What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-09 · 220 added, 258 removed, 471 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Current assets:

39 unchanged sentences

Additional paid-in capital 3,604,945 3,583,923

Accumulated other comprehensive income 10,388 6,004

Accumulated other comprehensive income (loss) 10,475 ( 404 )

Accumulated deficit ( 2,699,476 ) ( 2,711,808 )

7 unchanged sentences

(in thousands, except per share data)

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

2022 2021 2022 2021

Three Months Ended March 31,

Operating revenues:

15 unchanged sentences

Total operating expenses 1,254,164 1,048,199

Operating loss ( 52,991 ) ( 83,664 ) ( 199,884 ) ( 288,917 )

Operating income (loss) 169,515 ( 94,865 )

Other income (expense):

2 unchanged sentences

Change in derivatives fair value 23,046 7,400

Loss on extinguishment of debt — ( 738 ) — ( 2,060 )

Loss on debt financing transactions ( 12,236 ) —

Other ( 30,614 ) ( 15,127 )

Other income (expense), net ( 167,351 ) ( 158,605 )

Loss before income taxes ( 206,401 ) ( 244,828 ) ( 672,575 ) ( 753,214 )

Income (loss) before income taxes 2,164 ( 253,470 )

Provision for income taxes ( 1,018 ) ( 1,140 )

Net loss ( 207,791 ) ( 245,983 ) ( 675,823 ) ( 755,559 )

Net income (loss) 1,146 ( 254,610 )

net loss attributable to noncontrolling interests 11,186 71,286

Net loss attributable to Wynn Resorts, Limited $ ( 142,892 ) $ ( 166,249 ) $ ( 456,267 ) $ ( 578,596 )

Basic and diluted net loss per common share:

Net loss attributable to Wynn Resorts, Limited:

Net income (loss) attributable to Wynn Resorts, Limited $ 12,332 $ ( 183,324 )

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

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

Basic $ 0.11 $ ( 1.59 )

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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

2022 2021 2022 2021

Net loss $ ( 207,791 ) $ ( 245,983 ) $ ( 675,823 ) $ ( 755,559 )

Three Months Ended March 31,

Net income (loss) $ 1,146 $ ( 254,610 )

Other comprehensive income (loss):

Foreign currency translation adjustments, before and after tax 15,163 4,597

Total comprehensive loss ( 207,059 ) ( 248,846 ) ( 669,610 ) ( 754,680 )

Total comprehensive income (loss) 16,309 ( 250,013 )

comprehensive loss attributable to noncontrolling interests 6,902 69,986

Comprehensive loss attributable to Wynn Resorts, Limited $ ( 142,333 ) $ ( 168,423 ) $ ( 451,883 ) $ ( 578,081 )

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ 23,211 $ ( 180,027 )

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

2 unchanged sentences

(in thousands, except share data)

For the Three Months Ended September 30, 2022

For the Three Months Ended March 31, 2023

outstanding Par

8 unchanged sentences

stockholders'

Balances, July 1, 2022 113,707,642 $ 1,320 $ ( 1,585,678 ) $ 3,566,498 $ 9,829 $ ( 2,601,331 ) $ ( 609,362 ) $ ( 764,892 ) $ ( 1,374,254 )

Net loss — — — — — ( 142,892 ) ( 142,892 ) ( 64,899 ) ( 207,791 )

Currency translation adjustment — — — — 559 — 559 173 732

Issuance of restricted stock 166,424 1 — ( 1 ) — — — — —

Cancellation of restricted stock ( 3,674 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 497,062 ) — ( 29,319 ) — — — ( 29,319 ) — ( 29,319 )

Distribution to noncontrolling interest — — — — — — — ( 4,982 ) ( 4,982 )

Subsidiary equity issuance — — — 1,627 — — 1,627 ( 1,627 ) —

Stock-based compensation — — — 16,233 — 1 16,234 2,417 18,651

Balances, September 30, 2022 113,373,330 $ 1,321 $ ( 1,614,997 ) $ 3,584,357 $ 10,388 $ ( 2,744,222 ) $ ( 763,153 ) $ ( 833,810 ) $ ( 1,596,963 )

For the Three Months Ended September 30, 2021

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

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 )

Balances, January 1, 2023 113,369,439 $ 1,323 $ ( 1,623,872 ) $ 3,583,923 $ ( 404 ) $ ( 2,711,808 ) $ ( 750,838 ) $ ( 889,527 ) $ ( 1,640,365 )

