What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-10 compared with 2021-11-09 · 158 added, 289 removed, 472 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Current assets:

49 unchanged sentences

(in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Operating revenues:

35 unchanged sentences

Diluted 115,030 111,020

Dividends declared per common share $ — $ — $ — $ 1.00

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

2 unchanged sentences

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Net loss $ ( 254,610 ) $ ( 336,179 )

Other comprehensive (loss) income:

Other comprehensive income:

Foreign currency translation adjustments, before and after tax 4,597 4,032

4 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

For the Three Months Ended September 30, 2021

For the Three Months Ended March 31, 2022

outstanding Par

5 unchanged sentences

stockholders'

equity (deficit) Noncontrolling

interests Total

stockholders'

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

Net loss — — — — — ( 166,249 ) ( 166,249 ) ( 79,734 ) ( 245,983 )

Currency translation adjustment — — — — ( 2,174 ) — ( 2,174 ) ( 689 ) ( 2,863 )

Issuance of restricted stock 48,435 1 — ( 1 ) — — — — —

Cancellation of restricted stock ( 5,224 ) — — — — 22 22 4 26

Shares repurchased by the Company and held as treasury shares ( 68,376 ) — ( 6,441 ) — — — ( 6,441 ) — ( 6,441 )

Distribution to noncontrolling interest — — — — — — — ( 5,364 ) ( 5,364 )

Stock-based compensation — — — 18,852 — — 18,852 3,023 21,875

Balances, September 30, 2021 115,658,818 $ 1,314 $ ( 1,433,535 ) $ 3,485,759 $ 4,119 $ ( 2,110,895 ) $ ( 53,238 ) $ ( 539,351 ) $ ( 592,589 )

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

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

Balances, January 1, 2022 115,714,943 $ 1,314 $ ( 1,436,373 ) $ 3,502,715 $ 6,004 $ ( 2,288,078 ) $ ( 214,418 ) $ ( 621,797 ) $ ( 836,215 )

Net loss — — — — — ( 183,324 ) ( 183,324 ) ( 71,286 ) ( 254,610 )

3 unchanged sentences

Shares repurchased by the Company and held as treasury shares ( 137,085 ) — ( 11,667 ) — — — ( 11,667 ) — ( 11,667 )

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

Distribution to noncontrolling interest — — — — — — — ( 9,279 ) ( 9,279 )

Contribution from noncontrolling interest — — — 48,559 — — 48,559 1,474 50,033

Stock-based compensation — — — 11,108 — 117 11,225 3,369 14,594

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 )

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, 2021

Balances, March 31, 2022 115,917,961 $ 1,318 $ ( 1,448,040 ) $ 3,571,666 $ 9,301 $ ( 2,471,285 ) $ ( 337,040 ) $ ( 696,219 ) $ ( 1,033,259 )

For the Three Months Ended March 31, 2021

outstanding Par

16 unchanged sentences

Shares repurchased by the Company and held as treasury shares ( 38,194 ) — ( 4,356 ) — — — ( 4,356 ) — ( 4,356 )

Distribution to noncontrolling interest — — — — — — — ( 11,843 ) ( 11,843 )

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

Stock-based compensation — — — 60,136 — — 60,136 8,651 68,787

Balances, September 30, 2021 115,658,818 $ 1,314 $ ( 1,433,535 ) $ 3,485,759 $ 4,119 $ ( 2,110,895 ) $ ( 53,238 ) $ ( 539,351 ) $ ( 592,589 )

For the Nine 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, 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 loss — — — — — ( 1,797,743 ) ( 1,797,743 ) ( 218,912 ) ( 2,016,655 )

Currency translation adjustment — — — — 781 — 781 301 1,082

Issuance of restricted stock 843,102 8 — 6,700 — — 6,708 818 7,526

Cancellation of restricted stock ( 237,680 ) ( 2 ) — 2 — — — — —

Shares repurchased by the Company and held as treasury shares ( 97,067 ) — ( 9,537 ) — — — ( 9,537 ) 141 ( 9,396 )

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 )

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 )

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:

26 unchanged sentences

Finance lease payments ( 4,443 ) ( 3,881 )

Proceeds from exercise of stock options — 70

Dividends paid ( 932 ) ( 108,282 )

Distribution to noncontrolling interest ( 9,279 ) —

Proceeds from issuance of subsidiary common stock 4,662 —

Contribution from noncontrolling interest 50,033 —

Dividends paid ( 1,163 ) ( 295 )

Payments for debt financing costs ( 109 ) ( 2,154 )

Net cash (used in) provided by financing activities ( 555,569 ) 2,236,479

Net cash provided by (used in) financing activities 10,872 ( 285,440 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 925 ) ( 1,131 )

Cash, cash equivalents and restricted cash:

(Decrease) increase in cash, cash equivalents and restricted cash ( 1,003,230 ) 1,201,452

Decrease in cash, cash equivalents and restricted cash ( 204,653 ) ( 589,113 )

Balance, beginning of period 2,531,067 3,486,384

11 unchanged sentences

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company"), is a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming.

