What changed in this filing

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Item 1. Financial Statements

2024-11-04 compared with 2024-08-06 · 180 added, 140 removed, 564 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

41 unchanged sentences

Additional paid-in capital 3,685,242 3,647,161

Accumulated other comprehensive income 2,213 3,406

Accumulated other comprehensive income (loss) ( 4,409 ) 3,406

Accumulated deficit ( 1,926,524 ) ( 2,066,953 )

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

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

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

2024 2023 2024 2023

14 unchanged sentences

Depreciation and amortization 156,273 171,969 507,611 510,743

Impairment of goodwill and intangible assets — 93,990 — 94,490

Property charges and other 150,475 114,288 206,238 132,265

5 unchanged sentences

Change in derivatives fair value ( 5,523 ) ( 50,637 ) ( 7,920 ) ( 3,255 )

Loss on debt financing transactions — ( 3,375 ) ( 1,561 ) ( 15,611 )

(Loss) gain on debt financing transactions ( 109 ) 2,928 ( 1,670 ) ( 12,683 )

Other 21,300 3,861 25,323 ( 19,794 )

1 unchanged sentence

Income before income taxes 11,712 ( 123,290 ) 362,432 11,014

Provision for income taxes ( 7,935 ) ( 4,305 ) ( 27,949 ) ( 5,323 )

Net income 146,273 127,835 322,771 128,981

net income attributable to noncontrolling interests ( 34,330 ) ( 22,651 ) ( 66,612 ) ( 11,465 )

Net income attributable to Wynn Resorts, Limited $ 111,943 $ 105,184 $ 256,159 $ 117,516

Basic and diluted net income per common share:

Net income attributable to Wynn Resorts, Limited:

(Provision) benefit for income taxes ( 17,127 ) 2,749 ( 45,076 ) ( 2,574 )

Net income (loss) ( 5,415 ) ( 120,541 ) 317,356 8,440

net (income) loss attributable to noncontrolling interests ( 26,638 ) 3,863 ( 93,250 ) ( 7,602 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 32,053 ) $ ( 116,678 ) $ 224,106 $ 838

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

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

Basic $ ( 0.29 ) $ ( 1.03 ) $ 2.03 $ 0.01

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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

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

2024 2023 2024 2023

Net income $ 146,273 $ 127,835 $ 322,771 $ 128,981

Net income (loss) $ ( 5,415 ) $ ( 120,541 ) $ 317,356 $ 8,440

Other comprehensive income (loss):

Foreign currency translation adjustments, before and after tax ( 9,314 ) ( 2,319 ) ( 10,968 ) 9,249

Total comprehensive income 142,630 124,240 321,117 140,549

comprehensive income attributable to noncontrolling interests ( 33,304 ) ( 21,615 ) ( 66,151 ) ( 14,713 )

Comprehensive income attributable to Wynn Resorts, Limited $ 109,326 $ 102,625 $ 254,966 $ 125,836

Total comprehensive income (loss) ( 14,729 ) ( 122,860 ) 306,388 17,689

comprehensive income (loss) attributable to noncontrolling interests ( 23,946 ) 4,484 ( 90,097 ) ( 10,229 )

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ ( 38,675 ) $ ( 118,376 ) $ 216,291 $ 7,460

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 June 30, 2024

For the three months ended September 30, 2024

outstanding Par

3 unchanged sentences

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

income (loss) Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

2 unchanged sentences

stockholders'

Balances, April 1, 2024 112,071,149 $ 1,335 $ ( 1,849,172 ) $ 3,656,809 $ 4,830 $ ( 1,950,755 ) $ ( 136,953 ) $ ( 809,427 ) $ ( 946,380 )

Net income — — — — — 111,943 111,943 34,330 146,273

Balances, July 1, 2024 111,375,062 $ 1,335 $ ( 1,918,595 ) $ 3,672,049 $ 2,213 $ ( 1,866,826 ) $ ( 109,824 ) $ ( 792,138 ) $ ( 901,962 )

Net income (loss) — — — — — ( 32,053 ) ( 32,053 ) 26,638 ( 5,415 )

Currency translation adjustment — — — — ( 6,622 ) — ( 6,622 ) ( 2,692 ) ( 9,314 )

Exercise of stock options — — — — — — — — —

Issuance of restricted stock 39,880 — — — — — — — —

5 unchanged sentences

Stock-based compensation — — — 12,754 — — 12,754 920 13,674

Balances, June 30, 2024 111,375,062 $ 1,335 $ ( 1,918,595 ) $ 3,672,049 $ 2,213 $ ( 1,866,826 ) $ ( 109,824 ) $ ( 792,138 ) $ ( 901,962 )

