Wynn Resorts Annual Report 2023

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FY2023 Annual Report · Wynn Resorts

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2 0 2 3 A N N U A L R E P O R T

M I Z U M I , W Y N N L A S V E G A S

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORM 10-K

For the fiscal year ended December 31, 2023

OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

Commission File No. 000-50028

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

46-0484987
(I.R.S. Employer
Identification No.)

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)

(702) 770-7555
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

WYNN

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ‘ No È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes È No ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer È
Non-accelerated filer ‘

‘
Accelerated filer
Smaller reporting company ‘
Emerging growth company ‘
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements ‘

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b) ‘

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
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, 2023 was approximately $10.97 billion.

As of February 14, 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 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.

DOCUMENTS INCORPORATED BY REFERENCE

108

109

110

115

116

WYNN RESORTS, LIMITED AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS

Item 1.

Business

Item 1A.

Risk Factors

Item 1B. Unresolved Staff Comments

Item 1C.

Cybersecurity

Properties

Legal Proceedings

Mine Safety Disclosures

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

PART I

PART II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Reserved

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Item 9.

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

PART III

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

Item 15.

Exhibits, Financial Statement Schedules

Item 16.

Form 10-K Summary

Signatures

PART IV

Item 1. Business

Our Company

PART I

Wynn Resorts, Limited (“Wynn Resorts,” “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. We believe that our extensive design and operational experience across numerous
gaming jurisdictions provides us with a distinct advantage over other gaming enterprises.

Through our approximately 72% ownership of Wynn Macau, Limited (“WML”), we operate two integrated resorts in the
Macau Special Administrative Region of the People’s Republic of China (“Macau”), Wynn Palace and Wynn Macau
(collectively, our “Macau Operations”). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own
100% of Wynn Las Vegas and Encore at Wynn Las Vegas, which we also refer to as our Las Vegas Operations. In Everett,
Massachusetts, we operate Encore Boston Harbor, an integrated resort. In addition, we hold an approximately 97% interest in
Wynn Interactive Ltd. (“Wynn Interactive”), which operates WynnBET, our digital sports betting and casino gaming business.
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.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other reports and
any amendments of such reports filed with or furnished to the Securities and Exchange Commission (“SEC”) are available,
without charge, at
through our corporate website at
www.wynnresorts.com, Wynn Resorts provides a hyperlink to a third-party SEC filing website which makes available all such
reports and amendments and where they can be viewed without charge. The information found on or linked through our
website is not incorporated by reference into this Annual Report on Form 10-K, nor does it form a part of this Annual Report
on Form 10-K or any other report we file with or furnish to the SEC.

the SEC’s website at http://www.sec.gov. In addition,

Our Strategy

We conceptualize, design, build, and operate our resorts to create unforgettable customer experiences across a diverse set

of gaming and non-gaming amenities that attract a wide range of customer segments and generate strong financial results.

Central to our strategy is the construction of, and regular reinvestment in, world-class integrated resorts. These activities
are led by our in-house design, development, and construction subsidiary and its senior management team, which has
significant experience across all major design and construction disciplines. In addition, we believe superior customer service is
the best marketing strategy to attract customers and drive repeat visitation to our resorts. Human resources and staff training
are essential to ensuring our employees are prepared to provide the luxury service that our guests expect. We have been
successful in attracting a wide range of premium guests both domestically and internationally. Part of this strategy includes
leveraging our marketing team across various branch offices located internationally to connect with and build relationships
with our customers. We continually evaluate our offerings and service levels, and as a result, have made and expect to
continue to make enhancements and refinements to our resorts.

We plan to continue to seek out new opportunities to develop and operate world-class integrated resorts and related
businesses around the world. Overall, we believe Wynn Resorts has a demonstrated track record of developing and operating
integrated resorts that stimulate local and regional economic activity, by attracting a wide range of customers (including
high-net-worth international tourists), driving international tourism, raising average hotel room rates in the region, extending
the average length of stay per visitor, complementing existing convention and meeting business with five-star accommodations
and appropriately scaled meeting amenities, elevating service levels with the execution of five-star customer service, and
stimulating city-wide investment and employment.

Our Values

Wynn Resorts thrives in the luxury hospitality industry because of our employees, who exhibit our values at every level

within the Company. Our values are embodied by the following concepts:

•

Service-Driven. We foster a culture of respect, gratitude and meticulous attention to detail that makes service to
guests our life’s work.

• Excellence. Our singular focus on being the best celebrates the inherent connection between employee and guest,

company and community.

• Artistry. We provide a collection of guest experiences that prize artistry and championship craftsmanship, resulting

in Wynn Resorts being the highest ranked hotel company in the world.

• Progressive. Our commitment to innovation enables us to continue evolving what it means to create and operate

world-class resort destinations.

Our Commitment to Corporate Social Responsibility

We are committed to our people, our communities, and our planet. Executing on our commitment to corporate social

responsibility includes:

• Creating a five-star workplace.
•
•
• Minimizing the consumption and maximizing the benefit on our environment by sourcing renewable energy and

Fostering a diverse and inclusive workforce, and investing in our people.
Furthering social impact initiatives in our communities.

utilizing it responsibly.

• Elevating our corporate governance practices to ensure they appropriately support the long-term interests of our

stakeholders.

In North America, we have taken a leading role in the hospitality industry’s transition to clean and sustainable sources of
energy. Our investments in low-carbon energy, including on-site solar arrays and notably, a 160-acre solar facility in northern
Nevada, have earned us a place in the U.S. Environmental Protection Agency’s Green Power Partnership. We voluntarily use
green power to reduce carbon emissions and drive toward our corporate sustainability goals. We encourage our employees to
avail themselves of numerous leadership and development opportunities and use our resources to assist in the education and
development of the next generation of employees and leaders. We are also fully committed to supporting our communities in
the Las Vegas and Boston areas, through our corporate giving program and through the Wynn Employee Foundation, which
fosters charitable giving and volunteerism among Wynn employees and community partners.

In Macau and across the Greater Bay Area, which is the region encompassing Macau, Hong Kong, and southern
Guangdong Province, we strive to drive reinvestment in our community, encourage volunteerism, and promote responsible
gaming through our Wynn Care program. Since launching this program, we have centralized our community-focused
initiatives under one umbrella and meaningfully increased our involvement in various volunteer activities and community
events in Macau, the Greater Bay Area, and beyond. We are also fully committed to supporting the sustainable development of
Macau and endeavor to provide our guests with a premium experience while remaining environmentally conscious by
monitoring and reducing inefficient energy and resource consumption and embracing technologies that help us to responsibly
use our resources. In addition, we provide our employees in Macau with numerous professional development and training
opportunities to elevate core and leadership skills.

Executing on Our Strategy

Reflecting our strategic focus, our values, and our commitment to delivering world-class, five-star service within luxury

integrated resorts, the Company has received the following recognition:

• Collectively, Wynn Resorts earned 22 Forbes Travel Guide Five-Star awards in 2024, more than any other

independent hotel company in the world.

• Wynn Resorts was once again honored to be included on FORTUNE Magazine’s 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.

• Wynn Las Vegas has received Four Green Globes, the highest certification for energy-efficient and sustainable

buildings from the Green Building Initiative.

• Encore Boston Harbor has been certified LEED Platinum, the U.S. Green Building Council’s highest level of

certification.

Our Resorts

We present the operating results of our four resorts in the following segments: Wynn Palace, Wynn Macau, Las Vegas
Operations, and Encore Boston Harbor. We generally experience fluctuations in revenues and cash flows from month to

month, including from such factors as the timing of major conventions and holidays; however, we do not believe that our
business is materially impacted by seasonality.

Wynn Palace

We opened Wynn Palace in August 2016, on Macau’s Cotai Strip, conveniently located minutes from both Macau
International Airport and the Macau Taipa Ferry Terminal and directly adjacent to a stop serviced by Macau’s light rail
system. The property features approximately 468,000 square feet of casino space with 304 table games and 554 slot machines,
as well as private gaming salons and sky casinos. Wynn Palace also features a luxury hotel tower with a total of 1,706 guest
rooms, suites, and villas, offering a health club, spa, salon, and pool. 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, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level
access.

We are in the design stages of developing the next phase of Wynn Palace. We currently expect that the next phase at
Wynn Palace will incorporate an array of amenities such as theater and event space, food and beverage features, and other
non-gaming offerings.

Wynn Macau

We opened Wynn Macau in September 2006, and Encore, an expansion of Wynn Macau, in April 2010. Located in the
heart of downtown Macau, the property features approximately 294,000 square feet of casino space with 259 table games and
530 slot machines, as well as private gaming salons, sky casinos, and a poker room. Wynn Macau also features two luxury
hotel towers with a total of 1,010 guest rooms and suites, offering two health clubs, two spas, a salon and a pool. In addition,
Wynn Macau offers 14 food and beverage outlets, approximately 64,300 square feet of high-end, brand-name retail space, and
approximately 31,000 square feet of meeting and convention space. Wynn Macau’s signature attractions include a
performance lake and a rotunda show featuring a Chinese zodiac-inspired ceiling along with gold “tree of prosperity” and
“dragon of fortune” features.

Las Vegas Operations

We opened Wynn Las Vegas in April 2005 and Encore, an expansion of Wynn Las Vegas, in December 2008. Wynn Las
Vegas is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land
fronting the Las Vegas Strip. The property features approximately 194,000 square feet of casino space with 232 table games
and 1,621 slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book. Wynn Las
Vegas also features two luxury hotel towers with a total of 4,748 guest rooms, suites, and villas, which offers swimming pools,
private cabanas, two full service spas and salons, and a wedding chapel. In addition, Wynn Las Vegas offers 34 food and
beverage outlets, approximately 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 an exclusive theatrical production and various headliner
entertainment act.

Encore Boston Harbor

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston
along the Mystic River. The property features approximately 210,000 square feet of casino space with 183 table games, 24
poker tables and approximately 2,633 slot machines, private and high-limit gaming areas, and a sports book. Encore Boston
Harbor also features a luxury hotel tower with a total of 671 guest rooms and suites, which offers a spa and salon. In addition,
Encore Boston Harbor offers 14 food and beverage outlets and a nightclub, approximately 8,186 square feet of retail space,
and approximately 71,000 square feet of meeting and convention space. Public attractions include a waterfront park, floral
displays, and water shuttle service to downtown Boston.

Future Development Projects

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

Arab Emirates. Wynn Al Marjan Island, which is currently under construction, is anticipated to be completed and open to the
public in 2027, featuring an over 1,500-room hotel, 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. The planned integrated resort will leverage Wynn Resorts’ expertise
in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by
accelerating tourism, creating jobs, and contributing to the growth of related sectors.

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.

Wynn Interactive

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.

Market and Competition

The casino resort industry is highly competitive. We compete with other high-quality resorts on the basis of the range of
amenities, level of service, price, location, entertainment, themes and size, among other factors. We seek to differentiate our
integrated resorts by delivering superior design and customer service.

Macau

Macau, located in the Greater Bay Area, is governed as a special administrative region of China and is located
approximately 37 miles southwest of Hong Kong. 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 60 years, consists principally of a peninsula on mainland China and two
neighboring islands, Taipa and Coloane, between which the Cotai area is located. In addition to Wynn Resorts (Macau) S.A.
(“Wynn Macau SA”), SJM Resorts, S.A. (“SJM”), Galaxy Casino, S.A. (“Galaxy”), Venetian Macau, S.A. (“Venetian
Macau”), Melco Resorts (Macau) Limited (“Melco”), and MGM Grand Paradise Limited (“MGM Macau”) are permitted to
operate casinos in Macau, with a total of 30 casinos currently in operation.

Both the Macau gaming market and visitation to Macau grew significantly from liberalization in 2002 up until the
outbreak of COVID-19, but fell meaningfully from early 2020 to December 2022 due to certain border control and other travel
related restrictions as a result of the pandemic. Over the course of December 2022 and January 2023, Macau authorities
eliminated these COVID-19 related protective measures. According to the Macau Statistics and Census Service Monthly
Bulletin of Statistics, visitation to Macau in 2023 increased 394.9% and decreased 28.4% as compared to 2022 and 2019,
respectively.

We believe that the Macau region hosts one of the world’s largest concentrations of potential gaming and tourism
customers. 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 2021, and $5.3 billion in 2022, due to various quarantine measures and travel and entry
restrictions and conditions since the outbreak of COVID-19, 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 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.

Our Macau Operations face competition primarily from the 28 other casinos located throughout Macau in addition to
casinos located throughout the world, including Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia,
Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia. Additionally, certain other
Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which
could increase competition for our Macau Operations.

Las Vegas

Las Vegas is the largest gaming market in the United States. The Las Vegas gaming market is highly competitive and is

largely dependent on tourist arrivals and meeting- and convention-related visitation.

Las Vegas Strip gaming revenues increased significantly during the year ended December 31, 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 $8.9 billion in 2023, a 7.4% increase from $8.3 billion in 2022. According to the Las
Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 40.8 million in 2023, a 5.2% increase from
38.8 million in 2022. Occupancy on the Las Vegas Strip increased 5.6% (on an absolute basis) to 86.2%, from 81.6% in 2022.

Our Las Vegas Operations are located on the Las Vegas Strip and compete with other high-quality resorts and hotel
casinos in Las Vegas. There are currently several large-scale integrated resort projects either recently completed or under
development in the vicinity of our Las Vegas Operations, which may present increased competition in the future. Our Las
Vegas Operations also compete, to some extent, with other casino resorts throughout the United States and elsewhere in the
world.

Massachusetts

Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market
that generated approximately $3.0 billion of gross gaming revenue in each of the years ended December 31, 2023 and 2022.
The greater Boston metropolitan area is the largest population center in New England, with a population of approximately
5 million residents.

Gaming in the New England region is characterized by a high degree of competition, based largely on location, product
quality, service levels, and effectiveness in marketing to and establishing relationships with repeat visitors located in the area.
Encore Boston Harbor competes with both commercial and Native American casinos located in the northeastern United States,
including two Native American casinos in Connecticut, two casinos in Rhode Island, and MGM Springfield in Massachusetts.
Differences in regulatory landscapes across state borders may impact our ability to compete with other casinos in the region.
For example, some casino operators in the region may pay lower gaming taxes, or may be permitted to offer gaming amenities
we are currently unable to offer at Encore Boston Harbor. We also face competition, to a lesser degree, from operations in the
region which offer other forms of legalized gaming and related recreation and leisure facilities, such as state lotteries, horse
racing, online gaming, and sports betting.

Regulation and Licensing

Macau

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

As a casino concessionaire, Wynn Macau SA is subject to the regulatory control of the Macau government. The Macau
government has adopted Laws and Administrative Regulations governing the operation of casinos in Macau. Only
concessionaires are permitted to operate casinos. Each concessionaire was required to enter into a concession agreement with
the Macau government which, together with the Law and Administrative Regulations, form the framework for the regulation
of the activities of the concessionaire.

Under the 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. The same requirements apply to any entity engaged by a concessionaire to manage casino
operations. Concessionaires are required to satisfy minimum capitalization requirements, demonstrate and maintain adequate
financial capacity to operate the concession and submit to continuous monitoring of their casino operations by the Macau
government. Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with
respect to, among other things, certain contracts, financing activities and transactions with directors, financiers and key
employees. Transfers or the encumbering of interests in concessionaires must be reported to the Macau government and are
ineffective without government approval.

Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the
holder of at least 15% of the capital stock of the concessionaire. The appointment of the managing director and of any
successor is ineffective without the approval of the Macau government. All contracts placing the management of a
concessionaire’s casino operations with a third party also are ineffective without the approval of the Macau government.

Concessionaires are subject to a special gaming tax of 35% of gross gaming revenue, and must also make an annual
contribution of up to 5% of gross gaming revenue for the promotion of public interests, social security, infrastructure and
tourism. Concessionaires are obligated to withhold applicable taxes, according to the rate in effect as set by the government,
from any commissions paid to gaming promoters. The withholding rate may be adjusted from time to time.

The Gaming Concession Contract between Wynn Macau SA and the Macau government requires Wynn Macau SA to

operate two casinos: “Casino Wynn Macau” and “Casino Wynn Palace.”

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

Pursuant to the Gaming Concession Contract and applicable Macau laws, Macau government may rescind the gaming
concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including
in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn
Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA
ceasing to be eligible for the gaming concession under the Macau gaming law. If the Macau government rescinds the Gaming
Concession Contract due to Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations, Wynn Macau SA
will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its
casinos, gaming assets and equipment and ownership rights to its casino areas in Macau. Beginning in the eighth year of Wynn
Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA
with at least one-year prior written notice. In such event, Wynn Macau SA would be entitled to fair and equitable compensation
pursuant to the Macau gaming law. The amount of such compensation relating to the projects agreed with the Macau government
would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year
immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the
Gaming Concession Contract. The government of Macau may assume temporary custody and control over the operation of a
concession in certain circumstances. During any such period, the costs of operations must be borne by the concessionaire.

Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various
corporate changes and actions, including expansion of its business scope, issuance of shares, transfer of or creation of any
encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto,
change of its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan
contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.4 million), and
granting of a loan to any of its directors, shareholders or key employees. Wynn Macau SA is required to notify the Macau
government of certain other changes, including any loan, mortgage, claim for obligation, guarantee or the assumption of any
debt for financing its business with a value that equals to or exceeds MOP16.0 million (approximately US$2.0 million). In
particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to
making financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital,
(ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above
items (i) and (ii), whose value exceeding 10% of its share capital.

Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government an annual
execution proposal of the specific projects mentioned in the Investment Plan annexed to the Gaming Concession Contract
which it intends to execute in the following year by September 30, of each calendar year, detailing each project it intends to
invest, the investment amount and the execution schedule for the relevant year for the purpose of government approval. Within
60 days after submission of each annual execution proposal, the Macau government will decide on its approval, and may
request adjustments to specific projects, the investment amount and the execution schedule. If any of our annual execution
proposals or parts thereof are not approved by the Macau government, Wynn Macau SA is obliged to propose allocating the
relevant funds to other projects related with its activity, which are also subject to acceptance by the Macau government, while
the total investment amount will remain unchanged. 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.

Wynn Macau SA is required to submit a report on the execution of the previous year’s execution proposal by March 31st of
each calendar year. In addition, Wynn Macau SA is subject to the supervision of the Macau government as regards the
execution of development projects included in the Investment Plan, and Wynn Macau SA must submit regular progress reports
every two months, and may be requested to submit exceptional detailed reports whenever the normal progress of any
development project included in the Investment Plan is compromised.

Nevada

The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the
regulations made thereunder (collectively, the “Nevada Act”), as well as to various local ordinances. Our Las Vegas
Operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (“NGC”), the Nevada
Gaming Control Board (“NGCB”) and the Clark County Liquor and Gaming Licensing Board (“CCLGLB”). The NGC and
NGCB are referred to herein collectively as the “Nevada Gaming Authorities.”

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of

public policy. Such public policy concerns include, among other things:

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preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or
in any capacity;
establishing and maintaining responsible accounting practices and procedures;
maintaining effective controls over the financial practices of licensees, including establishing minimum
procedures for internal fiscal affairs and safeguarding assets and revenue, providing reliable recordkeeping and
requiring the filing of periodic reports with the Nevada Gaming Authorities;
preventing cheating and fraudulent practices; and
providing a source of state and local revenue through taxation and licensing fees.

Any changes in applicable laws, regulations and procedures could have an adverse effect on our Las Vegas gaming

operations and our financial condition and results of operations.

Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of Wynn Las Vegas, is licensed by the Nevada Gaming
Authorities to conduct casino gaming operations, including a race book and sports pool, pari-mutuel wagering and the
operation of gaming salons. It is also licensed as a manufacturer and distributor. These gaming licenses are not transferable.

We are required to be registered as a publicly traded corporation (a “registered public company”) and to be found suitable
by the NGC to own the equity interests of Wynn Resorts Holdings, LLC (“Wynn Resorts Holdings”). Wynn Resorts Holdings
is required to be registered as an intermediary company and to be found suitable to own the equity interests of Wynn Resorts
Finance, LLC (“Wynn Resorts Finance”) (f/k/a Wynn America, LLC). Wynn Resorts Finance, LLC is required to be registered
as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn America Group, LLC
(“Wynn America Group”). Wynn America Group is required to be registered as an intermediary company and to be found
suitable by the NGC to own the equity interests of Wynn Las Vegas Holdings, LLC (“Wynn Las Vegas Holdings”). Wynn Las
Vegas Holdings is required to be registered as an intermediary company and to be found suitable by the NGC to own the
equity interests of Wynn Las Vegas, LLC. Wynn Resorts Holdings, Wynn Resorts Finance, Wynn America Group, and Wynn
Las Vegas Holdings are referred to individually as a “registered intermediary subsidiary” and collectively as the “registered
intermediary subsidiaries.” We and the registered intermediary subsidiaries hold all the various registrations, approvals,
permits and licenses required for Wynn Las Vegas, LLC to engage in gaming activities in Nevada.

No person may become a member of or receive profits from Wynn Las Vegas, LLC or the registered intermediary
subsidiaries without first registering (for equity ownership of 5% or less), or obtaining licenses and approvals from the Nevada
Gaming Authorities. The Nevada Gaming Authorities may investigate any individual who has a material relationship to or
material involvement with us to determine whether the individual is suitable or should be licensed as a business associate of a
gaming licensee. Officers, directors and certain key employees of Wynn Las Vegas, LLC and the registered intermediary
subsidiaries and our officers and directors who are actively and directly involved in the gaming activities of Wynn Las Vegas,
LLC may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities
may require additional applications and may also deny an application for licensing for any reason which they deem
appropriate. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. An applicant for licensing or an applicant for a finding of suitability must
pay or must cause to be paid all the costs of the investigation. Changes in licensed positions must be reported to the Nevada
Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensing, the
Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to
continue having a relationship with Wynn Las Vegas, LLC, the registered intermediary subsidiaries, or us, we would have to
sever all relationships with the person. In addition, the Nevada Gaming Authorities may require Wynn Las Vegas, LLC, the
registered intermediary subsidiaries, or us to terminate the employment of any person who refuses to file appropriate
applications. Determinations of suitability are not subject to judicial review.

If the NGC determines that we, Wynn Las Vegas, LLC, or a registered intermediary subsidiary have violated the Nevada
Act, it could limit, condition, suspend or revoke our and our intermediary subsidiary registrations and Wynn Las Vegas, LLC’s
gaming license. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the
Nevada Act at the discretion of the NGC. Further, the NGC could appoint a supervisor to operate Wynn Las Vegas and, under
specified circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the
premises) could be forfeited to the State of Nevada. The limitation, conditioning or suspension of any of our gaming licenses
and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on
our gaming operations.

Periodically, we are required to submit detailed financial and operating reports to the NGC and provide any other
information that the NGC may require. Substantially all of our material loans, leases, sales of securities and similar financing
transactions must be reported to, and/or approved by, the NGC.

Any beneficial owner of our voting or nonvoting securities, regardless of the number of shares owned, may be required to
file an application, be investigated and have that person’s suitability as a beneficial owner of voting securities determined if
the NGC has reason to believe that the ownership would be inconsistent with Nevada’s declared public policies. 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 beneficial owners. The applicant must pay all costs of the investigation incurred by the Nevada Gaming
Authorities in conducting any investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the
NGC. The Nevada Act requires beneficial owners of more than 10% of a registered company’s voting securities to apply to the
NGC for a finding of suitability within 30 days after the Chair of the NGCB mails the written notice requiring such filing. Under
certain circumstances, an “institutional investor” as defined in the Nevada Act which acquires more than 10%, but not more than
25%, of a registered company’s voting securities may apply to the NGC for a waiver of a finding of suitability if the institutional
investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold
more than 25% but not more than 29% of a registered company’s voting securities and may, in certain circumstances, own up to
29% of the voting securities of a registered company for a limited period of time and maintain the waiver.

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

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voting on all matters voted on by stockholders or interest holders;
making financial and other inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in management, policies or operations; and
other activities that the NGC may determine to be consistent with such investment intent.

We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities
at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the disclosure may be grounds for
finding the record holder unsuitable. We are required to provide maximum assistance in determining the identity of the
beneficial owner of any of our voting securities. The NGC has the power to require the stock certificates of any registered
company to bear a legend indicating that the securities are subject to the Nevada Act. The certificates representing shares of
Wynn Resorts’ common stock note that the shares are subject to a right of redemption and other restrictions set forth in Wynn
Resorts’ articles of incorporation and bylaws and that the shares are, or may become, subject to restrictions imposed by
applicable gaming laws.

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do
so by the NGC or by the Chair of the NGCB, or who refuses or fails to pay the investigative costs incurred by the Nevada
Gaming Authorities in connection with the investigation of its application may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable
and who holds, directly or indirectly, any beneficial ownership of any voting security or debt security of a registered company
beyond the period of time as may be prescribed by the NGC may be guilty of a criminal offense. We will be subject to
disciplinary action if, after we receive notice that a person is unsuitable to hold an equity interest or to have any other
relationship with us, we:

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pay that person any dividend or interest upon any voting securities;
allow that person to exercise, directly or indirectly, any voting right held by that person relating to Wynn
Resorts;
pay remuneration in any form to that person for services rendered or otherwise; or
fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities,
including, if necessary, the immediate purchase of the voting securities for cash at fair market value.

The NGC may, in its discretion, require the owner of any debt or similar securities of a registered public company, to file
applications, be investigated and be found suitable to own the debt or other securities of the registered company if the NGC
has reason to believe that such ownership would otherwise be inconsistent with Nevada’s declared public policies. 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, it:

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pays to the unsuitable person any dividend, interest or any distribution whatsoever;
recognizes any voting right by the unsuitable person in connection with the securities;
pays the unsuitable person remuneration in any form; or
makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation
or similar transaction.

We may not make a public offering (debt or equity) without the prior approval of the NGC if the proceeds from the
offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations
incurred for those purposes or for similar transactions. On March 17, 2022, the NGC granted Wynn Resorts prior approval,
subject to certain conditions, to make public offerings for a period of three years (the “Shelf Approval”). The Shelf Approval
may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the
NGCB.

Changes in control of Wynn Resorts through merger, consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person whereby the person obtains control may not occur without the prior
approval of the NGC. Entities seeking to acquire control of a registered public company must satisfy the NGCB and the NGC
concerning a variety of stringent standards prior to assuming control of the registered public company.

The NGC may also require controlling stockholders, officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating
to the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting
securities and corporate defense tactics affecting Nevada gaming licensees and registered public companies that are affiliated
with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming. The NGC has
established a regulatory scheme to reduce the potential adverse effects of these business practices upon Nevada’s gaming
industry and to further Nevada’s policy in order to:

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assure the financial stability of corporate gaming licensees and their affiliated companies;
preserve the beneficial aspects of conducting business in the corporate form; and
promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the NGC before we can make exceptional repurchases of voting
securities above its current market price and before a corporate acquisition opposed by management can be consummated. The
Nevada Act also requires prior approval of a plan of recapitalization proposed by a registered company’s Board of Directors in
response to a tender offer made directly to its stockholders for the purpose of acquiring control.

The Nevada Act requires any person who individually or in association with others, acquires or holds any amount of any
class of voting securities, or each plan sponsor of a pension or employee benefit plan that acquires or holds any amount of any
class of voting securities in a registered public company with the intent to engage in an activity that necessitates an amendment
to a corporate charter, bylaws, management, policies or operation of a registered public company, to engage in an activity that
materially influences or affects the affairs of a registered public company, or to engage any other activity that the NGC
determines is inconsistent with holding voting securities for investment purposes to, within 2 days after possession of that
intent, notify the NGCB Chair and apply to the NGC for a finding of suitability within 30 days after notification to the NGCB
Chair.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to
the State of Nevada and to the counties and cities in which the licensed subsidiaries’ respective operations are conducted.
Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are
based upon a percentage of the gross revenue received; the number of gaming devices operated; or the number of table games
operated. A live entertainment tax also is imposed on admission charges where live entertainment is furnished.

Because we are involved in gaming ventures outside of Nevada, we are required to deposit with the NGCB, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the NGCB of our participation in
such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the NGC. Thereafter, we are
also required to comply with certain reporting requirements imposed by the Nevada Act. A licensee or registrant is also subject
to disciplinary action by the NGC if it:

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knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;
fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required
of Nevada gaming operations;
engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat
to the control of gaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada
or gaming in Nevada, or is contrary to the gaming policies of Nevada;
engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect
gaming taxes and fees; or
employs, contracts with or associates with a person in the foreign operation who has been denied a license or
finding of suitability in Nevada on the ground of unsuitability.

The conduct of gaming activities and the service and sale of alcoholic beverages at Wynn Las Vegas are subject to
licensing, control and regulation by the CCLGLB, which has granted Wynn Las Vegas, LLC licenses for such purposes. In
addition to approving Wynn Las Vegas, LLC, the CCLGLB has the authority to approve all persons owning or controlling the
equity of any entity controlling a gaming license. Certain of our officers, directors and key employees have been or may be
required to file applications with the CCLGLB. Clark County gaming and liquor licenses are not transferable. The County has
full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have a
substantial negative impact on our operations.

Massachusetts

The Massachusetts Expanded Gaming Act and the regulations promulgated thereunder (collectively the “Massachusetts
Act”) subjects the owners and operators of gaming establishments to extensive state licensing and regulatory requirements. We
are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, (“Wynn MA”) which operates Encore
Boston Harbor.

The Massachusetts Gaming Commission (“MGC”) is responsible for issuing licenses under the Massachusetts Act and
assuring that licenses are not issued or held by unqualified, disqualified or unsuitable persons. The MGC, in particular its
Investigations and Enforcement Bureau (“IEB”), which is a bureau within the MGC, has extensive authority to conduct
background investigations of applicants and licensees, and for generally enforcing the Massachusetts Act. The MGC has the
authority to award up to three Category 1 licenses (table games and slot machines), and one Category 2 license (slot machines
only), within the Commonwealth of Massachusetts to qualified applicants.

On September 17, 2014, the MGC designated Wynn MA the award winner of the Category 1 Greater Boston gaming
license effective November 7, 2014. We, our relevant subsidiaries, and individual qualifiers required to be qualified have been
found suitable by the MGC. Additional entities and key employees have been and will be required to file applications with the

MGC and are or may be required to be licensed or found suitable by the MGC. A finding of suitability is comparable to
licensing, and both require submission of detailed personal and financial information followed by a thorough investigation.
Changes in licensed positions must be reported to the MGC.

If the MGC were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a
relationship with us, we would have to sever all relationships with that person. In addition, the MGC may require us to
terminate the employment of any person who refuses to file appropriate applications.

The initial license term is for 15 years, which commenced upon the MGC’s confirmation of its approval of the
commencement of the operation of the gaming establishment on June 27, 2019. Wynn MA’s gaming license is conditioned
upon Wynn MA continuing to meet applicable licensing, registration, qualification and other regulatory requirements. The
initial license fee for Category 1 licenses is $85,000,000, which Wynn MA has paid. All Category 1 and Category 2 gaming
licenses are also subject to additional annual fees under the Massachusetts Act. The Commonwealth of Massachusetts also
receives 25% of gross gaming revenues for Category 1 licensees.

Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation
legalizing sports wagering in Massachusetts. Under the 2022 legislation, Encore Boston Harbor is authorized to operate a
sportsbook and is entitled to two individually branded mobile platforms. The initial term of the sports wagering licenses,
which carries a $5,000,000.00 initial license fee, is 5 years. Sports wagering licenses are also subject to additional regulatory
fees. The Commonwealth of Massachusetts receives 15% of gross retail sports wagering revenues.

The MGC has responsibility for the continuing regulation and licensing of the licensee and its officers, directors,
employees and other designated persons. The MGC retains the authority to suspend, revoke or condition a Category 1 license,
or any other license issued under the Massachusetts Act, and the IEB may levy civil penalties for regulatory and other
violations. All licenses issued under the Massachusetts Act are expressly deemed a revocable privilege, conditioned on the
licensee’s fulfillment of all conditions of licensure, compliance with applicable laws and regulations, and the licensee’s
continuing qualification and suitability. Among other things, the MGC is also responsible for the collection of application,
license and other fees, conducting investigations of and monitoring applicants and licensees, and reviewing and ruling on
complaints, and may conduct inspections of the gaming establishment premises or the licensee’s records and equipment.

Pursuant to the Massachusetts Act, the MGC may grant a gaming beverage license for the sale and distribution of
alcoholic beverages for a gaming establishment. The division of gaming liquor enforcement of the Alcoholic Beverage Control
Commission has the authority to enforce, regulate and control the distribution of alcoholic beverages in a gaming
establishment. The MGC may revoke, suspend, refuse to renew or refuse to transfer a gaming beverage license for violations
of the Massachusetts Act that pertain to the sale and distribution of alcohol consumed on the premises and the regulations
adopted by the MGC. The MGC has adopted regulations for the issuance of gaming beverage licenses. These regulations and
any changes in applicable laws, regulations and procedures could have significant negative effects on our future Massachusetts
gaming operations and results of operations.

Under the Massachusetts Gaming Act, the MGC is charged with “establishing the financial stability and integrity of
gaming licensees, as well as the integrity of their sources of financing” this includes the licensure or qualification of certain
persons with a financial interest in a gaming licensee or in a gaming establishment. The Gaming Act requires licensure of
anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or
who is a close associate of a gaming licensee. While the Gaming Act and MGC’s regulations contain exemptions for certain
financial institutions and transactions, and generally focus on actual or beneficial ownership interests, the MGC retains
significant discretion to require licensure of anyone with a financial interest in a gaming licensee or gaming establishment
including any company holding over 15% of the licensee, or a holding, intermediary or subsidiary company of a licensee or of
an individual that can exercise control or provide direction to a gaming licensee. Like its discretionary authority to require
licensure, the MGC also has discretionary authority to grant a waiver from licensure to any person that cannot exercise control
or provide direction to a gaming licensee or a holding, intermediary or subsidiary company thereof.

