What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-02-26 compared with 2020-02-28 · 579 added, 652 removed, 1098 unchanged (53% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

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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, 2020, 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, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 28, 2020 expressed an unqualified opinion thereon.

As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BetBull, Limited, which are included in the 2020 consolidated financial statements of the Company and constituted less than 2% of total assets (goodwill constituted 1% of total assets) as of December 31, 2020 and less than 1% of operating revenues and net loss for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BetBull, Limited.

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, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 26, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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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, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2019, 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”).

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S.

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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, 2020, 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 26, 2021 expressed an unqualified opinion thereon.

Adoption of ASU No.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No.

2016-02, Leases (Topic 842), and the related amendments.

Basis for Opinion

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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 disclosure to which it relates.

Valuation of Deferred Tax Assets

Allowance for Credit Losses on Casino Receivables

Description of the Matter

As more fully described in Note 12 to the consolidated financial statements, at December 31, 2019, 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 $3.4 billion, net of a $2.8 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.

Auditing management’s assessment of the realizability of the Company’s deferred tax assets was complex and highly judgmental due to the significant estimation required in measuring deferred tax assets.

These deferred tax assets are affected by assumptions, including forecasted taxable domestic and foreign-sourced income and related royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the effect of tax planning strategies.

Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets.

At December 31, 2020, the Company’s allowance for credit losses on accounts receivable was $100.3 million, primarily consisting of casino receivables.

As discussed in Note 2 to the consolidated financial statements, casino receivables primarily consist of credit issued to patrons in the form of markers and advances paid to gaming promoters.

The Company records an estimated allowance for credit losses to reduce the Company’s receivables to their carrying amount, which reflects the net amount the Company expects to collect.

The Company estimates the allowance based on specific review of customer and outstanding gaming promoter accounts taking into consideration the amount due from the patron and gaming promoters, the age of the account, the customer’s financial condition, as well as management’s experience with historical and current collection trends, current economic and business conditions, and management’s expectations of future economic and business conditions and forecasts.

Auditing management’s estimate of the allowance for credit losses on casino receivables is complex due to the highly judgmental nature of the qualitative factors used to estimate the collectability of casino receivables and high degree of subjectivity in evaluating management’s judgments related to the collectability of patron accounts receivable.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of the forecast and significant assumptions described above and identification and reasonableness 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 model, 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, and carryforward amounts, and the evaluation of the carryforward lives of its deferred tax assets.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s allowance for credit losses process.

For example, we tested controls over the issuance of markers to patrons, the collection processes and management’s review controls over the assessment of the expected collection of casino receivables and evaluation of the allowance for credit losses, including the information used by management in those controls.

To test the allowance for credit losses, our audit procedures included, among others:

testing management’s historical collections analysis by obtaining evidence related to the original issuance of the credit to patrons on a sample of casino accounts receivable and examining support for subsequent settlement, if any;

corroborating management’s representations for specific provisions made for certain individual casino patrons with internal data and examination of publicly available information of the customers’ financial condition;

evaluating management’s assumptions regarding future collectability in comparison to current business trends, third-party macroeconomic data and peer data;

and evaluating management’s use of this information in establishing the allowance for credit losses as of December 31, 2020.

In addition, we performed sensitivity analyses over the Company's significant assumptions and evaluated the overall allowance for credit losses by performing a retrospective analysis of the Company’s historical estimates, which consisted of comparing the Company’s estimates to subsequent settlements and write-offs.

/s/ Ernst & Young LLP

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Cash and cash equivalents $ 3,482,032 $ 2,351,904

Receivables, net 346,429 276,644

Accounts receivable, net of allowance for credit losses of $ 100,329 and $ 39,317

200,158 346,429

Inventories 66,285 88,519

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Restricted cash 4,352 6,388

Intangible assets, net 146,414 222,506

Goodwill and intangible assets, net 278,195 146,414

Operating lease assets 398,594 452,919

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Total assets $ 13,869,547 $ 13,871,281

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

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Commitments and contingencies (Note 17)

Stockholders' equity:

Stockholders' equity (deficit):

Preferred stock, par value $ 0.01 ;

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Additional paid-in capital 2,598,115 2,512,676

Accumulated other comprehensive loss ( 1,679 ) ( 1,950 )

Retained earnings 641,818 921,785

Total Wynn Resorts, Limited stockholders' equity 1,743,045 2,034,123

Accumulated other comprehensive income (loss) 3,604 ( 1,679 )

Retained earnings (accumulated deficit) ( 1,532,420 ) 641,818

Total Wynn Resorts, Limited stockholders' equity (deficit) ( 351,997 ) 1,743,045

Noncontrolling interests ( 385,320 ) ( 201,573 )

Total stockholders' equity 1,541,472 1,814,789

Total liabilities and stockholders' equity $ 13,871,281 $ 13,216,269

Total stockholders' equity (deficit) ( 737,317 ) 1,541,472

Total liabilities and stockholders' equity (deficit) $ 13,869,547 $ 13,871,281

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

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Litigation settlement — — 463,557

Provision (benefit) for doubtful accounts 21,898 6,527 ( 6,711 )

Provision for credit losses 64,375 21,898 6,527

Pre-opening 6,506 102,009 53,490

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Total operating expenses 3,327,906 5,732,794 5,982,116

Operating income 878,305 735,544 1,055,565

Operating income (loss) ( 1,232,045 ) 878,305 735,544

Other income (expense):

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Other income (expense), net ( 530,230 ) ( 390,087 ) ( 429,804 )

Income before income taxes 488,218 305,740 560,269

Income (loss) before income taxes ( 1,762,275 ) 488,218 305,740

(Provision) benefit for income taxes ( 564,671 ) ( 176,840 ) 497,344

Net income 311,378 803,084 889,254

net income attributable to noncontrolling interests ( 188,393 ) ( 230,654 ) ( 142,073 )

Net income attributable to Wynn Resorts, Limited $ 122,985 $ 572,430 $ 747,181

Basic and diluted net income per common share:

Net income attributable to Wynn Resorts, Limited:

Net income (loss) ( 2,326,946 ) 311,378 803,084

net (income) loss attributable to noncontrolling interests 259,701 ( 188,393 ) ( 230,654 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 2,067,245 ) $ 122,985 $ 572,430

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

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

Basic $ ( 19.37 ) $ 1.15 $ 5.37

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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2020 2019 2018

Net income $ 311,378 $ 803,084 $ 889,254

Net income (loss) $ ( 2,326,946 ) $ 311,378 $ 803,084

Other comprehensive income (loss):

Foreign currency translation adjustments, before and after tax 7,367 376 ( 1,936 )

Change in net unrealized loss (gain) on investment securities, before and after tax — 1,292 ( 563 )

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

Redemption Note credit risk adjustment, net of tax of $ 2,735

Total comprehensive income 311,754 811,651 884,859

comprehensive income attributable to noncontrolling interests ( 188,498 ) ( 230,115 ) ( 141,007 )

Comprehensive income attributable to Wynn Resorts, Limited $ 123,256 $ 581,536 $ 743,852

Total comprehensive income (loss) ( 2,319,579 ) 311,754 811,651

comprehensive (income) loss attributable to noncontrolling interests 257,617 ( 188,498 ) ( 230,115 )

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ ( 2,061,962 ) $ 123,256 $ 581,536

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share data)

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income (loss)

earnings (accumulated deficit) Total

Wynn Resorts, Limited

stockholders'

equity Noncontrolling

equity (deficit) Noncontrolling

Total stockholders'

equity (deficit)

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

Cumulative effect, change in accounting for stock-based compensation — — — 2,807 — ( 2,696 ) 111 — 111

Cumulative effect, change in accounting for credit risk, net of tax of $ 2,735

— — — — ( 9,211 ) 9,211 — — —

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

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

Change in net unrealized gain on investment securities — — — — ( 563 ) — ( 563 ) — ( 563 )

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

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

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

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

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

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Shares of subsidiary repurchased for share award plan — — — ( 4,497 ) — — ( 4,497 ) ( 1,735 ) ( 6,232 )

Sale of ownership interest in subsidiary, net of income tax of $ 17.8 million

— — — 149,259 — — 149,259 13,238 162,497

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

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Balances, December 31, 2018 107,232,026 1,221 ( 1,344,012 ) 2,457,079 ( 1,950 ) 921,785 2,034,123 ( 219,334 ) 1,814,789

Cumulative effect, change in accounting for credit risk, net of tax of $ 2,735

— — — — ( 9,211 ) 9,211 — — —

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

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

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

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

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

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

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

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Balances, December 31, 2019 107,363,943 1,228 ( 1,410,998 ) 2,512,676 ( 1,679 ) 641,818 1,743,045 ( 201,573 ) 1,541,472

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

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

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

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

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

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Shares repurchased by the Company and held as treasury shares ( 120,513 ) — ( 11,533 ) — — — ( 11,533 ) — ( 11,533 )

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

Cash dividends declared — — — — — ( 106,993 ) ( 106,993 ) 44 ( 106,949 )

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

Distribution to noncontrolling interest — — — — — — — ( 6,238 ) ( 6,238 )

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Cash flows from operating activities:

Net income $ 311,378 $ 803,084 $ 889,254

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 2,326,946 ) $ 311,378 $ 803,084

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

Depreciation and amortization 725,502 624,878 550,596

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Loss on extinguishment of debt 4,601 12,437 4,391

Provision (benefit) for doubtful accounts 21,898 6,527 ( 6,711 )

Provision for credit losses 64,375 21,898 6,527

Change in derivatives fair value 13,060 3,228 4,520

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Accounts payable and accrued expenses ( 162,475 ) ( 61,910 ) 49,527

Net cash provided by operating activities 901,070 961,489 1,876,577

Net cash (used in) provided by operating activities ( 1,072,425 ) 901,070 961,489

Cash flows from investing activities:

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Purchase of investment securities — — ( 34,098 )

Proceeds from sale of assets 695 54,213 20,374

Cash acquired from business combination 4,604 — —

Proceeds from sale of assets and other 19,752 695 54,213

Net cash used in investing activities ( 265,759 ) ( 1,068,598 ) ( 1,222,810 )

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Repurchase of common stock ( 11,533 ) ( 66,986 ) ( 159,544 )

Finance lease payment ( 73 ) — —

Finance lease payments ( 5,916 ) ( 73 ) —

Proceeds from exercise of stock options 70 14,696 21,971

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Dividends paid ( 108,777 ) ( 566,521 ) ( 569,781 )

Distribution to noncontrolling interest ( 7,745 ) ( 305,372 ) ( 11,436 )

Income taxes paid from sale of ownership interest in subsidiary — — ( 25,176 )

Distributions to noncontrolling interest ( 6,238 ) ( 7,745 ) ( 305,372 )

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

Payment to acquire derivatives — — ( 3,900 )

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Capitalized stock-based compensation $ 2,212 $ 350 $ 11

(Income tax refunds received) cash paid for income taxes $ ( 16,811 ) $ 1,885 $ 37,089

Property and equipment acquired under capital lease $ 1,413 $ — $ 16,593

Cash paid for income taxes (income tax refunds received) $ 1,433 $ ( 16,811 ) $ 1,885

Property and equipment acquired under finance leases $ 56,215 $ 1,413 $ —

Liability settled with shares of common stock $ 6,720 $ 15,134 $ 1,800

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On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, that is owned 100% by the Company.

On September 20, 2019, and concurrently with the Refinancing Transactions (as defined and discussed in Note 7, "Long-Term Debt"), Wynn Resorts contributed all of its equity interests in Wynn Group Asia, Inc.

("Wynn Asia") to Wynn Resorts Finance, LLC, which was formerly known as Wynn America, LLC ("WRF"), making Wynn Asia a wholly owned subsidiary of WRF.

WRF is an indirect wholly owned subsidiary of Wynn Resorts.

Wynn Asia is a holding company that holds Wynn Resorts' approximately 72 % controlling interest in WML.

In October 2020, Wynn Interactive Ltd.

("Wynn Interactive") was formed through the merger (the "BetBull Acquisition") of Wynn Resorts' digital gaming businesses and Wynn Resorts' strategic partner, BetBull Limited ("BetBull").

The merger was effected through a series of transactions which resulted in the Company contributing to BetBull its interests in WSI US, LLC and Wynn Social Gaming, LLC, which operate Wynn Resorts' existing U.S.

online sports betting and gaming business and social casino business, respectively.

Following the merger, Wynn Resorts holds an approximately 72 % controlling interest in Wynn Interactive.

The results of its operations are presented within Corporate and other in the accompanying consolidated financial statements, except where otherwise noted.

For more information on the Betbull Acquisition, see Note 19, "Business Combination."

Macau Operations

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Las Vegas Operations

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately 192,000 square feet of casino space, 33 food and beverage outlets, 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 in Development Projects below), approximately 160,000 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, three nightclubs and a beach club and recreation and leisure facilities.

In December 2016, the Company entered into a joint venture arrangement (the "Retail Joint Venture") with Crown Acquisitions Inc.

("Crown") to own and operate approximately 88,000 square feet of existing retail space.

In November 2017, the Company contributed approximately 74,000 square feet of additional retail space to the Retail Joint Venture.

The Company opened the additional retail space during the fourth quarter of 2018.

For more information on the Retail Joint Venture, see Note 18, "Retail Joint Venture."

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, 31 food and beverage outlets, approximately 513,000 square feet of meeting and convention space, approximately 152,000 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, three nightclubs and a beach club and recreation and leisure facilities.

Encore Boston Harbor

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Development Projects

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

The facility features approximately 217,000 square feet of state-of-the-art meeting and convention space available for group reservations.

Subsequent Events

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China.

Currently, no fully effective vaccines have been developed and there can be no assurance that an effective vaccine can be discovered in time to protect against a potential pandemic.

In response, on February 4, 2020, the Macau government announced the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days.

On February 20, 2020, the Company's casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis, and are expected to fully reopen by March 20, 2020 (the deadline set by the Macau government for Macau casinos to fully reopen).

Since reopening, all casinos in Macau are subject to a number of government procedures which address the health and safety of staff and patrons, including limitations on the spacing of open tables and slot machines to ensure adequate distance between people, stopping patrons from congregating together, limiting the number of players and spectators at a table to three to four, temperature checks, mask protection, and health declarations.