For the three months ended June 30, 2023

Balances, September 30, 2024 109,922,076 $ 1,335 $ ( 2,037,046 ) $ 3,685,242 $ ( 4,409 ) $ ( 1,926,524 ) $ ( 281,402 ) $ ( 784,076 ) $ ( 1,065,478 )

For the three months ended September 30, 2023

outstanding Par

8 unchanged sentences

stockholders'

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

Net income — — — — — 105,184 105,184 22,651 127,835

Balances, July 1, 2023 113,942,935 $ 1,329 $ ( 1,635,966 ) $ 3,619,241 $ 7,916 $ ( 2,622,773 ) $ ( 630,253 ) $ ( 876,911 ) $ ( 1,507,164 )

Net loss — — — — — ( 116,678 ) ( 116,678 ) ( 3,863 ) ( 120,541 )

Currency translation adjustment — — — — ( 1,698 ) — ( 1,698 ) ( 621 ) ( 2,319 )

Exercise of stock options 7,000 — — 478 — — 478 — 478

Issuance of restricted stock 40,099 1 — ( 1 ) — — — — —

4 unchanged sentences

Stock-based compensation — — — 14,277 — — 14,277 1,094 15,371

Balances, June 30, 2023 113,942,935 $ 1,329 $ ( 1,635,966 ) $ 3,619,241 $ 7,916 $ ( 2,622,773 ) $ ( 630,253 ) $ ( 876,911 ) $ ( 1,507,164 )

Balances, September 30, 2023 113,357,215 $ 1,330 $ ( 1,694,891 ) $ 3,633,517 $ 6,218 $ ( 2,767,938 ) $ ( 821,764 ) $ ( 887,285 ) $ ( 1,709,049 )

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

2 unchanged sentences

(in thousands, except share data)

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

outstanding Par

3 unchanged sentences

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

income (loss) Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

13 unchanged sentences

Stock-based compensation — — — 40,562 — — 40,562 3,253 43,815

Balances, June 30, 2024 111,375,062 $ 1,335 $ ( 1,918,595 ) $ 3,672,049 $ 2,213 $ ( 1,866,826 ) $ ( 109,824 ) $ ( 792,138 ) $ ( 901,962 )

For the six months ended June 30, 2023

Balances, September 30, 2024 109,922,076 $ 1,335 $ ( 2,037,046 ) $ 3,685,242 $ ( 4,409 ) $ ( 1,926,524 ) $ ( 281,402 ) $ ( 784,076 ) $ ( 1,065,478 )

For the nine months ended September 30, 2023

outstanding Par

3 unchanged sentences

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

income (loss) Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

13 unchanged sentences

Stock-based compensation — — — 44,746 — — 44,746 4,194 48,940

Balances, June 30, 2023 113,942,935 $ 1,329 $ ( 1,635,966 ) $ 3,619,241 $ 7,916 $ ( 2,622,773 ) $ ( 630,253 ) $ ( 876,911 ) $ ( 1,507,164 )

Balances, September 30, 2023 113,357,215 $ 1,330 $ ( 1,694,891 ) $ 3,633,517 $ 6,218 $ ( 2,767,938 ) $ ( 821,764 ) $ ( 887,285 ) $ ( 1,709,049 )

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Change in derivatives fair value 7,920 3,255

Impairment of goodwill and intangible assets — 94,490

Property charges and other 110,398 146,298

12 unchanged sentences

Proceeds from sale of assets and other 26,797 490

Net cash used in investing activities ( 271,626 ) ( 544,261 )

Net cash provided by (used in) investing activities 126,512 ( 1,178,378 )

Cash flows from financing activities:

11 unchanged sentences

Cash, cash equivalents and restricted cash:

Decrease in cash, cash equivalents and restricted cash ( 499,368 ) ( 35,193 )

Increase (decrease) in cash, cash equivalents and restricted cash 739,301 ( 903,404 )

Balance, beginning of period 2,969,412 3,782,990

18 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 six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2024.

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2024.

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, 2023.

3 unchanged sentences

All significant intercompany accounts and transactions have been eliminated.

During the three months ended March 31, 2024, Wynn Interactive Ltd.

no longer met the requirements for a reportable segment.

As a result, its assets and results of operations are presented in Corporate and other and previous period amounts have been reclassified to be consistent with the current period presentation of the Company's reportable segments.

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

For information on the Company's reportable segments, see Note 17, "Segment Information."

Certain amounts in the condensed consolidated financial statements for the three and nine months ended September 30, 2023 have been reclassified to be consistent with the current period presentation.

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

Use of Estimates

5 unchanged sentences

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 Income.

These taxes totaled $ 436.9 million and $ 391.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 925.6 million and $ 701.8 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, the Company held $ 500.0 million in fixed deposits, recorded at fair value.