Certain transfer of interests in a Massachusetts gaming licensee or gaming establishment may require notice to the MGC
and approval of any new person required to be licensed as a result of the transfer. A transfer of interest that also results in a
change in control may require further review and approval by the MGC. No notice or approval is required for the open market
transfer of less than five per cent interest in the holding company, parent or intermediary company of the licensee. The
granting of a security interest in a gaming license or gaming establishment to certain banking or commercial financial
institutions in return for financing does not require prior notice or approval by the MGC.

Digital Sports Betting and Gaming

We and our partners are subject to various federal, state, and international laws and regulations that affect our digital
sports betting and casino gaming businesses. The ownership, operation, and management of our digital sports betting and
casino gaming business are subject to regulations of each of the jurisdictions in which we operate. Additional laws in these
areas may be passed in the future, which could result in impact to the ways in which we and our partners are able to offer
interactive sports betting and casino gaming in jurisdictions that permit such activities.

Other Regulations

In addition to gaming regulations, we are subject to extensive local, state, federal and foreign laws and regulations in the
jurisdictions in which we operate. These include, but are not limited to, laws and regulations relating to alcoholic beverages,
environmental matters, employment and immigration, currency and other transactions, taxation, zoning and building codes,
marketing and advertising, lending, debt collection, privacy, telemarketing, money laundering, laws and regulations
administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act (the
“FCPA”). Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations
could be enacted. Any material changes, new laws or regulations, or material differences in interpretations by courts or
governmental authorities could adversely affect our business and operating results.

Human Capital

As of December 31, 2023, we had approximately 27,800 employees (including approximately 11,300 in Macau and

16,500 in the United States).

Diversity and inclusion are the cornerstone of our human capital management efforts. We are committed to a fair and
inclusive work environment at each of our resorts. As part of this commitment, we offer diversity and inclusion training to all
of our employees. We foster the growth and development of our employees to ensure that they remain best-equipped to deliver
the singular customer service at each of our resorts. Across our resorts, we maintain an extensive program of training and
development focused on skills development and career advancement.

Our non-union employees are all eligible to participate in the Company paid health, vision, dental, life, prescription, and
long-term disability insurance plans. The Company also provides employee paid supplemental life and accident insurance
plans. In the U.S., to encourage employees to keep up with routine medical care and participate in its wellness program, the
Company funds a health reimbursement account for participating employees. To help employees cover medical expenses
pre-tax, the Company offers employees in the U.S. a flexible spending A\account. The Company also offers defined
contribution retirement plans to its eligible employees, and a non-mandatory central provident fund scheme to eligible
employees in Macau which includes contributions from employees and the employer.

Our collective bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165,
which covers approximately 6,220 culinary, housekeeping, public area, and front services employees at Wynn Las Vegas, is
effective from August 1, 2023 through November 30, 2028. Wynn Las Vegas entered into a collective bargaining agreement
with the United Auto Workers Union (“UAW”) effective August 28, 2021 through August 28, 2024, covering approximately
370 table games dealer employees. Wynn Las Vegas entered into a collective bargaining agreement with the International
Brotherhood of Teamsters effective July 21, 2021 through July 21, 2024, covering approximately 160 horticulture and valet
employees. Wynn Las Vegas entered into a collective bargaining agreement with the UAW effective from January 27, 2023
through January 27, 2027, covering approximately 70 slot attendant employees.

Our collective bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International
Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which covers approximately 1,400 employees at
Encore Boston Harbor, expires on August 31, 2026. 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. Effective as of
July 2021, Encore Boston Harbor entered into a collective bargaining agreement with Local 103, International Brotherhood of
Electrical Workers, AFL-CIO. The collective bargaining agreement covers approximately 110 maintenance employees at
Encore Boston Harbor, and expires in June 2024. Effective as of August 2022, Encore Boston Harbor entered into a collective
agreement with United Government Security Officers of America, Local 295. The collective bargaining agreement covers
approximately 150 security officers at Encore Boston Harbor and expires in June 2025.

Intellectual Property

Among our most important marks are our trademarks and service marks that use the name “WYNN.” Wynn Resorts has
registered with the U.S. Patent and Trademark Office (“PTO”) a variety of WYNN-related trademarks and service marks in
connection with a variety of goods and services.

We have also filed applications with various foreign patent and trademark registries, including in Macau, China,
Singapore, Hong Kong, Taiwan, Japan, certain European countries and various other jurisdictions throughout the world, to
register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.

We recognize that our intellectual property assets, including the word and logo version of “WYNN,” are among our most
valuable assets. As a result, and in connection with expansion of our resorts and gaming activities outside the United States,
we have undertaken a program to register our trademarks and other intellectual property rights in relevant jurisdictions. We
have retained counsel and intend to take all steps necessary to protect our intellectual property rights against unauthorized use
throughout the world.

Pursuant to the Surname Rights Agreement, dated August 6, 2004, Stephen A. Wynn (“Mr. Wynn”) granted us our
exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks
incorporating the “Wynn” surname for casino resorts and related businesses, together with the right to sublicense the name and
marks to its affiliates. Pursuant to a separation agreement, dated February 15, 2018, by and between Mr. Wynn and the
Company, if we cease to use the “Wynn” surname and trademark, we will assign all of our right, title, and interest in the
“WYNN” marks to Mr. Wynn and terminate the Surname Rights Agreement.

We have also registered various domain names with various domain registrars around the world. Our domain registrations
extend to various foreign jurisdictions such as “.com.cn” and “.com.hk.” We pursue domain related infringement on a case by
case basis depending on the infringing domain in question.

For more information regarding the Company’s intellectual property matters, see Item 1A—“Risk Factors.”

Forward-Looking Statements

We make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our
management and on information currently available to us. Forward-looking statements include, but are not limited to,
information about our business strategy, development activities, competition and possible or assumed future results of
operations throughout this report and are often preceded by, followed by or include the words “may,” “will,” “should,”
“would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or
similar expressions.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ
materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A—“Risk
Factors” and other factors we describe from time to time in our periodic filings with the SEC, such as:

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extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and
regulations;
pending or future investigations, litigation and other disputes;
our dependence on key managers and employees;
our ability to maintain our gaming licenses and concessions and comply with applicable gaming law;
international relations, national security policies, anticorruption campaigns and other geopolitical events, which
may impact the number of visitors to our properties and the amount of money they are willing to spend;
disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel
and leisure industry more generally from, events outside of our control, including an outbreak of an infectious
disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations,
extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or
terrorist attacks;
public perception of our resorts and the level of service we provide;
our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries’
ability to pay us dividends and distributions;
competition in the casino/hotel and resort industries and actions taken by our competitors, including new
development and construction activities of competitors;
our ability to maintain our customer relationships and collect and enforce gaming receivables;
win rates for our gaming operations;
construction and regulatory risks associated with our current and future construction projects or co-investments
in such projects;
any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act;
our compliance with environmental requirements and potential cleanup responsibility and liability as an owner
or operator of property;
adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities;
changes in and compliance with the gaming laws or regulations in the various jurisdictions in which we operate;
changes in tax laws or regulations related to taxation, including changes in the rates of taxation;
our collection and use of personal data and our level of compliance with applicable governmental regulations,
credit card industry standards and other applicable data security standards;
cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and
negligent or intentional misuse by customers, company employees, or employees of third-party vendors;
our ability to protect our intellectual property rights;
labor actions and other labor problems;
our current and future insurance coverage levels;
risks specifically associated with our Macau Operations;
the level of our indebtedness and our ability to meet our debt service obligations (including sensitivity to
fluctuations in interest rates); and
continued compliance with the covenants in our debt agreements.

Further information on potential factors that could affect our business, financial condition, results of operations and cash
flows are included elsewhere in this report and our other filings with the SEC. You should not place undue reliance on any
forward-looking statements, which are based only on information available to us at the time this statement is made. We
undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future
developments or otherwise.

Item 1A. Risk Factors

You should carefully consider the risk factors set forth below, as well as the other information contained in this Annual
Report on Form 10-K, regarding matters that could have an adverse effect, including a material one, on our business, financial
condition, results of operations and cash flows. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of
operations and cash flows.

Risks Related to our Business

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

Our financial results are affected by the global and regional economies in which we have operations. Consumer demand
for hotels, casino resorts, trade shows, conventions and the type of luxury amenities that we offer is particularly sensitive to
downturns in the economies in which we operate, which could harm consumer confidence in the economy and adversely affect
discretionary spending. Because a significant number of our customers come from the PRC, Hong Kong and Taiwan, the
economic condition of Macau and its surrounding region, in 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, or changes in consumer confidence could reduce customer demand for the luxury
amenities and leisure activities we offer and may negatively impact our results of operations.

Negative macroeconomic conditions, including inflationary pressures, relatively low levels of unemployment, and
centralized efforts to control and mitigate the impact of those conditions, have led to a significant increase in interest rates,
decreased consumer discretionary spending and disruption and volatility within the capital markets, and 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 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.

We are subject to extensive state and local regulation, and licensing and gaming authorities have significant control over
our operations. The cost of compliance or failure to comply with such regulations and authorities could have a negative
effect on our business, and if we fail to obtain regulatory approvals to operate in new jurisdictions, our growth prospects
may be limited.

The operations of our resorts and digital sports betting and casino offerings are contingent upon our obtaining and
maintaining all necessary licenses, permits, approvals, registrations, findings of suitability, orders and authorizations in the
jurisdictions in which our resorts are located. The laws, regulations and ordinances requiring these licenses, permits and other
approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming
operations, as well as persons financially interested or involved in gaming operations. The NGC may require the holder of any
debt or securities that we, the registered intermediary subsidiaries, or Wynn Las Vegas, LLC issue to file applications, be
investigated and be found suitable to own such debt or securities if it has reason to believe that the security ownership would
be inconsistent with the declared policies of the State of Nevada.

The Company’s articles of incorporation provide that, to the extent required by the gaming authority making the
determination of unsuitability or to the extent the Board of Directors determines, in its sole discretion, that a person is likely to
jeopardize the Company’s or any affiliate’s application for, receipt of, approval for, right to the use of, or entitlement to, any
gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by such unsuitable person or its affiliates
are subject to redemption by Wynn Resorts. The redemption price may be paid in cash, by promissory note, or both, as
required, and pursuant to the terms established by the applicable gaming authority and, if not, as Wynn Resorts elects.

United States gaming regulatory authorities have broad powers to request detailed financial and other information, to
limit, condition, suspend or revoke a registration, gaming license or related approvals; approve changes in our operations; and
levy fines or require forfeiture of assets for violations of gaming laws or regulations. Complying with gaming laws, regulations
and license requirements is costly. Any change in gaming laws, regulations or licenses applicable to our business or a violation
of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial
expenditures and forfeit assets, and would negatively affect our gaming operations.

Failure to adhere to the regulatory and gaming requirements in Macau could result in the revocation of our Macau
Operations’ concession or otherwise negatively affect our operations in Macau. Moreover, we are subject to the risk that U.S.
regulators may not permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the
applicable U.S. gaming authorities require us, to conduct our operations in the United States.

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

Investigations, litigation and other disputes could distract management, damage our reputation, and result in negative

publicity and additional scrutiny from regulators.

As discussed in Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data,” Note 18,
“Commitments and Contingencies,” the Company is subject to various investigations, litigation and other disputes related to
our operations. These and any additional such matters that may arise in the future, even if routine, are expensive and divert
management’s attention from the operations of our businesses. In addition, improper conduct by our employees, agents or
gaming promoters could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or
criminal penalties, including substantial monetary fines. In certain circumstances, it may not be economical to defend against
such matters and/or our legal strategy may not ultimately result in us prevailing in a matter. Investigations, litigation and other
disputes have in the past, and may in the future, lead to additional scrutiny from regulators, which could lead to investigations
relating to, and possibly a negative impact on, the Company’s gaming licenses and the Company’s ability to bid successfully
for new gaming market opportunities. In addition, publicity from these matters have, or in the future, could negatively impact
our business, reputation and competitive position and reduce investor demand for shares of Wynn Resorts and WML and
negatively impact the trading prices of those respective shares.

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract

and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management
team. Our success depends upon our ability to attract, hire, and retain qualified operating, marketing, financial, and technical
personnel in the future. Given the intense competition for qualified management personnel in our industry, we may not be able
to hire or retain the required personnel. The loss of key management and operating personnel would likely have a material
adverse effect on our business, prospects, financial condition, and results of operations.

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

Geopolitical tensions, notably with respect to international trade, including increases in tariffs and company and industry
specific restrictions, in addition to changes in national security policies and other similar and geopolitical events, could cause
economic disruption and adversely impact our business and results of operations. Various types of restrictions and sanctions
have been placed by government agencies on targeted industries and companies which could potentially negatively impact the
intended subject as well as other companies and persons sharing a common country of operations. 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.

In addition, policies adopted from time to time by governments, including any visa and travel restrictions or difficulties
faced by our customers such as restrictions on exit visas for travelers requiring them or restrictions on visitor entry visas for
the jurisdictions in which we operate, have and may in the future decrease the number of visitors to our properties from those
affected places, including from the PRC, Hong Kong and Taiwan. It is not known when, or if, policies restricting visitation by
PRC citizens will be put in place and such policies may be adjusted, without notice, in the future. Furthermore, anti-corruption
campaigns may influence the behavior of certain of our customers and their spending patterns. Such campaigns, as well as
monetary outflow policies, have specifically led to tighter monetary transfer regulations in a number of areas. These policies
may affect and impact the number of visitors to our properties and the amount of money they are willing to spend on our
products and services. The overall effect of these campaigns and monetary transfer restrictions may negatively affect our
revenues, results of operations and cash flows.

Our business is particularly sensitive to the willingness of our customers to travel to and spend time at our resorts. Acts
or the threat of acts of terrorism, outbreak of infectious disease, regional political events and developments in certain
countries could cause severe disruptions in air and other travel and may otherwise negatively impact tourists’ willingness to
visit our resorts. Such events or developments have in the past and may in the future reduce the number of visitors to our
facilities and have a material adverse effect on our business and financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers to travel. Most of our revenue is from customers who travel to our
properties. Acts of terrorism or concerns over the possibility of such acts have in the past disrupted, and may again severely

disrupt, domestic and international travel, which has resulted, and could in the future result, in a decrease in customer visits to our
properties. Regional conflicts could have a similar effect on domestic and international travel. 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 had,
and could in the future have, a material and adverse effect on our business and financial condition, results of operations and cash
flows. For example, the outbreak of COVID-19 in late 2019 resulted in steep declines in visitation to our properties, driven by the
strong deterrent effect of the COVID-19 pandemic on travel and social activities and quarantine measures put in place in Macau
and elsewhere. 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. We
cannot predict when, or even if, operations at our properties in Macau will return to pre-pandemic levels.

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

Furthermore, the attack in Las Vegas on October 1, 2017 underscores the possibility that large public facilities could
become the target of mass shootings or other attacks in the future. The future occurrence or the possibility of attacks may
cause all or portions of affected properties to be shut down for prolonged periods, resulting in a loss of revenue, reduce travel
to affected areas for tourism and business or adversely affect the willingness of customers to stay in or avail themselves of the
services of the affected properties. In addition, such occurrences expose us to a risk of monetary claims arising from death,
injury or damage to property caused by any such attack and may result in higher costs for security and insurance premiums, all
of which could adversely affect our financial condition and results of operations.

Our continued success depends on our ability to maintain the reputation of our resorts.

Our strategy and integrated resort business model rely on positive perceptions of our resorts and the level of service we
provide. Any deterioration in our reputation could have a material adverse effect on our business, results of operations and
cash flows. Our reputation could be negatively impacted by our failure to deliver the superior design and customer service for
which we are known or by events that are beyond our control. Our reputation may also suffer as a result of negative publicity
regarding the Company or our resorts, including as a result of social media reports, regardless of the accuracy of such
publicity. The continued expansion of media and social media formats has compounded the potential scope of negative
publicity and has made it more difficult to control and effectively manage negative publicity.

We are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than

a gaming company with more operating properties.

We are currently entirely dependent upon our Macau Operations, Las Vegas Operations and Encore Boston Harbor for all of
our operating cash flow. As a result, we are subject to a greater degree of risk than a gaming company with more operating
properties or greater geographic diversification. The risks to which we have a greater degree of exposure include changes in local
economic and competitive conditions; changes in local and state governmental laws and regulations, including gaming laws and
regulations, and the way in which those laws and regulations are applied; natural and other disasters, including the potential
effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, severe drought, or the outbreak of
infectious diseases such as COVID-19; an increase in the cost of maintaining our properties; a decline in the number of visitors to
Las Vegas, Macau or Boston; and a decrease in gaming and non-casino activities at our resorts. Certain of these factors or events,
such as severe storms and infectious diseases such as COVID-19, have in the past negatively 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.

We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

We are a parent company with limited business operations of our own. Our main asset is the capital stock of our
subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. 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. Our subsidiaries might not generate sufficient
earnings and cash flow to pay dividends or distributions in the future. For example, WML’s board of directors concluded not
to recommend the payment of a dividend with respect to the years ended December 31, 2022, 2021 and 2020 due to the
financial impact of the COVID-19 pandemic. The pace of recovery of our Macau Operations’ gaming business to
pre-pandemic levels 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.

Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations, and may
be impacted by potential changes in laws and regulations. In addition, our subsidiaries’ debt instruments and other agreements

limit or prohibit certain payments of dividends or other distributions to us. We expect that future debt instruments for the
financing of our other developments will contain similar restrictions. An inability of our subsidiaries to pay us dividends and
distributions would have a significant negative effect on our liquidity.

Our casino, hotel, convention and other facilities and offerings face intense competition, which may increase in the

future.

General. The casino resort and hotel industry is highly competitive. Increased competition could result in a loss of

customers which may negatively affect our cash flows and results of operations.

Macau Operations. We hold one of six gaming concessions authorized by the Macau government for the operation of
casinos in Macau. If the Macau government were to allow additional competitors to operate in Macau, we would face additional
competition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Several of the current concessionaires have opened facilities in the Cotai area over the past few years, which has significantly
increased gaming and non-gaming offerings in Macau, with continued development expected in the near future.

Our Macau Operations face competition from casinos throughout the world, including Singapore, South Korea, the
Philippines, Malaysia, Vietnam, Cambodia, Australia, Las Vegas, cruise ships in Asia that offer gaming and other casinos
throughout Asia. Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming,
such as Japan, Taiwan and Thailand, which could further increase competition for our Macau Operations.

Las Vegas Operations and Encore Boston Harbor. Our Las Vegas Operations compete with other Las Vegas Strip hotels
and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price,
location, entertainment, theme and size, among other factors. There are currently several large-scale integrated resort projects
either recently completed or under development in the vicinity of our Las Vegas Operations, which may present increased
competition in the future. Wynn Las Vegas also competes with other casino resort and hotel facilities in other cities. The
proliferation of gaming activities in other areas could significantly harm our business as well. In particular, the legalization or
expansion of casino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our
business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away from
Wynn Las Vegas. Encore Boston Harbor competes with other casinos in the northeastern United States. Additional
competition in the northeast region as a result of the upgrading or expansion of facilities by existing market participants, the
entrance of new gaming participants into a market or legislative changes may harm our business. As competing properties and
new markets are opened, our operating results may be negatively impacted.

Our business relies on premium customers. We often extend credit, and we may not be able to collect gaming receivables

from our credit players or credit play may decrease.

General. A significant portion of our table games revenue at our resorts is attributable to the play of a limited number of
premium customers. The loss or a reduction in the play of the most significant of these customers could have a material adverse
effect on our business, financial condition, results of operations and cash flows. Adverse global or regional economic conditions,
as discussed above, could also reduce the frequency of visits by these customers and revenue we generate from them.

We conduct our gaming activities on a credit, as well as a cash, basis. The casino credit we extend is generally unsecured
and due on demand. We will extend casino credit to those customers whose level of play and financial resources, in the
opinion of management, warrant such an extension. Table games players typically are extended more credit than slot players,
and high-value players typically are extended more credit than customers who tend to wager lower amounts. The collectability
of receivables from customers could be negatively affected by future business or economic trends or by significant events in
the countries in which these customers reside. In addition, premium gaming is more volatile than other forms of gaming, and
variances in win-loss results attributable to high-value gaming may have a positive or negative impact on cash flow and
earnings in a particular quarter.

Macau Operations. Although the law in Macau permits casino operators to extend credit to gaming customers, our Macau
Operations may not be able to collect all of its gaming receivables from its credit players. We expect that our Macau
Operations will be able to enforce these obligations only in a limited number of jurisdictions, including Macau. To the extent
our gaming customers are visitors from other jurisdictions, we may not have access to a forum in which we will be able to
collect all of our gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts
and we may encounter forums that will refuse to enforce such debts. Our inability to collect gaming debts could have a
significant negative impact on our financial condition and results of operations.

Currently, the gaming tax in Macau is calculated as a percentage of gross gaming revenue, including the face value of
credit instruments issued. The gross gaming revenues calculation in Macau does not include deductions for uncollectible
gaming debts. As a result, if we extend credit to our customers in Macau and are unable to collect on the related receivables
from them, we remain obligated to pay taxes on our winnings from these customers regardless of whether we collect on the
credit instrument.

Las Vegas Operations and Encore Boston Harbor. While gaming debts evidenced by a credit instrument, including what
is commonly referred to as a “marker,” are enforceable under the current laws of Nevada and Massachusetts, and judgments on
gaming debts are enforceable in all states of the United States under the Full Faith and Credit Clause of the United States
Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign
debtors may be used to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many
foreign nations. We cannot assure that we will be able to collect the full amount of gaming debts owed to us, even in
jurisdictions that enforce them. Changes in economic conditions may make it more difficult to assess creditworthiness and
more difficult to collect the full amount of any gaming debt owed to us. Our inability to collect gaming debts could have a
significant negative impact on our financial condition and results of operations.

Win rates for our gaming operations depend on a variety of factors, some of which are beyond our control.

The gaming industry is characterized by an element of chance. Win rates are also affected by other factors, including
players’ skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume
of bets played, the amount of time played and undiscovered acts of fraud or cheating. In addition, premium gaming is more
volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a positive or
negative impact on cash flow and earnings in a particular quarter. Our gross gaming revenues are mainly derived from the
difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element
of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers.

Acts of fraud or cheating through the use of counterfeit chips, covert schemes and other tactics, possibly in collusion with
our employees, may be attempted or committed by our gaming customers with the aim of increasing their winnings. Our
gaming customers, visitors and employees may also commit crimes such as theft in order to obtain chips not belonging to
them. We have taken measures to safeguard our interests including the implementation of systems, processes and technologies
to mitigate against these risks, extensive employee training, surveillance, security and investigation operations and adoption of
appropriate security features on our chips such as embedded radio frequency identification tags. Despite our efforts, we may
not be successful in preventing or detecting such culpable behavior and schemes in a timely manner and the relevant insurance
we have obtained may not be sufficient to cover our losses depending on the incident, which could result in losses to our
gaming operations and generate negative publicity, both of which could have an adverse effect on our reputation, business,
results of operations and cash flows.

We may not realize the anticipated benefits of our new projects, or co-investments in new projects. Construction projects
are subject to development and construction risks, 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.

In addition to the construction and regulatory risks associated with our current and future construction projects, we cannot
assure you that the level of consumer demand for our casino resorts or for the type of luxury amenities that we will offer will
meet our expectations. The operating results of our new projects may be materially different than the operating results of our
current integrated resorts due to, among other reasons, differences in consumer and corporate spending and preferences in new
geographic areas, increased competition from other markets or other developments that may be beyond our control. In
addition, our new projects may be more sensitive to certain risks, including risks associated with downturns in the economy,
and risks associated with disruptions of the supply chains through which we obtain construction materials and furniture,
fixtures, and equipment, than the resorts we currently operate. The demands imposed by new developments on our managerial,
operational and other resources may impact our operation of our existing resorts. Construction, equipment or staffing problems
or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatory authorities could increase
the total cost, delay or prevent the construction or opening or otherwise affect the design and features of our projects. If any of
these issues were to occur, it could adversely affect our prospects, financial condition, or results of operations.

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.

We could encounter higher than expected cost increases in the development of our projects.

The projected development costs for our projects reflect our best estimates and the actual development costs may be
higher than expected. Contingencies that have been set aside by us to cover potential cost overruns or potential delays may be
insufficient to cover the full amount of such overruns or delays. If these contingencies are not sufficient to cover these costs, or
if we are not able to recover damages for these delays and contingencies, we may not have the funds required to pay the excess
costs and our projects may not be completed. Failure to complete our projects may negatively affect our financial condition,
our results of operations and our ability to pay our debt.

Any violation of applicable anti-money laundering laws and regulations, the Foreign Corrupt Practices Act (“FCPA”)
and other anti-corruption laws, or resulting sanctions and penalties could adversely affect our business, performance,
prospects, value, financial condition, and results of operations.

We deal with significant amounts of cash in our operations and are subject to various jurisdictions’ reporting and anti-
money laundering laws and regulations. Both U.S. and Macau governmental authorities focus heavily on the gaming industry
and compliance with anti-money laundering laws and regulations. From time to time, the Company receives governmental and
regulatory inquiries about compliance with such laws and regulations. The Company cooperates with all such inquiries. Any
violation of anti-money laundering laws or regulations could adversely affect our business, performance, prospects, value,
financial condition, and results of operations.

Further, we have operations, and a significant portion of our revenue is derived outside of the United States. We are
therefore subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies
and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials
for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe
criminal and civil sanctions as well as other penalties, and the SEC and U.S. Department of Justice have increased their
enforcement activities with respect to such laws and regulations. The Office of Foreign Assets Control and the U.S.
Department 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. 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.

Internal control policies and procedures and employee training and compliance programs that we have implemented to
deter prohibited practices may not be effective in prohibiting our and our affiliates’ directors, employees, contractors or agents
from violating or circumventing our policies and the law. If we or our affiliates, or either of our respective directors,
employees or agents fail to comply with applicable laws or Company policies governing our operations, the Company may
face investigations, prosecutions and other legal proceedings and actions, which could result in civil penalties, administrative
remedies and criminal sanctions. Any such government investigations, prosecutions or other legal proceedings or actions could
adversely affect our business, performance, prospects, value, financial condition, and results of operations.

Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding

future environmental expenditures and liabilities.

We have incurred, and may in the future incur, costs to comply with environmental requirements, such as those relating to
discharges into the air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties
affected by hazardous substances. Under these and other environmental requirements we have been and may be required to
investigate and clean up hazardous or toxic substances or chemical releases at our property. As an owner or operator, we could
also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and
cleanup costs incurred by them in connection with any contamination.

These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or
caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the
harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or
removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property
properly, may impair our ability to use our property. Contamination has been identified at and in the vicinity of our site in Everett,
Massachusetts. The ultimate cost of remediating contaminated sites is difficult to accurately predict, and we have exceeded our
initial estimates of the remediation costs for the Everett site. We may also be required to conduct additional investigations and
remediation with respect to this site.

Adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities could harm our brand and

reputation and negatively impact our financial results.

Our reputation and the value of our brand, including the perception held by our customers, business partners, other key
stakeholders and the communities in which we do business, are important assets. Our business faces increasing scrutiny related
to environmental, social and governance activities, and risk of damage to our reputation and the value of our brands if we fail
to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, supply chain management,
sustainability, workplace conduct, human rights, philanthropy, and support for local communities. Any harm to our reputation
could have a material adverse effect on our business, results of operations, and cash flows.

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

risks.

Evolving laws and regulations create uncertainty for gaming companies. These evolving laws and regulations are subject
to varying interpretations in many cases due to their complexity, ambiguity and/or lack of guidance. As a result, their
application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. In addition,
public companies, financial institutions, the gaming industry and casinos are highly regulated, and compliance with such
regulations is costly and subjects us to liability if we are not, or are perceived to not be, compliant. This could result in
continuing uncertainty and higher costs regarding compliance matters. Due to our commitment to maintain high standards of
compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted
in and are likely to continue to result in increased general and administrative expense.

We are subject to taxation by various governments and agencies. The rate of taxation could change.

We are subject to taxation by various governments and agencies in the jurisdictions in which we operate. Changes in the
laws and regulations related to taxation, including changes in the rates of taxation, the amount of taxes we owe and the time
when income is subject to taxation, our ability to claim U.S. foreign tax credits, failure to renew our Macau dividend
agreement and Macau income tax exemption on gaming profits and the imposition of foreign withholding taxes could change
our overall effective rate of taxation.

System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our

business.

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 lists, reservation information, and other personally identifiable information. We also
maintain important internal company data such as personally identifiable information about our employees and information
relating to our operations. The systems and processes we have implemented to protect customers, employees and company
information are subject to the ever-changing risk of compromised security. 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. As a result, we face cybersecurity risks including cyber and physical security breaches, system
failure, phishing attacks, computer viruses, worms, ransomware, malicious software programs and negligent or intentional
misuse by customers, company employees, or employees of our third-party information system service providers. The steps
we take to deter, detect, and mitigate these risks may not be successful. 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. Our third-party information system service
providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information
security operations.

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

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. Any 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 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 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. As these threats
develop and grow, we may find it necessary to make significant further investments to protect data and our infrastructure,
including the implementation of new computer systems or upgrades to existing systems, deployment of additional personnel
and protection-related technologies, engagement of third-party consultants, and training of employees. The 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.

The failure to protect the integrity and security of company employee and customer information could result in damage

to reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.

Our business uses and transmits large volumes of employee and customer data, including credit card numbers and other
personal information in various information systems that we maintain in areas such as human resources outsourcing, website
hosting, and various forms of electronic communications. Our customers and employees have a high expectation that we will
adequately protect their personal information. Our collection and use of personal data are governed by privacy laws and
regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. For example, the European
Union (EU)’s General Data Protection Regulation (“GDPR”) requires companies to meet stringent requirements regarding the
handling of personal data. The GDPR captures data processing by non-EU firms with no EU establishment as long as firms’
processing relates to “offering goods or services” or the “monitoring” of individuals in the EU. In addition to governmental
regulations, there are credit card industry standards or other applicable data security standards we must comply with as well.
Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market
our products, properties and services to our guests. 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
data. For example, failure to meet the GDPR requirements could result in penalties of up to four percent of worldwide revenue.
Any misappropriation of confidential or personally identifiable information gathered, stored or used by us, be it intentional or
accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our
relationships with our customers, employees and investors. Laws in the United States in this area are also developing quickly.
Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been
disclosed as a result of a data breach. Some states, such as California, Virginia and Colorado, have adopted privacy laws. Such
adoption may indicate a trend for further legislation across all states.

Our business could suffer if our computer systems and websites are disrupted or cease to operate effectively.

We are dependent on our computer systems to record and process transactions and manage and operate our business,
including processing payments, accounting for and reporting financial results, and managing our employees and employee
benefit programs. Given the complexity of our business, it is imperative that we maintain uninterrupted operation of our
computer hardware and software systems. Despite our preventative efforts, our systems are vulnerable to damage or
interruption from, among other things, security breaches, computer viruses, technical malfunctions, inadequate system
capacity, power outages, natural disasters, and usage errors by our employees or third-party consultants. If our information
technology systems become damaged or otherwise cease to function properly, we may have to make significant investments to
repair or replace them. Additionally, confidential or sensitive data related to our customers or employees could be lost or
compromised. Any material disruptions in our information technology systems could have a material adverse effect on our
business, results of operations, and financial condition.

If a third party successfully challenges our ownership of, or right to use, the Wynn-related trademarks and/or service

marks, our business or results of operations could be harmed.

Our intellectual property assets, especially the logo version of “Wynn,” are among our most valuable assets. We have
filed applications with the U.S. Patent and Trademark Office (“PTO”) and with various foreign patent and trademark registries
including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, certain European countries and various other
jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a
variety of goods and services. Some of the applications are based upon ongoing use and others are based upon a bona fide
intent to use the marks in the future.

A common element of most of these marks is the use of the surname “WYNN.” As a general rule, a surname (or the
portion of a mark primarily constituting a surname) is not eligible for registration unless the surname has acquired “secondary

meaning.” To date, we have been successful in demonstrating to the PTO such secondary meaning for the WYNN marks, in
certain of the applications, based upon factors including the Company’s long-term use, advertising and promotional efforts
related to the marks and the level of international fame achieved by the marks, but we cannot assure you that we will be
successful with the other pending applications.

Federal registrations are not completely dispositive of the right to such marks. Third parties who claim prior rights with
respect to similar marks may nonetheless challenge our right to obtain registrations or our use of the marks and seek to
overcome the presumptions afforded by such registrations.

Furthermore, due to the increased use of technology in computerized gaming machines and in business operations
generally, other forms of intellectual property rights (such as patents and copyrights) are becoming of increased relevance. It is
possible that, in the future, third parties might assert superior intellectual property rights or allege that their intellectual
property rights cover some aspect of our operations. The defense of such allegations may result in substantial expenses, and, if
such claims are successfully prosecuted, may have a material impact on our business. There has been an increase in the
international operation of fraudulent online gambling and investment websites attempting to scam and defraud members of the
public. Websites offering these or similar activities and opportunities that use our names or similar names or images in
likeness to ours, are doing so without our authorization and possibly unlawfully and with criminal intent. 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. Efforts we take to acquire and protect our intellectual property rights against unauthorized use throughout
the world may be costly and may not be successful in protecting and preserving the status and value of our intellectual
property assets.

