What changed in this filing

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Item 1. Financial Statements

2021-08-09 compared with 2021-05-10 · 172 added, 97 removed, 572 unchanged (32% of the section changed)

55 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Operating revenues:

40 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net loss $ ( 173,397 ) $ ( 734,869 ) $ ( 509,576 ) $ ( 1,185,122 )

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustments, before and after tax ( 290 ) 53 3,742 1,068

6 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2021

For the Three Months Ended June 30, 2021

outstanding Par

5 unchanged sentences

stockholders'

equity Noncontrolling

interests Total

stockholders'

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

Net loss — — — — — ( 131,369 ) ( 131,369 ) ( 42,028 ) ( 173,397 )

Currency translation adjustment — — — — ( 208 ) — ( 208 ) ( 82 ) ( 290 )

Issuance of restricted stock 44,686 — — — — — — — —

Cancellation of restricted stock ( 6,435 ) — — — — 18 18 6 24

Shares repurchased by the Company and held as treasury shares ( 1,596 ) — ( 207 ) — — — ( 207 ) — ( 207 )

Distribution to noncontrolling interest — — — — — — — ( 6,479 ) ( 6,479 )

Subsidiary equity issuance — — — ( 20,211 ) — — ( 20,211 ) 25,371 5,160

Stock-based compensation — — — 21,046 — — 21,046 3,243 24,289

Balances, June 30, 2021 115,683,983 $ 1,313 $ ( 1,427,094 ) $ 3,466,908 $ 6,293 $ ( 1,944,668 ) $ 102,752 $ ( 456,591 ) $ ( 353,839 )

For the Three Months Ended June 30, 2020

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

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

stockholders'

equity Noncontrolling

interests Total

stockholders'

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

Net loss — — — — — ( 637,564 ) ( 637,564 ) ( 97,305 ) ( 734,869 )

Currency translation adjustment — — — — 39 — 39 14 53

Issuance of restricted stock 40,270 — — 617 — — 617 189 806

Cancellation of restricted stock ( 17,477 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 37,091 ) — ( 2,910 ) — — — ( 2,910 ) 141 ( 2,769 )

Cash dividends declared — — — — — 208 208 16 224

Stock-based compensation — — — 17,039 — — 17,039 1,234 18,273

Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

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 Six Months Ended June 30, 2021

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

equity (deficit) Noncontrolling

9 unchanged sentences

Shares repurchased by the Company and held as treasury shares ( 39,790 ) — ( 4,563 ) — — — ( 4,563 ) — ( 4,563 )

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

Distribution to noncontrolling interest — — — — — — — ( 6,479 ) ( 6,479 )

Subsidiary equity issuance — — — ( 20,211 ) — — ( 20,211 ) 25,371 5,160

Stock-based compensation — — — 41,284 — — 41,284 5,628 46,912

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

Balances, June 30, 2021 115,683,983 $ 1,313 $ ( 1,427,094 ) $ 3,466,908 $ 6,293 $ ( 1,944,668 ) $ 102,752 $ ( 456,591 ) $ ( 353,839 )

For the Six Months Ended June 30, 2020

outstanding Par

3 unchanged sentences

comprehensive

loss Retained earnings Total Wynn Resorts, Ltd.

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

stockholders'

11 unchanged sentences

Stock-based compensation — — — 24,339 — — 24,339 1,485 25,824

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

Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

23 unchanged sentences

Repayments of long-term debt ( 1,205,099 ) ( 527,535 )

Proceeds from issuance of common stock 841,899 —

Proceeds from issuance of Wynn Resorts, Limited common stock 841,896 —

Repurchase of common stock ( 4,563 ) ( 8,437 )

Finance lease payment ( 3,881 ) ( 37 )

Finance lease payments ( 7,784 ) ( 74 )

Proceeds from exercise of stock options — 70

1 unchanged sentence

Distribution to noncontrolling interest ( 6,479 ) ( 998 )

Proceeds from issuance of subsidiary common stock 4,662 —

Payments for financing costs ( 2,152 ) ( 13,196 )

20 unchanged sentences

Additionally, the Company is a 50.1 % owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture").

The Company refers to Wynn Las Vegas and the Retail Joint Venture as its Las Vegas Operations.

The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as its Las Vegas Operations.

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

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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.

Wynn Resorts holds an approximately 74 % interest in, and consolidates, Wynn Interactive.

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

Recent Developments Related to COVID-19

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.

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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.

On August 3, 2021, in response to a risk of a community outbreak, the government of Macau has announced enhanced measures including tighter border control and strict mandatory COVID-19 testing requirements.

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,

The Company’s Las Vegas Operations and Encore Boston Harbor had 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.

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

On July 27, 2021, the Governor of Nevada issued an emergency directive, in accordance with new recommendations from the Centers for Disease Control, re-imposing mask protection requirements in all public indoor areas effective July 30, 2021.