In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72 % of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts.

In the Macau Special Administrative Region ("Macau") of the People's Republic of China ("PRC"), the Company owns approximately 72 % of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts.

The Company refers to Wynn Palace and Wynn Macau as its Macau Operations.

2 unchanged sentences

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.

In October 2020, Wynn Interactive Ltd.

("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").

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.

In Everett, Massachusetts, the Company owns 100 % of and operates Encore Boston Harbor, an integrated resort.

The Company also holds an approximately 74 % interest in, and consolidates, Wynn Interactive Ltd.

("Wynn Interactive"), through which it operates online sports betting and gaming businesses in the United States and the United Kingdom, as well as a social casino business.

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 each has since reopened.

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, or when travel restrictions may be fully lifted thereafter.

Macau Operations

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 put in place 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 some 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.

Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau, 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.

Although there have been periods during which certain restrictions and conditions were eased by the Macau government to allow for greater visitation and quarantine-free travel to Macau, adverse conditions and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced.

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.

Las Vegas Operations and Encore Boston Harbor

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor 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.

Over the course of the nine months ended September 30, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100 % of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

The COVID-19 pandemic has materially impacted and is likely to continue to materially impact our business, financial condition and results of operations.

As of March 31, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.32 billion, and had access to $ 835.6 million of available borrowing capacity from the WRF Revolver and $ 211.9 million of available borrowing capacity from the WM Cayman II Revolver.

As a result of the negative impact the COVID-19 pandemic has had, and will likely continue to have, on our operating income, the Company has suspended its dividend program for the foreseeable future.

Given the Company's liquidity position as of March 31, 2022, the Company believes it will be able to support continuing operations and respond to the continuing impact of the COVID-19 pandemic and related economic disruptions.

Macau Gaming Concession

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

If the term of this concession agreement is not extended, renewed or 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 and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

As of September 30, 2021, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.48 billion, and had access to $ 834.2 million of available borrowing capacity from the WRF Revolving Facility and $ 413.1 million of available borrowing capacity from the WM Cayman II Revolver (as defined and discussed further in Note 7, "Long-Term Debt").

The Company has suspended its dividend program.

Given the Company's liquidity position as of September 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 and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, 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"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

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 and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

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.

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

in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, 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”), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the “Property Mandatory Prepayment Event”).

In January 2022, the Macau government published a draft of its proposed revisions to the gaming law which is currently under review by the Macau Legislative Assembly.

On March 3, 2022, the Macau government announced its intention to extend the term of Macau’s six gaming concession and subconcession contracts until December 31, 2022 in order to ensure sufficient time to complete the amendment to the Macau gaming law and to conduct a public tender for the awarding of new gaming concessions contracts.

The Macau government invited Wynn Resorts (Macau) S.A.

("WRM") to submit a formal request for an extension along with a commitment to pay the Macau government approximately 47.0 million Macau pataca (MOP) (approximately $ 5.8 million) and provided a bank guarantee to secure the fulfillment of WRM’s payment obligations towards its employees should WRM be unsuccessful in tendering for a new concession contract after its concession expires.

WRM submitted a request for an extension of its concession agreement on March 11, 2022, which is subject to approval by the Macau government.

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

If the Company is unable to extend or renew its concession agreement or obtain a new gaming concession agreement, and an election by the WML Senior Note holders to exercise the Special Put Option and the triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Note 2 - Basis of Presentation and Significant Accounting Policies

2 unchanged sentences

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

are adequate to make the information presented not misleading.

generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.

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

The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2022.

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, 2021.

8 unchanged sentences

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 $ 188.7 million and $ 66.1 million for the three months ended September 30, 2021 and 2020, respectively, and $ 637.9 million and $ 332.5 million for the nine months ended September 30, 2021 and 2020, respectively.

