Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			56
Consolidated Balance Sheets			59
Consolidated Statements of Operations			60
Consolidated Statements of Comprehensive Loss			61
Consolidated Statements of Stockholders’ Equity (Deficit)			62
Consolidated Statements of Cash Flows			63
Notes to Consolidated Financial Statements			64
Quarterly Consolidated Financial Information (Unaudited)			102

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on Internal Control Over Financial Reporting

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wynn Resorts, Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 27, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Las Vegas, Nevada

February 27, 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Accounting for the sale and leaseback of real estate assets
Description of the Matter			As described in Notes 1, 5 and 15 to the Company’s consolidated financial statements, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction") during the year ended December 31, 2022. Upon closing of the EBH Transaction, the Company received cash proceeds of approximately $1.7 billion in exchange for the sale of such real estate assets, recognized a gain on sale of $182.0 million, and concurrently entered into a lease agreement with respect to the sold assets for the purpose of continuing to operate the Encore Boston Harbor integrated resort. Upon entering into the lease agreement, the Company recognized an operating lease asset and a corresponding operating lease liability of $1.5 billion. Auditing management’s evaluation of the EBH Transaction was especially challenging due to the complexity in management’s assessment of (i) whether control of the underlying real estate assets was transferred by the Company and (ii) the lease classification as an operating or a finance lease. Auditing these assessments made by management involved especially challenging auditor judgment, including the need to involve our valuation specialists.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s assessment of the accounting for the EBH transaction, including controls over the significant judgments made in the assessment, estimates used in the assessment and the completeness and accuracy of data used by management. To test the accounting for the EBH Transaction, our audit procedures included, among others, (i) inspection of the sale and leaseback agreements, (ii) evaluating the significant judgments made by management in the accounting assessment (e.g. when control of the asset transferred to the buyer-lessor), and (iii) evaluating the classification of the lease under ASC 842, including evaluating the completeness and accuracy of the underlying data used by management. With the assistance of our valuation specialists, we also tested the fair value of the property sold and the incremental borrowing rate used in the lease classification test by developing a range of independent estimates and comparing those to the estimates selected by management.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Las Vegas, Nevada

February 27, 2023

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			December 31,
			2022						2021
ASSETS
Current assets:
Cash and cash equivalents			$	3,650,440					$	2,522,530
Restricted cash			4,819						4,896
Accounts receivable, net of allowance for credit losses of $78,842 and $111,319			216,033						199,463
Inventories			70,094						69,967
Prepaid expenses and other			88,201						79,061
Total current assets			4,029,587						2,875,917
Property and equipment, net			6,896,060						8,765,308
Restricted cash			127,731						3,641
Goodwill and intangible assets, net			245,253						307,578
Operating lease assets			1,853,164						371,365
Other assets			263,305						207,017
Total assets			$	13,415,100					$	12,530,826
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables			$	197,474					$	170,542
Customer deposits			506,148						436,388
Gaming taxes payable			44,967						73,173
Accrued compensation and benefits			187,160						206,225
Accrued interest			135,630						132,877
Current portion of long-term debt			547,543						50,000
Other accrued liabilities			192,501						218,675
Total current liabilities			1,811,423						1,287,880
Long-term debt			11,569,316						11,884,546
Long-term operating lease liabilities			1,615,157						115,187
Other long-term liabilities			59,569						79,428
Total liabilities			15,055,465						13,367,041
Commitments and contingencies (Note 17)
Stockholders' deficit:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding			—						—
Common stock, par value $0.01; 400,000,000 shares authorized; 132,256,185 and 131,449,806 shares issued; 113,369,439 and 115,714,943 shares outstanding, respectively			1,323						1,314
Treasury stock, at cost; 18,886,746 and 15,734,863 shares, respectively			(1,623,872)						(1,436,373)
Additional paid-in capital			3,583,923						3,502,715
Accumulated other comprehensive income (loss)			(404)						6,004
Accumulated deficit			(2,711,808)						(2,288,078)
Total Wynn Resorts, Limited stockholders' deficit			(750,838)						(214,418)
Noncontrolling interests			(889,527)						(621,797)
Total stockholders' deficit			(1,640,365)						(836,215)
Total liabilities and stockholders' deficit			$	13,415,100					$	12,530,826

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

			Year Ended December 31,
			2022						2021						2020
Operating revenues:
Casino			$	1,632,541					$	2,133,420					$	1,237,230
Rooms			802,138						592,571						307,973
Food and beverage			846,214						633,911						329,584
Entertainment, retail and other			475,932						403,762						221,074
Total operating revenues			3,756,825						3,763,664						2,095,861
Operating expenses:
Casino			1,099,801						1,394,098						1,064,976
Rooms			261,343						197,734						172,223
Food and beverage			700,549						516,391						398,792
Entertainment, retail and other			328,529						450,358						107,228
General and administrative			830,450						796,592						720,849
Provision for credit losses			(7,295)						29,487						64,375
Pre-opening			20,643						6,821						6,506
Depreciation and amortization			692,318						715,962						725,502
Gain on EBH Transaction, net			(181,989)						—						—
Property charges and other			113,152						50,762						67,455
Total operating expenses			3,857,501						4,158,205						3,327,906
Operating loss			(100,676)						(394,541)						(1,232,045)
Other income (expense):
Interest income			29,758						3,213						15,384
Interest expense, net of amounts capitalized			(650,885)						(605,562)						(556,474)
Change in derivatives fair value			15,956						11,360						(13,060)
Loss on extinguishment of debt			—						(2,060)						(4,601)
Other			5,811						(23,926)						28,521
Other income (expense), net			(599,360)						(616,975)						(530,230)
Loss before income taxes			(700,036)						(1,011,516)						(1,762,275)
Provision for income taxes			(9,332)						(474)						(564,671)
Net loss			(709,368)						(1,011,990)						(2,326,946)
Less: net loss attributable to noncontrolling interests			285,512						256,204						259,701
Net loss attributable to Wynn Resorts, Limited			$	(423,856)					$	(755,786)					$	(2,067,245)
Basic and diluted net loss per common share:
Net loss attributable to Wynn Resorts, Limited:
Basic			$	(3.73)					$	(6.64)					$	(19.37)
Diluted			$	(3.73)					$	(6.64)					$	(19.37)
Weighted average common shares outstanding:
Basic			113,623						113,760						106,745
Diluted			113,623						113,760						106,745

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

			Year Ended December 31,
			2022						2021						2020
Net loss			$	(709,368)					$	(1,011,990)					$	(2,326,946)
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax			(8,849)						3,477						7,367
Total comprehensive loss			(718,217)						(1,008,513)						(2,319,579)
Less: comprehensive loss attributable to noncontrolling interests			287,953						255,127						257,617
Comprehensive loss attributable to Wynn Resorts, Limited			$	(430,264)					$	(753,386)					$	(2,061,962)

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share data)

			Common stock
			Shares outstanding						Par value						Treasury stock						Additional paid-in capital						Accumulated other comprehensive income (loss)						Retained earnings (accumulated deficit)						Total Wynn Resorts, Limited stockholders' equity (deficit)						Noncontrolling interests						Total stockholders' equity (deficit)
Balances, January 1, 2020			107,363,943						$	1,228					$	(1,410,998)					$	2,512,676					$	(1,679)					$	641,818					$	1,743,045					$	(201,573)					$	1,541,472
Net loss			—						—						—						—						—						(2,067,245)						(2,067,245)						(259,701)						(2,326,946)
Currency translation adjustment			—						—						—						—						5,283						—						5,283						2,084						7,367
Issuance of restricted stock			886,014						9						—						6,711						—						—						6,720						823						7,543
Cancellation of restricted stock			(241,108)						(2)						—						2						—						—						—						—						—
Shares repurchased by the Company and held as treasury shares			(120,513)						—						(11,533)						—						—						—						(11,533)						—						(11,533)
Cash dividends declared			—						—						—						—						—						(106,993)						(106,993)						44						(106,949)
Wynn Interactive transactions			—						—						—						26,262						—						—						26,262						73,768						100,030
Distribution to noncontrolling interest			—						—						—						—						—						—						—						(6,238)						(6,238)
Stock-based compensation			—						—						—						52,464						—						—						52,464						5,473						57,937
Balances, December 31, 2020			107,888,336						1,235						(1,422,531)						2,598,115						3,604						(1,532,420)						(351,997)						(385,320)						(737,317)
Net loss			—						—						—						—						—						(755,786)						(755,786)						(256,204)						(1,011,990)
Currency translation adjustment			—						—						—						—						2,400						—						2,400						1,077						3,477
Issuance of common stock, net of $17.7 million underwriter discounts, commissions and other expenses			7,475,000						75						—						841,821						—						—						841,896						—						841,896
Issuance of restricted stock			518,191						4						—						5,897						—						—						5,901						370						6,271
Cancellation of restricted stock			(26,221)						—						—						—						—						—						—						—						—
Shares repurchased by the Company and held as treasury shares			(140,363)						—						(13,842)						—						—						—						(13,842)						—						(13,842)
Cash dividends declared			—						—						—						—						—						128						128						21						149
Wynn Interactive transactions			—						—						—						(20,211)						—						—						(20,211)						25,372						5,161
Distribution to noncontrolling interest			—						—						—						—						—						—						—						(18,761)						(18,761)
Stock-based compensation			—						—						—						77,093						—						—						77,093						11,648						88,741
Balances, December 31, 2021			115,714,943						1,314						(1,436,373)						3,502,715						6,004						(2,288,078)						(214,418)						(621,797)						(836,215)
Net loss			—						—						—						—						—						(423,856)						(423,856)						(285,512)						(709,368)
Currency translation adjustment			—						—						—						—						(6,408)						—						(6,408)						(2,441)						(8,849)
Issuance of restricted stock			797,419						9						—						9,279						—						—						9,288						—						9,288
Cancellation of restricted stock			(115,521)						(1)						—						1						—						—						—						—						—
Shares repurchased by the Company and held as treasury shares			(3,151,883)						—						(187,499)						—						—						—						(187,499)						—						(187,499)
Distribution to noncontrolling interest			—						—						—						—						—						—						—						(27,744)						(27,744)
Contribution from noncontrolling interest			—						—						—						48,559						—						—						48,559						1,474						50,033
Transactions with subsidiary minority shareholders			124,481						1						—						(14,053)						—						—						(14,052)						14,052						—
Subsidiary equity issuance			—						—						—						(18,717)						—						—						(18,717)						21,613						2,896
Stock-based compensation			—						—						—						56,139						—						126						56,265						10,828						67,093
Balances, December 31, 2022			113,369,439						$	1,323					$	(1,623,872)					$	3,583,923					$	(404)					$	(2,711,808)					$	(750,838)					$	(889,527)					$	(1,640,365)

