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Item 1. Financial Statements

2025-05-06 compared with 2024-11-04 · 195 added, 312 removed, 432 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

Cash and cash equivalents $ 2,070,086 $ 2,426,155

Restricted cash 1,205,930 18

Investments — 845,192

Accounts receivable, net of allowance for credit losses of $ 40,623 and $ 37,694 , respectively

8 unchanged sentences

Deferred income taxes, net 498,542 507,716

Investments in unconsolidated affiliates 706,378 648,217

Other assets 225,406 213,092

27 unchanged sentences

Additional paid-in capital 3,727,019 3,698,800

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

Accumulated other comprehensive loss ( 3,073 ) ( 5,700 )

Accumulated deficit ( 1,630,831 ) ( 1,676,990 )

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

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

2024 2023 2024 2023

Three Months Ended March 31,

Operating revenues:

13 unchanged sentences

Depreciation and amortization 155,421 174,933

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

Property charges and other 12,232 16,948

5 unchanged sentences

Change in derivatives fair value ( 29,539 ) ( 17,914 )

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

Loss on debt financing transactions — ( 1,561 )

Other ( 8,374 ) ( 4,722 )

1 unchanged sentence

Income before income taxes 92,427 196,512

(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:

Provision for income taxes ( 11,022 ) ( 20,014 )

Net income 81,405 176,498

net income attributable to noncontrolling interests ( 8,658 ) ( 32,282 )

Net income attributable to Wynn Resorts, Limited $ 72,747 $ 144,216

Basic and diluted net income per common share:

Net income attributable to Wynn Resorts, Limited:

Basic $ 0.69 $ 1.30

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

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

2024 2023 2024 2023

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

Other comprehensive income (loss):

Three Months Ended March 31,

Net income $ 81,405 $ 176,498

Other comprehensive income:

Foreign currency translation adjustments, before and after tax 3,630 1,989

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

For the three months ended September 30, 2024

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

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

stockholders'

deficit Noncontrolling

interests Total

stockholders'

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 )

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

Cancellation of restricted stock ( 19,042 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 1,473,824 ) — ( 118,451 ) — — — ( 118,451 ) — ( 118,451 )

Cash dividends declared — — — — — ( 27,645 ) ( 27,645 ) ( 14,405 ) ( 42,050 )

Distribution to noncontrolling interest — — — — — — — ( 1,960 ) ( 1,960 )

Transactions with subsidiary minority shareholders — — — 439 — — 439 ( 439 ) —

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

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

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

deficit Noncontrolling

interests Total

stockholders'

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 )

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

Cancellation of restricted stock ( 2,402 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 623,417 ) — ( 58,925 ) — — — ( 58,925 ) — ( 58,925 )

Cash dividends declared — — — — — ( 28,487 ) ( 28,487 ) — ( 28,487 )

Distribution to noncontrolling interest — — — — — — — ( 6,984 ) ( 6,984 )

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

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 )

Total comprehensive income 85,035 178,487

comprehensive income attributable to noncontrolling interests ( 9,661 ) ( 32,847 )

Comprehensive income attributable to Wynn Resorts, Limited $ 75,374 $ 145,640

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

2 unchanged sentences

(in thousands, except share data)

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

outstanding Par

3 unchanged sentences

comprehensive

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

loss Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

5 unchanged sentences

Currency translation adjustment — — — — 2,627 — 2,627 1,003 3,630

Exercise of stock options 17,285 — — 1,017 — — 1,017 — 1,017

Issuance of restricted stock 560,906 5 — 7,917 — — 7,922 — 7,922

5 unchanged sentences

Stock-based compensation — — — 18,744 — — 18,744 1,382 20,126

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

Balances, March 31, 2025 105,869,624 $ 1,341 $ ( 2,455,134 ) $ 3,727,019 $ ( 3,073 ) $ ( 1,630,831 ) $ ( 360,678 ) $ ( 741,243 ) $ ( 1,101,921 )

For the three months ended March 31, 2024

outstanding Par

3 unchanged sentences

comprehensive

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

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

13 unchanged sentences

Stock-based compensation — — — 12,494 — — 12,494 1,401 13,895

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 )

Balances, March 31, 2024 112,071,149 $ 1,335 $ ( 1,849,172 ) $ 3,656,809 $ 4,830 $ ( 1,950,755 ) $ ( 136,953 ) $ ( 809,427 ) $ ( 946,380 )

