Wynn Resorts (WYNN) 10-K risk factor changes: FY2023 vs FY2022

[removed: Since] [added: For example,] the outbreak of [removed: COVID-19,] [added: COVID-19 in late 2019 resulted in steep declines in] visitation to [removed: Macau has fallen significantly,] [added: our properties,] driven by the strong deterrent effect of the COVID-19 pandemic on travel and social [removed: activities,] [added: activities and] quarantine measures put in place in Macau and elsewhere.

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

As discussed in Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data," Note [removed: 17,] [added: 18,] "Commitments and Contingencies," the Company is subject to various investigations, litigation and other disputes related to our operations.

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

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

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 [added: particular, affects the gaming industry in Macau and our Macau Operations.]

As a result, changes in discretionary spending or consumer preferences brought about by factors such as perceived or actual negative general economic conditions, perceived or actual changes in disposable consumer income and wealth, inflationary pressures, economic recession, [added: or] changes in consumer [removed: confidence, including fears of war and acts of terrorism] [added: confidence] could reduce customer demand for the luxury amenities and leisure activities we offer and may negatively impact our results of operations.

[removed: Current] [added: Negative] macroeconomic conditions, including [removed: historic levels of inflation and] [added: inflationary pressures,] relatively low levels of unemployment, [added: and centralized efforts to control and mitigate the impact of those conditions,] have led to [removed: rising] [added: a significant increase in] interest rates, [added: decreased consumer discretionary spending and] disruption and volatility within the capital markets, and [added: continue to present] 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 [added: further] 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.

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

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

Such events or developments [removed: could] [added: have in the past and may in the future] reduce the number of visitors to our [removed: facilities, resulting in] [added: facilities and have] a material adverse effect on our business and financial condition, results of operations or cash flows.

Acts of terrorism or concerns over the possibility of such acts have [added: in the past disrupted,] and may again severely [removed: disrupt] [added: disrupt,] domestic and international travel, which has [added: resulted,] and could in the future [removed: result] [added: result,] in a decrease in customer visits to 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 have [added: had,] and could in the future [removed: have] [added: 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 [removed: immigration] [added: immigration,] have reduced demand for hospitality products and services, including visitation to our resorts.

[removed: Any] [added: Certain] of these factors [removed: could] [added: or events, such as severe storms and infectious diseases such as COVID-19, have in the past] negatively [added: affected our results of operations, and any of these factors or events may in the future negatively] affect our results of operations and our ability to generate sufficient cash flow to make payments or maintain our covenants with respect to our debt.

[removed: Accordingly, our primary] sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.

[removed: If] [added: The pace of recovery of] our Macau Operations’ gaming business [removed: is slow] to [removed: recover to] pre-pandemic levels [removed: following the 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.

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

*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, [added: location, entertainment, theme and size, among other factors.]

Wynn Las Vegas also competes with other [removed: casino/hotel] [added: casino resort and hotel] facilities in other cities.

[removed: Our new projects] [added: We] may not [removed: be successful.][added: realize the anticipated benefits of our new projects, or co-investments in new projects.]

Construction projects [removed: will be] [added: are] subject to development and construction risks, [added: and being a co-investor in new projects decreases our ability to manage risks,] which could have an adverse effect on our financial condition, results of operations or cash flows.

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

The Office of Foreign Assets Control and the [removed: Commerce] [added: U.S.] Department [added: of Commerce] administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, and individuals.

[removed: Failure to comply with these laws and regulations could increase] our cost of operations, reduce our profits, or otherwise adversely affect our business, financial condition, and results of operations.

We rely on information technology and other systems (including those maintained by third parties with whom we contract to provide data services) to maintain and transmit large volumes of customer financial information, credit card settlements, credit card funds transmissions, mailing [removed: lists and reservations information] [added: lists, reservation information,] and other personally identifiable information.

[removed: These] [added: As a result, we face cybersecurity] risks [removed: include] [added: including] cyber and physical security breaches, system failure, [added: phishing attacks,] computer viruses, [added: worms, ransomware, malicious software programs] and negligent or intentional misuse by customers, company employees, or employees of [added: our] third-party [removed: vendors.][added: information system service providers.]

The steps we take to [removed: deter] [added: deter, detect,] and mitigate these risks may not be [removed: successful and our insurance coverage for protecting against cybersecurity risks may not be sufficient.][added: successful.]

Despite the security measures we currently have in place, our facilities and systems and those of our third-party [added: information system] service providers may be vulnerable to security breaches, acts of vandalism, phishing attacks, computer viruses, [added: worms, ransomware, malicious software programs,] misplaced or lost data, programming or human errors and other events.

Cyber-attacks are becoming increasingly more difficult to [removed: anticipate and] [added: anticipate,] prevent [added: and detect] due to their rapidly evolving nature and, as a result, the technology we use to protect our systems from being breached or compromised could become outdated due to advances in computer capabilities or other technological developments.

Any [added: future] perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our network security, whether by us or by a [removed: third party,] [added: third-party information system service provider,] could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers' and employees' confidence in us, and adversely affect our business, results of operations and financial condition.

Since we do not control third-party [added: information system] service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future, any perceived or actual unauthorized disclosure of personally identifiable information regarding our employees, customers or website visitors could harm our reputation and credibility and reduce our ability to attract and retain employees and customers.

The [added: future] occurrence of any of the cyber incidents described above could have a material adverse effect on our business, results of operations and cash flows.

Our customers and employees have a high expectation that we will [added: adequately protect their personal information.]

In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of [removed: data.]

[added: If our efforts to cause these sites to be] shut down through civil action and by reporting these sites to the appropriate authorities (where applicable) are unsuccessful or not timely completed, these unauthorized activities may continue and harm our reputation and negatively affect our business.

[removed: The impact of any] future organizing activity or labor dispute or work stoppage with respect to those of our employees who are represented by labor unions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Competition for these individuals in Macau has increased and is expected to continue [removed: to increase as other competitors enter into] [added: for] the [removed: market or expand their operations.][added: foreseeable future.]

[added: The existing smoking legislation, and any smoking legislation intended to] fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

These types of events have also caused significant volatility in the regional economies in which these restrictions and sanctions are imposed which may negatively impact discretionary consumer spending, disposable consumer income and wealth or changes in consumer confidence, and in turn, demand for our products and services, or worsen or exacerbate the impact of current negative macroeconomic conditions on our business and results of operations, as further described above.

Although containment measures and restrictions were lifted throughout the U.S. by early 2022, several travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, remained in effect until early 2023, and regional demand for casino resorts and inbound tourism to Macau still continues to recover.

Accordingly, our primary

To the extent we conduct the development of new projects or engage in new strategies through investments in entities alongside other co-investors (as is the case with Wynn Al Marjan Island, in which we own a 40% equity interest), our expected return on our investment may be limited by our inability to exercise control over certain strategic and operations decisions that may influence the success of the venture.

Furthermore, the occurrence of risks that adversely affect the businesses of our co-investors or our unconsolidated affiliates could reduce the value of our investments, impair their ability to make future distributions or pay management fees to us, or require that we make additional capital contributions to them.

Inherent limitations on our ability to exercise control over such ventures may limit our ability to directly manage these risks.

In addition, investments with other investors involve risks such as the possibility that a co-investor might become bankrupt or not have the financial resources to meet its obligations, have economic or business interests or goals that are inconsistent with our business interests or goals, or take action contrary to our policies or objectives.

Consequently, actions by a co-investor might subject the properties or businesses owned by such entities to additional risk.

Further, we may be unable to take action without the approval of our co-investors, or our co-investors could take actions binding on the property without our consent.

Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities.

Failure to comply with these laws and regulations could increase

Attempts by others to gain unauthorized access to information technology and other systems and the data contained therein are becoming increasingly sophisticated and difficult to anticipate and prevent.

Cybercriminals, including hackers and those working in the capacity of State actors or on behalf of a cybercrime group, may circumvent security measures, and our insurance coverage for protecting against claims, liability and damages caused by cybersecurity risks and incidents, including those related to third-party information system service providers, may not be sufficient.

We have experienced data security incidents in the past, and expect to experience additional incidents in the future; however, to date no such incidents have been material to our business, operating results, or financial condition.

data.

The impact of any

Under the MGC’s continuing duty regulations, we are required to report to notify and update the

The COVID-19 pandemic has had and may continue to have an adverse effect on our business, operations, financial condition and operating results.

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.

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.

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.

To the extent the 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, 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.

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

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

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

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

Certain states’ sports betting laws limit online sports betting to a finite number of retail operators, such as casinos, tribes or tracks.

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.

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

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.

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

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

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

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

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

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

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

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

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

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

adequately protect their personal information.

If our efforts to cause these sites to be

The existing smoking legislation, and any smoking legislation intended to

The interest rates of certain of our credit agreements are tied to the London Interbank Offered Rate, or LIBOR.

On March 5, 2021, the United Kingdom Financial Conduct Authority announced that LIBOR would cease as a benchmark rate by June 30, 2023.

Accordingly, we will need to renegotiate our credit agreements extending beyond June 30, 2023 that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with a new reference rate, such as the Secured Overnight Financing Rate ("SOFR").

of, or member's interests in, subsidiaries; enter into sale-leaseback transactions; engage in other businesses; merge or consolidate with another company; undergo a change of control; transfer, sell or otherwise dispose of assets; issue disqualified stock; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestricted subsidiaries.