Labor actions and other labor problems could negatively impact our operations.

Some of our employees are represented by labor unions. From time to time, we have experienced attempts by labor
organizations to organize certain of our non-union employees. These efforts have achieved some success to date. We cannot
provide any assurance that we will not experience additional and successful organizing activity in the future. 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.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, including losses resulting

from terrorism, and our insurance costs may increase.

We have comprehensive property and liability insurance policies for our properties with coverage features and insured
limits that we believe are customary in their breadth and scope. However, in the event of a substantial loss, the insurance
coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or could result
in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have invested in a property, as
well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations
related to the property.

Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability
to obtain coverage at reasonable rates. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining
insurance. As a result, if we suffer such a catastrophic loss, we may not be successful in obtaining future insurance without
increases in cost or decreases in coverage levels. Furthermore, our debt instruments and other material agreements require us
to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default
under these debt instruments or material agreements, which would negatively affect our business and financial condition.

Risks Associated with our Macau Operations

Our Macau Operations may be affected by adverse political and economic conditions.

Our Macau Operations are subject to significant political, economic and social risks inherent in doing business in an
emerging market. The future success of our Macau Operations depends on political and economic conditions in Macau and
PRC. For example, fiscal decline, international relations, and civil, domestic or international unrest in Macau, China or the
surrounding region could significantly harm our business, not only by reducing customer demand for casino resorts, but also
by increasing the risk of imposition of taxes and exchange controls or other governmental restrictions, laws or regulations that
might impede our Macau Operations or our ability to repatriate funds.

We compete for limited labor resources in Macau and local policies may also affect our ability to employ imported labor.

The success of our operations in Macau will be affected by our success in hiring and retaining employees. We compete
with a large number of casino resorts in Macau for a limited number of qualified employees. In addition, only Macau residents

are eligible for the majority of positions within the casino including dealers and other gaming staff. Competition for these
individuals in Macau has increased and is expected to continue for the foreseeable future. We seek employees from outside
Macau to adequately staff our resorts where permitted and certain local policies affect our ability to import labor in certain job
classifications. We coordinate with the labor and immigration authorities to ensure our labor needs are satisfied, but cannot be
certain that we will be able to recruit and retain a sufficient number of qualified employees for our Macau Operations or that
we will be able to obtain required work permits for those employees. If we are unable to obtain, attract, retain and train skilled
employees, our ability to adequately manage and staff our existing and planned casino and resort properties and operations in
Macau could be impaired, which could have a material adverse effect on our business, financial condition, results of
operations and cash flows.

The smoking control legislation in Macau could have an adverse effect on our business, financial condition, results of

operations and cash flows.

Under the Macau Smoking Prevention and Tobacco Control Law, as of January 1, 2019, smoking on casino premises is
only permitted in authorized segregated smoking lounges with no gaming activities and such smoking lounges are required to
comply with the conditions set out in the regulations. 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.

Extreme weather conditions have had and may in the future have an adverse impact on our Macau Operations.

Macau’s subtropical climate and location on the South China Sea are subject to extreme weather conditions including
typhoons and heavy rainstorms, such as Typhoon Mangkhut in 2018 and Typhoon Hato in 2017. Unfavorable weather
conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau.
Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities
may lead to a shutdown of any of our resorts in Macau. The occurrence and timing of such events cannot be predicted or
controlled by us and may have a material adverse effect on our business, financial condition, results of operations, and cash
flows.

If our Macau Operations fail to comply with the Gaming Concession Contract, or applicable Macau laws, the Macau
government may rescind our concession without compensation to us, which would have a material adverse effect on our
business and financial condition.

Pursuant to the Gaming Concession Contract and applicable Macau laws, the Macau government may rescind the gaming
concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract,
including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part
of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn
Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law. If the Macau government rescinds
the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations,
Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without
compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau. Beginning in
the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by
providing Wynn Macau SA with at least one-year prior written notice. In such event, Wynn Macau SA would be entitled to
fair and equitable compensation pursuant to the Macau gaming law. The amount of such compensation relating to the projects
agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation
and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of
years remaining on the term of the Gaming Concession Contract. Wynn Macau SA is currently in its second year of
concession. The loss of our concession would prohibit us from conducting gaming operations in Macau, which would have a
material adverse effect on our business and financial condition.

Certain Nevada gaming laws apply to our gaming activities and associations outside of Nevada.

Certain Nevada gaming laws also apply to gaming activities and associations in jurisdictions outside of Nevada. We and
our subsidiaries that must be licensed to conduct gaming operations in Nevada are required to comply with certain reporting
requirements concerning gaming activities and associations conducted by our subsidiaries in other jurisdictions. We and our
licensed Nevada subsidiaries also will be subject to disciplinary action by the NGC if our subsidiaries operating in other
jurisdictions knowingly violate any laws relating to their gaming operations; fail to conduct operations in other jurisdictions in
accordance with the standards of honesty and integrity required of Nevada gaming operations; engage in any activity or enter
into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada,
reflects or tends to reflect discredit or disrepute upon Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;
engage in any activity or enter into any association that interferes with the ability of Nevada to collect gaming taxes and fees;

or employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a
finding of suitability in Nevada on the ground of unsuitability, or who has been found guilty of cheating at gambling. Such
disciplinary action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals
held by us and our licensed Nevada subsidiaries, including Wynn Las Vegas, LLC, and the imposition of substantial fines.

In addition, if the NGCB determines that any actual or intended activities or associations of our subsidiaries operating in
other states may be prohibited pursuant to one or more of the standards described above, the NGCB can require us and our
licensed Nevada subsidiaries to file an application with the NGC for a finding of suitability of the activity or association. If the
NGC finds that the activity or association in the other jurisdictions unsuitable or prohibited, those subsidiaries will either be
required to terminate the activity or association, or will be prohibited from undertaking the activity or association.
Consequently, should the NGC find that our subsidiaries’ gaming activities or associations in other jurisdictions are unsuitable,
those subsidiaries may be prohibited from undertaking their planned gaming activities or associations in the other jurisdiction
or be required to divest their investment in the other jurisdiction, possibly on unfavorable terms.

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

licensure in Massachusetts.

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

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

Unfavorable changes in currency exchange rates may increase our Macau Operations’ obligations under the concession

agreement and cause fluctuations in the value of our investment in Macau.

The currency delineated in our Macau Operations’ concession agreement with the government of Macau is the Macau
pataca. The Macau pataca is linked to the Hong Kong dollar, and the two are often used interchangeably in Macau. The Hong
Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over
the past several years.

If the Hong Kong dollar and the Macau pataca are no longer linked to the U.S. dollar, the exchange rate for these
currencies may severely fluctuate. The current rate of exchange fixed by the applicable monetary authorities for these
currencies may also change.

Many of our Macau Operations’ payment and expenditure obligations are in Macau patacas. We expect that most of the
revenues for any casino that we operate in Macau will be in Hong Kong dollars. As a result, we are subject to foreign
exchange risk with respect to the exchange rate between Macau patacas and Hong Kong dollars and the Hong Kong dollar and
the U.S. dollar. Because certain debt obligations of our Macau-related entities have incurred U.S. dollar-denominated debt,
fluctuations in the exchange rates of the Macau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have
adverse effects on our results of operations, financial condition and ability to service our debt.

Currency exchange controls and currency export restrictions could negatively impact our Macau Operations.

Currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the
success of our Macau Operations. For example, there are currently existing currency exchange controls and restrictions on the
export of the renminbi, the currency of the PRC. Restrictions on the export of the renminbi may impede the flow of gaming
customers from the PRC to Macau, inhibit the growth of gaming in Macau and negatively impact our Macau Operations.

Conflicts of interest may arise because certain of our directors and officers are also directors of Wynn Macau, Limited.

Wynn Macau, Limited, an indirect majority owned subsidiary of Wynn Resorts and the developer, owner and operator of
Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited in
October 2009. As of December 31, 2023, Wynn Resorts owns approximately 72% of Wynn Macau, Limited’s ordinary shares
of common stock. As a result of Wynn Macau, Limited having stockholders who are not affiliated with us, we and certain of

our officers and directors who also serve as officers and/or directors of Wynn Macau, Limited may have conflicting fiduciary
obligations to our stockholders and to the minority stockholders of Wynn Macau, Limited. Decisions that could have different
implications for Wynn Resorts and Wynn Macau, Limited, including contractual arrangements that we have entered into or
may in the future enter into with Wynn Macau, Limited, may give rise to the appearance of a potential conflict of interest.

The Macau government has established a maximum number of gaming tables that can be operated in Macau and has

limited the number of new gaming tables at new gaming areas in Macau.

As of December 31, 2023, we had a total of 304 table games at Wynn Palace and 259 at Wynn Macau approved by the
Macau’s DICJ. We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our
Macau Operations currently. The mix of table games in operation at Wynn Palace and Wynn Macau changes from time to time
as a result of marketing and operating strategies in response to changing market demand and industry competition. Failure to
shift the mix of our table games in anticipation of market demands and industry trends may negatively impact our operating
results.

Risks Related to Share Ownership and Stockholder Matters

Certain stockholders are able to exert significant influence over our operations and future direction.

As of December 31, 2023, Elaine P. Wynn owned approximately 8.54% of our outstanding common stock. As a result,
Elaine P. Wynn may be able to exert influence over all matters requiring our stockholders’ approval, including the approval of
significant corporate transactions. On August 3, 2018, we entered into a Cooperation Agreement (the “Cooperation
Agreement”) with Elaine P. Wynn regarding the composition of the Company’s Board of Directors and certain other matters,
including, among other things, the appointment of Mr. Philip G. Satre to the Company’s Board of Directors, standstill
restrictions, releases, non-disparagement and reimbursement of expenses. The term of the Cooperation Agreement expires on
the date that Phil Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances
described in the Cooperation Agreement.

Our stock price may be volatile.

The trading price of our common stock has been and may continue to be subject to wide fluctuations. Our stock price may
fluctuate in response to a number of events and factors, such as general United States, China, and world economic and
financial conditions, our own quarterly variations in operating results, increased competition, changes in financial estimates
and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting the travel industry,
and other events impacting our business. The stock market in general, and prices for companies in our industry in particular,
has experienced extreme volatility that may be unrelated to the operating performance of a particular company. These broad
market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.

Risks Related to our Indebtedness

We are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have

difficulty obtaining more financing.

We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2023, we had total
outstanding debt of approximately $11.83 billion. We may incur additional indebtedness in connection with the construction of
future development projects or major capital enhancement at our existing properties. See Item 1—Business “Our Resorts.”

Failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure
upon our assets that serve as collateral or bankruptcy and trigger cross defaults under other agreements. Servicing our
indebtedness requires a substantial portion of our cash flow from our operations and reduces the amount of available cash to
fund working capital and other cash requirements or pay for other capital expenditures. We may not be able to obtain
additional financing, if needed. The applicable rates with respect to a portion of the interest we pay will fluctuate with market
rates and, accordingly, our interest expense will increase as market interest rates increase.

We are permitted to incur additional indebtedness if certain conditions are met, including conditions under our WM
Cayman II Revolver, our WRF Credit Facilities, and our indentures. If we incur additional indebtedness, the risks described
above will be exacerbated.

The agreements governing our debt facilities contain certain covenants that restrict our ability to engage in certain

transactions and may impair our ability to respond to changing business and economic conditions.

Some of our debt facilities require us to satisfy various financial covenants, which include requirements for minimum
interest coverage ratios and leverage ratios pertaining to total debt to earnings before interest, tax, depreciation and

amortization and a minimum earnings before interest, tax, depreciation and amortization. For more information on financial
covenants we are subject to under our debt facilities, see Item 8—“Financial Statements and Supplementary Data,” Note 7,
“Long-Term Debt.” Future indebtedness or other contracts could contain covenants more restrictive than those contained in
our existing debt facilities.

The agreements governing our debt facilities also contain restrictions on our ability to engage in certain transactions and may
limit our ability to respond to changing business and economic conditions. These restrictions include, among other things,
limitations on our ability and the ability of our restricted subsidiaries to pay dividends or distributions or repurchase equity; incur
additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock 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.

Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions,
industry conditions and other events outside of our control. As a result, we may not be able to maintain compliance with these
covenants. If our properties’ operations fail to generate adequate cash flow, we may violate those covenants, causing a default
under our agreements, which would materially and adversely affect our financial condition and results of operations or result
in our lenders or holders of our debt taking action to enforce their security interests in our various assets or cause all
outstanding amounts to be due and payable immediately.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

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.”

Item 2. Properties

The following table presents our significant land holdings. We own or have obtained the right to use these properties. We

also own or lease various other improved and unimproved properties which may be used for development projects.

Property

Macau Operations (1)

Wynn Palace

Wynn Macau

Las Vegas Operations

Wynn Las Vegas (main
parcel)

Golf course land (2)

Meeting and Convention
Expansion

Employee parking lot and
office building

Office building

Encore Boston Harbor (3)

Other (4)

Approximate
Acres

Location

128

Located in the Cotai area of Macau.

Located in downtown Macau’s inner harbor.

Located at the intersection of Las Vegas Boulevard and Sands Avenue.

Located adjacent to Wynn Las Vegas.

238

Located across Sands Avenue.

Located adjacent to golf course land.

Located in Everett, Massachusetts, adjacent to Boston along the Mystic River.

Located in Las Vegas, Nevada, and Everett, Massachusetts.

(1) The government of Macau owns most of the land in Macau. In most cases, private interests in real property located in Macau are obtained through long-
term leases known as concessions and other grants of rights to use land from the government. Wynn Palace and Wynn Macau are built on land leased
under land concession contracts each with terms of 25 years from May 2012 and August 2004, respectively, which may be renewed with government
approval for successive periods.

(2) We own approximately 834 acre-feet of permitted and certificated water rights, which we use to irrigate the golf course. We also own approximately
151.5 acre-feet of permitted and certificated water rights for commercial use. There are significant cost savings and conservation benefits associated with
using water supplied pursuant to our water rights.

(3) Subject to a triple-net lease with an initial term of 30 years, with one 30-year renewal option.
(4) Includes approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas, and approximately 52 acres of land adjacent to
Encore Boston Harbor in Everett, Massachusetts. This land may be used for future development. 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.

Item 3. Legal Proceedings

We are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such
matters and we note that litigation inherently involves significant costs. For information regarding the Company’s legal
proceedings see Item 8—“Financial Statements and Supplementary Data,” Note 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.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market Information

Our outstanding common stock trades on the Nasdaq Global Select Market under the symbol “WYNN.”

Holders

There were approximately 159 holders of record of our common stock as of February 14, 2024. This number does not
include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and
clearing agencies.

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases made by the Company during the three months ended

December 31, 2023:

For the Month Ended

October 1, 2023 to
October 31, 2023

November 1, 2023 to
November 30, 2023

Number of Shares
Repurchased (1) (2)

Weighted Average Price
Paid Per Share

Shares Repurchased as
Part of a Publicly
Announced Program (2)

Approximate Dollar Value
Remaining Under the
Program (in thousands)

408,562

609,622

88.53

86.48

406,304 $

536,704

590,796 $

485,704

December 1, 2023 to
December 31, 2023

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.

612,525 $

614,615

85.49

(2) In April 2016, the Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common stock,
with no expiration. 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. The Company is not obligated to make any repurchases, and the repurchase program may be discontinued at any time. Any shares
acquired are held as treasury shares and available for general corporate purposes.

Stock Performance Graph

The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of
the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index. The performance graph assumes
that $100 was invested on December 31, 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. The stock price performance shown in this graph is neither necessarily
indicative of, nor intended to suggest, future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Wynn Resorts Ltd., the S&P 500 Index
and the Dow Jones US Gambling Index

$250

$200

$150

$100

$50

12/18

12/19

12/20

12/21

12/22

12/23

Wynn Resorts Ltd.

S&P 500

Dow Jones US Gambling

*$100 invested on 12/31/18 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial

statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

Discussion of 2021 items and year-to-year comparisons between 2022 and 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, 2022.

Overview

We are a 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. Through our approximately 72% ownership of Wynn Macau, Limited
(“WML”), our concessionaire Wynn Resorts (Macau) S.A. (“Wynn Macau SA”) operates two integrated resorts in the Macau
Special Administrative Region (“Macau”) of the People’s Republic of China (“PRC”), Wynn Palace and Wynn Macau
(collectively, our “Macau Operations”). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own
100% of Wynn Las Vegas. Additionally, we are a 50.1% owner and managing member of a joint venture that owns and leases
certain retail space at Wynn Las Vegas (the “Retail Joint Venture”). We refer to Wynn Las Vegas, Encore, an expansion at
Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. In Everett, Massachusetts, we operate Encore
Boston Harbor, an integrated resort. We also hold an approximately 97% interest in, and consolidate, Wynn Interactive Ltd.
(“Wynn Interactive”), through which we operate online sports betting, gaming, and social casino businesses. 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.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational
performance for the periods for which the Consolidated Statements of Operations are presented. These key operating measures
are presented as supplemental disclosures because management and/or certain investors use these measures to better
understand period-over-period fluctuations in our casino and hotel operating revenues. These key operating measures are
defined below:

•

•
•

•

Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table’s
drop box plus cash chips purchased at the casino cage.
Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a
gaming table’s drop box.
Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a
gaming table’s drop box.
Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating
incentives within our Macau Operations’ VIP program.
Turnover is the sum of all losing rolling chip wagers within our Macau Operations’ VIP program.
Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table
games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage
and other revenues for services provided to casino customers on a complimentary basis. Table games win does
not include poker rake.
Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is
recorded as casino revenues. Slot machine win is after adjustment for progressive accruals and free play, but
before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for
services provided to casino customers on a complimentary basis.
Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a
service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms,
food and beverage and other revenues for services provided to casino customers on a complimentary basis.
Poker tables are not included in our measure of average number of table games.
Average daily rate (“ADR”) is calculated by dividing total room revenues, including complimentaries (less
service charges, if any), by total rooms occupied.
Revenue per available room (“REVPAR”) is calculated by dividing total room revenues, including
complimentaries (less service charges, if any), by total rooms available.

•

Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms
available.

Below is a discussion of the methodologies used to calculate win percentages at our resorts.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino
cage. The measurements from our VIP and mass market operations are not comparable as the measurement method used in our
mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method
from our VIP operations tracks the sum of all losing wagers. Accordingly, the base measurement from the VIP operations is
much larger than the base measurement from the mass market operations. As a result, the expected win percentage with the
same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them
to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as
turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this
rolling chip method. We typically expect our win as a percentage of turnover from these operations to be within the range of
3.1% to 3.4%.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then
redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips
are deposited in the gaming table’s drop box. This is the base of measurement that we use for calculating win percentage. Each
type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers
may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the
gaming table’s drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game
has its own theoretical win percentage. Our expected table games win percentage is 18% to 22%.

Results of Operations

Summary annual results

The following table summarizes our financial results for the periods presented (dollars in thousands, except per share

data):

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

Operating revenues

6,531,897 $

3,756,825 $

2,775,072

Net income (loss) attributable to Wynn Resorts, Limited

Diluted net income (loss) per share

729,994

6.32

(423,856)

1,153,850

(3.73)

10.05

73.9

NM: Not meaningful.

The increase in operating revenues for the year ended December 31, 2023 was primarily driven by increases of
$1.48 billion, $902.3 million, and $348.5 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations,
respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at restaurants. The results of our
Macau Operations for the year ended December 31, 2022 were negatively impacted by certain travel-related restrictions and
conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, related to the COVID-19
pandemic. 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.

Financial results for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Operating revenues

The following table presents our operating revenues (dollars in thousands):

Operating revenues

Macau Operations:

Wynn Palace

Wynn Macau

Total Macau Operations

Las Vegas Operations

Encore Boston Harbor

Wynn Interactive

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

1,886,844

410,289

1,476,555

1,213,534

3,100,378

2,480,606

865,786

85,127

311,249

721,538

2,132,136

831,073

72,078

902,285

2,378,840

348,470

34,713

13,049

6,531,897

3,756,825

2,775,072

359.9

289.9

329.7

16.3

4.2

18.1

73.9

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

Operating revenues

Casino revenues

Non-casino revenues:

Rooms

Food and beverage

Entertainment, retail and other

Total non-casino revenues

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

3,718,402

1,632,541

2,085,861

127.8

1,185,671

1,028,637

599,187

2,813,495

802,138

846,214

475,932

2,124,284

383,533

182,423

123,255

689,211

6,531,897

3,756,825

2,775,072

47.8

21.6

25.9

32.4

73.9

Casino revenues for the year ended December 31, 2023 were 56.9% of operating revenues, compared to 43.5% for the
year ended December 31, 2022. Non-casino revenues for the year ended December 31, 2023 were 43.1% of operating
revenues, compared to 56.5% for the year ended December 31, 2022.

Casino revenues

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the
discontinuation of pandemic-related travel restrictions in Macau in late 2022 and early 2023. The table below sets forth our
casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

Macau Operations:

Wynn Palace:

Total casino revenues

VIP:

Average number of table games

VIP turnover

VIP table games win

VIP win as a % of turnover

Table games win per unit per day

Mass market:

Average number of table games

Table drop

Table games win

Table games win %

Table games win per unit per day

Average number of slot machines

Slot machine handle

Slot machine win

Slot machine win per unit per day

Wynn Macau:

Total casino revenues

VIP:

Average number of table games

VIP turnover

VIP table games win

VIP win as a % of turnover

Table games win per unit per day

Mass market:

Average number of table games

Table drop

Table games win

Table games win %

Table games win per unit per day

Average number of slot machines

Slot machine handle

Slot machine win

Slot machine win per unit per day

Poker rake

255,886

2,641,321

23,471

0.89 %

1,259

229

1,312,786

282,138

21.5 %

3,489

623

732,197

31,295

142

216,639

1,771,143

55,999

3.16 %

3,828

235

1,170,633

189,769

16.2 %

2,284

646

895,466

31,768

139

357

1,215,394

475.0

8,721,927

359,913

2.48

17,485

4,814,055

1,091,298

0.9

12,085

(43)

1,652,836

71,521

344

5.7

330.2

5.7

366.7

386.8

346.4

(6.9)

225.7

228.5

242.3

753,630

347.9

—

3,361,485

135,937

0.58

8,871

(19)

3,985,296

721,056

1.5

9,276

(116)

1,316,730

36,899

216

17,909

—

189.8

242.7

231.7

(8.1)

340.4

380.0

406.1

(18.0)

147.0

116.2

155.4

1,471,280

11,363,248

383,384

3.37 %

18,744

242

6,126,841

1,373,436

22.4 %

15,574

580

2,385,033

102,816

486

970,269

5,132,628

191,936

3.74 %

12,699

216

5,155,929

910,825

17.7 %

11,560

530

2,212,196

68,667

355

18,266

Las Vegas Operations:

Total casino revenues

Average number of table games

Table drop

Table games win

Table games win %

Table games win per unit per day

Average number of slot machines

Slot machine handle

Slot machine win

Slot machine win per unit per day

Poker rake

Encore Boston Harbor:

Total casino revenues

Average number of table games

Table drop

Table games win

Table games win %

Table games win per unit per day

Average number of slot machines

Slot machine handle

Slot machine win

Slot machine win per unit per day

Poker rake

NM - Not meaningful.

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

628,185

233

2,425,621

599,001

24.7 %

7,038

1,645

6,423,374

451,833

752

25,720

648,668

191

1,422,416

308,890

21.7 %

4,429

2,550

5,256,696

421,190

452

21,505

535,279

234

2,274,010

511,746

22.5 %

5,990

1,703

5,617,775

394,052

634

19,680

624,738

187

1,447,851

315,057

21.8 %

4,604

2,716

5,007,772

402,688

406

9,476

92,906

(1)

151,611

87,255

2.2

1,048

(58)

805,599

57,781

118

6,040

23,930

(25,435)

(6,167)

(0.1)

(175)

(166)

248,924

18,502

12,029

17.4

(0.4)

6.7

17.1

17.5

(3.4)

14.3

14.7

18.6

30.7

3.8

2.1

(1.8)

(2.0)

(3.8)

(6.1)

5.0

4.6

11.3

126.9

Non-casino revenues

The table below sets forth our room revenues and associated key operating measures:

Macau Operations:

Wynn Palace:

Total room revenues (dollars in thousands)

Occupancy

ADR

REVPAR

Wynn Macau:

Total room revenues (dollars in thousands)

Occupancy

ADR

REVPAR

Las Vegas Operations:

Total room revenues (dollars in thousands)

Occupancy

ADR

REVPAR

Encore Boston Harbor:

Total room revenues (dollars in thousands)

Occupancy

ADR

REVPAR

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

201,783

94.9 %

323

306

109,308

96.5 %

281

271

784,385

89.6 %

513

459

90,195

93.0 %

398

370

40,079

38.4 %

156

25,691

41.1 %

154

651,291

86.7 %

454

393

85,078

91.4 %

382

349

161,704

403.5

56.5

167

246

107.1

410.0

83,617

325.5

55.4

127

208

133,094

2.9

5,117

1.6

82.5

330.2

20.4

13.0

16.8

6.0

4.2

6.0

Room revenues increased $383.5 million, primarily due to higher occupancy and ADR at our Macau Operations and our

Las Vegas Operations.

Food and beverage revenues increased $182.4 million, primarily due to increased restaurant covers at our Las Vegas

Operations and our Macau Operations.

Entertainment, retail and other revenues increased $123.3 million, primarily due to higher business volumes across our
properties, including an increase in revenues of $34.8 million from entertainment, convention, and special event-related sales
and $9.6 million from other outlets such as the spa, salon, and golf course at our Las Vegas Operations, and an increase in
revenues of $29.7 million and $9.8 million from our leased retail outlets at our Macau Operations and our Las Vegas
Operations, respectively.

Operating expenses

The table below presents operating expenses (dollars in thousands):

Operating expenses:

Casino

Rooms

Food and beverage

Entertainment, retail and other

General and administrative

Provision for credit losses

Pre-opening

Depreciation and amortization

Gain on EBH Transaction, net

Impairment of goodwill and intangible

assets

Property charges and other

Total operating expenses

NM - Not meaningful.

Year Ended December 31,

2023

2022

Increase/
(Decrease)

Percent
Change

2,238,671

1,099,801

1,138,870

307,132

822,323

340,437

1,065,022

(3,964)

9,468

687,270

—

261,343

700,549

328,529

830,450

(7,295)

20,643

692,318

(181,989)

45,789

121,774

11,908

234,572

3,331

(11,175)

(5,048)

181,989

94,490

130,877
5,691,726

48,036

65,116
3,857,501

46,454

65,761
1,834,225

103.6

17.5

17.4

3.6

28.2

(45.7)

(54.1)

(0.7)

96.7

101.0
47.5

The increase in total operating expenses was primarily due to increased operating costs associated with higher business
volumes at each of our properties, an increase in impairment of goodwill and intangible assets and property charges at Wynn
Interactive, as a result of our decision to close its online sports betting and iGaming platform, WynnBET, in certain
jurisdictions, and the gain recorded in 2022 in connection with the closing on a sale-leaseback arrangement with respect to
certain real estate assets related to Encore Boston Harbor (the “EBH Transaction”).

Casino expenses increased $686.7 million and $396.5 million at Wynn Palace and Wynn Macau, respectively. These
increases resulted from higher operating costs, including increases of $642.3 million and $381.4 million in incremental gaming
tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $28.8 million and $9.7 million at our Las Vegas Operations and Wynn Palace, respectively.
These increases resulted from higher operating costs related to an increase in room revenues at our Las Vegas Operations and
Wynn Palace.

Food and beverage expenses increased $69.4 million, $31.5 million, and $17.2 million at our Las Vegas Operations,
Wynn Palace, and Wynn Macau, respectively. These increases resulted from higher operating costs related to an increase in
food and beverage revenues at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

Entertainment, retail and other expenses increased $35.5 million at our Las Vegas Operations as a result of higher
operating costs associated with live and theatrical entertainment. Entertainment, retail and other expenses also increased
$19.2 million at our Macau Operations as a result of higher operating costs associated with increased business volumes. These
increases were partially offset by a decrease in marketing and other operational costs of $45.4 million at Wynn Interactive.

General and administrative expenses increased primarily due to triple-net operating lease expense of $139.8 million at
Encore Boston Harbor following the sale-leaseback transaction in December 2022, an increase of $29.4 million at our Las
Vegas Operations attributable to payroll and other general and administrative expenses required to support higher business
volumes, and increased corporate and other general and administrative expenses of $52.3 million, primarily due to
development costs.

For the year ended December 31, 2023, pre-opening expenses totaled $9.5 million, which primarily related to the launch
of sports betting operations in Massachusetts. For the year ended December 31, 2022, pre-opening expenses totaled
$20.6 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas.

We recorded a gain of $182.0 million related to the closing of the EBH Transaction in December 2022.

During the year ended December 31, 2023, the Company recognized impairment of goodwill and other finite-lived
intangible assets of $72.1 million and $22.4 million, respectively, as a result of our decision to close Wynn Interactive’s online
sports betting and iGaming platform, WynnBET, in certain jurisdictions. During the year ended December 31, 2022, the
Company recognized impairment of goodwill and other intangible assets of $37.8 million and $10.3 million, respectively, as a
result of changes in forecasts and other industry-specific factors and our decision to cease Wynn Interactive’s BetBull
operations.

Property charges and other expenses for the year ended December 31, 2023 consisted primarily of contract termination
and other expenses of $94.6 million, as a result of our decision to close Wynn Interactive’s online sports betting and iGaming
platform, WynnBET, in certain jurisdictions. Property charges and other expenses for the year ended December 31, 2023 also
included other contract terminations of $8.7 million at Wynn Macau, and asset abandonments of $12.7 million and
$8.0 million at Wynn Palace and our Las Vegas Operations, respectively. Property charges and other expenses for the year
ended December 31, 2022 consisted primarily of restructuring costs incurred by Wynn Interactive, including contract
termination costs of $32.8 million and asset abandonments of $3.3 million, $22.6 million, and $1.3 million at our Las Vegas
Operations, Wynn Palace, and Wynn Macau, respectively.

Other non-operating income and expenses

Interest expense, net of capitalized interest, increased $100.6 million primarily due to an increase in the weighted average

interest rate to 6.07% for the year ended December 31, 2023, from 5.36% for the year ended December 31, 2022.

We recorded interest income of $175.8 million for the year ended December 31, 2023, primarily related to interest earned

on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement loss of $11.5 million and a gain of $5.8 million for the years ended
December 31, 2023 and 2022, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the
U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities
drove the variability between periods.

We recorded a gain of $45.1 million and $16.0 million for the years ended December 31, 2023 and 2022, respectively,
from change in derivatives fair value. The change in derivatives fair value for the year ended December 31, 2023 included a
gain of $49.7 million recorded in relation to the conversion feature of the WML Convertible Bonds.

We recorded a $12.7 million loss on debt financing transactions for the year ended December 31, 2023, primarily related

to the issuance of the 2031 WRF Senior Notes and the repurchase of the tendered 2025 WRF Senior Notes.

Income Taxes

For the years ended December 31, 2023 and 2022, we recorded an income tax benefit of $496.8 million and an expense of
$9.3 million, respectively. The 2023 income tax benefit primarily relates to the release of valuation allowance on certain
deferred tax assets. The 2022 income tax expense primarily relates to U.S. profitability and changes in U.S. deferred taxes.

In 2024, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits from
January 1, 2023 through December 31, 2027. Our non-gaming profits remain subject to the Macau Complementary Tax and
casino winnings remain subject to the Macau special gaming tax and other levies in accordance with our concession
agreement.

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $52.2 million for the year ended December 31, 2023, compared to
net loss of $285.5 million for the year ended December 31, 2022. These amounts are primarily related to the noncontrolling
interests’ share of net income (loss) from WML.

Segment Information

As further described in Item 8—“Financial Statements and Supplementary Data,” Note 20, “Segment Information,” we
use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income

(loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and
intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor,
management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and
water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other
non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure
because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming
companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to
compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain
incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a
company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming
companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on
a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations
pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the
management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative
to operating income (loss) as an indicator of our performance, as an alternative to cash flows from operating activities as a
measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income (loss),
Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future
capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, triple-net
operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and
other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, our calculation of Adjusted
Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may
be limited.

The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas
Operations, Encore Boston Harbor, and Wynn Interactive as reviewed by management and summarized in Item 8—“Financial
Statements and Supplementary Data,” Note 20, “Segment Information.” That footnote also presents a reconciliation of
Adjusted Property EBITDAR to net income (loss) attributable to Wynn Resorts, Limited.

Wynn Palace

Wynn Macau

Las Vegas Operations

Encore Boston Harbor

Wynn Interactive

Year Ended December 31,

2023

2022

615,846

(96,557) $

338,091

946,243

257,409

(42,646)

(124,047)

801,095

243,386

(98,490)

Increase/
(Decrease)

712,403

462,138

145,148

14,023

55,844

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $712.4 million and $462.1 million for the year
ended December 31, 2023, respectively, primarily due to an increase in operating revenues of $1.48 billion and $902.3 million
for the year ended December 31, 2023, respectively, partially offset by an increase in operating expenses. Our Macau
Operations for the year ended December 31, 2022 were negatively impacted by certain travel-related restrictions and
conditions related to the COVID-19 pandemic. Over the course of December 2022 and January 2023, the Macau authorities
relaxed or eliminated COVID-19 related protective measures, which resulted in increased business volumes at our Macau
Operations for the year ended December 31, 2023.