Net income (loss) — — — — — 12,332 12,332 ( 11,186 ) 1,146

Currency translation adjustment — — — — 10,879 — 10,879 4,284 15,163

3 unchanged sentences

Distribution to noncontrolling interest — — — — — — — ( 4,502 ) ( 4,502 )

Transactions with subsidiary minority shareholders 6,109 — — ( 754 ) — — ( 754 ) 754 —

Stock-based compensation 25,284 — — 15,142 — — 15,142 1,241 16,383

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 )

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

For the Nine Months Ended September 30, 2022

Balances, March 31, 2023 113,808,044 $ 1,328 $ ( 1,634,706 ) $ 3,604,945 $ 10,475 $ ( 2,699,476 ) $ ( 717,434 ) $ ( 898,936 ) $ ( 1,616,370 )

For the Three Months Ended March 31, 2022

outstanding Par

16 unchanged sentences

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

Subsidiary equity issuance — — — ( 15,123 ) — — ( 15,123 ) 18,019 2,896

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

Balances, September 30, 2022 113,373,330 $ 1,321 $ ( 1,614,997 ) $ 3,584,357 $ 10,388 $ ( 2,744,222 ) $ ( 763,153 ) $ ( 833,810 ) $ ( 1,596,963 )

For the Nine Months Ended September 30, 2021

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

equity (deficit) Noncontrolling

interests Total

stockholders'

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

Net loss — — — — — ( 578,596 ) ( 578,596 ) ( 176,963 ) ( 755,559 )

Currency translation adjustment — — — — 515 — 515 364 879

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

7,475,000 75 — 841,821 — — 841,896 — 841,896

Issuance of restricted stock 428,406 4 — 5,898 — — 5,902 370 6,272

Cancellation of restricted stock ( 24,758 ) — — — — 121 121 19 140

Shares repurchased by the Company and held as treasury shares ( 108,166 ) — ( 11,004 ) — — — ( 11,004 ) — ( 11,004 )

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 )

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 )

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net loss $ ( 675,823 ) $ ( 755,559 )

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

Net income (loss) $ 1,146 $ ( 254,610 )

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

Depreciation and amortization 168,812 184,556

2 unchanged sentences

Amortization of debt issuance costs 8,763 7,203

Loss on extinguishment of debt — 2,060

Loss on debt financing transactions 12,236 —

Provision for credit losses ( 544 ) 342

6 unchanged sentences

Accounts payable and accrued expenses ( 13,844 ) ( 118,787 )

Net cash used in operating activities ( 153,038 ) ( 216,832 )

Net cash provided by (used in) operating activities 169,491 ( 117,385 )

Cash flows from investing activities:

6 unchanged sentences

Repayments of long-term debt ( 1,018,973 ) ( 12,500 )

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

Repurchase of common stock ( 10,834 ) ( 11,667 )

Proceeds from issuance of subsidiary common stock 2,895 4,662

Proceeds from sale of additional interest in joint venture 50,033 —

Proceeds from sale of noncontrolling interest in subsidiary — 50,033

Distribution to noncontrolling interest ( 4,502 ) ( 9,279 )

2 unchanged sentences

Payments for financing costs ( 31,330 ) ( 109 )

Net cash provided by (used in) financing activities 9,441 ( 555,569 )

Other ( 7,773 ) —

Net cash provided by financing activities 121,003 10,872

Effect of exchange rate on cash, cash equivalents and restricted cash ( 2,567 ) ( 925 )

Cash, cash equivalents and restricted cash:

Decrease in cash, cash equivalents and restricted cash ( 428,401 ) ( 1,003,230 )

Increase (decrease) in cash, cash equivalents and restricted cash 155,977 ( 204,653 )

Balance, beginning of period 3,782,990 2,531,067

Balance, end of period $ 3,938,967 $ 2,326,414

Supplemental cash flow disclosures:

Cash paid for interest, net of amounts capitalized $ 437,760 $ 426,462

Liability settled with shares of common stock $ 9,287 $ 6,272

Accounts and construction payables related to property and equipment $ 27,603 $ 70,844

Other liabilities related to intangible assets $ 4,163 $ 12,335

Finance lease liabilities arising from obtaining finance lease assets $ 4,778 $ 7,423

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

8 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.

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

In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort.

The Company also holds an approximately 97 % interest in, and consolidates, Wynn Interactive Ltd.

("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

Recent Developments Related to COVID-19

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, and mandatory quarantine, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

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 and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced.