Discussion of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.][added: 2022.]

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

We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to [removed: 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.][added: 3.4%.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Net [removed: loss] [added: income (loss)] attributable to Wynn Resorts, Limited | | | [removed: (423,856)] [added: 729,994] | | | | | | [removed: (755,786)] [added: (423,856)] | | | | | | [removed: (331,930)] [added: 1,153,850] | | | | | | [removed: (43.9)] [added: NM] | | |

| Diluted net [removed: loss] [added: income (loss)] per share | | | [removed: (3.73)] [added: 6.32] | | | | | | [removed: (6.64)] [added: (3.73)] | | | | | | [removed: (2.91)] [added: 10.05] | | | | | | [removed: (43.8)] [added: NM] | | |

The [removed: decrease in operating revenues] [added: results of our Macau Operations] for the year ended December 31, 2022 [removed: was primarily driven] [added: were negatively impacted] by [removed: 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 [removed: testing] [added: testing, entry restrictions,] and other [removed: procedures] [added: mitigation procedures,] related to the COVID-19 pandemic.

The [removed: decrease] [added: increase] in operating revenues [added: for the year ended December 31, 2023] was [removed: partially offset] [added: primarily driven] by increases [removed: in operating revenues] of [removed: $628.5 million] [added: $1.48 billion, $902.3 million,] and [removed: $139.6] [added: $348.5] million from [added: Wynn Palace, Wynn Macau, and] our Las Vegas [removed: Operations and Encore Boston Harbor,] [added: Operations,] respectively, [removed: as a result of increased gaming volumes as well as increases] [added: resulting from an increase] in [added: gaming volumes,] hotel [removed: occupancy] [added: occupancy,] and covers at restaurants.

Financial results for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021.][added: 2022.]

[removed: [Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)][added: [Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)]

| Entertainment, retail and other | | | [removed: 475,932] [added: 599,187] | | | | | | [removed: 403,762] [added: 475,932] | | | | | | [removed: 72,170] [added: 123,255] | | | | | | [removed: 17.9] [added: 25.9] | | |

Casino revenues for the year ended December 31, [removed: 2022] [added: 2023] were [removed: 43.5%] [added: 56.9%] of operating revenues, compared to [removed: 56.7%] [added: 43.5%] for the [removed: same period of 2021.][added: year ended December 31, 2022.]

Non-casino revenues for the year ended December 31, [removed: 2022] [added: 2023] were [removed: 56.5%] [added: 43.1%] of operating revenues, compared to [removed: 43.3%] [added: 56.5%] for the year ended December 31, [removed: 2021.][added: 2022.]

Casino revenues [removed: decreased as a result of lower gaming volumes at our Macau Operations] [added: increased primarily] due to [removed: pandemic-related travel restrictions, offset by] higher gaming volumes at our [removed: Las Vegas] [added: Macau] Operations [added: following the discontinuation of pandemic-related travel restrictions in Macau in late 2022] and [removed: Encore Boston Harbor.][added: early 2023.]

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

| Average number of table games | | | [removed: 53] [added: 41] | | | | | | [removed: 93] [added: 41] | | | | | | [removed: (40)] [added: —] | | | | | | [removed: (43.0)] [added: —] | | |

| VIP win as a % of turnover | | | [removed: 0.89] [added: 3.37] | | % | | | | [removed: 3.94] [added: 0.89] | | % | | | | [removed: (3.05)] [added: 2.48] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 1,259] [added: 18,744] | | | | | $ | [removed: 7,443] [added: 1,259] | | | | | $ | [removed: (6,184)] [added: 17,485] | | | | | [removed: (83.1)] [added: NM] | | |

| Average number of table games | | | [removed: 229] [added: 242] | | | | | | 229 | | | | | | [removed: —] [added: 13] | | | | | | [removed: —] [added: 5.7] | | |

| Table drop | | | $ | [removed: 1,312,786] [added: 6,126,841] | | | | | $ | [removed: 2,415,841] [added: 1,312,786] | | | | | $ | [removed: (1,103,055)] [added: 4,814,055] | | | | | [removed: (45.7)] [added: 366.7] | | |

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

| Table games win per unit per day | | | $ | [removed: 3,489] [added: 15,574] | | | | | $ | [removed: 6,463] [added: 3,489] | | | | | $ | [removed: (2,974)] [added: 12,085] | | | | | [removed: (46.0)] [added: 346.4] | | |

| Average number of slot machines | | | [removed: 623] [added: 580] | | | | | | [removed: 710] [added: 623] | | | | | | [removed: (87)] [added: (43)] | | | | | | [removed: (12.3)] [added: (6.9)] | | |

| Slot machine win per unit per day | | | $ | [removed: 142] [added: 486] | | | | | $ | [removed: 224] [added: 142] | | | | | $ | [removed: (82)] [added: 344] | | | | | [removed: (36.6)] [added: 242.3] | | |

| Average number of table games | | | [removed: 41] [added: 56] | | | | | | [removed: 81] [added: 53] | | | | | | [removed: (40)] [added: 3] | | | | | | [removed: (49.4)] [added: 5.7] | | |

| VIP win as a % of turnover | | | [removed: 3.16] [added: 3.74] | | % | | | | [removed: 2.83] [added: 3.16] | | % | | | | [removed: 0.33] [added: 0.58] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 3,828] [added: 12,699] | | | | | $ | [removed: 5,250] [added: 3,828] | | | | | $ | [removed: (1,422)] [added: 8,871] | | | | | [removed: (27.1)] [added: 231.7] | | |

| Average number of table games | | | [removed: 235] [added: 216] | | | | | | [removed: 240] [added: 235] | | | | | | [removed: (5)] [added: (19)] | | | | | | [removed: (2.1)] [added: (8.1)] | | |

| Table games win % | | | [removed: 16.2] [added: 17.7] | | % | | | | [removed: 18.5] [added: 16.2] | | % | | | | [removed: (2.3)] [added: 1.5] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 2,284] [added: 11,560] | | | | | $ | [removed: 4,720] [added: 2,284] | | | | | $ | [removed: (2,436)] [added: 9,276] | | | | | [removed: (51.6)] [added: 406.1] | | |

| Average number of slot machines | | | [removed: 646] [added: 530] | | | | | | [removed: 587] [added: 646] | | | | | | [removed: 59] [added: (116)] | | | | | | [removed: 10.1] [added: (18.0)] | | |

| Slot machine win | | | $ | [removed: 31,768] [added: 68,667] | | | | | $ | [removed: 35,483] [added: 31,768] | | | | | $ | [removed: (3,715)] [added: 36,899] | | | | | [removed: (10.5)] [added: 116.2] | | |

| Slot machine win per unit per day | | | $ | [removed: 139] [added: 355] | | | | | $ | [removed: 166] [added: 139] | | | | | $ | [removed: (27)] [added: 216] | | | | | [removed: (16.3)] [added: 155.4] | | |

| Average number of table games | | | [removed: 234] [added: 233] | | | | | | [removed: 210] [added: 234] | | | | | | [removed: 24] [added: (1)] | | | | | | [removed: 11.4] [added: (0.4)] | | |

| Table games win % | | | [removed: 22.5] [added: 24.7] | | % | | | | [removed: 22.1] [added: 22.5] | | % | | | | [removed: 0.4] [added: 2.2] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 5,990] [added: 7,038] | | | | | $ | [removed: 5,323] [added: 5,990] | | | | | $ | [removed: 667] [added: 1,048] | | | | | [removed: 12.5] [added: 17.5] | | |

| Average number of slot machines | | | [removed: 1,703] [added: 1,645] | | | | | | [removed: 1,688] [added: 1,703] | | | | | | [removed: 15] [added: (58)] | | | | | | [removed: 0.9] [added: (3.4)] | | |

| Slot machine win per unit per day | | | $ | [removed: 634] [added: 752] | | | | | $ | [removed: 483] [added: 634] | | | | | $ | [removed: 151] [added: 118] | | | | | [removed: 31.3] [added: 18.6] | | |

| Encore Boston [removed: Harbor (2):] [added: Harbor:] | | | | | | | | | | | | | | | | | | | | | | | |

| Average number of table games | | | [removed: 187] [added: 191] | | | | | | [removed: 189] [added: 187] | | | | | | [removed: (2)] [added: 4] | | | | | | [removed: (1.1)] [added: 2.1] | | |

Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is currently constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.

| Operating revenues | | | $ | 6,531,897 | | | | | $ | 3,756,825 | | | | | $ | 2,775,072 | | | | | 73.9 | | |

NM: Not meaningful.

Over the course of December 2022 and January 2023, Macau authorities eliminated these COVID-19 related protective measures, which resulted in increased business volumes at our Macau Operations for the year ended December 31, 2023.

