What changed in this filing

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Item 1. Financial Statements

2021-05-10 compared with 2020-11-09 · 173 added, 344 removed, 496 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2021 December 31,

1 unchanged sentence

Cash and cash equivalents $ 2,890,407 $ 3,482,032

Restricted cash 2,813 —

Accounts receivable, net of allowance for credit losses of $ 102,412 and $ 100,329

5 unchanged sentences

Restricted cash 4,051 4,352

Intangible assets, net 138,742 146,414

Goodwill and intangible assets, net 287,836 278,195

Operating lease assets 390,601 398,594

Deferred income taxes, net — 562,262

Other assets 184,479 178,615

27 unchanged sentences

Additional paid-in capital 3,466,073 2,598,115

Accumulated other comprehensive loss ( 898 ) ( 1,679 )

Retained earnings (accumulated deficit) ( 1,262,947 ) 641,818

Accumulated other comprehensive income 6,501 3,604

Accumulated deficit ( 1,813,317 ) ( 1,532,420 )

Total Wynn Resorts, Limited stockholders' equity (deficit) 233,683 ( 351,997 )

Noncontrolling interests ( 436,622 ) ( 385,320 )

Total stockholders' equity (deficit) ( 546,631 ) 1,541,472

Total liabilities and stockholders' equity (deficit) $ 13,967,116 $ 13,871,281

Total stockholders' deficit ( 202,939 ) ( 737,317 )

Total liabilities and stockholders' deficit $ 13,166,911 $ 13,869,547

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

2 unchanged sentences

(in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Operating revenues:

15 unchanged sentences

Total operating expenses 901,515 1,201,127

Operating income (loss) ( 283,007 ) 177,835 ( 1,053,434 ) 651,727

Operating loss ( 175,732 ) ( 247,411 )

Other income (expense):

5 unchanged sentences

Other income (expense), net ( 159,954 ) ( 127,042 )

Income (loss) before income taxes ( 424,168 ) 46,610 ( 1,452,552 ) 348,269

Loss before income taxes ( 335,686 ) ( 374,453 )

Provision for income taxes ( 493 ) ( 75,800 )

Net income (loss) ( 831,533 ) 26,883 ( 2,016,655 ) 328,848

net (income) loss attributable to noncontrolling interests 73,391 ( 30,379 ) 218,912 ( 132,921 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927

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

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

Net loss ( 336,179 ) ( 450,253 )

net loss attributable to noncontrolling interests 55,201 48,216

Net loss attributable to Wynn Resorts, Limited $ ( 280,978 ) $ ( 402,037 )

Basic and diluted net loss per common share:

Net loss attributable to Wynn Resorts, Limited:

Basic $ ( 2.53 ) $ ( 3.77 )

6 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net income (loss) $ ( 831,533 ) $ 26,883 $ ( 2,016,655 ) $ 328,848

Other comprehensive income (loss):

Three Months Ended March 31,

Net loss $ ( 336,179 ) $ ( 450,253 )

Other comprehensive income:

Foreign currency translation adjustments, before and after tax 4,032 1,015

Total comprehensive income (loss) ( 831,519 ) 25,894 ( 2,015,573 ) 327,809

comprehensive (income) loss attributable to noncontrolling interests 73,387 ( 30,104 ) 218,611 ( 132,632 )

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ ( 758,132 ) $ ( 4,210 ) $ ( 1,796,962 ) $ 195,177

Total comprehensive loss ( 332,147 ) ( 449,238 )

comprehensive loss attributable to noncontrolling interests 54,066 47,933

Comprehensive loss attributable to Wynn Resorts, Limited $ ( 278,081 ) $ ( 401,305 )

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

2 unchanged sentences

(in thousands, except share data)

For the Three Months Ended September 30, 2020

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd.

stockholders'

equity (deficit) Noncontrolling

interests Total

stockholders'

equity (deficit)

Balances, July 1, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

Net loss — — — — — ( 758,142 ) ( 758,142 ) ( 73,391 ) ( 831,533 )

Currency translation adjustment — — — — 10 — 10 4 14

Issuance of restricted stock 182,087 2 — ( 3 ) — — ( 1 ) — ( 1 )

Cancellation of restricted stock ( 164,633 ) ( 2 ) — 2 — — — — —

Shares repurchased by the Company and held as treasury shares ( 15,021 ) — ( 1,100 ) — — — ( 1,100 ) — ( 1,100 )

Cash dividends declared — — — — — 285 285 15 300

Distribution to noncontrolling interest — — — — — — ( 998 ) ( 998 )

Stock-based compensation — — — 10,726 — — 10,726 1,763 12,489

Balances, September 30, 2020 107,872,298 $ 1,234 $ ( 1,420,535 ) $ 2,554,443 $ ( 898 ) $ ( 1,262,947 ) $ ( 128,703 ) $ ( 417,928 ) $ ( 546,631 )

