Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			59
Consolidated Balance Sheets			62
Consolidated Statements of Operations			63
Consolidated Statements of Comprehensive Income (Loss)			64
Consolidated Statements of Stockholders’ Deficit			65
Consolidated Statements of Cash Flows			66
Notes to Consolidated Financial Statements			67
Quarterly Consolidated Financial Information (Unaudited)			112

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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, 2023, 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, 2023, 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, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 23, 2024 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 23, 2024

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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, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 23, 2024 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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Valuation of Deferred Tax Assets
Description of the Matter			As more fully described in Note 14 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to foreign tax credit carryforwards, disallowed interest expense carryforwards and other U.S. and foreign deferred tax assets of $2.2 billion reduced by a $1.3 billion valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. During the year ended December 31, 2023, the Company released $1.1 billion of its previously recorded valuation allowance. The Company considered the achievement of sustained profitability and cumulative income in the U.S., as well as forecasted income and tax planning strategies to be significant forms of positive evidence. The Company determined that the positive evidence outweighed the negative evidence and supported a release of a portion of the valuation allowance. Auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring the future utilization of deferred tax assets. These deferred tax assets are affected by assumptions, including forecasted domestic and foreign-sourced income and related inter-company royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the execution of tax planning strategies. Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets.
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 process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of its forecasted income and significant assumptions described above and identification and use of available tax planning strategies. To test the valuation of deferred tax assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to the Company’s business plans and current industry and economic trends and evaluated whether changes to the Company’s business plans, economic trends and other factors would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the valuation allowance that would result from changes in the assumptions. We involved our tax professionals to evaluate the application of tax law in the Company’s available tax planning strategies, the scheduling of the reversal of existing taxable temporary differences and carryforward amounts, and the evaluation of the utilization of the deferred tax assets.

/s/ Ernst & Young LLP

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

Las Vegas, Nevada

February 23, 2024

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			December 31,
			2023						2022
ASSETS
Current assets:
Cash and cash equivalents			$	2,879,186					$	3,650,440
Restricted cash			18						4,819
Investments			845,192						—
Accounts receivable, net of allowance for credit losses of $40,075 and $78,842			341,712						216,033
Inventories			75,552						70,094
Prepaid expenses and other			99,961						88,201
Total current assets			4,241,621						4,029,587
Property and equipment, net			6,688,479						6,896,060
Restricted cash			90,208						127,731
Goodwill and intangible assets, net			329,708						245,253
Operating lease assets			1,832,896						1,853,164
Deferred income taxes, net			500,877						—
Other assets			312,434						263,305
Total assets			$	13,996,223					$	13,415,100
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables			$	208,263					$	197,474
Customer deposits			543,288						506,148
Gaming taxes payable			172,832						44,967
Accrued compensation and benefits			212,645						187,160
Accrued interest			141,902						135,630
Current portion of long-term debt			709,593						547,543
Other accrued liabilities			211,931						192,501
Total current liabilities			2,200,454						1,811,423
Long-term debt			11,028,744						11,569,316
Long-term operating lease liabilities			1,631,749						1,615,157
Other long-term liabilities			236,210						59,569
Total liabilities			15,097,157						15,055,465
Commitments and contingencies (Note 18)
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; 132,998,916 and 132,256,185 shares issued; 111,737,245 and 113,369,439 shares outstanding, respectively			1,330						1,323
Treasury stock, at cost; 21,261,671 and 18,886,746 shares, respectively			(1,836,326)						(1,623,872)
Additional paid-in capital			3,647,161						3,583,923
Accumulated other comprehensive income (loss)			3,406						(404)
Accumulated deficit			(2,066,953)						(2,711,808)
Total Wynn Resorts, Limited stockholders' deficit			(251,382)						(750,838)
Noncontrolling interests			(849,552)						(889,527)
Total stockholders' deficit			(1,100,934)						(1,640,365)
Total liabilities and stockholders' deficit			$	13,996,223					$	13,415,100

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,
			2023						2022						2021
Operating revenues:
Casino			$	3,718,402					$	1,632,541					$	2,133,420
Rooms			1,185,671						802,138						592,571
Food and beverage			1,028,637						846,214						633,911
Entertainment, retail and other			599,187						475,932						403,762
Total operating revenues			6,531,897						3,756,825						3,763,664
Operating expenses:
Casino			2,238,671						1,099,801						1,394,098
Rooms			307,132						261,343						197,734
Food and beverage			822,323						700,549						516,391
Entertainment, retail and other			340,437						328,529						450,358
General and administrative			1,065,022						830,450						796,592
Provision for credit losses			(3,964)						(7,295)						29,487
Pre-opening			9,468						20,643						6,821
Depreciation and amortization			687,270						692,318						715,962
Gain on EBH Transaction, net			—						(181,989)						—
Impairment of goodwill and intangible assets			94,490						48,036						10,254
Property charges and other			130,877						65,116						40,508
Total operating expenses			5,691,726						3,857,501						4,158,205
Operating income (loss)			840,171						(100,676)						(394,541)
Other income (expense):
Interest income			175,785						29,758						3,213
Interest expense, net of amounts capitalized			(751,509)						(650,885)						(605,562)
Change in derivatives fair value			45,098						15,956						11,360
Loss on debt financing transactions			(12,683)						—						(2,060)
Other			(11,479)						5,811						(23,926)
Other expense, net			(554,788)						(599,360)						(616,975)
Income (loss) before income taxes			285,383						(700,036)						(1,011,516)
Benefit (provision) for income taxes			496,834						(9,332)						(474)
Net income (loss)			782,217						(709,368)						(1,011,990)
Less: net (income) loss attributable to noncontrolling interests			(52,223)						285,512						256,204
Net income (loss) attributable to Wynn Resorts, Limited			$	729,994					$	(423,856)					$	(755,786)
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:
Basic			$	6.49					$	(3.73)					$	(6.64)
Diluted			$	6.32					$	(3.73)					$	(6.64)
Weighted average common shares outstanding:
Basic			112,523						113,623						113,760
Diluted			112,855						113,623						113,760

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 INCOME (LOSS)

(in thousands)

			Year Ended December 31,
			2023						2022						2021
Net income (loss)			$	782,217					$	(709,368)					$	(1,011,990)
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax			5,297						(8,849)						3,477
Total comprehensive income (loss)			787,514						(718,217)						(1,008,513)
Less: comprehensive (income) loss attributable to noncontrolling interests			(53,710)						287,953						255,127
Comprehensive income (loss) attributable to Wynn Resorts, Limited			$	733,804					$	(430,264)					$	(753,386)

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' DEFICIT

(in thousands, except share data)

			Common stock
			Shares outstanding						Par value						Treasury stock						Additional paid-in capital						Accumulated other comprehensive income (loss)						Accumulated deficit						Total Wynn Resorts, Limited stockholders' deficit						Noncontrolling interests						Total stockholders' deficit
Balances, January 1, 2021			107,888,336						$	1,235					$	(1,422,531)					$	2,598,115					$	3,604					$	(1,532,420)					$	(351,997)					$	(385,320)					$	(737,317)
Net loss			—						—						—						—						—						(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)
Net income			—						—						—						—						—						729,994						729,994						52,223						782,217
Currency translation adjustment			—						—						—						—						3,810						—						3,810						1,487						5,297
Exercise of stock options			32,284						—						—						1,965						—						—						1,965						—						1,965
Issuance of restricted stock			727,522						7						—						6,631						—						—						6,638						—						6,638
Cancellation of restricted stock			(23,256)						—						—						—						—						—						—						—						—
Shares repurchased by the Company and held as treasury shares			(2,374,925)						—						(212,454)						—						—						—						(212,454)						—						(212,454)
Cash dividends declared			—						—						—						—						—						(85,139)						(85,139)						—						(85,139)
Distribution to noncontrolling interest			—						—						—						(2,994)						—						—						(2,994)						(19,584)						(22,578)
Transactions with subsidiary minority shareholders			6,181						—						—						(754)						—						—						(754)						754						—
Stock-based compensation			—						—						—						58,390						—						—						58,390						5,095						63,485
Balances, December 31, 2023			111,737,245						$	1,330					$	(1,836,326)					$	3,647,161					$	3,406					$	(2,066,953)					$	(251,382)					$	(849,552)					$	(1,100,934)