For example, in response to an outbreak in Macau which initially commenced in mid-June 2022, the Macau government extended its COVID-19 containment measures, which included the closures of gaming operations in full as of July 11, 2022, and the closure and the limiting of the opening hours and/or operational capacity of various areas and facilities in Macau.

On July 23, 2022, gaming operations at Wynn Palace and Wynn Macau resumed on a limited basis.

Certain travel-related restrictions and conditions, which continue to reduce visitation and impact our financial results, remain in effect at the present time.

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 containment measures, management cannot predict whether future closures, in full or in part, will occur in our properties, and cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

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 September 30, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $ 1.94 billion, and $ 835.6 million of available borrowing capacity under the WRF Revolver.

As of September 30, 2022, the WM Cayman II Revolver was fully drawn.

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 September 30, 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

On June 23, 2022, Wynn Resorts (Macau) S.A.

("WRM") and the Macau government entered into a concession extension agreement (the "Concession Extension Agreement"), pursuant to which the expiration date of WRM's gaming concession was extended from June 26, 2022 to Decem ber 31, 2022.

Under the Concession Extension Agreement, WRM paid the Macau government MOP 47.0 million (approximately $ 6.0 million) as a contract premium for the extension, and in September 2022 provided a first demand bank guarantee of MOP 1,210.0 million (approximately $ 149.7 million) in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In order to enable WRM to fulfill the relevant requirements to become eligible to obtain a concession extension, each of WRM and Palo Real Estate Company Limited ("Palo") (the land concessionaires of Wynn Macau and Wynn Palace, respectively) entered into a letter of undertaking, pursuant to which each of WRM and Palo has undertaken, pursuant to Article 40 of the Macau gaming law and Clause 43 of the concession agreement, to revert to the Macau government relevant gaming equipment and gaming areas at Wynn Macau and Wynn Palace, without compensation and free of encumbrance upon the expiration of the concession agreement term, as amended by the Concession Extension Agreement.

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 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 June 2022, the Macau government published amendments to the Macau gaming law approved by the Macau Legislative Assembly.

These amendments include, for example, the awarding of up to six gaming concessions with a term up to ten years with a maximum three-year extension possible, and an increase in the minimum capital requirement applicable to concession holders to MOP 5.0 billion (approximately $ 625.0 million), an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15 % from 10 % and a prohibition on revenue sharing arrangements between gaming promoters and concession holders.

On July 27, 2022, the Macau government officially launched the public tender process for the awarding of concessions for the operation of games of chance or other games in casinos.

On September 13, 2022, WRM submitted its tender to the Macau government.

At this time the Company believes that its concession agreement will be further extended, renewed or replaced by a new gaming concession agreement beyond December 31, 2022.

However, it is possible the Macau government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.

If the Company is unable to further extend or renew its concession agreement or obtain a new gaming concession agreement, an election by the WML Senior Notes 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

4 unchanged sentences

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

The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2022.

The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2023.

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, 2022.

2 unchanged sentences

For information on the Company's VIEs, see Note 17, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Use of Estimates

1 unchanged sentence

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.

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 long-lived and intangible assets, valuations of derivatives, 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 $ 105.2 million and $ 188.7 million for the three months ended September 30, 2022 and 2021, respectively, and $ 388.4 million and $ 637.9 million for the nine months ended September 30, 2022 and 2021, respectively.

These taxes totaled $ 310.4 million and $ 176.9 million for the three months ended March 31, 2023 and 2022, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU No.

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

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

ASU 2020-04 provides optional expedients and exceptions for applying 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 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 must be adopted no later than December 1, 2022 with early adoption permitted.

We plan to apply this guidance to applicable contracts and instruments if, and when, they are modified.

Adoption of the new guidance is not expected to have a material effect on the Company's consolidated financial statements.

The Company’s management has evaluated the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

Note 3 - Cash, Cash Equivalents and Restricted Cash

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Cash and cash equivalents:

8 unchanged sentences

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

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations, cash held in a trust in accordance with WML's share award plan, and as of September 30, 2022 includes $ 149.7 million in the form of a bank guarantee in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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, and as of March 31, 2023 and December 31, 2022 includes $ 86.6 million and $ 124.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Resorts (Macau) S.A.'s legal and contractual obligations through the term of the Gaming Concession Contract (as defined in Note 6, "Goodwill and Intangible Assets, net").