For the Three Months Ended September 30, 2019

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

loss Retained earnings Total Wynn Resorts, Ltd.

stockholders'

equity Noncontrolling

interests Total

stockholders'

Balances, July 1, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939

Net income (loss) — — — — — ( 3,496 ) ( 3,496 ) 30,379 26,883

Currency translation adjustment — — — — ( 714 ) — ( 714 ) ( 275 ) ( 989 )

Exercise of stock options 36,000 — — 2,151 — — 2,151 — 2,151

Issuance of restricted stock 27,276 — — — — — — — —

Cancellation of restricted stock ( 27,809 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 283,321 ) — ( 30,073 ) — — — ( 30,073 ) — ( 30,073 )

Cash dividends declared — — — — — ( 107,341 ) ( 107,341 ) ( 82,949 ) ( 190,290 )

Distribution to noncontrolling interest — — — — — — — ( 998 ) ( 998 )

Stock-based compensation — — — 7,403 — — 7,403 853 8,256

Balances, September 30, 2019 107,362,502 $ 1,228 $ ( 1,409,717 ) $ 2,507,870 $ ( 2,700 ) $ 822,070 $ 1,918,751 $ ( 252,872 ) $ 1,665,879

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)

(in thousands, except share data)

For the Nine Months Ended September 30, 2020

For the Three Months Ended March 31, 2021

outstanding Par

3 unchanged sentences

comprehensive

loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd.

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

2 unchanged sentences

stockholders'

equity (deficit)

Balances, January 1, 2021 107,888,336 $ 1,235 $ ( 1,422,531 ) $ 2,598,115 $ 3,604 $ ( 1,532,420 ) $ ( 351,997 ) $ ( 385,320 ) $ ( 737,317 )

1 unchanged sentence

Currency translation adjustment — — — — 2,897 — 2,897 1,135 4,032

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

7,475,000 75 — 841,824 — — 841,899 — 841,899

Issuance of restricted stock 335,285 3 — 5,899 — — 5,902 370 6,272

2 unchanged sentences

Cash dividends declared — — — — — 81 81 9 90

Distribution to noncontrolling interest — — — — — — — ( 1,996 ) ( 1,996 )

Stock-based compensation — — — 20,235 — — 20,235 2,385 22,620

Balances, September 30, 2020 107,872,298 $ 1,234 $ ( 1,420,535 ) $ 2,554,443 $ ( 898 ) $ ( 1,262,947 ) $ ( 128,703 ) $ ( 417,928 ) $ ( 546,631 )

For the Nine Months Ended September 30, 2019

Balances, March 31, 2021 115,647,328 $ 1,313 $ ( 1,426,887 ) $ 3,466,073 $ 6,501 $ ( 1,813,317 ) $ 233,683 $ ( 436,622 ) $ ( 202,939 )

For the Three Months Ended March 31, 2020

outstanding Par

9 unchanged sentences

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

Net income — — — — — 195,927 195,927 132,921 328,848

Net loss — — — — — ( 402,037 ) ( 402,037 ) ( 48,216 ) ( 450,253 )

Currency translation adjustment — — — — 732 — 732 283 1,015

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

Issuance of restricted stock 620,745 6 — 6,086 — — 6,092 629 6,721

4 unchanged sentences

Stock-based compensation — — — 7,300 — — 7,300 251 7,551

Balances, September 30, 2019 107,362,502 $ 1,228 $ ( 1,409,717 ) $ 2,507,870 $ ( 2,700 ) $ 822,070 $ 1,918,751 $ ( 252,872 ) $ 1,665,879

Balances, March 31, 2020 107,884,163 $ 1,234 $ ( 1,416,525 ) $ 2,526,062 $ ( 947 ) $ 132,266 $ 1,242,090 $ ( 249,610 ) $ 992,480

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income (loss) $ ( 2,016,655 ) $ 328,848

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

Net loss $ ( 336,179 ) $ ( 450,253 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 185,121 178,746

11 unchanged sentences

Accounts payable and accrued expenses 20,565 ( 70,758 )

Net cash (used in) provided by operating activities ( 781,079 ) 779,885

Net cash used in operating activities ( 253,906 ) ( 176,500 )

Cash flows from investing activities:

6 unchanged sentences

Repayments of long-term debt ( 1,166,737 ) ( 515,194 )

Proceeds from issuance of common stock 841,899 —

Repurchase of common stock ( 4,356 ) ( 5,527 )

4 unchanged sentences

Payments for financing costs ( 2,154 ) ( 1,919 )

Net cash provided by (used in) financing activities 2,236,479 ( 431,563 )

Net cash (used in) provided by financing activities ( 285,440 ) 837,997

Effect of exchange rate on cash, cash equivalents and restricted cash ( 1,131 ) 3,266

Cash, cash equivalents and restricted cash:

Increase (decrease) in cash, cash equivalents and restricted cash 1,201,452 ( 537,031 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 589,113 ) 527,609

Balance, beginning of period 3,486,384 2,358,292

18 unchanged sentences

In October 2020, Wynn Interactive Ltd.

