What changed in this filing

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Item 1. Business

2021-02-26 compared with 2020-02-28 · 122 added, 62 removed, 344 unchanged (35% of the section changed)

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

Wynn Resorts was incorporated in Nevada in 2002.

In October 2020, Wynn Interactive Ltd.

("Wynn Interactive") was formed through the merger of our U.S.

online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull" ) .

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

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

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

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

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

Wynn Resorts files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments of such reports with the Securities and Exchange Commission ("SEC").

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The information found on our website is not a part of this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

Recent Developments Related to COVID-19

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

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

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

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

Macau Operations

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

On March 20, 2020 our casino operations were fully restored;

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

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

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

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

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

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

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

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

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

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

Las Vegas Operations and Encore Boston Harbor

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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We have been successful in attracting a wide range of premium guests both domestically and internationally.

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

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

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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 and Sustainability

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 and sustainability includes:

Executing on our commitment to corporate social responsibility includes:

• Creating a five-star workplace.

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Our investments in alternative energy, including on-site solar arrays and notably, a 160-acre solar facility in Northern Nevada, have earned us an invitation to join the U.S.

Environmental Protection Agency's Green Power Partnership and a top ranking among Fortune 500 companies that voluntarily use green power to reduce air pollution and other environmental impacts associated with electricity use.

Environmental Protection Agency's Green Power Partnership and a top

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

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.

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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 the sustainable development of Macau and endeavor to provide our guests with a premium experience while remaining environmentally conscious by monitoring and reducing inefficient consumption and embracing technologies that help us to responsibly use our resources.

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.

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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:

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

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

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

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

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

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

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

• Wynn Las Vegas and Encore collectively received seven FTG Five-Star awards in 2021, the most of any resorts in North America.

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

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

• Wynn Las Vegas has received Four Green Globes, the highest certification for energy-efficient and sustainable buildings from the Green Building Initiative.

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Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor.

We may experience fluctuations in revenues and cash flows from month to month, including from such factors as the timing of major conventions and holidays;

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.

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

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, which recently commenced operations in Cotai.

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The property's signature public attractions and entertainment offerings include a performance lake, a gondola ride offering convenient street-level access, and an exceptional display of Western and Asian art.

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

We expect that the Crystal Pavilion will become a unique world-class cultural destination, incorporating art, theater and interactive installations, expansive food and beverage offerings, additional hotel rooms, and several signature entertainment features.

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

We have continued with the design stages of developing the second phase of expansion of Wynn Palace.

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

We opened Wynn Macau in September 2006, and Encore, an expansion of Wynn Macau, in April 2010.

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

We expect to open the second phase, which will include two new restaurants and approximately 7,000 square feet of additional retail space, in the first half of 2020.

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

Las Vegas Operations

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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 33 food and beverage outlets, approximately 160,000 square feet of high-end, brand-name retail space, and approximately 507,000 square feet of meeting and convention space (including the 217,000 square foot Meeting and Convention Expansion that opened in February 2020, as discussed below).

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

In addition, Wynn Las Vegas offers 31 food and beverage outlets, approximately 152,000 square feet of high-end, brand-name retail space, and approximately 513,000 square feet of meeting and convention space.

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

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

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

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

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

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

Encore Boston Harbor

On June 23, 2019, the Company 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 161 table games and 2,833 slot machines, private and high-limit gaming areas, and a poker room.

The property features approximately 208,000 square feet of casino space with 198 table games and approximately 1,890 slot machines, private and high-limit gaming areas, and a poker room.

Encore Boston Harbor also features a luxury hotel tower with a total of 671 guest rooms and suites, which offers a spa and salon.

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Currently, there are 41 casinos operating in Macau.

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

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

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

We believe that the Macau region hosts one of the world's largest concentrations of potential gaming and tourism customers.

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

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

In addition, we believe that Macau's stated goal of becoming a world-class tourism destination will drive additional visitation to the market and create future opportunities for us to invest and grow.

Macau's gaming market is primarily dependent on tourists.

Gaming customers traveling to Macau typically come from nearby destinations in Asia.

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

Travel to Macau by citizens of mainland China requires a visa.

According to 2019 government statistics, Macau tourist arrivals increased 10.1%, to 39.4 million, from 35.8 million in 2018.

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

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

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

During 2016, we contributed to the new capacity in the market with the opening of Wynn Palace in the Cotai area.

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

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

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

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

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

Our Macau Operations face competition primarily from the 39 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.

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Las Vegas is the largest gaming market in the United States.

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

Overall Las Vegas visitor volume was 42.5 million in 2019.

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

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

respectively.

Occupancy on the Las Vegas Strip increased 0.9% to 90.4%, from 89.5% in 2018.

Convention attendees increased 2.3% in 2019, following year-over-year increases of 13.4%, 7.1%, and 3.0% from 2016 to 2018, respectively.