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,
			2023						2022						2021
Cash flows from operating activities:
Net income (loss)			$	782,217					$	(709,368)					$	(1,011,990)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			687,270						692,318						715,962
Deferred income taxes			(502,784)						3,241						(2,706)
Stock-based compensation expense			64,515						67,627						95,238
Amortization of debt issuance costs			39,532						29,427						27,047
Loss on debt financing transactions			12,683						—						2,060
Provision for credit losses			(3,964)						(7,295)						29,487
Change in derivatives fair value			(45,098)						(15,956)						(11,360)
Gain on EBH Transaction, net			—						(181,989)						—
Impairment of goodwill and intangible assets			94,490						48,036						10,254
Property charges and other			117,176						59,305						64,434
Increase (decrease) in cash from changes in:
Receivables, net			(123,747)						(9,335)						(29,441)
Inventories, prepaid expenses and other			(6,025)						(19,737)						(21,499)
Customer deposits			37,951						69,692						(207,878)
Accounts payable and accrued expenses			93,663						(97,238)						117,801
Net cash provided by (used in) operating activities			1,247,879						(71,272)						(222,591)
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention			(442,793)						(300,127)						(290,657)
Purchase of investments			(836,519)						—						—
Purchase of intangible and other assets			(64,383)						(52,377)						(56,034)
Proceeds from EBH Transaction			—						1,700,000						—
Proceeds from sale of assets and other			1,162						1,471						4,268
Net cash (used in) provided by investing activities			(1,342,533)						1,348,967						(342,423)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			1,200,000						211,435						1,340,281
Repayments of long-term debt			(1,533,124)						(50,000)						(2,488,401)
Proceeds from issuance of Wynn Resorts, Limited common stock			—						—						841,896
Proceeds from exercise of stock options			1,965						—						—
Repurchase of common stock			(212,455)						(187,499)						(13,842)
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)
Distribution to noncontrolling interest			(22,579)						(27,744)						(18,761)
Dividends paid			(84,733)						(1,445)						(1,553)
Finance lease payments			(19,267)						(18,188)						(15,658)
Payments for financing costs			(41,240)						(3,165)						(31,193)
Other			(7,773)						—						—
Net cash used in financing activities			(719,206)						(23,678)						(388,002)
Effect of exchange rate on cash, cash equivalents and restricted cash			282						(2,094)						(2,301)
Cash, cash equivalents and restricted cash:
(Decrease) increase in cash, cash equivalents and restricted cash			(813,578)						1,251,923						(955,317)
Balance, beginning of period			3,782,990						2,531,067						3,486,384
Balance, end of period			$	2,969,412					$	3,782,990					$	2,531,067

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. Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is currently constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates, currently expected to open in 2027.

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, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level access.

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 177,000 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 210,000 square feet of casino space, 14 food and beverage outlets, one nightclub, approximately 71,000 square feet of meeting and convention space, and approximately 8,186 square feet of retail space. Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 16, "Leases."

Wynn Interactive

In August 2023, the Company announced its decision to close WynnBET, Wynn Interactive’s digital sports betting and casino gaming business, in jurisdictions other than New York, Massachusetts, and Michigan, and in January 2024 the Company announced its decision to close WynnBET in Massachusetts. In February 2024, the Company entered into an asset purchase agreement providing for the transfer and assignment of Wynn’s market access rights and related obligations in Michigan to Caesars Entertainment, Inc., and separately, signed an equity purchase agreement for the sale of WSI US, LLC, Wynn Interactive’s domestic operating subsidiary, which includes the Company’s gaming license in New York, to Penn Entertainment, Inc.; in each case, subject to certain customary closing conditions.

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 19, "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. For more information on the Company's equity method investments, see Investments in Unconsolidated Affiliate within Note 2, "Basis of Presentation and Significant Accounting Policies." All significant intercompany accounts and transactions have been eliminated. Certain amounts in the consolidated financial statements for the years ended December 31, 2022 and 2021 have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on the previously reported net loss or operating loss.

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. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, inputs into the Company's estimated allowance for deferred tax assets and credit losses, estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and litigation and contingency estimates.

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, which approximates fair value. Restricted cash consists of cash collateral associated with obligations, cash held in a trust in accordance with WML's share award plan, and 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.

Investments

The Company's investments include financial assets in the form of interest-bearing fixed deposits, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and debt securities in the form of United States treasury bills. Investments in debt securities which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

and losses as a separate component of other comprehensive income. Premiums and discounts on debt securities are amortized or accreted into interest income using the effective interest method. All of the Company’s debt securities are classified as held-to-maturity.

As of December 31, 2023, the Company held $550.0 million in fixed deposits, recorded at fair value, and $295.2 million in debt securities, recorded at amortized cost within Investments on the Consolidated Balance Sheets. The estimated fair value of the Company's debt securities as of December 31, 2023 was approximately $294.8 million and the gross unrecognized holding loss was $0.4 million. As of December 31, 2023, the Company had $8.7 million in accrued interest on its debt securities, recorded in Investments on the Consolidated Balance Sheets.

As of December 31, 2022, the Company had no investments in fixed deposits or debt securities recorded within Investments on the Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors. The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances. During the year ended December 31, 2023, the Company recorded no allowance for credit losses related to its investments.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 in the accompanying Consolidated Statements of Operations.

Capitalized Interest

The interest cost associated with major development and construction projects, and interest cost associated with equity method investments incurred during the investee's initial development period, is capitalized and included in the cost of the project or investment in unconsolidated affiliate balance. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project using the weighted average cost of the Company's outstanding borrowings. Interest of $5.8 million was capitalized for the year ended December 31, 2023. No interest was capitalized for the years ended December 31, 2022 and 2021.

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 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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 102,000, 63,000, 187,000, 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.

Investments in Unconsolidated Affiliate

The Company accounts for its investment in Island 3 AMI FZ-LLC, an unconsolidated affiliate which is currently constructing Wynn Al Marjan Island, using the equity method. Under the equity method, the investment's carrying value is adjusted for the Company’s share of the investee's earnings and losses, capital contributions to and distributions from this company, and capitalization of interest cost incurred by the Company during the investee's initial development period. As of December 31, 2023 and 2022, the Company had investments in unconsolidated affiliate of $90.9 million and $39.9 million, respectively, recorded in noncurrent other assets in the accompanying Consolidated Balance Sheets.

The Company classifies operating income and losses as well as gains and impairments related to its investment in unconsolidated affiliate as a component of Operating income (loss) within the Company's accompanying Consolidated Statements of Operations, and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of Other income (expense) within the Company's accompanying Consolidated Statements of Operations, as the Company’s investments in unconsolidated affiliate are an extension of the Company's core business operations. The Company recognized a loss on investments in unconsolidated affiliate of $2.4 million and $0.3 million during the years ended December 31, 2023 and 2022, respectively, recorded in Pre-opening within the Company's accompanying Consolidated Statements of Operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 other 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 $39.5 million, $29.4 million, and $27.0 million was amortized to interest expense during the years ended December 31, 2023, 2022, and 2021, 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.

See Note 8, "WML Convertible Bond Conversion Option Derivative" for accounting policy disclosures relating to the WML Convertible Bond Conversion Option Derivative (as defined therein).

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.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 $1.57 billion, $526.3 million, and $830.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Advertising Costs

The cost of advertising is expensed as incurred, and totaled $112.6 million, $148.6 million, and $250.6 million for the years ended December 31, 2023, 2022, and 2021, 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, 2023, the Company incurred pre-opening expenses primarily in connection with the launch of sports betting operations in Massachusetts. 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 exclusive theatrical production, Awakening. During the year ended December 31, 2021, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations.

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.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity or other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying Consolidated Statements of Stockholders' Deficit and Consolidated Statements of Comprehensive Income (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, based on the estimated fair value of the award using the Monte Carlo simulation approach for performance share units, 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 13, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in Note 13, "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 13, "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,
			2023						2022
Cash and cash equivalents:
Cash(1)			$	1,076,474					$	1,699,583
Cash equivalents(2)			1,802,712						1,950,857
Total cash and cash equivalents			2,879,186						3,650,440
Restricted cash(3)			90,226						132,550
Total cash, cash equivalents and restricted cash			$	2,969,412					$	3,782,990

(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, 2023 and 2022 includes $87.0 million and $124.5 million, respectively, 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 (as defined in Note 6, "Goodwill and Intangible Assets, net").