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			Year Ended December 31,
			2022						2021						2020
Cash flows from operating activities:
Net loss			$	(709,368)					$	(1,011,990)					$	(2,326,946)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			692,318						715,962						725,502
Deferred income taxes			3,241						(2,706)						562,484
Stock-based compensation expense			67,627						95,238						62,254
Amortization of debt issuance costs			29,427						27,047						28,932
Loss on extinguishment of debt			—						2,060						4,601
Provision for credit losses			(7,295)						29,487						64,375
Change in derivatives fair value			(15,956)						(11,360)						13,060
Gain on EBH Transaction, net			(181,989)						—						—
Property charges and other			107,341						74,688						38,933
Increase (decrease) in cash from changes in:
Receivables, net			(9,335)						(29,441)						81,646
Inventories, prepaid expenses and other			(19,737)						(21,499)						27,660
Customer deposits			69,692						(207,878)						(192,451)
Accounts payable and accrued expenses			(97,238)						117,801						(162,475)
Net cash used in operating activities			(71,272)						(222,591)						(1,072,425)
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention			(300,127)						(290,657)						(290,115)
Purchase of intangible and other assets			(52,377)						(56,034)						—
Cash acquired from business combination			—						—						4,604
Proceeds from EBH Transaction			1,700,000						—						—
Proceeds from sale of assets and other			1,471						4,268						19,752
Net cash provided by (used in) investing activities			1,348,967						(342,423)						(265,759)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			211,435						1,340,281						4,691,953
Repayments of long-term debt			(50,000)						(2,488,401)						(2,035,354)
Proceeds from issuance of Wynn Resorts, Limited common stock			—						841,896						—
Proceeds from exercise of stock options			—						—						70
Repurchase of common stock			(187,499)						(13,842)						(11,533)
Proceeds from issuance of subsidiary common stock			2,895						4,662						—
Proceeds from sale of noncontrolling interest in subsidiary			50,033						—						—
Payments to acquire ownership interest in subsidiary			—						(5,433)						(33,621)
Distribution to noncontrolling interest			(27,744)						(18,761)						(6,238)
Dividends paid			(1,445)						(1,553)						(108,777)
Finance lease payments			(18,188)						(15,658)						(5,916)
Payments for financing costs			(3,165)						(31,193)						(27,339)
Net cash (used in) provided by financing activities			(23,678)						(388,002)						2,463,245
Effect of exchange rate on cash, cash equivalents and restricted cash			(2,094)						(2,301)						3,031
Cash, cash equivalents and restricted cash:
Increase (decrease) in cash, cash equivalents and restricted cash			1,251,923						(955,317)						1,128,092
Balance, beginning of period			2,531,067						3,486,384						2,358,292
Balance, end of period			$	3,782,990					$	2,531,067					$	3,486,384

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Business

Organization

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

In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. 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. In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort. The Company also holds an approximately 97% interest in, and consolidates, Wynn Interactive Ltd. ("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

Macau Operations

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 468,000 square feet of casino space, 14 food and beverage outlets, approximately 37,000 square feet of meeting and convention space, approximately 107,000 square feet of retail space, public attractions including a performance lake and floral art displays, and recreation and leisure facilities.

Wynn Macau features two luxury hotel towers with a total of 1,010 guest rooms and suites, approximately 294,000 square feet of casino space, 14 food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 64,300 square feet of retail space, a performance lake, a rotunda show and recreation and leisure facilities.

On December 16, 2022, Wynn Resorts (Macau), S.A. ("Wynn Macau SA"), an indirect subsidiary of the Company, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

Las Vegas Operations

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately 194,000 square feet of casino space, 34 food and beverage outlets, approximately 513,000 square feet of meeting and convention space, approximately 174,000 square feet of retail space (the majority of which is owned and operated under a joint venture of which the Company owns 50.1%), as well as two theaters, two nightclubs and a beach club and recreation and leisure facilities.

Encore Boston Harbor

Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River, features a luxury hotel tower with a total of 671 guest rooms and suites, approximately 213,000 square feet of casino space, 16 food and beverage outlets, one nightclub, approximately 71,000 square feet of meeting and convention space, and approximately 9,000 square feet of retail space. Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.

On December 1, 2022, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction"). Upon closing of the EBH Transaction, the Company received cash proceeds of approximately $1.70 billion in exchange for the sale of such real estate assets, and concurrently entered into a lease agreement for the purpose of continuing to operate the Encore Boston Harbor integrated resort. For more information on the EBH Transaction, see Note 5, "Property and Equipment, net" and Note 15, "Leases."

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Wynn Interactive

Wynn Interactive's subsidiary operates the digital sports betting and casino gaming business known as WynnBET in Arizona, Colorado, Indiana, Louisiana, Michigan, New Jersey, New York, Tennessee, and Virginia. In addition, subject to all necessary legislative authorizations and regulatory approvals, Wynn Interactive’s subsidiary has secured market access in Illinois, Iowa, Ohio, Maryland, Massachusetts, Pennsylvania, and West Virginia.

Recent Developments Related to COVID-19

Macau Operations

Since the outbreak of COVID-19, visitation to Macau has fallen significantly, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing and mandatory quarantine, among other things, periods of mandatory closure of certain businesses and facilities, including gaming operations, and the suspension or reduced accessibility of transportation to and from Macau. Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated most COVID-19 related protective measures, and as of February 27, 2023, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, and testing requirements for inbound travelers from the PRC, Hong Kong, and Taiwan have been discontinued. Nevertheless, given the inherent uncertainty around the likelihood, extent, and timing of a potential reimposition of restrictions on the general public, travel, or certain activities, management is unable to reasonably predict whether such restrictions would impact the Company's properties in the future, or the extent such restrictions, if reimposed, would impact the Company's results of operations, cash flows, or financial condition.

Liquidity

As of December 31, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $3.65 billion, and had access to $837.0 million of available borrowing capacity from the WRF Revolver. As of December 31, 2022, the WM Cayman II Revolver was fully drawn. As a result of the negative impact the COVID-19 pandemic has had, and may continue to have, on our operating income, the Company has suspended its dividend program. Given the Company's liquidity position as of December 31, 2022, the Company believes it will be able to support continuing operations and respond to any potential reimposition of COVID-19 related restrictions on the general public, travel, or certain activities and their related economic disruptions.

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 18, "Retail Joint Venture." If the entity does not qualify for consolidation and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

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

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less and include both U.S. dollar-denominated and foreign currency-denominated securities. Cash equivalents are carried at cost,

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

which approximates fair value. Restricted cash consists of cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2022 includes an amount held in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations under the Gaming Concession Contract.

Accounts Receivable and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues credit in the form of "markers" to approved casino customers following investigations of creditworthiness.

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are recorded at amortized cost. Casino receivables primarily consist of credit issued to patrons in the form of markers. The Company issues credit based on factors such as level of play and financial resources, following background and credit checks. The casino credit extended by the Company is generally unsecured and due on demand.

An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts taking into consideration the amount owed, the age of the account, the customer's financial condition, management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

Inventories

Inventories consist of retail merchandise and food and beverage items, which are stated at the lower of cost or net realizable value, and certain operating supplies. Cost is determined by the first-in, first-out, weighted average and specific identification methods.

Property and Equipment

Purchases of property and equipment are stated at cost, and when placed into service, are depreciated over the estimated

useful lives of the assets using the straight-line method as follows:

			Estimated Useful Life in Years
Buildings and improvements			10 - 45
Land improvements			10 - 45
Furniture, fixtures and equipment			3 - 20
Leasehold interest in land			25
Airplanes			20

Costs related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in property charges and other.

Goodwill

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 an annual impairment test.

The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that this asset may be impaired. The Company’s test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the estimated fair value exceeds its carrying amount, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than its carrying amount, goodwill impairment is recorded equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.

Intangible Assets other than Goodwill

The Company's intangible assets other than goodwill consist primarily of finite-lived intangible assets, including its Macau gaming concession and Massachusetts gaming license. Finite-lived intangible assets are amortized over the shorter of their contractual terms or estimated useful lives. The Company's indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually.

Long-Lived Assets

Long-lived assets, which are to be held and used, including finite-lived intangible assets and property and equipment, are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

Leases

Lessee Arrangements

The Company is the lessee under non-cancelable real estate and equipment leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Finance and operating lease assets and liabilities are measured and recorded upon lease commencement at the present value of the future minimum lease payments. The Company combines lease and nonlease components in its determination of minimum lease payments, except for certain asset classes that have significant nonlease components. As the interest rate implicit in its leases is not readily determinable, the Company uses its incremental borrowing rate as the discount rate to determine the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating lease related to Encore Boston Harbor contains a renewal period at the Company’s option, which is not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. A lessee is required to classify a lease as a finance lease if, among other factors, (1) the term is for the major part of the remaining economic life of the underlying asset or 2) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the Company records depreciation of the lease asset on a straight-line basis over the shorter of the lease term or useful life of the lease asset, and the lease liability accretes interest using the discount rate determined at lease commencement.The Company does not record an asset or liability for leases with a term of less than one year. Variable lease costs generally arise from changes in an index, such as the consumer price index. Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities.

For sale-leaseback arrangements, such as the EBH Transaction, the Company is required to determine whether the transaction qualifies as a sale, which includes assessing whether a contract exists and if so, whether control has passed to the counterparty in the contract. Control indicators include, but are not limited to, whether the entity has a present right to payment for the asset, whether the customer has legal title to the asset, whether the entity has transferred physical possession of the asset, whether the customer has significant risks and rewards of ownership of the asset, and whether the customer has accepted the asset. If it is determined that a sale has occurred, the Company recognizes an operating or finance lease based on the factors outline in the preceding paragraph. A finance lease would preclude sale accounting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Lessor Arrangements

The Company is the lessor under non-cancelable operating leases for retail and food and beverage outlet space at its integrated resorts, which represents approximately 105,000, 60,000, 174,000, and 39,000 square feet of space at Wynn Palace, Wynn Macau, Wynn Las Vegas, and Encore Boston Harbor, respectively. The lease arrangements generally include minimum base rent and contingent rental clauses based on a percentage of net sales. Generally, the terms of the leases range between five and 10 years. The Company records revenue on a straight-line basis over the term of the lease, and recognizes revenue for contingent rentals when the contingency has been resolved. The Company has elected to combine lease and nonlease components for the purpose of measuring lease revenue.

Debt Issuance Costs

Direct and incremental costs and original issue discounts and premiums incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense using the effective interest method or, if the amounts approximate the effective interest method, on a straight-line basis. Debt issuance costs incurred in connection with the issuance of the Company's revolving credit facilities are presented in noncurrent assets on the Consolidated Balance Sheets. All other debt issuance costs are presented as a direct reduction of long-term debt on the Consolidated Balance Sheets. Approximately $29.4 million, $27.0 million, and $28.9 million was amortized to interest expense during the years ended December 31, 2022, 2021, and 2020, respectively.

Derivative Financial Instruments

The Company has an interest rate collar to manage interest rate exposure on its Retail Term Loan (as defined in Note 7, "Long-Term Debt"). The Company measures the fair value of the interest rate collar at each balance sheet date based on a Black-Scholes option pricing model, which incorporates observable market inputs such as market volatility and interest rates. The fair value of the interest rate collar is recognized as an asset or liability at each balance sheet date, with changes in fair value recorded in earnings as the Company's interest rate collar does not qualify for hedge accounting. The fair value approximates the amount the Company would pay if the interest rate collar was settled at the respective valuation date.

Revenue Recognition

The Company's revenue from contracts with customers primarily consists of casino wagers and sales of rooms, food and beverage, entertainment, retail and other goods and services.

Gross casino revenues are measured by the aggregate net difference between gaming wins and losses. The Company applies a practical expedient by accounting for its casino wagering transactions on a portfolio basis versus an individual basis as all wagers have similar characteristics. Commissions rebated to customers either directly or indirectly through games promoters and cash discounts and other cash incentives earned by customers are recorded as a reduction of casino revenues. In addition to the wager, casino transactions typically include performance obligations related to complimentary goods or services provided to incentivize future gaming or in exchange for points earned under the Company's loyalty programs.

For casino transactions that include complimentary goods or services provided by the Company to incentivize future gaming, the Company allocates the standalone selling price of each good or service to the appropriate revenue type based on the good or service provided. Complimentary goods or services that are provided under the Company's control and discretion and supplied by third parties are recorded as an operating expense.

The Company offers loyalty programs at each of its resorts. Customers earn points based on their level of table games and slots play, which can be redeemed for slots free play, gifts and complimentary goods or services provided by the Company. For casino transactions that include points earned under the Company's loyalty programs, the Company defers a portion of the revenue by recording the estimated standalone selling price of the earned points that are expected to be redeemed as a liability.