The increase in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2023 was primarily related to increased operating revenues at our Macau Operations and our Las Vegas Operations, as well as an income tax benefit related to the release of valuation allowance on certain deferred tax assets as a result of achieving sustained profitability in the U.S., partially offset by increased operating expenses, and impairment losses for goodwill and intangible assets related to the Wynn Interactive reportable segment.

| | | | 2023 | | | | | | 2022 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Wynn Palace | | | $ | 1,886,844 | | | | | $ | 410,289 | | | | | $ | 1,476,555 | | | | | 359.9 | | |

| Wynn Macau | | | 1,213,534 | | | | | | 311,249 | | | | | | 902,285 | | | | | | 289.9 | | |

| Total Macau Operations | | | 3,100,378 | | | | | | 721,538 | | | | | | 2,378,840 | | | | | | 329.7 | | |

| Las Vegas Operations | | | 2,480,606 | | | | | | 2,132,136 | | | | | | 348,470 | | | | | | 16.3 | | |

| Encore Boston Harbor | | | 865,786 | | | | | | 831,073 | | | | | | 34,713 | | | | | | 4.2 | | |

| Wynn Interactive | | | 85,127 | | | | | | 72,078 | | | | | | 13,049 | | | | | | 18.1 | | |

| | | | $ | 6,531,897 | | | | | $ | 3,756,825 | | | | | $ | 2,775,072 | | | | | 73.9 | | |

| | | | 2023 | | | | | | 2022 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Casino revenues | | | $ | 3,718,402 | | | | | $ | 1,632,541 | | | | | $ | 2,085,861 | | | | | 127.8 | | |

| Rooms | | | 1,185,671 | | | | | | 802,138 | | | | | | 383,533 | | | | | | 47.8 | | |

| Food and beverage | | | 1,028,637 | | | | | | 846,214 | | | | | | 182,423 | | | | | | 21.6 | | |

| Total non-casino revenues | | | 2,813,495 | | | | | | 2,124,284 | | | | | | 689,211 | | | | | | 32.4 | | |

| | | | $ | 6,531,897 | | | | | $ | 3,756,825 | | | | | $ | 2,775,072 | | | | | 73.9 | | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| | | | 2023 | | | | | | 2022 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 1,471,280 | | | | | $ | 255,886 | | | | | $ | 1,215,394 | | | | | 475.0 | | |

| VIP turnover | | | $ | 11,363,248 | | | | | $ | 2,641,321 | | | | | $ | 8,721,927 | | | | | 330.2 | | |

| VIP table games win | | | $ | 383,384 | | | | | $ | 23,471 | | | | | $ | 359,913 | | | | | NM | | |

| Table games win | | | $ | 1,373,436 | | | | | $ | 282,138 | | | | | $ | 1,091,298 | | | | | 386.8 | | |

| Slot machine handle | | | $ | 2,385,033 | | | | | $ | 732,197 | | | | | $ | 1,652,836 | | | | | 225.7 | | |

| Slot machine win | | | $ | 102,816 | | | | | $ | 31,295 | | | | | $ | 71,521 | | | | | 228.5 | | |

| Total casino revenues | | | $ | 970,269 | | | | | $ | 216,639 | | | | | $ | 753,630 | | | | | 347.9 | | |

| VIP turnover | | | $ | 5,132,628 | | | | | $ | 1,771,143 | | | | | $ | 3,361,485 | | | | | 189.8 | | |

| VIP table games win | | | $ | 191,936 | | | | | $ | 55,999 | | | | | $ | 135,937 | | | | | 242.7 | | |

| Table drop | | | $ | 5,155,929 | | | | | $ | 1,170,633 | | | | | $ | 3,985,296 | | | | | 340.4 | | |

| Table games win | | | $ | 910,825 | | | | | $ | 189,769 | | | | | $ | 721,056 | | | | | 380.0 | | |

| Slot machine handle | | | $ | 2,212,196 | | | | | $ | 895,466 | | | | | $ | 1,316,730 | | | | | 147.0 | | |

| Poker rake | | | $ | 18,266 | | | | | $ | 357 | | | | | $ | 17,909 | | | | | NM | | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| | | | 2023 | | | | | | 2022 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 628,185 | | | | | $ | 535,279 | | | | | $ | 92,906 | | | | | 17.4 | | |

| Table drop | | | $ | 2,425,621 | | | | | $ | 2,274,010 | | | | | $ | 151,611 | | | | | 6.7 | | |

| Table games win | | | $ | 599,001 | | | | | $ | 511,746 | | | | | $ | 87,255 | | | | | 17.1 | | |

| Slot machine handle | | | $ | 6,423,374 | | | | | $ | 5,617,775 | | | | | $ | 805,599 | | | | | 14.3 | | |

On December 1, 2022, we closed on our sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction").

Upon closing of the related transactions, we received cash proceeds of approximately $1.70 billion in exchange for the sale of such real estate assets, and concurrently entered into a lease agreement for the purpose of continuing to operate the Encore Boston Harbor integrated resort.

The lease agreement provides for an initial annual minimum base rent of $100.0 million for an initial term of 30 years, subject to certain annual rent escalations and renewal provisions, and obligates the Company to continue paying certain payments in lieu of property taxes.

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.

*Recent Developments*

*COVID-19 Update*

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, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing and mandatory quarantine, among other things, periods of mandatory closure of certain businesses and facilities, including gaming operations, and the suspension or reduced accessibility of transportation to and from Macau.

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.

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

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

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

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

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.

| 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) | | |

| 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 | | |

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

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

| VIP table games win | | | $ | 23,471 | | | | | $ | 253,767 | | | | | $ | (230,296) | | | | | (90.8) | | |

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

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

| Slot machine win | | | $ | 31,295 | | | | | $ | 58,152 | | | | | $ | (26,857) | | | | | (46.2) | | |

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

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

| VIP table games win | | | $ | 55,999 | | | | | $ | 155,064 | | | | | $ | (99,065) | | | | | (63.9) | | |

| 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) | | |

| Total casino revenues | | | $ | 535,279 | | | | | $ | 426,440 | | | | | $ | 108,839 | | | | | 25.5 | | |

| Table drop | | | $ | 2,274,010 | | | | | $ | 1,842,792 | | | | | $ | 431,218 | | | | | 23.4 | | |

| Table games win | | | $ | 511,746 | | | | | $ | 407,195 | | | | | $ | 104,551 | | | | | 25.7 | | |

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2022,] [added: 2023,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

However, we cannot predict the [removed: LIBOR] [added: SOFR] or HIBOR rates that will be in effect in the future.

[removed: [Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)][added: [Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)]

[removed: LIBOR] [added: The one-month SOFR] and HIBOR rates as of December 31, [removed: 2022] [added: 2023] of [removed: 4.39%] [added: 5.38%] and [removed: 4.35%,] [added: 5.22%,] respectively, were used for all variable rate calculations in the table below.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | |

| Fixed rate | | | | | | $ | [removed: 500.0] [added: 600.0] | | | | | $ | [removed: 600.0] [added: 1,380.0] | | | | | $ | [removed: 2,380.0] [added: 1,000.0] | | | | | $ | [removed: 1,000.0] [added: 1,630.0] | | | | | $ | [removed: 1,630.0] [added: 1,350.0] | | | | | $ | [removed: 3,100.0] [added: 2,950.0] | | | | | $ | [removed: 9,210.0] [added: 8,910.0] | |

| Average interest rate | | | | | | [removed: 4.3] [added: 4.9] | | % | | | | [removed: 4.9] [added: 5.5] | | % | | | | [removed: 6.1] [added: 5.5] | | % | | | | [removed: 5.5] [added: 5.3] | | % | | | | [removed: 5.3] [added: 5.6] | | % | | | | [removed: 5.4] [added: 5.6] | | % | | | | 5.5 | | % |

| Average interest rate | | | | | | [removed: 6.1] [added: 7.1] | | % | | | | [removed: 6.1] [added: 6.7] | | % | | | | [removed: 6.8] [added: 7.1] | | % | | | | [removed: —] [added: 7.1] | | % | | | | — | | % | | | | — | | % | | | | [removed: 6.6] [added: 6.8] | | % |

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 76.0%] [added: 75.0%] of our long-term debt was based on fixed rates.

Based on our [added: outstanding] borrowings as of December 31, [removed: 2022] [added: 2023] and an interest rate collar on the Retail Term Loan, an assumed 100 basis point [removed: increase or decrease] [added: change] in the variable rates would cause our annual interest expense to change by [removed: $23.4 million or $27.2 million, respectively.][added: $23.0 million.]

The interest rate collar establishes a range whereby the Company will pay the counterparty if one-month [removed: LIBOR] [added: SOFR] falls below the established floor rate of 1.00%, and the counterparty will pay the Company if one-month [removed: LIBOR] [added: SOFR] exceeds the ceiling rate of [removed: 3.75%.][added: 3.67%.]

Based on our balances as of December 31, [removed: 2022,] [added: 2023,] an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $50.1] [added: $45.6] million.

| Variable rate | | | | | | $ | 111.2 | | | | | $ | 2,150.1 | | | | | $ | 37.5 | | | | | $ | 618.2 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,917.0 | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

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

The one-month

| Variable rate | | | | | | $ | 50.0 | | | | | $ | 787.5 | | | | | $ | 2,115.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,953.0 | |

Wynn Resorts, Limited ("Wynn Resorts," [added: "Wynn,"] or together with its subsidiaries, "we" or the "Company") is a preeminent designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community.