Adjusted Property EBITDAR at our Las Vegas Operations increased $145.1 million for the year ended December 31,
2023, primarily due to an increase in revenues from room and casino operations of $133.1 million and $92.9 million,
respectively, partially offset by an increase in operating expenses.

Adjusted Property EBITDAR at Encore Boston Harbor increased $14.0 million for the year ended December 31, 2023,
primarily due to an increase in revenues from casino operations of $23.9 million, partially offset by increased operating
expenses.

Adjusted Property EBITDAR at Wynn Interactive increased $55.8 million for the year ended December 31, 2023,
primarily due to a decrease in marketing and promotional expense of $45.4 million and an increase in operating revenues of
$13.0 million.

Refer to the discussions above regarding the specific details of our results of operations.

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):

Cash Flows - Summary

Net cash provided by (used in) operating activities

Net cash (used in) provided by investing activities:

Capital expenditures, net of construction payables and retention

Purchase of investments

Purchase of intangible and other assets

Proceeds from EBH Transaction

Proceeds from sale of assets and other

Net cash (used in) provided by investing activities

Net cash used in financing activities:

Proceeds from issuance of long-term debt

Repayments of long-term debt

Repurchase of common stock

Proceeds from exercise of stock options

Proceeds from issuance of subsidiary common stock

Proceeds from sale of noncontrolling interest in subsidiary

Distribution to noncontrolling interest

Dividends paid

Finance lease payments

Payments for financing costs

Other

Year Ended December 31,

2023

2022

1,247,879 $

(71,272)

(442,793)

(836,519)

(64,383)

(300,127)

—

(52,377)

—

1,700,000

1,162

1,471

(1,342,533)

1,348,967

1,200,000

(1,533,124)

211,435

(50,000)

(212,455)

(187,499)

1,965

—

(22,579)

(84,733)

(19,267)

(41,240)

(7,773)

—

2,895

50,033

(27,744)

(1,445)

(18,188)

(3,165)

—

Net cash used in financing activities

(719,206)

(23,678)

Effect of exchange rate on cash, cash equivalents and restricted cash

(Decrease) increase in cash, cash equivalents and restricted cash

282

(2,094)

(813,578) $

1,251,923

Operating Activities

Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other
non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid
expenses, and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted
primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of
premium customers who gamble on credit. The ability to collect these gaming receivables may impact our operating cash flow
for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted on a cash and credit
basis. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the year ended December 31, 2023, the increase in cash flows from operating activities was primarily due to
increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in
operating expenses associated with higher business volumes.

During the year ended December 31, 2022, the decrease in net cash used in operating activities was primarily due to a

decrease in marketing expenses related to Wynn Interactive and an increase in customer deposits.

Investing Activities

Our investing activities primarily consist of project capital expenditures and maintenance capital expenditures associated

with maintaining and continually refining our world-class integrated resort properties.

During the year ended December 31, 2023, we incurred capital expenditures of $187.2 million at our Las Vegas
Operations, $70.6 million at Encore Boston Harbor, and $25.6 million at Wynn Macau primarily related to various renovations
and maintenance capital expenditures; $66.3 million at Wynn Palace primarily due to non-gaming related capital projects; and
$93.2 million at Corporate and other primarily related to future development projects, including $34.6 million related to an
expansion project adjacent to Encore Boston Harbor. In addition, during the year ended December 31, 2023, we purchased
$836.5 million in investments, comprised of United States treasury bills and fixed deposits maturing in less than one year.

During the year ended December 31, 2022, we incurred capital expenditures of $226.4 million at our Las Vegas
Operations primarily related to the Wynn Las Vegas room remodel and theater reconfiguration, and $20.2 million at Encore
Boston Harbor, $31.9 million at Wynn Palace, and $13.0 million at Wynn Macau primarily related to maintenance capital
expenditures. We also received $1.70 billion in cash proceeds upon closing of the EBH Transaction. In addition, we made a
$40.2 million investment in an unconsolidated affiliate.

Financing Activities

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments

during the year ended December 31, 2023 (in thousands):

WRF 7 1/8% Senior Notes, due 2031
WML 4 1/2% Convertible Bonds, due 2029
WRF 7 3/4% Senior Notes, due 2025
WLV 4 1/4% Senior Notes, due 2023
WLV 5 1/2% Senior Notes, due 2025
WRF Term Loan, due 2024
Total

Proceeds from
issuance

Repayments and
repurchases

600,000
600,000
—
—
—
—
1,200,000

—
—
600,000
500,000
399,999
33,125
1,533,124

In addition, during the year ended December 31, 2023, we repurchased 2,206,573 shares of our common stock for
$195.5 million. We also made dividend payments of $84.7 million, paid $41.2 million for financing costs related to the financing
activities above and used cash of $22.6 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

During the year ended December 31, 2022, we repurchased 2,956,331 shares of our common stock for $171.3 million
under our equity repurchase program. We also borrowed $211.4 million under the WM Cayman II Revolver and made
quarterly amortization payments under the WRF Term Loan totaling $50.0 million. In addition, we received a $50.0 million
contribution from a noncontrolling interest holder in exchange for a 49.9% interest in certain retail space contributed by the
Company to the Retail Joint Venture and used cash of $27.7 million for distributions to noncontrolling interest holders of the
Retail Joint Venture.

Capital Resources

The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver
borrowing capacity, excluding capacity under intercompany loan agreements, presented by significant financing entity as of
December 31, 2023 (in thousands):

Wynn Macau, Limited and subsidiaries
Wynn Resorts Finance, LLC (2)
Wynn Resorts, Limited and other
Total

Total Cash and
Cash Equivalents

Investments (1)

Revolver Borrowing
Capacity

1,317,744
361,529
1,199,913
2,879,186

697,908
—
147,284
845,192

—
736,451
—
736,451

(1) Investments consist of investments in United States treasury bills and fixed deposits maturing in less than one year.
(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Macau, Limited and subsidiaries. WML generates cash from our Macau Operations to fund working capital
requirements as needed. We expect to use this cash to fund working capital and capital expenditure requirements at WML and
our Macau Operations, and to service our WML Senior Notes, WM Cayman II Revolver, and WML Convertible Bonds. WML
paid no dividends during 2023 or 2022.

In 2024, Wynn Macau SA renewed its agreement with the Macau government that provides for a payment in lieu of
complementary tax on dividend distributions which would otherwise be borne by stockholders of Wynn Macau SA from
January 1, 2023 through December 31, 2025. The payment is $5.5 million for the year ended December 31, 2023.

Pursuant to the amended and restated facility agreement dated June 27, 2023, the base rate applicable to loans
denominated in U.S. dollars made pursuant to the WM Cayman II Revolver transitioned to the term secured overnight
financing rate (“Term SOFR”), plus a credit adjustment spread of 0.10%, plus (b) a margin of 1.875% to 2.875% per annum
based on WM Cayman II’s leverage ratio on a consolidated basis. The new Term SOFR base rate became effective July 4,
2023. The loans denominated in Hong Kong dollars under the WM Cayman II Revolver bear interest at HIBOR plus a margin
of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on consolidated basis. The final maturity of all
outstanding loans under the Revolving Facility remains unchanged at September 16, 2025. WML, as guarantor, may be subject
to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been
satisfied.

On March 7, 2023, WML completed an offering (the “Offering”) of $600.0 million 4.50% convertible bonds due 2029
(the “WML Convertible Bonds”). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the “Trust
Deed”). The net proceeds from the Offering, after deduction of commission and other related expenses, were $585.9 million.
WML intends to use the proceeds for general corporate purposes. The WML Convertible Bonds bear interest on their
outstanding principal amount from and including March 7, 2023 at the rate of 4.50% per annum.

The WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML,
at the initial conversion price of approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon
compliance with the terms and conditions of the WML Convertible Bonds (the “Terms and Conditions,” and such right, the
“Conversion Right”). The conversion price is at the fixed rate of HK$7.8497 (equivalent to US$1.00), subject to standard
adjustments for certain dilutive events as described in the Terms and Conditions. WML has the option, in its sole discretion, to
pay to the relevant bondholder an amount of cash equivalent in order to satisfy the Conversion Right in whole or in part.

The holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s
Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to (but excluding) the date
fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their
principal amount together with interest accrued but unpaid to, but excluding such date, following the occurrence of (a) when
the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding
10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange,
(b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total
number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited). The WML Convertible Bonds may also be redeemed at the option
of WML in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the
bondholders in accordance with the Terms and Conditions, under certain circumstances specified in the Trust Deed.

If our portion of our cash and cash equivalents were repatriated to the U.S. on December 31, 2023, it would be subject to

minimal U.S. taxes in the year of repatriation.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC (“WRF” or “Wynn Resorts Finance”)
generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore
Boston Harbor, and capital contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving
borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes and the
Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving
distributions from its subsidiaries, which include WML, Wynn Las Vegas, LLC, and Wynn MA. The WRF Credit Agreement
contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF’s ability to pay
dividends or distributions and incur additional indebtedness.

On February 16, 2023, WRF issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the
“2031 WRF Senior Notes”) in a private offering. The 2031 WRF Senior Notes were issued at par, for proceeds of
$596.2 million, net of $3.8 million of related fees and expenses. Also on February 16, 2023, WRF completed a cash tender
offer for any and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid
tenders with respect to $506.4 million and paid a tender premium of $12.4 million. We used a portion of the net proceeds from
the offering of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and
expenses.

In March 2023, we repurchased all of the outstanding Wynn Las Vegas 4.25% Senior Notes due 2023 of $500.0 million
using cash held by WRF, at a price equal to 100% of the principal amount plus accrued interest under the terms of their
indenture.

In April 2023, we repurchased the remaining outstanding 2025 WRF Senior Notes using the remaining net proceeds from
the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938% of the principal amount plus
accrued interest under the terms of its indenture.

In May 2023, WRF and certain of its subsidiaries entered into an amendment (the “WRF Credit Agreement

Amendment”) to its existing credit agreement (the “WRF Credit Agreement”).

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to: (i) transition the benchmark rate from
LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments
under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million, (iii) extend the stated maturity
date for lenders electing to extend their revolving commitments in an amount equal to approximately $681.3 million from
September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term
loan commitments in an amount equal to approximately $749.4 million from September 20, 2024 to September 20, 2027.
Lenders who elected not to extend their revolving commitments in an amount equal to approximately $68.7 million will
remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan
commitments in an amount equal to approximately $75.6 million will remain subject to a stated maturity date of
September 20, 2024.

In August 2023, Wynn Las Vegas repurchased $400.0 million aggregate principal amount of its 5 1/2% Senior Notes due
2025 (“2025 WLV Senior Notes”), at a price equal to 94% of the principal amount, plus accrued interest and an early tender
premium of $20.0 million and the related fees and expenses, using cash held by Wynn Resorts.

In February 2024, WRF issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031
(the “2031 WRF Add-On Senior Notes”) in a private offering. The 2031 WRF Add-On Senior Notes were issued at a price
equal to 103.0% of the principal amount, for net proceeds of approximately $409 million. Also, in February 2024, Wynn Las
Vegas repurchased $678.0 million aggregate principal amount of its 2025 WLV Senior Notes, at a price equal to 97.2% of the
principal amount, plus accrued interest and an early tender premium of $20.3 million to the holders of validly tendered 2025
WLV Senior Notes. The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by Wynn
Resorts to purchase such validly tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and
expenses.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to
pay dividends is dependent on our ability to obtain funds and our subsidiaries’ ability to provide funds to us. Wynn Resorts,
Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements
with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we
own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are
capped at $140.0 million for the year ended December 31, 2024. We expect to use cash held by Wynn Resorts, Limited and
other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital
contributions to the entity which owns the Wynn Al Marjan Island development, and for general corporate purposes.

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 expect to incur
between $375.0 million and $400.0 million of remaining project costs related to this development, which we expect to
complete during the first quarter of 2026.

On June 2, 2023, the Company entered into a second amendment to the existing term loan agreement (the “Retail Term
Loan Amendment”) which transitions the benchmark interest rate of the Retail Term Loan from LIBOR to the adjusted daily
simple secured overnight financing rate (“SOFR”) and to make related conforming changes, effective July 3, 2023.

The Company paid a cash dividend of $0.25 per share in each of the quarters ended June 30, 2023, September 30, 2023,
and December 31, 2023 and recorded $28.5 million, $28.2 million and $28.4 million respectively, against accumulated deficit.

On February 7, 2024, the Company declared a cash dividend of $0.25 per share, payable on February 29, 2024 to

stockholders of record as of February 20, 2024.

Other Factors Affecting Liquidity

We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to

refinance any of the indebtedness on acceptable terms or at all.

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the
outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal
proceedings, see Item 8—“Financial Statements and Supplementary Data,” Note 18, “Commitments and Contingencies.”

In April 2016, our Board of Directors has authorized an equity repurchase program of up to $1.00 billion. Under the
equity repurchase program, we may repurchase the Company’s outstanding shares from time to time through open market
purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). We repurchased 2,206,573 shares of our common stock at an
average price of $88.61 per share, for an aggregate cost of $195.5 million under this equity repurchase program during the year
ended December 31, 2023. As of December 31, 2023, we had $433.4 million in repurchase authority remaining under the
program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for
cash. The amount of any shares and/or notes to be repurchased, as well as the timing of any repurchases, will be based on
business, market and other conditions and factors, including price, contractual requirements or consents, and capital
availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We
continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets.
There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may
require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or
through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Contractual Commitments

The following table summarizes our scheduled contractual commitments as of December 31, 2023 (in thousands):

Less Than
1 Year

1 to 3
Years

4 to 5
Years

After
5 Years

Total

Payments Due By Period

Long-term debt obligations

711,155 $

4,567,554 $

3,598,277 $

2,950,000 $

11,826,986

Fixed interest payments

Estimated variable interest payments (1)

Macau gaming premium (2)

Macau Property Transfer Agreement
payments (3)

Construction contracts and commitments

Operating leases

Finance leases

Employment agreements (4)

Massachusetts surrounding community
payments (5)
Other (6)

475,663

195,673

14,484

6,596

126,110

142,219

15,064

97,018

14,966

179,398

715,592

188,815

28,968

28,585

14,079

285,628

8,364

91,177

30,880

102,955

492,645

32,561

28,968

43,976

924

173,736

1,857,636

—

57,937

87,952

—

417,049

130,357

167,109

141,113

292,005

3,836,365

4,556,217

3,540

8,992

32,218

27,336

61,796

2,677

77,047

33,294

88,764

199,864

155,111

342,983

Total contractual commitments

1,978,346 $

6,062,597 $

4,561,442 $

7,280,804 $

19,883,189

(1) Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and SOFR or HIBOR

rates as of December 31, 2023. Actual rates will vary.

(2) Represents the fixed and minimum variable gaming premium amounts payable under the Gaming Concession Contract, based on the number and type of

gaming tables and machines we operate.

(3) Represents amounts payable under the Property Transfer Agreements (as defined in Item 8—“Financial Statements and Supplementary Data,” Note 5,

“Property and Equipment, net”).

(4) Represents payments to executive officers, other members of management and certain key employees. Employment agreements generally have three to
five year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. Certain of the executives are also entitled to a
separation payment if terminated without “cause” or upon voluntary termination of employment for “good reason” following a “change of control” (as
these terms are defined in the employment contracts).

(5) Represents payments to certain communities surrounding Encore Boston Harbor, required as a condition of the gaming license awarded to Wynn MA,

LLC.

(6) Other includes open purchase orders, future charitable contributions, performance contracts and other contracts. As further discussed in Item 8—
“Financial Statements and Supplementary Data,” Note 14, “Income Taxes,” we had $135.7 million of unrecognized tax benefits as of December 31, 2023.
Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign this liability to any particular year and therefore it is not
included in the table above as of December 31, 2023.

Gaming Concession Contract

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

In addition to the Macau gaming premium and Property Transfer Agreements payment commitments included in the table
above, Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP17.73 billion
(approximately $2.20 billion) over the course of the ten-year term of the Gaming Concession Contract. MOP16.50 billion
(approximately $2.05 billion) of the committed investment will be used for non-gaming capital projects and event
programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment
performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and
maritime tourism.

Wynn Macau SA agreed, as part of its commitment for its Gaming Concession Contract, to increase its investment in
non-gaming projects (original commitment of MOP16.50 billion (approximately $2.05 billion) by 20% once market-wide
gross gaming revenues reached MOP180.00 billion (approximately $22.36 billion) in any one year (the “Trigger Event”). As
market-wide gross gaming revenue exceeded MOP180.00 billion (approximately $22.36 billion) in 2023, the Trigger Event

occurred at the end of 2023 and each gaming concessionaire is now required to increase its original committed investment
amount in non-gaming projects by 20%. Wynn Macau SA will comply with its further investment commitment by investing
MOP3.30 billion (approximately $409.9 million) over the course of the remaining 9 years of the Gaming Concession Contract
in non-gaming capital projects. The scope, nature and timing of the additional investment in non-gaming capital projects will
be mutually agreed between Wynn Macau SA and the Macau SAR Government in due course and according to the terms of
the Gaming Concession Contract.

See Item 8—“Financial Statements and Supplementary Data,” Note 18, “Commitments and Contingencies,” for

additional information regarding the amounts owed under the Gaming Concession Contract and Macau gaming law.

Wynn Al Marjan Island Funding Commitment

Pursuant to the shareholders’ agreement governing Island 3 AMI FZ-LLC, the unconsolidated entity in which the
Company has a 40% ownership interest and which owns the Wynn Al Marjan Island integrated resort development project in
Ras Al Khaimah, United Arab Emirates, the Company, and the entity’s other shareholders, have committed to fund the
development of the project through capital contributions in an amount up to its pro rata share of at least 20% of the project
budget. The amount and timing of such contributions are subject to approval by the entity’s shareholders.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP involves the use of estimates and
assumptions that affect the amounts reported in the consolidated financial statements. Certain of our accounting policies
require management to apply significant judgment in defining the appropriate assumptions integral to financial estimates and
on an ongoing basis, management evaluates those estimates. Judgments are based on historical experience, terms of existing
contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments
are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.

WML Convertible Bond Conversion Option Derivative

On March 7, 2023, WML completed the Offering of the WML Convertible Bonds. The Company determined that the
conversion feature contained within the WML Convertible Bonds is not indexed to WML’s equity and, as such, is required to
be bifurcated from the debt host contract and accounted for as a free-standing derivative (the “WML Convertible Bonds
Conversion Option Derivative”). In accordance with applicable accounting standards, the WML Convertible Bond Conversion
Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the
statements of operations.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML
Convertible Bonds. Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to
expected share-price volatility, risk-free interest rate, expected term, and dividend yield. The Company estimates the volatility
of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the
WML Convertible Bonds. The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on
the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of
the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity. The dividend yield is based on
the historical WML dividend rate over the last several years. The output of the lattice model can be highly sensitive to
fluctuations in its inputs.

Sale-leaseback Transaction

On December 1, 2022, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets
related to Encore Boston Harbor (the “EBH Transaction”). Upon closing of the EBH Transaction, the Company received cash
proceeds of approximately $1.70 billion in exchange for the sale of such real estate assets, recognizing 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 $1.51 billion.

Accounting for sale-leaseback transactions requires significant management judgement and estimates, including with
respect to the determination of whether the transaction qualifies as a sale as defined within GAAP, operating versus finance
lease classification, and inputs into the measurement of lease assets and liabilities.

In determining whether the transaction qualifies as a sale, we are required to assess whether a contract exists and if so,
whether control has passed to the counterparty in the contract. Control indicators include, but are not limited to, whether the
entity has a present right to payment for the asset, whether the customer has legal title to the asset, whether the entity has
transferred physical possession of the asset, whether the customer has significant risks and rewards of ownership of the asset,
and whether the customer has accepted the asset. Concluding whether a sale has occurred requires significant judgement in
determining whether the rights and obligations created by the sale agreement convey control to the counterparty in the
transaction.

In a sale-leaseback arrangement, we are required to determine whether the lease is classified as an operating lease or a
finance lease. A finance lease would preclude sale accounting. A lessee is required to classify a lease as a finance lease if,
among other factors, 1) the term is for the major part of the remaining economic life of the underlying asset or 2) the present
value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset. Lease terms
include options to extend the lease when it is reasonably certain that such option will be exercised. The Company’s operating
lease related to Encore Boston Harbor contains an initial term of 30 years from December 2022 to November 2052 with one
thirty-year renewal period at the Company’s option, which, in management judgement, is not considered to be reasonably
certain of being exercised. The determination of whether the present value of the sum of the lease payments equals or exceeds
substantially all of the fair value of the underlying asset requires the use of estimates, in both determining the discount rate to
measure the present value of the sum of the lease payments and in determining the fair value of the underlying assets. As the
interest rate implicit in our leases is not readily determinable, we use our incremental borrowing rate, which is defined by
GAAP as the “rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount
equal to the lease payments in a similar economic environment,” to determine the present value of lease payments. Inputs into
our selected incremental borrowing rate which require management’s judgement include quantifying our entity-specific credit
risk and risks associated with the economic environment specific to the leased assets. In determining the fair value of the
underlying assets, we use a combination of the income, market, and cost approaches, which include inputs such as estimated
future cash flows, the selection of recently sold comparable properties, and estimated cost to construct a comparable asset.

Allowance for Credit Losses

A substantial portion of our outstanding receivables relates to casino credit play. Credit play, through the issuance of
markers, represents a significant portion of the table games volume. Our goal is to maintain strict controls over the issuance of
credit and aggressively pursue collection from those customers who fail to pay their balances in a timely fashion. These
collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside
collection agencies, and litigation. Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally
legally enforceable instruments in the United States, and United States assets of foreign customers may be used to satisfy
judgments entered in the United States.

The enforceability of markers and other forms of credit related to gaming debt outside of the United States varies from
country to country. Some foreign countries do not recognize the enforceability of gaming related debt, or make enforcement
burdensome. We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to
customers who are not residents of the United States. In addition to our internal credit and collection departments, we have a
network of legal, accounting and collection professionals to assist us in our determinations regarding enforceability and our
overall collection efforts.

We regularly evaluate our reserve for credit losses based on a specific review of customer accounts and outstanding
gaming promoter accounts, taking into consideration the amount owed, the age of the account, the customer’s financial
condition, management’s experience with historical and current collection trends, current economic and business conditions,
and management’s expectations of future economic and business conditions and forecasts. Accounts are written off when
management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

The following table presents key statistics related to our casino accounts receivable (dollars in thousands):

Casino accounts receivable

Allowance for casino credit losses

Allowance as a percentage of casino accounts receivable

December 31,

2023

2022

218,694

34,739

171,893

74,207

15.9 %

43.2 %

The decrease in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical
collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts.
Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with
respect to receivables could change. Our allowance for credit losses is based on our estimates of amounts collectible and
depends on the risk assessments and judgments by management regarding realizability, the current and expected future state of
the economy and our credit policy. Our reserve methodology is applied similarly to credit extended at each of our resorts. As
of December 31, 2023 and 2022, 41.8% and 34.3%, respectively, of our outstanding casino accounts receivable balance
originated at our Macau Operations.

As of December 31, 2023, a 100 basis point change in the allowance for credit losses as a percentage of casino accounts

receivable would change the provision for credit losses by approximately $2.2 million.

As our customer payment experience evolves, we will continue to refine our estimated allowance for credit losses.
Accordingly, the associated provision for credit losses may fluctuate. Because individual customer account balances can be
significant, the reserve and the provision can change significantly between periods as we become aware of additional
information about a customer or changes occur in a region’s economy or legal system.

Impairment of Long-lived Assets, Intangible assets, and Goodwill

We evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable
accounting standards. For assets to be disposed of we recognize the asset at the lower of carrying value or fair market value
less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For
assets to be held and used, we review for impairment whenever indicators of impairment exist. In reviewing for impairment,
we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the
undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed
the carrying value, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash
flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized
impairment losses, whether for assets to be disposed of or assets to be held and used, are recorded as operating expenses.

The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate
that this asset may be impaired. The Company’s test of goodwill impairment starts with a qualitative assessment to determine
whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of
the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is
performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the
estimated fair value exceeds its carrying value, goodwill is considered not to be impaired and no additional steps are
necessary. However, if the fair value of the reporting unit is less than its carrying amount, goodwill impairment is recorded
equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount
of goodwill.

During the year ended December 31, 2023, as a result of the Company’s decision to cease operating Wynn Interactive’s
online sports betting and iGaming platform in certain jurisdictions, the Company identified interim indicators of impairment
related to the goodwill assigned to the WynnBET reporting unit within the Wynn Interactive reportable segment. As a result,
the Company performed an impairment test as of December 31, 2023, and determined that the carrying value of its goodwill
exceeded the estimated fair value of that reporting unit based on a combination of the income and cost approaches, causing the
Company to recognize a goodwill impairment loss of $72.1 million. As of December 31, 2023, the Company had no remaining
goodwill recorded related to the acquisition of BetBull Limited (“BetBull”), a subsidiary of Wynn Interactive. The Company
also recognized impairment of other finite-lived intangible assets related to Wynn Interactive’s closed operations totaling
$22.4 million during the year ended December 31, 2023.

Litigation and Contingency Estimates

We are subject to various claims, legal actions and other contingencies, and we accrue for these matters when they are
both probable and estimable. For matters that arose on or prior to the balance sheet date, we estimate any accruals based on the

relevant facts and circumstances available through the date of issuance of the financial statements. We include the accruals
associated with any contingent matters in other accrued liabilities on the Consolidated Balance Sheets.

Income Taxes

We are subject to income taxes in the United States and other foreign jurisdictions where we operate. Accounting
standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax
consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect
of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results
of operations in the period that includes the enactment date. Accounting standards require recognition of a future tax benefit to
the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

As of December 31, 2023, we had deferred tax assets of $2.20 billion, including a foreign tax credit (“FTC”)
carryforward of $1.20 billion and deferred tax assets related to interest expense carryforwards of $156.2 million and net
operating loss carryforwards of $239.6 million. In assessing the need for a valuation allowance, the Company considers
whether it is more likely than not that the deferred tax assets will be realized. In this assessment, appropriate consideration was
given to all positive and negative evidence including recent operating profitability, forecasts of future earnings, ability to
carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods, and tax planning
strategies.

In 2023, we considered both the achievement of sustained profitability and cumulative income as well as forecasted
income and tax planning strategies to be significant forms of positive evidence. We determined that the positive evidence
outweighed the negative evidence and supported a release of a portion of the valuation allowance. Therefore, we recorded a
$1.10 billion net decrease to valuation allowances, including a $971.7 million decrease to the valuation allowance on FTC
carryforwards. Of the $971.7 million decrease, $97.5 million relates to current year utilization and $572.6 million relates to
expirations of FTCs in 2023. The remaining $301.6 million represents FTCs more likely than not to be realized based on
future taxable income and tax planning strategies. We also recorded a $158.0 million decrease in valuation allowance on
disallowed interest expense carryforward. The need for valuation allowances against deferred tax assets will be reassessed on a
continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and
circumstances.

As of December 31, 2022, we relied solely on the reversal of net taxable temporary differences in assessing the need for a

valuation allowance.

Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate.
We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes.
The accounting standards prescribe a minimum recognition threshold that a tax position is required to meet before being
recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards
utilize a two-step approach for evaluating tax positions. The tax benefit is measured as the largest amount of benefit that is
more likely than not to be realized upon settlement.

As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for

income taxes.

Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit
Shifting 2.0 (“BEPS 2.0”) project have the potential to lead to changes in the tax laws in numerous countries, including the
implementation of a global minimum tax. Several countries around the world have enacted or proposed changes to their
existing tax laws based on these recommendations. We are monitoring the potential changes in tax laws resulting from the
Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and
profit shifting, which could impact our effective tax rate.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign

currency exchange rates and commodity prices.

Interest Rate Risks

One of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based
on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable
rate borrowings, supplemented by hedging activities as believed by us to be appropriate. We cannot assure you that these risk
management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of
operations and cash flows.

The following table provides estimated future cash flow information derived from our best estimates of repayments as of
December 31, 2023, of our expected long-term indebtedness and related weighted average interest rates by expected maturity
dates. However, we cannot predict the SOFR or HIBOR rates that will be in effect in the future. Actual rates will vary. The
one-month SOFR and HIBOR rates as of December 31, 2023 of 5.38% and 5.22%, respectively, were used for all variable rate
calculations in the table below.

The information is presented in U.S. dollar equivalents as applicable.

Year Ending December 31,

Expected Maturity Date

2024

2025

2026

2027

2028

Thereafter

Total

(dollars in millions)

Long-term debt:

Fixed rate

600.0

1,380.0

1,000.0

1,630.0

1,350.0

2,950.0

8,910.0

Average interest rate

4.9 %

5.5 %

5.3 %

Variable rate

111.2

$ 2,150.1

37.5

618.2

Average interest rate

7.1 %

6.7 %

7.1 %

5.6 %

—

— %

5.6 %

5.5 %

—

2,917.0

— %

6.8 %

Interest Rate Sensitivity

As of December 31, 2023, approximately 75.0% of our long-term debt was based on fixed rates. Based on our
outstanding borrowings as of December 31, 2023 and an interest rate collar on the Retail Term Loan, an assumed 100 basis
point change in the variable rates would cause our annual interest expense to change by $23.0 million.

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, the Company entered into a five year
interest rate collar with a notional value of $615.0 million. The interest rate collar establishes a range whereby the Company
will pay the counterparty if one-month SOFR falls below the established floor rate of 1.00%, and the counterparty will pay the
Company if one-month SOFR exceeds the ceiling rate of 3.67%.

Foreign Currency Risks

The currency delineated in Wynn Macau SA’s Gaming Concession Contract with the government of Macau is the Macau
pataca (see Item 1—“Business—Regulation and Licensing—Macau” for further discussion). The Macau pataca, which is not a
freely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau.
The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively
stable over the past several years. However, the exchange linkages of the Hong Kong dollar and the Macau pataca, and the
Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among other things, changes in Chinese
governmental policies and international economic and political developments.

If the Hong Kong dollar and the Macau pataca are not linked to the U.S. dollar in the future, severe fluctuations in the
exchange rate for these currencies may result. We also cannot assure you that the current rate of exchange fixed by the
applicable monetary authorities for these currencies will remain at the same level.

We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong
Kong dollars or Macau patacas; however, a significant portion of our Wynn Macau, Limited and Wynn Macau SA debt is
denominated in U.S. dollars. Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong
dollar in relation to the U.S. dollar could have materially adverse effects on our results, financial condition, and ability to
service debt. Based on our balances as of December 31, 2023, an assumed 1% change in the U.S. dollar/Hong Kong dollar
exchange rate would cause a foreign currency transaction gain/loss of $45.6 million.

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quarterly Consolidated Financial Information (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page
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107

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on Internal Control Over Financial Reporting

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Las Vegas, Nevada
February 23, 2024

/s/ Ernst & Young LLP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as
of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss),
stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 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, 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 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.