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:

8 unchanged sentences

Change in derivatives fair value 29,539 17,914

Impairment of goodwill and intangible assets — 94,490

Property charges and other 17,683 19,261

7 unchanged sentences

Capital expenditures, net of construction payables and retention ( 159,931 ) ( 97,702 )

Investment in unconsolidated affiliates ( 454,980 ) ( 52,270 )

Purchase of investments — ( 786,519 )

Proceeds from maturity of investments 850,000 —

Investments in unconsolidated affiliates ( 61,484 ) ( 69,928 )

Purchase of intangible and other assets ( 300 ) ( 15 )

Proceeds from sale of assets and other 204 226

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

Net cash used in investing activities ( 221,511 ) ( 167,419 )

Cash flows from financing activities:

11 unchanged sentences

Cash, cash equivalents and restricted cash:

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

Decrease in cash, cash equivalents and restricted cash ( 356,317 ) ( 459,063 )

Balance, beginning of period 2,521,793 2,969,412

8 unchanged sentences

In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100 % of Wynn Las Vegas.

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

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

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

7 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, 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 months ended March 31, 2025 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2025.

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, 2024.

3 unchanged sentences

All significant intercompany accounts and transactions have been eliminated.

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.

Certain amounts in the condensed consolidated balance sheet as of December 31, 2024 have been reclassified to be consistent with the current period presentation.

These reclassifications had no effect on previously reported total assets, total liabilities, and total stockholders' deficit.

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 deferred tax assets and credit losses, estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and litigation and contingency estimates.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

1 unchanged sentence

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 $ 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.

The estimated fair value of the Company's debt securities as of December 31, 2023 was approximately $ 294.8 million and the gross unrecognized holding loss was $ 0.4 million.

As of December 31, 2023, the Company had $ 8.7 million in accrued interest on its debt securities, recorded in Investments on the Condensed Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors.

The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings.

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

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 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

The Company accounts for its investment in Island 3 using the equity method.

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 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.

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

These taxes totaled $ 440.7 million and $ 488.8 million for the three months ended March 31, 2025 and 2024, respectively.

Investments in Unconsolidated Affiliates

The Company accounts for its investment in Island 3, an unconsolidated affiliate which is constructing Wynn Al Marjan Island, using the equity method.

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 Island 3, and capitalization of interest cost incurred by the Company during the investee's initial development period.

The Company recognized an equity-method loss of $ 3.3 million and $ 1.5 million for the three months ended March 31, 2025 and 2024, respectively, in Pre-opening expense within the Condensed Consolidated Statements of Income.

Recently Issued Accounting Standards

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 standard-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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") or other standard-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, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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 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.

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in trusts in accordance with WML's share award plans, and as of March 31, 2025 and December 31, 2024 included $ 87.4 million and $ 87.5 million, respectively, 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):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for interest, net of amounts capitalized $ 177,005 $ 183,812

1 unchanged sentence

Accounts and construction payables related to property and equipment $ 85,748 $ 58,096

Other liabilities related to intangible assets (1)

$ 201,329 $ 207,106

Net settlement of liabilities in connection with an asset sale $ 27,665 $ —

Finance lease liabilities arising from obtaining finance lease assets $ 39,345 $ 3,333

(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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 - Receivables, net

1 unchanged sentence

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Casino $ 228,723 $ 236,642

4 unchanged sentences

$ 334,004 $ 324,016

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.

As of March 31, 2025 and December 31, 2024, approximately 72.5 % and 70.9 %, 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 15.9 % of gross casino receivables as of September 30, 2024 and December 31, 2023.

The Company’s allowance for casino credit losses was 16.7 % and 14.7 % of gross casino receivables as of March 31, 2025 and December 31, 2024, respectively.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

September 30,

Balance at beginning of year $ 37,694 $ 40,075

6 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Buildings and improvements $ 8,533,318 $ 8,547,922

6 unchanged sentences

$ 6,546,434 $ 6,521,283

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.