The following table presents the supplemental cash flow disclosures of the Company (in thousands):

Three Months Ended March 31,

Cash paid for interest, net of amounts capitalized $ 181,667 $ 133,637

Liability settled with shares of common stock $ 6,639 $ 9,287

Accounts and construction payables related to property and equipment $ 42,911 $ 49,996

Other liabilities related to intangible assets (1)

$ 203,926 $ 5,501

Financing costs included in accounts payable and other liabilities $ 1,804 $ —

Finance lease liabilities arising from obtaining finance lease assets $ 400 $ 1,119

(1) For the three months ended March 31, 2023, includes $ 199.6 million related to the Macau gaming premium in connection with the Gaming Concession Contract.

See Note 6, "Goodwill and Intangible Assets, net" for further information.

Note 4 - Receivables, net

1 unchanged sentence

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Casino $ 151,781 $ 171,893

4 unchanged sentences

$ 227,332 $ 216,033

As of September 30, 2022 and December 31, 2021, approximately 65.6 % and 70.3 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of March 31, 2023 and December 31, 2022, approximately 63.2 % and 57.6 %, 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 41.7 % and 53.7 % of gross casino receivables as of September 30, 2022 and December 31, 2021, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s allowance for casino credit losses was 35.2 % and 43.2 % of gross casino receivables as of March 31, 2023 and December 31, 2022, 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 periods presented (in thousands):

September 30,

Balance at beginning of year $ 78,842 $ 111,319

6 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Buildings and improvements $ 8,332,529 $ 8,363,427

6 unchanged sentences

$ 6,826,026 $ 6,896,060

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of September 30, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production, Awakening , which premiered in November 2022.

As of 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, which was placed in service during the second quarter of 2022.

Depreciation expense for the three months ended September 30, 2022 and 2021 was $ 161.7 million and $ 169.7 million, respectively, and depreciation expense for the nine months ended September 30, 2022 and 2021 was $ 492.1 million and $ 523.6 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 is 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.

As of March 31, 2023 and December 31, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

Depreciation expense for the three months ended March 31, 2023 and 2022 was $ 154.1 million and $ 176.3 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Finite-lived intangible assets:

16 unchanged sentences

Total goodwill and intangible assets, net $ 451,739 $ 245,253

The finite-lived intangible asset pertaining to the Company's original Macau gaming concession was acquired in 2004 and was amortized over the 20 year life of the original concession, which expired on June 26, 2022.

On June 23, 2022, a Concession Extension Agreement was entered into between the Macau Government and WRM, pursuant to which the gaming concession of WRM has been extended from June 26, 2022 to December 31, 2022, in exchange for a payment to the Macau government equivalent to $ 6.0 million.

The Company expects that amortization of the Macau gaming concession will be $ 3.0 million for the fourth quarter of 2022.

The Massachusetts gaming license is a finite-lived intangible asset that is being amortized over the 15 year life of the license.

The Company expects that amortization of the Massachusetts gaming license will be $ 2.0 million for the fourth quarter of 2022, $ 7.8 million each year from 2023 through 2033, and $ 3.8 million in 2034.

During the three months ended June 30, 2022, as a result of management's decision to cease the operations of Betbull Limited ("BetBull"), a subsidiary of Wynn Interactive, the Company impaired its trademark and customer list totaling $ 10.3 million and impaired the remaining balance of goodwill related to the BetBull reporting unit totaling $ 7.5 million.

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

Macau Gaming Concession

In December 2022, Wynn Resorts (Macau) S.A.

("Wynn Macau SA"), an indirect subsidiary of Wynn Resorts, Limited, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10 -year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

Under the terms of the Gaming Concession Contract, Wynn Macau SA is required to pay the Macau government an annual gaming premium consisting of a fixed and a variable portion.

The fixed portion of the premium is composed of an annual amount equal to MOP 30.0 million (approximately $ 3.7 million).

The variable portion is composed of an annual amount equal to MOP 300,000 (approximately $ 37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players, MOP 150,000 (approximately $ 19 thousand) per gaming table that is not reserved exclusively to particular games or players, and MOP 1,000 (approximately $ 124 ) per gaming machine, including slot machines, operated by Wynn Macau SA.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Impairment of goodwill and intangible assets is recorded in Property charges and other in the accompanying Condensed Consolidated Statements of Operations.

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the "Property Transfer Agreements") with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas and gaming equipment of the Company's Macau Operations to the Macau government without compensation on December 31, 2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the Gaming Concession Contract through December 31, 2032.