Visitation to Macau has fallen precipitously since the outbreak of Coronavirus, driven by the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantines in certain cities in mainland China, and the suspension by the Hong Kong government of ferry service from Hong Kong to Macau until further notice.

The US government has put in place restrictions on travel to the US from mainland China, and could expand the restrictions.

A significant portion of the Company's US business relies on the willingness and ability of premium international customers to travel to the US, including from mainland China.

As such, the Company's Las Vegas Operations and operations at Encore Boston Harbor may also be adversely impacted.

The Coronavirus outbreak has had and will have an adverse effect on the Company's results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the Coronavirus 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.

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, casino operations in Macau were closed for a 15-day period in February 2020 and resumed on a reduced basis on February 20, 2020.

On March 20, 2020 casino operations were fully restored;

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

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 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, the Company is 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Encore Boston Harbor ceased all operations and closed to the public 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, capacity restrictions, and mask protection.

Subsequent to reopening, certain food and beverage outlets have remained temporarily closed and our hotel operations were limited to Thursday through Sunday.

On November 6, 2020, pursuant to a Massachusetts directive implementing an overnight curfew on certain businesses, Encore Boston Harbor limited its daily operating hours and temporarily closed the hotel tower.

On January 25, 2021, the limitations on operating hours were lifted, and Encore Boston Harbor restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

The protective measures, including capacity restrictions, are still in place.

The Company is 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.

Note 2 - Basis of Presentation and Significant Accounting Policies

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dollar-denominated and foreign currency-denominated securities.

Cash equivalents are carried at cost,

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

which approximates fair value.

Restricted cash primarily represents those amounts reserved in accordance with WML's share award plan.

Cash equivalents are carried at cost, which approximates fair value.

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

Accounts Receivable and Credit Risk

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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 initially recorded at cost.

An estimated allowance for doubtful accounts is maintained to reduce the Company's receivables to their carrying amount, which approximates fair value.

The allowance estimate reflects specific review of customer accounts and outstanding gaming promoter accounts as well as management's experience with historical and current collection trends and current economic and business conditions.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 and advances paid to gaming promoters.

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.

Gaming promoter advances are settled shortly after each month end.

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 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.

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Interest of $ 1.3 million, $ 53.9 million, and $ 57.3 million was capitalized for the years ended December 31, 2020, 2019, and 2018, respectively.

Intangible Assets

The Company's intangible assets 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.

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values in accordance with the applicable accounting standards.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions to determine the fair value of intangible assets.

Estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired trademarks from a market participant perspective, useful lives, and discount rates.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the Consolidated Statements of Operations.

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 as of October 1 of each year, 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 book value, then under the second step the carrying amount of the goodwill is compared to its implied fair value.

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

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The Company is the lessee under non-cancelable real estate and equipment leases.

Beginning on January 1, 2019 (the date of the Company's adoption of Topic 842, as defined and discussed further in "Recently Adopted Accounting Standards"), operating lease assets and liabilities are measured and recorded upon lease commencement at the present value of the future minimum lease payments.

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.

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Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities.

Prior to the adoption of Topic 842 on January 1, 2019, the Company did not record an asset or liability for any of its operating leases.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Lessor Arrangements

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The Company has elected to combine lease and nonlease components for the purpose of measuring lease revenue.

Lease revenue is recorded in Entertainment, retail and other revenue in the accompanying Consolidated Statements of Income.

Lease revenue includes the impact of rent concessions provided to tenants at the Company's Macau operations due to the adverse effects of the COVID-19 pandemic and is recorded in Entertainment, retail and other revenue in the accompanying Consolidated Statements of Operations.

Debt Issuance Costs

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The Company repaid the principal amount in full on March 30, 2018.

As of December 31, 2017, the fair value of the Redemption Note was $ 1.88 billion.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In determining this fair value, the Company estimated the Redemption Note's present value using discounted cash flows with a probability weighted expected return for redemption assumptions and a discount rate, which included time value and non-performance risk adjustments commensurate with the risk of the Redemption Note.

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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.

Commissions rebated to customers either directly or indirectly through games promoters

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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The Company offers loyalty programs at each of its resorts.

Under the programs at Encore Boston Harbor and the Company's Macau Operations, customers earn points based on their level of table games and slots play, which can be redeemed for free play, gifts and complimentary goods or services provided by the Company.

Under the program at its Las Vegas Operations, customers earn points based on their level of slots play, which can be redeemed for free play.

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 Income.

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.

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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 Topic 842.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As previously noted, Entertainment, retail and other revenue also includes lease revenue, which is recognized in accordance with the relevant accounting principles.

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 Income.

These taxes totaled $ 2.24 billion, $ 2.44 billion, and $ 2.17 billion for the years ended December 31, 2019, 2018, and 2017, respectively.

These gaming taxes are recorded as casino expenses in the accompanying Consolidated Statements of Operations.

These taxes totaled $ 527.5 million, $ 2.24 billion, and $ 2.44 billion for the years ended December 31, 2020, 2019, and 2018, respectively.

Advertising Costs

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Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and are expensed as incurred.

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

During the years ended December 31, 2019, and 2018, the Company incurred pre-opening expenses primarily in connection with the development of Encore Boston Harbor.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company is subject to income taxes in the U.S.

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Foreign Currency

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying Consolidated Statements of Income.

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 income (loss).

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and all other non-stockholder changes in equity or other comprehensive income (loss).

Components of the Company's comprehensive income are reported in the accompanying Consolidated Statements of Stockholders' Equity and Consolidated Statements of Comprehensive Income.

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' Equity (Deficit) and Consolidated Statements of Comprehensive Income (Loss).

Fair Value Measurements

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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 Income.

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, and based on the closing share price of the Company's stock on the grant date for nonvested share awards.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

nonvested share awards.

Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

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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 Omnibus Plan (as defined in Note 12, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in Note 12, "Stock-Based Compensation"), both at the time of grant for the period equal to the expected term.

Treasury yield curve for stock options issued under the Wynn Resorts Omnibus Plan and Wynn Interactive Omnibus Plan (as defined and discussed in Note 12, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in Note 12, "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.

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Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2016-02, Leases ("Topic 842"), which requires recognition of lease assets and liabilities on the balance sheet and disclosure of additional information about leasing activities.

The Company adopted this standard using a modified retrospective transition approach with an initial application date of January 1, 2019.

As a result, prior periods were not retrospectively adjusted and are not comparable to current periods.

The Company elected the practical expedient permitting lessees to carry forward historical lease classifications for existing arrangements.

The following is a summary of the significant impacts on the Company's balance sheet as of January 1, 2019:

• The Company recognized operating lease assets and liabilities of $ 154.1 million, which represented the discounted future minimum lease payments of all existing leases on the initial application date.

• The net carrying amount of a definite-lived intangible asset, which related to a leasehold interest in land and totaled $ 88.1 million, was reclassified to operating lease assets.

• Leasehold interests in land, net, which totaled $ 206.9 million, were reclassified to operating lease assets from property and equipment, net.

• Certain other initial direct cost assets, prepaid lease assets, and deferred rent accrued liabilities were reclassified to operating lease assets.

As the Company elected to carry forward historical lease classifications, an arrangement concluded to contain a capital lease under the previous standard was deemed a finance lease under Topic 842, with no resultant change in accounting other than the reclassification of associated initial direct costs from other assets to property and equipment, net.

There was no impact on the Company's operating income, net income or cash flows as a result of adopting Topic 842.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accounting Standards Issued But Not Yet Adopted

Financial Instruments - Credit Losses

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The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Consolidated Financial Statements.

Cloud Computing Arrangement Implementation Costs

In August 2018, the FASB issued ASU No.

2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract .

The ASU is intended to eliminate potential diversity in practice in accounting for costs incurred to implement cloud computing arrangements that are service contracts by requiring customers in such arrangements to follow internal-use software guidance with respect to such costs, with any resulting deferred implementation costs recognized over the term of the contract in the same income statement line item as the fees associated with the hosting element of the arrangement.

The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Consolidated Financial Statements.

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement .

The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820.

The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption.

All other amendments should be applied retrospectively to all periods presented upon their effective date.

The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Consolidated Financial Statements.

Note 3 - Cash, Cash Equivalents and Restricted Cash

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 - Receivables, net

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300,487 385,746

allowance for doubtful accounts ( 39,317 ) ( 32,694 )

allowance for credit losses ( 100,329 ) ( 39,317 )

$ 200,158 $ 346,429

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2020 and 2019, approximately 77.3 % and 79.0 %, 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 our customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 47.2 % and 12.4 % of gross casino receivables as of December 31, 2020 and 2019, respectively.

The increase in allowance for casino credit losses is primarily due to the impact of historical collection patterns and expectations of current and future collection trends in light of the COVID-19 pandemic, 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.

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 $ 39,317 $ 32,694

Provision for credit losses 64,375 21,898

Write-offs ( 4,692 ) ( 15,438 )

Recoveries of receivables previously written-off 1,264 84

Effect of exchange rate 65 79

Balance at end of period $ 100,329 $ 39,317

Note 5 - Property and Equipment, net

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Furniture, fixtures and equipment 3,093,481 2,932,483

Leasehold interests in land — 313,516

Airplanes 110,623 110,623

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$ 9,196,644 $ 9,623,832

As of December 31, 2019, construction in progress consisted primarily of costs capitalized, including interest, for the construction of the additional meeting and convention space at Wynn Las Vegas.

As of December 31, 2018, construction in progress consisted primarily of costs capitalized, including interest, for the construction of Encore Boston Harbor.

On June 23, 2019, Encore Boston Harbor opened and its associated construction in progress balance was placed into service.

As of December 31, 2020, construction in progress consisted primarily of costs capitalized for various capital enhancements at our properties.

As of December 31, 2019, construction in progress consisted primarily of costs capitalized, including interest, for the construction of the additional meeting and convention space at Wynn Las Vegas, which was placed into service during the first quarter of 2020.

Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $ 699.6 million, $ 602.9 million, and $ 546.1 million, respectively.

Beginning January 1, 2019, leasehold interests in land, net of related accumulated amortization were reclassified to operating lease assets with the adoption of Topic 842.

Land Acquisition

During the first quarter of 2018, the Company acquired approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas for $ 336.2 million, approximately 16 acres of which are subject to a ground lease that expires in 2097.

The Company expects to use this land for future development.

In accordance with asset acquisition accounting standards, the Company allocated the purchase price to the identifiable assets acquired based on the relative fair value of each component.

As a result, the Company recorded $ 247.0 million of the purchase price as land and $ 89.1 million of the purchase price as a finite-lived intangible asset, which was reclassified to Operating lease assets upon the adoption of Topic 842 on January 1, 2019.

For more information regarding the lease, see Note 15,"Leases."

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 - Intangible Assets, net

Intangible assets, net consisted of the following (in thousands):

Note 6 - Goodwill and Intangible Assets, net

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

Finite-lived intangible assets:

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105,756 113,602

Undeveloped land - Las Vegas — 89,101

Other finite-lived intangible assets 16,998 —

accumulated amortization ( 620 ) —

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Total indefinite-lived intangible assets 8,397 8,397

Total intangible assets, net

Balance at beginning of year 18,463 —

Acquisitions 121,039 18,463

Foreign currency translation 4,593 —

Balance end of period 144,095 18,463

Total goodwill and intangible assets, net

$ 278,195 $ 146,414

The Macau gaming concession is a finite-lived intangible asset that is being amortized over the 20 year life of the concession.

The Company expects that amortization of the Macau gaming concession will be $ 2.4 million each year in 2020 and 2021, and $ 1.2 million in 2022.

The Company expects that amortization of the Macau gaming concession will be $ 2.4 million in 2021 and $ 1.2 million in 2022.

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 2021 through 2033, and $ 3.7 million in 2034.

On January 1, 2019, the Company reclassified the Undeveloped land - Las Vegas, net of related accumulated amortization to operating lease assets with the adoption of Topic 842.

The Other finite-lived intangible assets consist of trademarks and customer lists acquired in connection with the Betbull Acquisition and are being amortized over ten and three years , respectively.

For more information on the Betbull Acquisition, see Note 19, "Business Combination." The Company expects that amortization of Other intangible assets will be $ 3.4 million each year from 2021 through 2022, $ 2.9 million for 2023, and approximately $ 1.0 million each year from 2024 through 2030.

The Company recognized goodwill of $ 121.0 million in 2020 in connection with the Betbull Acquisition, and the Company recognized $ 18.5 million of goodwill related to an insignificant acquisition in 2019.

Goodwill is included in Corporate and other as of December 31, 2020 and 2019.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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WML 5 1/2% Senior Notes, due 2027 750,000 750,000

WML 5 5/8% Senior Notes, due 2028 1,350,000 —

WML 5 1/8% Senior Notes, due 2029 1,000,000 1,000,000

and Corporate Related:

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WRF 7 3/4% Senior Notes, due 2025 600,000 —

WRF 5 1/8% Senior Notes, due 2029 750,000 750,000

Retail Term Loan, due 2025 (5)

615,000 615,000

Wynn America Senior Term Loan Facility, due 2021 (5)

Wynn Resorts Term Loan, due 2024 (5)

13,154,049 10,515,272

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Total long-term debt, net of current portion $ 12,469,362 $ 10,079,983

(1) Approximately $ 1.31 billion and $ 997.5 million of the Wynn Macau Term Loan bears interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively.

(1) The borrowings under the Wynn Macau Credit Facilities bear interest at LIBOR or HIBOR plus a margin of 1.50 % to 2.25 % per annum based on Wynn Resorts Macau S.A.’s leverage ratio.

(2) Approximately $ 717.3 million and $ 550.8 million of the Wynn Macau Term Loan bears interest at a rate of LIBOR plus 2.25 % per year and HIBOR plus 2.25 % per year, respectively.

As of December 31, 2020 and 2019, the weighted average interest rate was approximately 2.41 % and 3.95 %, respectively.

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(4) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75 % per year.

As of December 31, 2019, the interest rate was 3.55 %.