[removed: We leverage] [added: Part of this strategy includes leveraging] our marketing team across [added: various] branch offices located [removed: in Hong Kong, Singapore, Japan, Taiwan, and Canada] [added: internationally] to connect with and build relationships with our customers.

[added: We voluntarily use] green power to reduce carbon emissions and drive toward our corporate sustainability goals.

- Collectively, Wynn Resorts earned [removed: more FTG] [added: 22 Forbes Travel Guide] Five-Star awards [added: in 2024, more] than any other independent hotel company in the [removed: world in 2023.][added: world.]

- Wynn Resorts was once again honored to be included on FORTUNE Magazine's [removed: 2022] [added: 2024] 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 468,000 square feet of casino space with [removed: 287] [added: 304] table games and [removed: 560] [added: 554] slot machines, as well as private gaming salons and sky casinos.

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

The property's signature public attractions and entertainment offerings include a performance lake, [added: an immersive entertainment center, Western and Asian art displays, and] a gondola ride offering convenient street-level [removed: access, and an exceptional display of Western and Asian art.][added: access.]

We currently expect that the next phase at Wynn Palace will incorporate an array of amenities such as theater and event space, [removed: interactive entertainment installations,] food and beverage features, and other non-gaming offerings.

Located in the heart of downtown Macau, the property features approximately 294,000 square feet of casino space with [removed: 276] [added: 259] table games and [removed: 567] [added: 530] slot machines, as well as private gaming salons, sky casinos, and a poker room.

The property features approximately 194,000 square feet of casino space with [removed: 233] [added: 232] table games and [removed: 1,674] [added: 1,621] slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.

In addition, Wynn Las Vegas offers 34 food and beverage outlets, approximately [removed: 174,000] [added: 177,000] square feet of high-end, brand-name retail space, approximately 513,000 square feet of meeting and convention space, and a golf course.

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

The property features approximately [removed: 213,000] [added: 210,000] square feet of casino space with [removed: 197] [added: 183] table games, 24 poker tables and approximately [removed: 2,546] [added: 2,633] slot machines, private and high-limit gaming areas, and a sports book.

In addition, Encore Boston Harbor offers [removed: 16] [added: 14] food and beverage outlets and a nightclub, approximately [removed: 9,000] [added: 8,186] 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 [added: Wynn Al Marjan Island,] a destination integrated resort property [removed: (the "Marjan Project") on Island 3, Al Marjan Island] in the Emirate of Ras [removed: al] [added: Al] Khaimah, United Arab Emirates.

[removed: The] [added: Wynn Al] Marjan [removed: Project,] [added: Island,] which is currently [removed: in the design phase,] [added: under construction,] is anticipated to be completed and open to the public in [removed: early] 2027, featuring an over [removed: 1,000-room] [added: 1,500-room] hotel, [added: luxury villas,] 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.

[removed: Following the cessation of certain COVID-19 pandemic-related travel restrictions in January 2023, the] [added: 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.

Macau, which has been a casino destination for more than [removed: 50] [added: 60] years, consists principally of a peninsula on mainland China and two neighboring islands, Taipa and Coloane, between which the Cotai area is located.

[removed: Visitation] [added: Both the Macau gaming market and visitation] to Macau grew significantly [added: from liberalization] in [removed: the years leading] [added: 2002] up [removed: to] [added: until] the outbreak of [removed: COVID-19 in December 2019,] [added: COVID-19,] but [removed: has since fallen meaningfully, primarily] [added: fell meaningfully from early 2020 to December 2022] due to certain border control and other travel related restrictions [removed: which were in place throughout the years ended December 31, 2022 and 2021] as a result of the pandemic.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, [removed: tourist arrivals in] [added: visitation to] Macau [removed: decreased 85.5%] in [removed: 2022 compared to 2019,] [added: 2023 increased 394.9%] and [removed: 26.0% in 2022] [added: decreased 28.4% as] compared to [removed: 2021.][added: 2022 and 2019, respectively.]

According to Macau Statistical Information, annual gaming revenues were $36.5 billion in 2019, before falling to $7.6 billion in 2020, $10.8 billion in [removed: 2021] [added: 2021,] and $5.3 billion in 2022, due to various quarantine measures and travel and entry restrictions and conditions since the outbreak of [removed: COVID-19.][added: COVID-19, and increased to $22.7 billion in 2023, due to Macau authorities eliminating COVID-19 related protective measures over the course of December 2022 and January 2023.]

We continue to believe [removed: that, despite the recent challenges posed by the COVID-19 pandemic,] [added: that] 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.

Las Vegas Strip gaming revenues increased significantly during the year ended December 31, [removed: 2022] [added: 2023] due to increases in gaming volumes and visitation to the Las Vegas Strip.

According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was [removed: $8.3] [added: $8.9] billion in [removed: 2022,] [added: 2023,] a [removed: 16.9%] [added: 7.4%] increase from [removed: $7.1] [added: $8.3] billion in [removed: 2021.][added: 2022.]

According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was [removed: 38.8] [added: 40.8] million in [removed: 2022,] [added: 2023,] a [removed: 20.5%] [added: 5.2%] increase from [removed: 32.2] [added: 38.8] million in [removed: 2021.][added: 2022.]

Occupancy on the Las Vegas Strip increased [removed: 20.0%] [added: 5.6% (on an absolute basis)] to [removed: 81.6%,] [added: 86.2%,] from [removed: 68.0%] [added: 81.6%] in [removed: 2021.][added: 2022.]

Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market that generated [removed: over $2.9] [added: approximately $3.0] billion of gross gaming revenue in [removed: 2022, and over $2.8 billion] [added: each] of [removed: gross gaming revenue in 2021.][added: the years ended December 31, 2023 and 2022.]

As a casino concessionaire, Wynn Macau SA is subject to the regulatory control of the [removed: government of Macau.][added: Macau government.]

The [added: Macau] government has adopted Laws and Administrative Regulations governing the operation of casinos in Macau.

Under the [removed: Law] [added: Laws] and Administrative Regulations, concessionaires are subject to suitability requirements relating to background, associations and reputation, as are stockholders of 5% or more of a concessionaire's equity securities, officers, directors and key employees.

Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of MOP1.00 billion (approximately [removed: $124.5] [added: $124.2] 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.

If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s [removed: non-fulfilment ,] [added: 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.

The government of Macau may assume temporary custody and control over the [removed: operation of a concession in certain circumstances.]

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 [removed: US$12.5] [added: US$12.4] million), and granting of a loan to any of its directors, shareholders or key employees.

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, [added: 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 [removed: government.][added: government, while the total investment amount will remain unchanged.]

[added: The Nevada Gaming Authorities may] require additional applications and may also deny an application for licensing for any reason which they deem appropriate.

If the beneficial owner of the voting or nonvoting securities of Wynn Resorts who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information, including a list of its [removed: beneficial owners.]

If the NGC decides that a person is unsuitable to own the securities, then under the Nevada Act, the registered public company can be sanctioned, including the loss of its approvals if, without the prior approval of the NGC, [removed: it][added: it:]

Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is currently constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.

The Company is currently constructing a phased development adjacent to Encore Boston Harbor, which will include a theater, entertainment venues, gaming facilities, food and beverage facilities, and a parking garage.

We anticipate this development opening to the public in 2026.

In August 2023, the Company announced its decision to close WynnBET, Wynn Interactive’s digital sports betting and casino gaming business, in jurisdictions other than New York, Massachusetts, and Michigan, and in January 2024 the Company announced its decision to close WynnBET in Massachusetts.

In February 2024, the Company entered into an asset purchase agreement providing for the transfer and assignment of Wynn’s market access rights and related obligations in Michigan to Caesars Entertainment, Inc., and separately, signed an equity purchase agreement for the sale of WSI US, LLC, Wynn Interactive’s domestic operating subsidiary, which includes the Company’s gaming license in New York, to Penn Entertainment, Inc.; in each case, subject to certain customary closing conditions.

Over the course of December 2022 and January 2023, Macau authorities eliminated these COVID-19 related protective measures.

operation of a concession in certain circumstances.

The annual execution proposals for the year 2023 and the year 2024 were previously submitted in March 2023 and September 2023, respectively, and thereafter approved by the Macau government.

beneficial owners.

In October 2023, slot attendant employees at Encore Boston Harbor voted to be represented by UNITE HERE Local 26 under the terms of the existing Collective Bargaining Agreement.

marks to its affiliates.

Recent Developments

*COVID-19 Update*

*Macau Operations*

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, travel and entry restrictions and conditions in Macau, the People's Republic of China (the "PRC"), Hong Kong and Taiwan involving COVID-19 testing and mandatory quarantine, among other things, periods of mandatory closure of certain businesses and facilities, including gaming operations, and the suspension or reduced accessibility of transportation to and from Macau.

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.

*Liquidity*

As of December 31, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $3.65 billion, and had access to $837.0 million of available borrowing capacity from the WRF Revolver (as defined in Item 8 –"Financial Statements and Supplementary Data," Note 7, "Long-Term Debt").

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

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

Wynn Palace, originally earning FTG Five-Star status in 2018, is the third largest.

- Wynn Palace garnered seven individual FTG Five-Star awards in 2023.

- Wynn Macau continues to be the only resort in the world with eight individual FTG Five-Star awards in 2023.