As the Company expects to continue to operate the casino areas and gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of these assets, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives.

In exchange for the use of such assets, Wynn Macau SA has agreed to make annual payments to the Macau government of MOP 53.1 million (approximately $ 6.6 million) during each of the years ending December 31, 2023, 2024, and 2025, and an annual payment of MOP 177.0 million (approximately $ 21.9 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment in each year based on the average price index in Macau.

Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to the Macau government the casino areas and gaming equipment, without compensation and free of encumbrance upon the rescission or termination of the gaming concession on December 31, 2032.

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP 1.68 billion (approximately $ 208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract.

This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Property Transfer Agreements.

The contractually obligated annual variable premium payments associated with the intangible asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government.

In the accompanying condensed consolidated balance sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10 -year term of the Gaming Concession Contract.

The Company expects that amortization of the Macau Gaming Concession will be $ 15.6 million in the nine months ending December 31, 2023, and $ 20.8 million each year from 2024 to 2032.

Wynn Interactive Goodwill

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7 - Long-Term Debt

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Macau Related:

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

WML 4 1/2% Convertible Bonds, due 2029 (2)

and Corporate Related:

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

WRF 7 1/8% Senior Notes, due 2031 600,000 —

Retail Term Loan, due 2025 (4)

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12,336,022 12,162,973

WML Convertible Bond Conversion Option Derivative 98,582 —

Unamortized debt issuance costs and original issue discounts and premium, net ( 184,472 ) ( 46,114 )

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Approximately $ 312.5 million and $ 1.18 billion of the WM Cayman II Revolver bears interest at a rate of LIBOR plus 2.875 % per year and HIBOR plus 2.875 % per year, respectively.

As of September 30, 2022, the weighted average interest rate was approximately 5.51 %.

As of September 30, 2022, the WM Cayman II Revolver was fully drawn.

As of March 31, 2023, the weighted average interest rate was approximately 6.39 %.

As of March 31, 2023, the WM Cayman II Revolver was fully drawn.

(2) As of March 31, 2023, the net carrying amount of the WML Convertible Bonds was $ 466.4 million, with unamortized debt discount and debt issuance costs of $ 133.6 million.

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

As of September 30, 2022, the weighted average interest rate was approximately 4.87 %.

Additionally, as of September 30, 2022, the available borrowing capacity under the WRF Revolver was $ 835.6 million, net of $ 14.4 million in outstanding letters of credit.

As of March 31, 2023, the weighted average interest rate was approximately 6.60 %.

Additionally, as of March 31, 2023, the available borrowing capacity under the WRF Revolver was $ 837.0 million, net of $ 13.0 million in outstanding letters of credit.

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

As of September 30, 2022, the interest rate was 4.26 %.

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, 2022, management believes the Company was in compliance with all debt covenants.

As of March 31, 2023, the interest rate was 5.45 %.

WML 4 1/2% Convertible Bonds, due 2029

On March 7, 2023, WML completed an offering (the "Offering") of $ 600 million 4.50 % convertible bonds due 2029 (the "WML Convertible Bonds").

The WML Convertible Bonds are constituted by a trust deed dated March 7, 2023 (the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee.

WML, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the WML Convertible Bonds.

The net proceeds from the Offering, after deduction of commissions and other related expenses, were $ 585.9 million.

WML intends to use the net proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50 % per annum, payable semi-annually in arrears on March 7 and September 7 of each year.

At any time on or after

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

April 17, 2023, the WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, each with a nominal value of HK$ 0.001 per share ("Ordinary Shares"), at the initial conversion price of approximately HK$ 10.24 (equivalent to approximately $ 1.30 ) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right").

The conversion price is at the fixed exchange rate of HK$ 7.8497 per $1.00, subject to standard adjustments for certain dilutive events as described in the Terms and Conditions.

WML has the option upon conversion by a bondholder to pay an amount of cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption;

or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions.

The WML Convertible Bonds constitute direct, unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of WML and rank pari passu and without any preference or priority among themselves.

The Ordinary Shares to be issued upon exercise of Conversion Right will be fully-paid and will in all respects rank pari passu with the fully-paid Ordinary Shares in issue on the relevant registration date set forth in the Terms and Conditions.

The Trust Deed contains covenants limiting WML's and all of its subsidiaries' ability to, among other things, create, permit to subsist or arise or have outstanding any mortgage, charge, pledge, lien or other encumbrance or certain security interest;

consolidate or merge with or into another company; and sell, assign, transfer, convey or otherwise dispose of all or substantially all of its and its subsidiaries’ properties or assets, with certain exceptions.