At Encore Boston Harbor, on January 25, 2021, 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 schedule.

On April 27, 2021, the Governor of Massachusetts announced a phased plan for further reopening and on May 28, 2021 signed an

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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%.

executive order rescinding the COVID-19 related restrictions and limitations on businesses as of May 29, 2021.

The property continues to operate its hotel tower Thursday through Sunday.

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

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.

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 at our Macau Operations, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations 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 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.

As of June 30, 2021, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.80 billion, and had access to $ 834.2 million of available borrowing capacity from the WRF Revolving Facility and $ 293.2 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.

Given the Company's liquidity position at June 30, 2021, the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Macau Gaming Concession

The term of the Company's concession agreement with the Macau government ends on June 26, 2022.

If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $ 4.7 billion aggregate principal amount of WML Senior Notes, upon the occurrence of any event after which none of WML or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the respective senior notes, for a period of 10 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, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option").

The Macau government has publicly commented that it is studying the process by which concessions and subconcessions may be renewed, extended or issued.

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Business Combination Agreement

5 unchanged sentences

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The results for the three and six months ended June 30, 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.

2 unchanged sentences

For information on the Company's VIEs, see Note 16, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accounts Receivable

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.

Recoveries of accounts previously written off are recorded when received.

Certain amounts in the condensed consolidated financial statements for the first quarter of 2021 have been reclassified to be consistent with the current quarter presentation.

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

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, inputs into the Company's estimated allowance for credit losses, estimates regarding the useful lives and recoverability of the cost of long-lived assets, fair value estimates of intangible assets and their estimated useful lives, and litigation and contingency estimates.

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 Condensed Consolidated Statements of Operations.

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

These taxes totaled $ 234.2 million and $ 12.5 million for the three months ended June 30, 2021 and 2020, respectively, and $ 449.2 million and $ 266.4 million for the six months ended June 30, 2021 and 2020, respectively.

Recently Issued Accounting Standards

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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.

ASU 2020-04 provides optional expedients and exceptions for applying GAAP 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.

2 unchanged sentences

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 - Cash, Cash Equivalents and Restricted Cash

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(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

8 unchanged sentences

$ 245,959 $ 200,158

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.

As of June 30, 2021 and December 31, 2020, approximately 68.7 % 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.

The Company’s allowance for casino credit losses was 39.3 % and 47.2 % of gross casino receivables as of June 30, 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.

1 unchanged sentence

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

2021 March 31,

2021 June 30,

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

4 unchanged sentences

Balance at end of period $ 98,043 $ 88,319

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 5 - Property and Equipment, net

9 unchanged sentences

$ 8,925,386 $ 9,196,644

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.

As of June 30, 2021 and December 31, 2020, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel.

Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 176.1 million and $ 172.8 million, respectively, and depreciation expense for the six months ended June 30, 2021 and 2020 was $ 353.9 million and $ 345.1 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 —

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

Balance as of January 1, 2021 $ 144,095

Foreign currency translation 1,084

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.

Balance as of June 30, 2021 $ 145,179

WYNN RESORTS, LIMITED AND SUBSIDIARIES

32 unchanged sentences

(2) Approximately $ 454.4 million and $ 348.5 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 %.

As of June 30, 2021, the weighted average interest rate was approximately 2.35 %.

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

(3) Approximately $ 260.2 million and $ 197.1 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.

As of June 30, 2021, the weighted average interest rate was approximately 2.34 %.

As of June 30, 2021, the available borrowing capacity under the Wynn Macau Revolver was $ 293.2 million.

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

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.

As of June 30, 2021, the weighted average interest rate was approximately 1.86 %.

Additionally, as of June 30, 2021, the available borrowing capacity under the WRF Revolver was $ 834.2 million, net of $ 15.8 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 March 31, 2021, the effective interest rate was 2.70 %.

Debt Covenant Compliance

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

As of June 30, 2021, the effective interest rate was 2.70 %.

Wynn Macau Credit Facilities Refinancing Commitment

In August 2021, a subsidiary of WML received lender commitments for a senior unsecured revolving credit facility in an aggregate principal amount of up to $ 1.50 billion with a final maturity four years from inception.

The Company expects to enter into the facility during the third quarter of 2021, and to use a portion of the net proceeds from borrowings under the new facility to facilitate the repayment of the outstanding $ 1.26 billion of borrowings under the existing Wynn Macau Credit Facilities at closing.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt Covenant Compliance

As of June 30, 2021, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

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 as of June 30, 2021 and December 31, 2020, was approximately $ 12.41 billion and $ 13.35 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.00 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).

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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.

The Company used $ 716.0 million of the proceeds from the equity offering to repay the then 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.