- Wynn Macau and Wynn Palace are the most decorated integrated resort brands in Asia with fifteen FTG Five-Star awards combined.

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

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.

Wynn Resorts holds an approximately 97% interest in, and consolidates, Wynn Interactive.

Wynn Interactive's subsidiary operates the digital sports betting and casino gaming business known as WynnBET in Arizona, Colorado, Indiana, Louisiana, Michigan, New Jersey, New York, Tennessee, and Virginia.

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

Macau's gaming market is primarily dependent on tourists, typically traveling from nearby destinations in Asia.

Convention attendees increased by 126.2% in 2022 and 27.7% in 2021, after a 74.0% decrease in 2020 during the height of the COVID-19 pandemic, following year-over-year increases of 7.1%, 3.0%, and 2.3% from 2017 to 2019, respectively.

Digital Sports Betting and Casino Gaming

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

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

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

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

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

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

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

the investment amount and the execution schedule.

The Nevada Gaming Authorities may

The NGC has

We

who is a close associate of a gaming licensee.

The term of the collective bargaining agreement was extended through Memoranda of Agreement ("MOA") that the Company and the Culinary and Bartenders’ Unions entered into in April 2020 and January 2021, respectively.

For information regarding the Company's legal proceedings see Item 8—"Financial Statements and Supplementary Data," Note [removed: 17,] [added: 18,] "Commitments and Contingencies—Litigation" in this Annual Report on Form 10-K, which is incorporated herein by reference, and Item 1A—"Risk Factors" in this Annual Report on Form 10-K.

| | | | For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |

| Common Stock, par value [removed: $0.01] [added: $0.01 per share] | | | | | | WYNN | | | | | | Nasdaq Global Select Market | | |

The aggregate market value of the registrant's Common Stock held by non-affiliates based on the closing price per share as reported on the Nasdaq Global Select Market on June 30, [removed: 2022] [added: 2023] was approximately [removed: $5.91] [added: $10.97] billion.

As of February 14, [removed: 2023, 113,687,786] [added: 2024, 112,078,263] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2023] [added: 2024] 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](#iee82e56f6e1248ab9821e2399c8037c9_13)] [added: [Business](#i00cc5124525d4aefb8680851efd44d58_13)] | | | [removed: [3](#iee82e56f6e1248ab9821e2399c8037c9_13)] [added: [3](#i00cc5124525d4aefb8680851efd44d58_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iee82e56f6e1248ab9821e2399c8037c9_16)] [added: Factors](#i00cc5124525d4aefb8680851efd44d58_16)] | | | [removed: [18](#iee82e56f6e1248ab9821e2399c8037c9_16)] [added: [18](#i00cc5124525d4aefb8680851efd44d58_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iee82e56f6e1248ab9821e2399c8037c9_19)] [added: Comments](#i00cc5124525d4aefb8680851efd44d58_19)] | | | [removed: [31](#iee82e56f6e1248ab9821e2399c8037c9_19)] [added: [31](#i00cc5124525d4aefb8680851efd44d58_19)] | | |

| Item 2. | | | [removed: [Properties](#iee82e56f6e1248ab9821e2399c8037c9_22)] [added: [Properties](#i00cc5124525d4aefb8680851efd44d58_22)] | | | [removed: [32](#iee82e56f6e1248ab9821e2399c8037c9_22)] [added: [33](#i00cc5124525d4aefb8680851efd44d58_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iee82e56f6e1248ab9821e2399c8037c9_25)] [added: Proceedings](#i00cc5124525d4aefb8680851efd44d58_25)] | | | [removed: [32](#iee82e56f6e1248ab9821e2399c8037c9_25)] [added: [33](#i00cc5124525d4aefb8680851efd44d58_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iee82e56f6e1248ab9821e2399c8037c9_28)] [added: Disclosures](#i00cc5124525d4aefb8680851efd44d58_28)] | | | [removed: [32](#iee82e56f6e1248ab9821e2399c8037c9_28)] [added: [33](#i00cc5124525d4aefb8680851efd44d58_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iee82e56f6e1248ab9821e2399c8037c9_34)] [added: Securities](#i00cc5124525d4aefb8680851efd44d58_34)] | | | [removed: [33](#iee82e56f6e1248ab9821e2399c8037c9_34)] [added: [34](#i00cc5124525d4aefb8680851efd44d58_34)] | | |

| Item 6. | | | [removed: [Reserved](#iee82e56f6e1248ab9821e2399c8037c9_37)] [added: [Reserved](#i00cc5124525d4aefb8680851efd44d58_37)] | | | [removed: [34](#iee82e56f6e1248ab9821e2399c8037c9_37)] [added: [35](#i00cc5124525d4aefb8680851efd44d58_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iee82e56f6e1248ab9821e2399c8037c9_40)] [added: Operations](#i00cc5124525d4aefb8680851efd44d58_40)] | | | [removed: [35](#iee82e56f6e1248ab9821e2399c8037c9_40)] [added: [36](#i00cc5124525d4aefb8680851efd44d58_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iee82e56f6e1248ab9821e2399c8037c9_67)] [added: Risk](#i00cc5124525d4aefb8680851efd44d58_67)] | | | [removed: [53](#iee82e56f6e1248ab9821e2399c8037c9_67)] [added: [56](#i00cc5124525d4aefb8680851efd44d58_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iee82e56f6e1248ab9821e2399c8037c9_70)] [added: Data](#i00cc5124525d4aefb8680851efd44d58_70)] | | | [removed: [55](#iee82e56f6e1248ab9821e2399c8037c9_70)] [added: [58](#i00cc5124525d4aefb8680851efd44d58_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iee82e56f6e1248ab9821e2399c8037c9_169)] [added: Disclosure](#i00cc5124525d4aefb8680851efd44d58_169)] | | | [removed: [103](#iee82e56f6e1248ab9821e2399c8037c9_169)] [added: [113](#i00cc5124525d4aefb8680851efd44d58_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iee82e56f6e1248ab9821e2399c8037c9_172)] [added: Procedures](#i00cc5124525d4aefb8680851efd44d58_172)] | | | [removed: [103](#iee82e56f6e1248ab9821e2399c8037c9_172)] [added: [113](#i00cc5124525d4aefb8680851efd44d58_172)] | | |

| Item 9B. | | | [Other [removed: Information](#iee82e56f6e1248ab9821e2399c8037c9_175)] [added: Information](#i00cc5124525d4aefb8680851efd44d58_175)] | | | [removed: [103](#iee82e56f6e1248ab9821e2399c8037c9_175)] [added: [113](#i00cc5124525d4aefb8680851efd44d58_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iee82e56f6e1248ab9821e2399c8037c9_178)] [added: Inspections](#i00cc5124525d4aefb8680851efd44d58_178)] | | | [removed: [103](#iee82e56f6e1248ab9821e2399c8037c9_175)] [added: [113](#i00cc5124525d4aefb8680851efd44d58_175)] | | |

| [PART [removed: III](#iee82e56f6e1248ab9821e2399c8037c9_181)] [added: III](#i00cc5124525d4aefb8680851efd44d58_181)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iee82e56f6e1248ab9821e2399c8037c9_184)] [added: Governance](#i00cc5124525d4aefb8680851efd44d58_184)] | | | [removed: [104](#iee82e56f6e1248ab9821e2399c8037c9_184)] [added: [114](#i00cc5124525d4aefb8680851efd44d58_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iee82e56f6e1248ab9821e2399c8037c9_187)] [added: Compensation](#i00cc5124525d4aefb8680851efd44d58_187)] | | | [removed: [104](#iee82e56f6e1248ab9821e2399c8037c9_187)] [added: [114](#i00cc5124525d4aefb8680851efd44d58_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iee82e56f6e1248ab9821e2399c8037c9_190)] [added: Matters](#i00cc5124525d4aefb8680851efd44d58_190)] | | | [removed: [104](#iee82e56f6e1248ab9821e2399c8037c9_190)] [added: [114](#i00cc5124525d4aefb8680851efd44d58_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iee82e56f6e1248ab9821e2399c8037c9_193)] [added: Independence](#i00cc5124525d4aefb8680851efd44d58_193)] | | | [removed: [104](#iee82e56f6e1248ab9821e2399c8037c9_193)] [added: [114](#i00cc5124525d4aefb8680851efd44d58_193)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#iee82e56f6e1248ab9821e2399c8037c9_196)] [added: Services](#i00cc5124525d4aefb8680851efd44d58_196)] | | | [removed: [104](#iee82e56f6e1248ab9821e2399c8037c9_196)] [added: [114](#i00cc5124525d4aefb8680851efd44d58_196)] | | |

| [PART [removed: IV](#iee82e56f6e1248ab9821e2399c8037c9_199)] [added: IV](#i00cc5124525d4aefb8680851efd44d58_199)] | | | | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iee82e56f6e1248ab9821e2399c8037c9_202)] [added: Schedules](#i00cc5124525d4aefb8680851efd44d58_202)] | | | [removed: [105](#iee82e56f6e1248ab9821e2399c8037c9_202)] [added: [116](#i00cc5124525d4aefb8680851efd44d58_202)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#iee82e56f6e1248ab9821e2399c8037c9_211)] [added: Summary](#i00cc5124525d4aefb8680851efd44d58_211)] | | | [removed: [109](#iee82e56f6e1248ab9821e2399c8037c9_211)] [added: [121](#i00cc5124525d4aefb8680851efd44d58_211)] | | |

| [PART I](#i00cc5124525d4aefb8680851efd44d58_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i00cc5124525d4aefb8680851efd44d58_2140) | | | [3](#i00cc5124525d4aefb8680851efd44d58_2140)[2](#i00cc5124525d4aefb8680851efd44d58_2140) | | |

| [PART II](#i00cc5124525d4aefb8680851efd44d58_31) | | | | | | | | |

| [Signatures](#i00cc5124525d4aefb8680851efd44d58_214) | | | | | | [122](#i00cc5124525d4aefb8680851efd44d58_214) | | |

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

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

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

Wynn Resorts’ information security program is designed to preserve the accuracy and integrity of all forms of information processed by us and to protect such information, including our employees' and guests' personally identifiable information and information related to our operations, from misuse, loss, or theft.