As of December 31, 2020 and 2019, the weighted average interest rate was 1.90 % and 3.55 %, respectively.

Additionally, as of December 31, 2020, the available borrowing capacity under the WRF Revolver was $ 117.9 million, net of $ 16.1 million in outstanding letters of credit.

The Company repaid $ 716.0 million of the outstanding borrowings under the WRF Revolver in February 2021.

(5) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70 % per year.

As of December 31, 2019 and 2018, the interest rate was 3.41 % and 4.78 %, respectively.

(5) The Wynn America Senior Term Loan Facility, and the Wynn Resorts Term Loan were prepaid in full on September 20, 2019, in connection with the Refinancing Transactions, as defined and discussed below.

As of December 31, 2020 and 2019, the effective interest rate was 2.70 % and 3.41 %, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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("Wynn Macau SA"), an indirect subsidiary of WML.

Wynn Macau SA has the ability to upsize the Wynn Macau Credit Facilities by an additional $ 1.0 billion in equivalent senior secured loans upon satisfaction of various conditions.

Wynn Macau SA borrows and repays its revolving credit facility from time to time as cash needs permit.

In December 2018, Wynn Macau SA amended the Wynn Macau Credit Facilities by entering into the Amended Common Terms Agreement.

The Wynn Macau Term Loan was previously repayable in graduating installments of between 2.50 % to 7.33 % of the principal amount on a quarterly basis commencing December 2018, with a final installment of 50 % of the principal amount repayable in September 2021;

and the final maturity of any outstanding borrowings from the Wynn Macau Revolver was previously repayable by September 2020.

Following the execution of the Amended Common Terms Agreement, the Wynn Macau Term Loan is repayable in graduating installments of between 2.875 % to 4.50 % of the principal amount on a quarterly basis commencing September 30, 2020, with a final installment of 75 % of the principal amount repayable in June 2022;

The Wynn Macau Term Loan is repayable in graduating installments of between 2.875 % to 4.50 % of the principal amount on a quarterly basis commencing September 30, 2020, with a final installment of 75 % of the principal amount repayable in June 2022;

and the final maturity of any outstanding borrowings from the Wynn Macau Revolver is in June 2022.

The Company prepaid $ 938.2 million, excluding contractual amortization payments of $ 100.7 million, on the Wynn Macau Term Loan during 2020 using the proceeds from issuances of WML Senior Notes and operating cash.

In January 2021, the Company prepaid $ 412.5 million of the Wynn Macau Term Loan, and accordingly, has presented that amount as a current liability on the accompany Consolidated Balance Sheet as of December 31, 2020.

The commitment fee required to be paid for unborrowed amounts under the Wynn Macau Revolver, if any, is between 0.52 % and 0.79 %, per annum, based on Wynn Macau SA's Leverage Ratio.

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the incurrence of additional indebtedness, the incurrence or creation of liens on any of its property, sale and leaseback transactions, the ability to dispose of assets, and making loans or other investments.

In addition, Wynn Macau SA is required by the financial covenants to maintain a Leverage Ratio of not greater than 4.25 to 1 and 4.00 to 1 for the fiscal years ending December 31, 2019 and December 31, 2020 and thereafter, respectively, and an Interest Coverage Ratio (as defined in the Wynn Macau Credit Facilities) of not less than 2.00 to 1 at any time.

In addition, Wynn Macau SA is required by the financial covenants to maintain a Leverage Ratio of not greater than 4.00 to 1 for the fiscal year ending December 31, 2020 and thereafter, and an Interest Coverage Ratio (as defined in the Wynn Macau Credit Facilities) of not less than 2.00 to 1 at any time.

Borrowings under the Wynn Macau Credit Facilities are guaranteed by Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, and by certain subsidiaries of the Company that own equity interests in Wynn Macau SA, and are secured by substantially all of the assets of Wynn Macau SA and Palo, and the equity interests in Wynn Macau SA.

Borrowings under the Wynn Macau Credit Facilities are not guaranteed by the Company or WML.

In connection with the gaming concession contract of Wynn Macau SA, Wynn Macau SA entered into a Bank Guarantee Reimbursement Agreement with Banco Nacional Ultramarino, S.A.

("BNU") for the benefit of the Macau government.

This guarantee 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 under the terms of the concession agreement and the payment of any gaming taxes.

As of December 31, 2019, the guarantee was in the amount of 300 million Macau patacas ("MOP") (approximately $ 37.4 million) and will remain at such amount until 180 days after the end of the term of the concession agreement in 2022.

BNU, as issuer of the guarantee, is currently secured by a second priority security interest in the senior lender collateral package.

From and after repayment of all indebtedness under the Wynn Macau Credit Facilities, Wynn Macau SA is obligated to promptly, upon demand by BNU, repay any claim made on the guarantee by the Macau government.

BNU is paid an annual fee for the guarantee of MOP 2.3 million (approximately $ 0.3 million).

The Company expects to repay the Wynn Macau Term Loan in an aggregate amount equivalent to the $ 1.0 billion of gross proceeds from the issuance of the 2029 WML Notes, as defined below, over the next two years , subject to generating sufficient future operating cash flows from its Macau Operations.

In February 2020, the Company prepaid $ 150.0 million of the Wynn Macau Term Loan, and accordingly, has presented that amount as a current liability on the accompany Consolidated Balance Sheet as of December 31, 2019.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

WML 4 7/8% Senior Notes due 2024 and 5 1/2% Senior Notes due 2027

On September 20, 2017, WML issued the $ 600 million 4 7/8% Senior Notes due 2024 (the "2024 WML Notes") and the $ 750 million of 5 1/2% Senior Notes due 2027 (the "2027 WML Notes" and together with the 2024 WML Notes, the "WML Notes").

WML used the net proceeds from the WML Notes and cash on hand to fund the cost of extinguishing the 5 1/4% Senior Notes due 2021.

The 2024 WML Notes bear interest at the rate of 4 7/8% per annum and mature on October 1, 2024.

The 2027 WML Notes bear interest at the rate of 5 1/2% per annum and mature on October 1, 2027.

Interest on the WML Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2018.

At any time prior to October 1, 2020 and October 1, 2022, WML may redeem the 2024 WML Notes and 2027 WML Notes, respectively, in whole or in part, at a redemption price equal to the greater of (a) 100 % of the principal amount of the WML Notes or (b) a "make-whole" amount as determined by an independent investment banker in accordance with the terms of the indentures for the WML Notes, dated as of September 20, 2017 (the "WML Indentures").

In either case, the redemption price would include accrued and unpaid interest.

In addition, at any time prior to October 1, 2020, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2024 WML Notes and the 2027 WML Notes, at a redemption price equal to 104.875 % of the aggregate principal amount of the 2024 WML Notes and 105.5 % of the aggregate principal amount of the 2027 WML Notes, as applicable.

On or after October 1, 2020 and October 1, 2022, WML may redeem the 2024 WML Notes and 2027 WML Notes, respectively, in whole or in part, at a premium decreasing annually from 102.438 % and 102.75 %, respectively, of the applicable principal amount to 100 % of the applicable principal amount, plus accrued and unpaid interest.

If WML undergoes a change of control (as defined in the WML Indentures), it must offer to repurchase the WML Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

In addition, WML may redeem the WML Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions.

Further, if a holder or beneficial owner of the WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the WML Indentures), WML may require the holder or beneficial owner to dispose of or redeem its WML Notes.

Upon the occurrence of (1) any event after which none of WML or any of its subsidiaries have such licenses, concessions, subconcessions or other permits or authorizations as necessary to conduct gaming activities in substantially the same scope as it does on the date of the WML Notes issuance, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of WML and its subsidiaries, taken as a whole, or (2) the termination, rescission, revocation or modification of any such licenses, concessions, subconcessions or other permits or authorizations which has had a material adverse effect on the financial condition, business, properties, or results of operations of WML and its subsidiaries, taken as a whole, each holder of the WML Notes will have the right to require WML to repurchase all or any part of such holders' WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The WML 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;

WML Senior Notes

During 2020, WML issued $ 1.0 billion of 5 1/2% Senior Notes due 2026 and $ 1.35 billion of 5 5/8% Senior Notes due 2028 (the “2026 and 2028 WML Senior Notes” and collectively with the WML 4 7/8% Senior Notes, due 2024, the WML 5 1/2% Senior Notes, due 2027, and the WML 5 1/8% Senior Notes, due 2029, the “WML Senior Notes”).

The Company used the proceeds from the 2026 and 2028 WML Senior Notes to facilitate repayments on the Wynn Macau Credit Facilities and for general corporate purposes.

The WML Senior Notes bear interest at each of their respective interest rates and interest is payable semi-annually.

In connection with the issuance of the 2026 and 2028 WML Senior Notes, the Company paid fees and expenses totaling $ 20.7 million, which were recorded as debt issuance costs within the Consolidated Balance Sheets.

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 Wynn Macau Credit Facilities and the WML Finance Credit Facility.

The WML 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.

WML 5 1/8% Senior Notes due 2029

On December 17, 2019, WML issued $ 1.0 billion 5 1/8% Senior Notes due 2029 (the "2029 WML Notes") pursuant to an indenture (the "WML 2029 Indenture").

WML expects to use the net proceeds from the 2029 WML Notes to facilitate the repayment of $ 1.0 billion of amounts outstanding under the Wynn Macau Term Loan, as described under Wynn Macau Credit Facilities .

The 2029 WML Notes bear interest at the rate of 5 1/8% per annum and mature on December 15, 2029.

Interest on the 2029 WML Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2020.

At any time prior to December 15, 2022, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2029 WML Notes at a redemption price equal to 105.125 % of the aggregate

and will be structurally subordinated to all existing and future obligations of WML's subsidiaries, including the Wynn Macau Credit Facilities.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

principal amount of the 2029 WML Notes, plus accrued and unpaid interest, if any.

At any time prior to December 15, 2024, WML may redeem the 2029 WML Notes in whole or in part at a redemption price equal to the greater of (a) 100 % of the aggregate principal amount of the 2029 WML Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the WML 2029 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after December 15, 2024, WML may redeem the 2029 WML Notes in whole or in part at a premium decreasing annually from 102.563 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest.

If WML undergoes a Change of Control (as defined in the WML 2029 Indenture), it must offer to repurchase the 2029 WML Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

In addition, WML may redeem the 2029 WML Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions.

Further, if a holder or beneficial owner of the 2029 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the WML 2029 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2029 WML Notes.

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 the 2029 WML Notes are issued, for a period of ten 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 2029 WML Notes will have the right to require WML to repurchase all or any part of such holder's 2029 WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The 2029 WML 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 WML's existing credit facilities.

The 2029 WML Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the 2029 WML Notes are subject to restrictions on transferability and resale.

The WML 2029 Indenture contains covenants limiting WML's (and certain of its subsidiaries') ability to, among other things:

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 certain of its subsidiaries’) ability to, among other things:

merge or consolidate with another company;

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and lease all or substantially all of its properties or assets.

The terms of the WML 2029 Indenture contain customary events of default, including, but not limited to:

default for 30 days in the payment when due of interest on the 2029 WML Notes;

default in the payment when due of the principal of, or premium, if any, on the 2029 WML Notes;

failure to comply with any payment obligations relating to the repurchase by WML of the 2029 WML Notes upon a change of control;

failure to comply with certain covenants in the WML 2029 Indenture;

certain defaults on certain other indebtedness;

failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $ 50 million;

and certain events of bankruptcy or insolvency.

In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2029 WML Notes then outstanding in an amount up to $ 1.0 billion will become due and payable immediately without further action or notice.

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.

and Corporate Related Debt

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On September 20, 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 $ 750.0 million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 WRF Notes") pursuant to an indenture (the "2029 Indenture") among the WRF Issuers, the guarantors party thereto, and U.S.

Bank National Association, as trustee (the "Trustee"), in a private offering.

The 2029 WRF Notes were issued at par.

Concurrently with the issuance of the 2029 WRF Notes, WRF entered into a credit agreement (the "WRF Credit Agreement") providing for a new first lien term loan facility in an aggregate principal amount of $ 1.0 billion (the "WRF Term Loan") and a new 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") (the WRF Credit Facilities and 2029 WRF Notes are collectively referred to as the "Refinancing Transactions").

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 750.0 million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes") pursuant to an indenture (the "2029 Indenture") among the WRF Issuers, the guarantors party thereto, and U.S.

Bank National Association, as trustee (the "Trustee").

Concurrently with the issuance of the 2029 WRF Senior Notes, WRF entered into a credit agreement (the "WRF Credit Agreement") providing for a new first lien term loan facility in an aggregate principal amount of $ 1.0 billion (the "WRF Term Loan") and a new 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") (the WRF Credit Facilities and 2029 WRF Notes are collectively referred to as the "Refinancing Transactions").

WRF used the net proceeds from the Refinancing Transactions to refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses totaling $ 19.3 million, of which $ 15.1 million was recorded as debt issuance costs within the Consolidated Balance Sheet.

3 unchanged sentences

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, payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities.

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 beginning in the fourth quarter of 2019, 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, Wynn Resorts Finance is subject to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the WRF Credit Agreement.

In addition, WRF is subject to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the WRF Credit Agreement.

Commencing with the fourth quarter of 2019, 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.

WRF 5 1/8% Senior Notes, due 2029

The 2029 WRF Notes will mature on October 1, 2029 and bear interest at the rate of 5 1/8% per annum, payable in arrears semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020.

The WRF Issuers may redeem some or all of the 2029 WRF Notes at any time at a redemption price equal to 100 % of the aggregate principal amount of the 2029 WRF Notes to be redeemed plus a make-whole premium, as defined in the 2029 Indenture, and accrued and unpaid interest.

On or after July 1, 2029, the WRF Issuers may redeem some or all of the 2029 WRF Notes at the redemption prices set forth in the 2029 Indenture plus accrued and unpaid interest.

In the event of a change of control triggering event, the WRF Issuers will be required to offer to repurchase the 2029 WRF Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 2029 WRF Notes are also subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2029 WRF Notes are the WRF Issuers' senior unsecured obligations and rank pari passu in right of payment with the WLV senior notes due 2023, 2025, and 2027, 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 Issuers' existing and future subordinated debt.