These taxes totaled $ 176.9 million and $ 212.0 million for the three months ended March 31, 2022 and 2021, respectively.

Recently Issued Accounting Standards

3 unchanged sentences

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.

In response to the concerns about structural risks of interbank offered rates and, particularly, the planned 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.

ASU 2020-04 must 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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,

March 31, 2022 December 31, 2021

Cash and cash equivalents:

11 unchanged sentences

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

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Casino $ 191,884 $ 199,030

4 unchanged sentences

$ 187,007 $ 199,463

As of September 30, 2021 and December 31, 2020, approximately 72.8 % and 77.3 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of March 31, 2022 and December 31, 2021, approximately 70.2 % and 70.3 %, 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 42.2 % and 47.2 % of gross casino receivables as of September 30, 2021 and December 31, 2020, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s allowance for casino credit losses was 50.0 % and 53.7 % of gross casino receivables as of March 31, 2022 and December 31, 2021, respectively.

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

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

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

September 30,

2021 September 30,

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

Balance at beginning of year $ 111,319 $ 100,329

4 unchanged sentences

Balance at end of period $ 100,101 $ 102,412

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 5 - Property and Equipment, net

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

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Buildings and improvements $ 9,768,023 $ 9,785,514

6 unchanged sentences

$ 8,670,727 $ 8,765,308

As of September 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 September 30, 2021 and 2020 was $ 169.7 million and $ 177.3 million, respectively, and depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 523.6 million and $ 522.4 million, respectively.

Note 6 - Goodwill

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

Balance as of January 1, 2021 $ 144,094

Foreign currency translation ( 4,167 )

Balance as of September 30, 2021 $ 139,927

As of March 31, 2022 and December 31, 2021, 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 March 31, 2022 and 2021 was $ 176.3 million and $ 177.7 million, respectively.

Encore Boston Harbor Real Estate Sale and Leaseback

On February 14, 2022, Wynn MA, LLC, the owner and operator of Encore Boston Harbor and an indirect, wholly owned subsidiary of WRL (“Wynn MA”), entered into a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor.

Upon closing of the related transactions, which are currently expected to take place in the fourth quarter of 2022 subject to the receipt of required regulatory approvals and customary closing conditions, the Company expects to receive cash consideration of approximately $ 1.7 billion in exchange for the sale of such real estate assets to an unrelated third party, and to concurrently enter into a master lease agreement whereby Wynn MA and certain of its affiliates will lease such real estate assets for the purpose of continuing to operate the Encore Boston Harbor property.

The master lease agreement provides for an initial annual rent of $ 100.0 million for a term of 30 years with one 30-year renewal option, subject to certain annual rent escalations.

The Company expects to use the cash proceeds from the sale of the real estate assets for general corporate purposes, which may include the repayment of certain debt obligations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 - Goodwill

The following table shows the movement in the Company's goodwill balance that occurred during the periods presented (in thousands):

Balance at beginning of year $ 129,738 $ 144,095

Foreign currency translation ( 961 ) 1,312

Impairment ( 30,250 ) —

Balance at end of period $ 98,527 $ 145,407

During the three months ended March 31, 2022, as a result of changes in forecasts and other industry-specific factors, the Company identified interim indicators of impairment related to the goodwill assigned to the reporting units comprising Wynn Interactive.

After revisiting the estimated fair value of those reporting units based on a combination of the income and market approaches, the Company recognized impairment of $ 30.3 million, which is recorded in Property charges and other in the accompanying Condensed Consolidated Statements of Operations.

Note 7 - Long-Term Debt

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

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Macau Related:

Wynn Macau Credit Facilities (1) :

Wynn Macau Term Loan, due 2022 $ — $ 1,268,106

Wynn Macau Revolver, due 2022 — 407,443

WM Cayman II Revolver, due 2025 (1)

$ 1,283,922 $ 1,287,766

WML 4 7/8% Senior Notes, due 2024 600,000 600,000

6 unchanged sentences

WRF Term Loan, due 2024 875,000 887,500

WRF Revolver, due 2024 — 716,000

WLV 4 1/4% Senior Notes, due 2023 500,000 500,000

10 unchanged sentences

Total long-term debt, net of current portion $ 11,872,894 $ 11,884,546

(1) In September 2021, the Company prepaid the aggregate amount of $ 1.26 billion of borrowings outstanding under Wynn Macau Credit Facilities.