("Wynn Interactive") was formed through the merger of Wynn Resorts' digital gaming businesses and Wynn's 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's existing U.S.

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

Following the merger, Wynn Resorts holds an approximately 71 % interest in Wynn Interactive, which Wynn Resorts will consolidate.

("Wynn Interactive") was formed through the merger of the Company's U.S.

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

Following the merger and subsequent transactions, Wynn Resorts holds an approximately 74 % interest in, and consolidates, Wynn Interactive.

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

Recent Developments Related to COVID-19

As previously disclosed, in January 2020, an outbreak of 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.

Currently, no fully effective treatments or vaccines have been developed, and there can be no assurance as to if or when an effective treatment or vaccine will be discovered.

Since the outbreak of COVID-19 in early 2020, 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.

As part of the immediate response to the initial outbreak of COVID-19, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020, and have all since reopened with certain COVID-19 specific protective measures, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings.

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

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

Macau Operations

In response to the COVID-19 pandemic, the Macau government announced on February 4, 2020 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, casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored;

however, certain COVID-19 specific protective measures, such as traveler quarantines and requirements for negative COVID-19 tests before entering Macau, limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, COVID-19 negative test results requirements for entry to gaming areas, and health declarations remain in effect at the present time.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the pandemic's strong deterrent effect on travel and social activities, the suspension in late January 2020 of the Chinese government's visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine and testing measures in Macau and elsewhere, travel and entry requirements, restrictions, and bans in Macau, Hong Kong, Taiwan, and certain cities and regions in mainland China, and the suspension of ferry services to Macau from Hong Kong and mainland China and other modes of transportation within Macau.

Regionally, bans on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macau residents, PRC citizens, Hong Kong residents and Taiwan residents attempting to enter Macau are drastically impacting visitation.

Persons who are not residents of the Greater China area are barred from entry to Macau at this time, and quarantine requirements for those traveling between Hong Kong and Macau have been announced to remain effective until at least December 31, 2020, at which time they may be lifted.

While most of the foregoing travel restrictions and quarantine requirements continue to weigh on visitation to Macau, beginning in June 2020 certain of these restrictions have eased as certain regions gradually recover from the COVID-19 pandemic.

In July 2020, Guangdong Province, a Chinese province adjacent to Macau, eased certain quarantine requirements for

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, 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.

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, has been reintroduced between Macau and most areas and cities within the PRC, and in September 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Las Vegas Operations and Encore Boston Harbor

The Company’s Las Vegas Operations and Encore Boston Harbor have each implemented certain COVID-19 specific protective measures, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings.

On April 8, 2021, Encore at Wynn Las Vegas resumed full operations, having previously adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels beginning on October 19, 2020.

On April 13, 2021, the Governor of Nevada announced that the statewide social distancing mandate will be removed and decisions on social distancing will be returned to local authority by May 1, with a goal to have all Nevada counties open to 100% capacity by June 1.

The Nevada Gaming Control Board will continue to maintain authority over gaming areas of licensed properties in Nevada.

On May 3, 2021, the Gaming Control Board announced that, effective immediately, the Company's Las Vegas Operations are permitted to reopen all gaming areas to 100% of capacity, with no continuing table game or slot machine spacing restrictions.

At Encore Boston Harbor, on January 25, 2021,

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

those traveling between Guangdong Province and Macau, subject to certain testing requirements and health declarations.

On September 23, 2020, mainland China authorities fully resumed the Individual Visit Scheme exit visa program, which, prior to its suspension by the PRC government due to COVID-19 travel restrictions, permitted individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Stringent health declarations, testing and other procedures remain in place, and all visitors seeking entry to Macau need to test negative for COVID-19 before entering Macau.

Las Vegas Operations and Encore Boston Harbor

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

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

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

In addition, certain food and beverage outlets remain closed and hotel reservations were limited to Thursday through Sunday through the third quarter of 2020.

On November 2, 2020, the Governor of Massachusetts issued a directive limiting the operating hours of certain businesses, including restaurants and casinos, effective November 6, 2020.

Encore Boston Harbor has modified its hours of operation as a result of this directive.

The Company is currently unable to determine when these measures will be lifted.

limitations on operating hours that had been in place since November 2020 were lifted, and the property restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

On April 27, 2021, the Governor of Massachusetts announced a phased plan for further reopening and increased capacity over the next several months.

Effective August 1, 2021, subject to public health and vaccination data, all industry restrictions will be lifted and capacity limits will increase to 100%.