Upon redemption of the points for Company-owned goods or services, the standalone selling price of each good or service is allocated to the appropriate revenue type based on the good or service provided. Upon the redemption of points with third parties, the redemption amount is deducted from the liability and paid directly to the third party with any difference between the amount paid and the stand-alone selling price recorded as Entertainment, retail and other revenue in the accompanying Consolidated Statements of Operations.

After allocating amounts to the complimentary goods or services provided and to the points earned under the Company's loyalty programs, the residual amount is recorded as casino revenue when the wager is settled.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The transaction price for rooms, food and beverage, entertainment, retail and other transactions is the net amount collected from the customer for such goods and services and is recorded as revenue when the goods are provided, services are performed or events are held. Sales tax and other applicable taxes collected by the Company are excluded from revenues. Advance deposits on rooms and advance ticket sales are performance obligations that are recorded as customer deposits until services are provided to the customer. Revenues from contracts with multiple goods or services are allocated to each good or service based on its relative standalone selling price. As previously noted, Entertainment, retail and other revenue also includes lease revenue, which is recognized in accordance with the relevant accounting principles.

Gaming Taxes

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 Consolidated Statements of Operations. These taxes totaled $526.3 million, $830.4 million, and $527.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Advertising Costs

The cost of advertising is expensed as incurred, and totaled $148.6 million, $250.6 million, and $28.3 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Pre-opening Expenses

Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and are expensed as incurred. During the year ended December 31, 2022, the Company incurred pre-opening expenses primarily in connection with reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production, Awakening, which premiered in November 2022. During the year ended December 31, 2021, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations. During the year ended December 31, 2020, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations and the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020.

Income Taxes

The Company is subject to income taxes in the U.S. and foreign jurisdictions where it operates. Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.

The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Foreign Currency

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying Consolidated Statements of Operations. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive loss.

Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)

Comprehensive loss includes net loss and all other non-stockholder changes in equity or other comprehensive loss. Components of the Company's comprehensive loss are reported in the accompanying Consolidated Statements of Stockholders' Equity (Deficit) and Consolidated Statements of Comprehensive Loss.

Fair Value Measurements

The Company measures certain of its financial assets and liabilities, at fair value on a recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:

• Level 1** - Observable inputs such as quoted prices in active markets.

• Level 2** - Inputs other than quoted prices in active markets that are either directly or indirectly observable.

• Level 3** - Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting standards, which require the compensation cost relating to share-based payment transactions be recognized in the Company's Consolidated Statements of Operations. The cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company's stock on the grant date for nonvested share awards. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. Expected volatility is based on implied and historical factors related to the Company's common stock. The risk-free interest rate used for each period presented is based on the U.S. Treasury yield curve for stock options issued under the Wynn Resorts Omnibus Plan and Wynn Interactive Omnibus Plan (as defined and discussed in Note 12, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in Note 12, "Stock-Based Compensation"), both at the time of grant for the period equal to the expected term. Expected term represents the weighted average time between the option's grant date and its exercise date. The Company uses historical award exercise activity and termination activity in estimating the expected term for the Omnibus Plan and Share Option Plan. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award), and forfeitures are recognized as they occur. The Company's stock-based employee compensation arrangements are more fully discussed in Note 12, "Stock-Based Compensation."

Recently Issued Accounting Standards

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 standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 - Cash, Cash Equivalents and Restricted Cash

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

			December 31,
			2022						2021
Cash and cash equivalents:
Cash (1)			$	1,699,583					$	2,021,553
Cash equivalents (2)			1,950,857						500,977
Total cash and cash equivalents			3,650,440						2,522,530
Restricted cash (3)			132,550						8,537
Total cash, cash equivalents and restricted cash			$	3,782,990					$	2,531,067

(1) Cash consists of cash on hand and bank deposits.

(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 and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2022 includes $124.5 million in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations through the term of the Gaming Concession Contract.

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

			Year Ended December 31,
			2022						2021						2020
Cash paid for interest, net of amounts capitalized			$	618,395					$	581,650					$	463,458
Capitalized stock-based compensation			$	3,246					$	5,058					$	2,212
Cash paid for income taxes			$	5,290					$	1,749					$	1,433
Finance lease liabilities arising from obtaining finance lease assets			$	5,906					$	7,423					$	56,215
Liability settled with shares of common stock			$	9,287					$	6,272					$	6,720
Accounts and construction payables related to property and equipment			$	64,861					$	52,647					$	62,956
Other liabilities related to intangible assets			$	4,220					$	5,417					$	13,822
Financing costs included in accounts payable and other liabilities			$	—					$	290					$	3,116
Dividends payable on unvested restricted stock included in other accrued liabilities			$	229					$	1,846					$	3,564

Note 4 - Receivables, net

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

			December 31,
			2022						2021
Casino			$	171,893					$	199,030
Hotel			35,654						36,749
Other			87,328						75,003
			294,875						310,782
Less: allowance for credit losses			(78,842)						(111,319)
			$	216,033					$	199,463

As of December 31, 2022 and 2021, approximately 57.6% and 70.3%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 43.2% and 53.7% of gross casino receivables as of December 31, 2022 and 2021, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

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NOTES TO 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 period (in thousands):

			December 31,
			2022						2021
Balance at beginning of year			$	111,319					$	100,329
Provision for credit losses			(7,295)						29,487
Write-offs			(30,100)						(19,898)
Recoveries of receivables previously written-off			4,987						1,661
Effect of exchange rate			(69)						(260)
Balance at end of period			$	78,842					$	111,319

Note 5 - Property and Equipment, net

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

			December 31,
			2022						2021
Buildings and improvements			$	8,363,427					$	9,785,514
Land and improvements			1,195,717						1,278,010
Furniture, fixtures and equipment			3,165,659						3,067,793
Airplanes			110,623						110,623
Construction in progress			112,034						250,378
			12,947,460						14,492,318
Less: accumulated depreciation			(6,051,400)						(5,727,010)
			$	6,896,060					$	8,765,308

As of December 31, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties. As of December 31, 2021, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel.

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $652.1 million, $685.7 million, and $699.6 million, respectively.

Encore Boston Harbor Real Estate Sale

Upon closing of the EBH Transaction in December 2022, the Company received cash proceeds of approximately $1.70 billion in exchange for the sale of certain real estate assets associated with Encore Boston Harbor. In connection with the sale, the Company recognized a gain of $182.0 million in the fourth quarter of 2022.

Macau Operations Property Transfer Agreements

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the "Property Transfer Agreements") with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas and gaming equipment of the Company's Macau Operations to the Macau government without compensation on December 31, 2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the Gaming Concession Contract through December 31, 2032. In exchange for the use of such assets, Wynn Macau SA has agreed to make certain payments as outlined in Note 17, "Commitments and Contingencies." As the Company expects to continue to operate the casino areas and gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of these assets, and believes it will be awarded a new concession upon the expiration of the Gaming Concession Contract, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 - Goodwill and Intangible Assets, net

Goodwill and intangible assets, net consisted of the following (in thousands):

			December 31,
			2022						2021
Finite-lived intangible assets:
Macau gaming concession			$	48,304					$	42,300
Less: accumulated amortization			(48,304)						(41,114)
			—						1,186
Massachusetts gaming license			117,700						117,700
Less: accumulated amortization			(27,638)						(19,791)
			90,062						97,909
Other finite-lived intangible assets			65,194						76,317
Less: accumulated amortization			(8,920)						(5,969)
			56,274						70,348
Total finite-lived intangible assets			146,336						169,443
Indefinite-lived intangible assets:
Water rights and other			8,397						8,397
Total indefinite-lived intangible assets			8,397						8,397
Goodwill:
Balance at beginning of year			129,738						144,095
Foreign currency translation			(1,457)						(4,103)
Impairment			(37,761)						(10,254)
Balance end of period			90,520						129,738
Total goodwill and intangible assets, net			$	245,253					$	307,578

The Massachusetts gaming license is a finite-lived intangible asset that is being amortized over the 15 year life of the license. The Company expects that amortization of the Massachusetts gaming license will be $7.8 million each year from 2023 through 2033, and $3.7 million in 2034.

Other finite-lived intangible assets primarily consist of market access fees and gaming license fees. Market access fees relate to fees paid to gaming operators and other strategic partners that are approved or pending regulatory approval by a state's regulator to operate online casino wagering and online sports betting in certain jurisdictions. The Company amortizes market access fees over their stated contractual term, which is typically ten years. The Company expects that amortization of Other intangible assets will be $6.2 million in 2023, $4.9 million each year in 2024 and 2025, $4.1 million in 2026, $3.9 million in 2027, and $15.1 million thereafter.

During the year ended December 31, 2022, as a result of changes in forecasts and other industry-specific factors and management's decision to cease the operations of Betbull Limited ("BetBull"), a subsidiary of Wynn Interactive, the Company recognized impairment of goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively. On November 12, 2021, Wynn Resorts announced the termination of a previously announced agreement and plan of merger which contemplated the combination of Wynn Interactive and a special purpose acquisition company. The Company concluded that the termination of the agreement constituted a potential indicator of impairment, and as a result of revisiting its estimated fair

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

value of the reporting units comprising Wynn Interactive based on a combination of the income and market approaches, recognized goodwill impairment of $10.3 million during the year ended December 31, 2021. Impairment of goodwill and intangible assets is recorded in Property charges and other in the accompanying Consolidated Statements of Operations.

Note 7 - Long-Term Debt

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

			December 31,
			2022						2021
Macau Related:
WM Cayman II Revolver, due 2025 (1)			$	1,500,473					$	1,287,766
WML 4 7/8% Senior Notes, due 2024			600,000						600,000
WML 5 1/2% Senior Notes, due 2026			1,000,000						1,000,000
WML 5 1/2% Senior Notes, due 2027			750,000						750,000
WML 5 5/8% Senior Notes, due 2028			1,350,000						1,350,000
WML 5 1/8% Senior Notes, due 2029			1,000,000						1,000,000
U.S. and Corporate Related:
WRF Credit Facilities (2):
WRF Term Loan, due 2024			837,500						887,500
WLV 4 1/4% Senior Notes, due 2023			500,000						500,000
WLV 5 1/2% Senior Notes, due 2025			1,780,000						1,780,000
WLV 5 1/4% Senior Notes, due 2027			880,000						880,000
WRF 7 3/4% Senior Notes, due 2025			600,000						600,000
WRF 5 1/8% Senior Notes, due 2029			750,000						750,000
Retail Term Loan, due 2025 (3)			615,000						615,000
			12,162,973						12,000,266
Less: Unamortized debt issuance costs and original issue discounts and premium, net			(46,114)						(65,720)
			12,116,859						11,934,546
Less: Current portion of long-term debt			(547,543)						(50,000)
Total long-term debt, net of current portion			$	11,569,316					$	11,884,546

(1) The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis, subject to a floor on the interest rate margin of 2.625% per annum through June 30, 2023. Approximately $312.5 million and $1.19 billion of the WM Cayman II Revolver bears interest at a rate of LIBOR plus 2.875% per year and HIBOR plus 2.875% per year, respectively. As of December 31, 2022 and 2021, the weighted average interest rate was approximately 7.30% and 2.80%, respectively. As of December 31, 2022, the WM Cayman II Revolver was fully drawn.

(2) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75% per year. As of December 31, 2022 and 2021, the weighted average interest rate was 6.14% and 1.86%, respectively. Additionally, as of December 31, 2022, the available borrowing capacity under the WRF Revolver was $837.0 million, net of $13.0 million in outstanding letters of credit. The Company repaid $716.0 million of the outstanding borrowings under the WRF Revolver in February 2021.

(3) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70% per year. As of December 31, 2022 and 2021, the effective interest rate was 5.45% and 2.70%, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Macau Related Debt

WM Cayman II Revolver

On September 16, 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $1.50 billion equivalent revolving unsecured credit facility consisting of one tranche in an amount of $312.5 million and one tranche in an amount of HK$9.26 billion (approximately $1.19 billion) to WM Cayman II (the "WM Cayman II Revolver"). WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

The final maturity of all outstanding loans under the WM Cayman II Revolver is September 16, 2025, by which time any outstanding borrowings from the WM Cayman II Revolver must be repaid.