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.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Las Vegas, Nevada
February 23, 2024

WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

ASSETS

Current assets:

Cash and cash equivalents

Restricted cash

Investments

Accounts receivable, net of allowance for credit losses of $40,075 and $78,842

Inventories

Prepaid expenses and other

Total current assets

Property and equipment, net

Restricted cash

Goodwill and intangible assets, net

Operating lease assets

Deferred income taxes, net

Other assets

Total assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts and construction payables

Customer deposits

Gaming taxes payable

Accrued compensation and benefits

Accrued interest

Current portion of long-term debt

Other accrued liabilities

Total current liabilities

Long-term debt

Long-term operating lease liabilities

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

Stockholders’ deficit:

Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and
outstanding

Common stock, par value $0.01; 400,000,000 shares authorized; 132,998,916 and 132,256,185
shares issued; 111,737,245 and 113,369,439 shares outstanding, respectively

Treasury stock, at cost; 21,261,671 and 18,886,746 shares, respectively

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

Total Wynn Resorts, Limited stockholders’ deficit

Noncontrolling interests

Total stockholders’ deficit

December 31,

2023

2022

2,879,186

3,650,440

845,192

341,712

75,552

99,961

4,241,621

6,688,479

90,208

329,708

4,819

—

216,033

70,094

88,201

4,029,587

6,896,060

127,731

245,253

1,832,896

1,853,164

500,877

312,434

—

263,305

13,996,223

13,415,100

208,263

543,288

172,832

212,645

141,902

709,593

211,931

2,200,454

11,028,744

1,631,749

236,210

197,474

506,148

44,967

187,160

135,630

547,543

192,501

1,811,423

11,569,316

1,615,157

59,569

15,097,157

15,055,465

—

1,330

1,323

(1,836,326)

(1,623,872)

3,647,161

3,583,923

3,406

(404)

(2,066,953)

(2,711,808)

(251,382)

(849,552)

(750,838)

(889,527)

(1,100,934)

(1,640,365)

Total liabilities and stockholders’ deficit

13,996,223

13,415,100

The accompanying notes are an integral part of these consolidated financial statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Operating revenues:

Casino

Rooms

Food and beverage

Entertainment, retail and other

Total operating revenues

Operating expenses:

Casino

Rooms

Food and beverage

Entertainment, retail and other

General and administrative

Provision for credit losses

Pre-opening

Depreciation and amortization

Gain on EBH Transaction, net

Impairment of goodwill and intangible assets

Property charges and other

Total operating expenses

Operating income (loss)

Other income (expense):

Interest income

Interest expense, net of amounts capitalized

Change in derivatives fair value

Loss on debt financing transactions

Other

Other expense, net

Income (loss) before income taxes

Benefit (provision) for income taxes

Net income (loss)

Year Ended December 31,

2023

2022

2021

3,718,402

1,632,541

$ 2,133,420

1,185,671

1,028,637

599,187

802,138

846,214

475,932

592,571

633,911

403,762

6,531,897

3,756,825

3,763,664

2,238,671

1,099,801

1,394,098

307,132

822,323

340,437

1,065,022

(3,964)

9,468

687,270

—

94,490

130,877

261,343

700,549

328,529

830,450

(7,295)

20,643

692,318

(181,989)

48,036

65,116

197,734

516,391

450,358

796,592

29,487

6,821

715,962

—

10,254

40,508

5,691,726

3,857,501

4,158,205

840,171

(100,676)

(394,541)

175,785

(751,509)

45,098

(12,683)

(11,479)

(554,788)

285,383

496,834

782,217

29,758

3,213

(650,885)

(605,562)

15,956

—

5,811

(599,360)

(700,036)

(9,332)

11,360

(2,060)

(23,926)

(616,975)

(1,011,516)

(474)

(709,368)

(1,011,990)

Less: net (income) loss attributable to noncontrolling interests

(52,223)

285,512

256,204

Net income (loss) attributable to Wynn Resorts, Limited

729,994

(423,856) $

(755,786)

Basic and diluted net income (loss) per common share:

Net income (loss) attributable to Wynn Resorts, Limited:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

6.49

6.32

(3.73) $

(6.64)

112,523

112,855

113,623

113,760

The accompanying notes are an integral part of these consolidated financial statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

Net income (loss)

Other comprehensive income (loss):

Year Ended December 31,

2023

2022

2021

$ 782,217

(709,368) $

(1,011,990)

Foreign currency translation adjustments, before and after tax

5,297

(8,849)

3,477

Total comprehensive income (loss)

787,514

(718,217)

(1,008,513)

Less: comprehensive (income) loss attributable to noncontrolling
interests

(53,710)

287,953

255,127

Comprehensive income (loss) attributable to Wynn Resorts, Limited

733,804

(430,264) $

(753,386)

The accompanying notes are an integral part of these consolidated financial statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands, except share data)

Common stock

Shares
outstanding

Par
value

Treasury
stock

Additional
paid-in
capital

Accumulated
other
comprehensive
income (loss)

Accumulated
deficit

Total
Wynn Resorts,
Limited
stockholders’
deficit

Noncontrolling
interests

Total
stockholders’
deficit

Balances, January 1, 2021

107,888,336 $1,235 $(1,422,531) $

2,598,115

3,604

(1,532,420) $

(351,997)

(385,320) $

(737,317)

—

2,400

Net loss

Currency translation adjustment

Issuance of common stock, net of
$17.7 million underwriter discounts,
commissions and other expenses

Issuance of restricted stock

Cancellation of restricted stock

Shares repurchased by the Company
and held as treasury shares

Cash dividends declared

Wynn Interactive transactions

Distribution to noncontrolling
interest

Stock-based compensation

—

7,475,000

518,191

(26,221)

(140,363)

—

(13,842)

—

841,821

5,897

—

(20,211)

—

77,093

Balances, December 31, 2021

115,714,943

1,314

(1,436,373)

3,502,715

Net loss

Currency translation adjustment

Issuance of restricted stock

—

—
797,419

Cancellation of restricted stock

(115,521)

Shares repurchased by the Company
and held as treasury shares

(3,151,883)

Distribution to noncontrolling
interest

Contribution from noncontrolling
interest

Transactions with subsidiary
minority shareholders

Subsidiary equity issuance

Stock-based compensation

—

124,481

—

—
9

(1)

—

—
—

—

(187,499)

—

—
9,279

—

48,559

(14,053)

(18,717)

56,139

Balances, December 31, 2022

113,369,439

1,323

(1,623,872)

3,583,923

Net income

Currency translation adjustment

Exercise of stock options

Issuance of restricted stock

Cancellation of restricted stock

—

32,284

727,522
(23,256)

Shares repurchased by the Company
and held as treasury shares

(2,374,925)

Cash dividends declared

Distribution to noncontrolling
interest
Transactions with subsidiary
minority shareholders
Stock-based compensation

—

6,181
—

—

7
—

—

—
—

—

—
—

(212,454)

—

—
—

—

1,965

6,631
—

—

(2,994)

(754)
58,390

—

6,004

—

(6,408)
—

—

(404)

—

3,810

—

—
—

—

—
—

(755,786)

(256,204)

(1,011,990)

—

128

—

(2,288,078)

(423,856)

—
—

—

126

2,400

1,077

3,477

841,896

5,901

—

(13,842)

128

—

370

—

(20,211)

25,372

—

77,093

(214,418)

(423,856)

(6,408)
9,288

—

(187,499)

(18,761)

11,648

(621,797)

(285,512)

(2,441)
—

—

841,896

6,271

—

(13,842)

149

5,161

(18,761)

88,741

(836,215)

(709,368)

(8,849)
9,288

—

(187,499)

—

(27,744)

48,559

1,474

50,033

(14,052)

(18,717)

56,265

14,052

21,613

10,828

—

2,896

67,093

(2,711,808)

(750,838)

(889,527)

(1,640,365)

729,994

—

—
—

—

(85,139)

—

—
—

3,810

1,965

6,638
—

(212,454)

(85,139)

52,223

1,487

—

—
—

—

782,217

5,297

1,965

6,638
—

(212,454)

(85,139)

(2,994)

(19,584)

(22,578)

(754)
58,390

754
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)

The accompanying notes are an integral part of these consolidated financial statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating

activities:

Depreciation and amortization

Deferred income taxes

Stock-based compensation expense

Amortization of debt issuance costs

Loss on debt financing transactions

Provision for credit losses

Change in derivatives fair value

Gain on EBH Transaction, net

Impairment of goodwill and intangible assets

Property charges and other

Increase (decrease) in cash from changes in:

Receivables, net

Inventories, prepaid expenses and other

Customer deposits

Accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures, net of construction payables and retention

Purchase of investments

Purchase of intangible and other assets

Proceeds from EBH Transaction

Proceeds from sale of assets and other

Year Ended December 31,

2023

2022

2021

782,217

(709,368)

(1,011,990)

687,270

(502,784)

64,515

39,532

12,683

(3,964)

(45,098)

—

94,490

117,176

(123,747)

(6,025)

37,951

93,663

1,247,879

(442,793)

(836,519)

(64,383)

—

1,162

692,318

3,241

67,627

29,427

—

(7,295)

(15,956)

(181,989)

48,036

59,305

(9,335)

(19,737)

69,692

(97,238)

(71,272)

715,962

(2,706)

95,238

27,047

2,060

29,487

(11,360)

—

10,254

64,434

(29,441)

(21,499)

(207,878)

117,801

(222,591)

(300,127)

(290,657)

—

(52,377)

1,700,000

1,471

—

(56,034)

—

4,268

Net cash (used in) provided by investing activities

(1,342,533)

1,348,967

(342,423)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

Repayments of long-term debt

Proceeds from issuance of Wynn Resorts, Limited common stock

Proceeds from exercise of stock options

Repurchase of common stock

Proceeds from issuance of subsidiary common stock

Proceeds from sale of noncontrolling interest in subsidiary

Payments to acquire ownership interest in subsidiary

Distribution to noncontrolling interest

Dividends paid

Finance lease payments

Payments for financing costs

Other

Net cash used in financing activities

Effect of exchange rate on cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash:

(Decrease) increase in cash, cash equivalents and restricted cash

Balance, beginning of period

Balance, end of period

1,200,000

(1,533,124)

—

1,965

211,435

(50,000)

—

(212,455)

(187,499)

—

(22,579)

(84,733)

(19,267)

(41,240)

(7,773)

(719,206)

282

2,895

50,033

—

(27,744)

(1,445)

(18,188)

(3,165)

—

(23,678)

(2,094)

1,340,281

(2,488,401)

841,896

—

(13,842)

4,662

—

(5,433)

(18,761)

(1,553)

(15,658)

(31,193)

—

(388,002)

(2,301)

(813,578)

3,782,990

1,251,923

2,531,067

(955,317)

3,486,384

2,969,412

3,782,990

2,531,067

The accompanying notes are an integral part of these consolidated financial statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Business

Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, “Wynn Resorts” or the “Company”) is a
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.

In the Macau Special Administrative Region of the People’s Republic of China (“Macau”), the Company owns
approximately 72% of Wynn Macau, Limited (“WML”), which includes the operations of the Wynn Palace and Wynn Macau
resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company
operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. Additionally, the Company is a
50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the
“Retail Joint Venture”). The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail
Joint Venture as its Las Vegas Operations. In Everett, Massachusetts, the Company operates Encore Boston Harbor, an
integrated resort. The Company also holds an approximately 97% interest in, and consolidates, Wynn Interactive Ltd. (“Wynn
Interactive”), through which it operates online sports betting, gaming, and social casino businesses. 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.

Macau Operations

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 468,000 square feet
of casino space, 14 food and beverage outlets, approximately 37,000 square feet of meeting and convention space,
approximately 107,000 square feet of retail space, public attractions including a performance lake, an immersive entertainment
center, Western and Asian art displays, and a gondola ride offering convenient street-level access.

Wynn Macau features two luxury hotel towers with a total of 1,010 guest rooms and suites, approximately 294,000 square
feet of casino space, 14 food and beverage outlets, approximately 31,000 square feet of meeting and convention space,
approximately 64,300 square feet of retail space, a performance lake, a rotunda show and recreation and leisure facilities.

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

Las Vegas Operations

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately
194,000 square feet of casino space, 34 food and beverage outlets, approximately 513,000 square feet of meeting and
convention space, approximately 177,000 square feet of retail space (the majority of which is owned and operated under a joint
venture of which the Company owns 50.1%), as well as two theaters, two nightclubs and a beach club and recreation and
leisure facilities.

Encore Boston Harbor

Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River, features
a luxury hotel tower with a total of 671 guest rooms and suites, approximately 210,000 square feet of casino space, 14 food
and beverage outlets, one nightclub, approximately 71,000 square feet of meeting and convention space, and approximately
8,186 square feet of retail space. Public attractions include a waterfront park, floral displays, and water shuttle service to
downtown Boston.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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. For more information on
the EBH Transaction, see Note 5, “Property and Equipment, net” and Note 16, “Leases.”

Wynn Interactive

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and include the accounts of the Company, its majority-owned subsidiaries, and entities the
Company identifies as variable interest entities (“VIEs”) of which the Company is determined to be the primary beneficiary.
For information on the Company’s VIEs, see Note 19, “Retail Joint Venture.” If the entity does not qualify for consolidation
and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for
the entity under the equity method. 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.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to
and include, but are not limited to, inputs into the Company’s estimated allowance for deferred tax assets and credit losses,
estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and
litigation and contingency estimates.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less
and include both U.S. dollar-denominated and foreign currency-denominated securities. Cash equivalents are carried at cost,
which approximates fair value. Restricted cash consists of cash collateral associated with obligations, cash held in a trust in
accordance with WML’s share award plan, and an amount held in the form of a first demand bank guarantee in favor of the
Macau government to support Wynn Macau SA’s legal and contractual obligations under the Gaming Concession Contract.

Investments

The Company’s investments include financial assets in the form of interest-bearing fixed deposits, which are recorded at
fair value (see Note 10, “Fair Value Measurements”), and debt securities in the form of United States treasury bills.
Investments in debt securities which the Company has the positive intent and ability to hold to maturity are classified as
held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are
classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with
unrealized gains and losses as a separate component of other comprehensive income. Premiums and discounts on debt
securities are amortized or accreted into interest income using the effective interest method. All of the Company’s debt
securities are classified as held-to-maturity.

As of December 31, 2023, the Company held $550.0 million in fixed deposits, recorded at fair value, and $295.2 million
in debt securities, recorded at amortized cost within Investments on the Consolidated Balance Sheets. The estimated fair value
of the Company’s debt securities as of December 31, 2023 was approximately $294.8 million and the gross unrecognized
holding loss was $0.4 million. As of December 31, 2023, the Company had $8.7 million in accrued interest on its debt
securities, recorded in Investments on the Consolidated Balance Sheets.

As of December 31, 2022, the Company had no investments in fixed deposits or debt securities recorded within

Investments on the Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other
factors. The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors
and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge
to earnings. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances.
During the year ended December 31, 2023, the Company recorded no allowance for credit losses related to its investments.

Accounts Receivable and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino
accounts receivable. The Company issues credit in the form of “markers” to approved casino customers following
investigations of creditworthiness.

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are recorded at
amortized cost. Casino receivables primarily consist of credit issued to patrons in the form of markers. The Company issues
credit based on factors such as level of play and financial resources, following background and credit checks. The casino credit
extended by the Company is generally unsecured and due on demand.

An estimated allowance for credit losses is maintained to reduce the Company’s receivables to their carrying amount,
which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer
accounts taking into consideration the amount owed, the age of the account, the customer’s financial condition, management’s
experience with historical and current collection trends, current economic and business conditions, and management’s
expectations of future economic and business conditions and forecasts. Accounts are written off when management deems
them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

Inventories

Inventories consist of retail merchandise and food and beverage items, which are stated at the lower of cost or net
realizable value, and certain operating supplies. Cost is determined by the first-in, first-out, weighted average and specific
identification methods.

Property and Equipment

Purchases of property and equipment are stated at cost, and when placed into service, are depreciated over the estimated

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

Buildings and improvements
Land improvements
Furniture, fixtures and equipment
Leasehold interest in land
Airplanes

Estimated Useful Life in Years

10 - 45
10 - 45
3 - 20
25
20

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Costs related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred.
The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the
respective accounts and any resulting gain or loss is included in property charges and other in the accompanying Consolidated
Statements of Operations.

Capitalized Interest

The interest cost associated with major development and construction projects, and interest cost associated with equity
method investments incurred during the investee’s initial development period, is capitalized and included in the cost of the
project or investment in unconsolidated affiliate balance. Interest capitalization ceases once a project is substantially complete
or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as
being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project
using the weighted average cost of the Company’s outstanding borrowings. Interest of $5.8 million was capitalized for the year
ended December 31, 2023. No interest was capitalized for the years ended December 31, 2022 and 2021.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and
intangible assets acquired and the liabilities assumed. Goodwill is not amortized, but rather is subject to an annual impairment
test.

The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate
that this asset may be impaired. The Company’s test of goodwill impairment starts with a qualitative assessment to determine
whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of
the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is
performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the
estimated fair value exceeds its carrying amount, goodwill is considered not to be impaired and no additional steps are
necessary. However, if the fair value of the reporting unit is less than its carrying amount, goodwill impairment is recorded
equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount
of goodwill.

Intangible Assets other than Goodwill

The Company’s intangible assets other than goodwill consist primarily of finite-lived intangible assets, including its
Macau gaming concession and Massachusetts gaming license. Finite-lived intangible assets are amortized over the shorter of
their contractual terms or estimated useful lives. The Company’s indefinite-lived intangible assets are not amortized, but are
reviewed for impairment annually.

Long-Lived Assets

Long-lived assets, which are to be held and used, including finite-lived intangible assets and property and equipment, are
periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying
value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future
cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the
carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment
is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow
model. If an asset is still under development, future cash flows include remaining construction costs.

Leases

Lessee Arrangements

The Company is the lessee under non-cancelable real estate and equipment leases. The Company determines if an
arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for
consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the
economic benefits from the use of the asset and the right to direct the use of the asset.

Finance and operating lease assets and liabilities are measured and recorded upon lease commencement at the present
value of the future minimum lease payments. The Company combines lease and nonlease components in its determination of
minimum lease payments, except for certain asset classes that have significant nonlease components. As the interest rate
implicit in its leases is not readily determinable, the Company uses its incremental borrowing rate as the discount rate to
determine the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain
that such option will be exercised. The Company’s triple-net operating lease related to Encore Boston Harbor contains a
renewal period at the Company’s option, which is not considered to be reasonably certain of being exercised. Many of the
Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. A lessee is
required to classify a lease as a finance lease if, among other factors, 1) the term is for the major part of the remaining
economic life of the underlying asset or 2) the present value of the sum of the lease payments equals or exceeds substantially
all of the fair value of the underlying asset. For operating leases, lease expense for minimum lease payments is recognized on a
straight-line basis over the expected lease term. For finance leases, the Company records depreciation of the lease asset on a
straight-line basis over the shorter of the lease term or useful life of the lease asset, and the lease liability accretes interest
using the discount rate determined at lease commencement. The Company does not record an asset or liability for leases with a
term of less than one year. Variable lease costs generally arise from changes in an index, such as the consumer price index.
Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities.

For sale-leaseback arrangements, such as the EBH Transaction, the Company is required to determine whether the
transaction qualifies as a sale, which includes assessing whether a contract exists and if so, whether control has passed to the
counterparty in the contract. Control indicators include, but are not limited to, whether the entity has a present right to payment
for the asset, whether the customer has legal title to the asset, whether the entity has transferred physical possession of the
asset, whether the customer has significant risks and rewards of ownership of the asset, and whether the customer has accepted
the asset. If it is determined that a sale has occurred, the Company recognizes an operating or finance lease based on the
factors outline in the preceding paragraph. A finance lease would preclude sale accounting.

Lessor Arrangements

The Company is the lessor under non-cancelable operating leases for retail and food and beverage outlet space at its
integrated resorts, which represents approximately 102,000, 63,000, 187,000, and 39,000 square feet of space at Wynn Palace,
Wynn Macau, Wynn Las Vegas, and Encore Boston Harbor, respectively. The lease arrangements generally include minimum
base rent and contingent rental clauses based on a percentage of net sales. Generally, the terms of the leases range between five
and 10 years. The Company records revenue on a straight-line basis over the term of the lease, and recognizes revenue for
contingent rentals when the contingency has been resolved. The Company has elected to combine lease and nonlease
components for the purpose of measuring lease revenue.

Investments in Unconsolidated Affiliate

The Company accounts for its investment in Island 3 AMI FZ-LLC, an unconsolidated affiliate which is currently
constructing Wynn Al Marjan Island, using the equity method. Under the equity method, the investment’s carrying value is
adjusted for the Company’s share of the investee’s earnings and losses, capital contributions to and distributions from this
company, and capitalization of interest cost incurred by the Company during the investee’s initial development period. As of
December 31, 2023 and 2022, the Company had investments in unconsolidated affiliate of $90.9 million and $39.9 million,
respectively, recorded in noncurrent other assets in the accompanying Consolidated Balance Sheets.

The Company classifies operating income and losses as well as gains and impairments related to its investment in
unconsolidated affiliate as a component of Operating income (loss) within the Company’s accompanying Consolidated
Statements of Operations, and classifies non-operating income or losses related to its investments in unconsolidated affiliates
as a component of Other income (expense) within the Company’s accompanying Consolidated Statements of Operations, as
the Company’s investments in unconsolidated affiliate are an extension of the Company’s core business operations. The
Company recognized a loss on investments in unconsolidated affiliate of $2.4 million and $0.3 million during the years ended
December 31, 2023 and 2022, respectively, recorded in Pre-opening within the Company’s accompanying Consolidated
Statements of Operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt Issuance Costs

Direct and incremental costs and original issue discounts and premiums incurred in connection with the issuance of long-
term debt are deferred and amortized to interest expense using the effective interest method or, if the amounts approximate the
effective interest method, on a straight-line basis. Debt issuance costs incurred in connection with the issuance of the
Company’s revolving credit facilities are presented in noncurrent other assets on the Consolidated Balance Sheets. All other
debt issuance costs are presented as a direct reduction of long-term debt on the Consolidated Balance Sheets. Approximately
$39.5 million, $29.4 million, and $27.0 million was amortized to interest expense during the years ended December 31, 2023,
2022, and 2021, respectively.

Derivative Financial Instruments

The Company has an interest rate collar to manage interest rate exposure on its Retail Term Loan (as defined in Note 7,
“Long-Term Debt”). The Company measures the fair value of the interest rate collar at each balance sheet date based on a
Black-Scholes option pricing model, which incorporates observable market inputs such as market volatility and interest rates.
The fair value of the interest rate collar is recognized as an asset or liability at each balance sheet date, with changes in fair
value recorded in earnings as the Company’s interest rate collar does not qualify for hedge accounting. The fair value
approximates the amount the Company would pay if the interest rate collar was settled at the respective valuation date.

See Note 8, “WML Convertible Bond Conversion Option Derivative” for accounting policy disclosures relating to the

WML Convertible Bond Conversion Option Derivative (as defined therein).

Revenue Recognition

The Company’s revenue from contracts with customers primarily consists of casino wagers and sales of rooms, food and

beverage, entertainment, retail and other goods and services.

Gross casino revenues are measured by the aggregate net difference between gaming wins and losses. The Company
applies a practical expedient by accounting for its casino wagering transactions on a portfolio basis versus an individual basis
as all wagers have similar characteristics. Commissions rebated to customers either directly or indirectly through games
promoters and cash discounts and other cash incentives earned by customers are recorded as a reduction of casino revenues. In
addition to the wager, casino transactions typically include performance obligations related to complimentary goods or
services provided to incentivize future gaming or in exchange for points earned under the Company’s loyalty programs.

For casino transactions that include complimentary goods or services provided by the Company to incentivize future
gaming, the Company allocates the standalone selling price of each good or service to the appropriate revenue type based on
the good or service provided. Complimentary goods or services that are provided under the Company’s control and discretion
and supplied by third parties are recorded as an operating expense.

The Company offers loyalty programs at each of its resorts. Customers earn points based on their level of table games and
slots play, which can be redeemed for slots free play, gifts and complimentary goods or services provided by the Company.
For casino transactions that include points earned under the Company’s loyalty programs, the Company defers a portion of the
revenue by recording the estimated standalone selling price of the earned points that are expected to be redeemed as a liability.

Upon redemption of the points for Company-owned goods or services, the standalone selling price of each good or
service is allocated to the appropriate revenue type based on the good or service provided. Upon the redemption of points with
third parties, the redemption amount is deducted from the liability and paid directly to the third party with any difference
between the amount paid and the stand-alone selling price recorded as Entertainment, retail and other revenue in the
accompanying Consolidated Statements of Operations.

After allocating amounts to the complimentary goods or services provided and to the points earned under the Company’s

loyalty programs, the residual amount is recorded as casino revenue when the wager is settled.

The transaction price for rooms, food and beverage, entertainment, retail and other transactions is the net amount
collected from the customer for such goods and services and is recorded as revenue when the goods are provided, services are

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

performed or events are held. Sales tax and other applicable taxes collected by the Company are excluded from revenues.
Advance deposits on rooms and advance ticket sales are performance obligations that are recorded as customer deposits until
services are provided to the customer. Revenues from contracts with multiple goods or services are allocated to each good or
service based on its relative standalone selling price. As previously noted, Entertainment, retail and other revenue also includes
lease revenue, which is recognized in accordance with the relevant accounting principles.

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to
applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Consolidated
Statements of Operations. These taxes totaled $1.57 billion, $526.3 million, and $830.4 million for the years ended
December 31, 2023, 2022, and 2021, respectively.

Advertising Costs

The cost of advertising is expensed as incurred, and totaled $112.6 million, $148.6 million, and $250.6 million for the

years ended December 31, 2023, 2022, and 2021, respectively.

Pre-opening Expenses

Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and
are expensed as incurred. During the year ended December 31, 2023, the Company incurred pre-opening expenses primarily in
connection with the launch of sports betting operations in Massachusetts. During the year ended December 31, 2022, the
Company incurred pre-opening expenses primarily in connection with reconfiguring the theater space at Wynn Las Vegas to
host an exclusive theatrical production, Awakening. During the year ended December 31, 2021, the Company incurred
pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations.

Income Taxes

The Company is subject to income taxes in the U.S. and foreign jurisdictions where it operates. Accounting standards
require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax
consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect
of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results
of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax
benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.

The Company’s income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax
authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations
based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition
threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards
utilize a two-step approach for evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely
than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be
realized upon settlement.

As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the

provision for income taxes.

Foreign Currency

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying
Consolidated Statements of Operations. Balance sheet accounts are translated at the exchange rate in effect at each balance
sheet date and income statement accounts are translated at the average rate of exchange prevailing during the year. Translation
adjustments resulting from this process are charged or credited to other comprehensive loss.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity or other
comprehensive income (loss). Components of the Company’s comprehensive income (loss) are reported in the accompanying
Consolidated Statements of Stockholders’ Deficit and Consolidated Statements of Comprehensive Income (Loss).

Fair Value Measurements

The Company measures certain of its financial assets and liabilities, at fair value on a recurring basis pursuant to
accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards
establish a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:

• Level 1 - Observable inputs such as quoted prices in active markets.

• Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable.

• Level 3 - Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting standards, which require the
compensation cost relating to share-based payment transactions be recognized in the Company’s Consolidated Statements of
Operations. The cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes
option pricing model for stock options, based on the estimated fair value of the award using the Monte Carlo simulation
approach for performance share units, and based on the closing share price of the Company’s stock on the grant date for
nonvested share awards. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the
grant. Expected volatility is based on implied and historical factors related to the Company’s common stock. The risk-free
interest rate used for each period presented is based on the U.S. Treasury yield curve for stock options issued under the Wynn
Resorts Omnibus Plan and Wynn Interactive Omnibus Plan (as defined and discussed in Note 13, “Stock-Based
Compensation”) and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in
Note 13, “Stock-Based Compensation”), both at the time of grant for the period equal to the expected term. Expected term
represents the weighted average time between the option’s grant date and its exercise date. The Company uses historical award
exercise activity and termination activity in estimating the expected term for the Omnibus Plan and Share Option Plan. The
cost is recognized as an expense on a straight-line basis over the employee’s requisite service period (the vesting period of the
award), and forfeitures are recognized as they occur. The Company’s stock-based employee compensation arrangements are
more fully discussed in Note 13, “Stock-Based Compensation.”

Recently Issued Accounting Standards

The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have
been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the
filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a
material effect on the Company’s financial position, results of operations and cash flows.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 - Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):

Cash and cash equivalents:

Cash (1)

Cash equivalents (2)

Total cash and cash equivalents

Restricted cash (3)

Total cash, cash equivalents and restricted cash

December 31,

2023

2022

1,076,474

1,699,583

1,802,712

2,879,186

90,226

1,950,857

3,650,440

132,550

2,969,412

3,782,990

(1) Cash consists of cash on hand and bank deposits.
(2) Cash equivalents consist of bank time deposits and money market funds.
(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance
with WML’s share award plan, and as of December 31, 2023 and 2022 includes $87.0 million and $124.5 million, respectively, in the form of a first
demand bank guarantee in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations through the term of the Gaming
Concession Contract (as defined in Note 6, “Goodwill and Intangible Assets, net”).

The following table disclose the supplemental cash flow disclosures of the Company (in thousands):

Cash paid for interest, net of amounts capitalized

Capitalized stock-based compensation

Cash paid for income taxes

Finance lease liabilities arising from obtaining finance lease assets

Liability settled with shares of common stock

Accounts and construction payables related to property and equipment

Other liabilities related to intangible assets (1)

Dividends payable on unvested restricted stock included in other accrued

Year Ended December 31,

2023

688,350

5,268

10,310

8,842

6,639

60,313

209,410

2022

618,395

3,246

5,290

5,906

9,287

64,861

4,220

2021

581,650

5,058

1,749

7,423

6,272

52,647

5,417

liabilities

1,846
(1) For the year ended December 31, 2023, included $206.5 million related to the Macau gaming premium in connection with the Gaming Concession

229

685

Contract. See Note 6, “Goodwill and Intangible Assets, net” for further information.

Note 4 - Receivables, net

Receivables, net consisted of the following (in thousands):

Casino

Hotel

Other

Less: allowance for credit losses

December 31,

2023

2022

218,694

171,893

54,596

108,497

381,787

(40,075)
341,712

35,654

87,328

294,875

(78,842)
216,033

As of December 31, 2023 and 2022, approximately 68.2% and 57.6%, respectively, of the Company’s markers were due
from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant
events in the countries in which the Company’s customers reside could affect the collectability of such receivables.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s allowance for casino credit losses was 15.9% and 43.2% of gross casino receivables as of December 31,
2023 and 2022, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated
amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its
hotel and other receivables is not material.

The following table shows the movement in the Company’s allowance for credit losses recognized for receivables that

occurred during the period (in thousands):

Balance at beginning of year
Provision for credit losses

Write-offs

Recoveries of receivables previously written-off

Effect of exchange rate

Balance at end of period

Note 5 - Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

Buildings and improvements

Land and improvements

Furniture, fixtures and equipment

Airplanes

Construction in progress

Less: accumulated depreciation

December 31,

2023

2022

78,842
(3,964)

(47,611)

12,897

(89)

111,319
(7,295)

(30,100)

4,987

(69)

40,075

78,842

December 31,

2023

2022

8,459,085

8,363,427

1,228,652

3,311,478

110,623

162,592

1,195,717

3,165,659

110,623

112,034

13,272,430

12,947,460

(6,583,951)

(6,051,400)

6,688,479

6,896,060

As of December 31, 2023 and 2022, construction in progress consisted primarily of costs capitalized for various capital

enhancements at the Company’s properties.

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $625.0 million, $652.1 million, and

$685.7 million, respectively.

Encore Boston Harbor Real Estate Sale

Upon closing of the EBH Transaction in December 2022, the Company received cash proceeds of approximately
$1.70 billion in exchange for the sale of certain real estate assets associated with Encore Boston Harbor. In connection with the
sale, the Company recognized a gain of $182.0 million in the fourth quarter of 2022.

Macau Operations Property Transfer Agreements

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real
Estate Company Limited (“Palo”), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the “Property
Transfer Agreements”) with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas
and gaming equipment of the Company’s Macau Operations to the Macau government without compensation on December 31,
2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the
Gaming Concession Contract through December 31, 2032. In exchange for the use of such assets, Wynn Macau SA has agreed
to pay the Macau government an annual amount of MOP53.1 million (approximately $6.6 million) during each of the years
ending December 31, 2023, 2024, and 2025, and an annual amount of MOP177.0 million (approximately $22.0 million) during
each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment
in each year based on the average price index in Macau. As the Company expects to continue to operate the casino areas and
gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the
economic benefits, and bear all of the risks arising from the use of these assets, and believes it will be awarded a new
concession upon the expiration of the Gaming Concession Contract, the Company will continue to recognize the casino areas
and gaming equipment as property and equipment over their remaining estimated useful lives. Pursuant to the Gaming
Concession Contract, Wynn Macau SA will revert to the Macau government the casino areas and gaming equipment, without
compensation and free of encumbrance, upon the rescission or termination of the gaming concession on December 31, 2032.

Note 6 - Goodwill and Intangible Assets, net

Goodwill and intangible assets, net consisted of the following (in thousands):

Finite-lived intangible assets:

Macau gaming concession

Less: accumulated amortization

Massachusetts gaming license

Less: accumulated amortization

Other finite-lived intangible assets

Less: accumulated amortization

December 31,

2023

2022

209,199

48,304

(20,920)

188,279

117,700

(35,484)

82,216

50,154

(17,801)

32,353

(48,304)

—

117,700

(27,638)

90,062

65,194

(8,920)

56,274

Total finite-lived intangible assets

302,848

146,336

Indefinite-lived intangible assets:

Water rights and other

Total indefinite-lived intangible assets

Goodwill:

Balance at beginning of year

Foreign currency translation

Impairment

Balance end of period

8,397

90,520

—

(72,057)

18,463

129,738

(1,457)

(37,761)

90,520

Total goodwill and intangible assets, net

329,708

245,253

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Massachusetts Finite-Lived Intangible Assets

The Massachusetts gaming license is a finite-lived intangible asset that is being amortized over the 15 year life of the
license. The Company expects that amortization of the Massachusetts gaming license will be $7.8 million each year from 2024
through 2033, and $3.7 million in 2034.

Wynn Interactive Goodwill and Finite-Lived Intangible Assets

Other finite-lived intangible assets primarily consist of market access fees and gaming license fees. Market access fees
relate to fees paid to gaming operators and other strategic partners that are approved or pending regulatory approval by a
state’s regulator to operate online casino wagering and online sports betting in certain jurisdictions. The Company amortizes
market access fees over their stated contractual term, which is typically ten years. The Company expects that amortization of
Other intangible assets will be $6.0 million in 2024, $3.7 million in 2025, $3.0 million each year in 2026, 2027 and 2028, and
$9.3 million thereafter.

During the year ended December 31, 2023, as a result of the Company’s decision to cease operating Wynn Interactive’s
online sports betting and iGaming platform in certain jurisdictions announced in August 2023, the Company identified interim
indicators of impairment related to the goodwill assigned to the WynnBET reporting unit within the Wynn Interactive
reportable segment. As a result, the Company performed an impairment test and determined that the carrying value of its
goodwill exceeded the estimated fair value of that reporting unit based on a combination of the income and cost approaches,
causing the Company to recognize a goodwill impairment loss of $72.1 million. As of December 31, 2023, the Company had
no remaining goodwill recorded related to the acquisition of BetBull Limited (“BetBull”), a subsidiary of Wynn Interactive.
The Company also recognized impairment of other finite-lived intangible assets related to Wynn Interactive’s closed
operations totaling $22.4 million during the year ended December 31, 2023.