The 2029 WRF 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 2029 WRF Notes, including WML and its subsidiaries.

The 2029 WRF Notes are jointly and severally guaranteed by each of WRF's existing domestic restricted subsidiaries that guarantee indebtedness under the Credit Agreement, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025, and 2027.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 collectively amended to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2022 (unless earlier terminated by WRF), 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), amend the definition of "Consolidated EBITDA" in the WRF Credit Agreement during the Financial Covenant Increase Period, amend WRF's financial reporting obligations (including extensions to certain deadlines), add certain restrictions on restricted payments (including restrictions on a portion of dividends received from WRF's subsidiaries) during the Financial Covenant Relief Period and the Financial Covenant Increase Period, and amend the definition of "Material Adverse Effect" in the WRF Credit Agreement to take into consideration COVID-19.

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 requires 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).

Following the Financial Covenant Relief Period and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00.

WRF Senior Notes

On April 14, 2020, the WRF Issuers issued $ 600.0 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes" and collectively with the 2029 WRF Senior Notes, the “WRF Senior Notes”) pursuant to an indenture (the "2025 Indenture" and collectively with the 2029 Indenture, the “WRF Indentures”) among the WRF Issuers, the guarantors party thereto, and the Trustee.

The Company intends to use the proceeds from the 2025 Senior Notes for general corporate purposes.

The WRF Senior Notes bear interest at each of their respective interest rates and interest is payable semi-annually.

In connection with the issuance of the 2025 WRF Senior Notes and the 2029 WRF Senior Notes, the Company paid fees and expenses totaling $ 13.5 million, which were recorded as debt issuance costs within the Consolidated Balance Sheets.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2029 Indenture 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 2029 Indenture.

The 2029 Indenture also contains 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.

An event of default under the 2029 Indenture allows either the Trustee or the holders of at least 25 % in aggregate principal amount of the 2029 WRF Notes, as applicable, issued under such 2029 Indenture to accelerate the amounts due under the 2029 WRF Notes, or in the case of bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the 2029 WRF Notes.

The 2029 WRF Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act").

The 2029 WRF Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act.

The 2029 WRF Notes have not been and will not be registered under the Securities Act or under any state securities laws.

Therefore, the 2029 WRF 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.

Wynn America Credit Facilities

The Company's credit facilities included an $ 875.0 million fully funded senior secured term loan facility (the "WA Senior Term Loan Facility I"), a $ 125.0 million fully funded senior term loan facility (the "WA Senior Term Loan Facility II") and a $ 375.0 million senior secured revolving credit facility (the "WA Senior Revolving Credit Facility," and collectively, the "Wynn America Credit Facilities").

The borrower was Wynn America, LLC, an indirect wholly owned subsidiary of Wynn Resorts, Limited.

On September 20, 2019, the Wynn America credit facilities were repaid in full in connection with the Refinancing Transactions and the Wynn America credit agreement was terminated.

Wynn Resorts Term Loan

On October 30, 2018, the Company and certain subsidiaries of the Company entered into a credit agreement (as subsequently amended, the "WRL Credit Agreement") to provide for a $ 500.0 million six year term loan facility (the "WRL Term Loan I").

On March 8, 2019, the Company, certain subsidiaries of the Company, and certain incremental term facility lenders entered into an incremental joinder agreement that amended the WRL Credit Agreement to, among other things, provide the Company with an additional $ 250.0 million term loan (the "WRL Term Loan II," and, collectively with the WRL Term Loan I, the "Wynn Resorts Term Loan"), on substantially similar terms as the WRL Term Loan I.

On September 20, 2019, the Wynn Resorts Term Loan was prepaid in full in connection with the Refinancing Transactions and the WRL Credit Agreement was terminated.

Commitment Letter

On September 19, 2018, the Company entered into a commitment letter (the "Commitment Letter") to provide for a 364 -day term loan facility to the Company of up to $ 750.0 million.

On October 24, 2018, the Company agreed to terminate $ 500.0 million of the lenders' commitments under the Commitment Letter, in anticipation of entering into the WRL Credit Agreement.

On March 8, 2019, in connection with the WRL Term Loan II, the Company agreed to terminate the remaining $ 250.0 million of the lenders' commitments under the commitment letter.

Accordingly, there are no remaining commitments under the commitment letter.

The WRF Senior Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act").

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.

Redemption Price Promissory Note

2 unchanged sentences

The Redemption Note was recorded at fair value in accordance with applicable accounting guidance.

The Company repaid the

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

principal amount in full on March 30, 2018.

On March 30, 2018, the Company also paid an additional $ 463.6 million in settlement of certain legal claims concerning the Redemption Note, which is recorded as a Litigation settlement expense on the Consolidated Statements of Income for the year ended December 31, 2018.

WLV 4 1/4% Senior Notes due 2023

In May 2013, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.

("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued the $ 500.0 million 4 1/4% Senior Notes due 2023 (the "2023 WLV Notes") pursuant to an indenture, dated as of May 22, 2013 (the "2023 Indenture"), among the Issuers, the Guarantors (as defined below) and U.S.

Bank National Association, as trustee (the "Trustee").

The 2023 WLV Notes were issued at par.

The Issuers used the net proceeds from the 2023 WLV Notes to cover the cost of extinguishing the 7 7/8% First Mortgage Notes due November 2017.

The 2023 WLV Notes will mature on May 30, 2023 and bear interest at the rate of 4 1/4% per annum.

The Issuers may, at their option, redeem the 2023 WLV Notes, in whole or in part, at any time or from time to time prior to their stated maturity.

The redemption price for the 2023 WLV Notes that are redeemed before February 28, 2023 will be equal to the greater of (a) 100 % of the principal amount of the 2023 WLV Notes to be redeemed or (b) a "make-whole" amount described in the 2023 Indenture, plus in either case accrued and unpaid interest to, but not including, the redemption date.

The redemption price for the 2023 WLV Notes that are redeemed on or after February 28, 2023 will be equal to 100 % of the principal amount of the 2023 WLV Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2023 WLV Notes at 101 % of the principal amount, plus accrued and unpaid interest to but not including the repurchase date.

The 2023 WLV Notes are also subject to mandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.

The 2023 WLV Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with the Issuers' 2025 WLV Notes and 2027 WLV Notes (both defined below).

The 2023 WLV 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.

Such equity interests in Wynn Las Vegas, LLC also secure the Issuers' 2025 WLV Notes and 2027 WLV Notes.

If Wynn Resorts receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2023 WLV Notes will be released.

The 2023 WLV Notes are jointly and severally guaranteed by all of the Issuers' subsidiaries, other than Capital Corp., which was a co-issuer (the "Guarantors").

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 2023 Indenture contains covenants limiting the 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 2023 Indenture include, among others, the following:

default for 30 days in the payment of interest when due on the 2023 WLV Notes;

default in payment of the principal or premium, if any, when due on the 2023 WLV Notes;

failure to comply with certain covenants in the 2023 Indenture;

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 Issuers or any Guarantor, all 2023 WLV Notes then outstanding will become due and payable immediately without further action or notice.

On March 20, 2018, the Issuers executed a second supplemental indenture (the "Supplemental Indenture") to the 2023 Indenture, as supplemented by the 2025 Indenture, relating to the Issuers' 2023 WLV Notes.

The Supplemental Indenture amended the 2023 Indenture by conforming the definition of "Change of Control" relating to ownership of equity interests in the Company in the Indenture to the terms of the indentures governing the Issuers' other outstanding notes.

As part of executing the Supplemental Indenture, the Issuers paid $ 25.0 million to consenting holders of the 2023 WLV Notes.

The Company accounted for this transaction as a modification and recorded the $ 25.0 million as debt issuance costs on the Consolidated Balance Sheet.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

WLV 5 1/2% Senior Notes due 2025

In February 2015, the Issuers issued the $ 1.8 billion 5 1/2% Senior Notes due 2025 (the "2025 WLV Notes") pursuant to an indenture, dated as of February 18, 2015 (the "2025 Indenture"), among the Issuers, the Guarantors and the Trustee.

The 2025 WLV Notes were issued at par.

The Company used the net proceeds from the 2025 WLV Notes to cover the cost of extinguishing the 7 7/8% First Mortgage Notes due May 1, 2020 (the "7 7/8% 2020 Notes") and the 7 3/4% First Mortgage Notes due August 15, 2020 (the "7 3/4% 2020 Notes" and together with the 7 7/8% 2020 Notes, the "2020 Notes") and for general corporate purposes.

The 2025 WLV Notes will mature on March 1, 2025 and bear interest at the rate of 5 1/2% per annum.

The Issuers may, at their option, redeem the 2025 WLV Notes, in whole or in part, at any time or from time to time prior to their stated maturity.

The redemption price for the 2025 WLV Notes that are redeemed before December 1, 2024 will be equal to the greater of (a) 100 % of the principal amount of the 2025 WLV Notes to be redeemed and (b) a "make-whole" amount described in the 2025 Indenture, plus in either case accrued and unpaid interest, if any, to, but not including, the redemption date.

The redemption price for the 2025 WLV Notes that are redeemed on or after December 1, 2024 will be equal to 100 % of the principal amount of the 2025 WLV Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2025 WLV Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 2025 WLV Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.

The 2025 WLV Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with the Issuers' 2023 WLV Notes and 2027 WLV Notes.

The 2025 WLV Notes are unsecured, except by the first priority pledge by WLVH of its equity interests in Wynn Las Vegas, LLC.

Such equity interests in Wynn Las Vegas, LLC also secure the 2023 WLV Notes and 2027 WLV Notes.

If Wynn Resorts receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2025 WLV Notes will be released.

The 2025 WLV Notes are jointly and severally guaranteed by all of the Guarantors.

The guarantees are senior unsecured obligations 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 Issuers' subsidiaries that are not so subordinated and will be effectively subordinated in right of payment to all of such existing and future secured debt (to the extent of the collateral securing such debt).

The 2025 Indenture contains covenants limiting the 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 2025 Indenture include, among others, the following:

default for 30 days in the payment of interest when due on the 2025 WLV Notes;

default in payment of the principal, or premium, if any, when due on the 2025 WLV Notes;

failure to comply with certain covenants in the 2025 Indenture;

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 Issuers or any Guarantor, all 2025 WLV 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 the 2025 WLV Notes through open market purchases.

As of December 31, 2019, Wynn Resorts holds this debt and has not contributed it to its wholly owned subsidiary, Wynn Las Vegas, LLC.

WLV 5 1/4% Senior Notes due 2027

In May 2017, the Issuers issued the $ 900.0 million 5 1/4% Senior Notes due 2027 (the "2027 WLV Notes") pursuant to an indenture, dated as of May 11, 2017 (the "2027 Indenture"), among the Issuers, the Guarantors and the Trustee.

The 2027 WLV Notes were issued at par.

The Issuers used the net proceeds from the 2027 WLV Notes and cash on hand to fund the cost of extinguishing the 5 3/8% First Mortgage Notes due 2022 (the "2022 Notes").

The 2027 WLV Notes will mature on May 15, 2027 and bear interest at the rate of 5 1/4% per annum.

The Issuers may, at their option, redeem the 2027 WLV Notes, in whole or in part, at any time or from time to time prior to their stated maturity.

The redemption price for 2027 WLV Notes that are redeemed before February 15, 2027 will be equal to the greater of (a) 100 %

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

of the principal amount of the 2027 WLV Notes to be redeemed and (b) a "make-whole" amount described in the 2027 Indenture, plus in either case accrued and unpaid interest, if any, to, but not including, the redemption date.

The redemption price for the 2027 WLV Notes that are redeemed on or after February 15, 2027 will be equal to 100 % of the principal amount of the 2027 WLV Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2027 WLV Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 2027 WLV Notes are also subject to mandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.

The 2027 WLV Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with the Issuers' 2023 WLV Notes and 2025 WLV Notes and rank equally in right of payment with the Issuers' guarantee of the WRF Credit Facilities, and rank senior in right of payment to all of the Issuers' existing and future subordinated debt.

The 2027 WLV Notes are effectively subordinated in right of payment to all of the 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 Issuers' subsidiaries that do not guarantee the 2027 WLV Notes.

The 2027 WLV Notes are unsecured, except for the first priority pledge by WLVH of its equity interests in Wynn Las Vegas, LLC.

Such equity interests in Wynn Las Vegas, LLC also secure the 2023 WLV Notes and 2025 WLV Notes.

If Wynn Resorts, Limited receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2027 WLV Notes will be released.

The 2027 WLV Notes are jointly and severally guaranteed by all of the Guarantors.

The Company repaid the principal amount in full on March 30, 2018.

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"), $ 1.8 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.

The 2023 WLV Senior Notes, 2025 WLV Senior Notes, and 2027 WLV Senior Notes are collectively referred to as the “WLV Senior Notes.” The 2023 Indenture, 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 2027 Indenture contains covenants limiting the Issuers' and the Guarantors' ability to:

create liens on assets to secure 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;

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These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

The 2027 Indenture also provides that Wynn Resorts Finance, LLC may assume all of Wynn Las Vegas, LLC's obligations under the 2027 Indenture and the 2027 WLV Notes if certain conditions set forth in the 2027 Indenture are met.

Events of default under the 2027 Indenture include, among others, the following:

default for 30 days in the payment of interest when due on the 2027 WLV Notes;

default in payment of the principal, or premium, if any, when due on the 2027 WLV Notes;

failure to comply with certain covenants in the 2027 Indenture;

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 Issuers or any Guarantor, all 2027 WLV 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 the 2027 WLV Notes through open market purchases.

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 the 2025 WLV Senior Notes and 2027 WLV Senior Notes, respectively through open market purchases.

As of December 31, 2020, Wynn Resorts holds this debt and has not contributed it to its wholly owned subsidiary, Wynn Las Vegas, LLC.

The 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 (as defined in the indenture for the 2025 WLV Notes).

The 2023 WLV Notes, 2025 WLV Notes and 2027 WLV Notes were offered pursuant to an exemption under the Securities Act.

The 2023 WLV Notes, 2025 WLV Notes and 2027 WLV Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act.