The Company received proceeds of $ 300.0 million upon the maturity of its investments in debt securities and $ 50.0 million upon the maturity of its investments in fixed deposits during the three months ended June 30, 2024.

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

These taxes totaled $ 437.2 million and $ 415.0 million for the three months ended September 30, 2024 and 2023, respectively, and $ 1.36 billion and $ 1.12 billion for the nine months ended September 30, 2024 and 2023, respectively.

The Company received proceeds of $ 300.0 million upon the maturity of its investments in debt securities and $ 550.0 million upon the maturity of its investments in fixed deposits during the nine months ended September 30, 2024.

The Company held no short-term investments as of September 30, 2024.

As of December 31, 2023, the Company held $ 550.0 million in fixed deposits, recorded at fair value, and $ 295.2 million in debt securities, recorded at amortized cost within Investments on the Condensed Consolidated Balance Sheets.

4 unchanged sentences

The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances.

During the three and six months ended June 30, 2024 and 2023, no impairment was recognized.

During the three and nine months ended September 30, 2024 and 2023, no impairment was recognized.

Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed.

Goodwill is not amortized, but rather is subject to impairment testing annually, or more frequently if events or changes in circumstances indicate that this asset may be impaired.

As of June 30, 2024 and December 31, 2023, the Company had a goodwill balance of $ 18.5 million, recorded in Goodwill and intangible assets, net on the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2024, no impairment was recognized.

As of September 30, 2024 and December 31, 2023, the Company had a goodwill balance of $ 18.5 million, recorded in Goodwill and intangible assets, net on the Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2024, no impairment was recognized.

Investment in Unconsolidated Affiliate

1 unchanged sentence

Under the equity method, the investment's carrying value is adjusted for the Company’s share of the investee's earnings and losses, capital contributions to and distributions from the investee, and capitalization of interest cost incurred by the Company during the investee's initial development period.

As of June 30, 2024 and December 31, 2023, the Company had an investment in unconsolidated affiliate of $ 517.6 million and $ 90.9 million, respectively, recorded in noncurrent other assets in the accompanying Condensed Consolidated Balance Sheets.

As of September 30, 2024 and December 31, 2023, the Company had an investment in unconsolidated affiliate of $ 542.1 million and $ 90.9 million, respectively, recorded in non-current other assets in the accompanying Condensed Consolidated Balance Sheets.

Recently Issued Accounting Standards

4 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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 trusts in accordance with WML's share award plans, and as of June 30, 2024 and December 31, 2023 included $ 87.0 million in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A.

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations, cash held in trusts in accordance with WML's share award plans, and as of September 30, 2024 and December 31, 2023 included $ 87.5 million and $ 87.0 million in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A.

("Wynn Macau SA") through the term of Wynn Macau SA's gaming concession contract.

As of September 30, 2024, restricted cash also included $ 605.9 million and $ 600.0 million of cash held in trust accounts for the repurchase or payment of the Wynn Las Vegas 5 1/2% Senior Notes due 2025 and WML 4 7/8% Senior Notes due 2024, respectively, in October 2024.

For additional information, see Note 6, "Long-Term Debt."

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for interest, net of amounts capitalized $ 513,893 $ 536,021

5 unchanged sentences

Finance lease liabilities arising from obtaining finance lease assets $ 55,681 $ 8,191

(1) For the six months ended June 30, 2024 and 2023, included $ 198.8 million and $ 201.5 million, respectively, related to the Macau gaming premium in connection with Wynn Macau SA's gaming concession contract.

(1) For the nine months ended September 30, 2024 and 2023, included $ 201.3 million and $ 204.2 million, respectively, related to the Macau gaming premium in connection with Wynn Macau SA's gaming concession contract.

Note 4 - Receivables, net

1 unchanged sentence

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Casino $ 225,754 $ 218,694

4 unchanged sentences

$ 388,858 $ 341,712

As of June 30, 2024 and December 31, 2023, approximately 75.4 % and 68.2 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of September 30, 2024 and December 31, 2023, approximately 72.4 % and 68.2 %, 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 18.0 % and 15.9 % of gross casino receivables as of June 30, 2024 and December 31, 2023, respectively.

The Company’s allowance for casino credit losses was 15.9 % of gross casino receivables as of September 30, 2024 and December 31, 2023.

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

3 unchanged sentences

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 $ 40,075 $ 78,842

6 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Buildings and improvements $ 8,538,141 $ 8,459,085

6 unchanged sentences

$ 6,517,830 $ 6,688,479

As of June 30, 2024 and December 31, 2023, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

During the three months ended June 30, 2024, the Company expensed $ 61.5 million of project costs related to a discontinued development project, inclusive of $ 4.7 million of internally allocated overhead, that had been previously capitalized.

The expense was recorded in Property charges and other in the accompanying Condensed Consolidated Statements of Income.