During the year ended December 31, 2022, as a result of changes in forecasts and other industry-specific factors and
management’s decision to cease the operations of Betbull Limited (“BetBull”), a subsidiary of Wynn Interactive, the Company
recognized impairment of goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively. In
November 2021, Wynn Resorts announced the termination of a previously announced agreement and plan of merger which
contemplated the combination of Wynn Interactive and a special purpose acquisition company. The Company concluded that
the termination of the agreement constituted a potential indicator of impairment, and as a result of revisiting its estimated fair
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.

Macau Gaming Concession

In December 2022, Wynn Resorts (Macau) S.A. (“Wynn Macau SA”), an indirect subsidiary of Wynn Resorts, Limited,
entered into a definitive gaming concession contract (the “Gaming Concession Contract”) with the Macau government,
pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring
on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau. Under the terms of the Gaming
Concession Contract, Wynn Macau SA is required to pay the Macau government an annual gaming premium consisting of a
fixed and a variable portion. The fixed portion of the premium is composed of an annual amount equal to MOP30.0 million
(approximately $3.7 million). The variable portion is composed of an annual amount equal to MOP300,000 (approximately
$37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players,
MOP150,000 (approximately $19 thousand) per gaming table that is not reserved exclusively to particular games or players,
and MOP1,000 (approximately $124) per gaming machine, including slot machines, operated by Wynn Macau SA. The
amount of the variable portion of the premium cannot be less than the amount that would result from the permanent operation
of 500 gaming tables and 1,000 gaming machines, i.e. MOP76.0 million (approximately $9.4 million).

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo entered
into the Property Transfer Agreements (as defined in Note 5, “Property and Equipment, net”). Under the Property Transfer
Agreements, Wynn Macau SA has agreed to make annual payments to the Macau government of MOP53.1 million
(approximately $6.6 million) during each of the years ending December 31, 2024 and 2025, and an annual payment of
MOP177.0 million (approximately $22.0 million) during each of the remaining years of the term of the Gaming Concession
Contract through December 31, 2032, subject to adjustment in each year based on the average price index in Macau.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP1.68 billion
(approximately $208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the
unconditional obligation to make payments under the Gaming Concession Contract. This intangible asset comprises the
contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described
Property Transfer Agreements. The contractually obligated annual variable premium payments associated with the intangible
asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently
approved to operate by the Macau government. In the accompanying consolidated balance sheets, the noncurrent portion of the
financial liability is included in “Other long-term liabilities” and the current portion is included in “Other accrued liabilities.”
The intangible asset is being amortized on a straight-line basis over the 10-year term of the Gaming Concession Contract. The
Company expects that amortization of the Macau Gaming Concession will be $20.9 million each year from 2024 to 2032.

Note 7 - Long-Term Debt

Long-term debt consisted of the following (in thousands):

Macau Related:

WM Cayman II Revolver, due 2025 (1)

WML 4 7/8% Senior Notes, due 2024

WML 5 1/2% Senior Notes, due 2026

WML 5 1/2% Senior Notes, due 2027

WML 5 5/8% Senior Notes, due 2028

WML 5 1/8% Senior Notes, due 2029

WML 4 1/2% Convertible Bonds, due 2029 (2)

U.S. and Corporate Related:

WRF Credit Facilities (3):

WRF Term Loan, due 2024

WRF Term Loan, due 2027

WLV 4 1/4% Senior Notes, due 2023

WLV 5 1/2% Senior Notes, due 2025

WLV 5 1/4% Senior Notes, due 2027

WRF 7 3/4% Senior Notes, due 2025

WRF 5 1/8% Senior Notes, due 2029

WRF 7 1/8% Senior Notes, due 2031

Retail Term Loan, due 2025 (4)

WML Convertible Bond Conversion Option Derivative

Less: Unamortized debt issuance costs and original issue discounts and premium, net

Less: Current portion of long-term debt

Total long-term debt, net of current portion

December 31,

2023

2022

1,497,610

1,500,473

600,000

1,000,000

750,000

1,350,000

1,000,000

600,000

73,683

730,692

—

1,380,001

880,000

—

750,000

600,000

615,000

600,000

1,000,000

750,000

1,350,000

1,000,000

—

837,500

—

500,000

1,780,000

880,000

600,000

750,000

—

615,000

11,826,986

12,162,973

73,744

(162,393)

—

(46,114)

11,738,337

12,116,859

(709,593)

(547,543)

11,028,744

11,569,316

(1) As of December 31, 2023, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate (“Term SOFR”)
plus a credit adjustment spread of 0.10% or HIBOR, in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage
ratio on a consolidated basis. Approximately $312.5 million and $1.19 billion of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus
1.975% per year and HIBOR plus 1.875% per year, respectively. As of December 31, 2023 and 2022, the weighted average interest rate was
approximately 7.20% and 7.30%, respectively. As of December 31, 2023, the WM Cayman II Revolver was fully drawn.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(2) As of December 31, 2023, the net carrying amount of the WML Convertible Bonds was $479.5 million, with unamortized debt discount and debt issuance
costs of $120.5 million. The Company recorded contractual interest expense of $22.1 million and amortization of discounts and issuance costs of
$14.2 million during the year ended December 31, 2023.

(3) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85% per year. As of December 31, 2023 and 2022, the weighted average interest
rate was approximately 7.21% and 6.14%, respectively. Additionally, as of December 31, 2023, the available borrowing capacity under the WRF
Revolver was $736.5 million, net of $13.5 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate (“SOFR”) plus 1.80% per year. As of

December 31, 2023 and 2022, the effective interest rate was 5.47% and 5.45%, respectively.

Macau Related Debt

WM Cayman II Revolver

On September 16, 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower
(“WM Cayman II”) and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement
with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the “Facility Agreement”),
pursuant to which the lenders will make available in an aggregate amount of $1.50 billion equivalent revolving unsecured
credit facility consisting of a U.S. dollar tranche in an amount of $312.5 million (“Facility A”) and a Hong Kong dollar tranche
(“Facility B”) in an amount of HK$9.26 billion (approximately $1.19 billion) to WM Cayman II (the “WM Cayman II
Revolver”). WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $1.00 billion
equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

Due to the global phase out of London Interbank Offered Rate (“LIBOR”), on June 27, 2023, WM Cayman II, as
borrower and WML, as guarantor, entered into an Amended and Restated Facility Agreement with Bank of China Limited,
Macau Branch, as agent for the syndicate of lenders (as amended and restated, the “Amended and Restated Facility
Agreement”), to transition the base rate applicable to loans denominated in U.S. dollars provided under WM Cayman II
Revolver from LIBOR to Term SOFR. The new Term SOFR base rate became effective July 4, 2023.

Pursuant to the Amended and Restated Facility Agreement, loans provided under Facility A bear interest at a variable rate
per annum equal to: (a) Term SOFR, plus a credit adjustment spread of 0.10% (subject to a minimum floor of 0.00%), plus
(b) a margin of 1.875% to 2.875% based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as
calculated pursuant to the Amended and Restated Facility Agreement), and loans provided under Facility B bear interest at a
variable rate per annum equal to: (i) the Hong Kong Interbank Offered Rate, plus (ii) a margin of 1.875% to 2.875% based on
the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated
Facility Agreement).

The final maturity of all outstanding loans under the WM Cayman II Revolver is September 16, 2025, by which time any
outstanding borrowings from the WM Cayman II Revolver must be repaid. WML, as guarantor, may be subject to certain
restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied
through the Facility Agreement.

WML Convertible Bonds

On March 7, 2023, WML completed an offering (the “Offering”) of $600 million 4.50% convertible bonds due 2029 (the
“WML Convertible Bonds”). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the “Trust
Deed”), between WML and DB Trustees (Hong Kong) Limited, as trustee. WML, DB Trustees (Hong Kong) Limited, as
trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust
Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the
WML Convertible Bonds. The net proceeds from the Offering, after deduction of commissions and other related expenses,
were $585.9 million. WML intends to use the net proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at
the rate of 4.50% per annum, payable semi-annually in arrears on March 7 and September 7 of each year. At any time on or
after April 17, 2023, the WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary
shares of WML, each with a nominal value of HK$0.001 per share (“Ordinary Shares”), at the initial conversion price of

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon compliance with the terms and
conditions of the WML Convertible Bonds (the “Terms and Conditions,” and such right, the “Conversion Right”). The
conversion price is at the fixed exchange rate of HK$7.8497 per $1.00, subject to standard adjustments for certain dilutive
events as described in the Terms and Conditions. WML has the option upon conversion by a bondholder to pay an amount of
cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s
WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but
excluding, the date fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and
Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the
occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period
equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the
alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less
than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the
Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving
notice to the bondholders in accordance with the Terms and Conditions. The WML Convertible Bonds constitute direct,
unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of WML and rank pari passu
and without any preference or priority among themselves. The Ordinary Shares to be issued upon exercise of Conversion Right
will be fully-paid and will in all respects rank pari passu with the fully-paid Ordinary Shares in issue on the relevant
registration date set forth in the Terms and Conditions.

The Trust Deed contains covenants limiting WML’s and all of its subsidiaries’ ability to, among other things, create,
permit to subsist or arise or have outstanding any mortgage, charge, pledge, lien or other encumbrance or certain security
interest; consolidate or merge with or into another company; and sell, assign, transfer, convey or otherwise dispose of all or
substantially all of its and its subsidiaries’ properties or assets, with certain exceptions. The Trust Deed also contains
customary events of default.

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be
bifurcated from the debt host contract and accounted for as a free-standing derivative (the “WML Convertible Bond
Conversion Option Derivative”). In accordance with applicable accounting standards, the WML Convertible Bond Conversion
Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the
statements of operations. For more information, see “Note 8 - WML Convertible Bond Conversion Option Derivative.” As a
result, the Company recognized a debt discount of $123.5 million within Long-term debt, representing the estimated fair value
of the holders’ conversion option upon completion of the Offering. The debt discount will be amortized to interest expense
over the term of the WML Convertible Bonds using the effective interest method. As of December 31, 2023, the estimated fair
value of the WML Convertible Bond Conversion Option Derivative was a liability of $73.7 million, recorded within Long-
term debt within the accompanying Consolidated Balance Sheet.

WML Senior Notes

WML’s 4 7/8% Senior Notes due 2024, 5 1/2% Senior Notes due 2026, 5 1/2% Senior Notes due 2027, 5 5/8% Senior
Notes due 2028, and 5 1/8% Senior Notes due 2029 (collectively, the “WML Senior Notes”) bear interest at each of their
respective interest rates and interest is payable semi-annually. The WML Senior Notes are WML’s general unsecured
obligations and rank pari passu in right of payment with all of WML’s existing and future senior unsecured indebtedness, will
rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s future
secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all
existing and future obligations of WML’s subsidiaries, including the WM Cayman II Revolver. The WML Senior Notes are
not registered under the Securities Act of 1933, as amended (the “Securities Act”) and the WML Notes are subject to
restrictions on transferability and resale.

The WML Senior Notes were issued pursuant to indentures between WML and Deutsche Bank Trust Company Americas,
as trustee (the “WML Senior Notes Indentures”). The WML Senior Notes Indentures contain covenants limiting WML’s (and

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

certain of its subsidiaries’) ability to, among other things: merge or consolidate with another company; transfer or sell all or
substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The WML Senior Notes
Indentures also contain customary events of default. In the case of an event of default arising from certain events of
bankruptcy or insolvency, all WML Senior Notes then outstanding will become due and payable immediately without further
action or notice.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming
concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to
at the date on which each of the WML Senior Notes are issued, for a period of 10 consecutive days or more, and such event
has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such
concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder
of the WML Senior Notes will have the right to require WML to repurchase all or any part of such holder’s WML Senior
Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest. If WML
undergoes a Change of Control (as defined in the WML Senior Notes Indentures), it must offer to repurchase the WML Senior
Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest.

U.S. and Corporate Related Debt

WRF Credit Facilities

During 2019, WRF entered into a credit agreement (the “WRF Credit Agreement”) providing for a first lien term loan
facility in an aggregate principal amount of $1.00 billion (the “WRF Term Loan”) and a first lien revolving credit facility in an
aggregate principal amount of $850.0 million (the “WRF Revolver” and together with the WRF Term Loan, the “WRF Credit
Facilities”). WRF used the net proceeds from the WRF Term Loan and the 2029 WRF Senior Notes (as defined below) to
refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses.

Subject to certain exceptions, the WRF Credit Facilities bear interest at LIBOR plus 1.75% per annum. The annual fee
required to pay for unborrowed amounts under the WRF Revolver, if any, is 0.25% per annum. The Company is required to
make quarterly repayments on the WRF Term Loan of $12.5 million, with any remaining principal amount outstanding
repayable in full on September 20, 2024.

The WRF Credit Agreement contains customary representations and warranties, events of default and negative and
affirmative covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any
direct or indirect subsidiaries, to incur and/or repay indebtedness, to make certain restricted payments, and to enter into
mergers and acquisitions, negative pledges, liens, transactions with affiliates, and sales of assets. In addition, WRF is subject
to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the WRF Credit
Agreement. The Consolidated Senior Secured Net Leverage Ratio is not to exceed 3.75 to 1.00.

The WRF Credit Facilities are guaranteed by each of WRF’s existing and future wholly owned domestic restricted
subsidiaries (the “Guarantors”), subject to certain exceptions, and are secured by a first priority lien on substantially all of
WRF’s and each of the guarantors’ existing and future property and assets, subject to certain exceptions, including a limitation
on the amount of collateral granted by Wynn Las Vegas, LLC (“WLV”) and its subsidiaries so as to not violate the indenture
governing WLV’s outstanding senior notes.

On April 10, 2020 and November 27, 2020, the WRF Credit Agreement was amended to, among other things, implement
a financial covenant relief period (the “Financial Covenant Relief Period”) through April 1, 2022 and implement a financial
covenant increase period (the “Financial Covenant Increase Period”) commencing on the first day after the expiration of the
Financial Covenant Relief Period and ending on the first day of the fourth fiscal quarter after the expiration of the Financial
Covenant Relief Period, unless earlier terminated by WRF. During the Financial Covenant Relief Period, the existing
consolidated first lien net leverage ratio financial covenant was replaced with a minimum liquidity financial covenant that
required WRF and its restricted subsidiaries to maintain liquidity of at least $325.0 million at all times (with liquidity being the
sum of unrestricted operating cash, as defined in the WRF Credit Agreement, and the available borrowing capacity under the
WRF Revolver). WRF terminated the Financial Covenant Relief Period during the first quarter of 2022. Following the
termination of the Financial Covenant Relief Period, WRF may not permit the consolidated first lien net leverage ratio as of
the last day of any fiscal quarter to exceed 3.75 to 1.00.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In May 2023, WRF and certain of its subsidiaries entered into an amendment (the “WRF Credit Facility Agreement
Amendment”) to its existing credit agreement among Deutsche Bank AG New York Branch, as administrative agent and
collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment amends the WRF Credit Facility Agreement to: (i) transition the
benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of
revolving commitments under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million,
(iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to
approximately $681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for
lenders electing to extend their term loan commitments in an amount equal to approximately $749.4 million from
September 20, 2024 to September 20, 2027. Lenders who elected not to extend their revolving commitments in an amount
equal to approximately $68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who
elected not to extend their term loan commitments in an amount equal to approximately $75.6 million will remain subject to a
stated maturity date of September 20, 2024. In connection with the WRF Credit Facility Agreement Amendment, the
Company recognized a loss on debt financing transactions of $1.2 million within the accompanying Consolidated Statements
of Operations, and the Company recorded debt issuance costs of $5.1 million, within the Consolidated Balance Sheet.

WRF Senior Notes

During 2020 and 2019, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the “WRF Issuers”),
each an indirect wholly owned subsidiary of the Company, issued $600.0 million aggregate principal amount of 7 3/4% Senior
Notes due 2025 (the “2025 WRF Senior Notes”) and $750.0 million aggregate principal amount of 5 1/8% Senior Notes due
2029 (the “2029 WRF Senior Notes”).

In February 2023, the WRF Issuers issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031
(the “2031 WRF Senior Notes”) pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and the
Trustee, in a private offering. The 2031 WRF Senior Notes were issued at par, for proceeds of $596.2 million, net of
$3.8 million of related fees and expenses. Also on February 16, 2023, the WRF Issuers completed a cash tender offer for any
and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid tenders with
respect to $506.4 million and paid a tender premium of $12.4 million. The Company used a portion of the net proceeds from
the offering of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and
expenses.

In April 2023, WRF repurchased all of the outstanding 2025 WRF Senior Notes using the remaining net proceeds from
the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938% of the principal amount plus
accrued interest under the terms of its indenture.

In connection with the issuance of the 2031 WRF Senior Notes and purchase of the 2025 WRF Senior Notes, the
Company recognized a loss on debt financing transactions of $10.6 million within the accompanying Consolidated Statements
of Operations, and the Company recorded debt issuance costs of $11.4 million within the accompanying Consolidated Balance
Sheet.

In February 2024, the WRF Issuers issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior
Notes due 2031 (the “2031 WRF Add-On Senior Notes” and collectively with the 2031 Senior Notes and 2029 Senior Notes,
the “WRF Senior Notes”) pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16,
2023. The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.0% of the principal amount, for net proceeds
of approximately $409 million. The Company used the net proceeds from the offering of the 2031 WRF Add-On Senior Notes
and cash held by Wynn Resorts to repurchase $678.0 million of the outstanding principal amount of the 2025 WLV Senior
Notes (see definition below) and to pay related fees and expenses.

The WRF Senior Notes were issued pursuant to indentures (the “WRF Indentures”) among the WRF Issuers, the
guarantors party thereto, and U.S. Bank National Association, as trustee (the “Trustee”). The WRF Senior Notes bear interest
at each of their respective interest rates and interest is payable semi-annually.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The WRF Senior Notes are the WRF Issuers’ senior unsecured obligations and rank pari passu in right of payment with
the WLV Senior Notes (as defined below), and rank equally in right of payment with Wynn Las Vegas’ guarantee of the WRF
Credit Facilities, and rank senior in right of payment to all of the WRF Issuers’ existing and future subordinated debt. The
WRF Senior Notes are effectively subordinated in right of payment to all of the WRF Issuers’ existing and future secured debt
(to the extent of the value of the collateral securing such debt), and structurally subordinated to all of the liabilities of any of
the WRF Issuers’ subsidiaries that do not guarantee the WRF Senior Notes, including WML and its subsidiaries.

The WRF Senior Notes are jointly and severally guaranteed by each of WRF’s existing domestic restricted subsidiaries
that guarantee indebtedness under the WRF Credit Agreement, including Wynn Las Vegas, LLC and each of its subsidiaries
that guarantees the WLV Senior Notes. The guarantees are senior unsecured obligations of the Guarantors and rank senior in
right of payment to all of their future subordinated debt. The guarantees rank equally in right of payment with all existing and
future liabilities of the Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of
such Guarantors’ existing and future secured debt (to the extent of the collateral securing such debt).

The WRF Indentures contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other
things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or
substantially all of the WRF Issuers’ assets. These covenants are subject to exceptions and qualifications set forth in the WRF
Indentures. The WRF Indentures also contain customary events of default, including, but not limited to, failure to make
required payments, failure to comply with certain covenants, certain events of bankruptcy and insolvency, and failure to pay
certain judgments.

The WRF Senior Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities
Act. The WRF Senior Notes have not been and will not be registered under the Securities Act or under any state securities
laws. Therefore, the WRF Senior Notes may not be offered or sold within the United States to, or for the account or benefit of,
any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and
applicable state securities laws.

WLV Senior Notes

Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (“Capital Corp.” and together with Wynn Las Vegas, LLC,
the “Issuers”) issued $500.0 million 4 1/4% Senior Notes due 2023 (the “2023 WLV Senior Notes”), $1.80 billion 5 1/2%
Senior Notes due 2025 (the “2025 WLV Senior Notes”), and $900.0 million 5 1/4% Senior Notes due 2027 (the 2027 WLV
Senior Notes) pursuant to indentures, dated as of May 22, 2013 (the “2023 Indenture”), February 18, 2015 (the “2025
Indenture”), and May 11, 2017 (the “2027 Indenture”), respectively, among the Issuers, the Guarantors (as defined below) and
the Trustee.

In March 2023, the Company repurchased all of its outstanding 2023 WLV Senior Notes, representing an aggregate
principal amount of $500.0 million, using cash held by WRF, at a price equal to 100% of the principal amount plus accrued
interest under the terms of its indenture. In connection with the repurchase, the Company recognized a loss on debt financing
transaction of $1.0 million within the accompanying Consolidated Statements of Operations.

In August 2023, Wynn Las Vegas repurchased $400.0 million aggregate principal amount of its 2025 WLV Senior Notes,
at a price equal to 94% of the principal amount, plus accrued interest and an early tender premium of $20.0 million to the
holders of validly tendered 2025 WLV Senior Notes. WRF used cash held by Wynn Resorts to purchase such tendered 2025
WLV Senior Notes and to pay the tender premium and related fees and expenses. In connection with the completion of the
tender, the Company recognized a gain on debt financing transaction of $2.9 million within the accompanying Consolidated
Statements of Operations.

In February 2024, Wynn Las Vegas repurchased $678.0 million aggregate principal amount of its 2025 WLV Senior
Notes, at a price equal to 97.2% of the principal amount, plus accrued interest and an early tender premium of $20.3 million to
the holders of validly tendered 2025 WLV Senior Notes. The Company used the net proceeds from the 2031 WRF Add-On
Senior Notes and cash held by Wynn Resorts, to purchase such validly tendered 2025 WLV Senior Notes and to pay the tender
premium and related fees and expenses.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2025 WLV Senior Notes and 2027 WLV Senior Notes are collectively referred to as the “WLV Senior Notes.” The

2025 Indenture and 2027 Indenture are collectively referred to as the “WLV Indentures.”

The WLV Senior Notes are the WLV Issuers’ senior unsecured obligations and each rank pari passu in right of payment.
The WLV Senior Notes are unsecured, except by the first priority pledge by Wynn Las Vegas Holdings, LLC (“WLVH”), a
direct wholly owned subsidiary of Wynn Resorts Finance, LLC, of its equity interests in Wynn Las Vegas, LLC. If Wynn
Resorts receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the WLV
Senior Notes will be released.

The WLV Senior Notes are jointly and severally guaranteed by all of the Issuers’ subsidiaries, other than Capital Corp.,
which was a co-issuer. The guarantees are senior unsecured obligations of the guarantors and rank senior in right of payment
to all of their existing and future subordinated debt. The guarantees rank equally in right of payment with all existing and
future liabilities of the guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of
such guarantors’ existing and future secured debt (to the extent of the collateral securing such debt).

The WLV Indentures contain covenants limiting the WLV Issuers’ and the guarantors’ ability to create liens on assets to
secure debt; enter into sale-leaseback transactions; and merge or consolidate with another company. These covenants are
subject to a number of important and significant limitations, qualifications and exceptions.

Events of default under the WLV Indentures include, among others, the following: default for 30 days in the payment of
interest when due on the WLV Senior Notes; default in payment of the principal or premium, if any, when due on the WLV
Senior Notes; failure to comply with certain covenants in the WLV Indentures; and certain events of bankruptcy or insolvency. In
the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the WLV Issuers or any
guarantor, all WLV Senior Notes then outstanding will become due and payable immediately without further action or notice.

In 2018, Wynn Resorts purchased $20.0 million principal amount of each of the 2025 WLV Senior Notes and 2027 WLV
Senior Notes through open market purchases, for a total of $40.0 million. As of December 31, 2023, Wynn Resorts holds this
debt and has not contributed it to its wholly owned subsidiary, Wynn Las Vegas, LLC.

The WLV Issuers and certain of their subsidiaries will guarantee and secure their obligation under the WRF Credit
Facilities with liens on substantially all of their assets, with such liens limiting the amount of such obligations secured to 15%
of their total assets.

The WLV Senior Notes were offered pursuant to an exemption under the Securities Act only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act. The WLV Senior Notes have not been and will not be registered
under the Securities Act or under any state securities laws. Therefore, the WLV Senior Notes may not be offered or sold within
the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a
registration exemption from the Securities Act and applicable state securities laws.

Retail Term Loan

In 2018, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the “Retail
Borrowers”), subsidiaries of the Retail Joint Venture, entered into a term loan agreement (together with its subsequent
amendments, the “Retail Term Loan Agreement”). On June 2, 2023, the Borrowers entered into an amendment effective as of
July 3, 2023, which amended the Retail Term Loan Agreement to transition the benchmark interest rate applicable to the
secured loan in an aggregate principal amount of $615.0 million issued to the Borrowers thereunder from LIBOR to SOFR and
to make related conforming changes to the Retail Term Loan Agreement.

The Retail Term Loan Agreement provides for a term loan facility to the Retail Borrowers of $615.0 million (the “Retail
Term Loan”). The Retail Term Loan is secured by substantially all of the assets of the Retail Borrowers. The Retail Term Loan
matures on July 24, 2025 and bears interest at a rate of SOFR plus an adjustment of 0.10% plus 1.70% per annum. The Retail
Borrowers distributed approximately $589 million of the net proceeds of the Retail Term Loan to their members on a
proportionate basis to each member’s ownership percentage. The Retail Borrowers may prepay the Retail Term Loan, in whole or
in part, at any time with no premium above the principal amount. In accordance with the Retail Term Loan Second Amendment,
the Retail Borrowers entered into an interest rate collar agreement with a SOFR floor of 1.00% and a ceiling of 3.67%.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Retail Term Loan Agreement contains customary representations and warranties, events of default and affirmative
and negative covenants for debt facilities of this type, including, among other things, limitations on leasing matters, incurrence
of indebtedness, distributions and transactions with affiliates. The Retail Term Loan Agreement also provides for customary
sweeps of the Retail Borrowers’ excess cash in the event of a default or in the event the Retail Borrowers fail to maintain
certain financial ratios as defined in the Retail Term Loan Agreement. In addition, the Company will indemnify the lenders
under the Retail Term Loan and be liable, in each case, for certain customary environmental and non-recourse carve out
matters pursuant to a hazardous materials indemnity agreement and a recourse indemnity agreement, each entered into
concurrently with the execution of the Retail Term Loan Agreement.

In accordance with the terms of the Retail Term Loan Agreement, the Retail Borrowers entered into an interest rate collar
with a notional value of $615.0 million, the underlying reference rate of which was transitioned from LIBOR to SOFR
concurrently with the Retail Term Loan. The interest rate collar establishes a range whereby the Retail Borrowers will pay the
counterparty if one-month SOFR falls below the established floor rate of 1.00%, and the counterparty will pay the Retail
Borrowers if one-month SOFR exceeds the ceiling rate of 3.67%. The interest rate collar settles monthly through the
termination date in August 2024. No payments or receipts are exchanged on interest rate collar contracts unless interest rates
rise above or fall below the pre-determined ceiling or floor rate, respectively. The Company measures the fair value of the
interest rate collar at each balance sheet date based on a Black-Scholes option pricing model, which incorporates observable
market inputs such as market volatility and interest rates, with changes in fair value recorded in earnings. As of December 31,
2023, the fair value of the interest rate collar was an asset of $5.8 million, recorded in Prepaid expenses and other in the
accompanying Consolidated Balance Sheets. As of December 31, 2022, the fair value of the interest rate collar was a liability
of $10.4 million, of which $6.7 million was recorded in Prepaid expenses and other, and $3.7 million was recorded in Other
assets in the accompanying Consolidated Balance Sheets.

Debt Covenant Compliance

As of December 31, 2023, management believes the Company was in compliance with all debt covenants.

Scheduled Maturities of Long-Term Debt

Scheduled maturities of long-term debt as of December 31, 2023 were as follows (in thousands):

Years Ending December 31,
2024

2025

2026

2027

2028

Thereafter

WML Convertible Bond Conversion Option Derivative

Unamortized debt issuance costs and original issue discounts and premium, net

711,154

3,530,083

1,037,471

2,248,278

1,350,000

2,950,000

11,826,986

73,744

(162,393)

$ 11,738,337

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of December 31, 2023 and 2022, was approximately
$11.49 billion and $11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue
discount and premium, of $11.83 billion, and $12.16 billion, respectively. The estimated fair value of the Company’s long-
term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 8 - WML Convertible Bond Conversion Option Derivative

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of
other exchanges required by the contract in a manner similar to a derivative instrument. Embedded derivatives are required to
be bifurcated and accounted for separately from the host contract and carried at fair value when: (a) the embedded derivative
possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract;
and (b) a separate, freestanding instrument with the same terms would qualify as a derivative instrument. The Company
determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML’s equity and, as
such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative. In accordance
with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value
as of the end of each reporting period, with changes recognized in the statements of operations.

The following table sets forth the inputs to the lattice models that were used to value the embedded derivative:

WML stock price

Estimated volatility

Risk-free interest rate

Expected term (years)

Dividend yield

December 31,
2023

March 2, 2023
(Pricing date)

HK$

6.43

HK$

8.08

34.0%

3.3%

5.2

0.0%

26.0%

4.2%

6.0

0.0%

In connection with the completion of the Offering on March 7, 2023, the Company recognized a debt discount and a
corresponding liability for the embedded derivative, based on an estimated fair value of $123.5 million. The debt discount will
be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of
December 31, 2023, the estimated fair value of the embedded derivative was a liability of $73.7 million, recorded within
Long-term debt within the accompanying Consolidated Balance Sheet. In connection with the change in fair value, the
Company recorded a gain of $49.7 million within Change in derivatives fair value in the accompanying Consolidated
Statements of Operations for the year ended December 31, 2023.

Note 9 - Stockholders’ Deficit

Equity Repurchase Program

In April 2016, the Company’s board of directors authorized an equity repurchase program of up to $1.00 billion, which
may include repurchases by the Company of its common stock from time to time through open market purchases, privately
negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934,
as amended. During the year ended December 31, 2023, the Company repurchased 2,206,573 shares of its common stock at an
average price of $88.61 per share for an aggregate cost of $195.5 million under the equity repurchase program. During the year
ended December 31, 2022, repurchased 2,956,331 shares of its common stock at an average price of $57.95 per share for an
aggregate cost of $171.3 million under the equity repurchase program. As of December 31, 2023, the Company had
$433.4 million in repurchase authority remaining under the program.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dividends

The Company paid a cash dividend of $0.25 per share in each of the quarters ended June 30, 2023, September 30, 2023
and December 31, 2023 and recorded $28.5 million, $28.2 million and $28.4 million respectively, against accumulated deficit.
No dividends were paid during the years ended December 31, 2022 and 2021.

On February 7, 2024, the Company declared a cash dividend of $0.25 per share, payable on February 29, 2024 to

stockholders of record as of February 20, 2024.

Noncontrolling Interests

Wynn Macau, Limited

In October 2009, WML, the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares
of common stock on The Stock Exchange of Hong Kong Limited through an initial public offering. The Company currently
owns approximately 72% of this subsidiary’s common stock. The shares of WML were not and will not be registered under the
Securities Act and may not be offered or sold in the United States absent a registration under the Securities Act, or an
applicable exception from such registration requirements.

WML Securities Lending Agreement

In connection with the WML Convertible Bonds Offering, WM Cayman Holdings I Limited (“WM Cayman I”), a wholly
owned subsidiary of the Company and holder of our approximate 72% ownership interest in WML, entered into a stock
borrowing and lending agreement with Goldman Sachs International (the “WML Stock Borrower”) on March 2, 2023 (as
amended on March 30, 2023, the “Securities Lending Agreement”), pursuant to which WM Cayman I has agreed to lend to the
WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions
in the Securities Lending Agreement. WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML
Stock Borrower no less than five business days’ notice. The Securities Lending Agreement terminates on the date on which the
WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier. On March 6, 2023, the WML
Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and on April 3, 2023
returned 280,000,000 of such shares to WM Cayman I. As of the date of this report, the WML Stock Borrower held
179,774,985 WML shares under the Securities Lending Agreement.

Retail Joint Venture

During the years ended December 31, 2023, 2022 and 2021, the Retail Joint Venture made aggregate distributions of
$22.6 million, $27.7 million and $18.8 million, respectively, to its non-controlling interest holder. For more information on the
Retail Joint Venture, see Note 19, “Retail Joint Venture.”

During the year ended December 31, 2022, in exchange for cash consideration of $50.0 million, the Company sold to
Crown Acquisitions Inc. a 49.9% interest in certain additional retail space contributed by the Company to the Retail Joint
Venture. In connection with this transaction, the Company recorded $48.6 million of additional paid-in capital and
$1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Consolidated
Statement of Stockholders’ Deficit for the year ended December 31, 2022.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 10 - Fair Value Measurements

The following tables present assets and liabilities carried at fair value (in thousands):

Fair Value Measurements Using:

Quoted
Market
Prices in
Active
Markets
(Level 1)

December 31,
2023

Other
Observable
Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

1,802,712

90,226

550,000

5,769

—

2,170

—

1,802,712

88,056

550,000

5,769

—

Assets:

Cash equivalents

Restricted cash

Fixed deposits

Interest rate collar

Liabilities:

WML Convertible Bond Conversion Option Derivative

(see Note 8)

73,744

—

73,744

Fair Value Measurements Using:

Quoted
Market
Prices in
Active
Markets
(Level 1)

December 31,
2022

Other
Observable
Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

1,950,857

132,550

10,408

490,683

6,891

—

1,460,174

125,659

10,408

—

Assets:

Cash equivalents

Restricted cash

Interest rate collar

Note 11 - Benefit Plans

Defined Contribution Plans

The Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S.
non-union employees in July 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income
through contributions to this plan. The Company matches 50% of employee contributions, up to 6% of employees’ eligible
compensation. During the years ended December 31, 2023, 2022 and 2021, the Company recorded matching contribution
expenses of $10.2 million, $8.7 million, and $8.0 million contributions, respectively.