The 2023 WLV Notes, 2025 WLV Notes and 2027 WLV Notes have not been and will not be registered under the Securities Act or under any state securities laws.

Therefore, the 2023 WLV Notes, 2025 WLV Notes and 2027 WLV 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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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, 2019, the fair value of the interest rate collar was a liability of $ 3.8 million and was recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheet.

As of December 31, 2020, the fair value of the interest rate collar was a liability of $ 16.9 million, of which $ 5.4 million was recorded in Other accrued liabilities and $ 11.5 million was recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheets.

On May 5, 2020, the Retail Borrowers entered into an amendment (the "Retail Term Loan Agreement Amendment") to its existing retail term loan agreement (the "Retail Term Loan Agreement").

The Retail Term Loan Agreement Amendment amends the Retail Term Loan Agreement to, among other things, temporarily suspend the requirement to maintain certain financial ratios to avoid triggering excess cash sweep provisions from the first quarter of 2020 through the fourth quarter of 2021.

Debt Covenant Compliance

As of December 31, 2020, management believes the Company was in compliance with all debt covenants.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Scheduled Maturities of Long-Term Debt

3 unchanged sentences

2024 2,103,500

2025 2,995,000

Thereafter 5,730,000

Unamortized debt issuance costs and original issue discounts and premium, net ( 88,279 )

(1) Includes $ 150.0 million related to the prepayment of the Wynn Macau Term Loan paid in February 2020.

(1) Includes $ 412.5 million related to the prepayment of the Wynn Macau Term Loan paid in January 2021.

The remaining contractual amortization payments were reduced on a pro rata basis by $ 412.5 million.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair Value of Long-Term Debt

1 unchanged sentence

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).

Note 8 - Stockholders' Equity

Equity Offering

On April 3, 2018, the Company completed a registered public offering (the "Equity Offering") of 5,300,000 newly issued shares of its common stock, par value $ 0.01 per share, at a price of $ 175 per share for proceeds of $ 915.2 million, net of $ 11.7 million in underwriting discounts and $ 0.6 million in offering expenses.

The Company used the net proceeds from the Equity Offering to repay all amounts borrowed under a Wynn Resorts bridge facility, together with all interest accrued thereon, and used the remaining net proceeds to repay certain other indebtedness of the Company in April 2018.

Note 8 - Stockholders' Equity (Deficit)

Equity Offerings

On April 3, 2018, the Company completed a registered public offering of 5,300,000 newly issued shares of its common stock, par value $ 0.01 per share, at a price of $ 175 per share for proceeds of $ 915.2 million, net of $ 11.7 million in underwriting discounts and $ 0.6 million in offering expenses.

The Company used the net proceeds from this equity offering to repay all amounts borrowed under a Wynn Resorts bridge facility, together with all interest accrued thereon, and used the remaining net proceeds to repay certain other indebtedness of the Company in April 2018.

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $ 0.01 per share, at a price of $ 115.00 per share for proceeds of $ 842.4 million, net of $ 17.2 million in underwriting discounts and commissions.

The Company intends to use the net proceeds from this equity offering for general corporate purposes, including the repayment of debt.

The Company's board of directors has authorized an equity repurchase program of up to $ 1.0 billion, which may include repurchases from time to time through open market purchases or negotiated transactions, depending on market conditions.

During the year ended December 31, 2020, the Company did not repurchase any of its shares under the program.

During the years ended December 31, 2019 and December 31, 2018, the Company repurchased 413,439 and 1,478,552 shares, respectively, at a net cost of $ 43.2 million and $ 156.7 million, respectively, under the equity repurchase program.

During the year ended December 31, 2017, no repurchases were made under the equity repurchase program.

As of December 31, 2020, the Company had $ 800.1 million in repurchase authority under the program.

During the years ended December 31, 2020, 2019, and 2018, the Company withheld a total of 120,513 shares, 176,989 shares, and 19,120 shares, respectively, in satisfaction of tax withholding obligations on vested restricted stock and stock option exercises.

During the first quarter of 2019, the Company paid a cash dividend of $ 0.75 per share and $ 1.00 per share for the three subsequent quarters, for annual cash dividends of $ 3.75 per share.

During the first quarter of 2018, the Company paid a cash dividend of $ 0.50 per share and $ 0.75 per share for the three subsequent quarters, for annual cash dividends of $ 2.75 per share.

In each quarter of 2017, the Company paid a cash dividend of $ 0.50 per share, for annual cash dividends of $ 2.00 per share.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the first quarter of 2020, the company paid a cash dividend of $ 1.00 per share.

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

During the first quarter of 2019, the Company paid a cash dividend of $ 0.75 per share and $ 1.00 per share for each of the the three subsequent quarters, for annual cash dividends of $ 3.75 per share.

During the first quarter of 2018, the Company paid a cash dividend of $ 0.50 per share and $ 0.75 per share for each of the three subsequent quarters, for annual cash dividends of $ 2.75 per share.

During the years ended December 31, 2020, 2019 and 2018, the Company recorded $ 107.5 million, $ 403.0 million, and $ 294.9 million, respectively, as a reduction of retained earnings from cash dividends declared.

On February 6, 2020, the Company announced a cash dividend of $ 1.00 per share, payable on March 6, 2020, to stockholders of record as of February 26, 2020.

Noncontrolling Interests

2 unchanged sentences

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.

The WML board of directors concluded not to recommend the payment of a dividend with respect to the year ended December 31, 2019 due to the financial impact of the COVID-19 pandemic.

On September 16, 2019, WML paid a cash dividend of HK$ 0.45 per share for a total of $ 298.0 million.

2 unchanged sentences

The Company's share of this dividend was $ 215.0 million with a reduction of $ 83.0 million to noncontrolling interest in the accompanying Consolidated Balance Sheet.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On October 5, 2018, WML paid a cash dividend of HK$ 0.75 per share for a total of $ 496.6 million.

2 unchanged sentences

The Company's share of this dividend was $ 358.8 million with a reduction of $ 138.3 million to noncontrolling interest in the accompanying Consolidated Balance Sheet.

On September 15, 2017, WML paid a dividend of HK$ 0.21 per share for a total of $ 139.4 million.

The Company's share of this dividend was $ 100.6 million with a reduction of $ 38.8 million to noncontrolling interest in the accompanying Consolidated Balance Sheet.

On June 20, 2017, WML paid a dividend of HK$ 0.42 per share for a total of $ 279.9 million.

The Company's share of this dividend was $ 202.0 million with a reduction of $ 77.9 million to noncontrolling interest in the accompanying Consolidated Balance Sheet.

During the year ended December 31, 2019, the Retail Joint Venture made aggregate distributions of $ 7.7 million to its non-controlling interest holder made in the normal course of business.

During the years ended December 31, 2020 and 2019, the Retail Joint Venture made aggregate distributions of $ 6.2 million and $ 7.7 million, respectively to its non-controlling interest holder made in the normal course of business.

During the year ended December 31, 2018, the Retail Joint Venture made aggregate distributions of $ 305.4 million to its non-controlling interest holder in connection with the distribution of the net proceeds of the Retail Term Loan and distributions made in the normal course of business.

For more information on the Retail Joint Venture, see Note 18, "Retail Joint Venture".

Redemption of Securities

Wynn Resorts' articles of incorporation provide that, to the extent a gaming authority makes a 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 or any affiliates application for, receipt of, approval for, right to the use of, or entitlement to, any gaming license, Wynn Resorts may redeem shares of its capital stock that are owned or controlled by an unsuitable person or its affiliates.

The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, the sum deemed by the Board of Directors to be the fair value of the securities to be redeemed.

If Wynn Resorts determines the redemption price, the redemption price will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on the trading day before the redemption notice is given.

If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price of the shares as quoted on The Nasdaq Global Select Market or if the closing price is not reported, the mean between the bid and ask prices, as quoted by any other generally recognized reporting system.

Wynn Resorts' right of redemption is not exclusive of any other rights that it may have or later acquire under any agreement, its bylaws or otherwise.

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 the Board of Directors of Wynn Resorts elects.

Based on the Board of Directors' finding of "unsuitability," on February 18, 2012, Wynn Resorts redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts' common stock.

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

6 unchanged sentences

January 1, 2018 $ ( 553 ) $ ( 1,292 ) $ — $ ( 1,845 )

Change in net unrealized loss ( 2,766 ) ( 563 ) — ( 3,329 )

December 31, 2017 ( 553 ) ( 1,292 ) — ( 1,845 )

Cumulative credit risk adjustment (1)

8 unchanged sentences

December 31, 2019 ( 1,679 ) — — ( 1,679 )

Change in net unrealized gain 5,283 — — 5,283

Other comprehensive income 5,283 — — 5,283

December 31, 2020 $ 3,604 $ — $ — $ 3,604

(1) On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No.

26 unchanged sentences

The Company matches 50 % of employee contributions, up to 6 % of employees' eligible compensation.

During the years ended December 31, 2019, 2018 and 2017, the Company recorded matching contribution expenses of $ 6.9 million, $ 6.4 million, and $ 6.1 million, respectively.

During the year ended December 31, 2020, the Company did not match employee contributions.

During the years ended December 31, 2019 and 2018, the Company recorded matching contribution expenses of $ 6.9 million, and $ 6.4 million, respectively.

Wynn Macau SA also operates a defined contribution retirement benefit plan (the "Wynn Macau Plan").

9 unchanged sentences

Wynn Las Vegas, LLC contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the Southern Nevada Culinary and Bartenders Union collective-bargaining agreement, which 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.

The legal name of the multi-employer pension plan is the Southern Nevada Culinary and Bartenders Pension Plan (the "Plan") (EIN:

23 unchanged sentences

$ 656,305 $ 854,005 $ ( 197,700 ) $ 854,005 $ 978,600 $ ( 124,595 )

(1) Casino outstanding chips 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.

(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.

8 unchanged sentences

Note 12 - Stock-Based Compensation

Wynn Resorts, Limited

The Company's 2002 Stock Incentive Plan, as amended and restated (the "WRL 2002 Plan"), allowed it to grant stock options and nonvested shares of Wynn Resorts' common stock to eligible directors, officers, employees, and consultants of the Company.

Under the WRL 2002 Plan, a maximum of 12,750,000 shares of the Company's common stock was reserved for issuance.

On May 16, 2014, the Company adopted the Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the "Omnibus Plan") after approval from its stockholders.

The 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 the same eligible participants as the WRL 2002 Plan.

Under the approval of the Omnibus Plan, no new awards may be made under the WRL 2002 Plan.

The outstanding awards under the WRL 2002 Plan were transferred to the Omnibus Plan and will remain pursuant to their existing terms and related award agreements.

The Company reserved 4,409,390 shares of its common stock for issuance under the Omnibus Plan.

These shares were transferred from the remaining available amount under the WRL 2002 Plan.

The Omnibus Plan is administered by the Compensation Committee (the "Committee") of the Wynn Resorts Board of Directors.

The Committee has discretion under the Omnibus Plan regarding which type of awards to grant, the vesting and service requirements, exercise price, and other conditions, in all cases subject to certain limits.

For stock options, the exercise price of stock options must be at least equal to the fair market value of the stock on the date of grant and the maximum term of such an award is 10 years.

As of December 31, 2019, the Company had an aggregate of 2,640,796 shares of its common stock available for grant as share-based awards under the Omnibus Plan.

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, 2020, the Company had an aggregate of 3,495,890 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.

WML Share Option Plan ("WML Share Option Plan")

WML adopted the WML Share Option Plan for the grant of stock options to purchase shares of WML to eligible directors and employees 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 S hare O ption P lan was adopted for a period of 10 years commencing from May 30, 2019.

The maximum number of shares which may be issued pursuant to the WML Share Option Plan is 519,695,860 shares.

As of December 31, 2020, there were 510,800,860 shares available for issuance under the WML Share Option Plan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

WML Employee Share Ownership Scheme (the "WML Share Award Plan")

On June 30, 2014, WML adopted the WML Share Award Plan.

The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible employees.

The WML Share Award Plan has been mandated under the plan to allot, issue and process the transfer of a maximum of 75,000,000 shares.

As of December 31, 2020, there were 50,290,387 shares available for issuance under the WML Share Award Plan.

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, 2020, there were 20,573 shares available to grant under the WIL Omnibus Plan.

Stock Options

The summary of stock option activity under the Omnibus Plan for the year ended December 31, 2019 is presented below:

The summary of stock option activity for the year ended December 31, 2020 is presented below:

Options Weighted

WRL Omnibus Plan

Outstanding as of January 1, 2020 23,700 $ 80.42

Granted — $ —

Exercised — $ —

3 unchanged sentences

Exercisable as of December 31, 2020 23,700 $ 80.42 5.16 $ 768,046

The following is provided for stock options under the Omnibus Plan (in thousands):

Years Ended December 31,

2019 2018 2017

Intrinsic value of stock options exercised $ 24,731 $ 22,387 $ 29,716

Cash received from the exercise of stock options $ 14,696 $ 20,148 $ 61,506

As of December 31, 2019, there was no unamortized compensation expense related to stock options.

Nonvested and performance nonvested shares

The summary of nonvested and performance nonvested share activity under the Omnibus Plan for the year ended December 31, 2019 is presented below:

Shares Weighted

Nonvested as of January 1, 2019 526,387 $ 127.84

Granted 413,697 119.61

Vested ( 151,808 ) 117.88

Forfeited ( 43,825 ) 138.78

Nonvested as of December 31, 2019 744,451 $ 123.62

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 revenue and Adjusted Property EBITDA fair share metrics (as approved by the Company's Compensation Committee of the Board of Directors) are attained over either a one or three-year performance period.

The Company records expense for these awards if it determines that vesting is probable.

At December 31, 2019, 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.

The following is provided for the share awards under the Omnibus Plan (in thousands, except weighted average grant date fair value):

Years Ended December 31,

2019 2018 2017

Weighted average grant date fair value $ 119.61 $ 170.13 $ 109.28

Fair value of shares vested $ 19,428 $ 13,024 $ 45,801

As of December 31, 2019, there was $ 58.1 million of unamortized compensation expense related to nonvested shares, which is expected to be recognized over a weighted average period of 2.16 years.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Annual Incentive Bonus

Certain members of the Company's executive 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 $ 6.7 million for the years ended December 31, 2019 and 2018, respectively, and $ 23.7 million for the year ended December 31, 2017.