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

			Year Ended December 31,
			2023						2022						2021
Cash paid for interest, net of amounts capitalized			$	688,350					$	618,395					$	581,650
Capitalized stock-based compensation			$	5,268					$	3,246					$	5,058
Cash paid for income taxes			$	10,310					$	5,290					$	1,749
Finance lease liabilities arising from obtaining finance lease assets			$	8,842					$	5,906					$	7,423
Liability settled with shares of common stock			$	6,639					$	9,287					$	6,272
Accounts and construction payables related to property and equipment			$	60,313					$	64,861					$	52,647
Other liabilities related to intangible assets(1)			$	209,410					$	4,220					$	5,417
Dividends payable on unvested restricted stock included in other accrued liabilities			$	685					$	229					$	1,846

(1) For the year ended December 31, 2023, included $206.5 million related to the Macau gaming premium in connection with the Gaming Concession Contract. See Note 6, "Goodwill and Intangible Assets, net" for further information.

Note 4 - Receivables, net

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

			December 31,
			2023						2022
Casino			$	218,694					$	171,893
Hotel			54,596						35,654
Other			108,497						87,328
			381,787						294,875
Less: allowance for credit losses			(40,075)						(78,842)
			$	341,712					$	216,033

As of December 31, 2023 and 2022, approximately 68.2% and 57.6%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 15.9% and 43.2% of gross casino receivables as of December 31, 2023 and 2022, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

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

			December 31,
			2023						2022
Balance at beginning of year			$	78,842					$	111,319
Provision for credit losses			(3,964)						(7,295)
Write-offs			(47,611)						(30,100)
Recoveries of receivables previously written-off			12,897						4,987
Effect of exchange rate			(89)						(69)
Balance at end of period			$	40,075					$	78,842

Note 5 - Property and Equipment, net

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

			December 31,
			2023						2022
Buildings and improvements			$	8,459,085					$	8,363,427
Land and improvements			1,228,652						1,195,717
Furniture, fixtures and equipment			3,311,478						3,165,659
Airplanes			110,623						110,623
Construction in progress			162,592						112,034
			13,272,430						12,947,460
Less: accumulated depreciation			(6,583,951)						(6,051,400)
			$	6,688,479					$	6,896,060

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

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $625.0 million, $652.1 million, and $685.7 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 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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Note 6 - Goodwill and Intangible Assets, net

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

			December 31,
			2023						2022
Finite-lived intangible assets:
Macau gaming concession			$	209,199					$	48,304
Less: accumulated amortization			(20,920)						(48,304)
			188,279						—
Massachusetts gaming license			117,700						117,700
Less: accumulated amortization			(35,484)						(27,638)
			82,216						90,062
Other finite-lived intangible assets			50,154						65,194
Less: accumulated amortization			(17,801)						(8,920)
			32,353						56,274
Total finite-lived intangible assets			302,848						146,336
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			90,520						129,738
Foreign currency translation			—						(1,457)
Impairment			(72,057)						(37,761)
Balance end of period			18,463						90,520
Total goodwill and intangible assets, net			$	329,708					$	245,253

Massachusetts Finite-Lived Intangible Assets

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 2024 through 2033, and $3.7 million in 2034.

Wynn Interactive Goodwill and Finite-Lived Intangible Assets

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 $6.0 million in 2024, $3.7 million in 2025, $3.0 million each year in 2026, 2027 and 2028, and $9.3 million thereafter.

During the year ended December 31, 2023, as a result of the Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions announced in August 2023, the Company identified interim indicators of impairment related to the goodwill assigned to the WynnBET reporting unit within the Wynn Interactive reportable segment. As a result, the Company performed an impairment test and determined that the carrying value of its goodwill exceeded the estimated fair value of that reporting unit based on a combination of the income and cost approaches, causing the Company to recognize a goodwill impairment loss of $72.1 million. As of December 31, 2023, the Company had no remaining goodwill recorded related to the acquisition of BetBull Limited ("BetBull"), a subsidiary of Wynn Interactive. The Company also recognized impairment of other finite-lived intangible assets related to Wynn Interactive's closed operations totaling $22.4 million during the year ended December 31, 2023.

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. In November 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 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.

Macau Gaming Concession

In December 2022, Wynn Resorts (Macau) S.A. ("Wynn Macau SA"), an indirect subsidiary of Wynn Resorts, Limited, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau. Under the terms of the Gaming Concession Contract, Wynn Macau SA is required to pay the Macau government an annual gaming premium consisting of a fixed and a variable portion. The fixed portion of the premium is composed of an annual amount equal to MOP30.0 million (approximately $3.7 million). The variable portion is composed of an annual amount equal to MOP300,000 (approximately $37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players, MOP150,000 (approximately $19 thousand) per gaming table that is not reserved exclusively to particular games or players, and MOP1,000 (approximately $124) 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 $9.4 million).

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo entered into the Property Transfer Agreements (as defined in Note 5, "Property and Equipment, net"). Under the Property Transfer Agreements, Wynn Macau SA has agreed to make annual payments to the Macau government of MOP53.1 million (approximately $6.6 million) during each of the years ending December 31, 2024 and 2025, and an annual payment 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.

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP1.68 billion (approximately $208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Property Transfer Agreements. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government. In the accompanying consolidated balance sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10-year term of the Gaming Concession Contract. The Company expects that amortization of the Macau Gaming Concession will be $20.9 million each year from 2024 to 2032.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7 - Long-Term Debt

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

			December 31,
			2023						2022
Macau Related:
WM Cayman II Revolver, due 2025(1)			$	1,497,610					$	1,500,473
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
WML 4 1/2% Convertible Bonds, due 2029(2)			600,000						—
U.S. and Corporate Related:
WRF Credit Facilities(3):
WRF Term Loan, due 2024			73,683						837,500
WRF Term Loan, due 2027			730,692						—
WLV 4 1/4% Senior Notes, due 2023			—						500,000
WLV 5 1/2% Senior Notes, due 2025			1,380,001						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
WRF 5 1/8% Senior Notes, due 2029			750,000						750,000
WRF 7 1/8% Senior Notes, due 2031			600,000						—
Retail Term Loan, due 2025(4)			615,000						615,000
			11,826,986						12,162,973
WML Convertible Bond Conversion Option Derivative			73,744						—
Less: Unamortized debt issuance costs and original issue discounts and premium, net			(162,393)						(46,114)
			11,738,337						12,116,859
Less: Current portion of long-term debt			(709,593)						(547,543)
Total long-term debt, net of current portion			$	11,028,744					$	11,569,316

(1)As of December 31, 2023, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10% or HIBOR, in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $312.5 million and $1.19 billion of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975% per year and HIBOR plus 1.875% per year, respectively. As of December 31, 2023 and 2022, the weighted average interest rate was approximately 7.20% and 7.30%, respectively. As of December 31, 2023, the WM Cayman II Revolver was fully drawn.

(2)As of December 31, 2023, the net carrying amount of the WML Convertible Bonds was $479.5 million, with unamortized debt discount and debt issuance costs of $120.5 million. The Company recorded contractual interest expense of $22.1 million and amortization of discounts and issuance costs of $14.2 million during the year ended December 31, 2023.

(3)The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85% per year. As of December 31, 2023 and 2022, the weighted average interest rate was approximately 7.21% and 6.14%, respectively. Additionally, as of December 31, 2023, the available borrowing capacity under the WRF Revolver was $736.5 million, net of $13.5 million in outstanding letters of credit.

(4)The Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80% per year. As of December 31, 2023 and 2022, the effective interest rate was 5.47% and 5.45%, respectively.

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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 a U.S. dollar tranche in an amount of $312.5 million ("Facility A") and a Hong Kong dollar tranche ("Facility B") 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.

Due to the global phase out of London Interbank Offered Rate ("LIBOR"), on June 27, 2023, WM Cayman II, as borrower and WML, as guarantor, entered into an Amended and Restated Facility Agreement with Bank of China Limited, Macau Branch, as agent for the syndicate of lenders (as amended and restated, the "Amended and Restated Facility Agreement"), to transition the base rate applicable to loans denominated in U.S. dollars provided under WM Cayman II Revolver from LIBOR to Term SOFR. The new Term SOFR base rate became effective July 4, 2023.