Wynn Macau SA also operates a defined contribution retirement benefit plan (the “Wynn Macau Plan”). Eligible
employees are allowed to contribute 5% of their base salary to the Wynn Macau Plan and the Company matches any
contributions. On July 1, 2019, the Company offered the option for the eligible Macau resident employees to join the
non-mandatory central provident fund (the “CPF”) system. Eligible Macau resident employees joining the Company from
July 1, 2019 onwards have the option of enrolling in the CPF system while the Company’s existing Macau resident employees
who are currently members of the Wynn Macau Plan will be provided with the option of joining the CPF system or staying in
the existing Wynn Macau Plan, which will continue to be in effect in parallel. The CPF system allows eligible employees to
contribute 5% or more of their base salary to the CPF while the Company matches with a 5% of such salary as employer’s
contribution to the CPF. The Company’s matching contributions vest to the employee at 10% per year with full vesting in ten
years. The assets of the Wynn Macau Plan and the CPF are held separately from those of the Company in independently
administered funds and overseen by the Macau government. Forfeitures of unvested contributions are used to reduce the
Company’s liability for its contributions payable. During the years ended December 31, 2023, 2022 and 2021, the Company
recorded matching contribution expenses of $16.3 million, $17.0 million, and $17.2 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Multi-Employer Pension Plans

Wynn Las Vegas, LLC contributes to a multi-employer defined benefit pension plan for certain of its union employees
under the terms of the collective-bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union,
Local 165, which expires November 30, 2028. The legal name of the multi-employer pension plan is the Southern Nevada
Culinary and Bartenders Pension Plan (the “Plan”) (EIN: 88-6016617 Plan Number: 1). The Company recorded expenses of
$15.8 million, $13.5 million, and $9.8 million for contributions to the Plan for the years ended December 31, 2023, 2022 and
2021, respectively. For the 2022 plan year, the most recent for which plan data is available, the Company’s contributions were
identified by the Plan to exceed 5% of total contributions for that year. Based on information the Company received from the
Plan, it was certified to be in neither endangered nor critical status for the 2022 plan year. Wynn Las Vegas, LLC contributes
to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the collective
bargaining agreement with the International Brotherhood of Teamsters, Local 986, which expires July 21, 2024. The legal
name of the multi-employer pension plan is the Western Conference of Teamsters Pension Trust Fund (the “Fund”) (EIN:
91-6145047 Plan Numbers: 217718, 217830). The Company recorded expenses of $0.2 million for contributions to the Fund
for the year ended December 31, 2023.

Beginning as of January 1, 2024, Encore Boston Harbor contributes to multi-employer defined benefit pension plans for
certain of its union employees under the terms of the collective-bargaining agreement with UNITE HERE Local 26 affiliated
with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which
expires on August 31, 2026. The legal names of the multi-employer pension plans are the UNITE HERE! Workers and
Hospitality Employers Variable Defined Benefit Pension Fund (the “UNITE Plan”) (EIN: 45-4227067 Plan Number: 026) and
the New England Teamsters Pension Fund (the “Teamsters Plan”) (EIN: 04-6372430 Plan Number: 001). Based on
information the Company received from the UNITE Plan, it was certified to be in neither endangered nor critical status for
2022. Based on information the Company received from the Teamsters Plan, it is in critical and declining status for 2024 as
defined in the Pension Protection Act of 2006, and as amended by the Multiemployer Pension Reform Act of 2014.

Risks of participating in a multi-employer plan differ from single-employer plans for the following reasons: (1) assets
contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating
employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by
the remaining participating employers; (3) if a participating employer stops participating, it may be required to pay those plans
an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and (4) if the plan is terminated by
withdrawal of all employers and if the value of the nonforfeitable benefits exceeds plan assets and withdrawal liability
payments, employers are required by law to make up the insufficient difference.

Note 12 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash

and the Company recording revenue for providing services or holding events.

The Company’s primary liabilities associated with customer contracts are as follows (in thousands):

Casino outstanding chips and front money
deposits (1)

Advance room deposits and ticket sales (2)

Other gaming-related liabilities (3)

Loyalty program and related liabilities (4)

December 31,
2023

December 31,
2022

Increase/
(Decrease)

December 31,
2022

December 31,
2021

Increase/
(Decrease)

433,269 $

390,531 $

42,738 $

390,531 $

352,830 $

37,701

89,640

24,964

85,019

31,265

4,621

(6,301)

85,019

31,265

55,438

26,515

31,106
578,979 $

35,083
541,898 $

(3,977)
37,081 $

35,083
541,898 $

34,695
469,478 $

29,581

4,750

388
72,420

(1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money
deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Consolidated Balance
Sheets and may be recognized as revenue or redeemed for cash in the future.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included
in customer deposits on the Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The
deposits are expected to primarily be recognized as revenue within one year.

(3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for

future sporting events. The amounts are included in other accrued liabilities on the Consolidated Balance Sheets.

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are
included in other accrued liabilities on the Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by
customers.

Note 13 - Stock-Based Compensation

The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections

describe each of these plans.

Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the “WRL Omnibus Plan”)

On May 16, 2014, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted
for a period of 10 years. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units,
stock appreciation rights, performance awards, and other share-based awards to eligible participants. The Company reserved
4,409,390 shares of its common stock for issuance under the WRL Omnibus Plan. On June 25, 2020, the Company’s
shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by
1,500,000 shares, for an aggregate number of shares authorized for issuance to 5,909,390 shares.

As of December 31, 2023, the Company had 1,585,472 shares of its common stock available for grant as share-based

awards under the WRL Omnibus Plan.

Wynn Macau, Limited Share Option and Share Award Plans

The Company’s majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based
on shares of WML’s common stock. The shares available for issuance under these plans are separate and distinct from the
common stock of Wynn Resorts’ share plan and are not available for issuance for any awards under the Wynn Resorts share
plan. The maximum number of shares which may be issued pursuant to WML’s stock-based compensation plans is a combined
aggregate of 523,843,160 shares. As of December 31, 2023, there were 521,567,160 shares available for issuance under
WML’s stock-based compensation plans.

WML Share Option Plan (“WML Share Option Plan”)

WML adopted the WML Share Option Plan on May 25, 2023 to supersede its share option plan adopted on May 30,
2019. The WML share option plan allows for the grant of stock options to purchase shares of WML to eligible directors and
employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share
Option Plan is administered by WML’s board of directors, which has the discretion on the vesting and service requirements,
exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits. The WML Share
Option Plan was adopted for a period of 10 years commencing from May 25, 2023.

WML Employee Share Ownership Scheme (the “WML Share Award Plan”)

WML adopted the WML Share Award Plan on May 25, 2023 to supersede its employee ownership scheme adopted on
June 30, 2014. The Share Award Plan allows for the grant of nonvested shares of WML’s common stock to eligible directors
and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML
Share Award Plan was adopted for a period of 10 years commencing from May 25, 2023.

Wynn Interactive Ltd. 2020 Omnibus Incentive Plan (the “WIL Omnibus Plan”)

On October 23, 2020, the Wynn Interactive board of directors adopted the WIL Omnibus Plan. The WIL Omnibus Plan,
which is administered by the Wynn Interactive board of directors, allows for an aggregate number of shares totaling 101,419
for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other
share-based awards to eligible participants. As of December 31, 2023, there were 30,984 shares available to grant under the
WIL Omnibus Plan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock Options

The summary of stock option activity for the year ended December 31, 2023 is presented below:

WRL Omnibus Plan
Outstanding as of January 1, 2023
Granted
Exercised
Forfeited or expired
Outstanding as of December 31, 2023

Fully vested and expected to vest as of December 31, 2023

Exercisable as of December 31, 2023

WML Share Option Plan
Outstanding as of January 1, 2023
Granted
Exercised
Forfeited or expired
Outstanding as of December 31, 2023

Fully vested and expected to vest as of December 31, 2023

Exercisable as of December 31, 2023

WIL Omnibus Plan
Outstanding as of January 1, 2023
Granted
Exercised
Forfeited or expired
Outstanding as of December 31, 2023

Fully vested and expected to vest as of December 31, 2023

Exercisable as of December 31, 2023

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic
Value

$
$
$
$
$

61.14
—
60.89
—
61.48

61.48

1.68
0.76
—
3.18
1.52

1.52

1.96

878.27
—
—
489.23
111.35

111.35

113.49

1.48

710,776

6.85

5.45

$ 1,367,352

210,563

6.98

6.95

—

Options

56,269
—
(32,284)
—
23,985

23,985

33,003,400
5,017,000
—
(800,000)
37,220,400

37,220,400

19,288,200

79,883
—
—
(12,145)
67,738

67,738

59,525

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is provided for stock options under the Company’s stock-based compensation plans (in thousands, except

weighted average grant date fair value):

WRL Omnibus Plan (1)
Weighted average grant date fair value

WML Share Option Plan (2)
Weighted average grant date fair value
Intrinsic value of stock options exercised
Cash received from the exercise of stock options

Year Ended December 31,

2023

2022

2021

—

18.56

—

0.25
—
—

$
$
$

0.26
—
—

$
$
$

0.26
—
—

$
$
$

WIL Omnibus Plan (3)
Weighted average grant date fair value
Intrinsic value of stock options exercised
(1) As of December 31, 2023, there was no unamortized compensation expense related to stock options.
(2) As of December 31, 2023, there was $5.0 million of unamortized compensation expense related to stock options, which is expected to be recognized over

159.51
—

35.36
1,241

—
—

$
$

a weighted average period of 3.18 years.

(3) As of December 31, 2023, there was $1.6 million of unamortized compensation expense related to stock options, which is expected to be recognized over

a weighted average period of 0.97 years.

Option Valuation Inputs

The fair value of stock options granted under the WRL Omnibus Plan was estimated on the date of grant using the

following weighted average assumption:

Expected dividend yield

Expected volatility

Risk-free interest rate

Expected term (years)

Year Ended December 31,

2023

2022

2021

— %

—

— %

56.9 %

2.7 %

1.8

— %

—

The fair value of stock options granted under WML’s Share Option Plan was estimated on the date of grant using the

following weighted average assumptions:

Expected dividend yield

Expected volatility

Risk-free interest rate

Expected term (years)

Year Ended December 31,

2023

2022

2021

5.7 %

53.8 %

3.6 %

6.5

1.3 %

45.7 %

3.2 %

6.5

2.9 %

46.4 %

1.1 %

6.5

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The fair value of stock options granted under the WIL Omnibus Plan was estimated on the date of grant using the

following weighted average assumptions:

Expected dividend yield

Expected volatility

Risk-free interest rate

Expected term (years)

Nonvested and performance nonvested shares

Year Ended December 31,

2023

— %

—

2022

— %

47.5 %

2.93 %

5.1

2021

— %

50.0 %

0.60 %

6.3

The summary of nonvested and performance nonvested share activity under the Company’s stock-based compensation

plans for the year ended December 31, 2023 is presented below:

WRL Omnibus Plan

Nonvested as of January 1, 2023

Granted

Vested

Forfeited

Nonvested as of December 31, 2023

WML Share Award Plan

Nonvested as of January 1, 2023

Granted

Vested

Forfeited

Nonvested as of December 31, 2023

WIL Omnibus Plan

Nonvested as of January 1, 2023

Granted

Vested

Forfeited
Nonvested as of December 31, 2023

Weighted
Average
Grant Date
Fair Value

93.18

94.13

88.24

89.31

96.62

0.97

1.08

1.44

1.07

0.92

37.20

—

37.07

37.31
36.95

838,471

727,522

(565,079) $

(23,256) $

977,658

20,318,446

6,908,870

(3,746,630) $

(1,148,880) $

22,331,806

10,886

—

(1,854) $

(6,822) $
$
2,210

Certain members of the executive management team receive grants of nonvested share awards that are subject to service
and performance conditions. Generally, these awards vest if certain fair share metrics (as approved by the Company’s
Compensation Committee of the Board of Directors) are attained over a one-, two-, or three-year performance period. The
Company records expense for these awards if it determines that vesting is probable. At December 31, 2023, all performance
nonvested awards were deemed to be probable of vesting; however, none of the performance criteria contingencies have been
resolved. The activity for these performance nonvested shares is included in the table above.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is provided for the share awards under the Company’s stock-based compensation plans (in thousands,

except weighted average grant date fair value):

WRL Omnibus Plan

Weighted average grant date fair value

Fair value of shares vested

WML Share Award Plan

Weighted average grant date fair value

Fair value of shares vested

Year Ended December 31,

2023

2022

2021

94.13

56,689

1.08

3,941

62.34

52,965

0.62

20,547

108.68

41,133

1.56

4,771

As of December 31, 2023, there was $55.8 million of unamortized compensation expense related to nonvested shares
under the WRL Omnibus Plan, which is expected to be recognized over a weighted average period of 2.24 years. As of
December 31, 2023, there was $12.5 million of unamortized compensation expense under the WML Share Award Plan, which
is expected to be recognized over a weighted average period of 2.51 years.

Performance Share Units (“PSUs”)

Certain members of the Wynn Resorts executive management team receive grants of PSUs that are subject to service and
market conditions. Each PSU represents the right to receive between 0 and 1.6 shares of Wynn Resorts common stock
depending on the performance of the common stock over a three-year period. The summary of PSU activity during the year
ended December 31, 2023 is provided below:

Nonvested as of January 1, 2023

Granted

Vested

Forfeited

Nonvested as of December 31, 2023

Weighted
Average
Grant Date
Fair Value

—

121.70

—

121.70

Units

—

24,910

—

24,910

The fair value of PSUs granted under the WRL Omnibus Plan during the year ended December 31, 2023 was estimated

on the date of grant using a risk-free rate of 3.80% and expected volatility of 55.0%.

Annual Incentive Bonus

Certain members of the Company’s management team receive a portion of their annual incentive bonus in shares of the
Company’s stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus
is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service
period. The Company recorded stock-based compensation expense associated with these awards of $8.0 million, $6.6 million
and $9.3 million for each of the years ended December 31, 2023, 2022 and 2021, respectively. The Company settled its
obligations for the 2023, 2022, and 2021 annual incentive bonuses by issuing 84,130, 67,320, and 108,224 of vested shares
with a weighted-average grant date fair value of $95.26, $98.61, and $85.80, in January of the respective following year.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Compensation Cost

The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):

Casino

Rooms

Food and beverage

Entertainment, retail and other (1)

General and administrative

Total stock-based compensation expense

Total stock-based compensation capitalized

2023

Year Ended December 31,
2022

2021

2,163

12,401

800

1,636

8,230

51,686

64,515

5,268

1,252

2,417

10,964

40,593

67,627

3,246

13,899

1,525

3,264

19,978

56,572

95,238

5,058

Total stock-based compensation costs

69,783

70,873

100,296

(1) In 2021, reflects compensation cost of $2.7 million recognized in connection with the vesting of restricted stock performance awards.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized income tax benefits in the
Consolidated Statements of Operations of $10.0 million, $9.3 million, and $14.9 million, respectively, related to stock-based
compensation expense. Additionally, during the years ended December 31, 2023, 2022, and 2021, the Company realized tax
benefits of $7.5 million, $8.9 million, and $8.0 million, respectively, related to stock option exercises and restricted stock
vesting that occurred in those years.

Note 14 - Income Taxes

Consolidated income (loss) before taxes for United States (“U.S.”) and foreign operations consisted of the following (in

thousands):

United States

Foreign

Total

Year Ended December 31,

2023

2022

2021

142,775

142,608

285,383

339,513

(1,039,549)

(264,323)

(747,193)

(700,036) $

(1,011,516)

The income tax provision (benefit) attributable to income before income taxes is as follows (in thousands):

2023

December 31,

2022

2021

Current

U.S. Federal

U.S. State

Foreign

Total

Deferred

U.S. Federal

U.S. State

Foreign
Total

(248) $

825

6,337

(194)

5,895

(483,786)

(20,310)

1,367
(502,729)

2,882

2,510

6,217

1,450

1,674

(9)
3,115

Total income tax provision (benefit)

(496,834)

9,332

—

2,746

(176)

(20)

(2,076)
(2,272)

474

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The reconciliation of the U.S. federal statutory tax rate to the actual tax rate is as follows:

U.S. Federal statutory rate

State tax

Foreign tax credits, net of valuation allowance

Non-taxable foreign income

Foreign tax rate differential

Valuation allowance, other

Other, net

Effective income tax rate

December 31,

2023

2022

2021

21.0 %

(2.8)%

(139.8)%

(9.6)%

0.4 %

(43.8)%

0.5 %

(174.1)%

21.0%

0.3 %

12.5 %

(5.7)%

(17.0)%

(3.1)%

(9.3)%

(1.3)%

21.0 %

1.6 %

0.7 %

(3.0)%

(9.4)%

(6.8)%

(4.1)%

— %

In 2024, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits from
January 1, 2023 through December 31, 2027. For the year ended December 31, 2022, the Company did not have any casino
gaming profits exempt from the Macau Complementary Tax. For the year ended December 31, 2023, the Company was
exempt from the payment of Macau Complementary Tax totaling $77.4 million or $0.69 per diluted share. The Company’s
non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau
special gaming tax and other levies in accordance with its concession agreement.

Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely
than not; otherwise, a valuation allowance is applied. During the years ended December 31, 2023 and 2022, the aggregate
valuation allowance for deferred tax assets decreased $1.10 billion and $64.1 million, respectively. The 2023 decrease is
primarily related to the release of valuation allowance on foreign tax credits (“FTCs”) and certain deferred tax assets as a
result of achieving sustained profitability in the U.S. The 2022 decrease is primarily related to utilization of FTCs and
expiration of NOL carryforwards.

The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested
restricted stock and accrued dividends of $2.3 million, $0.7 million, and $1.9 million for the years ended December 31, 2023,
2022, and 2021, respectively, in excess of the amounts reported for such items as compensation costs under accounting
standards related to stock-based compensation.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the

following (in thousands):

Deferred tax assets—U.S.:

Foreign tax credit carryforwards

Disallowed interest expense carryforward

Net operating loss carryforward

Lease liability

Property and equipment

Receivables, inventories, accrued liabilities and other

Stock-based compensation

Other tax credit carryforwards

Intangibles and related other

Other

Less: valuation allowance

Deferred tax liabilities—U.S.:

Leased asset

Prepaid insurance, maintenance and taxes

Property and equipment

Other

Deferred tax assets—Foreign:

Net operating loss carryforwards

Property and equipment

Other

Less: valuation allowance

Deferred tax liabilities—Foreign:

Property and equipment

December 31,

2023

2022

1,244,149

1,917,822

156,224

160,778

371,032

50,903

21,854

9,984

19,813

41,914

—

164,676

107,407

366,519

15,220

16,610

8,332

11,289

25,423

5,849

2,076,651

2,639,147

(1,172,982)

(2,253,912)

903,669

385,235

(371,032)

(16,186)

—

(15,584)

(402,802)

78,842

87,849

3,275

169,966

(167,599)

2,367

(366,519)

(14,138)

(194)

(7,612)

(388,463)

109,114

74,439

3,688

187,241

(183,290)

3,951

(2,357)

(2,628)

Net deferred tax asset (liability)

500,877

(1,905)

As of December 31, 2023, the Company had FTC carryforwards (net of uncertain tax positions) of $1.2 billion. Of this
amount, $710.7 million will expire in 2024, $47.2 million in 2025, and $486.2 million in 2027. The Company has a disallowed
interest carryforward of $682.3 million which does not expire. As of December 31, 2023, the Company had U.S. federal and
state tax loss carryforwards of $624.6 million. As of December 31, 2022, the Company had U.S. federal and state tax loss
carryforwards of $417.3 million. U.S. federal tax loss carryforwards do not expire. The Company incurred foreign tax losses of
$55.1 million, $424.2 million and $394.1 million during the tax years ended December 31, 2023, 2022 and 2021, respectively.
The majority of foreign tax loss carryforwards expire in 2026, 2025 and 2024, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for
a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of
the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating
profitability, forecast of future earnings, ability to carryback, the reversal of net taxable temporary differences, the duration of
statutory carryforward periods and tax planning strategies.

In 2023, the Company considered both the achievement of sustained profitability and cumulative income 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. Therefore,
the Company recorded a $1.10 billion net decrease to valuation allowances, including a $971.7 million decrease to valuation
allowance on FTC carryforwards. Of the $971.7 million decrease, $97.5 million relates to current year utilization and
$572.6 million relates to expirations of FTCs in 2023. The remaining $301.6 million represents FTCs more likely than not to
be realized based on future taxable income and tax planning strategies. The Company also recorded a $158.0 million decrease
in valuation allowance on disallowed interest expense carryforward. The need for valuation allowances against deferred tax
assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based
on changes in facts and circumstances.

The Company relied solely on the reversal of net taxable temporary differences in assessing the need for a valuation

allowance in the year ended December 31, 2022.

As of December 31, 2023 and 2022, the Company had valuation allowances provided on its deferred tax assets as follows

(in thousands):

Foreign tax credits

Disallowed interest expense carryforwards

Intangible assets

U.S. loss carryforwards

Other U.S. deferred tax assets

Foreign loss carryforwards

Other foreign deferred tax assets

Total

December 31,

2023

2022

941,249

1,912,955

—

46,084

160,778

24,872

80,569

87,029

157,990

27,164

107,407

48,396

109,283

74,007

1,340,581

2,437,202

The Company had the following activity for unrecognized tax benefits as follows (in thousands):

December 31,

2023

2022

2021

Balance at beginning of period

135,979

141,515

107,661

Increases based on tax positions of the current year

Increases based on tax positions of prior years

Reductions based on tax positions of prior years

Reductions due to lapse in statutes of limitations

15,818

—

(16,126)

12,068

—

(2,637)

(14,967)

14,079

66,043

(35,633)

(10,635)

Balance at end of period

135,671

135,979

141,515

As of December 31, 2023, 2022 and 2021, unrecognized tax benefits of $135.7 million, $135.9 million and
$141.5 million, respectively, were recorded as reductions in deferred income taxes, net. The Company had no unrecognized
tax benefits recorded in other long-term liabilities as of December 31, 2023, 2022 and 2021.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2023, 2022 and 2021, $69.0 million, $69.0 million and $74.3 million, respectively, of unrecognized

tax benefits would, if recognized, impact the effective tax rate.

The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes.

During each of the years ended December 31, 2023, 2022 and 2021, the Company recognized no interest and penalties.

The Company anticipates that the 2019 statute of limitations will expire in the next 12 months for certain foreign tax
jurisdictions. Also, the Company’s unrecognized tax benefits include certain income tax accounting methods, which govern
the timing and deductibility of income tax deductions. As a result, the Company’s unrecognized tax benefits could decrease up
to $1.5 million over the next 12 months.

The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The
Company’s income tax returns are subject to examination by the IRS and other tax authorities in the locations where it
operates. The Company’s 2002 to 2019 domestic income tax returns remain subject to examination by the IRS to the extent tax
attributes carryforward to future years. The Company’s 2020 to 2022 domestic income tax returns also remain subject to
examination by the IRS. The Company’s 2019 to 2022 Macau income tax returns remain subject to examination by the
Financial Services Bureau.

The Company has participated in the IRS Compliance Assurance Program (“CAP”) for the 2012 through 2023 tax years

and will continue to participate in the IRS CAP for the 2024 tax year.

On December 31, 2023, 2022 and 2021, the statute of limitations for the 2018, 2017, and 2016 Macau Complementary tax
return expired, respectively. As a result of the expiration of the statute of limitations for the Macau Complementary Tax return,
the total amount of unrecognized tax benefits decreased by $16.1 million, $15.0 million, and $10.6 million, respectively.

Note 15 - Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted
average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss)
attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible
Bonds occurred as of the date of their issuance under the if-converted method, by the weighted average number of common
shares outstanding during the period increased to include the number of additional shares of common stock that would have
been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive. Potentially
dilutive securities include outstanding stock options and unvested restricted stock.

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS

consisted of the following (in thousands, except per share amounts):

Year Ended December 31,

2023

2022

2021

Numerator:

Net income (loss) attributable to Wynn Resorts, Limited - basic

729,994

$ (423,856) $

(755,786)

Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:

Assumed conversion of WML Convertible Bonds

(16,495)

—

Net income (loss) attributable to Wynn Resorts, Limited - diluted

713,499

$ (423,856) $

(755,786)

Denominator:

Weighted average common shares outstanding

112,523

113,623

113,760

Potential dilutive effect of stock options, nonvested, and performance
nonvested shares

Weighted average common and common equivalent shares
outstanding

332

—

112,855

113,623

113,760

Net income (loss) attributable to Wynn Resorts, Limited per common
share, basic

Net income (loss) attributable to Wynn Resorts, Limited per common
share, diluted

6.49

6.32

(3.73) $

(6.64)

(3.73) $

(6.64)

Anti-dilutive stock options, nonvested, and performance nonvested
shares excluded from the calculation of diluted net income per share

238

895

925

Note 16 - Leases

Lessee Arrangements

The following table summarizes the balance sheet classification of the Company’s lease assets and liabilities (in

thousands):

Assets

Operating leases

Finance leases

Current liabilities

Operating leases

Finance leases

Non-current liabilities

Operating leases

Finance leases

Balance Sheet Classification

2023

2022

December 31,

Operating lease assets

Property and equipment, net

Other accrued liabilities

Long-term operating lease liabilities

Other long-term liabilities

1,832,896

43,078

9,295

13,412

1,631,749

24,028

1,853,164

52,848

9,905

18,416

1,615,157

29,407

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following tables disclose the components of the Company’s lease cost, supplemental cash flow disclosures, and other

information regarding the Company’s lease arrangements (in thousands):

Lease cost:

Operating lease cost

Triple-net operating lease cost related to Encore Boston Harbor

Short-term lease cost

Amortization of leasehold interests in land

Variable lease cost

Finance lease interest cost

Total lease cost

Supplemental cash flow disclosures:

Operating lease liabilities arising from obtaining operating lease assets

Finance lease liabilities arising from obtaining finance lease assets

Cash paid for amounts included in the measurement of lease liabilities:

Cash used in operating activities - Operating leases

Cash used in financing activities - Finance leases

Year Ended December 31,

2023

2022

2021

17,173

18,321

22,878

141,722

27,468

13,666

1,868

2,363

11,773

21,060

13,728

1,081

2,131

—

16,224

13,862

911

2,216

204,260

68,094

56,091

Year Ended December 31,

2023

2022

2021

26,657

8,842

139,054

19,267

1,519,628

5,906

26,094

18,188

3,761

7,423

21,404

15,658

Year Ended December 31,

2023

2022

2021

Other information:

Weighted-average remaining lease term - Operating leases

Weighted-average remaining lease term - Finance leases

30.1 years

31.1 years

46.5 years

19.7 years

16.0 years

14.0 years

Weighted-average discount rate - Operating leases

Weighted-average discount rate - Finance leases

8.0 %

5.8 %

8.0 %

5.0 %

6.6 %

4.7 %

The following table presents an analysis of lease liability maturities as of December 31, 2023 (in thousands):

Year Ending December 31,

2024

2025

2026

2027

2028

Thereafter

Total undiscounted cash flows

Present value

Short-term lease liabilities

Long-term lease liabilities

Total lease liabilities

Interest on lease liabilities

Operating Leases

Finance Leases

142,219

15,064

142,674

142,954

145,444

146,561

3,836,365

4,556,217

9,295

1,631,749

1,641,044

2,915,173

4,348

4,016

2,551

989

61,796

88,764

13,412

24,028

37,440

51,324

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Encore Boston Harbor Lease

The Company leases the real estate assets of Encore Boston Harbor pursuant to a triple-net operating lease agreement
with an initial term of 30 years from December 2022 to November 2052, which may be renewed for one additional thirty-year
term. The lease has an initial base rent of $100 million per year, which increases at a fixed rate of 1.75% per year for the first
ten years and the greater of 1.75% or change in consumer price index, subject to a cap of 2.5%, each year for the remaining
term of the lease. In addition, certain fixed payments in lieu of taxes (“PILOT”) made on behalf of the lessor are included in
lease payments for the purpose of measuring the associated operating lease assets and liabilities.

The lease payments, inclusive of PILOT payments, are $124.1 million in 2024, $126.4 million in 2025, $128.8 million in
2026, $131.3 million in 2027, $133.7 million in 2028, and $3.43 billion thereafter. At December 31, 2023, the total liability
associated with the lease was $1.51 billion.

Ground Leases

Undeveloped Land - Las Vegas

The Company leases approximately 16 acres of undeveloped land on Las Vegas Boulevard directly across from Wynn
Las Vegas in Las Vegas, Nevada, pursuant to a lease agreement which expires in 2097. The ground lease payments, which
increase at a fixed rate over the term of the lease, are $4.0 million per year from 2024 to 2028 and total payments of
$347.8 million thereafter. As of December 31, 2023 and 2022, the liability associated with this lease was $64.8 million and
$64.3 million, respectively.

At December 31, 2023 and 2022, operating lease assets included approximately $82.5 million and $83.6 million,
respectively, related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018.
The Company expects that the amortization of this amount will be $1.1 million each year from 2024 through 2096 and
$0.7 million in 2097.

Macau Land Concessions

Wynn Palace and Wynn Macau were built on land that is leased under Macau land concession contracts each with terms
of 25 years from May 2012 and August 2004, respectively, which may be renewed with government approval for successive
10-year periods in accordance with Macau legislation. The land concession payments are expected to be $1.5 million per year
through 2028 and total payments of $8.4 million thereafter through 2037. At December 31, 2023 and 2022, the total liability
associated with these leases was $10.4 million and $13.6 million, respectively.

At December 31, 2023 and 2022, operating lease assets included $141.2 million and $154.1 million of leasehold interests
in land related to the Wynn Palace and Wynn Macau land concessions. The Company expects that the amortization associated
with these leasehold interests will be approximately $12.5 million per year from 2024 through 2028 and approximately
$9.3 million per year thereafter through 2037.

Lessor Arrangements

The following table presents the minimum and contingent operating lease income for the periods presented (in

thousands):

Minimum rental income

Contingent rental income

Total rental income

Year Ended December 31,

2023

2022

2021

131,901

96,831

228,732

126,226

62,586

188,812

104,860

97,521

202,381

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the future minimum rentals to be received under operating leases (in thousands):

Year Ending December 31,

2024

2025

2026

2027

2028

Thereafter

Total future minimum rentals

Note 17 - Related Party Transactions

Wynn Al Marjan Island Agreements

Operating Leases

135,414

120,675

87,482

69,912

42,834

65,961

522,278

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 AMI FZ-LLC entered into agreements
whereby the Company has agreed to perform certain design and development services with respect to Wynn Al Marjan Island
as well as certain related preopening services, in exchange for the reimbursement of its costs incurred in performing such
services. The Company has additionally agreed to perform management services of the Wynn Al Marjan Island integrated
resort upon its opening, expected to be in 2027. During the year ended December 31, 2023, the Company was reimbursed
$19.8 million by Island 3 AMI FZ-LLC, for reimbursable costs. No costs were reimbursed during the year ended
December 31, 2022. As of December 31, 2023 and 2022, the Company was owed $8.7 million and $5.0 million, respectively,
by Island 3 AMI FZ-LLC, for reimbursable costs recorded in “Prepaid expenses and other” in the accompanying consolidated
balance sheets.

Home Purchase

In 2022, Linda Chen, President and Executive Director of Wynn Macau SA exercised an option to purchase a home
provided by the Company for her use for no consideration, as provided by the terms of her employment agreement. Based on a
third-party appraisal as of the date of option exercise, the estimated fair value of the home was $6.4 million. The home
purchase closed during the third quarter of 2022.

Cooperation Agreement

On August 3, 2018, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elaine P.
Wynn regarding the composition of the Company’s Board of Directors and certain other matters, including, among other
things, the appointment of Mr. Philip G. Satre to the Company’s Board of Directors, standstill restrictions, releases,
non-disparagement, reimbursement of expenses and the grant of certain complimentary privileges. The term of the
Cooperation Agreement expires on the date that Mr. Satre no longer serves as Chair of the Board, unless earlier terminated
pursuant to the circumstances described in the Cooperation Agreement.

Amounts Due to Officers, Directors and Former Directors

The Company periodically provides services to certain executive officers, directors or former directors of the Company,
including the personal use of employees, construction work and other personal services, for which the officers, directors or
former directors reimburse the Company. The Company requires prepayment for any such services, which amounts are
replenished on an ongoing basis as needed. As of December 31, 2023 and 2022, these net deposit balances with the Company
were immaterial, as were the services provided.

100

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 18 - Commitments and Contingencies

Macau Gaming Concession

Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP17.73 billion
(approximately $2.20 billion) over the course of the ten-year term of the Gaming Concession Contract. MOP16.50 billion
(approximately $2.05 billion) of the committed investment will be used for non-gaming capital projects and event
programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment
performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and
maritime tourism. Wynn Macau SA agreed, as part of its commitment for its Gaming Concession Contract, to increase its
investment in non-gaming projects (original commitment of MOP16.50 billion (approximately $2.05 billion) by 20% once
market-wide gross gaming revenues reached MOP180.00 billion (approximately $22.36 billion) in any one year (the “Trigger
Event”). As market wide gross gaming revenue exceeded MOP180.00 billion (approximately $22.36 billion) in 2023, the
Trigger Event occurred at the end of 2023 and each gaming concessionaire is now required to increase its original committed
investment amount in non-gaming projects by 20%. Wynn Macau SA will comply with its further investment commitment by
investing MOP3.30 billion (approximately $409.9 million) over the course of the remaining 9 years of the Gaming Concession
Contract in non-gaming capital projects. The scope, nature and timing of the additional investment in non-gaming capital
projects will be mutually agreed between Wynn Macau SA and the Macau SAR Government in due course and according to
the terms of the Gaming Concession Contract.