The Company settled its obligations for the 2019 and 2018 annual incentive bonuses by issuing 44,788 and 58,783 of vested shares, respectively, with a weighted-average grant date fair value of $ 150.03 and $ 113.55 , respectively, in January of the respective following year.

The Company settled the obligation for the 2017 annual incentive bonus by issuing 141,216 of vested shares with a weighted average grant date fair value of $ 167.82 in December 2017 and January 2018.

Wynn Macau, Limited

The Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock.

WML Share Option Plan

WML adopted a stock incentive plan, for the grant of stock options to purchase shares of WML to eligible directors and employees of WML and its subsidiaries, on September 16, 2009 ( the “Original Share Option Plan”) until it was terminated on May 30, 2019 upon the adoption of a new share option plan ( the “ WML Share O ption P lan”) on May 30, 2019.

Upon the adoption of the WML Share Option Plan, no further options may be offered or granted under the O riginal S hare O ption Plan but in all other respects the provisions of the O riginal S hare O ption Plan shall remain in full force and effect in respect of options which are granted during the life of the O riginal S hare O ption Plan and which remain unexpired immediately prior to the termination of the operation of the O riginal S hare O ption Plan .

The WML S hare O ption P lan was adopted for a period of 10 years commencing from May 30, 2019.

The maximum number of Shares which may be issued pursuant to the WML Share Option Plan is 519,695,860 Shares.

Except for the number of the options that may be granted and the expiration date of the WML Share Option Plan, the terms of the WML Share Option Plan and Original Share Option Plan are the same in all material respects.

As of December 31, 2019, no options have been granted or are outstanding under the WML Share Option Plan.

The summary of stock option activity under the Original Share Option Plan for the year ended December 31, 2019 is presented below:

Options Weighted

Term (years) Aggregate

Outstanding as of January 1, 2020 11,013,400 $ 2.51

1 unchanged sentence

Exercised ( 50,000 ) $ 1.41

Forfeited or expired — —

Outstanding as of December 31, 2020 19,858,400 $ 2.36 7.52 $ 305,363

1 unchanged sentence

Exercisable as of December 31, 2020 7,033,400 $ 2.53 5.03 $ 233,592

WIL Omnibus Plan

Outstanding as of January 1, 2020 — $ —

Granted 80,846 $ 1,236.00

Assumed in business combination 9,452 $ 264.00

Forfeited or expired — $ —

Outstanding as of December 31, 2020 90,298 $ 1,134.00 9.92 $ ( 57,716 )

Fully vested and expected to vest as of December 31, 2020 90,298 $ 1,134.00 9.92 $ ( 57,716 )

Exercisable as of December 31, 2020 4,229 $ 238.00 9.69 $ 1,088

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is provided for stock options under the Original Share Option Plan (in thousands, except weighted average grant date fair value):

The following is provided for stock options under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):

Years Ended December 31,

2020 2019 2018

WRL Omnibus Plan (1)

Intrinsic value of stock options exercised $ — $ 24,731 $ 22,387

Cash received from the exercise of stock options $ — $ 14,696 $ 20,148

WML Share Option Plan (2)

Weighted average grant date fair value $ 0.54 $ 0.55 $ 0.57

1 unchanged sentence

Cash received from the exercise of stock options $ 70 $ — $ 1,823

WIL Omnibus Plan (3)

Weighted average grant date fair value $ 147 $ — $ —

(1) As of December 31, 2020, there was no unamortized compensation expense related to stock options.

(2) As of December 31, 2020, there was $ 6.2 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 4.03 years.

Share Award Plan

On June 30, 2014, the Company's majority-owned subsidiary, WML, approved and adopted the WML Employee Ownership Scheme (the "Share Award Plan").

The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible employees.

The Share Award Plan is administered by WML's Board of Directors and has been mandated under the plan to allot, issue and process the transfer of a maximum of 50,000,000 shares.

The Board of Directors has discretion on the vesting and service requirements, exercise price and other conditions, subject to certain limits.

As of December 31, 2019, there were 31,029,177 shares available for issuance under the Share Award Plan.

The summary of nonvested share activity under the Share Award Plan for the year ended December 31, 2019 is presented below:

(3) As of December 31, 2020, there was $ 12.8 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.78 years.

Option Valuation Inputs

There were no stock options granted under the WRL Omnibus Plan during the years ended December 31, 2020, 2019, and 2018.

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:

Years Ended December 31,

2020 2019 2018

Expected dividend yield 4.7 % 5.7 % 5.7 %

Expected volatility 42.6 % 40.7 % 40.2 %

Risk-free interest rate 1.0 % 1.4 % 2.3 %

Expected term (years) 6.5 6.5 6.5

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:

Year Ended December 31,

Expected dividend yield — %

Expected volatility 50.0 %

Risk-free interest rate 0.61 %

Expected term (years) 6.5

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Nonvested and performance nonvested shares

The summary of nonvested and performance nonvested share activity under the Company's stock-based compensation plans for the year ended December 31, 2020 is presented below:

Shares Weighted

WRL Omnibus Plan

Nonvested as of January 1, 2020 744,451 $ 123.62

3 unchanged sentences

Nonvested as of December 31, 2020 929,635 $ 112.11

The weighted average grant date fair value for shares granted during the year and the total fair value of shares vested under the Share Award Plan is presented below (in thousands, except weighted average grant date fair value):

WML Share Award Plan

Nonvested as of January 1, 2020 9,666,163 $ 2.36

Granted 6,747,501 $ 1.86

Vested ( 4,526,175 ) $ 1.67

Forfeited ( 1,008,711 ) $ 2.47

Nonvested as of December 31, 2020 10,878,778 $ 2.33

Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions.

The Company records expense for these awards if it determines that vesting is probable.

At December 31, 2020, 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.

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):

Years Ended December 31,

2020 2019 2018

WRL Omnibus Plan

Weighted average grant date fair value $ 99.21 $ 119.61 $ 170.13

Fair value of shares vested $ 34,068 $ 19,428 $ 13,024

As of December 31, 2019, there was $ 13.3 million of unamortized compensation expense, which is expected to be recognized over a weighted average period of 2.38 years.

WML Share Award Plan

Weighted average grant date fair value $ 1.86 $ 2.43 $ 3.07

Fair value of shares vested $ 8,371 $ 5,139 $ 12,442

As of December 31, 2020, there was $ 63.4 million of unamortized compensation expense related to nonvested shares, which is expected to be recognized over a weighted average period of 1.66 years under the WRL Omnibus Plan.

As of December 31, 2020, there was $ 14.1 million of unamortized compensation expense, which is expected to be recognized over a weighted average period of 1.35 years under the WML Share Award Plan.

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 $ 5.7 million for the year ended December 31, 2020, and $ 6.7 million for each of the years ended December 31, 2019 and 2018.

The Company settled its

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

obligations for the 2020, 2019, and 2018 annual incentive bonuses by issuing 58,058 , 44,788 , 58,783 of vested shares with a weighted-average grant date fair value of $ 108.03 , $ 150.03 , and $ 113.55 , in January of the respective following year.

Compensation Cost

2 unchanged sentences

2020 2019 2018

Casino $ 7,903 $ 5,946 $ 6,954

$ 8,538 $ 7,903 $ 5,946

Rooms 1,618 1,046 437

8 unchanged sentences

Total stock-based compensation costs $ 64,466 $ 40,722 $ 35,051

(1) In 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

(2) In 2018, reflects the reversal of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

During the years ended December 31, 2019, 2018 and 2017, the Company recognized income tax benefits in the Consolidated Statements of Income of $ 5.8 million, $ 5.7 million, and $ 10.8 million, respectively, related to stock-based compensation expense.

During the years ended December 31, 2020, 2019 and 2018, the Company recognized income tax benefits in the Consolidated Statements of Operations of $ 9.3 million, $ 5.8 million, and $ 5.7 million, respectively, related to stock-based compensation expense.

Additionally, during the years ended December 31, 2020, 2019, and 2018, the Company realized tax benefits of $ 3.7 million, $ 8.4 million, and $ 4.6 million, respectively, related to stock option exercises and restricted stock vesting that occurred in those years.

Option Valuation Inputs

There were no stock options granted under the Omnibus Plan during the years ended December 31, 2019, 2018, and 2017.

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:

Years Ended December 31,

2019 2018 2017

Expected dividend yield 5.7 % 5.7 % 5.7 %

Expected volatility 40.7 % 40.2 % 41.5 %

Risk-free interest rate 1.4 % 2.3 % 1.1 %

Expected term (years) 6.5 6.5 6.5

Note 13 - Income Taxes

15 unchanged sentences

State ( 1,095 ) 3,682 ( 14,973 )

Foreign ( 78 ) — —

Total 562,485 174,190 ( 498,654 )

8 unchanged sentences

Global intangible low-taxed income — % 10.1 % 28.3 %

Change in tax rate — % — % ( 11.8 ) %

Repatriation of foreign earnings — % — % 81.0 %

Valuation allowance, other ( 11.1 ) % 20.6 % 9.3 %

2 unchanged sentences

Wynn Macau SA received a five year exemption from Macau's 12 % Complementary Tax on casino gaming profits through December 31, 2020.

Accordingly, for the years ended December 31, 2019, 2018 and 2017, the Company was exempt from the payment of such taxes totaling $ 77.7 million, $ 96.8 million, and $ 63.0 million or $ 0.73 , $ 0.90 , and $ 0.61 per diluted share, respectively.

For the years ended December 31, 2019 and 2018, the Company was exempt from the payment of such taxes totaling $ 77.7 million and $ 96.8 million or $ 0.73 and $ 0.90 per diluted share, respectively.

For the year ended December 31, 2020, the Company did not have any casino gaming profits in Macau.

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.

In April 2020, Wynn Macau SA received an extension of the exemption from Macau's 12 % Complementary Tax on casino gaming profits earned from January 1, 2021 to June 26, 2022, the expiration date of the gaming concession agreement.

Wynn Macau SA also entered into an agreement with the Macau government that provides for an annual payment of MOP 12.8 million (approximately $ 1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA on dividend distributions through 2020.

As a result of the stockholder dividend tax agreements, income tax expense includes $ 1.6 million for each of the years ended December 31, 2020, 2019, and 2018.

In March 2020, Wynn Macau SA applied for an extension of this agreement for an additional five years through 2025.

The extension is subject to approval and may only extend through June 26, 2022, the expiration date of the gaming concession agreement.

The Macau special gaming tax is 35 % of gross gaming revenue.

1 unchanged sentence

In February 2010, the Company and the IRS entered into a Pre-Filing Agreement ("PFA") providing that the Macau special gaming tax qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S.

In December 2017, the U.S.

Tax Cuts and Jobs Act ("U.S.

tax reform") was enacted.

Also in December 2017, the SEC staff issued Staff Accounting Bulletin No.

118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed the Company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date.

For the year ended December 31, 2017, the Company recorded a provisional net tax benefit of $ 339.9 million based on the Company's initial analysis of the U.S.

During the fourth quarter of 2018, the Company finalized its analysis of U.S.

tax reform, which was further clarified by guidance issued by the Internal Revenue Service in the fourth quarter of 2018.

The guidance addressed the treatment of foreign-sourced royalties and the allocation of interest expense and other

During the year ended December 31, 2020, the Company did not recognize any tax benefits for FTCs generated by the earnings of Wynn Macau SA.

During the years ended December 31, 2019 and 2018, the Company recognized tax benefits of

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

expenses to foreign source income.

As a result, the Company adjusted its valuation allowance for FTC carryovers and recorded a net tax benefit of $ 390.9 million, which is incremental to the $ 339.9 million provisional net tax benefit recorded in 2017.

During the years ended December 31, 2019, 2018 and 2017, the Company recognized tax benefits of $ 32.9 million, $ 82.8 million and $ 746.6 million, respectively (net of valuation allowance and uncertain tax positions), for FTCs generated from the earnings of Wynn Macau SA.

$ 32.9 million and $ 82.8 million, respectively (net of valuation allowance and uncertain tax positions) for FTCs generated from the earnings of Wynn Macau SA.

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, 2019 and 2018, the aggregate valuation allowance for deferred tax assets increased by $ 115.5 million and decreased by $ 746.6 million, respectively.

During the years ended December 31, 2020 and 2019, the aggregate valuation allowance for deferred tax assets increased by $ 227.3 million and $ 115.5 million, respectively.

The 2020 increase is primarily related to the realizability of FTCs, intangible assets, U.S.

loss carryforwards and other U.S.

deferred tax assets.

The 2019 increase is primarily related to the realizability of deferred tax assets related to disallowed interest expense carryforwards.

The 2018 decrease is primarily related to the expiration of FTCs.

The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrued dividends of $ 1.2 million, $ 5.7 million, and $ 2.0 million for the years ended December 31, 2020, 2019, and 2018, respectively, in excess of the amounts reported for such items as compensation costs under accounting standards related to stock-based compensation.

5 unchanged sentences

Disallowed interest expense carryforward 138,339 88,319

Net operating loss carryforward 45,015 —

Lease liability 22,826 23,650

Construction in progress — 42,528

Property and Equipment 3,048 —

Receivables, inventories, accrued liabilities and other 25,882 15,279

21 unchanged sentences

Property and equipment ( 4,234 ) ( 8,672 )

Net deferred tax asset $ 562,262 $ 736,452

Intangibles ( 2,402 ) —

( 6,636 ) ( 8,672 )

Net deferred tax (liability) asset $ ( 1,371 ) $ 562,262

FTC carryforwards of $ 530.4 million expired on December 31, 2020.

As of December 31, 2020, the Company had FTC carryforwards (net of uncertain tax positions) of $ 2.5 billion.

Of this amount, $ 530.4 million will expire in 2020, $ 540.3 million in 2021, $ 756.0 million in 2023, $ 710.7 million in 2024, $ 47.2 million in 2025 and $ 486.3 million in 2027.