Pursuant to the Amended and Restated Facility Agreement, loans provided under Facility A bear interest at a variable rate per annum equal to: (a) Term SOFR, plus a credit adjustment spread of 0.10% (subject to a minimum floor of 0.00%), plus (b) a margin of 1.875% to 2.875% based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement), and loans provided under Facility B bear interest at a variable rate per annum equal to: (i) the Hong Kong Interbank Offered Rate, plus (ii) a margin of 1.875% to 2.875% based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement).

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. 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 Convertible Bonds

On March 7, 2023, WML completed an offering (the "Offering") of $600 million 4.50% convertible bonds due 2029 (the "WML Convertible Bonds"). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee. WML, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the WML Convertible Bonds. The net proceeds from the Offering, after deduction of commissions and other related expenses, were $585.9 million. WML intends to use the net proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50% per annum, payable semi-annually in arrears on March 7 and September 7 of each year. At any time on or after April 17, 2023, the WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, each with a nominal value of HK$0.001 per share ("Ordinary Shares"), at the initial conversion price of approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right"). The conversion price is at the fixed exchange rate of HK$7.8497 per $1.00, subject to standard adjustments for certain dilutive events as described in the Terms and Conditions. WML has the option upon conversion by a bondholder to pay an amount of cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions. The WML Convertible Bonds constitute direct, unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of WML and rank pari passu and without any preference or priority among themselves. The Ordinary Shares to be issued upon exercise of Conversion Right will be fully-paid and will in all respects rank pari passu with the fully-paid Ordinary Shares in issue on the relevant registration date set forth in the Terms and Conditions.

The Trust Deed contains covenants limiting WML's and all of its subsidiaries' ability to, among other things, create, permit to subsist or arise or have outstanding any mortgage, charge, pledge, lien or other encumbrance or certain security interest; consolidate or merge with or into another company; and sell, assign, transfer, convey or otherwise dispose of all or substantially all of its and its subsidiaries’ properties or assets, with certain exceptions. The Trust Deed also contains customary events of default.

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bond Conversion Option Derivative"). In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations. For more information, see "Note 8 - WML Convertible Bond Conversion Option Derivative." As a result, the Company recognized a debt discount of $123.5 million within Long-term debt, representing the estimated fair value of the holders' conversion option upon completion of the Offering. The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of December 31, 2023, the estimated fair value of the WML Convertible Bond Conversion Option Derivative was a liability of $73.7 million, recorded within Long-term debt within the accompanying Consolidated Balance Sheet.

WML Senior Notes

WML's 4 7/8% Senior Notes due 2024, 5 1/2% Senior Notes due 2026, 5 1/2% Senior Notes due 2027, 5 5/8% Senior Notes due 2028, and 5 1/8% Senior Notes due 2029 (collectively, the "WML Senior Notes") bear interest at each of their respective interest rates and interest is payable semi-annually. 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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In May 2023, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment amends the WRF Credit Facility Agreement to: (i) transition the benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million, (iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $749.4 million from September 20, 2024 to September 20, 2027. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $75.6 million will remain subject to a stated maturity date of September 20, 2024. In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $1.2 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $5.1 million, within the Consolidated Balance Sheet.

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").

In February 2023, the WRF Issuers issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and 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 $506.4 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 Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and expenses.

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

In connection with the issuance of the 2031 WRF Senior Notes and purchase of the 2025 WRF Senior Notes, the Company recognized a loss on debt financing transactions of $10.6 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $11.4 million within the accompanying Consolidated Balance Sheet.

In February 2024, the WRF Issuers issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes" and collectively with the 2031 Senior Notes and 2029 Senior Notes, the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023. The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.0% of the principal amount, for net proceeds of approximately $409 million. The Company used the net proceeds from the offering of the 2031 WRF Add-On Senior Notes and cash held by Wynn Resorts to repurchase $678.0 million of the outstanding principal amount of the 2025 WLV Senior Notes (see definition below) and to pay related fees and expenses.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

In March 2023, the Company repurchased all of its outstanding 2023 WLV Senior Notes, representing an aggregate principal amount of $500.0 million, using cash held by WRF, at a price equal to 100% of the principal amount plus accrued interest under the terms of its indenture. In connection with the repurchase, the Company recognized a loss on debt financing transaction of $1.0 million within the accompanying Consolidated Statements of Operations.

In August 2023, Wynn Las Vegas repurchased $400.0 million aggregate principal amount of its 2025 WLV Senior Notes, at a price equal to 94% of the principal amount, plus accrued interest and an early tender premium of $20.0 million to the holders of validly tendered 2025 WLV Senior Notes. WRF used cash held by Wynn Resorts to purchase such tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses. In connection with the completion of the tender, the Company recognized a gain on debt financing transaction of $2.9 million within the accompanying Consolidated Statements of Operations.

In February 2024, Wynn Las Vegas repurchased $678.0 million aggregate principal amount of its 2025 WLV Senior Notes, at a price equal to 97.2% of the principal amount, plus accrued interest and an early tender premium of $20.3 million to the holders of validly tendered 2025 WLV Senior Notes. The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by Wynn Resorts, to purchase such validly tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses.

The 2025 WLV Senior Notes and 2027 WLV Senior Notes are collectively referred to as the "WLV Senior Notes." The 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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).

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 each of the 2025 WLV Senior Notes and 2027 WLV Senior Notes through open market purchases, for a total of $40.0 million. As of December 31, 2023, 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

In 2018, 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 (together with its subsequent amendments, the "Retail Term Loan Agreement"). On June 2, 2023, the Borrowers entered into an amendment effective as of July 3, 2023, which amended the Retail Term Loan Agreement to transition the benchmark interest rate applicable to the secured loan in an aggregate principal amount of $615.0 million issued to the Borrowers thereunder from LIBOR to SOFR and to make related conforming changes to 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 SOFR plus an adjustment of 0.10% plus 1.70% per annum. 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. In accordance with the Retail Term Loan Second Amendment, the Retail Borrowers entered into an interest rate collar agreement with a SOFR floor of 1.00% and a ceiling of 3.67%.

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In accordance with the terms of the Retail Term Loan Agreement, the Retail Borrowers entered into an interest rate collar with a notional value of $615.0 million, the underlying reference rate of which was transitioned from LIBOR to SOFR concurrently with the Retail Term Loan. The interest rate collar establishes a range whereby the Retail Borrowers will pay the counterparty if one-month SOFR falls below the established floor rate of 1.00%, and the counterparty will pay the Retail Borrowers if one-month SOFR exceeds the ceiling rate of 3.67%. 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, 2023, the fair value of the interest rate collar was an asset of $5.8 million, recorded in Prepaid expenses and other in the accompanying Consolidated Balance Sheets. As of December 31, 2022, the fair value of the interest rate collar was a liability of $10.4 million, of 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.

Debt Covenant Compliance

As of December 31, 2023, 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, 2023 were as follows (in thousands):

Years Ending December 31,
2024			$	711,154
2025			3,530,083
2026			1,037,471
2027			2,248,278
2028			1,350,000
Thereafter			2,950,000
			11,826,986
WML Convertible Bond Conversion Option Derivative			73,744
Unamortized debt issuance costs and original issue discounts and premium, net			(162,393)
			$	11,738,337

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of December 31, 2023 and 2022, was approximately $11.49 billion and $11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $11.83 billion, and $12.16 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 8 - WML Convertible Bond Conversion Option Derivative

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument. Embedded derivatives are required to be bifurcated and accounted for separately from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, freestanding instrument with the same terms would qualify as a derivative instrument. The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative. In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds. Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to expected share-price volatility, risk-free interest rate, expected term, and dividend yield. The Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds. The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity. The dividend yield is based on the historical WML dividend rate over the last several years.

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

			December 31, 2023						March 2, 2023 (Pricing date)
WML stock price			HK$	6.43					HK$	8.08
Estimated volatility			34.0		%				26.0		%
Risk-free interest rate			3.3		%				4.2		%
Expected term (years)			5.2						6.0
Dividend yield			0.0		%				0.0		%

In connection with the completion of the Offering on March 7, 2023, the Company recognized a debt discount and a corresponding liability for the embedded derivative, based on an estimated fair value of $123.5 million. The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of December 31, 2023, the estimated fair value of the embedded derivative was a liability of $73.7 million, recorded within Long-term debt within the accompanying Consolidated Balance Sheet. In connection with the change in fair value, the Company recorded a gain of $49.7 million within Change in derivatives fair value in the accompanying Consolidated Statements of Operations for the year ended December 31, 2023.