On May 5, 2022, WM Cayman II and its lenders agreed to waive certain financial covenants in the Facility Agreement under the WM Cayman II Revolver in respect of the relevant periods ending on the following applicable test dates: (a) June 30, 2022; (b) September 30, 2022; (c) December 31, 2022; and (d) March 31, 2023; and to provide for a floor on the interest rate margin of 2.625% per annum through June 30, 2023. WML, as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied through the Facility Agreement.

WML Senior Notes

During 2020, WML issued $1.00 billion of 5 1/2% Senior Notes due 2026 and $1.35 billion of 5 5/8% Senior Notes due 2028 (the "2026 and 2028 WML Senior Notes" and collectively with the WML 4 7/8% Senior Notes, due 2024, the WML 5 1/2% Senior Notes, due 2027, and the WML 5 1/8% Senior Notes, due 2029, the "WML Senior Notes"). The Company used the proceeds from the 2026 and 2028 WML Senior Notes to facilitate repayments on the Wynn Macau Credit Facilities and for general corporate purposes. The WML Senior Notes bear interest at each of their respective interest rates and interest is payable semi-annually. In connection with the issuance of the 2026 and 2028 WML Senior Notes, the Company paid fees and expenses totaling $20.7 million, which were recorded as debt issuance costs within the Consolidated Balance Sheets.

The WML Senior Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness, will rank senior to all of WML's future subordinated indebtedness, if any; will be effectively subordinated to all of WML's future secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations of WML's subsidiaries, including the WM Cayman II Revolver. The WML Senior Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act") and the WML Notes are subject to restrictions on transferability and resale.

The WML Senior Notes were issued pursuant to indentures between WML and Deutsche Bank Trust Company Americas, as trustee (the "WML Senior Notes Indentures"). The WML Senior Notes Indentures contain covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate with another company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The WML Senior Notes Indentures also contain customary events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency, all WML Senior Notes then outstanding will become due and payable immediately without further action or notice.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which each of the WML Senior Notes are issued, for a period of 10 consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the WML Senior Notes will have the right to require WML to repurchase all or any part of such holder’s WML Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the WML Senior Notes Indentures), it must offer to repurchase the WML Senior Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. and Corporate Related Debt

WRF Credit Facilities

During 2019, WRF entered into a credit agreement (the "WRF Credit Agreement") providing for a first lien term loan facility in an aggregate principal amount of $1.00 billion (the "WRF Term Loan") and a first lien revolving credit facility in an aggregate principal amount of $850.0 million (the "WRF Revolver" and together with the WRF Term Loan, the "WRF Credit Facilities"). WRF used the net proceeds from the WRF Term Loan and the 2029 WRF Senior Notes (as defined below) to refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses.

Subject to certain exceptions, the WRF Credit Facilities bear interest at LIBOR plus 1.75% per annum. The annual fee required to pay for unborrowed amounts under the WRF Revolver, if any, is 0.25% per annum. The Company is required to make quarterly repayments on the WRF Term Loan of $12.5 million, with any remaining principal amount outstanding repayable in full on September 20, 2024.

The WRF Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any direct or indirect subsidiaries, to incur and/or repay indebtedness, to make certain restricted payments, and to enter into mergers and acquisitions, negative pledges, liens, transactions with affiliates, and sales of assets. In addition, WRF is subject to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the WRF Credit Agreement. The Consolidated Senior Secured Net Leverage Ratio is not to exceed 3.75 to 1.00.

The WRF Credit Facilities are guaranteed by each of WRF's existing and future wholly owned domestic restricted subsidiaries (the "Guarantors"), subject to certain exceptions, and are secured by a first priority lien on substantially all of WRF's and each of the guarantors' existing and future property and assets, subject to certain exceptions, including a limitation on the amount of collateral granted by Wynn Las Vegas, LLC ("WLV") and its subsidiaries so as to not violate the indenture governing WLV's outstanding senior notes.

On April 10, 2020 and November 27, 2020, the WRF Credit Agreement was amended to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2022 and implement a financial covenant increase period (the "Financial Covenant Increase Period") commencing on the first day after the expiration of the Financial Covenant Relief Period and ending on the first day of the fourth fiscal quarter after the expiration of the Financial Covenant Relief Period, unless earlier terminated by WRF. During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant was replaced with a minimum liquidity financial covenant that required WRF and its restricted subsidiaries to maintain liquidity of at least $325.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in the WRF Credit Agreement, and the available borrowing capacity under the WRF Revolver). WRF terminated the Financial Covenant Relief Period during the first quarter of 2022. Following the termination of the Financial Covenant Relief Period, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed 3.75 to 1.00.

WRF Senior Notes

During 2020 and 2019, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company issued $600.0 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes") and $750.0 million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes"), respectively. The Company used the proceeds from the 2025 Senior Notes for general corporate purposes. WRF used the net proceeds from the 2029 WRF Senior Notes to refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses.

On February 16, 2023, the WRF Issuers issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes," and collectively with the 2025 WRF Senior Notes and 2029 Senior Notes, the "WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and the Trustee, in a private offering. The 2031 WRF Senior Notes were issued at par, for proceeds of $596.2 million, net of $3.8 million of related fees and expenses. Also on February 16, 2023, the WRF Issuers completed a cash tender offer for any and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid tenders with respect to $506.5 million and paid a tender premium of $12.4 million. The Company used a portion of the net proceeds from the offering of the 2031 WRF

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and expenses, and intends to use the remaining net proceeds for general corporate purposes.

The WRF Senior Notes were issued pursuant to indentures (the "WRF Indentures") among the WRF Issuers, the guarantors party thereto, and U.S. Bank National Association, as trustee (the "Trustee"). The WRF Senior Notes bear interest at each of their respective interest rates and interest is payable semi-annually.

The WRF Senior Notes are the WRF Issuers' senior unsecured obligations and rank pari passu in right of payment with the WLV Senior Notes (as defined below), and rank equally in right of payment with Wynn Las Vegas' guarantee of the WRF Credit Facilities, and rank senior in right of payment to all of the WRF Issuers' existing and future subordinated debt. The WRF Senior Notes are effectively subordinated in right of payment to all of the WRF Issuers' existing and future secured debt (to the extent of the value of the collateral securing such debt), and structurally subordinated to all of the liabilities of any of the WRF Issuers' subsidiaries that do not guarantee the WRF Senior Notes, including WML and its subsidiaries.

The WRF Senior Notes are jointly and severally guaranteed by each of WRF's existing domestic restricted subsidiaries that guarantee indebtedness under the WRF Credit Agreement, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees the WLV Senior Notes. The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such Guarantors' existing and future secured debt (to the extent of the collateral securing such debt).

The WRF Indentures contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or substantially all of the WRF Issuers' assets. These covenants are subject to exceptions and qualifications set forth in the WRF Indentures. The WRF Indentures also contain customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, certain events of bankruptcy and insolvency, and failure to pay certain judgments.

The WRF Senior Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The WRF Senior Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The WRF Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the WRF Senior Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

WLV Senior Notes

Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. ("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued $500.0 million 4 1/4% Senior Notes due 2023 (the "2023 WLV Senior Notes"), $1.80 billion 5 1/2% Senior Notes due 2025 (the “2025 WLV Senior Notes”), and $900.0 million 5 1/4% Senior Notes due 2027 (the 2027 WLV Senior Notes) pursuant to indentures, dated as of May 22, 2013 (the "2023 Indenture"), February 18, 2015 (the "2025 Indenture"), and May 11, 2017 (the "2027 Indenture"), respectively, among the Issuers, the Guarantors (as defined below) and the Trustee. The 2023 WLV Senior Notes, 2025 WLV Senior Notes, and 2027 WLV Senior Notes are collectively referred to as the "WLV Senior Notes." The 2023 Indenture, 2025 Indenture, and 2027 Indenture are collectively referred to as the "WLV Indentures."

The WLV Senior Notes are the WLV Issuers' senior unsecured obligations and each rank pari passu in right of payment. The WLV Senior Notes are unsecured, except by the first priority pledge by Wynn Las Vegas Holdings, LLC ("WLVH"), a direct wholly owned subsidiary of Wynn Resorts Finance, LLC, of its equity interests in Wynn Las Vegas, LLC. If Wynn Resorts receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the WLV Senior Notes will be released.

The WLV Senior Notes are jointly and severally guaranteed by all of the Issuers' subsidiaries, other than Capital Corp., which was a co-issuer. The guarantees are senior unsecured obligations of the guarantors and rank senior in right of payment to all of their existing and future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such guarantors' existing and future secured debt (to the extent of the collateral securing such debt).

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The WLV Indentures contain covenants limiting the WLV Issuers' and the guarantors' ability to create liens on assets to secure debt; enter into sale-leaseback transactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

Events of default under the WLV Indentures include, among others, the following: default for 30 days in the payment of interest when due on the WLV Senior Notes; default in payment of the principal or premium, if any, when due on the WLV Senior Notes; failure to comply with certain covenants in the WLV Indentures; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the WLV Issuers or any guarantor, all WLV Senior Notes then outstanding will become due and payable immediately without further action or notice.

In 2018, Wynn Resorts purchased $20.0 million principal amount of the 2025 WLV Senior Notes and 2027 WLV Senior Notes, respectively through open market purchases. As of December 31, 2022, Wynn Resorts holds this debt and has not contributed it to its wholly owned subsidiary, Wynn Las Vegas, LLC.

The WLV Issuers and certain of their subsidiaries will guarantee and secure their obligation under the WRF Credit Facilities with liens on substantially all of their assets, with such liens limiting the amount of such obligations secured to 15% of their total assets.

The WLV Senior Notes were offered pursuant to an exemption under the Securities Act only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The WLV Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the WLV Senior Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

Retail Term Loan

On July 25, 2018, and as amended on May 5, 2020, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, entered into a term loan agreement (as amended, the "Retail Term Loan Agreement").

The Retail Term Loan Agreement provides for a term loan facility to the Retail Borrowers of $615.0 million (the "Retail Term Loan"). The Retail Term Loan is secured by substantially all of the assets of the Retail Borrowers. The Retail Term Loan matures on July 24, 2025 and bears interest at a rate of LIBOR plus 1.70% per annum. In accordance with the Retail Term Loan Agreement, the Retail Borrowers entered into an interest rate collar agreement with a LIBOR floor of 1.00% and a ceiling of 3.75%. The Retail Borrowers distributed approximately $589 million of the net proceeds of the Retail Term Loan to their members on a proportionate basis to each member's ownership percentage. The Retail Borrowers may prepay the Retail Term Loan, in whole or in part, at any time with no premium above the principal amount.

The Retail Term Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants for debt facilities of this type, including, among other things, limitations on leasing matters, incurrence of indebtedness, distributions and transactions with affiliates. The Retail Term Loan Agreement also provides for customary sweeps of the Retail Borrowers' excess cash in the event of a default or in the event the Retail Borrowers fail to maintain certain financial ratios as defined in the Retail Term Loan Agreement. In addition, the Company will indemnify the lenders under the Retail Term Loan and be liable, in each case, for certain customary environmental and non-recourse carve out matters pursuant to a hazardous materials indemnity agreement and a recourse indemnity agreement, each entered into concurrently with the execution of the Retail Term Loan Agreement.