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.

Notwithstanding the easing of certain COVID-19 protective measures by authorities throughout the world, certain travel restrictions, quarantine measures, testing requirements, and capacity limitations remain in effect, and the Company is currently unable to determine when protective measures and the suspension of certain offerings 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 September 30, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $ 3.55 billion, and had access to $ 15.9 million of available borrowing capacity from the WRF Revolving Facility.

In addition, the Company has suspended its dividend program and has postponed major project capital expenditures.

Given the Company's liquidity position at September 30, 2020 and the steps the Company has taken as further described in Note 6, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

As of March 31, 2021, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.89 billion, and had access to $ 833.9 million of available borrowing capacity from the WRF Revolving Facility and $ 293.0 million of available borrowing capacity from the Wynn Macau Revolving Facility.

The Company has suspended its dividend program.

Given the Company's liquidity position at March 31, 2021, the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Business Combination Agreement

On May 10, 2021, Wynn Interactive entered into a business combination agreement (the "Business Combination Agreement") with Austerlitz Acquisition Corporation I, a Cayman Islands exempted company ("Austerlitz I") and Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct, wholly owned subsidiary of Austerlitz I ("Merger Sub").

The Business Combination Agreement provides for, among other things, the consummation of the following transactions:

(i) Austerlitz I will transfer by way of continuation from the Cayman Islands to Bermuda and change its name to "Wynn Interactive, Limited";

and (ii) Merger Sub will merge with and into Wynn Interactive (the "Merger"), with Wynn Interactive being the surviving company of the Merger and direct, wholly owned subsidiary of Austerlitz I.

Upon closing of the transaction, assuming no share redemptions by the public stockholders of Austerlitz I, the Company is expected to retain an approximately 58% equity interest (and approximately 72% voting interest) in Wynn Interactive.

The proposed business combination is expected to close by the end of 2021, subject to approval by Austerlitz I's stockholders, gaming regulatory approval and other customary closing conditions.

Note 2 - Basis of Presentation and Significant Accounting Policies

4 unchanged sentences

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented.

The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the full fiscal year.

The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

11 unchanged sentences

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 with a balance over a specified dollar amount, based upon 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.

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.

2 unchanged sentences

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

These taxes totaled $ 66.1 million and $ 543.9 million for the three months ended September 30, 2020 and 2019, respectively, and $ 332.5 million and $ 1.69 billion for the nine months ended September 30, 2020 and 2019, respectively.

Recently Adopted Accounting Standards

Financial Instruments - Credit Losses

The FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016.

The new guidance replaces the incurred loss impairment methodology in current U.S.

GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

For trade and other receivables, loans and other financial instruments, the Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

These taxes totaled $ 212.0 million and $ 254.0 million for the three months ended March 31, 2021 and 2020, respectively.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU No.

2020-04, "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04").

ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (referred to as "LIBOR"), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation.

ASU 2020-04 also provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued.

ASU 2020-04 can be adopted no later than December 1, 2022 with early adoption permitted.

The Company is currently assessing the impact the adoption of the new guidance will have on its consolidated financial statements.

Note 3 - Cash, Cash Equivalents and Restricted Cash

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

September 30,

2021 December 31,

8 unchanged sentences

(2) Cash equivalents consist of bank time deposits and money market funds.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 - Receivables, net

1 unchanged sentence

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

September 30,

2021 December 31,

5 unchanged sentences

$ 215,337 $ 200,158

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables.

As of September 30, 2020 and December 31, 2019, approximately 79.3 % 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 believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit investigation process, credit policies and collection procedures.

The Company’s allowance for casino credit losses was 45.8 % and 12.4 % of gross casino receivables as of September 30, 2020 and December 31, 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.

As of March 31, 2021 and December 31, 2020, approximately 75.8 % and 77.3 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 43.0 % and 47.2 % of gross casino receivables as of March 31, 2021 and December 31, 2020, respectively.

Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change.

The Company’s allowance for credit losses from its hotel and other receivables is not material.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the period (in thousands):

September 30,

2020 September 30,

2021 March 31,

Balance at beginning of year $ 100,329 $ 39,317

6 unchanged sentences

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

September 30,

2021 December 31,

7 unchanged sentences

$ 9,050,178 $ 9,196,644

Depreciation expense for the three months ended September 30, 2020 and 2019 was $ 177.3 million and $ 166.5 million, and depreciation expense for the nine months ended September 30, 2020 and 2019 was $ 522.4 million and $ 434.4 million, respectively.

As of March 31, 2021 and December 31, 2020, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Depreciation expense for the three months ended March 31, 2021 and 2020 was $ 177.7 million and $ 172.3 million, respectively.