Note 9 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's board of directors authorized an equity repurchase program of up to $1.00 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, 2023, the Company repurchased 2,206,573 shares of its common stock at an average price of $88.61 per share for an aggregate cost of $195.5 million under the equity repurchase program. During the year ended December 31, 2022, repurchased 2,956,331 shares of its common stock at an average price of $57.95 per share for an aggregate cost of $171.3 million under the equity repurchase program. As of December 31, 2023, the Company had $433.4 million in repurchase authority remaining under the program.

Dividends

The Company paid a cash dividend of $0.25 per share in each of the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023 and recorded $28.5 million, $28.2 million and $28.4 million respectively, against accumulated deficit. No dividends were paid during the years ended December 31, 2022 and 2021.

On February 7, 2024, the Company declared a cash dividend of $0.25 per share, payable on February 29, 2024 to stockholders of record as of February 20, 2024.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

WML Securities Lending Agreement

In connection with the WML Convertible Bonds Offering, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 72% ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") on March 2, 2023 (as amended on March 30, 2023, the "Securities Lending Agreement"), pursuant to which WM Cayman I has agreed to lend to the WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions in the Securities Lending Agreement. WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML Stock Borrower no less than five business days' notice. The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier. On March 6, 2023, the WML Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and on April 3, 2023 returned 280,000,000 of such shares to WM Cayman I. As of the date of this report, the WML Stock Borrower held 179,774,985 WML shares under the Securities Lending Agreement.

Retail Joint Venture

During the years ended December 31, 2023, 2022 and 2021, the Retail Joint Venture made aggregate distributions of $22.6 million, $27.7 million and $18.8 million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 19, "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 10 - Fair Value Measurements

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

									Fair Value Measurements Using:
			December 31, 2023						Quoted Market Prices in Active Markets (Level 1)						Other Observable Inputs (Level 2)						Unobservable Inputs (Level 3)
Assets:
Cash equivalents			$	1,802,712					$	—					$	1,802,712					$	—
Restricted cash			$	90,226					$	2,170					$	88,056					$	—
Fixed deposits			$	550,000					$	—					$	550,000					$	—
Interest rate collar			$	5,769					$	—					$	5,769					$	—
Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 8)			$	73,744					$	—					$	—					$	73,744
									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					$	—

Note 11 - 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 through contributions to this plan. The Company matches 50% of employee contributions, up to 6% of employees' eligible compensation. During the years ended December 31, 2023, 2022 and 2021, the Company recorded matching contribution expenses of $10.2 million, $8.7 million, and $8.0 million 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, 2023, 2022 and 2021, the Company recorded matching contribution expenses of $16.3 million, $17.0 million, and $17.2 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Multi-Employer Pension Plans

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 November 30, 2028. 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 $15.8 million, $13.5 million, and $9.8 million for contributions to the Plan for the years ended December 31, 2023, 2022 and 2021, respectively. For the 2022 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 2022 plan year. 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 International Brotherhood of Teamsters, Local 986, which expires July 21, 2024. The legal name of the multi-employer pension plan is the Western Conference of Teamsters Pension Trust Fund (the "Fund") (EIN: 91-6145047 Plan Numbers: 217718, 217830). The Company recorded expenses of $0.2 million for contributions to the Fund for the year ended December 31, 2023.

Beginning as of January 1, 2024, Encore Boston Harbor contributes to multi-employer defined benefit pension plans for certain of its union employees under the terms of the collective-bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which expires on August 31, 2026. The legal names of the multi-employer pension plans are the UNITE HERE! Workers and Hospitality Employers Variable Defined Benefit Pension Fund (the "UNITE Plan") (EIN: 45-4227067 Plan Number: 026) and the New England Teamsters Pension Fund (the "Teamsters Plan") (EIN: 04-6372430 Plan Number: 001). Based on information the Company received from the UNITE Plan, it was certified to be in neither endangered nor critical status for 2022. Based on information the Company received from the Teamsters Plan, it is in critical and declining status for 2024 as defined in the Pension Protection Act of 2006, and as amended by the Multiemployer Pension Reform Act of 2014.

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 12 - 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, 2023						December 31, 2022						Increase/ (Decrease)						December 31, 2022						December 31, 2021						Increase/ (Decrease)
Casino outstanding chips and front money deposits(1)			$	433,269					$	390,531					$	42,738					$	390,531					$	352,830					$	37,701
Advance room deposits and ticket sales(2)			89,640						85,019						4,621						85,019						55,438						29,581
Other gaming-related liabilities(3)			24,964						31,265						(6,301)						31,265						26,515						4,750
Loyalty program and related liabilities(4)			31,106						35,083						(3,977)						35,083						34,695						388
			$	578,979					$	541,898					$	37,081					$	541,898					$	469,478					$	72,420

(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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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.

Note 13 - 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, 2023, the Company had 1,585,472 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. The maximum number of shares which may be issued pursuant to WML's stock-based compensation plans is a combined aggregate of 523,843,160 shares. As of December 31, 2023, there were 521,567,160 shares available for issuance under WML's stock-based compensation plans.

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

WML adopted the WML Share Option Plan on May 25, 2023 to supersede its share option plan adopted on May 30, 2019. The WML share option plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers 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 25, 2023.

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

WML adopted the WML Share Award Plan on May 25, 2023 to supersede its employee ownership scheme adopted on June 30, 2014. The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Award Plan was adopted for a period of 10 years commencing from May 25, 2023.

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, 2023, there were 30,984 shares available to grant under the WIL Omnibus Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock Options

The summary of stock option activity for the year ended December 31, 2023 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, 2023			56,269						$	61.14
Granted			—						$	—
Exercised			(32,284)						$	60.89
Forfeited or expired			—						$	—
Outstanding as of December 31, 2023			23,985						$	61.48					1.48						$	710,776
Fully vested and expected to vest as of December 31, 2023			23,985						$	61.48					1.48						$	710,776
Exercisable as of December 31, 2023			23,985						$	61.48					1.48						$	710,776
WML Share Option Plan
Outstanding as of January 1, 2023			33,003,400						$	1.68
Granted			5,017,000						$	0.76
Exercised			—						$	—
Forfeited or expired			(800,000)						$	3.18
Outstanding as of December 31, 2023			37,220,400						$	1.52					6.85						$	1,367,352
Fully vested and expected to vest as of December 31, 2023			37,220,400						$	1.52					6.85						$	1,367,352
Exercisable as of December 31, 2023			19,288,200						$	1.96					5.45						$	210,563
WIL Omnibus Plan
Outstanding as of January 1, 2023			79,883						$	878.27
Granted			—						$	—
Exercised			—						$	—
Forfeited or expired			(12,145)						$	489.23
Outstanding as of December 31, 2023			67,738						$	111.35					6.98						$	—
Fully vested and expected to vest as of December 31, 2023			67,738						$	111.35					6.98						$	—
Exercisable as of December 31, 2023			59,525						$	113.49					6.95						$	—

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,
			2023						2022						2021
WRL Omnibus Plan**(1)**
Weighted average grant date fair value			$	—					$	18.56					$	—
WML Share Option Plan**(2)**
Weighted average grant date fair value			$	0.25					$	0.26					$	0.26
Intrinsic value of stock options exercised			$	—					$	—					$	—
Cash received from the exercise of stock options			$	—					$	—					$	—
WIL Omnibus Plan**(3)**
Weighted average grant date fair value			$	—					$	35.36					$	159.51
Intrinsic value of stock options exercised			$	—					$	1,241					$	—

(1)As of December 31, 2023, there was no unamortized compensation expense related to stock options.

(2)As of December 31, 2023, there was $5.0 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.18 years.