Depreciation expense for the three months ended June 30, 2024 and 2023 was $ 162.2 million and $ 154.8 million, respectively, and depreciation expense for the six months ended June 30, 2024 and 2023 was $ 320.3 million and $ 308.9 million, respectively.

As of September 30, 2024 and December 31, 2023, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

During the nine months ended September 30, 2024, the Company expensed $ 61.5 million of project costs related to a discontinued development project, inclusive of $ 4.7 million of internally allocated overhead, that had been previously capitalized.

The expense was recorded in Property charges and other expenses in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024.

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 142.6 million and $ 156.0 million, respectively, and depreciation expense for the nine months ended September 30, 2024 and 2023 was $ 462.9 million and $ 465.0 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Macau Related:

2 unchanged sentences

WML 4 7/8% Senior Notes, due 2024 (2)

600,000 600,000

WML 5 1/2% Senior Notes, due 2026 1,000,000 1,000,000

9 unchanged sentences

WLV 5 1/2% Senior Notes, due 2025 (2)

583,310 1,380,001

WLV 5 1/4% Senior Notes, due 2027 880,000 880,000

1 unchanged sentence

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

WRF 6 1/4% Senior Notes, due 2033 800,000 —

Retail Term Loan, due 2027 (5)

6 unchanged sentences

Total long-term debt, net of current portion $ 10,547,508 $ 11,028,744

(1) As of June 30, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or HIBOR, in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

(1) As of September 30, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or HIBOR, in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 239.1 million and $ 911.9 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975 % per year and HIBOR plus 1.875 % per year, respectively.

As of June 30, 2024, the weighted average interest rate was approximately 6.66 %.

As of June 30, 2024, the available borrowing capacity under the WM Cayman II Revolver was $ 312.2 million.

In July 2024, the Company repaid approximately $40.0 million of outstanding WM Cayman II Revolver borrowings.

(2) As of June 30, 2024, the net carrying amount of the WML Convertible Bonds was $ 488.8 million, with unamortized debt discount and debt issuance costs of $ 111.2 million.

The Company recorded contractual interest expense of $ 6.8 million and $ 6.8 million and amortization of discounts and issuance costs of $ 4.7 million and $ 4.3 million during the three months ended June 30, 2024 and 2023, respectively, and contractual interest expense of $ 13.5 million and $ 8.6 million and amortization of discounts and issuance costs of $ 9.2 million and $ 5.4 million during the six months ended June 30, 2024 and 2023, respectively.

As of September 30, 2024, the weighted average interest rate was approximately 6.33 %.

As of September 30, 2024, the available borrowing capacity under the WM Cayman II Revolver was $ 353.6 million.

(2) In October 2024, the Company repaid or repurchased the 2024 WML Senior Notes and 2025 WLV Senior Notes using short-term restricted cash held at WML and WRF, respectively.

(3) As of September 30, 2024, the net carrying amount of the WML Convertible Bonds was $ 493.5 million, with unamortized debt discount and debt issuance costs of $ 106.5 million.

The Company recorded contractual interest expense of $ 6.8 million and $ 6.8 million and amortization of discounts and issuance costs of $ 4.8 million and $ 4.4 million during the three months ended September 30, 2024 and 2023, respectively, and contractual interest expense of $ 20.3 million and $ 15.3 million and amortization of discounts and issuance costs of $ 14.0 million and $ 9.7 million during the nine months ended September 30, 2024 and 2023, respectively.

(4) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85 % per year.

As of June 30, 2024, the weighted average interest rate was approximately 7.19 %.

Additionally, as of June 30, 2024, the available borrowing capacity under the WRF Revolver was $ 735.3 million, net of $ 14.7 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80 % per year.

As of June 30, 2024, the interest rate was 5.47 %.

As of September 30, 2024, the weighted average interest rate was approximately 6.70 %.

Additionally, as of September 30, 2024, the available borrowing capacity under the WRF Revolver was $ 735.3 million, net of $ 14.7 million in outstanding letters of credit.

(5) As of September 30, 2024, the Retail Term Loan bore interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80 % per year, for an all-in interest rate of 5.54 %.

On October 2, 2024, the borrowers amended the term loan agreement to, among other things, extend the scheduled maturity of the Retail Term Loan to 2027 and change the interest rate on the Retail Term Loan to one-month term SOFR plus 2.15 % per year, as further described below.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

WM Cayman II Revolver Facility Agreement Amendment

On September 20, 2024, WM Cayman II, as borrower and WML, as guarantor, entered into an amendment agreement (the “Second Amendment Agreement”) to its existing facility agreement dated as of September 16, 2021, as amended on May 5, 2022 and as amended and restated on June 27, 2023 (the "Existing Facility Agreement"), to extend the maturity date of the outstanding loans under the Existing Facility Agreement from September 16, 2025 to September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day.