The Trust Deed also contains customary events of default.

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bond Conversion Option Derivative").

In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be recorded at fair value each reporting period, with changes recognized in the statement of operations.

For more information, see "Note 8 - WML Convertible Bond Conversion Option Derivative." As a result, the Company recognized a debt discount of $ 123.5 million within Long-term debt, representing the estimated fair value of the holders' conversion option upon completion of the Offering.

The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method.

As of March 31, 2023, the estimated fair value of the WML Convertible Bond Conversion Option Derivative was a liability of $ 98.6 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet.

WRF Senior Notes

On February 16, 2023, Wynn Resorts Finance, LLC ("WRF") and its subsidiary Wynn Resorts Capital Corp.

(together with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee, in a private offering.

The 2031 WRF Senior Notes were issued at par, for proceeds of $ 596.2 million, net of $ 3.8 million of related fees and expenses.

Also on February 16, 2023, the WRF Issuers completed a cash tender offer for any and all of the outstanding principal amount of the 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes") and accepted for purchase valid tenders with respect to $ 506.4 million principal amount and paid a tender premium of $ 12.4 million to the holders of such tendered 2025 WRF Senior Notes.

The Company used a portion of the net proceeds from the issuance of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay the tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Senior Notes and purchase of the tendered 2025 WRF Senior Notes, we recognized a loss on debt financing

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

transactions of $ 8.4 million within the accompanying Condensed Consolidated Statement of Operations, and we recorded debt issuance costs of $ 11.4 million within the accompanying Condensed Consolidated Balance Sheet.

In April 2023, WRF repurchased all of the outstanding 2025 WRF Senior Notes using the remaining net proceeds from the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938 % of the principal amount plus accrued interest under the terms of its indenture.

WLV 4 1/4% Senior Notes, due 2023

In March 2023, the Company repurchased all of its outstanding Wynn Las Vegas 4 1/4% Senior Notes due 2023, representing an aggregate principal amount of $ 500.0 million, using cash held by WRF, at a price equal to 100 % of the principal amount plus accrued interest under the terms of its indenture.

The Company recognized a loss on early extinguishment of debt of $ 1.0 million.

Debt Covenant Compliance

As of March 31, 2023, 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, 2022 and December 31, 2021, was approximately $ 10.37 billion and $ 11.72 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.17 billion and $ 12.00 billion, respectively.

The estimated fair value of the Company's long-term debt as of March 31, 2023 and December 31, 2022, was approximately $ 11.67 billion and $ 11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.34 billion and $ 12.16 billion, respectively.

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

Note 8 - WML Convertible Bond Conversion Option Derivative

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument.

Embedded derivatives are required to be bifurcated and accounted for separately from the host contract and carried at fair value when:

(a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract;

and (b) a separate, freestanding instrument with the same terms would qualify as a derivative instrument.

The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds.

Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to expected share-price volatility, risk-free interest rate, expected term, and dividend yield.

The Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds.

The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds.

The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity.

The dividend yield is based on the historical WML dividend rate over the last several years.

The following table sets forth the inputs to the lattice models that were used to value the embedded derivatives:

March 31, 2023 March 2, 2023 (Pricing date)

WML stock price HK$ 7.74 HK$ 8.08

Estimated volatility 25.2 % 26.0 %

Risk-free interest rate 3.5 % 4.2 %

Expected term (years) 5.9 6.0

Dividend yield 0.0 % 0.0 %

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In connection with the completion of the Offering on March 7, 2023, the Company recognized a debt discount and a corresponding liability for the embedded derivative, based on an estimated fair value of $ 123.5 million.

The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method.

As of March 31, 2023, the estimated fair value of the embedded derivative was a liability of $ 98.6 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet.

In connection with the change in fair value, the Company recorded a $ 24.9 million gain within Change in derivatives fair value in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2023.

Note 9 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's Board of Directors authorized an equity repurchase program of up to $ 1.0 billion, which may include repurchases by the Company of its common stock from time to time through open market purchases, privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

During the three and nine months ended September 30, 2022, the Company repurchased 491,503 and 2,873,431 shares of its common stock, respectively, at average prices of $ 58.95 and $ 57.91 per share, respectively, for an aggregate cost of $ 29.0 million and $ 166.4 million, respectively, under the equity repurchase program.