Of this amount, $ 540.3 million will expire in 2021, $ 756.0 million in 2023, $ 710.7 million in 2024, $ 47.2 million in 2025 and $ 486.2 million in 2027.

The Company has a disallowed interest carryforward of $ 604.2 million which does not expire.

The Company has no U.S.

tax loss carryforwards.

The Company has U.S.

federal tax loss carryforwards of $ 197.2 million and state tax loss carryforwards of $ 51.6 million.

The Company incurred foreign tax losses of $ 378.6 million, $ 376.8 million and $ 340.0 million during the tax years ended December 31, 2020, 2019 and 2018, respectively.

These foreign tax loss carryforwards expire in 2022, 2021 and 2020, respectively.

The majority of foreign tax loss carryforwards expire in 2023, 2022 and 2021, respectively.

The Company records valuation allowances on certain of its U.S.

2 unchanged sentences

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, the duration of statutory carryforward periods, and tax planning strategies.

In the assessment of

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2019 and 2018, the Company had valuation allowances of $ 2.51 billion and $ 2.49 billion, respectively, provided on FTCs expected to expire unutilized, and as of December 31, 2019 the Company had a valuation allowance of $ 88.3 million provided on disallowed interest expense carryforwards.

As of December 31, 2018, the Company had no valuation allowance provided on disallowed interest expense carryforwards.

The Company also had valuation allowances of $ 6.4 million and $ 5.3 million provided on other U.S.

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.

For the year ended December 31, 2019, the Company relied on the forecast of future taxable income and tax planning strategies in assessing the need for a valuations allowance.Due to recent tax legislation that reduces future sources of taxable income as well as the uncertainty caused by the COVID-19 pandemic, the Company relies solely on the reversal of net taxable temporary differences in assessing the need for a valuation allowance in the current year.

As of December 31, 2020 and 2019, the Company had valuation allowances provided on its deferred tax assets as follows (in thousands):

Foreign tax credits $ 2,540,400 $ 2,509,786

Disallowed interest expense carryforwards 138,339 88,318

Intangible assets 48,395 —

loss carryforwards 45,015 —

deferred tax assets 40,659 6,393

As of December 31, 2019 and 2018, the Company had valuation allowances of $ 154.9 million and $ 143.9 million, respectively, provided on its foreign deferred tax assets.

Foreign loss carryforwards 106,737 96,657

Other foreign deferred tax assets 67,139 58,277

Total $ 2,986,684 $ 2,759,431

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

8 unchanged sentences

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, 2019 and 2018, the Company recognized no interest and penalties.

During the year ended December 31, 2017, the Company recognized $ 0.9 million in interest in the provision for income taxes.

During the each of the years ended December 31, 2020, 2019 and 2018, the Company recognized no interest and penalties.

The Company anticipates that the 2016 statute of limitations will expire in the next 12 months for certain foreign tax jurisdictions.

8 unchanged sentences

The Company has participated in the IRS Compliance Assurance Program ("CAP") for the 2012 through 2020 tax years and will continue to participate in the IRS CAP for the 2021 tax year.

In February 2017, 2018, and in May 2019, the Company received notification that the IRS completed its examination of the Company's 2015, 2016, and 2017 U.S.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In February 2018, May 2019, and July 2020, the Company received notification that the IRS completed its examination of the Company's 2016, 2017, and 2018 U.S.

income tax returns, respectively.

In February 2021, the Company received notification that the IRS completed its examination of the Company's 2019 U.S.

income tax return.

There were no changes in its unrecognized tax benefits as a result of the completion of these examinations.

1 unchanged sentence

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 $ 4.7 million, $ 4.2 million, and $ 3.7 million, respectively.

In March 2017, the Financial Services Bureau commenced an examination of the 2013 and 2014 Macau income tax returns of Wynn Macau SA.

In July 2018, the Financial Services Bureau issued final tax assessments for the Company for the years 2013 and 2014.

In July 2018, the Financial Services Bureau issued final tax assessments for the Company's Macau income tax returns of Wynn Macau SA for the years 2013 and 2014.

While no additional tax was due, adjustments were made to the Company's tax loss carryforwards.

In July 2017, the Financial Services Bureau commenced an examination of the 2013 and 2014 Macau income tax returns of Palo.

In February 2018, the Financial Services Bureau concluded its examination with no changes.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In February 2018, the Financial Services Bureau concluded its examination of the 2013 and 2014 Macau income tax returns of Palo with no changes.

In January of 2020, the Financial Services Bureau commenced an examination of the 2015 and 2016 Macau income tax returns of Palo.

In July 2020, the Financial Services Bureau issued final tax assessments for Palo for the years 2015 and 2016 and the examination resulted in no change to the tax returns.

In July 2020, the Financial Services Bureau issued final tax assessments for the Company's Macau income tax returns of Wynn Macau SA for the years 2015 and 2016, while no additional tax was due, adjustments were made to the Company's tax loss carryforwards.

Note 14 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income attributable to Wynn Resorts by the weighted average number of common shares outstanding during the year.

Diluted EPS is computed by dividing net income attributable to Wynn Resorts 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.

Potentially dilutive securities include outstanding stock options and unvested restricted stock.

2 unchanged sentences

2020 2019 2018

Net income attributable to Wynn Resorts, Limited $ 122,985 $ 572,430 $ 747,181

Net income (loss) attributable to Wynn Resorts, Limited $ ( 2,067,245 ) $ 122,985 $ 572,430

Weighted average common shares outstanding 106,745 106,745 106,529

1 unchanged sentence

Weighted average common and common equivalent shares outstanding 106,745 106,985 107,032

Net income attributable to Wynn Resorts, Limited per common share, basic $ 1.15 $ 5.37 $ 7.32

Net income attributable to Wynn Resorts, Limited per common share, diluted $ 1.15 $ 5.35 $ 7.28

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ ( 19.37 ) $ 1.15 $ 5.37

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ ( 19.37 ) $ 1.15 $ 5.35

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 1,044 277 102

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Leases

1 unchanged sentence

The following table summarizes the balance sheet classification of the Company's lease assets and liabilities (in thousands):

Balance Sheet Classification December 31, 2019

Years Ended December 31,

Balance Sheet Classification 2020 2019

Operating leases Operating lease assets $ 398,594 $ 452,919

6 unchanged sentences

Finance leases Other long-term liabilities $ 54,379 $ 17,759

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 (dollars in thousands):

December 31, 2019

Years Ended December 31,

Operating lease cost $ 29,574 $ 33,126

4 unchanged sentences

Total lease cost $ 56,620 $ 73,678

December 31, 2019

Years Ended December 31,

Supplemental cash flow disclosures:

4 unchanged sentences

Cash used in financing activities - Finance leases $ 5,916 $ 73

December 31, 2019

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Years Ended December 31,

Other information:

Weighted-average remaining lease term - Operating leases 35.4 years

Weighted-average remaining lease term - Finance leases 42.8 years

Weighted-average remaining lease term - Operating leases 43.9 years 35.4 years

Weighted-average remaining lease term - Finance leases 13.6 years 42.8 years

Weighted-average discount rate - Operating leases 6.5 % 6.4 %

14 unchanged sentences

Interest on lease liabilities $ 386,045 $ 55,341

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2018, the Company was obligated under non-cancelable leases to make future minimum lease payments as follows (in thousands):

Years Ending December 31, Operating Leases Capital Leases

2019 $ 29,126 $ 989

2020 20,153 989

2021 17,226 989

2022 16,466 989

2023 15,868 989

Thereafter 464,838 66,743

Total minimum lease payments $ 563,677 $ 71,688

Amount representing interest $ — $ ( 55,140 )

$ 563,677 $ 16,548

Ground Leases

2 unchanged sentences

The ground lease payments, which increase at a fixed rate over the term of the lease, are $ 3.8 million per year until 2023 and total payments of $ 367.8 million thereafter.

As of December 31, 2019, the liability associated with this lease was $ 62.6 million.

At December 31, 2019, operating lease assets included approximately $ 87.0 million related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018.

As of December 31, 2020 and 2019, the liability associated with this lease was $ 63.2 million and $ 62.6 million, respectively.

At December 31, 2020 and 2019, operating lease assets included approximately $ 85.8 million and $ 87.0 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 2021 through 2096 and $ 0.7 million in 2097.

2 unchanged sentences

The land concession payments are expected to be $ 1.6 million per year through 2025 and total payments of $ 14.0 million thereafter through 2037.

At December 31, 2019, the total liability associated with these leases was $ 16.0 million.

At December 31, 2019, operating lease assets included $ 188.6 million of leasehold interests in land related to the Wynn Palace and Wynn Macau land concessions.

At December 31, 2020 and 2019, the total liability associated with these leases was $ 15.4 million and $ 16.0 million, respectively.

At December 31, 2020 and 2019, operating lease assets included $ 180.3 million and $ 188.6 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 $ 12.7 million per year from 2021 through 2028 and approximately $ 9.4 million per year thereafter through 2037.

Rent expense for the years ended December 31, 2018 and 2017 was $ 27.1 million and $ 18.3 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Rent expense for the year ended December 31, 2018 was $ 27.1 million.

Lessor Arrangements

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Minimum rental income (1)

$ 77,946 $ 136,612 $ 126,192

Contingent rental income 56,889 57,807 52,347

Total rental income $ 134,835 $ 194,419 $ 178,539

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) For the year ended December 31, 2020, reflects the impact of rent concessions provided to tenants.

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

6 unchanged sentences

In May 2010, the Company entered into an employment agreement with Linda Chen ("Ms.

Chen"), who is the President and Chief Operating Officer of Wynn Macau SA.

Chen"), who is the President and Executive Director of Wynn Macau SA.

Under the terms of the employment agreement, the Company purchased a home in Macau for use by Ms.

Chen and has made renovations to the home with a total cost of $ 11.0 million.

In addition, under the terms of the employment agreement, Ms.

Chen has the option to purchase the home for no consideration through March 31, 2020.

In addition, Ms.

Chen has the option to purchase the home for no further consideration at any time before the expiration of her employment contract.

Cooperation Agreement

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Satre no longer serves as Chair of the Board and (ii) the day after the conclusion of the 2020 annual meeting of the Company's stockholders, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Amounts Due to Officers, Directors and Former Directors

3 unchanged sentences

Note 17 - Commitments and Contingencies

Wynn Las Vegas Meeting and Convention Expansion

Wynn Golf, LLC, a direct wholly owned subsidiary of the Company, entered into an agreement concerning the construction of the Meeting and Convention Expansion, which, among other things, confirmed the guaranteed maximum price for the construction work undertaken by the general contractor.

The general contractor was obligated to substantially complete the Meeting and Convention Expansion by December 19, 2019, and the estimated final contract value is approximately $ 295 million.

The Meeting and Convention Expansion opened in February 2020.

Employment Agreements

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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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 2019, the Company was obligated to make future payments of $ 70.0 million, $ 38.3 million, $ 13.4 million, $ 2.1 million, and $ 0.7 million during the years ending December 31, 2020, 2021, 2022, 2023, and 2024, respectively.

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, 2020, the Company was obligated to make future payments of $ 54.1 million, $ 28.3 million, $ 6.8 million, $ 1.0 million, $ 0.4 million, and $ 2.0 million during the years ending December 31, 2021, 2022, 2023, 2024, 2025, and thereafter, respectively.

Other Commitments

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On November 7, 2014, the gaming license became effective.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revere Action

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On October 15, 2019, the court granted Mohegan's motion to amend and allowed it to file a second amended intervenor's complaint.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Wynn MA was not named in the Revere Action.

Suffolk Action

On September 17, 2018, Sterling Suffolk Racecourse, LLC, owner of the property proposed for location of a casino by an unsuccessful bidder for the Boston area license filed a complaint in the United States District Court, District of Massachusetts, against the Company, Wynn MA, certain current and former officers of the Company, FBT Everett Realty, LLC, former owner of the land on which Encore Boston Harbor is located ("FBT"), and Paul Lohnes, a member of FBT.

The complaint alleges, among other things, the defendants violated the RICO Act, conspired to circumvent the application process for the Boston area license and violated Massachusetts law with respect to unfair methods of competition.

The plaintiff sought $ 1.0 billion in compensatory damages and treble damages.

All defendants filed motions to dismiss the complaint.

On November 15, 2019, the court granted the defendants' motions to dismiss and the plaintiff did not appeal.

Wynn MA is not a party to and is not named in the Revere Action.

Derivative Litigation

A number of stockholder derivative actions have been filed in state and federal court located in Clark County, Nevada against certain current and former members of the Company's Board of Directors and, in some cases, the Company's current and former officers.

Each of the complaints alleges, among other things, breach of fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A.

A number of stockholder derivative actions were filed in state and federal court located in Clark County, Nevada against certain current and former members of the Company's Board of Directors and, in some cases, the Company's current and former officers.

Each of the complaints alleged, among other things, breach of fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A.

Wynn in the workplace.

On September 19, 2018, the Board established a Special Litigation Committee (the "SLC") to investigate the allegations in the State Derivative Case (as defined below).

The actions filed in the Eighth Judicial District Court of Clark County, Nevada were consolidated as In re Wynn Resorts, Ltd.

Derivative Litigation ("State Derivative Case").

On October 26, 2018, the SLC filed a motion to intervene and stay the State Derivative Case pending completion of its investigation, which the court granted.

On June 3, 2019, a separate stockholder derivative action was filed in the Eighth Judicial District Court of Clark County, Nevada alleging substantially similar causes of action as the State Derivative Case with the additional allegation that various of the Company's attorneys committed professional malpractice, and certain current and former executives also breached fiduciary duties and aided and abetted the breach of fiduciary duties, in connection with the alleged inappropriate personal conduct by Stephen A.

Wynn in the workplace.

On July 26, 2019, the plaintiff voluntarily dismissed Matt Maddox, Stephen A.

Wynn, Kimmarie Sinatra, John J.

Hagenbuch, Ray R.

Irani, Jay L.

Johnson, Robert J.

Miller, Patricia Mulroy, Clark T.

Randt, Jr., Alvin V.

Shoemaker, J.

Edward Virtue, D.

Boone Wayson, and one of the Company's law firms from the action.