(1) The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 226.5 million and $ 862.6 million of the WM Cayman II Revolver bears interest at a rate of LIBOR plus 2.625 % per year and HIBOR plus 2.625 % per year, respectively.

As of September 30, 2021, the weighted average interest rate was approximately 2.69 %.

As of September 30, 2021, the available borrowing capacity under the WM Cayman II Revolver was $ 413.1 million.

Approximately $ 268.2 million and $ 1.02 billion of the WM Cayman II Revolver bears interest at a rate of LIBOR plus 2.625 % per year and HIBOR plus 2.625 % per year, respectively.

As of March 31, 2022, the weighted average interest rate was approximately 2.96 %.

As of March 31, 2022, the available borrowing capacity under the WM Cayman II Revolver was $ 211.9 million.

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

As of September 30, 2021, the weighted average interest rate was approximately 1.84 %.

Additionally, as of September 30, 2021, the available borrowing capacity under the WRF Revolver was $ 834.2 million, net of $ 15.8 million in outstanding letters of credit.

As of March 31, 2022, the weighted average interest rate was approximately 2.21 %.

Additionally, as of March 31, 2022, the available borrowing capacity under the WRF Revolver was $ 835.6 million, net of $ 14.4 million in outstanding letters of credit.

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

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

WM Cayman II Revolver

On September 16, 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $ 1.50 billion equivalent revolving unsecured credit facility consisting of one tranche in an amount of $ 312.5 million and one tranche in an amount of HK$ 9.26 billion (approximately $ 1.19 billion) to WM Cayman II (the "WM Cayman II Revolver").

WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $ 1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

As of March 31, 2022, the effective interest rate was 2.70 %.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The final maturity of all outstanding loans under the WM Cayman II Revolver is September 16, 2025 (or if September 16, 2025 is not a business day, the next business day in the relevant calendar month), by which time any outstanding borrowings from the WM Cayman II Revolver must be repaid.

Borrowings of $ 1.09 billion under the WM Cayman II Revolver, along with $ 200.0 million of cash, were used to facilitate the prepayment of the outstanding $ 1.26 billion of borrowings under the Wynn Macau Credit Facilities, and to pay related fees and expenses totaling $ 29.1 million, of which $ 28.5 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

The Company recognized this transaction primarily as a modification of existing debt with the related unamortized debt issuance costs reallocated to the WM Cayman II Revolver.

For those components of debt that were deemed extinguished, the Company recognized a loss on extinguishment of debt of $ 0.7 million.

The Facility Agreement contains representations, warranties, covenants and events of default customary for similar financings.

The Facility Agreement also contains certain mandatory prepayment provisions relating to the loss or termination of the Company's gaming operations or concession contracts in Macau.

WM Cayman II Revolver Amendment

On May 5, 2022, WM Cayman II and its lenders agreed to waive certain financial covenants in the facility agreement under the WM Cayman II Revolver in respect of the relevant periods ending on the following applicable test dates:

(a) June 30, 2022;

(b) September 30, 2022;

and (d) March 31, 2023;

and to provide for a floor on the interest rate margin of 2.625 % per annum through June 30, 2023.

WML , as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied through the facility agreement.

Debt Covenant Compliance

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

As of March 31, 2022, 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 September 30, 2021 and December 31, 2020, was approximately $ 11.68 billion and $ 13.35 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.81 billion and $ 13.15 billion, respectively.

The estimated fair value of the Company's long-term debt as of March 31, 2022 and December 31, 2021, was approximately $ 11.34 billion and $ 11.72 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.98 billion and $ 12.00 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).

1 unchanged sentence

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 then outstanding borrowings under the WRF Revolver, and used 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.

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 and commissions.

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

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 nine months ended September 30, 2021.

Retail Joint Venture

During the three months ended March 31, 2022, the Retail Joint Venture made aggregate distributions of approximately $ 9.3 million to its non-controlling interest holder.

During the three months ended March 31, 2021, the Retail Joint Venture did not make any distributions to its non-controlling interest holder.

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

During the three months ended March 31, 2022, in exchange for cash consideration of $ 50.0 million, the Company sold to Crown Acquisitions Inc.

("Crown") a 49.9 % interest in certain retail space contributed by the Company to the Retail Joint Venture.

In connection with this transaction, the Company recorded $ 48.6 million of additional paid-in capital and $ 1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Condensed Consolidated Statement of Stockholders' Deficit for the three months ended March 31, 2022 .