(3)As of December 31, 2023, there was $1.6 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 0.97 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,
			2023						2022						2021
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,
			2023						2022						2021
Expected dividend yield			5.7		%				1.3		%				2.9		%
Expected volatility			53.8		%				45.7		%				46.4		%
Risk-free interest rate			3.6		%				3.2		%				1.1		%
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,
			2023						2022						2021
Expected dividend yield			—		%				—		%				—		%
Expected volatility			—		%				47.5		%				50.0		%
Risk-free interest rate			—		%				2.93		%				0.60		%
Expected term (years)			—						5.1						6.3

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, 2023 is presented below:

			Shares						Weighted Average Grant Date Fair Value
WRL Omnibus Plan
Nonvested as of January 1, 2023			838,471						$	93.18
Granted			727,522						$	94.13
Vested			(565,079)						$	88.24
Forfeited			(23,256)						$	89.31
Nonvested as of December 31, 2023			977,658						$	96.62
WML Share Award Plan
Nonvested as of January 1, 2023			20,318,446						$	0.97
Granted			6,908,870						$	1.08
Vested			(3,746,630)						$	1.44
Forfeited			(1,148,880)						$	1.07
Nonvested as of December 31, 2023			22,331,806						$	0.92
WIL Omnibus Plan
Nonvested as of January 1, 2023			10,886						$	37.20
Granted			—						$	—
Vested			(1,854)						$	37.07
Forfeited			(6,822)						$	37.31
Nonvested as of December 31, 2023			2,210						$	36.95

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, 2023, 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,
			2023						2022						2021
WRL Omnibus Plan
Weighted average grant date fair value			$	94.13					$	62.34					$	108.68
Fair value of shares vested			$	56,689					$	52,965					$	41,133
WML Share Award Plan
Weighted average grant date fair value			$	1.08					$	0.62					$	1.56
Fair value of shares vested			$	3,941					$	20,547					$	4,771

As of December 31, 2023, there was $55.8 million of unamortized compensation expense related to nonvested shares under the WRL Omnibus Plan, which is expected to be recognized over a weighted average period of 2.24 years. As of

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2023, there was $12.5 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.51 years.

Performance Share Units ("PSUs")

Certain members of the Wynn Resorts executive management team receive grants of PSUs that are subject to service and market conditions. Each PSU represents the right to receive between 0 and 1.6 shares of Wynn Resorts common stock depending on the performance of the common stock over a three-year period. The summary of PSU activity during the year ended December 31, 2023 is provided below:

			Units						Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2023			—						$	—
Granted			24,910						$	121.70
Vested			—						$	—
Forfeited			—						$	—
Nonvested as of December 31, 2023			24,910						$	121.70

The fair value of PSUs granted under the WRL Omnibus Plan during the year ended December 31, 2023 was estimated on the date of grant using a risk-free rate of 3.80% and expected volatility of 55.0%.

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 $8.0 million, $6.6 million and $9.3 million for each of the years ended December 31, 2023, 2022 and 2021, respectively. The Company settled its obligations for the 2023, 2022, and 2021 annual incentive bonuses by issuing 84,130, 67,320, and 108,224 of vested shares with a weighted-average grant date fair value of $95.26, $98.61, and $85.80, 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,
			2023						2022						2021
Casino			$	2,163					$	12,401					$	13,899
Rooms			800						1,252						1,525
Food and beverage			1,636						2,417						3,264
Entertainment, retail and other(1)			8,230						10,964						19,978
General and administrative			51,686						40,593						56,572
Total stock-based compensation expense			64,515						67,627						95,238
Total stock-based compensation capitalized			5,268						3,246						5,058
Total stock-based compensation costs			$	69,783					$	70,873					$	100,296

(1)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, 2023, 2022 and 2021, the Company recognized income tax benefits in the Consolidated Statements of Operations of $10.0 million, $9.3 million, and $14.9 million, respectively, related to stock-based compensation expense. Additionally, during the years ended December 31, 2023, 2022, and 2021, the Company realized tax benefits of $7.5 million, $8.9 million, and $8.0 million, respectively, related to stock option exercises and restricted stock vesting that occurred in those years.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14 - 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,
			2023						2022						2021
United States			$	142,775					$	339,513					$	(264,323)
Foreign			142,608						(1,039,549)						(747,193)
Total			$	285,383					$	(700,036)					$	(1,011,516)

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

			December 31,
			2023						2022						2021
Current
U.S. Federal			$	(248)					$	825					$	—
U.S. State			6,337						2,882						—
Foreign			(194)						2,510						2,746
Total			5,895						6,217						2,746
Deferred
U.S. Federal			(483,786)						1,450						(176)
U.S. State			(20,310)						1,674						(20)
Foreign			1,367						(9)						(2,076)
Total			(502,729)						3,115						(2,272)
Total income tax provision (benefit)			$	(496,834)					$	9,332					$	474

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

			December 31,
			2023						2022						2021
U.S. Federal statutory rate			21.0		%				21.0		%				21.0		%
State tax			(2.8)		%				0.3		%				1.6		%
Foreign tax credits, net of valuation allowance			(139.8)		%				12.5		%				0.7		%
Non-taxable foreign income			(9.6)		%				(5.7)		%				(3.0)		%
Foreign tax rate differential			0.4		%				(17.0)		%				(9.4)		%
Valuation allowance, other			(43.8)		%				(3.1)		%				(6.8)		%
Other, net			0.5		%				(9.3)		%				(4.1)		%
Effective income tax rate			(174.1)		%				(1.3)		%				—		%

In 2024, Wynn Macau SA received an exemption from Macau's 12% Complementary Tax on casino gaming profits from January 1, 2023 through December 31, 2027. For the year ended December 31, 2022, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax. For the year ended December 31, 2023, the Company was exempt from the payment of Macau Complementary Tax totaling $77.4 million or $0.69 per diluted share. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

In 2024, Wynn Macau SA renewed its agreement with the Macau government that provides for a payment in lieu of complementary tax on dividend distributions which would otherwise be borne by stockholders of Wynn Macau SA from January 1, 2023 through December 31, 2025. The payment is $5.5 million for the year ended December 31, 2023.

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, 2023 and 2022, the aggregate

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

valuation allowance for deferred tax assets decreased $1.10 billion and $64.1 million, respectively. The 2023 decrease is primarily related to the release of valuation allowance on foreign tax credits ("FTCs") and certain deferred tax assets as a result of achieving sustained profitability in the U.S. The 2022 decrease is primarily related to utilization of FTCs and expiration of NOL carryforwards.

The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrued dividends of $2.3 million, $0.7 million, and $1.9 million for the years ended December 31, 2023, 2022, and 2021, 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,
			2023						2022
Deferred tax assets—U.S.:
Foreign tax credit carryforwards			$	1,244,149					$	1,917,822
Disallowed interest expense carryforward			156,224						164,676
Net operating loss carryforward			160,778						107,407
Lease liability			371,032						366,519
Property and equipment			50,903						15,220
Receivables, inventories, accrued liabilities and other			21,854						16,610
Stock-based compensation			9,984						8,332
Other tax credit carryforwards			19,813						11,289
Intangibles and related other			41,914						25,423
Other			—						5,849
			2,076,651						2,639,147
Less: valuation allowance			(1,172,982)						(2,253,912)
			903,669						385,235
Deferred tax liabilities—U.S.:
Leased asset			(371,032)						(366,519)
Prepaid insurance, maintenance and taxes			(16,186)						(14,138)
Property and equipment			—						(194)
Other			(15,584)						(7,612)
			(402,802)						(388,463)
Deferred tax assets—Foreign:
Net operating loss carryforwards			78,842						109,114
Property and equipment			87,849						74,439
Other			3,275						3,688
			169,966						187,241
Less: valuation allowance			(167,599)						(183,290)
			2,367						3,951
Deferred tax liabilities—Foreign:
Property and equipment			(2,357)						(2,628)
			(2,357)						(2,628)
Net deferred tax asset (liability)			$	500,877					$	(1,905)

As of December 31, 2023, the Company had FTC carryforwards (net of uncertain tax positions) of $1.2 billion. Of this amount, $710.7 million will expire in 2024, $47.2 million in 2025, and $486.2 million in 2027. The Company has a disallowed

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

interest carryforward of $682.3 million which does not expire. As of December 31, 2023, the Company had U.S. federal and state tax loss carryforwards of $624.6 million. As of December 31, 2022, the Company had U.S. federal and state tax loss carryforwards of $417.3 million. U.S. federal tax loss carryforwards do not expire. The Company incurred foreign tax losses of $55.1 million, $424.2 million and $394.1 million during the tax years ended December 31, 2023, 2022 and 2021, respectively. The majority of foreign tax loss carryforwards expire in 2026, 2025 and 2024, 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.