In accordance with the terms of the Retail Term Loan Agreement, the Retail Borrowers entered into a five year interest rate collar with a notional value of $615.0 million for a cash payment of $3.9 million in July 2018. The interest rate collar establishes a range whereby the Retail Borrowers will pay the counterparty if one-month LIBOR falls below the established floor rate of 1.00%, and the counterparty will pay the Retail Borrowers if one-month LIBOR exceeds the ceiling rate of 3.75%. The interest rate collar settles monthly through the termination date in August 2024. No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rate, respectively. The Company measures the fair value of the interest rate collar at each balance sheet date based on a Black-Scholes option pricing model, which incorporates observable market inputs such as market volatility and interest rates, with changes in fair value recorded in earnings. As of December 31, 2022, the fair value of the interest rate collar was an asset of $10.4 million, of

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

which $6.7 million was recorded in Prepaid expenses and other, and $3.7 million was recorded in Other assets in the accompanying Consolidated Balance Sheets. As of December 31, 2021, the fair value of the interest rate collar was a liability of $5.5 million, of which $3.9 million was recorded in Other accrued liabilities and $1.6 million was recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheets.

Debt Covenant Compliance

As of December 31, 2022, management believes the Company was in compliance with all debt covenants.

Scheduled Maturities of Long-Term Debt

Scheduled maturities of long-term debt as of December 31, 2022 were as follows (in thousands):

Years Ending December 31,
2023			$	550,000
2024			1,387,500
2025			4,495,473
2026			1,000,000
2027			1,630,000
Thereafter			3,100,000
			12,162,973
Unamortized debt issuance costs and original issue discounts and premium, net			(46,114)
			$	12,116,859

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of December 31, 2022 and 2021, was approximately $11.23 billion and $11.72 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $12.16 billion, and $12.00 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 8 - Stockholders' Equity (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. During the year ended December 31, 2022, the Company repurchased 2,956,331 shares of its common stock at average prices of $57.95 per share for an aggregate cost of $171.3 million under the equity repurchase program. Any shares repurchased pursuant to the equity repurchase program are held as treasury shares. During the year ended December 31, 2021, the Company did not repurchase any of its shares under the program. As of December 31, 2022, the Company had $628.8 million in repurchase authority remaining under the program.

Equity Offering

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $0.01 per share, at a price of $115.00 per share for proceeds of $841.9 million, net of $17.7 million in underwriting discounts and commissions. The Company used the net proceeds from this equity offering for general corporate purposes, including the repayment of debt.

Dividends

During the first quarter of 2020, the Company paid a cash dividend of $1.00 per share. On May 6, 2020, the Company announced that it had suspended its quarterly dividend program due to the financial impact of the COVID-19 pandemic.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the year ended December 31, 2020, the Company recorded $107.5 million as a reduction of retained earnings from cash dividends declared.

Noncontrolling Interests

Wynn Macau, Limited

In October 2009, WML, the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited through an initial public offering. The Company currently owns approximately 72% of this subsidiary's common stock. The shares of WML were not and will not be registered under the Securities Act and may not be offered or sold in the United States absent a registration under the Securities Act, or an applicable exception from such registration requirements.

The WML board of directors concluded not to recommend the payment of a dividend with respect to the years ended December 31, 2022, 2021, and 2020 due to the financial impact of the COVID-19 pandemic. As such, WML paid no dividends during 2022, 2021, and 2020.

Retail Joint Venture

During the years ended December 31, 2022, 2021 and 2020, the Retail Joint Venture made aggregate distributions of $27.7 million, $18.8 million and $6.2 million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 18, "Retail Joint Venture."

During the year ended December 31, 2022, in exchange for cash consideration of $50.0 million, the Company sold to Crown Acquisitions Inc. a 49.9% interest in certain additional retail space contributed by the Company to the Retail Joint Venture. In connection with this transaction, the Company recorded $48.6 million of additional paid-in capital and $1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Consolidated Statement of Stockholders' Deficit for the year ended December 31, 2022.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 9 - Fair Value Measurements

The following tables present assets and liabilities carried at fair value (in thousands):

									Fair Value Measurements Using:
			December 31, 2022						Quoted Market Prices in Active Markets (Level 1)						Other Observable Inputs (Level 2)						Unobservable Inputs (Level 3)
Assets:
Cash equivalents			$	1,950,857					$	490,683					$	1,460,174					$	—
Restricted cash			$	132,550					$	6,891					$	125,659					$	—
Interest rate collar			$	10,408					$	—					$	10,408					$	—
									Fair Value Measurements Using:
			December 31, 2021						Quoted Market Prices in Active Markets (Level 1)						Other Observable Inputs (Level 2)						Unobservable Inputs (Level 3)
Assets:
Cash equivalents			$	500,977					$	—					$	500,977					$	—
Restricted cash			$	8,537					$	6,950					$	1,587					$	—
Liabilities:
Interest rate collar			$	5,548					$	—					$	5,548					$	—

Note 10 - Benefit Plans

Defined Contribution Plans

The Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S. non-union employees in July 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income on a pre-tax basis through contributions to this plan. The Company matches 50% of employee contributions, up to 6% of employees' eligible compensation. During the year ended December 31, 2022, 2021 and 2020, the Company recorded matching contribution expenses of $8.7 million, $8.0 million, and no contributions, respectively.

Wynn Macau SA also operates a defined contribution retirement benefit plan (the "Wynn Macau Plan"). Eligible employees are allowed to contribute 5% of their base salary to the Wynn Macau Plan and the Company matches any contributions. On July 1, 2019, the Company offered the option for the eligible Macau resident employees to join the non-mandatory central provident fund (the "CPF") system. Eligible Macau resident employees joining the Company from July 1, 2019 onwards have the option of enrolling in the CPF system while the Company's existing Macau resident employees who are currently members of the Wynn Macau Plan will be provided with the option of joining the CPF system or staying in the existing Wynn Macau Plan, which will continue to be in effect in parallel. The CPF system allows eligible employees to contribute 5% or more of their base salary to the CPF while the Company matches with a 5% of such salary as employer's contribution to the CPF. The Company's matching contributions vest to the employee at 10% per year with full vesting in ten years. The assets of the Wynn Macau Plan and the CPF are held separately from those of the Company in independently administered funds and overseen by the Macau government. Forfeitures of unvested contributions are used to reduce the Company's liability for its contributions payable. During the years ended December 31, 2022, 2021 and 2020, the Company recorded matching contribution expenses of $17.0 million, $17.2 million, and $19.5 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Multi-Employer Pension Plan

Wynn Las Vegas, LLC contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the collective-bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165, which expires July 31, 2023. The term of the collective-bargaining agreement was extended through Memoranda of Agreement that the Company and the Culinary and Bartenders' Unions entered into in April 2020 and January 2021, respectively. The legal name of the multi-employer pension plan is the Southern Nevada Culinary and Bartenders Pension Plan (the "Plan") (EIN: 88-6016617 Plan Number: 1). The Company recorded expenses of $13.5 million, $9.8 million, and $7.0 million for contributions to the Plan for the years ended December 31, 2022, 2021 and 2020, respectively. For the 2021 plan year, the most recent for which plan data is available, the Company's contributions were identified by the Plan to exceed 5% of total contributions for that year. Based on information the Company received from the Plan, it was certified to be in neither endangered nor critical status for the 2021 plan year. Risks of participating in a multi-employer plan differ from single-employer plans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and (4) if the plan is terminated by withdrawal of all employers and if the value of the nonforfeitable benefits exceeds plan assets and withdrawal liability payments, employers are required by law to make up the insufficient difference.

Note 11 - Customer Contract Liabilities

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

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

			December 31, 2022						December 31, 2021						Increase/ (Decrease)						December 31, 2021						December 31, 2020						Increase/ (Decrease)
Casino outstanding chips and front money deposits (1)			$	390,531					$	352,830					$	37,701					$	352,830					$	596,463					$	(243,633)
Advance room deposits and ticket sales (2)			85,019						55,438						29,581						55,438						29,224						26,214
Other gaming-related liabilities (3)			31,265						26,515						4,750						26,515						7,882						18,633
Loyalty program and related liabilities (4)			35,083						34,695						388						34,695						22,736						11,959
			$	541,898					$	469,478					$	72,420					$	469,478					$	656,305					$	(186,827)

(1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year.

(3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Consolidated Balance Sheets.

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12 - Stock-Based Compensation

The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections describe each of these plans.

Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan")

On May 16, 2014, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants. The Company reserved 4,409,390 shares of its common stock for issuance under the WRL Omnibus Plan. On June 25, 2020, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 1,500,000 shares, for an aggregate number of shares authorized for issuance to 5,909,390 shares.

As of December 31, 2022, the Company had an aggregate of 2,322,022 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan.

Wynn Macau, Limited Share Option and Share Award Plans

The Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts' share plan and are not available for issuance for any awards under the Wynn Resorts share plan.

WML Share Option Plan ("WML Share Option Plan")

WML adopted the WML Share Option Plan for the grant of stock options to purchase shares of WML to eligible directors and employees of WML and its subsidiaries. The WML Share Option Plan is administered by WML's Board of Directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits.

The WML Share Option Plan was adopted for a period of 10 years commencing from May 30, 2019. The maximum number of shares which may be issued pursuant to the WML Share Option Plan is 519,695,860 shares. As of December 31, 2022, there were 496,951,860 shares available for issuance under the WML Share Option Plan.

WML Employee Share Ownership Scheme (the "WML Share Award Plan")

On June 30, 2014, WML adopted the WML Share Award Plan. The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible employees. The WML Share Award Plan has been mandated under the plan to allot, issue and process the transfer of a maximum of 75,000,000 shares. As of December 31, 2022, there were 16,196,672 shares available for issuance under the WML Share Award Plan.

Wynn Interactive Ltd. 2020 Omnibus Incentive Plan (the "WIL Omnibus Plan")

On October 23, 2020, the Wynn Interactive board of directors adopted the WIL Omnibus Plan. The WIL Omnibus Plan, which is administered by the Wynn Interactive board of directors, allows for an aggregate number of shares totaling 101,419 for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants. As of December 31, 2022, there were 9,171 shares available to grant under the WIL Omnibus Plan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock Options

The summary of stock option activity for the year ended December 31, 2022 is presented below:

			Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual Term (in years)						Aggregate Intrinsic Value
WRL Omnibus Plan
Outstanding as of January 1, 2022			23,700						$	80.42
Granted			42,569						$	58.85
Exercised			—						$	—
Forfeited or expired			(10,000)						$	97.10
Outstanding as of December 31, 2022			56,269						$	61.14					2.47						$	1,200,294
Fully vested and expected to vest as of December 31, 2022			56,269						$	61.14					2.47						$	1,200,294
Exercisable as of December 31, 2022			56,269						$	61.14					2.47						$	1,200,294
WML Share Option Plan
Outstanding as of January 1, 2022			28,523,400						$	1.87
Granted			4,784,000						$	0.60
Exercised			—						$	—
Forfeited or expired			(304,000)						$	2.44
Outstanding as of December 31, 2022			33,003,400						$	1.68					7.20						$	4,517,675
Fully vested and expected to vest as of December 31, 2022			33,003,400						$	1.68					7.20						$	4,517,675
Exercisable as of December 31, 2022			14,549,600						$	2.19					5.51						$	413,900
WIL Omnibus Plan
Outstanding as of January 1, 2022			90,634						$	1,143.48
Granted			37,812						$	78.17
Exercised			(4,356)						$	760.79
Forfeited or expired			(44,207)						$	747.45
Outstanding as of December 31, 2022			79,883						$	878.27					8.10						$	—
Fully vested and expected to vest as of December 31, 2022			79,883						$	878.27					8.10						$	—
Exercisable as of December 31, 2022			54,971						$	1,192.96					7.99						$	—

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is provided for stock options under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):

			Year Ended December 31,
			2022						2021						2020
WRL Omnibus Plan (1)
Weighted average grant date fair value			$	18.56					$	—					$	—
WML Share Option Plan (2)
Weighted average grant date fair value			$	0.26					$	0.26					$	0.54
Intrinsic value of stock options exercised			$	—					$	—					$	57
Cash received from the exercise of stock options			$	—					$	—					$	70
WIL Omnibus Plan (3)
Weighted average grant date fair value			$	35.36					$	159.51					$	146.97
Intrinsic value of stock options exercised			$	1,241					$	—					$	—

(1) As of December 31, 2022, there was no unamortized compensation expense related to stock options.