Our information security program is founded on principles and standards of the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity issued by the U.S. government.

The Chief Information Security Officer ("CISO") works closely with the Chief Information Officer and the Chief Privacy Counsel to collectively manage our global information security, information technology and data privacy programs.

The Company's information security program includes a robust set of controls and safeguards for the systems, applications, and databases of the Company and of its third-party vendors.

The CISO manages the information security program and sets annual targets and security objectives.

The program includes regular risk assessments and recurring internal and external audits to assess the program’s maturity and effectiveness.

The results of these assessments and audits help inform decisions to make program adjustments and ensure that the program’s security objectives are effective and up to date.

Additional features of our cybersecurity program include security controls, such as firewalls and intrusion detection systems; data loss prevention tools; penetration testing of network, cloud, and application platforms; security assessments of our third-party vendors; and security awareness education for our employees and specialized training for our information security specialists.

We have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as possible in the event of a breach.

In the event of cyber incident which may be considered "material" under the SEC's disclosure rules, Wynn Resorts has established a separate committee comprised of the General Counsel, the Chief Financial Officer, the Chief Privacy Counsel, and the CISO.

The Materiality Committee is responsible for determining whether a cyber incident, or series of incidents, is "material" and requires disclosure under Item 1.05 of Form 8-K as well as informing the Board of Directors about the incident from a risk oversight perspective.

The Board of Directors oversees risks relating to cybersecurity.

The CISO presents to the Board of Directors on a quarterly basis and the results of the risk assessments and audits on at least an annual basis.

These reports also include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to, and recovering from cyber incidents.

The CISO has overseen the Company’s information security program for the last 15 years.

He holds a Bachelor of Arts degree in Business Administration, and has over 30 years’ total experience in the information technology and security field, including various leadership roles before joining Wynn Resorts.

In addition, he holds several industry technical certifications in information security, network engineering, systems engineering, database management, application development, and security intrusions.

Failure of our information security program to prevent or detect a cyber incident could result in the compromise of Company and customer information, reputational damage, and/or financial loss.

During the periods covered by this report, we did not experience any material cyber incidents and the expenses we incurred from cyber incidents were immaterial.

While prior incidents have not had a material impact on us, future incidents could have a material adverse effect on our business, results of operations and cash flows.

For additional information about our cybersecurity risks, see "*System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our business*" in Item 1A — "Risk Factors."

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

| Golf course [removed: land (2)] [added: land(2)] | | | | | | 128 | | | | | | Located adjacent to Wynn Las Vegas. | | |

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

| [removed: Other (4)] [added: Other(4)] | | | | | | [removed: 54] [added: 96] | | | | | | Located in Las Vegas, Nevada, and Everett, Massachusetts. | | |

[removed: (1) The] [added: (1)The] government of Macau owns most of the land in Macau.

[removed: (2) We] [added: (2)We] own approximately 834 acre-feet of permitted and certificated water rights, which we use to irrigate the golf course.

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

[removed: (4) Includes] [added: (4)Includes] approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas, and approximately [removed: 16] [added: 52] acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts.

In addition, includes approximately 6 acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts, upon which the Company is currently constructing a phased development which will include a theater, entertainment venues, gaming facilities, food and beverage facilities, a parking garage, and a pedestrian bridge to Encore Boston Harbor.

Market [removed: Information and Dividend Policy][added: Information]

There were approximately [removed: 166] [added: 159] holders of record of our common stock as of February 14, [removed: 2023.][added: 2024.]

The following table summarizes the share repurchases made by the Company [removed: under its publicly announced equity repurchase program] during the three months ended December 31, [removed: 2022:][added: 2023:]

| For the Month Ended | | | | | | Number of Shares [removed: Repurchased] [added: Repurchased(1)(2)] | | | | | | Weighted Average Price Paid Per Share | | | | | | Shares Repurchased as Part of a Publicly Announced [removed: Program] [added: Program(2)] | | | | | | Approximate Dollar Value Remaining Under the Program (in [removed: thousands) (1)] [added: thousands)] | | |

[removed: (1) In] [added: (2)In] April 2016, the [removed: Company's] [added: Company announced that the] Board of Directors authorized an equity repurchase program of up to [removed: $1.00] [added: $1.0] billion of our common [removed: stock.][added: stock, with no expiration.]

[removed: Repurchases] [added: Under the program, repurchases] may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions.

Any shares acquired are [added: held as treasury shares and] available for general corporate purposes.

The performance graph assumes that $100 was invested on December 31, [removed: 2017] [added: 2018] 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: ]

| October 1, 2023 to October 31, 2023 | | | | | | 408,562 | | | | | | $ | 88.53 | | | | | 406,304 | | | | | | $ | 536,704 | |

| November 1, 2023 to November 30, 2023 | | | | | | 609,622 | | | | | | $ | 86.48 | | | | | 590,796 | | | | | | $ | 485,704 | |

| December 1, 2023 to December 31, 2023 | | | | | | 614,615 | | | | | | $ | 85.49 | | | | | 612,525 | | | | | | $ | 433,359 | |

(1)Shares purchased in October 2023, November 2023, and December 2023 include 2,258, 18,826 and 2,090 shares, respectively, purchased in satisfaction of employee tax withholding obligations on vested restricted stock relating to our stock incentive plans.

Refer to Note 13, "Stock-Based Compensation" for additional details on our stock incentive plans.

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

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

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

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

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

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

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

As of December 31, 2022, we had $628.8 million in repurchase authority remaining under the equity repurchase program.

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

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

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

| For the Month Ended | | | | | | Number of Shares Repurchased | | | | | | Weighted Average Price Paid Per Share | | | | | | Approximate Dollar Value of Repurchased Shares (in thousands) | | |

| 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 | |

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#iee82e56f6e1248ab9821e2399c8037c9_73)] [added: Firm](#i00cc5124525d4aefb8680851efd44d58_73)] (PCAOB ID: 42) | | | [removed: [56](#iee82e56f6e1248ab9821e2399c8037c9_73)] [added: [59](#i00cc5124525d4aefb8680851efd44d58_73)] | | |

| [Consolidated Balance [removed: Sheets](#iee82e56f6e1248ab9821e2399c8037c9_82)] [added: Sheets](#i00cc5124525d4aefb8680851efd44d58_82)] | | | [removed: [59](#iee82e56f6e1248ab9821e2399c8037c9_82)] [added: [62](#i00cc5124525d4aefb8680851efd44d58_82)] | | |

| [Consolidated Statements of [removed: Operations](#iee82e56f6e1248ab9821e2399c8037c9_85)] [added: Operations](#i00cc5124525d4aefb8680851efd44d58_85)] | | | [removed: [60](#iee82e56f6e1248ab9821e2399c8037c9_85)] [added: [63](#i00cc5124525d4aefb8680851efd44d58_85)] | | |

[removed: | [Consolidated Statements of Comprehensive](#iee82e56f6e1248ab9821e2399c8037c9_88) [Loss](#iee82e56f6e1248ab9821e2399c8037c9_88) | | | [61](#iee82e56f6e1248ab9821e2399c8037c9_88) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | [Consolidated Statements of Stockholders’ Equity (Deficit)](#iee82e56f6e1248ab9821e2399c8037c9_91) | | | [62](#iee82e56f6e1248ab9821e2399c8037c9_91) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT]

| [Consolidated Statements of Cash [removed: Flows](#iee82e56f6e1248ab9821e2399c8037c9_94)] [added: Flows](#i00cc5124525d4aefb8680851efd44d58_94)] | | | [removed: [63](#iee82e56f6e1248ab9821e2399c8037c9_94)] [added: [66](#i00cc5124525d4aefb8680851efd44d58_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iee82e56f6e1248ab9821e2399c8037c9_97)] [added: Statements](#i00cc5124525d4aefb8680851efd44d58_97)] | | | [removed: [64](#iee82e56f6e1248ab9821e2399c8037c9_97)] [added: [67](#i00cc5124525d4aefb8680851efd44d58_97)] | | |

| [Quarterly Consolidated Financial Information [removed: (Unaudited)](#iee82e56f6e1248ab9821e2399c8037c9_166)] [added: (Unaudited)](#i00cc5124525d4aefb8680851efd44d58_166)] | | | [removed: [102](#iee82e56f6e1248ab9821e2399c8037c9_166)] [added: [112](#i00cc5124525d4aefb8680851efd44d58_166)] | | |