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the nine months ended September 30, 2021 and 2020, the Retail Joint Venture made aggregate distributions of approximately $ 11.8 million and $ 2.0 million, respectively, to its noncontrolling interest holder.

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

Note 9 - Fair Value Measurements

1 unchanged sentence

Fair Value Measurements Using:

September 30,

March 31, 2022 Quoted

Active Markets

(Level 1) Other

3 unchanged sentences

Interest rate collar $ 2,670 $ — $ 2,670 $ —

Interest rate collar $ 817 $ — $ 817 $ —

Fair Value Measurements Using:

December 31, 2021 Quoted

Active Markets

(Level 1) Other

5 unchanged sentences

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

September 30, 2021 December 31, 2020 Increase / (decrease) September 30, 2020 December 31, 2019 Increase / (decrease)

March 31, 2022 December 31, 2021 Increase / (decrease) March 31, 2021 December 31, 2020 Increase / (decrease)

Casino outstanding chips and front money deposits (1)

9 unchanged sentences

These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.

As of March 31, 2022 and December 31, 2021, the Company had no agreements in place with gaming promoters.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future.

6 unchanged sentences

The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 11 - Stock-Based Compensation

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,

2021 2020 2021 2020

$ 3,423 $ 2,496 $ 11,000 $ 4,796

Three Months Ended March 31,

Casino $ 2,255 $ 3,891

Rooms 187 506

1 unchanged sentence

Entertainment, retail and other 3,895 4,300

7,071 102 16,292 259

General and administrative 7,201 14,499

13,998 6,184 43,772 32,177

Total stock-based compensation expense 13,900 24,346

1 unchanged sentence

Total stock-based compensation costs $ 14,579 $ 25,251

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

(3) 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.

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 1.2 million and $ 407.4 million for the three months ended September 30, 2021 and 2020, respectively and an income tax expense of $ 2.3 million and $ 564.1 million for the nine months ended September 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.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company recorded an income tax expense of $ 1.1 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively.

I ncome tax expense in both periods primarily related to the Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders of WRM.

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

and foreign deferred tax assets.

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 tax legislation that reduced future sources of taxable income.

As of September 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 and nine months ended September 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.

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, WRM 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.

For the three months ended March 31, 2022 and 2021, 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 Real Estate Company Limited, a subsidiary of WRM, with no changes.

In January 2022, the Financial Services Bureau issued final tax assessments for WRM for the year 2017 and 2018.

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

Note 13 - Earnings Per Share

2 unchanged sentences

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

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Net loss attributable to Wynn Resorts, Limited $ ( 183,324 ) $ ( 280,978 )

5 unchanged sentences

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 825 1,235

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14 - Leases

1 unchanged sentence

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,

2021 2020 2021 2020

Three Months Ended March 31,

Minimum rental income $ 24,601 $ 22,738

$ 27,719 $ ( 2,430 ) $ 75,676 $ 57,293

Contingent rental income 20,623 26,006

Total rental income $ 45,224 $ 48,744

(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

1 unchanged sentence

In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Massachusetts Gaming License Related Actions

On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA the award winner of the Greater Boston (Region A) gaming license (the "Boston area license").

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

Revere Action

On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the Boston area license, the International Brotherhood of Electrical Workers, Local 103, and several individuals, filed a complaint against the MGC and its gaming commissioners in Suffolk Superior Court in Boston, Massachusetts (the "Revere Action").

Mohegan Sun ("Mohegan"), the other applicant for the Boston area license, joined the lawsuit and challenged the MGC's award of the Boston area license.

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.

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

(1) individual plaintiffs' claim for violation of the open meeting laws;

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

Derivative Litigation

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.

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").

Macau Litigation Related to Dore

WRM has been named as a defendant in lawsuits filed in the Macau Court of First Instance by individuals who claim to be investors in or persons with credit in accounts maintained by Dore Entertainment Company Limited (“Dore”), an independent, Macau registered and licensed company that operated a gaming promoter business at Wynn Macau.

In connection with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the “Dore Incident”), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as investments or gaming deposits that allegedly resulted in certain losses for these individuals.

The principal allegations common to the lawsuits are that WRM, as a gaming concessionaire, should be held responsible for Dore’s conduct on the basis that WRM is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the purported losses.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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 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.

Derivative Litigation ("Federal Derivative Case"), which also claim corporate waste and violation of Section 14(a) of the Exchange Act.