In connection with the Second Amendment Agreement, the Company recorded debt issuance costs of $ 19.2 million within the Condensed Consolidated Balance Sheet.

WML Senior Notes

On October 1, 2024, WML paid the $ 600.0 million aggregate principal amount of WML's 4 7/8% Senior Notes due 2024 on their stated maturity date using short-term restricted cash held at WML.

WRF Credit Facility Agreement Amendment

On September 16, 2024, Wynn Resorts Finance, LLC ("WRF") and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement (the "WRF Credit Facility Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment extended the stated maturity of $ 68.7 million aggregate principal amount of revolving commitments and $ 71.8 million aggregate principal of term loan commitments from September 20, 2024 to September 20, 2027.

In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $ 0.1 million within the accompanying Condensed Consolidated Statement of Operations, and the Company recorded debt issuance costs of $ 0.5 million within the Condensed Consolidated Balance Sheet.

WRF Senior Notes

In February 2024, Wynn Resorts Finance, LLC ("WRF") and its subsidiary, Wynn Resorts Capital Corp., issued an additional $ 400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes," and collectively with the 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") and 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes"), the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023.

In February 2024, WRF and its subsidiary, Wynn Resorts Capital Corp., issued an additional $ 400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes," and collectively with the 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") and 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes"), the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023.

The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.00 % of the principal amount plus accrued interest, resulting in net proceeds of $ 409.5 million.

The net proceeds from the 2031 WRF Add-On Senior Notes, together with cash held by Wynn Resorts, were used to repurchase an aggregate $ 796.7 million of the

The net proceeds from the 2031 WRF Add-On Senior Notes, together with cash held by Wynn Resorts, were used to repurchase an aggregate $ 796.7 million of the outstanding principal amount of the 2025 WLV Senior Notes (as defined below) and to pay the applicable tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Add-On Senior Notes and the repurchase of the 2025 WLV Senior Notes in February and March 2024 (as further discussed below), the Company recognized a loss on debt financing transactions of $ 1.6 million within the accompanying Condensed Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 5.6 million within the accompanying Condensed Consolidated Balance Sheet.

In September 2024, WRF and its subsidiary Wynn Resorts Capital Corp.

(together the "WRF Issuers"), issued $ 800.0 million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 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 exempt from the registration requirements of the Securities Act of 1933, as amended.

The 2033 WRF Senior Notes were issued at par, for proceeds of $ 795.0 million, net of $ 5.0 million of related fees and expenses.

A portion of the proceeds from the offering of the 2033 WRF Senior Notes was classified as short-term restricted cash as of September 30, 2024 within the Condensed Consolidated Balance Sheet and was used in October 2024 to repurchase the remaining outstanding principal amount of the 2025 WLV Senior Notes (as defined below) in full.

In connection with the issuance of the 2033 WRF Senior Notes, the Company recorded debt issuance costs of $ 8.2 million within the Condensed Consolidated Balance Sheet.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

outstanding principal amount of the 2025 WLV Senior Notes (as defined below) and to pay the applicable tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Add-On Senior Notes and the repurchase of the 2025 WLV Senior Notes (as further discussed below), the Company recognized a loss on debt financing transactions of $ 1.6 million within the accompanying Condensed Consolidated Statements of Income, and the Company recorded debt issuance costs of $ 5.6 million within the accompanying Condensed Consolidated Balance Sheet.

WLV Senior Notes

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The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by WRF to purchase such validly tendered 2025 WLV Senior Notes and to pay the early tender premium and related fees and expenses.

In October 2024, Wynn Las Vegas repurchased the remaining $ 600.0 million aggregate principal amount of its 2025 WLV Senior Notes at a price equal to 100.0 % of the principal amount, plus a “make-whole” amount and accrued interest, under the terms of its indenture.

Included in the $ 600.0 million repurchase was $16.7 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

Retail Term Loan Third Amendment

On October 2, 2024, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Borrowers") entered into a third amendment (the "Third Retail Term Loan Amendment") to their existing term loan agreement (the "Retail Term Loan Agreement" and, as amended by the Third Amendment, the "Extended Retail Term Loan Agreement").

The Third Retail Term Loan Amendment, which is effective as of October 2, 2024, amends the Retail Term Loan Agreement to, among other things:

(i) extend the scheduled maturity date of the term loan to July 24, 2027;

(ii) provide for an interest rate on the term loan equal to One Month Term SOFR (as defined in, and determined in accordance with, the Extended Retail Term Loan Agreement) plus a spread of 215 basis points;

and (iii) require that the Borrowers meet a specified maximum loan to value ratio annually (which, if not met, triggers a mandatory excess cash sweep until such ratio has been achieved) as well as certain specified minimum debt yields.