As of March 31, 2025 and December 31, 2024, 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, 2025 and 2024 was $ 142.6 million and $ 158.1 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Macau Related:

2 unchanged sentences

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

600,000 600,000

WML 5 1/2% Senior Notes, due 2027 750,000 750,000

1 unchanged sentence

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

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

3 unchanged sentences

WRF Term Loan, due 2027 752,813 763,125

WRF Term Loan, due 2027 773,438 730,692

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

583,310 1,380,001

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

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

9 unchanged sentences

Total long-term debt, net of current portion $ 9,513,157 $ 10,500,484

(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.

(1) As of March 31, 2025, 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 the Hong Kong Interbank Offered Rate ("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 $ 911.0 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 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.

As of March 31, 2025, the weighted average interest rate was approximately 5.76 %.

As of March 31, 2025, the available borrowing capacity under the WM Cayman II Revolver was $ 353.3 million.

(2) As of March 31, 2025, the net carrying amount of the WML Convertible Bonds was $ 503.5 million, with unamortized debt discount and debt issuance costs of $ 96.5 million.

The Company recorded contractual interest expense of $ 6.8 million and $ 6.8 million and amortization of discounts and issuance costs of $ 5.0 million and $ 4.6 million during the three months ended March 31, 2025 and 2024, respectively.

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

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, 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 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)

WLV Senior Notes

In February and March 2024, Wynn Las Vegas repurchased $ 800.0 million aggregate principal amount of its 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), which consisted of i) $ 681.0 million aggregate principal amount of validly tendered notes repurchased at a price equal to 97.2 % of the principal amount, plus accrued interest and an early tender premium of $ 20.3 million, and ii) $ 119.0 million aggregate principal amount of notes repurchased on a pro-rata basis at a price equal of 100 % of the principal amount, plus accrued interest, under the terms of its indenture.

Included in the $ 119.0 million repurchase was $ 3.3 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

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.

As of March 31, 2025, the weighted average interest rate was approximately 6.17 %.

Additionally, as of March 31, 2025, 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 2.15 % per year.

As of March 31, 2025, the effective interest rate was 5.54 %.

Debt Covenant Compliance

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

As of March 31, 2025, 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, 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 as of March 31, 2025 and December 31, 2024 was approximately $ 10.45 billion and $ 10.46 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 10.63 billion and $ 10.64 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 Operations.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2024 December 31, 2023

Note 7 - Derivative Instruments

WML Convertible Bond Conversion Option

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

March 31, 2025 December 31, 2024

WML stock price HK$ 5.57 HK$ 5.39

4 unchanged sentences

(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 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.

As of March 31, 2025 and December 31, 2024, the estimated fair value of the embedded derivative was a liability of $ 49.0 million and $ 33.0 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 $ 16.0 million and $ 16.3 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024, respectively.

Foreign Currency Swaps

In March 2025, the Company entered into three foreign currency swap agreements (the "Foreign Currency Swaps") with the objective of managing foreign currency exchange rate risk associated with the U.S.

dollar denominated 2026 WML 5 1/2% Senior Notes, 2027 WML 5 1/2% Senior Notes, and 2028 WML 5 5/8% Senior Notes.

The Foreign Currency Swaps exchange predetermined amounts of Hong Kong dollars for U.S.

dollars at a contractual spot rate, have notional amounts of $ 800.0 million, $ 750.0 million, and $ 1.35 billion, and mature in January 2026, October 2027, and August 2028, respectively.

As of March 31, 2025, the total fair value of the Foreign Currency Swaps was a liability of $ 9.3 million, of which $ 0.7 million was recorded in Other accrued liabilities and $ 8.6 million was recorded in Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.

The fair values of the Foreign Currency Swaps were estimated based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Changes in the fair values of the Foreign Currency Swaps are recorded in earnings, as these instruments are not designated as hedges.

In connection with the change in fair value, the Company recorded a loss of $ 9.3 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2025.

Note 8 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's Board of Directors authorized an equity repurchase program of up to $ 1.00 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.

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

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.

In November 2024, the Company’s Board of Directors authorized an increase in the amount of the Company's outstanding shares of common stock available for repurchase under the previously available repurchase authorization to $ 1.00 billion.

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.

dollar equivalent of approximately $ 50.4 million.

The Company's share of this dividend was $ 36.0 million, and the noncontrolling interest holders' share of this dividend was $ 14.4 million.

During the three months ended March 31, 2025, the Company repurchased 2,360,194 shares of its common stock at an average price of $ 84.76 per share for an aggregate cost of $ 200.0 million under the equity repurchase program.