Note 6 - Goodwill

The following table shows the movement in the Company's goodwill balance that occurred during the three-month period (in thousands):

Balance at beginning of period $ 144,095

Acquisitions —

Foreign currency translation 1,312

Balance at end of period $ 145,407

The Company recognized goodwill of $ 121.0 million in 2020 in connection with the acquisition of Betbull.

Goodwill is included in Corporate and other as of March 31, 2021 and December 31, 2020.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7 - Long-Term Debt

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

September 30,

2021 December 31,

27 unchanged sentences

(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) As of September 30, 2020, approximately $ 739.2 million and $ 567.8 million of the Wynn Macau Term Loan bore interest at a rate of LIBOR plus 2.125 % per year and HIBOR plus 2.125 % per year, respectively.

As of September 30, 2020, the weighted average interest rate was approximately 2.42 %.

(3) As of September 30, 2020, approximately $ 427.0 million and $ 324.1 million of the Wynn Macau Revolver bore interest at a rate of LIBOR plus 2.125 % per year and HIBOR plus 2.125 % per year, respectively.

As of September 30, 2020, the weighted average interest rate was approximately 2.39 %.

As of September 30, 2020, the Company had no available borrowing capacity under the Wynn Macau Revolver.

(2) Approximately $ 469.2 million and $ 359.3 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 March 31, 2021, the weighted average interest rate was approximately 2.37 %.

In January 2021, the Company prepaid $ 412.5 million of the Wynn Macau Term Loan.

(3) Approximately $ 260.2 million and $ 196.8 million of the Wynn Macau Revolver bears interest at a rate of LIBOR plus 2.25 % per year and HIBOR plus 2.25 % per year, respectively.

As of March 31, 2021, the weighted average interest rate was approximately 2.38 %.

As of March 31, 2021, the available borrowing capacity under the Wynn Macau Revolver was $ 293.0 million.

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

As of September 30, 2020, the weighted average interest rate was approximately 1.90 %.

Additionally, as of September 30, 2020, the available borrowing capacity under the WRF Revolver was $ 15.9 million, net of $ 18.1 million in outstanding letters of credit.

As of March 31, 2021, the weighted average interest rate was approximately 1.86 %.

Additionally, as of March 31, 2021, the available borrowing capacity under the WRF Revolver was $ 833.9 million, net of $ 16.1 million in outstanding letters of credit.

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

As of September 30, 2020, the effective interest rate was 2.70 %.

WML Senior Notes Offering

On June 19, 2020, WML issued $ 750.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "Existing 2026 WML Notes") pursuant to an indenture (the "2026 Indenture").

On August 26, 2020, WML issued additional $ 250.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "Additional 2026 Notes," together with the Existing 2026 WML Notes, "2026 WML Notes") pursuant to the 2026 Indenture, and $ 600.0 million aggregate principal amount of 5 5/8% Senior Notes due 2028 (the "2028 WML Notes," together with the 2026 WML Notes, the “2026 and 2028 WML Notes”) pursuant to an indenture (the "2028 Indenture,” together with

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

the 2026 Indenture, the “2026 and 2028 Indentures”).

The Additional 2026 Notes have identical terms, other than the issue date and the issue price, to, rank equally with and form a part of a single class of securities with the Existing 2026 WML Notes.

The 2026 WML Notes will mature on January 15, 2026 and bear interest at the rate of 5 1/2% per annum payable in arrears semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021.

At any time prior to June 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 2026 WML Notes at a redemption price equal to 105.500 % of the aggregate principal amount of the 2026 WML Notes, plus accrued and unpaid interest, if any.

At any time prior to June 15, 2022, WML may redeem the 2026 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 2026 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 2026 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a premium decreasing annually from 104.125 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest.

If WML undergoes a Change of Control (as defined in the 2026 Indenture), it must offer to repurchase the 2026 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 2026 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 2026 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2026 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2026 WML Notes.

The 2028 WML Notes will mature on August 26, 2028 and bear interest at the rate of 5 5/8% per annum payable in arrears semi-annually on February 26 and August 26 of each year, beginning on February 26, 2021.

At any time prior to August 26, 2023, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2028 WML Notes at a redemption price equal to 105.625 % of the aggregate principal amount of the 2028 WML Notes, plus accrued and unpaid interest, if any.

At any time prior to August 26, 2023, WML may redeem the 2028 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 2028 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 2028 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after August 26, 2023, WML may redeem the 2028 WML Notes in whole or in part at a premium decreasing annually from 102.813 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest.

If WML undergoes a Change of Control (as defined in the 2028 Indenture), it must offer to repurchase the 2028 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 2028 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 2028 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2028 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2028 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 2026 and 2028 WML 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 2026 and 2028 WML Notes will have the right to require WML to repurchase all or any part of such holder’s 2026 and 2028 WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The 2026 and 2028 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 2026 and 2028 WML Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the 2026 and 2028 WML Notes are subject to restrictions on transferability and resale.