[removed: [Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)][added: [Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)]

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: loss,] [added: income (loss),] stockholders' [removed: equity (deficit)] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 27, 2023] [added: 23, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: loss,] [added: income (loss),] stockholders' [removed: equity (deficit)] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2023] [added: 23, 2024] expressed an unqualified opinion thereon.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 3,650,440] [added: 2,879,186] | | | | | $ | [removed: 2,522,530] [added: 3,650,440] | |

| Restricted cash | | | [removed: 4,819] [added: 18] | | | | | | [removed: 4,896] [added: 4,819] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $78,842] [added: $40,075] and [removed: $111,319] [added: $78,842] | | | [removed: 216,033] [added: 341,712] | | | | | | [removed: 199,463] [added: 216,033] | | |

| Inventories | | | [removed: 70,094] [added: 75,552] | | | | | | [removed: 69,967] [added: 70,094] | | |

| Prepaid expenses and other | | | [removed: 88,201] [added: 99,961] | | | | | | [removed: 79,061] [added: 88,201] | | |

| Total current assets | | | [removed: 4,029,587] [added: 4,241,621] | | | | | | [removed: 2,875,917] [added: 4,029,587] | | |

| Property and equipment, net | | | [removed: 6,896,060] [added: 6,688,479] | | | | | | [removed: 8,765,308] [added: 6,896,060] | | |

| Restricted cash | | | [removed: 127,731] [added: 90,208] | | | | | | [removed: 3,641] [added: 127,731] | | |

| Goodwill and intangible assets, net | | | [removed: 245,253] [added: 329,708] | | | | | | [removed: 307,578] [added: 245,253] | | |

| Operating lease assets | | | [removed: 1,853,164] [added: 1,832,896] | | | | | | [removed: 371,365] [added: 1,853,164] | | |

| Other assets | | | [removed: 263,305] [added: 312,434] | | | | | | [removed: 207,017] [added: 263,305] | | |

| [removed: Total assets] [added: Total] | | | $ | [added: 13,996,223 | | | | | $ |] 13,415,100 | | | | | $ | 12,530,826 | |

| Accounts and construction payables | | | $ | [removed: 197,474] [added: 208,263] | | | | | $ | [removed: 170,542] [added: 197,474] | |

| Customer deposits | | | [removed: 506,148] [added: 543,288] | | | | | | [removed: 436,388] [added: 506,148] | | |

| Gaming taxes payable | | | [removed: 44,967] [added: 172,832] | | | | | | [removed: 73,173] [added: 44,967] | | |

| Accrued compensation and benefits | | | [removed: 187,160] [added: 212,645] | | | | | | [removed: 206,225] [added: 187,160] | | |

| Accrued interest | | | [removed: 135,630] [added: 141,902] | | | | | | [removed: 132,877] [added: 135,630] | | |

| Current portion of long-term debt | | | [removed: 547,543] [added: 709,593] | | | | | | [removed: 50,000] [added: 547,543] | | |

| Other accrued liabilities | | | [removed: 192,501] [added: 211,931] | | | | | | [removed: 218,675] [added: 192,501] | | |

| Total current liabilities | | | [removed: 1,811,423] [added: 2,200,454] | | | | | | [removed: 1,287,880] [added: 1,811,423] | | |

| Long-term debt | | | [removed: 11,569,316] [added: 11,028,744] | | | | | | [removed: 11,884,546] [added: 11,569,316] | | |

| Long-term operating lease liabilities | | | [removed: 1,615,157] [added: 1,631,749] | | | | | | [removed: 115,187] [added: 1,615,157] | | |

| Other long-term liabilities | | | [removed: 59,569] [added: 236,210] | | | | | | [removed: 79,428] [added: 59,569] | | |

| Total liabilities | | | [removed: 15,055,465] [added: 15,097,157] | | | | | | [removed: 13,367,041] [added: 15,055,465] | | |

February 23, 2024

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| Valuation of Deferred Tax Assets | | | | | |

| *Description of the Matter* | | | As more fully described in Note 14 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to foreign tax credit carryforwards, disallowed interest expense carryforwards and other U.S. and foreign deferred tax assets of $2.2 billion reduced by a $1.3 billion valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. During the year ended December 31, 2023, the Company released $1.1 billion of its previously recorded valuation allowance. The Company considered the achievement of sustained profitability and cumulative income in the U.S., as well as forecasted income and tax planning strategies to be significant forms of positive evidence. The Company determined that the positive evidence outweighed the negative evidence and supported a release of a portion of the valuation allowance. Auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring the future utilization of deferred tax assets. These deferred tax assets are affected by assumptions, including forecasted domestic and foreign-sourced income and related inter-company royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the execution of tax planning strategies. Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets. | | |

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

February 23, 2024

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| | | | 2023 | | | | | | 2022 | | |

| Investments | | | 845,192 | | | | | | — | | |

| Deferred income taxes, net | | | 500,877 | | | | | | — | | |

| Total assets | | | $ | 13,996,223 | | | | | $ | 13,415,100 | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| Impairment of goodwill and intangible assets | | | 94,490 | | | | | | 48,036 | | | | | | 10,254 | | |

| Property charges and other | | | 130,877 | | | | | | 65,116 | | | | | | 40,508 | | |

| Loss on debt financing transactions | | | (12,683) | | | | | | — | | | | | | (2,060) | | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 729,994 | | | | | | 729,994 | | | | | | 52,223 | | | | | | 782,217 | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,810 | | | | | | — | | | | | | 3,810 | | | | | | 1,487 | | | | | | 5,297 | | |

| Exercise of stock options | | | 32,284 | | | | | | — | | | | | | — | | | | | | 1,965 | | | | | | — | | | | | | — | | | | | | 1,965 | | | | | | — | | | | | | 1,965 | | |

| Issuance of restricted stock | | | 727,522 | | | | | | 7 | | | | | | — | | | | | | 6,631 | | | | | | — | | | | | | — | | | | | | 6,638 | | | | | | — | | | | | | 6,638 | | |

| Transactions with subsidiary minority shareholders | | | 6,181 | | | | | | — | | | | | | — | | | | | | (754) | | | | | | — | | | | | | — | | | | | | (754) | | | | | | 754 | | | | | | — | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 58,390 | | | | | | — | | | | | | — | | | | | | 58,390 | | | | | | 5,095 | | | | | | 63,485 | | |

| Balances, December 31, 2023 | | | 111,737,245 | | | | | | $ | 1,330 | | | | | $ | (1,836,326) | | | | | $ | 3,647,161 | | | | | $ | 3,406 | | | | | $ | (2,066,953) | | | | | $ | (251,382) | | | | | $ | (849,552) | | | | | $ | (1,100,934) | |

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Depreciation and amortization | | | 687,270 | | | | | | 692,318 | | | | | | 715,962 | | |

| Loss on debt financing transactions | | | 12,683 | | | | | | — | | | | | | 2,060 | | |

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

| Impairment of goodwill and intangible assets | | | 94,490 | | | | | | 48,036 | | | | | | 10,254 | | |

| Property charges and other | | | 117,176 | | | | | | 59,305 | | | | | | 64,434 | | |

| Purchase of investments | | | (836,519) | | | | | | — | | | | | | — | | |

| Other | | | (7,773) | | | | | | — | | | | | | — | | |

[Table of Contents](#i00cc5124525d4aefb8680851efd44d58_7)[](#i00cc5124525d4aefb8680851efd44d58_7)[](#i00cc5124525d4aefb8680851efd44d58_7)[](#i00cc5124525d4aefb8680851efd44d58_7)

Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is currently constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates, currently expected to open in 2027.

In August 2023, the Company announced its decision to close WynnBET, Wynn Interactive’s digital sports betting and casino gaming business, in jurisdictions other than New York, Massachusetts, and Michigan, and in January 2024 the Company announced its decision to close WynnBET in Massachusetts.

In February 2024, the Company entered into an asset purchase agreement providing for the transfer and assignment of Wynn’s market access rights and related obligations in Michigan to Caesars Entertainment, Inc., and separately, signed an equity purchase agreement for the sale of WSI US, LLC, Wynn Interactive’s domestic operating subsidiary, which includes the Company’s gaming license in New York, to Penn Entertainment, Inc.; in each case, subject to certain customary closing conditions.

For more information on the Company's equity method investments, see *Investments in Unconsolidated Affiliate* within Note 2, "Basis of Presentation and Significant Accounting Policies." All significant intercompany accounts and transactions have been eliminated.

Certain amounts in the consolidated financial statements for the years ended December 31, 2022 and 2021 have been reclassified to be consistent with the current period presentation.

These reclassifications had no effect on the previously reported net loss or operating loss.