In connection with, and as provided under, the Third Retail Term Loan Amendment, the Borrowers (a) made a principal prepayment of the term loan in the amount of $ 15.0 million, and (b) to mitigate interest rate risk, entered into an interest rate swap agreement maturing in February 2027, which effectively fixes the variable component of the interest rate on the term loan at 3.385 % through such date.

Debt Covenant Compliance

As of June 30, 2024, management believes the Company was in compliance with all debt covenants.

As of September 30, 2024, 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 June 30, 2024 and December 31, 2023 was approximately $ 10.85 billion and $ 11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.10 billion and $ 11.83 billion, respectively.

The estimated fair value of the Company's long-term debt as of September 30, 2024 and December 31, 2023 was approximately $ 11.82 billion and $ 11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.85 billion and $ 11.83 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 7 - WML Convertible Bond Conversion Option Derivative

The conversion feature contained within the WML Convertible Bonds (the "WML Convertible Bond Conversion Option Derivative") 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, reported at fair value as of the end of each reporting period, with changes recognized in the Condensed Consolidated Statements of Income.

The following table sets forth the inputs to the lattice models that were used to value the WML Convertible Bond Conversion Option Derivative:

June 30, 2024 December 31, 2023

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2024 December 31, 2023

WML stock price HK$ 6.76 HK$ 6.43

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(1) Dividend yield is assumed to be zero in the lattice model used to value the WML Convertible Bond Conversion Option Derivative, due to a dividend protection feature in the WML Convertible Bond Agreement.

As of June 30, 2024 and December 31, 2023, the estimated fair value of the embedded derivative was a liability of $ 72.0 million and $ 73.7 million, respectively, recorded in Long-term debt in the accompanying Condensed Consolidated Balance Sheets.

In connection with the change in fair value, the Company recorded a gain of $ 18.0 million and $ 21.6 million for the three months ended June 30, 2024 and 2023, respectively, and a gain of $ 1.7 million and $ 46.5 million for the six months ended June 30, 2024 and 2023, respectively, within Change in derivative fair value in the accompanying Condensed Consolidated Statements of Income.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of September 30, 2024 and December 31, 2023, the estimated fair value of the embedded derivative was a liability of $ 75.9 million and $ 73.7 million, respectively, recorded in Long-term debt in the accompanying Condensed Consolidated Balance Sheets.

In connection with the change in fair value, the Company recorded a loss of $ 3.9 million and $ 48.8 million for the three months ended September 30, 2024 and 2023, respectively, and a loss of $ 2.2 million and $ 2.3 million for the nine months ended September 30, 2024 and 2023, respectively, within Change in derivative fair value in the accompanying Condensed Consolidated Statements of Operations.

Note 8 - Stockholders' Deficit

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

During the three and six months ended June 30, 2024, the Company repurchased 741,340 shares of its common stock at an average price of $ 91.72 per share, for an aggregate cost of $ 68.0 million under the equity repurchase program.

No shares were repurchased during the three and six months ended June 30, 2023.

As of June 30, 2024, the Company had $ 365.4 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share in each of the quarters ended March 31, 2024 and June 30, 2024 and recorded $ 28.0 million in each period against accumulated deficit.

On August 6, 2024, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on August 30, 2024 to stockholders of record as of August 19, 2024.

During the three and nine months ended September 30, 2024, the Company repurchased 1,464,773 and 2,206,113 shares of its common stock, respectively, at average prices of $ 80.37 and $ 84.19 per share, respectively, for an aggregate cost of $ 117.7 million and $ 185.7 million, respectively, under the equity repurchase program.

During the three and nine months ended September 30, 2023, the Company repurchased 596,948 shares of its common stock at an average price of $ 94.11 per share, for an aggregate cost of $ 56.2 million under the equity repurchase program.

As of September 30, 2024, the Company had $ 247.7 million in repurchase authority remaining under the program.

On November 1, 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $ 1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $ 766 million.

The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors.

The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time.

The Company paid a cash dividend of $ 0.25 per share in each of the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 and recorded $ 28.0 million in each of the quarters ended March 31, 2024 and June 30, 2024 and $ 27.7 million in the quarter ended September 30, 2024, against accumulated deficit.

On November 4, 2024, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on November 27, 2024 to stockholders of record as of November 15, 2024.

Noncontrolling Interests

Wynn Macau, Limited

On September 12, 2024, WML paid a cash dividend of HK$ 0.075 per share for a total U.S.

dollar equivalent of approximately $ 50.5 million.

The Company's share of this dividend was $ 36.1 million, and the noncontrolling interest holders' share of this dividend was $ 14.4 million.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On June 19, 2024, WML paid a cash dividend of HK$ 0.075 per share for a total U.S.