The 2026 and 2028 Indentures contain covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things:

merge or consolidate with another company;

transfer or sell all or substantially all of its properties or assets;

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

lease all or substantially all of its properties or assets.

The terms of the 2026 and 2028 Indentures contain customary events of default, including, but not limited to:

default for 30 days in the payment when due of interest on the 2026 and 2028 WML Notes;

default in the payment when due of the principal of, or premium, if any, on the 2026 and 2028 WML Notes;

failure to comply with any payment obligations relating to the repurchase by WML of the 2026 and 2028 WML Notes upon a change of control;

failure to comply with certain covenants in the 2026 and 2028 Indentures;

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 2026 and 2028 WML Notes then outstanding will become due and payable immediately without further action or notice.

WML intends to use the net proceeds from the Existing 2026 WML Notes for general corporate purposes until WML's business recovers from the effects of the COVID-19 pandemic, and then to facilitate the repayment of a portion of the amounts outstanding under the Wynn Macau Credit Facilities.

WML used the net proceeds from the Additional 2026 and 2028 WML Notes to facilitate the prepayment of term loans outstanding under the Wynn Macau Credit Facilities in September 2020.

WML used a portion of the proceeds from the 2026 and 2028 WML Notes to pay related fees and expenses totaling $ 14.2 million, which was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

WRF 7 3/4% Senior Notes, due 2025

On April 14, 2020, WRF and its subsidiary Wynn Resorts Capital Corp.

(collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 600.0 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Notes") pursuant to an indenture (the "2025 Indenture") among the WRF Issuers, the guarantors party thereto, and U.S.

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

The 2025 WRF Notes were issued at par.

The 2025 WRF Notes will mature on April 15, 2025 and bear interest at the rate of 7 3/4% per annum payable in arrears semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020.

The WRF Issuers may redeem some or all of the 2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100 % of the aggregate principal amount of the 2025 WRF Notes to be redeemed plus a "make-whole" premium and accrued and unpaid interest.

In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35 % of the original aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after April 15, 2022, the WRF Issuers may redeem some or all of the 2025 WRF Notes at the redemption prices set forth in the 2025 Indenture plus accrued and unpaid interest.

In the event of a change of control triggering event, the WRF Issuers must offer to repurchase the 2025 WRF Notes at a repurchase price equal to 101 % of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date.

The 2025 WRF Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2025 WRF Notes are jointly and severally guaranteed by each of WRF’s existing domestic restricted subsidiaries that guarantee indebtedness under the WRF's senior secured credit facilities and the WRF Issuers' existing 5 1/8% senior notes due 2029, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025 and 2027.

The 2025 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 2025 Indenture.

The 2025 Indenture also contains customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, failure to pay certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments.

An event of default under the 2025 Indenture allows either the Trustee or the holders of at least 25 % in aggregate principal amount of the 2025 WRF Notes, as applicable, issued under such 2025 Indenture to accelerate the amounts due under the 2025 WRF Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the 2025 WRF Notes.

The 2025 WRF Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act").

The 2025 WRF Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act.

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

Therefore, the WRF 2025 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.

WRF used the net proceeds from the 2025 WRF Notes offering for general corporate purposes and to pay related fees and expenses totaling $ 5.6 million, of which $ 5.2 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

WRF Credit Agreement Amendment

On April 10, 2020, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Agreement Amendment") to its existing credit agreement (the "WRF Credit Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2021 (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 will be replaced with a minimum liquidity financial covenant that requires WRF and its restricted subsidiaries to maintain liquidity of at least $ 300.0 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.

Retail Term Loan Agreement Amendment

On May 5, 2020, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, 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.

As of March 31, 2021, the effective interest rate was 2.70 %.

Debt Covenant Compliance

As of September 30, 2020, management believes the Company was in compliance with all debt covenants.

As of March 31, 2021, management believes the Company was in compliance with all debt covenants.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

1 unchanged sentence

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of September 30, 2020 and December 31, 2019, was approximately $ 12.34 billion and $ 10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.90 billion and $ 10.52 billion, respectively.

The estimated fair value of the Company's long-term debt as of March 31, 2021 and December 31, 2020, was approximately $ 12.31 billion and $ 13.35 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.04 billion and $ 13.15 billion, respectively.

The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 8 - Stockholders' Equity (Deficit)

Equity Offering

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $ 0.01 per share, at a price of $ 115.00 per share for proceeds of $ 841.9 million, net of $ 17.7 million in underwriting discounts, commissions, and other expenses.

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

During the first quarter of 2020, the Company paid a cash dividend of $ 1.00 per share, and recorded $ 107.5 million as a reduction of retained earnings from cash dividends declared.

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, second, and third quarter of 2019, the Company paid cash dividends of $ 0.75 , $ 1.00 , and $ 1.00 per share, respectively, and recorded $ 80.7 million, $ 107.6 million, and $ 107.3 million, respectively, as a reduction of retained earnings from cash dividends declared.