1 unchanged sentence

Noncontrolling Interests

On April 16, 2021, Wynn Interactive issued a pre-emptive rights notice to its shareholders in connection with the proposed creation and issuance of new Class A shares.

Upon the consummation of the share issuance in May 2021, Wynn Interactive issued 3,229 new Class A shares to noncontrolling interest holders in exchange for aggregate proceeds of $ 4.7 million.

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.

As such, WML paid no dividends during 2020 or the six months ended June 30, 2021.

During the six months ended June 30, 2021 and 2020, the Retail Joint Venture made aggregate distributions of approximately $ 6.48 million and $ 1.0 million, respectively, to its noncontrolling interest holder.

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

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

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

June 30, 2021 December 31, 2020 Increase (decrease) June 30, 2020 December 31, 2019 Increase (decrease)

Casino outstanding chips and front money deposits (1)

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

$ 3,686 $ 3,196 $ 7,577 $ 2,300

Rooms 403 346 909 695

1 unchanged sentence

Entertainment, retail and other (2)

4,921 84 9,221 157

General and administrative (3)

15,275 16,792 29,774 25,993

Total stock-based compensation expense 25,107 21,084 49,453 30,448

1 unchanged sentence

Total stock-based compensation costs $ 26,231 $ 21,570 $ 51,482 $ 31,151

(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.

(1) For the six months ended June 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 three and six months ended June 30, 2021, reflects compensation cost of $ 1.4 million and $ 2.7 million, respectively, recognized in connection with the vesting of restricted stock performance awards.

(3) For the three and six months ended June 30, 2020, reflects compensation cost of $ 4.4 million recognized in connection with the vesting of restricted stock performance awards.

Note 12 - Income Taxes

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 Company recorded an income tax expense of $ 0.7 million and $ 80.9 million for the three months ended June 30, 2021 and 2020, respectively and an income tax expense of $ 1.2 million and $ 156.7 million for the six months ended June 30, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to an increase in valuation allowance for U.S deferred tax assets and 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.

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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.

As of June 30, 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.

For the three and six months ended June 30, 2021 and 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.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13 - Earnings Per Share

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net loss attributable to Wynn Resorts, Limited $ ( 131,369 ) $ ( 637,564 ) $ ( 412,347 ) $ ( 1,039,601 )

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Minimum rental income $ 25,218 $ 28,073 $ 47,957 $ 59,723

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Total rental income $ 55,328 $ 29,912 $ 104,072 $ 68,242

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Commitments and Contingencies

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

plaintiffs appealed.

The plaintiffs appealed.

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

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

On May 12, 2021, the parties stipulated to dismiss the appeal.

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.

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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,

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.

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

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

On July 1, 2020, the plaintiffs filed an amended complaint.

On August 14, 2020, the Company filed a motion to dismiss the amended complaint, which is pending decision from the court.

On August 14, 2020, the Company filed a motion to dismiss the amended complaint.

On July 28, 2021, the court granted in part, and denied in part, the Company's motion to dismiss the amended complaint, dismissing certain of plaintiffs' claims, including all claims against Mr.

Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's current and former executive officers, including Mr.

Maddox, Stephen A.

Wynn, Kimmarie Sinatra, and Steven Cootey.

The defendants in these actions will vigorously defend against the claims pleaded against them.

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Note 16 - Retail Joint Venture

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.

As of June 30, 2021 and December 31, 2020, the Retail Joint Venture had total assets of $ 101.2 million and $ 96.3 million, respectively, and total liabilities of $ 629.1 million and $ 633.5 million, respectively.

As of June 30, 2021 and December 31, 2020, the Retail Joint Venture's liabilities included long-term debt of $ 612.6 million and $ 612.3 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)

Note 17 - Segment Information

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Encore Boston Harbor is presented as one reportable segment.

The results of Wynn Interactive are presented within Corporate and other.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Operating revenues

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Entertainment, retail and other (1)

6,166 206 10,735 7,745

Total Encore Boston Harbor 165,241 206 295,331 141,096

Corporate and other:

Entertainment, retail and other 15,407 — 26,306 —

Total Corporate and other 15,407 — 26,306 —

Total operating revenues $ 990,113 $ 85,698 $ 1,726,795 $ 1,039,414

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Adjusted Property EBITDA (2)

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Corporate expenses and other (5)

19,841 ( 8,984 ) 37,762 15,208

Stock-based compensation 25,107 21,084 49,453 30,448

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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 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.

(3) For the three months ended June 30, 2020, excluded $ 56.4 million of expense accrued during the first quarter of 2020 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.

(4) For the three months ended June 30, 2020, excluded $ 19.3 million of expense accrued during the first quarter of 2020 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.

(5) For the three and six months ended June 30, 2020, included $ 27.7 million net gain recorded in relation to a derivative litigation settlement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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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