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Retail Joint Venture

During the six months ended June 30, 2024 and 2023, the Retail Joint Venture made aggregate distributions of approximately $ 8.6 million and $ 8.9 million, respectively, to its non-controlling interest holder.

During the nine months ended September 30, 2024 and 2023, the Retail Joint Venture made aggregate distributions of approximately $ 10.6 million and $ 15.9 million, respectively, to its non-controlling interest holder.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 9 - Fair Value Measurements

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Fair Value Measurements Using:

June 30, 2024 Quoted

September 30, 2024 Quoted

Active Markets

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Restricted cash $ 1,301,424 $ 1,212,316 $ 89,108 $ —

Fixed deposits $ 500,000 $ — $ 500,000 $ —

Interest rate collar $ 1,668 $ — $ 1,668 $ —

WML Convertible Bond Conversion Option Derivative

WML Convertible Bond Conversion Option Derivative (see Note 7)

$ 75,894 $ — $ — $ 75,894

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

June 30, 2024 December 31, 2023 Increase / (decrease) June 30, 2023 December 31, 2022 Increase / (decrease)

September 30, 2024 December 31, 2023 Increase / (decrease) September 30, 2023 December 31, 2022 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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

7 unchanged sentences

Total stock-based compensation costs $ 15,002 $ 17,707 $ 48,159 $ 52,836

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 7.9 million and $ 4.3 million for the three months ended June 30, 2024 and 2023, respectively, and an income tax expense of $ 27.9 million and $ 5.3 million for the six months ended June 30, 2024 and 2023, respectively, primarily related to its U.S.-based operating profits.

The difference between the statutory tax rate of 21 % and the effective tax rate of 8.0 % is due to the exemption from Macau’s 12 % Complementary Tax on casino gaming profits that Wynn Macau SA received.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 17.1 million and an income tax benefit of $ 2.7 million for the three months ended September 30, 2024 and 2023, respectively, and an income tax expense of $ 45.1 million and $ 2.6 million for the nine months ended September 30, 2024 and 2023, respectively.

The income tax expense for the three months and nine months ended September 30, 2024 primarily relates to U.S.-based operating profits as well as an increase in non-deductible expenses.

The income tax benefit and expense from the three months and nine months ended September 30, 2023 primarily related to operating profits.

The difference between the statutory tax rate of 21 % and the effective tax rate of 12.4 % is due to the exemption from Macau’s 12 % Complementary Tax on casino gaming profits that Wynn Macau SA received partially offset by an increase in non-deductible expenses.

Note 13 - Earnings Per Share

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

Diluted EPS is computed by dividing net income attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or beginning of the period presented 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.

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 at the later of the date of issuance or beginning of the period presented 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.

Other potentially dilutive securities include outstanding stock options and unvested restricted stock.

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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

Net income attributable to Wynn Resorts, Limited - basic $ 111,943 $ 105,184 $ 256,159 $ 117,516

Net income (loss) attributable to Wynn Resorts, Limited - basic $ ( 32,053 ) $ ( 116,678 ) $ 224,106 $ 838

Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:

Assumed conversion of WML Convertible Bonds (1)

Net income attributable to Wynn Resorts, Limited - diluted $ 101,357 $ 94,555 $ 256,159 $ 94,916

Net income (loss) attributable to Wynn Resorts, Limited - diluted $ ( 32,053 ) $ ( 116,678 ) $ 224,106 $ 838

Weighted average common shares outstanding 109,727 112,797 110,559 112,813

1 unchanged sentence

Weighted average common and common equivalent shares outstanding 109,727 112,797 110,810 113,132

Net income attributable to Wynn Resorts, Limited per common share, basic $ 1.01 $ 0.93 $ 2.31 $ 1.04

Net income attributable to Wynn Resorts, Limited per common share, diluted $ 0.91 $ 0.84 $ 2.30 $ 0.84

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ ( 0.29 ) $ ( 1.03 ) $ 2.03 $ 0.01

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ ( 0.29 ) $ ( 1.03 ) $ 2.02 $ 0.01

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 383 1,255 334 308

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the three and nine months ended September 30, 2024 and 2023.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14 - Leases

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

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

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

2024 2023 2024 2023

2 unchanged sentences

Total rental income $ 48,364 $ 53,896 $ 153,244 $ 173,515

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Commitments and Contingencies

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

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

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

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

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

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 Matthew Maddox, Stephen A.

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

On July 28, 2021, the court dismissed certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowed other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A.

Wynn, Kimmarie Sinatra, and Steven Cootey.

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.

On August 22, 2024, the parties reached an agreement to settle the action, in its entirety, for the amount of $ 70.0 million, of which the Company will contribute $ 9.4 million.

The court preliminarily approved the settlement on October 10, 2024.