As of March 31, 2025, the Company had $ 613.0 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share on its common stock during each of the three month periods ended March 31, 2025 and 2024 and recorded $ 26.6 million and $ 28.0 million against accumulated deficit, respectively.

On May 6, 2025, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on May 30, 2025 to stockholders of record as of May 16, 2025.

Noncontrolling Interests

Wynn Macau, Limited

The WML Board of Directors has recommended the payment of a final dividend for the year ended December 31, 2024 of HK$ 0.185 per share on its common stock payable on June 11, 2025 to stockholders of record as of June 2, 2025.

The payment of the final dividend is conditional upon shareholder approval at WML's 2025 Annual General Meeting to be held on May 23, 2025.

WML Securities Lending Agreement

In connection with the offering of the WML Convertible Bonds, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 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.

In connection with the offering of the WML Convertible Bonds, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 72 % ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") in March 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.

2 unchanged sentences

Retail Joint Venture

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.

During the three months ended March 31, 2025 and 2024, the Retail Joint Venture made aggregate distributions of approximately $ 6.3 million and $ 6.0 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

1 unchanged sentence

Fair Value Measurements Using:

September 30, 2024 Quoted

March 31, 2025 Quoted

Active Markets

3 unchanged sentences

Restricted cash $ 95,390 $ 6,487 $ 88,903 $ —

Interest rate swap $ 3,283 $ — $ 3,283 $ —

WML Convertible Bond Conversion Option Derivative (see Note 7)

$ 48,982 $ — $ — $ 48,982

Foreign Currency Swaps (see Note 7)

$ 9,329 $ — $ 9,329 $ —

Fair Value Measurements Using:

5 unchanged sentences

Restricted cash $ 95,638 $ 6,434 $ 89,204 $ —

Fixed deposits $ 550,000 $ — $ 550,000 $ —

Interest rate collar $ 5,769 $ — $ 5,769 $ —

Interest rate swap $ 7,510 $ — $ 7,510 $ —

WML Convertible Bond Conversion Option Derivative

5 unchanged sentences

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

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

March 31, 2025 December 31, 2024 Increase / (decrease) March 31, 2024 December 31, 2023 Increase / (decrease)

Casino outstanding chips and front money deposits (1)

19 unchanged sentences

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Casino $ 908 $ 675

6 unchanged sentences

Total stock-based compensation costs $ 20,782 $ 15,671

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 11.0 million and $ 20.0 million for the three months ended March 31, 2025 and 2024, 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 11.9 % is due to the exemption from Macau’s 12 % Complementary Tax on casino gaming profits earned by Wynn Macau SA.

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 (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.

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.

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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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

Three Months Ended March 31,

Net income attributable to Wynn Resorts, Limited - basic $ 72,747 $ 144,216

Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:

Assumed conversion of WML Convertible Bonds (1)

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

Net income attributable to Wynn Resorts, Limited - diluted $ 72,747 $ 144,216

Weighted average common shares outstanding 105,492 111,023

1 unchanged sentence

Weighted average common and common equivalent shares outstanding 105,730 111,333

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

Net income attributable to Wynn Resorts, Limited per common share, basic $ 0.69 $ 1.30

Net income attributable to Wynn Resorts, Limited per common share, diluted $ 0.69 $ 1.30

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 548 281

(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)

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the three months ended March 31, 2025 and 2024.

Note 14 - Leases

1 unchanged sentence

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Minimum rental income $ 36,460 $ 34,170

2 unchanged sentences

Note 15 - Commitments and Contingencies

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business.

The Company and its affiliates are involved in litigation arising in the normal course of business.

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.

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.

Ferris and Joann M.

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

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.

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

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws.

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

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)

Wynn Al Marjan Island Funding Commitment

In connection with the construction of Wynn Al Marjan Island, the Company is required to contribute capital to Island 3 to fund 40 % of the project design and development costs in exchange for a pro-rata share of equity in Island 3.

During the three months ended March 31, 2025, the Company contributed $ 51.2 million of cash into Island 3, bringing our life-to-date cash contributions to $ 682.9 million.

The Company's remaining 40 % pro-rata share of the required equity for the construction of Wynn Al Marjan Island is estimated to be between $ 650 million and $ 725 million inclusive of capitalized interest, fees, and certain improvements on the Island.