Noncontrolling Interests

The board of directors of WML 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.

The Company's share of this dividend was $ 215.1 million with a reduction of $ 82.9 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

On June 19, 2019, WML paid a cash dividend of HK$ 0.45 per share for a total of $ 298.0 million.

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

The WML board of directors concluded not to recommend the payment of a dividend with respect to either of the years ended December 31, 2020 or 2019 due to the financial impact of the COVID-19 pandemic.

As such, WML paid no dividends during 2020 or the three months ended March 31, 2021.

During the three months ended March 31, 2021, the Retail Joint Venture did no t make any distribution to its non-controlling interest holder.

During the three months ended March 31, 2020, the Retail Joint Venture made aggregate distributions of approximately $ 1.0 million to its non-controlling interest holder.

For more information on the Retail Joint Venture, see Note 16, "Retail Joint Venture".

WYNN RESORTS, LIMITED AND SUBSIDIARIES

3 unchanged sentences

Fair Value Measurements Using:

September 30,

(Level 1) Other

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

September 30, 2020 December 31, 2019 Increase (decrease) September 30, 2019 December 31, 2018 Increase (decrease)

March 31, 2021 December 31, 2020 Increase (decrease) March 31, 2020 December 31, 2019 Increase (decrease)

Casino outstanding chips and front money deposits (1)

21 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

$ 3,891 $ ( 896 )

3 unchanged sentences

General and administrative 14,499 9,201

6,184 7,719 32,177 21,487

Pre-opening — — — 670

Total stock-based compensation expense 24,346 9,364

1 unchanged sentence

Total stock-based compensation costs $ 25,251 $ 9,581

(1) For the nine months ended September 30, 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) For the nine months ended September 30, 2020, reflects compensation cost of $ 4.4 million recognized in connection with the vesting of restricted stock performance awards.

(1) For the three months ended March 31, 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 407.4 million and $ 19.7 million for the three months ended September 30, 2020 and 2019, respectively, and an income tax expense of $ 564.1 million and $ 19.4 million for the nine months ended September 30, 2020 and 2019.

The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits, U.S.

loss carryforwards and other U.S.

deferred tax assets.

The Company recorded an income tax expense of $ 0.5 million and $ 75.8 million for the three months ended March 31, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to the Macau dividend tax agreement 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.

The 2020 income tax expense primarily related to the increase in the valuation allowance for U.S.

foreign tax credits.

In March 2021, the Company received an extension of its Macau dividend tax agreement, providing for a payment of MOP 12.8 million (approximately $ 1.6 million) for 2021 and MOP 6.3 million (approximately $ 0.8 million) for the period ending June 26, 2022, the expiration date of the gaming concession agreement.

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

1 unchanged sentence

During the third quarter of 2020, the Company concluded it could no longer rely on forecasted future taxable income in assessing a valuation allowance on its deferred tax assets.

This conclusion was reached due to cumulative operating losses incurred by the Company and recent tax legislation that reduced future sources of taxable income.

As of September 30, 2020, the Company now relies solely on the reversal of net taxable temporary differences in its establishment of a valuation allowance.

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 three months ended September 30, 2019, the Company was exempt from the payment of such taxes totaling $ 13.4 million.

For the nine months ended September 30, 2019, the Company was exempt from the payment of such taxes totaling $ 56.0 million.

For the three and nine months ended September 30, 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

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.

This conclusion was reached due to cumulative operating losses incurred by the Company and tax legislation that reduced future sources of taxable income.

As of March 31, 2021, the Company continues to rely solely on the reversal of net taxable temporary differences in assessing a need for a valuation allowance.

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.

For the three months ended March 31, 2021 and 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

In March 2021, the Financial Services Bureau concluded its review of the 2017 and 2018 Macau income tax returns of Palo with no changes.

Note 13 - Earnings Per Share

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

Diluted EPS is computed by dividing net income 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.

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

Diluted EPS is computed by dividing net loss 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, to the extent such impact is not anti-dilutive.

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

2 unchanged sentences

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927

Three Months Ended March 31,

Net loss attributable to Wynn Resorts, Limited $ ( 280,978 ) $ ( 402,037 )

Weighted average common shares outstanding 111,020 106,663

1 unchanged sentence

Weighted average common and common equivalent shares outstanding 111,020 106,663

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83

Net loss attributable to Wynn Resorts, Limited per common share, basic $ ( 2.53 ) $ ( 3.77 )

Net loss attributable to Wynn Resorts, Limited per common share, diluted $ ( 2.53 ) $ ( 3.77 )

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 1,235 1,209

2 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Minimum rental income $ 22,738 $ 31,650

$ ( 2,430 ) $ 33,643 $ 57,293 $ 100,022

Contingent rental income 26,006 6,679

Total rental income $ 48,744 $ 38,329

(1) For the three and nine months ended September 30, 2020, reflects the impact of rent concessions provided to tenants.