In 2023, the Company considered both the achievement of sustained profitability and cumulative income as well as forecasted income and tax planning strategies to be significant forms of positive evidence. The Company determined that the positive evidence outweighed the negative evidence and supported a release of a portion of the valuation allowance. Therefore, the Company recorded a $1.10 billion net decrease to valuation allowances, including a $971.7 million decrease to valuation allowance on FTC carryforwards. Of the $971.7 million decrease, $97.5 million relates to current year utilization and $572.6 million relates to expirations of FTCs in 2023. The remaining $301.6 million represents FTCs more likely than not to be realized based on future taxable income and tax planning strategies. The Company also recorded a $158.0 million decrease in valuation allowance on disallowed interest expense carryforward. The need for valuation allowances against deferred tax assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and circumstances.

The Company relied solely on the reversal of net taxable temporary differences in assessing the need for a valuation allowance in the year ended December 31, 2022.

As of December 31, 2023 and 2022, the Company had valuation allowances provided on its deferred tax assets as follows (in thousands):

			December 31,
			2023						2022
Foreign tax credits			$	941,249					$	1,912,955
Disallowed interest expense carryforwards			—						157,990
Intangible assets			46,084						27,164
U.S. loss carryforwards			160,778						107,407
Other U.S. deferred tax assets			24,872						48,396
Foreign loss carryforwards			80,569						109,283
Other foreign deferred tax assets			87,029						74,007
Total			$	1,340,581					$	2,437,202

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

			December 31,
			2023						2022						2021
Balance at beginning of period			$	135,979					$	141,515					$	107,661
Increases based on tax positions of the current year			15,818						12,068						14,079
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			(16,126)						(14,967)						(10,635)
Balance at end of period			$	135,671					$	135,979					$	141,515

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2023, 2022 and 2021, unrecognized tax benefits of $135.7 million, $135.9 million and $141.5 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, 2023, 2022 and 2021.

As of December 31, 2023, 2022 and 2021, $69.0 million, $69.0 million and $74.3 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, 2023, 2022 and 2021, the Company recognized no interest and penalties.

The Company anticipates that the 2019 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 timing and deductibility of income tax deductions. As a result, the Company's unrecognized tax benefits could decrease up to $1.5 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 2019 domestic income tax returns remain subject to examination by the IRS to the extent tax attributes carryforward to future years. The Company's 2020 to 2022 domestic income tax returns also remain subject to examination by the IRS. The Company's 2019 to 2022 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 2023 tax years and will continue to participate in the IRS CAP for the 2024 tax year.

On December 31, 2023, 2022 and 2021, the statute of limitations for the 2018, 2017, and 2016 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 $16.1 million, $15.0 million, and $10.6 million, respectively.

Note 15 - Earnings Per Share

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following (in thousands, except per share amounts):

			Year Ended December 31,
			2023						2022						2021
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited - basic			$	729,994					$	(423,856)					$	(755,786)
Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:
Assumed conversion of WML Convertible Bonds			(16,495)						—						—
Net income (loss) attributable to Wynn Resorts, Limited - diluted			$	713,499					$	(423,856)					$	(755,786)
Denominator:
Weighted average common shares outstanding			112,523						113,623						113,760
Potential dilutive effect of stock options, nonvested, and performance nonvested shares			332						—						—
Weighted average common and common equivalent shares outstanding			112,855						113,623						113,760
Net income (loss) attributable to Wynn Resorts, Limited per common share, basic			$	6.49					$	(3.73)					$	(6.64)
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted			$	6.32					$	(3.73)					$	(6.64)
Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share			238						895						925

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 - 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						2023						2022
Assets
Operating leases			Operating lease assets						$	1,832,896					$	1,853,164
Finance leases			Property and equipment, net						$	43,078					$	52,848
Current liabilities
Operating leases			Other accrued liabilities						$	9,295					$	9,905
Finance leases			Other accrued liabilities						$	13,412					$	18,416
Non-current liabilities
Operating leases			Long-term operating lease liabilities						$	1,631,749					$	1,615,157
Finance leases			Other long-term liabilities						$	24,028					$	29,407

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,
			2023						2022						2021
Lease cost:
Operating lease cost			$	17,173					$	18,321					$	22,878
Triple-net operating lease cost related to Encore Boston Harbor			141,722						11,773						—
Short-term lease cost			27,468						21,060						16,224
Amortization of leasehold interests in land			13,666						13,728						13,862
Variable lease cost			1,868						1,081						911
Finance lease interest cost			2,363						2,131						2,216
Total lease cost			$	204,260					$	68,094					$	56,091

			Year Ended December 31,
			2023						2022						2021
Supplemental cash flow disclosures:
Operating lease liabilities arising from obtaining operating lease assets			$	26,657					$	1,519,628					$	3,761
Finance lease liabilities arising from obtaining finance lease assets			$	8,842					$	5,906					$	7,423
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities - Operating leases			$	139,054					$	26,094					$	21,404
Cash used in financing activities - Finance leases			$	19,267					$	18,188					$	15,658

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2023						2022						2021
Other information:
Weighted-average remaining lease term - Operating leases			30.1 years						31.1 years						46.5 years
Weighted-average remaining lease term - Finance leases			19.7 years						16.0 years						14.0 years
Weighted-average discount rate - Operating leases			8.0		%				8.0		%				6.6		%
Weighted-average discount rate - Finance leases			5.8		%				5.0		%				4.7		%

The following table presents an analysis of lease liability maturities as of December 31, 2023 (in thousands):

Year Ending December 31,						Operating Leases						Finance Leases
2024						$	142,219					$	15,064
2025						142,674						4,348
2026						142,954						4,016
2027						145,444						2,551
2028						146,561						989
Thereafter						3,836,365						61,796
Total undiscounted cash flows						$	4,556,217					$	88,764
Present value
Short-term lease liabilities						$	9,295					$	13,412
Long-term lease liabilities						1,631,749						24,028
Total lease liabilities						$	1,641,044					$	37,440
Interest on lease liabilities						$	2,915,173					$	51,324

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 per year, which increases at a fixed rate of 1.75% per year for the first ten years and the greater of 1.75% or change in consumer price index, subject to a cap of 2.5%, each year 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 $124.1 million in 2024, $126.4 million in 2025, $128.8 million in 2026, $131.3 million in 2027, $133.7 million in 2028, and $3.43 billion thereafter. At December 31, 2023, 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 $4.0 million per year from 2024 to 2028 and total payments of $347.8 million thereafter. As of December 31, 2023 and 2022, the liability associated with this lease was $64.8 million and $64.3 million, respectively.

At December 31, 2023 and 2022, operating lease assets included approximately $82.5 million and $83.6 million, respectively, related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company expects that the amortization of this amount will be $1.1 million each year from 2024 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 $1.5 million per year through 2028 and total payments of $8.4 million thereafter through 2037. At December 31, 2023 and 2022, the total liability associated with these leases was $10.4 million and $13.6 million, respectively.

At December 31, 2023 and 2022, operating lease assets included $141.2 million and $154.1 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 2024 through 2028 and approximately $9.3 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,
			2023						2022						2021
Minimum rental income			$	131,901					$	126,226					$	104,860
Contingent rental income			96,831						62,586						97,521
Total rental income			$	228,732					$	188,812					$	202,381

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

Year Ending December 31,			Operating Leases
2024			$	135,414
2025			120,675
2026			87,482
2027			69,912
2028			42,834
Thereafter			65,961
Total future minimum rentals			$	522,278

Note 17 - Related Party Transactions

Wynn Al Marjan Island Agreements

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 AMI FZ-LLC entered into agreements whereby the Company has agreed to perform certain design and development services with respect to Wynn Al Marjan Island as well as certain related preopening services, in exchange for the reimbursement of its costs incurred in performing such services. The Company has additionally agreed to perform management services of the Wynn Al Marjan Island integrated resort upon its opening, expected to be in 2027. During the year ended December 31, 2023, the Company was reimbursed $19.8 million by Island 3 AMI FZ-LLC, for reimbursable costs. No costs were reimbursed during the year ended December 31, 2022. As of December 31, 2023 and 2022, the Company was owed $8.7 million and $5.0 million, respectively, by Island 3 AMI FZ-LLC, for reimbursable costs recorded in "Prepaid expenses and other" in the accompanying consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 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, 2023 and 2022, these net deposit balances with the Company were immaterial, as were the services provided.