(2) As of December 31, 2022, there was $5.9 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.40 years.

(3) As of December 31, 2022, there was $4.0 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.88 years.

Option Valuation Inputs

The fair value of stock options granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumption:

			Year Ended December 31,
			2022						2021						2020
Expected dividend yield			—		%				—		%				—		%
Expected volatility			56.9		%				—		%				—		%
Risk-free interest rate			2.7		%				—		%				—		%
Expected term (years)			1.8						—						—

The fair value of stock options granted under WML's Share Option Plan was estimated on the date of grant using the following weighted average assumptions:

			Year Ended December 31,
			2022						2021						2020
Expected dividend yield			1.3		%				2.9		%				4.7		%
Expected volatility			45.7		%				46.4		%				42.6		%
Risk-free interest rate			3.2		%				1.1		%				1.0		%
Expected term (years)			6.5						6.5						6.5

The fair value of stock options granted under the WIL Omnibus Plan was estimated on the date of grant using the following weighted average assumptions:

			Year Ended December 31,
			2022						2021						2020
Expected dividend yield			—		%				—		%				—		%
Expected volatility			47.5		%				50.0		%				50.0		%
Risk-free interest rate			2.93		%				0.60		%				0.61		%
Expected term (years)			5.1						6.3						6.5

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Nonvested and performance nonvested shares

The summary of nonvested and performance nonvested share activity under the Company's stock-based compensation plans for the year ended December 31, 2022 is presented below:

			Shares						Weighted Average Grant Date Fair Value
WRL Omnibus Plan
Nonvested as of January 1, 2022			901,628						$	118.09
Granted			692,234						$	62.34
Vested			(639,870)						$	91.37
Forfeited			(115,521)						$	115.97
Nonvested as of December 31, 2022			838,471						$	93.18
WML Share Award Plan
Nonvested as of January 1, 2022			10,024,737						$	2.06
Granted			31,745,495						$	0.62
Vested			(18,604,189)						$	0.91
Forfeited			(2,847,597)						$	1.28
Nonvested as of December 31, 2022			20,318,446						$	0.97
WIL Omnibus Plan
Nonvested as of January 1, 2022			4,040						$	3,150.00
Granted			16,669						$	449.92
Vested			(3,899)						$	508.97
Forfeited			(5,924)						$	1,361.38
Nonvested as of December 31, 2022			10,886						$	37.20

Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions. Generally, these awards vest if certain fair share metrics (as approved by the Company's Compensation Committee of the Board of Directors) are attained over a one-, two-, or three-year performance period. The Company records expense for these awards if it determines that vesting is probable. At December 31, 2022, all performance nonvested awards were deemed to be probable of vesting; however, none of the performance criteria contingencies have been resolved. The activity for these performance nonvested shares is included in the table above.

The following is provided for the share awards under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):

			Year Ended December 31,
			2022						2021						2020
WRL Omnibus Plan
Weighted average grant date fair value			$	62.34					$	108.68					$	99.21
Fair value of shares vested			$	52,965					$	41,133					$	34,068
WML Share Award Plan
Weighted average grant date fair value			$	0.62					$	1.56					$	1.86
Fair value of shares vested			$	20,547					$	4,771					$	8,371

As of December 31, 2022, there was $40.1 million of unamortized compensation expense related to nonvested shares, which is expected to be recognized over a weighted average period of 2.09 years under the WRL Omnibus Plan. As of December 31, 2022, there was $11.1 million of unamortized compensation expense, which is expected to be recognized over a weighted average period of 2.96 years under the WML Share Award Plan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Annual Incentive Bonus

Certain members of the Company's management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of $6.6 million, $9.3 million and $5.7 million for each of the years ended December 31, 2022, 2021 and 2020, respectively. The Company settled its obligations for the 2022, 2021, and 2020 annual incentive bonuses by issuing 67,320, 108,224, and 58,058 of vested shares with a weighted-average grant date fair value of $98.61, $85.80, and $108.03, in January of the respective following year.

Compensation Cost

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

			Year Ended December 31,
			2022						2021						2020
Casino (1)			$	12,401					$	13,899					$	8,538
Rooms			1,252						1,525						1,618
Food and beverage			2,417						3,264						3,189
Entertainment, retail and other (2)			10,964						19,978						432
General and administrative			40,593						56,572						48,477
Total stock-based compensation expense			67,627						95,238						62,254
Total stock-based compensation capitalized			3,246						5,058						2,212
Total stock-based compensation costs			$	70,873					$	100,296					$	64,466

(1) In 2020, reflects the reversal of $3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

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

During the years ended December 31, 2022, 2021 and 2020, the Company recognized income tax benefits in the Consolidated Statements of Operations of $9.3 million, $14.9 million, and $9.3 million, respectively, related to stock-based compensation expense. Additionally, during the years ended December 31, 2022, 2021, and 2020, the Company realized tax benefits of $8.9 million, $8.0 million, and $3.7 million, respectively, related to stock option exercises and restricted stock vesting that occurred in those years.

Note 13 - Income Taxes

Consolidated income (loss) before taxes for United States ("U.S.") and foreign operations consisted of the following (in thousands):

			Year Ended December 31,
			2022						2021						2020
United States			$	339,513					$	(264,323)					$	(821,012)
Foreign			(1,039,549)						(747,193)						(941,263)
Total			$	(700,036)					$	(1,011,516)					$	(1,762,275)

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The income tax provision (benefit) attributable to income before income taxes is as follows (in thousands):

			December 31,
			2022						2021						2020
Current
U.S. Federal			$	825					$	—					$	(2)
U.S. State			2,882						—						309
Foreign			2,510						2,746						1,879
Total			6,217						2,746						2,186
Deferred
U.S. Federal			1,450						(176)						563,658
U.S. State			1,674						(20)						(1,095)
Foreign			(9)						(2,076)						(78)
Total			3,115						(2,272)						562,485
Total income tax provision (benefit)			$	9,332					$	474					$	564,671

The reconciliation of the U.S. federal statutory tax rate to the actual tax rate is as follows:

			December 31,
			2022						2021						2020
U.S. Federal statutory rate			21.0		%				21.0		%				21.0		%
State tax			0.3		%				1.6		%				—		%
Foreign tax credits, net of valuation allowance			12.5		%				0.7		%				(31.8)		%
Non-taxable foreign income			(5.7)		%				(3.0)		%				(2.2)		%
Foreign tax rate differential			(17.0)		%				(9.4)		%				(5.3)		%
Valuation allowance, other			(3.1)		%				(6.8)		%				(11.1)		%
Other, net			(9.3)		%				(4.1)		%				(2.6)		%
Effective income tax rate			(1.3)		%				—		%				(32.0)		%

Wynn Macau SA received a five year exemption from Macau's 12% Complementary Tax on casino gaming profits through December 31, 2020. In April 2020, Wynn Macau SA received an extension of the exemption from Macau's 12% Complementary Tax on casino gaming profits earned from January 1, 2021 to June 26, 2022. In September 2022, Wynn Macau SA received an extension of the exemption from the Complementary Tax on casino gaming profits through December 31, 2022. In December 2022, the Wynn Macau SA applied for an exemption from Complementary Tax on casino gaming profits commencing January 1, 2023. The application is subject to approval.

For the years ended December 31, 2022 and 2021, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

Wynn Macau SA also entered into an agreement with the Macau government that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA on dividend distributions through 2020. In March 2021, the Company received an extension of its Macau dividend tax agreement, providing for a payment of MOP 12.8 million (approximately $1.6 million) for 2021 and MOP 6.3 million (approximately $0.8 million) for the period ending June 26, 2022. In December 2022, Wynn Macau SA applied for an extension of this agreement from June 27, 2022 through December 31, 2022, the date Concession Extension Agreement expired. The extension is subject to approval. As a result of the stockholder dividend tax agreements, income tax expense includes $1.6 million for each of the years ended December 31, 2022, 2021, and 2020.

The Macau special gaming tax is 35% of gross gaming revenue. U.S. tax laws only allow a foreign tax credit ("FTC") up to 21% of foreign source income. In February 2010, the Company and the IRS entered into a Pre-Filing Agreement ("PFA") providing that the Macau special gaming tax qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. FTC.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied. During the years ended December 31, 2022 and 2021, the aggregate valuation allowance for deferred tax assets decreased $64.1 million and $485.4 million, respectively. The 2022 decrease is primarily related to utilization of FTCs and expiration of NOL carryforwards. The 2021 decrease is primarily related to the expiration of FTCs.

The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrued dividends of $0.7 million, $1.9 million, and $1.2 million for the years ended December 31, 2022, 2021, and 2020, respectively, in excess of the amounts reported for such items as compensation costs under accounting standards related to stock-based compensation.

The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (in thousands):

			December 31,
			2022						2021
Deferred tax assets—U.S.:
Foreign tax credit carryforwards			$	1,917,822					$	2,000,145
Disallowed interest expense carryforward			164,676						154,530
Net operating loss carryforward			107,407						89,665
Lease liability			366,519						22,021
Property and Equipment			15,220						28,710
Receivables, inventories, accrued liabilities and other			16,610						21,714
Stock-based compensation			8,332						12,488
Other tax credit carryforwards			11,289						10,784
Intangibles and related other			25,423						28,038
Other			5,849						553
			2,639,147						2,368,648
Less: valuation allowance			(2,253,912)						(2,329,495)
			385,235						39,153
Deferred tax liabilities—U.S.:
Leased asset			(366,519)						(22,021)
Prepaid insurance, maintenance and taxes			(14,138)						(14,271)
Property and equipment			(194)						(1,217)
Other			(7,612)						(1,749)
			(388,463)						(39,258)
Deferred tax assets—Foreign:
Net operating loss carryforwards			109,114						99,873
Property and equipment			74,439						69,166
Pre-opening expenses			—						1,536
Other			3,688						6,060
			187,241						176,635
Less: valuation allowance			(183,290)						(171,768)
			3,951						4,867
Deferred tax liabilities—Foreign:
Property and equipment			(2,628)						(3,352)
Intangibles			—						(77)
			(2,628)						(3,429)
Net deferred tax asset (liability)			$	(1,905)					$	1,333

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2022, the Company had FTC carryforwards (net of uncertain tax positions) of $1.9 billion. Of this amount, $673.7 million will expire in 2023, $710.7 million in 2024, $47.2 million in 2025 and $486.2 million in 2027. The Company has a disallowed interest carryforward of $719.2 million which does not expire. As of December 31, 2022, the Company had U.S. federal tax loss carryforwards of $417.3 million. As of December 31, 2021, the Company had U.S. federal and state tax loss carryforwards of $343.1 million and $74.4 million, respectively. U.S. federal tax loss carryforwards do not expire. The Company incurred foreign tax losses of $424.2 million, $394.1 million and $378.6 million during the tax years ended December 31, 2022, 2021 and 2020, respectively. The majority of foreign tax loss carryforwards expire in 2025, 2024 and 2023, respectively.

The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies. The Company relied solely on the reversal of net taxable temporary differences in assessing the need for a valuation allowance in the years ended December 31, 2022 and 2021.