Additionally, Wynn Macau SA committed to make the following payments throughout the term of the Gaming

Concession Contract:

(i) Special gaming premium - The Company is obligated to pay a special annual gaming premium if the average of the
gross gaming revenues of the Company’s gaming tables and gaming machines is lower than a certain minimum amount
determined by the Macau government. A minimum average annual gross gaming revenue of MOP7.0 million (approximately
$0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau
government. If Wynn Macau SA fails to reach such minimum gross gaming revenue, Wynn Macau SA will be required to pay
a special premium equal to the difference between the special gaming tax calculated based on the actual gross gaming revenue
and that of such minimum gross gaming revenue.

(ii) Special levies, totaling 5% of gross gaming revenues. The Macau government may reduce the special levies payable
by Wynn Macau SA (1) based on Wynn Macau SA’s contribution to the attraction of tourists who enter Macau for tourism and
business purposes and hold travel documents issued by countries or regions other than the People’s Republic of China; (2) if
Wynn Macau SA’s operations are adversely affected by abnormal, unpredictable or force majeure circumstances associated
with the prevailing economic conditions of Macau; or (3) factors as determined by the Chief Executive of Macau; and

(iii) Special gaming tax assessed at the rate of 35% of gross gaming revenues.

Wynn Al Marjan Island Funding Commitment

Employment Agreements

The Company has entered into employment agreements with several executive officers, other members of management
and certain key employees. These agreements generally have three- to five-year terms and typically indicate a base salary and
often contain provisions for discretionary bonuses. Certain of the executives are also entitled to a separation payment if
terminated without “cause” or upon voluntary termination of employment for “good reason” following a “change of control”
(as these terms are defined in the employment contracts). As of December 31, 2023, the Company was obligated to make
future payments of $97.0 million, $66.1 million, $25.1 million, $6.8 million, $2.1 million, and $2.7 million during the years
ending December 31, 2024, 2025, 2026, 2027, 2028, and thereafter, respectively.

101

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Commitments

The Company has additional commitments for open purchase orders, construction contracts, payment obligations to
communities surrounding Encore Boston Harbor, and performance and other miscellaneous contracts. As of December 31,
2023, the Company was obligated under these arrangements to make future minimum payments as follows (in thousands):

Year Ending December 31,

2024

2025

2026

2027

2028

Thereafter

Total minimum payments

Letters of Credit

320,474

104,317

43,598

32,326

28,152

110,341

639,208

As of December 31, 2023, the Company had outstanding letters of credit of $13.5 million.

Litigation

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal
course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company’s
financial condition, results of operations, and cash flows.

Macau Litigation Related to Dore

Wynn Macau SA has been named as a defendant in lawsuits filed in the Macau Court of First Instance by individuals who
claim to be investors in, or persons with credit in accounts maintained by, Dore Entertainment Company Limited (“Dore”), an
independent, Macau registered and licensed company that operated a gaming promoter business at Wynn Macau. In
connection with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the
“Dore Incident”), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as
investments or gaming deposits that allegedly resulted in certain losses for these individuals. The principal allegations
common to the lawsuits are that Wynn Macau SA, as a gaming concessionaire, should be held responsible for Dore’s conduct
on the basis that Wynn Macau SA is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the
purported losses.

The Company believes these cases are without merit and unfounded and intends to vigorously defend against the
remaining claims pleaded against Wynn Macau SA in these lawsuits. The Company has made estimates for potential litigation
costs based upon its assessment of the likely outcome and has recorded provisions for such amounts in the accompanying
consolidated financial statements. No assurances can be provided as to the outcome of the pending Dore cases, and actual
results may differ from these estimates.

Securities Class Action

On February 20, 2018, a putative securities class action was filed against the Company and certain current and former
officers of the Company in the United States District Court, Southern District of New York (which was subsequently
transferred to the United States District Court, District of Nevada) by John V. Ferris and Joann M. Ferris on behalf of all
persons who purchased the Company’s common stock between February 28, 2014 and January 25, 2018. The complaint
alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as
attorneys’ fees, costs and related expenses for the plaintiffs. On April 15, 2019, the Company filed a motion to dismiss, which
the court granted on May 27, 2020, with leave to amend. On July 1, 2020, the plaintiffs filed an amended complaint. On
August 14, 2020, the Company filed a motion to dismiss the amended complaint. On July 28, 2021, the court granted in part,

102

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

and denied in part, the Company’s motion to dismiss the amended complaint, dismissing certain of plaintiffs’ claims, including
all claims against current CEO Craig Billings and the individual directors, and allowing other claims to proceed against the
Company and several of the Company’s former executive officers, including Matthew Maddox, Stephen A. Wynn, Kimmarie
Sinatra, and Steven Cootey. On March 2, 2023, the court granted the plaintiffs’ motion for class certification and appointed
lead counsel. The parties are now proceeding with discovery.

The defendants in this action intend to vigorously defend against the claims pleaded against them and believe that the
claims are without merit. This action is in the preliminary stages and the Company has determined that based on proceedings
to date, it is currently unable to determine the probability of the outcome of these actions or reasonably estimate the range of
possible loss, if any.

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The
Company received requests for information from the U.S. Attorney’s Office for the Southern District of California relating to
its anti-money laundering policies and procedures, and beginning in 2020 received several grand jury subpoenas regarding
various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.
The Company continues to cooperate with the U.S. Attorney’s Office in its investigation, which remains ongoing. Because no
charges or claims have been brought, the Company is unable to predict the outcome of the investigation, the extent of the
materiality of the outcome, or reasonably estimate the possible range of loss, if any, which could be associated with the
resolution of any possible charges or claims that may be brought against the Company.

Note 19 - Retail Joint Venture

In December 2016, the Company entered into the Retail Joint Venture with Crown Acquisitions Inc. (“Crown”) to own
and operate approximately 88,000 square feet of existing retail space at Wynn Las Vegas. In November 2017 and March 2022,
the Company contributed approximately 74,000 square feet and 70,000 square feet of additional retail space to the Retail Joint
Venture. The Company maintains a 50.1% ownership in the Retail Joint Venture and is the managing member. The
Company’s responsibilities with respect to the Retail Joint Venture include day-to-day business operations, property
management services and a role in the leasing decisions of the retail space.

The Company assessed its ownership in the Retail Joint Venture based on consolidation accounting guidance with an
evaluation being performed to determine if the Retail Joint Venture is a VIE, if the Company has a variable interest in the
Retail Joint Venture and if the Company is the primary beneficiary of the Retail Joint Venture. The primary beneficiary is the
party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and
who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be
significant to the entity.

The Company concluded that the Retail Joint Venture is a VIE and the Company is the primary beneficiary based on its
involvement in the leasing activities of the Retail Joint Venture. As a result, the Company consolidates all of the Retail Joint
Venture’s assets, liabilities and results of operations. The Company will evaluate its primary beneficiary designation on an
ongoing basis and will assess the appropriateness of the Retail Joint Venture’s VIE status when changes occur.

As of December 31, 2023 and 2022, the Retail Joint Venture had total assets of $102.5 million and $102.9 million,
respectively, and total liabilities of $621.9 million and $620.9 million, respectively. The Retail Joint Venture’s total liabilities
as of December 31, 2023 and 2022 included long-term debt of $614.1 million and $613.5 million, respectively, net of debt
issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 20 - Segment Information

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the
information reviewed by its chief operating decision maker, and the Company’s organizational and management reporting
structure.

103

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has identified the following reportable segments: (i) Wynn Macau, representing the aggregate of Wynn
Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las
Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail
Joint Venture, which are managed as a single integrated resort; (iv) Encore Boston Harbor; and (v) Wynn Interactive. For
geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company’s
Macau holding company and other ancillary entities) have been aggregated into Macau Operations.

The following tables present the Company’s segment information (in thousands):

Year Ended December 31,

2023

2022

2021

Operating revenues
Macau Operations:
Wynn Palace

Casino
Rooms
Food and beverage
Entertainment, retail and other (1)

Wynn Macau

Casino
Rooms
Food and beverage
Entertainment, retail and other (1)

Total Macau Operations

Las Vegas Operations:

Casino
Rooms
Food and beverage
Entertainment, retail and other (1)
Total Las Vegas Operations

Encore Boston Harbor:

Casino
Rooms
Food and beverage
Entertainment, retail and other (1)
Total Encore Boston Harbor

Wynn Interactive:

Entertainment, retail and other
Total Wynn Interactive

1,471,280
201,783
104,566
109,215
1,886,844

970,269
109,308
68,017
65,940
1,213,534
3,100,378

628,185
784,385
770,401
297,635
2,480,606

648,668
90,195
85,653
41,270
865,786

255,886
40,079
35,546
78,778
410,289

216,639
25,691
25,334
43,585
311,249
721,538

535,279
651,291
702,515
243,051
2,132,136

624,738
85,078
82,818
38,439
831,073

677,917
69,022
47,985
88,083
883,007

476,999
50,492
32,420
66,104
626,015
1,509,022

426,440
425,777
489,587
161,877
1,503,681

552,064
47,280
63,919
28,260
691,523

85,127
85,127

72,078
72,078

59,438
59,438

Total operating revenues

6,531,897

3,756,825

3,763,664

(1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 16, “Leases”.

104

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Adjusted Property EBITDAR (1)

Macau Operations:

Wynn Palace

Wynn Macau

Total Macau Operations

Las Vegas Operations

Encore Boston Harbor

Wynn Interactive

Total

Other operating expenses

Pre-opening

Depreciation and amortization

Gain on EBH Transaction, net

Impairment of goodwill and intangible assets

Property charges and other (2)

Corporate expenses and other

Stock-based compensation

Triple-net operating lease rent expense

Total other operating expenses

Operating income (loss)

Other non-operating income and expenses

Interest income

Interest expense, net of amounts capitalized

Change in derivatives fair value

Loss on debt financing transactions

Other

Total other non-operating income and expenses

Income (loss) before income taxes

Benefit (provision) for income taxes

Net income (loss)

Net (income) loss attributable to noncontrolling interests

Year Ended December 31,

2023

2022

2021

615,846

(96,557) $

338,091

953,937

946,243

257,409

(42,646)

2,114,943

(124,047)

(220,604)

801,095

243,386

(98,490)

725,387

9,468

687,270

20,643

692,318

—

(181,989)

94,490

130,877

146,430

64,515

141,722

1,274,772

840,171

175,785

(751,509)

45,098

(12,683)

(11,479)

(554,788)

285,383

496,834

782,217

(52,223)

48,036

65,116

102,539

67,627

11,773

826,063

(100,676)

29,758

(650,885)

15,956

—

5,811

(599,360)

(700,036)

(9,332)

(709,368)

285,512

91,646

4,209

95,855

530,878

210,068

(267,360)

569,441

6,821

715,962

—

10,254

40,508

95,199

95,238

—

963,982

(394,541)

3,213

(605,562)

11,360

(2,060)

(23,926)

(616,975)

(1,011,516)

(474)

(1,011,990)

256,204

Net income (loss) attributable to Wynn Resorts, Limited

729,994

(423,856) $

(755,786)

(1) “Adjusted Property EBITDAR” is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH
Transaction, net, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore
Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water
rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and
expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to
measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the
operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for
determining certain incentive compensation. The Company also presents Adjusted Property EBITDAR because it is used by some investors to measure a
company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically
reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including
us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based
compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an
alternative to operating income (loss) as an indicator of the Company’s performance, as an alternative to cash flows from operating activities as a measure
of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income (loss), Adjusted Property EBITDAR does

105

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has
significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments,
debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, the Company’s
calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be
limited.

(2) For the year ended December 31, 2023, includes $94.9 million related to the Company’s decision to cease operating Wynn Interactive’s online sports

betting and iGaming platform in certain jurisdictions.

Capital expenditures

Macau Operations:

Wynn Palace

Wynn Macau

Total Macau Operations

Las Vegas Operations

Encore Boston Harbor

Wynn Interactive

Corporate and other

Total

Assets

Macau Operations:

Wynn Palace

Wynn Macau

Other Macau

Total Macau Operations

Las Vegas Operations

Encore Boston Harbor

Wynn Interactive

Corporate and other

Total

Long-lived assets

Macau

United States

Total

Year Ended December 31,

2023

2022

2021

66,262

31,946

25,602

91,864

187,150

70,578

4,620

88,581

13,003

44,949

226,386

20,187

4,925

3,680

37,169

25,249

62,418

168,788

38,730

13,624

7,097

442,793

300,127

290,657

2023

December 31,

2022

2021

2,936,264

2,884,073

3,122,424

1,864,211

886,175

5,686,650

3,173,247

2,006,565

81,231

3,048,530

1,430,051

268,017

4,582,141

3,168,597

2,080,424

213,837

3,370,101

1,032,521

1,173,913

5,328,858

3,063,897

2,193,117

287,805

1,657,149

13,996,223

13,415,100

12,530,826

2023

December 31,

2022

2021

3,191,134

5,585,943

8,777,077

3,382,284

5,570,249

8,952,533

3,678,236

5,604,531

9,282,767

106

WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Quarterly Consolidated Financial Information (Unaudited)

The following tables (in thousands, except per share data) present selected quarterly financial information for 2023 and
2022, as previously reported. Because income (loss) per share amounts are calculated using the weighted average number of
common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four
quarters may not equal the total income per share amounts for the year.

Operating revenues

Operating income

Net income (loss)

Net income (loss) attributable to
Wynn Resorts, Limited

Basic income (loss) per share

Diluted income (loss) per share

Operating revenues

Operating income (loss)

Net loss

Net income (loss) attributable to
Wynn Resorts, Limited

Basic income (loss) per share

Diluted income (loss) per share

First

Second

Third

Fourth

Year

Year Ended December 31, 2023

1,423,679

169,515

1,146

12,332

0.11

(0.02) $

1,595,822

250,336

127,835

105,184

0.93

0.84

1,671,936

62,595

(120,541) $

1,840,460

357,725

773,777

(116,678) $

729,156

(1.03) $

6.53

6.19

Year Ended December 31, 2022

First

Second

Third

Fourth

953,334

908,832

889,722

1,004,937

(94,865) $

(52,028) $

(52,991) $

99,208

6,531,897

840,171

782,217

729,994

6.49

6.32

Year

3,756,825

(100,676)

(254,610) $

(213,422) $

(207,791) $

(33,545) $

(709,368)

(183,324) $

(130,051) $

(142,892) $

32,411

(1.59) $

(1.14) $

(1.27) $

0.29

(423,856)

(3.73)

107

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as
of the end of the period covered by this annual report. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well designed and operated, can only provide
reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s CEO
and CFO have concluded that, as of the period covered by this annual report, the Company’s disclosure controls and
procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and
were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO,
as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial

reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on our assessment, management
believes that, as of December 31, 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, 2023 has been audited by Ernst &
Young, LLP, an independent registered public accounting firm. Their report appears under “Report of Independent Registered
Public Accounting Firm on Internal Control Over Financial Reporting.”

Changes in Internal Control Over Financial Reporting

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, 2023 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

108

Item 10. Directors, Executive Officers and Corporate Governance

PART III

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

As part of the Company’s commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and
Ethics (“Code”) applicable to all directors, officers and employees of the Company and its subsidiaries. This Code is
periodically reviewed by the Board of Directors. In the event we determine to amend or waive certain provisions of this Code,
we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-
governance/code-business-conduct-and-ethics within four business days following such amendment or waiver or as otherwise
required by the Nasdaq listing standards.

Item 11. Executive Compensation

The information called for by this item will be contained in the 2024 Proxy Statement under the captions “Non-Employee
Director Compensation 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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain information required by this item will be contained in the 2023 Proxy Statement under the caption “Certain

Beneficial Ownership and Management,” and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes compensation plans under which our equity securities are authorized for issuance,
aggregated as to: (i) all compensation plans previously approved by stockholders, and (ii) all compensation plans not
previously approved by stockholders.

Plan Category

Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a)

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
(b)

Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(c)

Equity compensation plans approved by security holders

23,985

61.48

1,585,472

Equity compensation plans not approved by security holders

Total

—

23,985

61.48

1,585,472

Certain information required by this item will be contained in the 2024 Proxy Statement under the caption “Certain

Beneficial Ownership and Management,” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be contained in the 2024 Proxy Statement under the caption “Certain

Relationships and Transactions,” and “Governance,” and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information called for by this item will be contained in the 2024 Proxy Statement under the caption “Ratification of

Appointment of Registered Public Accounting Firm,” and is incorporated herein by reference.

109

Item 15. Exhibits, Financial Statement Schedules

PART IV

(a)1. The following consolidated financial statements of the Company are filed as part of this report under Item 8—

“Financial Statements and Supplementary Data.”

•
•
•
•

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and
2021
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Quarterly Consolidated Financial Information (Unaudited)

(a)2. Financial Statement Schedule filed in Part IV of this report:

•

Schedule II—Valuation and Qualifying Accounts

We have omitted all other financial statement schedules because they are not required or are not applicable, or the

required information is shown in the consolidated financial statements or notes to the consolidated financial statements.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

Description

Allowance for credit losses:

2023

2022

2021

Description

Deferred income tax asset valuation allowance:

2023

2022

2021

Balance at
Beginning of
Year

Provision for
Credit Losses

Write-offs,
Net of
Recoveries

Balance at
End of Year

78,842

111,319

100,329

(3,964)

(7,295)

29,487

(34,803) $

(25,182) $

40,075

78,842

(18,497) $

111,319

Balance at
Beginning of
Year

Additions

Deductions

Balance at
End of Year

2,437,202

2,501,263

2,986,684

96,623

(1,193,244) $ 1,340,581

108,150

142,058

(172,211)

2,437,202

(627,479) $

2,501,263

110

(a)3. Exhibits

Exhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference.

Incorporated by Reference

Exhibit
No.

2.1

3.1

3.2

4.1.0

4.1.1

4.1.2

4.1.3

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

Description

Equity Purchase Agreement, dated as of February 14, 2022 by and between Wynn MA,
LLC and Realty Income Corporation.

Third Amended and Restated Articles of Incorporation of the Registrant.

Ninth Amended and Restated Bylaws of the Registrant.

Specimen certificate for shares of Common Stock, $0.01 par value per share of the
Registrant.

Indenture, dated as of April 14, 2020, by and among Wynn Resorts Finance, LLC, and
Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named
therein and U.S. Bank National Association, as trustee.

Indenture, dated as of June 17, 2020, by and between Wynn Macau, Limited and
Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2026.

Indenture, dated as of August 26, 2020, by and between Wynn Macau, Limited and
Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2028.

Description of Registrant’s Securities.

Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las
Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association,
as trustee.

Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22,
2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the
Guarantors named therein and U.S. Bank National Association, as trustee.

Second Supplemental Indenture, dated as of March 20, 2018, to Indenture, dated as of
May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the
guarantors party thereto and U.S. Bank National Association.

Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn
Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National
Association, as trustee.

Indenture, dated as of May 11, 2017, by and among Wynn Las Vegas, LLC, Wynn Las
Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association,
as trustee.

Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and
Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2024.

Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and
Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2027.

Indenture, dated as of December 17, 2019, by and between Wynn Macau, Limited and
Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2029.

Indenture, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC,
and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named
therein and U.S. Bank National Association, as trustee.

Indenture, dated as of February 16, 2023, by and among Wynn Resorts Finance, LLC, and
Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named
therein and U.S. Bank National Association, as trustee.

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, Limited.

Form

Filing Date

8-K

2/14/2022

10-Q

10-K

5/8/2015

2/28/2020

S-1

10/7/2002

10-Q

5/8/2020

10-Q

8/6/2020

10-Q

11/9/2020

10-K

8-K

5/22/2013

10-K

3/2/2015

8-K

3/21/2018

8-K

2/18/2015

8-K

5/11/2017

10-Q

11/8/2017

10-Q

11/8/2017

10-K

2/28/2020

10-Q

11/6/2019

8-K

2/16/2023

8-K

3/7/2023

111

4.14

10.1.0

10.1.1

10.1.2

10.1.3

10.1.4

10.1.5

10.1.6

10.1.7

10.1.8

10.2.1

10.2.2

10.2.3

10.2.4

10.2.5

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.

Credit Agreement, dated as of September 20, 2019, by and among Wynn Resorts Finance,
LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche
Bank AG New York Branch, as administrative agent and as collateral agent.

Incremental Joinder Agreement No. 1, dated as of March 8, 2019, by and among Wynn
Resorts, Limited, as borrower, Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC,
as Guarantors, and Deutsche Bank AG New York Branch, as administrative agent.

First Amendment to Credit Agreement, dated as of April 10, 2020, by and among Wynn
Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as
guarantors, Deutsche Bank AG New York Branch, as administrative agent and as
collateral agent.

First Amendment to Term Loan Agreement, dated as of May 5, 2020, by and among
Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as
borrowers, United Overseas Bank Limited, New York Agency, as administrative agent,
and the lenders party thereto.

Amendment No. 2 to Credit Agreement, dated as of November 27, 2020, by and among
Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as
guarantors, Deutsche Bank AG New York Branch, as administrative agent.

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.

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.

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.

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.

Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018,
between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China
Limited, Macau Branch as security agent.

Term Facility Agreement Fifth Amendment Agreement, dated December 21, 2018, by
and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as
Hotel Facility Agent and Hotel Facility Lender.

Revolving Credit Facility Agreement Second Amendment Agreement, dated as of
December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China
Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility
Lender.

Common Terms Agreement Fifth Amendment Agreement, dated September 30, 2015,
between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China
Limited, Macau Branch as security agent.

Term Facility Agreement Fourth Amendment Agreement, dated September 30, 2015, by
and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as
Hotel Facility Agent and Hotel Facility Lender.

8-K

3/7/2023

10-Q

11/6/2019

10-Q

5/9/2019

10-Q

5/8/2020

10-Q

8/6/2020

10-K

2/26/2021

8-K

5/17/2023

8-K

5/17/2023

10-Q

8/9/2022

8-K

12/1/2022

10-Q

2/28/2019

10-Q

2/28/2019

10-Q

2/28/2019

10-Q

11/6/2015

10-Q

11/6/2015

112

10.2.6

10.2.7

10.3.0

10.3.0.1

10.3.1

10.3.2

10.3.3

10.4.1

10.4.2

10.4.3

10.4.4

10.4.5

10.4.6

10.4.7

10.4.8

10.4.9

Revolving Credit Facility Agreement Amendment Agreement, dated as of September 30,
2015, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau
Branch as Revolving Credit Facility Agent and Revolving Credit Facility Lender.

Debenture, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and
Société Générale, Hong Kong Branch as the Security Agent.

Term Loan Agreement, dated as of July 25, 2018, 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 lead arranger,
Fifth Third Bank, as joint lead arranger, Sumitomo Mitsui Banking Corporation, as joint
lead arranger, Credit Agricole Corporate and Investment Bank, as managing agent, and
the lenders party thereto.

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.

Facility Agreement, dated as of September 16, 2021, by and among WM Cayman
Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of
China Limited, Macau Branch, as agent and a syndicate of lenders.

Amendment to the Facility Agreement, dated as of May 5, 2022, by and among WM
Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and
Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.

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.

Concession Contract for the Operation of Games of Chance or Other Games in Casinos in
the Macau Special Administrative Region, dated June 24, 2002, between the Macau
Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of
Portuguese version of Concession Agreement).

Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the
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).

Unofficial English translation of Land Concession Contract between the Macau Special
Administrative Region and Wynn Resorts (Macau), S.A.

Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate
Company Limited, Wynn Resorts (Macau), S.A. and the Macau Special Administrative
Region of the People’s Republic of China (translated to English from traditional Chinese
and Portuguese).

Bank Guarantee Reimbursement Agreement, dated as of September 14, 2004, between
Wynn Resorts (Macau), S.A. and Banco Nacional Ultramarino.

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).

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.

10-Q

11/6/2015

10-Q

11/4/2004

10-Q

7/30/2018

8-K

6/5/2023

10-Q

11/9/2021

10-Q

5/10/2022

8-K

6/30/2023

10-Q

8/20/2002

10-Q

9/18/2002

10-Q

8/3/2004

10-Q

5/2/2012

10-Q

11/4/2004

10-K

2/27/2023

10-K

2/27/2023

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.

10-K

2/27/2023

Handover Deed, dated as of December 30, 2022, by and between Wynn Resorts (Macau)
S.A. and the Macau Special Administrative Region.

10-K

2/27/2023

113

10.5.1

10.5.2

10.5.3

10.5.4

10.6.1

10.6.2

10.6.3

10.6.4

10.6.5

10.6.6

+10.7.2.0

+10.7.2.1

+10.7.2.2

+10.7.2.3

+10.7.2.4

+10.7.2.5

+10.7.2.6

+10.7.3.0

+10.7.3.1

+10.7.3.2

+10.7.3.3

+10.7.4.0

+10.7.4.1

+10.7.4.2

Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau,
Limited and Wynn Resorts, Limited.

10-Q

3/2/2015

Amended and Restated Corporate Allocation Agreement, dated as of September 19, 2009,
by Wynn Resorts (Macau), S.A., and Wynn Resorts, Limited.

10-Q

3/2/2015

Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by
and between Wynn Las Vegas, LLC and Wynn Resorts, Limited.

10-Q

3/2/2015

Management Fee and Corporate Allocation Agreement, dated as of November 20, 2014,
by and among Wynn MA, LLC and Wynn Resorts, Limited.

10-Q

2/29/2016

Intellectual Property License Agreement, dated as of September 19, 2009, by and among
Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Macau, Limited.

Amended and Restated Intellectual Property License Agreement, dated as of
September 19, 2009, by and among Wynn Resorts Holdings, LLC, Wynn Resorts,
Limited and Wynn Resorts (Macau), S.A.

2015 Intellectual Property License Agreement, dated as of February 26, 2015, by and
between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Las Vegas,
LLC.

2014 Intellectual Property License Agreement, dated as of November 20, 2014, by and
between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn MA, LLC.

Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A.
Wynn and Wynn Resorts Holdings, LLC.

Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A.
Wynn and Wynn Resorts Holdings, LLC.

Employment Agreement, dated as of January 27, 2017 by and between Wynn Resorts,
Limited and Craig Billings.

10-Q

3/2/2015

10-Q

3/2/2015

10-Q

5/8/2015

10-Q

2/29/2016

10-Q

11/4/2004

10-Q

11/4/2004

10-Q

5/4/2017

First Amendment to Employment Agreement, dated as of April 17, 2018, by and between
Wynn Resorts, Limited and Craig S. Billings.

10-Q

5/9/2018

Second Amendment to Employment Agreement, dated as of May 29, 2019, by and
between Wynn Resorts, Limited and Craig Billings.

Third Amended and Restated Employment Agreement dated as of January 1, 2021, by
and between Wynn Resorts, Limited and Craig S. Billings.

10-Q

8/8/2019

10-K

2/26/2021

Fourth Amended and Restated Employment Agreement dated as of May 24, 2021, by and
between Wynn Resorts, Limited and Craig S. Billings.

8-K

5/24/2021

Employment Agreement, dated November 9, 2021, by and between Wynn Resorts,
Limited and Craig S. Billings.

First Amendment to Employment Agreement, dated as of June 1, 2023, by and between
Wynn Resorts, Limited and Craig S. Billings.

Employment Agreement, dated as of August 2, 2018, by and between Wynn Resorts,
Limited and Ellen Whittemore.

10-Q

11/9/2021

8-K

6/2/2023

10-Q

8/8/2018

First Amendment to Employment Agreement, dated as of May 29, 2019, by and between
Wynn Resorts, Limited and Ellen Whittemore.

10-Q

8/8/2019

Second Amended and Restated Employment Agreement dated as of January 1, 2021, by
and between Wynn Resorts, Limited and Ellen F. Whittemore.

Third Amended and Restated Employment Agreement dated as of January 12, 2022, by
and between Wynn Resorts, Limited and Ellen F. Whittemore.

Employment Agreement, dated as of December 7, 2021 by and between Wynn Resorts,
Limited and Julie Cameron-Doe.

10-K

2/26/2021

10-K

2/28/2022

10-K

2/28/2022

First Amendment to Employment Agreement, dated as of April 13, 2022, by and between
Wynn Resorts, Limited and Julie Cameron-Doe.

10-Q

5/10/2022

Second Amendment to Employment Agreement, dated as of June 1, 2023, by and
between Wynn Resorts, Limited and Julie Cameron-Doe.

8-K

6/2/2023

+10.8

Amended and Restated 2014 Omnibus Incentive Plan, dated January 1, 2017.

10-Q

2/24/2017

114

10.9

10.10

10.11

+10.12

21.1

23.1

31.1

31.2

101

Cooperation Agreement, dated as of August 3, 2018, by and between Wynn Resorts,
Limited and Elaine P. Wynn.

Second Amended and Restated Shareholders’ Agreement, dated as of January 14, 2016,
by and among Wynn Resorts (Macau), Ltd., Wynn Resorts International, Ltd., Chen Chi
Ling Linda and Wynn Resorts (Macau), S.A.

10-Q

8/6/2018

10-Q

2/28/2018

Form of Indemnity Agreement.

Wynn Resorts, Limited Executive Retirement Plan

Subsidiaries of the Registrant.

Consent of Ernst & Young LLP, Independent Registered Accounting Firm.

Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a)
and Rule 15d – 14(a).

Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a – 14(a)
and Rule 15d – 14(a).

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 (furnished herewith)

Wynn Resorts, Limited Clawback Policy

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, 2023 and December 31, 2022; (ii) the
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and
2021; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years
ended December 31, 2023, 2022, and 2021; (iv) the Consolidated Statements of
Stockholders’ Deficit for the years ended December 31, 2023, 2022, and 2021; (v) the
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and
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-Q

10-K

9/18/2002

104

Cover Page Interactive Data File - The cover page XBRL tags are embedded within the
Inline XBRL document.

Filed herewith.

Denotes management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.

115

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has

duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 23, 2024

By:

/s/ Craig S. Billings

WYNN RESORTS, LIMITED

Craig S. Billings
Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Craig S. Billings

Craig S. Billings

/s/ Julie Cameron-Doe

Julie Cameron-Doe

/s/ Philip G. Satre

Philip G. Satre

/s/ Betsy S. Atkins

Betsy S. Atkins

/s/ Richard J. Byrne

Richard J. Byrne

/s/ Paul Liu

Paul Liu

/s/ Patricia Mulroy

Patricia Mulroy

/s/ Margaret J. Myers

Margaret J. Myers

/s/ Darnell Strom

Darnell Strom

/s/ Winifred Webb

Winifred Webb

Director, Chief Executive Officer
(Principal Executive Officer)

February 23, 2024

Chief Financial Officer (Principal Financial and
Accounting Officer)

February 23, 2024

Non-Executive Chair of the Board and Director

February 23, 2024

Director

116

[THIS PAGE INTENTIONALLY LEFT BLANK]

Corporate Headquarters

Board of Directors

3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Web Site

Visit the Company’s websites at:
www.wynnresorts.com
www.wynnlasvegas.com
www.wynnmacau.com
www.wynnmacaulimited.com
www.wynnpalace.com
www.encorebostonharbor.com
www.wynnbet.com

Annual Report on Form 10-K

Our Annual Report on Form 10-K (including the
financial statements and financial statement
schedules relating thereto) filed with the Securities
and Exchange Commission may be obtained upon
written request and without charge. Requests
should be directed to Wynn Resorts, Limited, c/o
Investor Relations, 3131 Las Vegas Boulevard South,
Las Vegas, Nevada 89109, telephone (702) 770-7555
or investorrelations@wynnresorts.com. In addition,
the electronic version of the Annual Report can be
found at www.wynnresorts.com.

Annual Meeting

Our 2024 Annual Meeting will be held entirely online.
To participate in the virtual Annual Meeting, please
visit www.virtualshareholdermeeting.com/wynn2024.
March 5, 2024 is the record date for determining the
shareholders entitled to notice of, and to vote at, the
Annual Meeting of Shareholders.

Common Stock

Our common stock is traded on the NASDAQ Global
Select Market under the symbol “WYNN.”

Common Stock Transfer Agent and Registrar

American Stock Transfer & Trust Co.
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449

Wynn and Encore are registered trademarks of Wynn
Resorts Holdings, LLC.

Philip G. Satre
Non-Executive Chair of the Board
Former CEO and Chair of Harrah’s Entertainment,
Inc.
Former Chair of the Board of International Game
Technology, PLC from 2009 to 2018

Betsy S. Atkins
Director
Chief Executive Officer and Founder of Baja
Corporation

Craig S. Billings
Director, Chief Executive Officer

Richard J. Byrne
Director
CEO, Chair of the Board of Franklin BSP Realty
Trust, Inc.

Paul Liu
Director
Former Partner, Egon Zehnder AG

Patricia Mulroy
Director
Non-Resident Senior Fellow for Climate Adaptation &
Environmental Policy, Practitioner in Residence,
Saltman Center for Conflict Resolution
Chief Executive of the Southern Nevada Water
Authority from 1993 to 2014

Margaret J. Myers
Director
Senior Advisor to the Governor of California and
Director of the Governor’s Office of Business and
Economic Development

Darnell O. Strom
Partner & Head of Culture and Leadership for UTA

Winifred M. Webb
Director
Founder, Kestrel Corporate Advisors

Executive Officers

Craig S. Billings
Chief Executive Officer

Julie Cameron-Doe
Chief Financial Officer

Ellen F. Whittemore
Executive Vice President, General Counsel and
Secretary

Information on this page is as of March 5, 2024.

R A R E L O U N G E , E N C O R E B O S T O N H A R B O R

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