Note 15 - Commitments and Contingencies

4 unchanged sentences

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revere Action

2 unchanged sentences

On December 3, 2015, the court granted the MGC's motion to dismiss the claims asserted in the Revere Action and the court dismissed all claims except Mohegan's claim alleging procedural error by the MGC in granting the license to Wynn MA.

The plaintiffs appealed.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

plaintiffs appealed.

After multiple appeals and cross appeals, only two claims remained:

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and (2) Mohegan's claim for procedural error.

On July 12, 2019, the Suffolk Superior Court granted the MGC's motion for summary judgment and dismissed the open meeting law claim, leaving only Mohegan's procedural claim.

On July 12, 2019, the Suffolk Superior Court granted the MGC's motion for summary judgment and dismissed the open meeting law claim, leaving only Mohegan's procedural claim for procedural error.

On August 2, 2019, Mohegan filed a motion to file a second amended complaint, to add new claims related to the MGC's allegedly inadequate 2013 investigation.

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

Wynn MA was not named in the Revere Action.

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, and entered a written order approving the settlement on March 10, 2020.

Following dismissal of the only appeal, the settlement agreement has now become effective and final.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging similar 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 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.

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.

Individual Stockholder Actions

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 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 action.

As of September 2, 2020, all of the Individual Stockholder Actions have been dismissed.

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.

On February 11, 2021, the stockholder filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit.

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.

Securities Action

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Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018.

The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs.

The complaint alleges,

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs.

On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend.

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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, or reasonably estimate the possible loss or 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.

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 16 - Retail Joint Venture

As of September 30, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $ 100.4 million and $ 90.0 million, respectively, and total liabilities of $ 635.3 million and $ 622.4 million, respectively.

As of September 30, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $ 612.2 million and $ 611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of March 31, 2021 and December 31, 2020, the Retail Joint Venture had total assets of $ 103.9 million and $ 96.3 million, respectively, and total liabilities of $ 629.7 million and $ 633.5 million, respectively.

As of March 31, 2021 and December 31, 2020, the Retail Joint Venture's liabilities included long-term debt of $ 612.5 million and $ 612.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

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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").

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

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

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The following tables present the Company's segment information (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Operating revenues

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Entertainment, retail and other (1)

4,143 13,779 11,888 14,088

Total Encore Boston Harbor 130,090 140,890

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Adjusted Property EBITDA (2)

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Las Vegas Operations (3)

28,081 ( 22,077 )

Encore Boston Harbor (4)

30,363 ( 12,636 )

Corporate and other ( 43,469 ) —

Total 58,900 ( 5,329 )

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Corporate expenses and other 17,921 24,192

12,826 26,005 28,034 123,849

Stock-based compensation 24,346 9,364

10,053 10,276 40,501 29,774

Total other operating expenses 234,632 242,082

Operating income (loss) ( 283,007 ) 177,835 ( 1,053,434 ) 651,727

Operating loss ( 175,732 ) ( 247,411 )

Other non-operating income and expenses

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Total other non-operating income and expenses ( 159,954 ) ( 127,042 )

Income (loss) before income taxes ( 424,168 ) 46,610 ( 1,452,552 ) 348,269

Loss before income taxes ( 335,686 ) ( 374,453 )

Provision for income taxes ( 493 ) ( 75,800 )

Net income (loss) ( 831,533 ) 26,883 ( 2,016,655 ) 328,848

Net (income) loss attributable to noncontrolling interests 73,391 ( 30,379 ) 218,912 ( 132,921 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927

Net loss ( 336,179 ) ( 450,253 )

Net loss attributable to noncontrolling interests 55,201 48,216

Net loss attributable to Wynn Resorts, Limited $ ( 280,978 ) $ ( 402,037 )

(1) Includes lease revenue accounted for under lease accounting guidance.

For more information on leases, see Note 14, "Leases".

(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.

(2) "Adjusted Property EBITDA" is net 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, meeting and convention, 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.

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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 nine months ended September 30, 2020, includes a $ 30.2 million net gain recorded in relation to a derivative litigation settlement.

For the nine months ended September 30, 2019, includes a $ 35.0 million nonrecurring regulatory expense.

(4) Excludes $ 0.7 million included in pre-opening expenses for the nine months ended September 30, 2019.

(3) For the three months ended March 31, 2020, includes $ 56.4 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of its U.S.

employees for the period from April 1 through May 15, 2020.

(4) For the three months ended March 31, 2020, includes $ 19.3 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of its U.S.

employees for the period from April 1 through May 15, 2020.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30,

2021 December 31,

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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-Q

Item 1. Financial Statements