As of December 31, 2022 and 2021, the Company had valuation allowances provided on its deferred tax assets as follows (in thousands):

			December 31,
			2022						2021
Foreign tax credits			$	1,912,955					$	2,000,145
Disallowed interest expense carryforwards			157,990						154,530
Intangible assets			27,164						29,081
U.S. loss carryforwards			107,407						89,665
Other U.S. deferred tax assets			48,396						56,073
Foreign loss carryforwards			109,283						99,971
Other foreign deferred tax assets			74,007						71,798
Total			$	2,437,202					$	2,501,263

The Company had the following activity for unrecognized tax benefits as follows (in thousands):

			December 31,
			2022						2021						2020
Balance at beginning of period			$	141,515					$	107,661					$	104,295
Increases based on tax positions of the current year			12,068						14,079						7,061
Increases based on tax positions of prior years			—						66,043						—
Reductions based on tax positions of prior years			(2,637)						(35,633)						—
Reductions due to lapse in statutes of limitations			(14,967)						(10,635)						(3,695)
Balance at end of period			$	135,979					$	141,515					$	107,661

As of December 31, 2022, 2021 and 2020, unrecognized tax benefits of $135.9 million, $141.5 million and $107.7 million, respectively, were recorded as reductions in deferred income taxes, net. The Company had no unrecognized tax benefits recorded in other long-term liabilities as of December 31, 2022, 2021 and 2020.

As of December 31, 2022, 2021 and 2020, $69.0 million, $74.3 million and $40.2 million, respectively, of unrecognized tax benefits would, if recognized, impact the effective tax rate.

The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. During each of the years ended December 31, 2022, 2021 and 2020, the Company recognized no interest and penalties.

The Company anticipates that the 2018 statute of limitations will expire in the next 12 months for certain foreign tax jurisdictions. Also, the Company's unrecognized tax benefits include certain income tax accounting methods, which govern the

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

timing and deductibility of income tax deductions. As a result, the Company's unrecognized tax benefits could decrease up to $4.3 million over the next 12 months.

The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company's income tax returns are subject to examination by the IRS and other tax authorities in the locations where it operates. The Company's 2002 to 2018 domestic income tax returns remain subject to examination by the IRS to the extent tax attributes carryforward to future years. The Company's 2019 to 2021 domestic income tax returns also remain subject to examination by the IRS. The Company's 2018 to 2021 Macau income tax returns remain subject to examination by the Financial Services Bureau.

The Company has participated in the IRS Compliance Assurance Program ("CAP") for the 2012 through 2022 tax years and will continue to participate in the IRS CAP for the 2023 tax year.

On December 31, 2020, 2021 and 2022, the statute of limitations for the 2015, 2016, and 2017 Macau Complementary tax return expired, respectively. As a result of the expiration of the statute of limitations for the Macau Complementary Tax return, the total amount of unrecognized tax benefits decreased by $3.7 million, $10.6 million, and $15.0 million, respectively.

Note 14 - 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 year. Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive. 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):

			Year Ended December 31,
			2022						2021						2020
Numerator:
Net loss attributable to Wynn Resorts, Limited			$	(423,856)					$	(755,786)					$	(2,067,245)
Denominator:
Weighted average common shares outstanding			113,623						113,760						106,745
Potential dilutive effect of stock options, nonvested, and performance nonvested shares			—						—						—
Weighted average common and common equivalent shares outstanding			113,623						113,760						106,745
Net loss attributable to Wynn Resorts, Limited per common share, basic			$	(3.73)					$	(6.64)					$	(19.37)
Net loss attributable to Wynn Resorts, Limited per common share, diluted			$	(3.73)					$	(6.64)					$	(19.37)
Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share			895						925						1,044

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Leases

Lessee Arrangements

The following table summarizes the balance sheet classification of the Company's lease assets and liabilities (in thousands):

									December 31,
			Balance Sheet Classification						2022						2021
Assets
Operating leases			Operating lease assets						$	1,853,164					$	371,365
Finance leases			Property and equipment, net						$	52,848					$	64,646
Current liabilities
Operating leases			Other accrued liabilities						$	9,905					$	10,881
Finance leases			Other accrued liabilities						$	18,416					$	16,041
Non-current liabilities
Operating leases			Long-term operating lease liabilities						$	1,615,157					$	115,187
Finance leases			Other long-term liabilities						$	29,407					$	44,018

The following tables disclose the components of the Company's lease cost, supplemental cash flow disclosures, and other information regarding the Company's lease arrangements (in thousands):

			Year Ended December 31,
			2022						2021						2020
Lease cost:
Operating lease cost			$	18,321					$	22,878					$	29,574
Triple-net operating lease cost related to Encore Boston Harbor			11,773						—						—
Short-term lease cost			21,060						16,224						11,363
Amortization of leasehold interests in land			13,728						13,862						13,885
Variable lease cost			1,081						911						194
Finance lease interest cost			2,131						2,216						1,604
Total lease cost			$	68,094					$	56,091					$	56,620

			Year Ended December 31,
			2022						2021						2020
Supplemental cash flow disclosures:
Operating lease liabilities arising from obtaining operating lease assets			$	1,519,628					$	3,761					$	11,625
Finance lease liabilities arising from obtaining finance lease assets			$	5,906					$	7,423					$	56,215
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities - Operating leases			$	26,094					$	21,404					$	28,873
Cash used in financing activities - Finance leases			$	18,188					$	15,658					$	5,916

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2022						2021						2020
Other information:
Weighted-average remaining lease term - Operating leases			31.1 years						46.5 years						43.9 years
Weighted-average remaining lease term - Finance leases			16.0 years						14.0 years						13.6 years
Weighted-average discount rate - Operating leases			8.0		%				6.6		%				6.5		%
Weighted-average discount rate - Finance leases			5.0		%				4.7		%				4.5		%

The following table presents an analysis of lease liability maturities as of December 31, 2022 (in thousands):

Year Ending December 31,						Operating Leases						Finance Leases
2023						$	136,924					$	19,913
2024						136,243						12,505
2025						136,457						1,788
2026						136,788						1,457
2027						138,849						1,132
Thereafter						3,946,778						62,784
Total undiscounted cash flows						$	4,632,039					$	99,579
Present value
Short-term lease liabilities						$	9,905					$	18,416
Long-term lease liabilities						1,615,157						29,407
Total lease liabilities						$	1,625,062					$	47,823
Interest on lease liabilities						$	3,006,977					$	51,756

Encore Boston Harbor Lease

The Company leases the real estate assets of Encore Boston Harbor pursuant to a triple-net operating lease agreement with an initial term of 30 years from December 2022 to November 2052, which may be renewed for one additional thirty-year term. The lease has an initial base rent of $100 million, which increases at a fixed rate of 1.75% for the first ten years and the greater of 1.75% or change in consumer price index, subject to a cap of 2.5%, for the remaining term of the lease. In addition, certain fixed payments in lieu of taxes ("PILOT") made on behalf of the lessor are included in lease payments for the purpose of measuring the associated operating lease assets and liabilities.

The lease payments, inclusive of PILOT payments, are $120.1 million in 2023, $123.7 million in 2024, $126.1 million in 2025, $128.5 million in 2026, $130.9 million in 2027, and $3.56 billion thereafter. At December 31, 2022, the total liability associated with the lease was $1.51 billion.

Ground Leases

Undeveloped Land - Las Vegas

The Company leases approximately 16 acres of undeveloped land on Las Vegas Boulevard directly across from Wynn Las Vegas in Las Vegas, Nevada, pursuant to a lease agreement which expires in 2097. The ground lease payments, which increase at a fixed rate over the term of the lease, are $3.9 million in 2023, $4.0 million per year from 2024 to 2027 and total payments of $351.8 million thereafter. As of December 31, 2022 and 2021, the liability associated with this lease was $64.3 million and $63.7 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

At December 31, 2022 and 2021, operating lease assets included approximately $83.6 million and $84.7 million, respectively, related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018. The Company expects that the amortization of this amount will be $1.1 million each year from 2023 through 2096 and $0.7 million in 2097.

Macau Land Concessions

Wynn Palace and Wynn Macau were built on land that is leased under Macau land concession contracts each with terms of 25 years from May 2012 and August 2004, respectively, which may be renewed with government approval for successive 10-year periods in accordance with Macau legislation. The land concession payments are expected to be $1.6 million per year through 2027 and total payments of $10.8 million thereafter through 2037. At December 31, 2022 and 2021, the total liability associated with these leases was $13.6 million and $14.5 million, respectively.

At December 31, 2022 and 2021, operating lease assets included $154.1 million and $166.7 million of leasehold interests in land related to the Wynn Palace and Wynn Macau land concessions. The Company expects that the amortization associated with these leasehold interests will be approximately $12.5 million per year from 2023 through 2028 and approximately $9.4 million per year thereafter through 2037.

Lessor Arrangements

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

			Year Ended December 31,
			2022						2021						2020
Minimum rental income (1)			$	126,226					$	104,860					$	77,946
Contingent rental income			62,586						97,521						56,889
Total rental income			$	188,812					$	202,381					$	134,835

(1) For the year ended December 31, 2020, reflects the impact of rent concessions provided to tenants.

The following table presents the future minimum rentals to be received under operating leases (in thousands):

Year Ending December 31,			Operating Leases
2023			$	120,786
2024			112,913
2025			99,296
2026			65,694
2027			47,228
Thereafter			50,370
Total future minimum rentals			$	496,287

Note 16 - Related Party Transactions

Home Purchase

In 2022, Linda Chen, President and Executive Director of Wynn Macau SA exercised an option to purchase a home provided by the Company for her use for no consideration, as provided by the terms of her employment agreement. Based on a third-party appraisal as of the date of option exercise, the estimated fair value of the home was $6.4 million. The home purchase closed during the third quarter of 2022.

Cooperation Agreement

On August 3, 2018, the Company entered into a Cooperation Agreement (the "Cooperation Agreement") with Elaine P. Wynn regarding the composition of the Company's Board of Directors and certain other matters, including, among other things, the appointment of Mr. Philip G. Satre to the Company's Board of Directors, standstill restrictions, releases, non-disparagement,

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

reimbursement of expenses and the grant of certain complimentary privileges. The term of the Cooperation Agreement expires on the date that Mr. Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement.

Amounts Due to Officers, Directors and Former Directors

The Company periodically provides services to certain executive officers, directors or former directors of the Company, including the personal use of employees, construction work and other personal services, for which the officers, directors or former directors reimburse the Company. The Company requires prepayment for any such services, which amounts are replenished on an ongoing basis as needed. As of December 31, 2022 and 2021, these net deposit balances with the Company were immaterial, as were the services provided.

Note 17 - Commitments and Contingencies

Macau Gaming Concession

Wynn Macau SA committed to make the following payments throughout the term of the Gaming Concession Contract:

(i) Gaming premium - The gaming premium is composed of (a) a fixed portion in an amount equal to MOP30.0 million (approximately $3.7 million) per year; and (b) a variable annual portion of (1) MOP300,000 (approximately $37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players; (2) MOP150,000 (approximately $19 thousand) per gaming table that is not reserved exclusively to particular games or players; and (3) MOP1,000 (approximately $125) per gaming machine, including slot machines, operated by Wynn Macau SA. The amount of the variable portion of the premium cannot be less than the amount that would result from the permanent operation of 500 gaming tables and 1,000 gaming machines, i.e., MOP76.0 million (approximately $9.5 million). A minimum average annual gross gaming revenue of MOP7.0 million (approximately $0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau government. If Wynn Macau SA fails to reach such minimum gross gaming revenue, Wynn Macau SA will be required to pay a special premium equal to the difference between the special gaming tax calculated based on the actual gross gaming revenue and that of such minimum gross gaming revenue;

(ii) Special levies, totaling 5% of gross gaming revenues. The Macau government may reduce the special levies payable by Wynn Macau SA (1) based on Wynn Macau SA’s contribution to the attraction of tourists who enter Macau for tourism and business purposes and hold travel documents issued by countries or regions other than the People’s Republic of China; (2) if Wynn Macau SA’s operations are adversely affected by abnormal, unpredictable or force majeure circumstances associated with the prevailing economic conditions of Macau; or (3) factors as determined by the Chief Executive of Macau; and

(iii) Special gaming tax assessed at the rate of 35% of gross gaming revenues.