On September 19, 2019, the court entered an order consolidating this action into the State Derivative Case, and on December 2, 2019, further clarified that this action may not proceed as a separate action apart from the State Derivative Case.

This case was consolidated in September 2019 into the State Derivative Case.

On November 27, 2019, the State Derivative Case parties agreed to terms of a settlement agreement.

The court approved the settlement agreement on February 12, 2020.

The settlement agreement becomes effective upon the entry of a written order and any appeals are exhausted.

The court approved the settlement agreement on February 12, 2020, and entered a written order approving the settlement on March 10, 2020.

Following the Nevada Supreme Court’s dismissal of the only appeal, the settlement agreement became effective and final.

Following the dismissal, the Company received net proceeds of $ 30.2 million, which has been recognized as a reduction of general and administrative expense within the accompanying Consolidated Statements of Operations for the nine months ended September 30, 2020.

In 2018, several actions filed in the United States District Court, District of Nevada were consolidated as In re Wynn Resorts, Ltd.

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On March 29, 2019, the Court granted the Company's request for a stay.

On March 25, 2020, the parties stipulated to dismiss the Federal Derivative Case given the approved settlement in the State Derivative Case.

On March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the Company.

On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case, which is stayed.

The motion is currently pending before the court.

Each of the actions seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff.

On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case.

On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case.

On April 30, 2020, the Company filed a motion for summary judgment, seeking dismissal of the claims given the approved settlement in the State Derivative Case.

On January 12, 2021, the court granted the Company’s motion for summary judgment of this action and denied the stockholder’s request to vacate the parties stipulation to dismiss the Federal Derivative Case.

Absent an appeal of the court’s decision, this matter is resolved.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Each of the actions sought to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also sought to recover attorneys' fees, costs and related expenses for the plaintiff.

Individual Stockholder Actions

A number of stockholders have filed individual actions in the Eighth Judicial District Court of Clark County, Nevada against certain current and former members of the Company's Board of Directors and certain of the Company's current and former officers ("Individual Stockholder Actions").

Each of the complaints alleges that defendants, among other things, breached their fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A.

A number of stockholders filed individual actions in the Eighth Judicial District Court of Clark County, Nevada against certain current and former members of the Company's Board of Directors and certain of the Company's current and former officers ("Individual Stockholder Actions").

Each of the complaints alleged that defendants, among other things, breached their fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A.

Wynn in the workplace causing injury to each of the individual stockholders.

On January 29, 2019, the defendants filed motions to dismiss each of the Individual Stockholder Actions.

On December 12, 2019, the court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019.

On January 7, 2020, the Nevada Supreme Court stayed the underlying Individual Stockholder Actions pending a decision on the defendants' appeal.

On December 12, 2019, the district court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019.

On July 27, 2020, the Supreme Court issued an order mandating that the district court dismiss the actions.

As of September 2, 2020, all of the Individual Stockholder Actions have been dismissed.

Securities Action

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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.

The defendants have filed motions to dismiss, which are currently pending before the court.

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, which is pending decision from the court.

The defendants in these actions will vigorously defend against the claims pleaded against them.

These actions are in preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably 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 in the first half of 2020, received two 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 18 - Retail Joint Venture

In December 2016, the Company entered into the Retail Joint Venture with Crown to own and operate approximately 88,000 square feet of existing retail space at Wynn Las Vegas.

In connection with the transaction, the Company transferred certain assets and liabilities with a net book value of $ 31.8 million associated with the existing Wynn Las Vegas retail stores from Wynn Las Vegas, LLC, to the Retail Joint Venture.

The Company sold Crown a 49.9 % ownership interest in the Retail Joint Venture for consideration of $ 292.0 million, which consisted of $ 217.0 million in cash and a $ 75.0 million interest-free note that matured in full on January 3, 2018.

Wynn Las Vegas, LLC transferred all interests as lessor in third-party retail store leases to the Retail Joint Venture as part of the transaction and the majority of the retail stores previously operated by Wynn Las Vegas, LLC are now operated under a master lease agreement between a newly formed retail entity owned by Wynn Resorts, as lessee, and the Retail Joint Venture, as lessor.

The Company maintains a 50.1 % ownership in the Retail Joint Venture and is the managing member.

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, the Company contributed approximately 74,000 square feet of additional retail space to the Retail Joint Venture.

The Company opened the additional retail space during the fourth quarter of 2018.

In connection with this transaction, the Company contributed certain assets with a net book value of $ 25.4 million, consisting primarily of construction in progress for the additional retail space, to the Retail Joint Venture, and received cash of $ 180.0 million from Crown.

After this additional transaction, the Company maintains a 50.1 % ownership in the Retail Joint Venture and remains the managing member.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Venture's assets, liabilities and results of operations.

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.

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The Retail Joint Venture's total liabilities as of December 31, 2020 included long-term debt of $ 612.3 million, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 19 - Business Combination

On October 23, 2020, the Company acquired a controlling interest in Wynn Interactive, which was formed in stages through the merger of Wynn Resorts' digital gaming businesses and BetBull (the “BetBull Acquisition”).

BetBull is licensed to operate online sports and casino wagering in the United Kingdom and develops mobile applications for that purpose.

This acquisition provides the Company with access to the online market in the United Kingdom, synergies in mobile application development, and digital gaming operations expertise.

Prior to the BetBull Acquisition, the Company held a 22.5 % interest in BetBull, which was accounted for as a cost method investment.

Immediately prior to the BetBull Acquisition, the book and fair values of this cost method investment were $ 21.5 million and $ 37.2 million, respectively.

The Company recorded a gain of $ 15.7 million to reflect the fair value of its interest at the date of acquisition, which was recorded in Other non-operating income (expense) on the Consolidated Statement of Operations for the year ended December 31, 2020.

As consideration for a controlling interest in Wynn Interactive, the Company contributed its interests in WSI US, LLC (“WSI”) and Wynn Social Gaming, LLC (“Wynn Social”) both of which make up the Company’s existing digital operations.

The fair value of the combined interests contributed totaled $ 49.5 million.

Consideration also included the settlement of transactions from the Company’s pre-existing relationship with BetBull and the fair value of vested replacement stock options, all of which totaled $ 6.0 million.

The fair value of non-controlling interest at the consummation of the BetBull Acquisition was approximately $ 72.0 million.

The fair values of WSI, Wynn Social and BetBull were all determined using the market approach given the early stages of each of the businesses.

The income approach was also used as a cross-check to determine the reasonableness of the market approach as well as to determine the fair value of BetBull immediately prior to the BetBull Acquisition.

The settlement of pre-existing transactions was valued based on the contractual amounts owed to either party.

The BetBull Acquisition was accounted for as a business combination.

The assets acquired and liabilities assumed were recognized at their fair values at the acquisition date, which was estimated using both level 2 (observable) and level 3 (unobservable) inputs.

The following table sets forth the preliminary purchase price allocation (in thousands):

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Consideration

Total consideration $ 164,671

Cash acquired 4,604

Total consideration, net of cash acquired 160,067

Identifiable assets acquired and liabilities assumed

Other current assets 1,735

Property and equipment 32,092

Intangible assets other than goodwill 16,393

Goodwill 121,039

Deferred tax liabilities ( 1,249 )

Liabilities assumed ( 9,943 )

Total identifiable assets acquired and liabilities assumed $ 160,067

Acquired intangible assets included in the above table are being amortized on a straight-line basis over their estimated useful life of ten years for trademarks and three years for customer lists.

In addition, the Company acquired software totaling $ 31.5 million, which is included in Property and equipment in the table above and is being amortized over an estimated useful life of three years .

The estimated useful lives approximate the pattern in which the economic benefits of the intangible assets and software are expected to be realized.

The purchase price allocation is preliminary as the Company is determining its final deferred tax assets and working capital adjustments.

Immediately after the BetBull Acquisition, the Company contributed $ 78.0 million to Wynn Interactive and purchased approximately $ 33.6 million of Wynn Interactive shares from non-controlling shareholders (the "Secondary Transaction").

After the BetBull Acquisition and the Secondary Transaction, the Company holds an approximately 72 % interest in Wynn Interactive, which owns 100 % of BetBull, WSI, and Wynn Social.

The Secondary Transaction was recorded as an adjustment to Stockholders’ equity (deficit) on the Consolidated Balance Sheet as the Company had a controlling interest in BetBull at the time of the transaction.

Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated statements of operations.

Note 20 - Segment Information

2 unchanged sentences

Wynn Palace is presented as a separate reportable segment and is combined with Wynn Macau for geographical presentation.

Other Macau primarily represents the assets for the Company's Macau holding company.

Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture are managed as a single integrated resort and have been aggregated as one reportable segment ("Las Vegas Operations").

1 unchanged sentence

Encore Boston Harbor is presented as one reportable segment.

Other Macau primarily represents the assets for the Company's Macau holding company.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

30 unchanged sentences

Entertainment, retail and other (1)

16,596 22,832 —

Total Encore Boston Harbor 361,666 363,919 —

Corporate and other:

Entertainment, retail and other 6,171 — —

Total Corporate and other 6,171 — —

Total operating revenues $ 2,095,861 $ 6,611,099 $ 6,717,660

10 unchanged sentences

Encore Boston Harbor ( 23,762 ) 23,150 —

Corporate and other ( 7,351 ) — —

Total ( 324,305 ) 1,815,408 2,044,413

5 unchanged sentences

Corporate expenses and other (3)

46,023 150,228 144,479

Stock-based compensation (4)

1 unchanged sentence

Total other operating expenses 907,740 937,103 1,308,869

Operating income 878,305 735,544 1,055,565

Operating income (loss) ( 1,232,045 ) 878,305 735,544

Other non-operating income and expenses

6 unchanged sentences

Total other non-operating income and expenses ( 530,230 ) ( 390,087 ) ( 429,804 )

Income before income taxes 488,218 305,740 560,269

Benefit (provision) for income taxes ( 176,840 ) 497,344 328,985

Net income 311,378 803,084 889,254

Net income attributable to noncontrolling interests ( 188,393 ) ( 230,654 ) ( 142,073 )

Net income attributable to Wynn Resorts, Limited $ 122,985 $ 572,430 $ 747,181

Income (loss) before income taxes ( 1,762,275 ) 488,218 305,740

(Provision) benefit for income taxes ( 564,671 ) ( 176,840 ) 497,344

Net income (loss) ( 2,326,946 ) 311,378 803,084

Net income (loss) attributable to noncontrolling interests 259,701 ( 188,393 ) ( 230,654 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 2,067,245 ) $ 122,985 $ 572,430

(1) Includes lease revenue accounted for under lease accounting guidance.

For more information on leases, see Note 15, "Leases".

(2) "Adjusted Property EBITDA" is net income before interest, income taxes, depreciation and amortization, litigation settlement expense, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, (loss) gain on extinguishment of debt, change in derivatives fair value, change in Redemption Note fair value and other non-operating income and expenses.

(2) "Adjusted Property EBITDA" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses.

Adjusted Property EBITDA 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 EBITDA 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 EBITDA 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.

We also present Adjusted Property EBITDA 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 EBITDA 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 EBITDA 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 EBITDA should not be considered as an alternative to operating income 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, Adjusted Property EBITDA does 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, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA.

Also, the Company's calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

However, Adjusted Property EBITDA should not be considered as an alternative to operating income 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 EBITDA 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, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA.

Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(3) For the year ended December 31, 2020, includes a $ 30.2 million net gain recorded in relation to a derivative litigation settlement.

For the year ended December 31, 2019, includes a $ 35.0 million nonrecurring regulatory expense.

(4) Excludes $ 0.7 million included in pre-opening expenses for the years ended December 31, 2019 and 2018.

Pre-opening expenses did no t include any stock-based compensation during 2017.

Excludes a credit of $ 2.2 million included in property charges and other expenses in 2018.

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Operating revenues $ 953,716 $ 85,698 $ 370,452 $ 685,995 $ 2,095,861

Operating income $ 255,176 $ 218,716 $ 177,835 $ 226,578 $ 878,305

Net income (loss) $ 159,731 $ 142,234 $ 26,883 $ (17,470) $ 311,378

Net income (loss) attributable to Wynn Resorts, Limited $ 104,872 $ 94,551 $ (3,496) $ (72,942) $ 122,985

Basic income (loss) per share $ 0.98 $ 0.88 $ (0.03) $ (0.68) $ 1.15

Diluted income (loss) per share $ 0.98 $ 0.88 $ (0.03) $ (0.68) $ 1.15

Operating loss $ (247,411) $ (523,016) $ (283,007) $ (178,611) $ (1,232,045)

Net loss $ (450,253) $ (734,869) $ (831,533) $ (310,291) $ (2,326,946)

Net loss attributable to Wynn Resorts, Limited $ (402,037) $ (637,564) $ (758,142) $ (269,502) $ (2,067,245)

Basic loss per share $ (3.77) $ (5.97) $ (7.10) $ (2.53) $ (19.37)

Diluted loss per share $ (3.77) $ (5.97) $ (7.10) $ (2.53) $ (19.37)

Year Ended December 31, 2019

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Operating revenues $ 1,651,546 $ 1,658,332 $ 1,647,762 $ 1,653,459 $ 6,611,099

Operating income (loss) $ (81,294) $ 279,572 $ 290,983 $ 246,283 $ 735,544

Operating income $ 255,176 $ 218,716 $ 177,835 $ 226,578 $ 878,305

Net income (loss) $ 159,731 $ 142,234 $ 26,883 $ (17,470) $ 311,378

2 unchanged sentences

Diluted income (loss) per share $ 0.98 $ 0.88 $ (0.03) $ (0.68) $ 1.15

(1) During the first quarter of 2018, the Company incurred a litigation settlement expense totaling $463.6 million.

See Item 8—"Financial Statements and Supplementary Data," Note 17, "Commitments and Contingencies."

(2) During the fourth quarter of 2018, the Company finalized its analysis of U.S.

tax reform and recorded an income tax benefit of $390.9 million, incremental to the provisional income tax benefit recorded during the fourth quarter of 2017.

See Item 8—"Financial Statements and Supplementary Data," Note 13, "Income Taxes."

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data