In June 2018, the Company filed a motion to dismiss and a motion to stay pending resolution of the Securities Action (described below).

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

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

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

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.

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.

On November 19, 2021, the Macau Court of Final Appeal issued a final ruling (the “Ruling”) with respect to one such lawsuit that WRM was held jointly liable to a plaintiff.

Pursuant to the Ruling, WRM was required to pay approximately $ 1.2 million, inclusive of accumulated interest, to such plaintiff.

The Company believes most remaining cases are without merit and unfounded and intends to vigorously defend against the remaining claims pleaded against WRM in these lawsuits.

The Company has made estimates for potential litigation costs based upon its assessment of the likely outcome and has recorded provisions for such amounts in the accompanying condensed consolidated financial statements.

No assurances can be provided as to the outcome of the pending Dore cases, and actual results may differ from these estimates.

Securities Action

7 unchanged sentences

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.

Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's 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.

These actions are in preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The defendants in this action intend to vigorously defend against the claims pleaded against them.

This action is in the preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or reasonably estimate the range of possible loss, if any.

Federal Investigation

1 unchanged sentence

The Company received requests for information from the U.S.

Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and in the first half of 2020, received two grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.

Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and beginning in 2020 received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.

The Company continues to cooperate with the U.S.

2 unchanged sentences

Note 16 - Retail Joint Venture

As of September 30, 2021 and December 31, 2020, the Retail Joint Venture had total assets of $ 98.2 million and $ 96.3 million, respectively, and total liabilities of $ 626.6 million and $ 633.5 million, respectively.

As of September 30, 2021 and December 31, 2020, the Retail Joint Venture's liabilities included long-term debt of $ 612.8 million and $ 612.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

As of March 31, 2022 and December 31, 2021, the Retail Joint Venture had total assets of $ 95.3 million and $ 98.0 million, respectively, and total liabilities of $ 619.2 million and $ 624.4 million, respectively.

As of March 31, 2022 and December 31, 2021, the Retail Joint Venture's liabilities included long-term debt of $ 613.0 million and $ 612.9 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

The Company reviews the results of operations for each of its operating segments, and identifies reportable segments based upon factors such as geography, regulatory environment, and the Company's organizational and management reporting structure.

Wynn Macau and Encore, an expansion at Wynn Macau, are managed as a single integrated resort and have been aggregated as one reportable segment ("Wynn Macau").

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").

Encore Boston Harbor is presented as one reportable segment.

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

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the information reviewed by its chief operating decision maker, and the Company's organizational and management reporting structure.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has identified the following reportable segments:

(i) Wynn Macau, representing the aggregate of Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort;

(ii) Wynn Palace;

(iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort;

(iv) Encore Boston Harbor;

and (v) Wynn Interactive.

For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Operating revenues

25 unchanged sentences

Entertainment, retail and other (1)

7,809 4,143 18,544 11,888

Total Encore Boston Harbor 190,796 130,090

Corporate and other:

Wynn Interactive:

Entertainment, retail and other 22,927 10,899

Total Corporate and other 14,442 — 40,748 —

Total Wynn Interactive 22,927 10,899

Total operating revenues $ 953,334 $ 736,682

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Adjusted Property EBITDA (2)

5 unchanged sentences

Encore Boston Harbor 55,250 30,363

Corporate and other ( 103,593 ) — ( 187,961 ) —

Wynn Interactive ( 31,501 ) ( 43,469 )

Total 177,581 58,900

4 unchanged sentences

Corporate expenses and other 25,823 17,921

18,901 12,826 56,663 28,034

Stock-based compensation 13,900 24,346

16 unchanged sentences

(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.

The Company uses Adjusted Property EBITDA to manage the operating results of its segments.

Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.

Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation.

We also present Adjusted Property EBITDA because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements.

The Company also presents Adjusted Property EBITDA because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements.

Gaming companies have historically reported EBITDA as a supplement to GAAP.

In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.

Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA.

Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(3) For the nine months ended September 30, 2020, included $ 30.2 million net gain recorded in relation to a derivative litigation settlement.

In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of the Company's performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.

Unlike net loss, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

The Company has significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA.

Also, the Company's calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Macau Operations:

5 unchanged sentences

Encore Boston Harbor 2,147,869 2,193,117

Wynn Interactive 238,829 287,805

Corporate and other 1,664,447 1,657,149

1 unchanged sentence

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