In accordance with the terms of the Property Transfer Agreements (as defined in Note 5, "Property and Equipment, net"), Wynn Macau SA will pay the Macau government an annual amount of MOP53.1 million (approximately $6.6 million) during each of the years ending December 31, 2023, 2024, and 2025, and an annual amount of MOP177.0 million (approximately $22.0 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032; subject to adjustment in each year based on the average price index in Macau. Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to Macau government the casino areas and gaming equipment, without compensation and free of encumbrance upon the rescission or termination of the gaming concession on December 31, 2032.

Wynn Macau SA also committed to make certain non-gaming and gaming investments in the amount of MOP17.73 billion (approximately $2.21 billion) over the course of the ten-year term of the Gaming Concession Contract. MOP16.50 billion (approximately $2.05 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism. Wynn Macau SA will be required to increase its investment in non-gaming projects by 20% in the following year if market-wide gross gaming revenues increase to MOP180.00 billion (approximately $22.41 billion) in any one year (the "Trigger Event"). The required increase will be reduced to 16%, 12%, 8%, 4% or 0%, respectively, if the Trigger Event occurs during the sixth, seventh, eighth, ninth or tenth year of the concession period, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Employment Agreements

The Company has entered into employment agreements with several executive officers, other members of management and certain key employees. These agreements generally have three to five year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. Certain of the executives are also entitled to a separation payment if terminated without "cause" or upon voluntary termination of employment for "good reason" following a "change of control" (as these terms are defined in the employment contracts). As of December 31, 2022, the Company was obligated to make future payments of $77.6 million, $52.9 million, $18.7 million, $2.2 million, $1.6 million and $3.9 million during the years ending December 31, 2023, 2024, 2025, 2026, 2027 and thereafter, respectively.

Other Commitments

The Company has additional commitments for open purchase orders, construction contracts, payment obligations to communities surrounding Encore Boston Harbor, and performance and other miscellaneous contracts. As of December 31, 2022, the Company was obligated under these arrangements to make future minimum payments as follows (in thousands):

Year Ending December 31,
2023			$	344,283
2024			98,610
2025			47,869
2026			37,179
2027			34,868
Thereafter			161,847
Total minimum payments			$	724,656

Letters of Credit

As of December 31, 2022, the Company had outstanding letters of credit of $13.0 million.

Litigation

In addition to the actions noted below, 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.

Macau Litigation Related to Dore

Wynn Macau SA has been named as a defendant in lawsuits filed in the Macau Court of First Instance by individuals who claim to be investors in, or persons with credit in accounts maintained by, Dore Entertainment Company Limited ("Dore"), an independent, Macau registered and licensed company that operated a gaming promoter business at Wynn Macau. In connection with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the “Dore Incident”), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as investments or gaming deposits that allegedly resulted in certain losses for these individuals. The principal allegations common to the lawsuits are that Wynn Macau SA, as a gaming concessionaire, should be held responsible for Dore’s conduct on the basis that Wynn Macau SA is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the purported losses.

The Company believes these cases are without merit and unfounded and intends to vigorously defend against the remaining claims pleaded against Wynn Macau SA in these lawsuits. The Company has made estimates for potential litigation costs based upon its assessment of the likely outcome and has recorded provisions for such amounts in the accompanying consolidated financial statements. No assurances can be provided as to the outcome of the pending Dore cases, and actual results may differ from these estimates.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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 Mr. Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's former executive officers, including Mr. Maddox, Stephen A. Wynn, Kimmarie Sinatra, and Steven Cootey.

The defendants in this action intend to vigorously defend against the claims pleaded against them and believe that the claims are without merit. This action is in the preliminary stages and the Company has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or reasonably estimate the range of possible loss, if any.

Federal Investigation

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 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 18 - Retail Joint Venture

In December 2016, the Company entered into the Retail Joint Venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space at Wynn Las Vegas. In November 2017 and March 2022, the Company contributed approximately 74,000 square feet and 70,000 square feet of additional retail space to the Retail Joint Venture. The Company maintains a 50.1% ownership in the Retail Joint Venture and is the managing member. The Company's responsibilities with respect to the Retail Joint Venture include day-to-day business operations, property management services and a role in the leasing decisions of the retail space.

The Company assessed its ownership in the Retail Joint Venture based on consolidation accounting guidance with an evaluation being performed to determine if the Retail Joint Venture is a VIE, if the Company has a variable interest in the Retail Joint Venture and if the Company is the primary beneficiary of the Retail Joint Venture. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

The Company concluded that the Retail Joint Venture is a VIE and the Company is the primary beneficiary based on its involvement in the leasing activities of the Retail Joint Venture. As a result, the Company consolidates all of the Retail Joint Venture's assets, liabilities and results of operations. The Company will evaluate its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the Retail Joint Venture's VIE status when changes occur.

As of December 31, 2022 and 2021, the Retail Joint Venture had total assets of $102.9 million and $98.0 million, respectively, and total liabilities of $620.9 million and $624.4 million, respectively. The Retail Joint Venture's total liabilities as of December 31, 2022 and 2021 included long-term debt of $613.5 million and $612.9 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 19 - 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 the following reportable segments: (i) Wynn Macau, representing the aggregate of Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort; (iv) Encore Boston Harbor; and (v) Wynn Interactive. For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

			Year Ended December 31,
			2022						2021						2020
Operating revenues
Macau Operations:
Wynn Palace
Casino			$	255,886					$	677,917					$	368,284
Rooms			40,079						69,022						46,110
Food and beverage			35,546						47,985						43,198
Entertainment, retail and other (1)			78,778						88,083						47,828
			410,289						883,007						505,420
Wynn Macau
Casino			216,639						476,999						344,595
Rooms			25,691						50,492						39,111
Food and beverage			25,334						32,420						33,094
Entertainment, retail and other (1)			43,585						66,104						57,857
			311,249						626,015						474,657
Total Macau Operations			721,538						1,509,022						980,077
Las Vegas Operations:
Casino			535,279						426,440						236,826
Rooms			651,291						425,777						202,073
Food and beverage			702,515						489,587						216,426
Entertainment, retail and other (1)			243,051						161,877						92,622
Total Las Vegas Operations			2,132,136						1,503,681						747,947
Encore Boston Harbor:
Casino			624,738						552,064						287,525
Rooms			85,078						47,280						20,679
Food and beverage			82,818						63,919						36,866
Entertainment, retail and other (1)			38,439						28,260						16,596
Total Encore Boston Harbor			831,073						691,523						361,666
Wynn Interactive:
Entertainment, retail and other			72,078						59,438						6,171
Total Wynn Interactive			72,078						59,438						6,171
Total operating revenues			$	3,756,825					$	3,763,664					$	2,095,861

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2022						2021						2020
Adjusted Property EBITDAR (2)
Macau Operations:
Wynn Palace			$	(96,557)					$	91,646					$	(149,647)
Wynn Macau			(124,047)						4,209						(87,189)
Total Macau Operations			(220,604)						95,855						(236,836)
Las Vegas Operations			801,095						530,878						(56,356)
Encore Boston Harbor			243,386						210,068						(23,762)
Wynn Interactive			(98,490)						(267,360)						(7,351)
Total			725,387						569,441						(324,305)
Other operating expenses
Pre-opening			20,643						6,821						6,506
Depreciation and amortization			692,318						715,962						725,502
Gain on EBH Transaction, net			(181,989)						—						—
Property charges and other			113,152						50,762						67,455
Corporate expenses and other (3)			102,539						95,199						46,023
Stock-based compensation			67,627						95,238						62,254
Triple-net operating lease rent expense			11,773						—						—
Total other operating expenses			826,063						963,982						907,740
Operating loss			(100,676)						(394,541)						(1,232,045)
Other non-operating income and expenses
Interest income			29,758						3,213						15,384
Interest expense, net of amounts capitalized			(650,885)						(605,562)						(556,474)
Change in derivatives fair value			15,956						11,360						(13,060)
Loss on extinguishment of debt			—						(2,060)						(4,601)
Other			5,811						(23,926)						28,521
Total other non-operating income and expenses			(599,360)						(616,975)						(530,230)
Loss before income taxes			(700,036)						(1,011,516)						(1,762,275)
Provision for income taxes			(9,332)						(474)						(564,671)
Net loss			(709,368)						(1,011,990)						(2,326,946)
Net loss attributable to noncontrolling interests			285,512						256,204						259,701
Net loss attributable to Wynn Resorts, Limited			$	(423,856)					$	(755,786)					$	(2,067,245)

(1)Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 15, "Leases".

(2)"Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, 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 extinguishment of debt, and other non-operating income and expenses. We use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. The Company also presents Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of the Company's performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income (loss), Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, the Company's calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(3)For the year ended December 31, 2020, includes a $30.2 million net gain recorded in relation to a derivative litigation settlement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2022						2021						2020
Capital expenditures
Macau Operations:
Wynn Palace			$	31,946					$	37,169					$	46,717
Wynn Macau			13,003						25,249						49,845
Total Macau Operations			44,949						62,418						96,562
Las Vegas Operations			226,386						168,788						85,882
Encore Boston Harbor			20,187						38,730						61,342
Wynn Interactive			4,925						13,624						5,603
Corporate and other			3,680						7,097						40,726
Total			$	300,127					$	290,657					$	290,115

			December 31,
			2022						2021						2020
Assets
Macau Operations:
Wynn Palace			$	2,884,073					$	3,122,424					$	3,393,790
Wynn Macau			1,430,051						1,032,521						1,202,709
Other Macau			268,017						1,173,913						2,026,098
Total Macau Operations			4,582,141						5,328,858						6,622,597
Las Vegas Operations			3,168,597						3,063,897						2,992,870
Encore Boston Harbor			2,080,424						2,193,117						2,300,016
Wynn Interactive			213,837						287,805						265,945
Corporate and other			3,370,101						1,657,149						1,688,119
Total			$	13,415,100					$	12,530,826					$	13,869,547

			December 31,
			2022						2021						2020
Long-lived assets
Macau			$	3,382,284					$	3,678,236					$	3,989,797
United States			5,570,249						5,604,531						5,738,343
Total			$	8,952,533					$	9,282,767					$	9,728,140

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Quarterly Consolidated Financial Information (Unaudited)

The following tables (in thousands, except per share data) present selected quarterly financial information for 2022 and 2021, as previously reported. Because income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year.

			Year Ended December 31, 2022
			First						Second						Third						Fourth						Year
Operating revenues			$	953,334					$	908,832					$	889,722					$	1,004,937					$	3,756,825
Operating income (loss)			$	(94,865)					$	(52,028)					$	(52,991)					$	99,208					$	(100,676)
Net loss			$	(254,610)					$	(213,422)					$	(207,791)					$	(33,545)					$	(709,368)
Net income (loss) attributable to Wynn Resorts, Limited			$	(183,324)					$	(130,051)					$	(142,892)					$	32,411					$	(423,856)
Basic income (loss) per share			$	(1.59)					$	(1.14)					$	(1.27)					$	0.29					$	(3.73)
Diluted income (loss) per share			$	(1.59)					$	(1.14)					$	(1.27)					$	0.29					$	(3.73)

			Year Ended December 31, 2021
			First						Second						Third						Fourth						Year
Operating revenues			$	725,783					$	990,113					$	994,644					$	1,053,124					$	3,763,664
Operating loss			$	(175,732)					$	(29,521)					$	(83,664)					$	(105,624)					$	(394,541)
Net loss			$	(336,179)					$	(173,397)					$	(245,983)					$	(256,431)					$	(1,011,990)
Net loss attributable to Wynn Resorts, Limited			$	(280,978)					$	(131,369)					$	(166,249)					$	(177,190)					$	(755,786)
Basic loss per share			$	(2.53)					$	(1.15)					$	(1.45)					$	(1.54)					$	(6.64)
Diluted loss per share			$	(2.53)					$	(1.15)					$	(1.45)					$	(1.54)					$	(6.64)