The Company's $ 9.4 million net contribution toward the settlement is recorded within Property charges and other expenses within the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

Federal Investigation

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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 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.

Attorney's Office in its investigation, which remains ongoing.

Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, the extent of the materiality of the outcome, or reasonably estimate the possible range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company.

Note 16 - Retail Joint Venture

As of June 30, 2024 and December 31, 2023, the Retail Joint Venture had total assets of $ 104.3 million and $ 102.5 million, respectively, and total liabilities of $ 621.8 million and $ 621.9 million, respectively.

As of June 30, 2024 and December 31, 2023, the Retail Joint Venture's liabilities included long-term debt of $ 614.4 million and $ 614.1 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Attorney’s Office for the Southern District of California ("USAO") 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.

On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement (the “NPA”) with the USAO and the United States Department of Justice (the “DOJ”) resolving such investigation.

Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $ 130.0 million in funds involved in transactions at issue and continue to make certain enhancements to its compliance program.

The DOJ agreed that, subject to Wynn Las Vegas’s fulfillment of its obligations under the NPA, it will not bring any criminal charges against Wynn Las Vegas concerning the subject matter of its investigation, subject to standard reservations of rights and certain reserved claims.

The NPA resolves all prior U.S.

federal regulatory inquiries commenced in or about 2014 regarding compliance by Wynn Las Vegas with 18 U.S.C.

§ 1960 and the Bank Secrecy Act.

The $ 130.0 million forfeiture is recorded within Property charges and other expenses within the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 - Retail Joint Venture

As of September 30, 2024 and December 31, 2023, the Retail Joint Venture had total assets of $ 109.9 million and $ 102.5 million, respectively, and total liabilities of $ 621.9 million.

As of September 30, 2024 and December 31, 2023, the Retail Joint Venture's liabilities included total current and long-term debt of $ 614.5 million and $ 614.1 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

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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 assets and results of operations of Wynn Interactive are presented in Corporate and other.

During the three months ended March 31, 2024, Wynn Interactive Ltd.

no longer met the requirements for a reportable segment.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

1 unchanged sentence

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

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

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

2024 2023 2024 2023

36 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2024 2023 2024 2023

11 unchanged sentences

Depreciation and amortization 156,273 171,969 507,611 510,743

Impairment of goodwill and intangible assets — 93,990 — 94,490

Property charges and other (2)

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Change in derivatives fair value ( 5,523 ) ( 50,637 ) ( 7,920 ) ( 3,255 )

Loss on debt financing transactions — ( 3,375 ) ( 1,561 ) ( 15,611 )

(Loss) gain on debt financing transactions ( 109 ) 2,928 ( 1,670 ) ( 12,683 )

Other 21,300 3,861 25,323 ( 19,794 )

Total other non-operating income and expenses ( 121,525 ) ( 185,885 ) ( 403,404 ) ( 471,432 )

Income before income taxes 154,208 132,140 350,720 134,304

Provision for income taxes ( 7,935 ) ( 4,305 ) ( 27,949 ) ( 5,323 )

Net income 146,273 127,835 322,771 128,981

Net income attributable to noncontrolling interests ( 34,330 ) ( 22,651 ) ( 66,612 ) ( 11,465 )

Net income attributable to Wynn Resorts, Limited $ 111,943 $ 105,184 $ 256,159 $ 117,516

(1) "Adjusted Property EBITDAR" is net income 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.

Income (loss) before income taxes 11,712 ( 123,290 ) 362,432 11,014

(Provision) benefit for income taxes ( 17,127 ) 2,749 ( 45,076 ) ( 2,574 )

Net income (loss) ( 5,415 ) ( 120,541 ) 317,356 8,440

Net income (loss) attributable to noncontrolling interests ( 26,638 ) 3,863 ( 93,250 ) ( 7,602 )

Net income (loss) attributable to Wynn Resorts, Limited $ ( 32,053 ) $ ( 116,678 ) $ 224,106 $ 838

(1) "Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss (gain) 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.

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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.

(2) For each of the three and six months ended June 30, 2024, includes $ 61.5 million of expensed project costs related to a discontinued development project, partially offset by a gain of $ 24.6 million related to the sale of certain Wynn Interactive assets, both included in Corporate and other.

(2) For each of the three and nine months ended September 30, 2024, includes $ 130.0 million of forfeitures pursuant to the NPA, the Company's $ 9.4 million contribution towards a legal settlement, $ 12.5 million of contract termination and other costs related to the closure of Wynn Interactive's digital sports betting and casino gaming business.

Property charges and other expenses for the nine months ended September 30, 2024 also included $ 61.5 million of expensed project costs related to a discontinued development project, partially offset by a gain of $ 24.6 million related to the sale of certain Wynn Interactive assets.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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