Any shares repurchased pursuant to the equity repurchase program are held as treasury shares.

During the three and nine months ended September 30, 2021, no repurchases were made under the equity repurchase program.

As of September 30, 2022, the Company had $ 633.7 million in repurchase authority remaining under the program.

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 and commissions.

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

On May 9, 2023, the Company announced a cash dividend of $ 0.25 per share, payable on June 6, 2023 to stockholders of record as of May 23, 2023.

Noncontrolling Interests

Retail Joint Venture

During the nine months ended September 30, 2022 and 2021, the Retail Joint Venture made aggregate distributions of approximately $ 21.5 million and $ 11.8 million, respectively, to its non-controlling interest holder.

During the three months ended March 31, 2023 and 2022, the Retail Joint Venture made aggregate distributions of approximately $ 4.5 million and $ 9.3 million, respectively, to its non-controlling interest holder.

For more information on the Retail Joint Venture, see Note 17, "Retail Joint Venture."

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("Crown") a 49.9 % interest in certain additional 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 nine months ended September 30, 2022 .

WML Securities Lending Agreement

In connection with the WML Convertible Bonds Offering, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximately 72 % ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") on March 2, 2023 (as amended on March 30, 2023, the "Securities Lending Agreement"), pursuant to which WM Cayman I has agreed to lend to the WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions in the Securities Lending Agreement.

WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML Stock Borrower no less than five business days' notice.

The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier.

On March 6, 2023, the WML Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and on April 3, 2023 returned 280,000,000 of such shares to WM Cayman I.

As of the date of this report, the WML Stock Borrower held 179,774,985 WML shares under the Securities Lending Agreement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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Fair Value Measurements Using:

September 30, 2022 Quoted

March 31, 2023 Quoted

Active Markets

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Interest rate collar $ 8,555 $ — $ 8,555 $ —

WML Convertible Bond Conversion Option Derivative (see Note 8)

$ 98,582 $ — $ — $ 98,582

Fair Value Measurements Using:

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

September 30, 2022 December 31, 2021 Increase / (decrease) September 30, 2021 December 31, 2020 Increase / (decrease)

March 31, 2023 December 31, 2022 Increase / (decrease) March 31, 2022 December 31, 2021 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 September 30, Nine months ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Casino $ 477 $ 2,255

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Note 13 - Income Taxes

The Company recorded an income tax expense of $ 1.4 million and $ 1.2 million for the three months ended September 30, 2022 and 2021, respectively and an income tax expense of $ 3.2 million and $ 2.3 million for the nine months ended September 30, 2022 and 2021, respectively.

Income tax expense in 2022 primarily related to changes in U.S.

deferred taxes.

The Company recorded an income tax expense of $ 1.0 million and $ 1.1 million for the three months ended March 31, 2023 and 2022, respectively.

Income tax expense in 2023 primarily relates to U.S.

operating profits.

Income tax expense in 2022 primarily related to the Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders of WRM.

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 ended June 26, 2022.

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

and foreign deferred tax assets.

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.

In September 2022, WRM received an extension of the exemption from the Complementary Tax on casino gaming profits through December 31, 2022.

For the three and nine months ended September 30, 2022 and 2021, 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 gaming concession agreement.

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, and no additional tax was due.

In October 2022, the Financial Services Bureau issued final tax assessments for Palo’s 2019 and 2020 Macau Complementary Tax returns, and no additional tax was due.

Note 14 - Earnings Per Share

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

Diluted EPS is computed by dividing net loss attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

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

Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred as of the date of their issuance under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

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

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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,

2022 2021 2022 2021

Net loss attributable to Wynn Resorts, Limited $ ( 142,892 ) $ ( 166,249 ) $ ( 456,267 ) $ ( 578,596 )

Three Months Ended March 31,

Net income (loss) attributable to Wynn Resorts, Limited - basic $ 12,332 $ ( 183,324 )

Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:

Assumed conversion of WML Convertible Bonds ( 14,566 ) —

Net loss attributable to Wynn Resorts, Limited - diluted $ ( 2,234 ) $ ( 183,324 )

Weighted average common shares outstanding 112,753 115,030

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Weighted average common and common equivalent shares outstanding 113,116 115,030

Net loss attributable to Wynn Resorts, Limited per common share, basic $ ( 1.27 ) $ ( 1.45 ) $ ( 4.00 ) $ ( 5.10 )

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ 0.11 $ ( 1.59 )

Net loss attributable to Wynn Resorts, Limited per common share, diluted $ ( 0.02 ) $ ( 1.59 )

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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,

2022 2021 2022 2021

Three Months Ended March 31,

Minimum rental income $ 33,838 $ 24,601

1 unchanged sentence

Total rental income $ 62,602 $ 45,224

Note 15 - Related Party Transactions

Home Purchase

In 2022, Linda Chen, President and Executive Director of WRM exercised an option to purchase a home provided by the Company for her use for no consideration, as provided by the terms of her employment agreement.