Note 18 - Commitments and Contingencies

Macau Gaming Concession

Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP17.73 billion (approximately $2.20 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 agreed, as part of its commitment for its Gaming Concession Contract, to increase its investment in non-gaming projects (original commitment of MOP16.50 billion (approximately $2.05 billion) by 20% once market-wide gross gaming revenues reached MOP180.00 billion (approximately $22.36 billion) in any one year (the "Trigger Event"). As market wide gross gaming revenue exceeded MOP180.00 billion (approximately $22.36 billion) in 2023, the Trigger Event occurred at the end of 2023 and each gaming concessionaire is now required to increase its original committed investment amount in non-gaming projects by 20%. Wynn Macau SA will comply with its further investment commitment by investing MOP3.30 billion (approximately $409.9 million) over the course of the remaining 9 years of the Gaming Concession Contract in non-gaming capital projects. The scope, nature and timing of the additional investment in non-gaming capital projects will be mutually agreed between Wynn Macau SA and the Macau SAR Government in due course and according to the terms of the Gaming Concession Contract.

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

(i) Special gaming premium - The Company is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount determined by the Macau government. 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Wynn Al Marjan Island Funding Commitment

Pursuant to the shareholders' agreement governing Island 3 AMI FZ-LLC, the unconsolidated entity in which the Company has a 40% ownership interest and which owns the Wynn Al Marjan Island integrated resort development project in Ras Al Khaimah, United Arab Emirates, the Company, and the entity's other shareholders, have committed to fund the development of the project through capital contributions in an amount up to its pro rata share of at least 20% of the project budget. The amount and timing of such contributions are subject to approval by the entity's shareholders.

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, 2023, the Company was obligated to make future payments of $97.0 million, $66.1 million, $25.1 million, $6.8 million, $2.1 million, and $2.7 million during the years ending December 31, 2024, 2025, 2026, 2027, 2028, 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, 2023, the Company was obligated under these arrangements to make future minimum payments as follows (in thousands):

Year Ending December 31,
2024			$	320,474
2025			104,317
2026			43,598
2027			32,326
2028			28,152
Thereafter			110,341
Total minimum payments			$	639,208

Letters of Credit

As of December 31, 2023, the Company had outstanding letters of credit of $13.5 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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 current CEO Craig Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A. Wynn, Kimmarie Sinatra, and Steven Cootey. On March 2, 2023, the court granted the plaintiffs' motion for class certification and appointed lead counsel. The parties are now proceeding with discovery.

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

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 19 - 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 2023 and 2022, the Retail Joint Venture had total assets of $102.5 million and $102.9 million, respectively, and total liabilities of $621.9 million and $620.9 million, respectively. The Retail Joint Venture's total liabilities as of December 31, 2023 and 2022 included long-term debt of $614.1 million and $613.5 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 20 - 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

			Year Ended December 31,
			2023						2022						2021
Operating revenues
Macau Operations:
Wynn Palace
Casino			$	1,471,280					$	255,886					$	677,917
Rooms			201,783						40,079						69,022
Food and beverage			104,566						35,546						47,985
Entertainment, retail and other(1)			109,215						78,778						88,083
			1,886,844						410,289						883,007
Wynn Macau
Casino			970,269						216,639						476,999
Rooms			109,308						25,691						50,492
Food and beverage			68,017						25,334						32,420
Entertainment, retail and other(1)			65,940						43,585						66,104
			1,213,534						311,249						626,015
Total Macau Operations			3,100,378						721,538						1,509,022
Las Vegas Operations:
Casino			628,185						535,279						426,440
Rooms			784,385						651,291						425,777
Food and beverage			770,401						702,515						489,587
Entertainment, retail and other(1)			297,635						243,051						161,877
Total Las Vegas Operations			2,480,606						2,132,136						1,503,681
Encore Boston Harbor:
Casino			648,668						624,738						552,064
Rooms			90,195						85,078						47,280
Food and beverage			85,653						82,818						63,919
Entertainment, retail and other(1)			41,270						38,439						28,260
Total Encore Boston Harbor			865,786						831,073						691,523
Wynn Interactive:
Entertainment, retail and other			85,127						72,078						59,438
Total Wynn Interactive			85,127						72,078						59,438
Total operating revenues			$	6,531,897					$	3,756,825					$	3,763,664

(1)Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 16, "Leases".

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2023						2022						2021
Adjusted Property EBITDAR**(1)**
Macau Operations:
Wynn Palace			$	615,846					$	(96,557)					$	91,646
Wynn Macau			338,091						(124,047)						4,209
Total Macau Operations			953,937						(220,604)						95,855
Las Vegas Operations			946,243						801,095						530,878
Encore Boston Harbor			257,409						243,386						210,068
Wynn Interactive			(42,646)						(98,490)						(267,360)
Total			2,114,943						725,387						569,441
Other operating expenses
Pre-opening			9,468						20,643						6,821
Depreciation and amortization			687,270						692,318						715,962
Gain on EBH Transaction, net			—						(181,989)						—
Impairment of goodwill and intangible assets			94,490						48,036						10,254
Property charges and other(2)			130,877						65,116						40,508
Corporate expenses and other			146,430						102,539						95,199
Stock-based compensation			64,515						67,627						95,238
Triple-net operating lease rent expense			141,722						11,773						—
Total other operating expenses			1,274,772						826,063						963,982
Operating income (loss)			840,171						(100,676)						(394,541)
Other non-operating income and expenses
Interest income			175,785						29,758						3,213
Interest expense, net of amounts capitalized			(751,509)						(650,885)						(605,562)
Change in derivatives fair value			45,098						15,956						11,360
Loss on debt financing transactions			(12,683)						—						(2,060)
Other			(11,479)						5,811						(23,926)
Total other non-operating income and expenses			(554,788)						(599,360)						(616,975)
Income (loss) before income taxes			285,383						(700,036)						(1,011,516)
Benefit (provision) for income taxes			496,834						(9,332)						(474)
Net income (loss)			782,217						(709,368)						(1,011,990)
Net (income) loss attributable to noncontrolling interests			(52,223)						285,512						256,204
Net income (loss) attributable to Wynn Resorts, Limited			$	729,994					$	(423,856)					$	(755,786)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1)"Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. The Company also presents Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income (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, interest payments, 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.

(2)For the year ended December 31, 2023, includes $94.9 million related to the Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

			Year Ended December 31,
			2023						2022						2021
Capital expenditures
Macau Operations:
Wynn Palace			$	66,262					$	31,946					$	37,169
Wynn Macau			25,602						13,003						25,249
Total Macau Operations			91,864						44,949						62,418
Las Vegas Operations			187,150						226,386						168,788
Encore Boston Harbor			70,578						20,187						38,730
Wynn Interactive			4,620						4,925						13,624
Corporate and other			88,581						3,680						7,097
Total			$	442,793					$	300,127					$	290,657

			December 31,
			2023						2022						2021
Assets
Macau Operations:
Wynn Palace			$	2,936,264					$	2,884,073					$	3,122,424
Wynn Macau			1,864,211						1,430,051						1,032,521
Other Macau			886,175						268,017						1,173,913
Total Macau Operations			5,686,650						4,582,141						5,328,858
Las Vegas Operations			3,173,247						3,168,597						3,063,897
Encore Boston Harbor			2,006,565						2,080,424						2,193,117
Wynn Interactive			81,231						213,837						287,805
Corporate and other			3,048,530						3,370,101						1,657,149
Total			$	13,996,223					$	13,415,100					$	12,530,826

			December 31,
			2023						2022						2021
Long-lived assets
Macau			$	3,191,134					$	3,382,284					$	3,678,236
United States			5,585,943						5,570,249						5,604,531
Total			$	8,777,077					$	8,952,533					$	9,282,767

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 2023 and 2022, 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, 2023
			First						Second						Third						Fourth						Year
Operating revenues			$	1,423,679					$	1,595,822					$	1,671,936					$	1,840,460					$	6,531,897
Operating income			$	169,515					$	250,336					$	62,595					$	357,725					$	840,171
Net income (loss)			$	1,146					$	127,835					$	(120,541)					$	773,777					$	782,217
Net income (loss) attributable to Wynn Resorts, Limited			$	12,332					$	105,184					$	(116,678)					$	729,156					$	729,994
Basic income (loss) per share			$	0.11					$	0.93					$	(1.03)					$	6.53					$	6.49
Diluted income (loss) per share			$	(0.02)					$	0.84					$	(1.03)					$	6.19					$	6.32

			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)