February 27, 2023

| 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. | | |

| Property charges and other | | | 113,152 | | | | | | 50,762 | | | | | | 67,455 | | |

| Loss on extinguishment of debt | | | — | | | | | | (2,060) | | | | | | (4,601) | | |

| Balances, January 1, 2020 | | | 107,363,943 | | | | | | $ | 1,228 | | | | | $ | (1,410,998) | | | | | $ | 2,512,676 | | | | | $ | (1,679) | | | | | $ | 641,818 | | | | | $ | 1,743,045 | | | | | $ | (201,573) | | | | | $ | 1,541,472 | |

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

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

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

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

| Loss on extinguishment of debt | | | — | | | | | | 2,060 | | | | | | 4,601 | | |

| Property charges and other | | | 107,341 | | | | | | 74,688 | | | | | | 38,933 | | |

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

*Macau Operations*

Wynn Interactive's subsidiary operates the digital sports betting and casino gaming business known as WynnBET in Arizona, Colorado, Indiana, Louisiana, Michigan, New Jersey, New York, Tennessee, and Virginia.

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

*Recent Developments Related to COVID-19*

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, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing and mandatory quarantine, among other things, periods of mandatory closure of certain businesses and facilities, including gaming operations, and the suspension or reduced accessibility of transportation to and from Macau.

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 the Company's properties in the future, or the extent such restrictions, if reimposed, would impact the Company's results of operations, cash flows, or financial condition.

*Liquidity*

As of December 31, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $3.65 billion, and had access to $837.0 million of available borrowing capacity from the WRF Revolver.

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.

All significant intercompany accounts and transactions have been eliminated.

which approximates fair value.

performed.

During the year ended December 31, 2020, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations and the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020.

| Financing costs included in accounts payable and other liabilities | | | $ | — | | | | | $ | 290 | | | | | $ | 3,116 | |

| | | | 294,875 | | | | | | 310,782 | | |

| | | | $ | 216,033 | | | | | $ | 199,463 | |

| | | | 12,947,460 | | | | | | 14,492,318 | | |

| | | | $ | 6,896,060 | | | | | $ | 8,765,308 | |

As of December 31, 2021, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel.

| | | | — | | | | | | 1,186 | | |

| | | | 90,062 | | | | | | 97,909 | | |

| | | | 56,274 | | | | | | 70,348 | | |

value of the reporting units comprising Wynn Interactive based on a combination of the income and market approaches, recognized goodwill impairment of $10.3 million during the year ended December 31, 2021.

Impairment of goodwill and intangible assets is recorded in Property charges and other in the accompanying Consolidated Statements of Operations.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, management believes that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Insider Trading Arrangements.*

None of the Company's directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2023.

None.

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2022] [added: 2023] (the [removed: "2023] [added: "2024] Proxy Statement") under the captions "Election of Directors," "Executive Officers," [removed: "Board Governance"] [added: "Governance"] and [removed: "Section] [added: "Delinquent Section] 16(a) [added: Reports,"] Beneficial Ownership Reporting Compliance," and is incorporated herein by reference.

The information called for by this item will be contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions "Non-Employee Director Compensation [added: Table," "Compensation Committee Report," "Executive Compensation Tables," "Summary Compensation] Table" and "Compensation Discussion and Analysis" and is incorporated herein by reference.

Although the Compensation Committee Report is being incorporated herein by reference, it shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

Certain information required by this item will be contained in the [removed: 2023] [added: 2024] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated [added: herein] by reference.

| Equity compensation plans approved by security holders | | | [removed: 56,269] [added: 23,985] | | | | | | $ | [removed: 61.14] [added: 61.48] | | | | | [removed: 2,322,022] [added: 1,585,472] | | |

| Total | | | 23,985 | | | | | | $ | 61.48 | | | | | 1,585,472 | | |

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

The information called for by this item will be contained in the [removed: 2023] [added: 2024] Proxy Statement under the caption "Certain Relationships and Transactions," and "Governance," and is incorporated herein by reference.

The information called for by this item will be contained in the [removed: 2023] [added: 2024] Proxy Statement under the caption "Ratification of Appointment of Registered Public Accounting Firm," and is incorporated herein by reference.

- Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive [removed: Loss] [added: Income (Loss)] for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

- Consolidated Statements of Stockholders' [removed: Equity (Deficit)] [added: Deficit] for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

| 4.2 | | | | | | [Description of Registrant's [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex42-descriptionofregistra.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex42-descriptionofregistra.htm)] | | | 10-K | | | | | | [removed: 2/28/2022] [added: *] | | |

| [removed: 10.1.5] [added: 10.1.7] | | | | | | [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 | | |

| [removed: 10.1.6] [added: 10.1.8] | | | | | | [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 | | |

| 10.4.2 | | | | | | [Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the [removed: 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] [added: Macau 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 | | |

| 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 | | | | | | [removed: *] [added: 2/27/2023] | | |

| 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 | | | | | | [removed: *] [added: 2/27/2023] | | |

| 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 | | | | | | [removed: *] [added: 2/27/2023] | | |

| 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 | | | | | | [removed: *] [added: 2/27/2023] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex211-subsidiariesofwrlx20.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex211-subsidiariesofwrlx20.htm)] | | | 10-K | | | | | | * | | |

| 23.1 | | | | | | [Consent of Ernst & Young LLP, Independent Registered Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex231-eyconsentx2022.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex231-eyconsentx2023.htm)] | | | 10-K | | | | | | * | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex311-ceoscertificationx20.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex311-ceoscertificationxye.htm)] | | | 10-K | | | | | | * | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex312-cfoscertificationx20.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex312-cfoscertificationxye.htm)] | | | 10-K | | | | | | * | | |

| 32 | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex32ceoandcfocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/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: 2022] [added: 2023] and December 31, [removed: 2021;] [added: 2022;] (ii) the Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020;] [added: 2021;] (iii) the Consolidated Statements of Comprehensive [removed: Loss] [added: Income (Loss)] for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020;] [added: 2021;] (iv) the Consolidated Statements of Stockholders' [removed: Equity (Deficit)] [added: Deficit] for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020;] [added: 2021;] (v) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] 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 | | | | | | * | | |

| 2023 | | | $ | 78,842 | | | | | (3,964) | | | | | | (34,803) | | | | | | $ | 40,075 | |

| 2023 | | | $ | 2,437,202 | | | | | 96,623 | | | | | | (1,193,244) | | | | | | $ | 1,340,581 | |

| 4.13 | | | | | | [Trust Deed, dated as of March 7, 2023, by and between Wynn Macau, Limited and DB Trustees (Hong Kong) Limited, as trustee, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limite](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex41trustdeed.htm)[d.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex41trustdeed.htm) | | | 8-K | | | | | | 3/7/2023 | | |

| 4.14 | | | | | | [Agency Agreement, dated as of March 7, 2023, by and between Wynn Macau, Limited, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas, as principal paying agent, principal conversion agent, transfer agent and registrar, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limited](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex42-agencyagreement.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex42-agencyagreement.htm) | | | 8-K | | | | | | 3/7/2023 | | |

| 10.1.5 | | | | | | [Amendment No. 3 to Credit Agreement, dated as of May 17, 2023, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/wynn-amendmentno3tocredita.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/wynn-amendmentno3tocredita.htm) | | | 8-K | | | | | | 5/17/2023 | | |

| 10.1.6 | | | | | | [Exhibit A to Amendment No. 3 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm) | | | 8-K | | | | | | 5/17/2023 | | |

| 10.3.0.1 | | | | | | [Second Amendment to Term Loan Agreement, dated as of June 2, 2023, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm) | | | 8-K | | | | | | 6/5/2023 | | |

| 10.3.3 | | | | | | [Amendment and Restatement Agreement to Facility Agreement, dated as of June 27, 2023, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, Bank of China Limited, Macau Branch, as agent and a syndicate of lenders party thereto](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm) | | | 8-K | | | | | | 6/30/2023 | | |

| +10.7.2.6 | | | | | | [First Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Craig S. Billings](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000116/ex101-craigsbillingsamendm.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000116/ex101-craigsbillingsamendm.htm) | | | 8-K | | | | | | 6/2/2023 | | |

| +10.7.4.2 | | | | | | [Second Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Julie Cameron-Doe](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000116/ex102-juliecameronxdoeamen.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000116/ex102-juliecameronxdoeamen.htm) | | | 8-K | | | | | | 6/2/2023 | | |

| +10.12 | | | | | | [Wynn Resorts, Limited Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex1012-wynnexecutiveretire.htm) | | | 10-K | | | | | | * | | |

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

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

| 97 | | | | | | [Wynn Resorts, Limited Clawback Policy](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex97-clawbackpolicyxamende.htm) | | | 10-K | | | | | | * | | |

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

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

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

| Dated: February [removed: 27, 2023] [added: 23, 2024] | | | | | | By: | | | /s/ Craig S. Billings | | |

| /s/ Craig S. Billings | | | | | | Director, Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Julie Cameron-Doe | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Philip G. Satre | | | | | | Non-Executive Chair of the Board and Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Betsy S. Atkins | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Richard J. Byrne | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Patricia Mulroy | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Margaret J. Myers | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Darnell Strom | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Winifred Webb | | | | | | Director | | | | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Paul Liu | | | | | | Director | | | | | | February 23, 2024 | | |

| Paul Liu | | | | | | | | | | | | | | |

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

| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | February 27, 2023 | | |

| Clark T. Randt, Jr. | | | | | | | | | | | | | | |