Based on a third-party appraisal as of the date of option exercise, the estimated fair value of the home is $ 6.4 million.

The home purchase closed during the third quarter of 2022.

Note 16 - Commitments and Contingencies

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Wynn Macau SA 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.

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

The principal allegations common to the

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The Company believes these cases are without merit and unfounded and intends to vigorously defend against the remaining claims pleaded against Wynn Macau SA 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

Securities Class Action

On February 20, 2018, a putative securities class action was filed against the Company and certain current and former officers of the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V.

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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 former executive officers, including Mr.

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

Maddox, Stephen A.

Wynn, Kimmarie Sinatra, and Steven Cootey.

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.

On March 2, 2023, the court granted the plaintiffs' motion for class certification and appointed lead counsel.

The parties are now proceeding with discovery.

The defendants in this action intend to vigorously defend against the claims pleaded against them and believe that the claims are without merit.

This action is in the preliminary stages and the Company 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

6 unchanged sentences

Note 17 - Retail Joint Venture

As of September 30, 2022 and December 31, 2021, the Retail Joint Venture had total assets of $ 103.6 million and $ 98.0 million, respectively, and total liabilities of $ 620.1 million and $ 624.4 million, respectively.

As of September 30, 2022 and December 31, 2021, the Retail Joint Venture's liabilities included long-term debt of $ 613.3 million and $ 612.9 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of March 31, 2023 and December 31, 2022, the Retail Joint Venture had total assets of $ 102.2 million and $ 102.9 million, respectively, and total liabilities of $ 621.6 million and $ 620.9 million, respectively.

As of March 31, 2023 and December 31, 2022, the Retail Joint Venture's liabilities included long-term debt of $ 613.6 million and $ 613.5 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 18 - Segment Information

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:

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2022 2021 2022 2021

Three Months Ended March 31,

Operating revenues

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Entertainment, retail and other (1)

9,687 7,809 27,438 18,544

Total Encore Boston Harbor 216,306 190,796

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

Adjusted Property EBITDA (2)

Three Months Ended March 31,

Adjusted Property EBITDAR (2)

Macau Operations:

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Stock-based compensation 14,710 13,900

Triple-net operating lease expense 35,283 —

Total other operating expenses 260,231 272,446

Operating loss ( 52,991 ) ( 83,664 ) ( 199,884 ) ( 288,917 )

Operating income (loss) 169,515 ( 94,865 )

Other non-operating income and expenses

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Change in derivatives fair value 23,046 7,400

Loss on extinguishment of debt — ( 738 ) — ( 2,060 )

Loss on debt financing transactions ( 12,236 ) —

Other ( 30,614 ) ( 15,127 )

Total other non-operating income and expenses ( 167,351 ) ( 158,605 )

Loss before income taxes ( 206,401 ) ( 244,828 ) ( 672,575 ) ( 753,214 )

Income (loss) before income taxes 2,164 ( 253,470 )

Provision for income taxes ( 1,018 ) ( 1,140 )

Net loss ( 207,791 ) ( 245,983 ) ( 675,823 ) ( 755,559 )

Net income (loss) 1,146 ( 254,610 )

Net loss attributable to noncontrolling interests 11,186 71,286

Net loss attributable to Wynn Resorts, Limited $ ( 142,892 ) $ ( 166,249 ) $ ( 456,267 ) $ ( 578,596 )

Net income (loss) attributable to Wynn Resorts, Limited $ 12,332 $ ( 183,324 )

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

For more information on leases, see Note 15, "Leases."

(2) "Adjusted Property EBITDA" is net 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.

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 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.

(2) "Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, 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 debt financing transactions, and other non-operating income and expenses.

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

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

Unlike net income (loss), Adjusted Property EBITDAR 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, triple-net operating lease rent expense related to Encore Boston Harbor, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR.

Also, the Company's calculation of Adjusted Property EBITDAR 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, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Macau Operations:

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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