Wynn Las Vegas is located on the Las Vegas Strip and competes with other high-quality resorts and hotel casinos in Las Vegas.

Wynn Las Vegas also competes, to some extent, with other casino resorts throughout the United States and elsewhere in the world.

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 decreased significantly during the year ended December 31, 2020 due to the adverse effects of the COVID-19 pandemic.

According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was $3.7 billion in 2020, a 43.9% decrease from $6.6 billion in 2019.

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

Occupancy on the Las Vegas Strip decreased 48.3% to 42.1%, from 90.4% in 2019.

Convention attendees decreased 74.0% in 2020, following year-over-year increases of 7.1%, 3.0%, and 2.3% from 2017 to 2019, respectively.

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 under development in the vicinity of our

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

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 over $2.5 billion of gross gaming revenue in 2019.

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

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.

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

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.

Differences in regulatory landscapes across state borders may impact our ability to compete with other casinos in the region.

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("BNU") that was effective until March 31, 2007.

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

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

This guarantee, which is for the benefit of the Macau government, assures Wynn Macau SA's performance under the casino concession agreement, including the payment of premiums, fines and indemnity for any material failure to perform the concession agreement.

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Under Macau law, licensed gaming promoters must identify outside contractors who assist them in their promotion activities, and these contractors are subject to approval of the Macau government.

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

Changes in the management structure of

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

To conduct gaming promotion activities, licensees must be registered with one or more concessionaires and must have written contracts with such concessionaires, copies of which must be submitted to the Macau government.

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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 Las Vegas Holdings, LLC ("Wynn Las Vegas Holdings").

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, 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.

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.

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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 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.

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.

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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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.

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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.

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.

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.

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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.

Interactive Sports Betting and Casino Gaming

We and our partners are subject to various federal, state, and international laws and regulations that affect our interactive sports betting and casino gaming businesses.

The ownership, operation, and management of our interactive 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

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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, 2020, we had approximately 27,500 employees (including approximately 13,100 in Macau and 14,400 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.

Since the initial outbreak of the COVID-19 pandemic, we have been at the forefront of ensuring the health and safety of our employees.

In April 2020, Wynn Resorts was one of the first integrated resort operators to produce a detailed reopening plan, which included rigorous sanitation, health, and safety protocols, stringent employee testing, and a dedicated contact tracing team.

In the U.S., during the early stages of the COVID-19 pandemic, the Company committed to paying all employees including part-time employees, full compensation, including tips, for at least sixty days.

The Company also worked closely to accommodate employees' requests to use the Families First Coronavirus Relief Act and the Family Medical Leave Act.

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 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 5,400 employees at Wynn Las Vegas, expires in July 2023.

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

The MOA further provided for a partial deferral of the 2020 and 2021 contractual wage increases until 2023, and allowed the Company additional flexibility in scheduling during the pandemic.

In exchange, the Company agreed to a supplemental benefit contribution to provide continued health insurance coverage to employees with reduced hours.

Our collective bargaining agreement with the Transport Workers Union, Local 721, which covers approximately 400 of our table games dealers at Wynn Las Vegas, was rendered null and void by the union's disclaimer of interest in March 2019.

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Wynn Las Vegas is in the process of negotiating a new collective bargaining agreement.

In December 2018, employees in the horticulture and transportation departments at Wynn Las Vegas voted to be represented by the International Brotherhood of Teamsters, and Wynn Las Vegas is in the process of negotiating a collective bargaining agreement which would cover approximately 190 employees.

In December 2018, employees in the horticulture and transportation departments at Wynn Las Vegas voted to be

represented by the International Brotherhood of Teamsters, and Wynn Las Vegas is in the process of negotiating a collective bargaining agreement which would cover approximately 150 employees.

In April 2019, Encore Boston Harbor entered into a memorandum of agreement with UNITE HERE, Local 26, for certain of the non-gaming service positions at the facility.

Encore Boston Harbor is in the process of negotiating an initial collective bargaining agreement with the union, which will cover a majority of employees at the facility.

Encore Boston Harbor is in the process of negotiating an initial collective bargaining agreement with the union, which will cover a significant number of employees at the facility.

We view employee retention as a measure of our success in human capital management.

Our voluntary employee turnover rate was 9% and 4% in United States and Macau in 2020, 17% and 10% in United States and Macau in 2019, and 18% and 13% in United States and Macau in 2018.

Intellectual Property

8 unchanged sentences

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" trademark to 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.

13 unchanged sentences

and China (including the Chinese government's ongoing anti-corruption campaign), which may impact levels of travel, leisure, and consumer spending;

• restrictions or conditions on visitation by citizens of mainland China to Macau;

• restrictions or conditions on visitation by citizens of PRC to Macau;

• the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, public incidents of violence, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts and/or terrorist attacks;

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business