Al Marjan Facility Completion Guarantee

In February 2025, Wynn Al Marjan Island FZ-LLC (the "Borrower"), a wholly-owned subsidiary of Island 3, an unconsolidated affiliate, entered into a facility agreement with a syndicate of lenders (the "Al Marjan Facility Agreement") which provides the Borrower with a $ 2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility").

The Company is not a party to the Al Marjan Facility Agreement, but as a condition precedent to the Al Marjan Facility being made available to the Borrower, the Company and the government of Ras Al Khaimah, acting through the Investment and Development Office of Ras Al Khaimah (collectively the "Al Marjan Guarantors"), entered into a guarantee (the "Completion Guarantee") in favor of First Abu Dhabi Bank PJSC, as security agent for itself (the "Security Agent") and the other secured parties (collectively, the "Secured Parties") under the Al Marjan Facility Agreement.

Under the terms of the Completion Guarantee, the Al Marjan Guarantors, irrevocably and unconditionally jointly and severally, (a) have guaranteed to each Secured Party punctual performance by the Borrower of certain of its obligations under the Al Marjan Facility Agreement, and (b) have undertaken with each Secured Party:

(i) to provide, within 10 business days upon receiving written demand by the Security Agent, (A) sufficient funds to ensure that practical completion of the project (as provided in the Al Marjan Facility Agreement) takes place no later than June 30, 2028 and (B) to fund amounts equal to any project cost overruns, to the extent the Borrower fails to fund such overruns;

and (ii) to pay, whenever the Borrower does not pay, interest, commitment fees and other finance costs payable under the Al Marjan Facility Agreement as well as scheduled payments under any interest rate hedging agreement.

In addition, upon the occurrence of certain specified events of default, change of control events or credit rating downgrades under the Al Marjan Facility Agreement or the occurrence of certain commercial gaming license related events (including, among others, the loss of the commercial gaming license permitting the Borrower to conduct commercial gaming at the project and as further provided in the Al Marjan Facility Agreement), the Al Marjan Guarantors, irrevocably and unconditionally jointly and severally, have undertaken to pay, to the extent the Borrower does not pay, all then outstanding principal, interest, hedging liabilities and any and all other amounts and expenses then due and payable under the Al Marjan Facility Agreement and related agreements, within 10 business days upon receiving written demand by the Security Agent (or, in respect of the occurrence of certain commercial gaming license related events, if later, on the date falling 180 days following the occurrence of such event).

The guarantees and undertakings provided by the Al Marjan Guarantors under the Completion Guarantee terminate on the earlier of:

(1) the date on which all secured liabilities under the Al Marjan Facility Agreement have been paid in full, and (2) the date of practical completion of the project.

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.

As of March 31, 2025 and December 31, 2024, the Retail Joint Venture had total assets of $ 96.4 million and $ 100.3 million, respectively, and total liabilities of $ 605.4 million and $ 605.8 million, respectively.

As of March 31, 2025 and December 31, 2024, the Retail Joint Venture's liabilities included long-term debt of $ 597.6 million and $ 597.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 17 - Segment Information

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.

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

The primary profitability measure used by the Company's CEO to review segment operating results and allocate resources is Adjusted Property EBITDAR.

The Company has identified the following reportable segments:

4 unchanged sentences

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.

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.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2024 2023 2024 2023

Three Months Ended March 31, 2025

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Corporate and Other Total

Operating revenues

Macau Operations:

Casino $ 444,508 $ 275,550 $ 160,993 $ 159,379 $ — $ 1,040,430

3 unchanged sentences

23,068 12,321 88,982 11,196 — 135,567

519,790 524,773 1,654,740 1,362,486

Casino 296,781 230,294 923,851 649,627

Rooms 23,755 31,673 76,116 79,774

Food and beverage 19,524 18,287 60,546 47,255

Entertainment, retail and other (1)

Total operating revenues 535,929 329,960 625,285 209,223 — 1,700,397

Cost of revenue (2)

137,752 99,708 383,316 105,754 —

Gaming taxes (3)

236,292 140,053 18,608 46,015 —

Total Macau Operations 871,747 819,789 2,755,710 2,189,821

Las Vegas Operations:

Casino 145,186 168,130 410,023 460,606

Rooms 187,123 178,518 617,071 541,392

Food and beverage 191,776 203,066 593,804 570,695

Entertainment, retail and other (1)

Adjusted Property EBITDAR (4)

$ 161,885 $ 90,199 $ 223,361 $ 57,454 $ — $ 532,899

Total Las Vegas Operations 607,172 618,966 1,872,374 1,783,802

Encore Boston Harbor:

Other operating expenses

Pre-opening 5,287

Depreciation and amortization 155,421

Property charges and other 12,232

Corporate expense and other 36,581

Stock-based compensation 19,400

Triple-net operating lease expense 35,389

Total other operating expenses 264,310

Operating income 268,589

Other non-operating income and expenses

Interest income 19,359

Interest expense, net of amounts capitalized ( 157,608 )

Change in derivatives fair value ( 29,539 )

Other ( 8,374 )

Total other non-operating income and expenses ( 176,162 )

Income before income taxes 92,427

Provision for income taxes ( 11,022 )

Net income 81,405

Net income attributable to noncontrolling interests ( 8,658 )

Net income attributable to Wynn Resorts, Limited $ 72,747

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31, 2024

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Corporate and Other Total

Operating revenues

Casino $ 473,781 $ 346,353 $ 135,163 $ 166,169 $ — $ 1,121,466

3 unchanged sentences

27,114 15,753 83,699 10,593 9,932 147,091

Total Encore Boston Harbor 214,121 210,403 644,513 648,641

Corporate and other:

Entertainment, retail and other 283 22,778 16,567 69,173

Total Corporate and other 283 22,778 16,567 69,173

Total operating revenues 586,901 411,744 636,548 217,784 9,932 1,862,909

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Cost of revenue (2)

135,507 103,706 372,316 105,909 9,962

Gaming taxes (3)

249,024 170,852 17,970 48,740 2,388

Adjusted Property EBITDAR (4)

Macau Operations:

Wynn Palace $ 162,283 $ 177,048 $ 549,112 $ 444,713

Wynn Macau 100,594 77,939 333,691 212,274

Total Macau Operations 262,877 254,987 882,803 656,987

Las Vegas Operations 202,720 219,740 679,315 675,458

Encore Boston Harbor 63,018 60,498 188,284 193,016

Corporate and other ( 938 ) ( 4,864 ) ( 4,535 ) ( 40,896 )

Total 527,677 530,361 1,745,867 1,484,565

$ 202,370 $ 137,186 $ 246,262 $ 63,135 $ ( 2,418 ) $ 646,535

Other operating expenses

1 unchanged sentence

Depreciation and amortization 174,933

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

Property charges and other 16,948

150,475 114,288 206,238 132,265

Corporate expenses and other 36,184 35,104 109,799 102,342

Corporate expense and other 39,905

Stock-based compensation 14,369

Triple-net operating lease rent expense 35,381 35,404 106,127 106,318

Triple-net operating lease expense 35,404

Total other operating expenses 283,594

4 unchanged sentences

Change in derivatives fair value ( 17,914 )

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

Loss on debt financing transactions ( 1,561 )

Other ( 4,722 )

Total other non-operating income and expenses ( 166,429 )

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.

Income before income taxes 196,512

Provision for income taxes ( 20,014 )

Net income 176,498

Net income attributable to noncontrolling interests ( 32,282 )

Net income attributable to Wynn Resorts, Limited $ 144,216

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

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

(2) Primarily comprised of payroll, cost of goods sold, marketing, promotional, facilities, taxes and licenses (excluding gaming taxes) and other operating expenses.

(3) For Las Vegas Operations, includes table and slot license fees.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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 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 EBITDAR 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.

2 unchanged sentences

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 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)

September 30, 2024 December 31, 2023

Three Months Ended March 31,

Capital expenditures

Macau Operations:

1 unchanged sentence

Wynn Macau 15,480 17,345

Total Macau Operations 65,589 46,810

Las Vegas Operations 56,150 24,724

Encore Boston Harbor 4,685 11,785

Corporate and other 33,507 14,383

Total $ 159,931 $ 97,702

March 31, 2025 December 31, 2024

Macau Operations:

Wynn Palace $ 2,819,349 $ 2,813,190

Wynn Macau 1,399,308 1,412,795

Other Macau 807,672 778,928

5 unchanged sentences

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