What changed in this filing

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Item 1. Financial Statements

2023-08-09 compared with 2023-05-09 · 196 added, 87 removed, 604 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Current assets:

1 unchanged sentence

Restricted cash 3,904 4,819

Investment securities 288,201 —

Accounts receivable, net of allowance for credit losses of $ 57,261 and $ 78,842

46 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Operating revenues:

26 unchanged sentences

Net income (loss) 127,835 ( 213,422 ) 128,981 ( 468,032 )

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

net (income) loss attributable to noncontrolling interests ( 22,651 ) 83,371 ( 11,465 ) 154,657

Net income (loss) attributable to Wynn Resorts, Limited $ 105,184 $ ( 130,051 ) $ 117,516 $ ( 313,375 )

10 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2023 2022 2023 2022

Net income (loss) $ 127,835 $ ( 213,422 ) $ 128,981 $ ( 468,032 )

2 unchanged sentences

Total comprehensive income (loss) 124,240 ( 212,538 ) 140,549 ( 462,551 )

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

comprehensive (income) loss attributable to noncontrolling interests ( 21,615 ) 83,015 ( 14,713 ) 153,001

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ 102,625 $ ( 129,523 ) $ 125,836 $ ( 309,550 )

3 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2023

For the three months ended June 30, 2023

outstanding Par

8 unchanged sentences

stockholders'

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

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

Currency translation adjustment — — — — ( 2,559 ) — ( 2,559 ) ( 1,036 ) ( 3,595 )

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

Issuance of restricted stock 147,628 1 — ( 2 ) — — ( 1 ) — ( 1 )

Cancellation of restricted stock ( 8,209 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 11,528 ) — ( 1,260 ) — — — ( 1,260 ) — ( 1,260 )

Cash dividends declared — — — — — ( 28,481 ) ( 28,481 ) — ( 28,481 )

Distribution to noncontrolling interest — — — ( 2,994 ) — — ( 2,994 ) ( 1,449 ) ( 4,443 )

Stock-based compensation — — — 16,814 — — 16,814 1,859 18,673

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

For the three months ended June 30, 2022

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

deficit Noncontrolling

interests Total

stockholders'

Balances, April 1, 2022 115,917,961 $ 1,318 $ ( 1,448,040 ) $ 3,571,666 $ 9,301 $ ( 2,471,285 ) $ ( 337,040 ) $ ( 696,219 ) $ ( 1,033,259 )

Net loss — — — — — ( 130,051 ) ( 130,051 ) ( 83,371 ) ( 213,422 )

Currency translation adjustment — — — — 528 — 528 356 884

Issuance of restricted stock 178,038 2 — ( 2 ) — — — — —

Cancellation of restricted stock ( 3,405 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 2,384,952 ) — ( 137,638 ) — — — ( 137,638 ) — ( 137,638 )

Distribution to noncontrolling interest — — — — — — — ( 7,244 ) ( 7,244 )

Transactions with subsidiary minority shareholders — — — ( 16,750 ) — — ( 16,750 ) 19,646 2,896

Stock-based compensation — — — 11,584 — 5 11,589 1,940 13,529

Balances, June 30, 2022 113,707,642 $ 1,320 $ ( 1,585,678 ) $ 3,566,498 $ 9,829 $ ( 2,601,331 ) $ ( 609,362 ) $ ( 764,892 ) $ ( 1,374,254 )

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

For the six months ended June 30, 2023

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

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

stockholders'

deficit Noncontrolling

interests Total

stockholders'

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

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

Net income — — — — — 117,516 117,516 11,465 128,981

Currency translation adjustment — — — — 8,320 — 8,320 3,248 11,568

Exercise of stock options 32,284 — — 1,965 — — 1,965 — 1,965

Issuance of restricted stock 668,329 6 — 6,632 — — 6,638 — 6,638

1 unchanged sentence

Shares repurchased by the Company and held as treasury shares ( 118,709 ) — ( 12,094 ) — — — ( 12,094 ) — ( 12,094 )

Cash dividends declared — — — — — ( 28,481 ) ( 28,481 ) — ( 28,481 )

Distribution to noncontrolling interest — — — ( 2,994 ) — — ( 2,994 ) ( 5,951 ) ( 8,945 )

1 unchanged sentence

Stock-based compensation — — — 30,469 — — 30,469 3,100 33,569

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

For the Three Months Ended March 31, 2022

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

For the six months ended June 30, 2022

outstanding Par

16 unchanged sentences

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

Transaction with subsidiary minority shareholders — — — ( 16,750 ) — — ( 16,750 ) 19,646 2,896

Stock-based compensation — — — 22,692 — 122 22,814 5,309 28,123

Balances, March 31, 2022 115,917,961 $ 1,318 $ ( 1,448,040 ) $ 3,571,666 $ 9,301 $ ( 2,471,285 ) $ ( 337,040 ) $ ( 696,219 ) $ ( 1,033,259 )

Balances, June 30, 2022 113,707,642 $ 1,320 $ ( 1,585,678 ) $ 3,566,498 $ 9,829 $ ( 2,601,331 ) $ ( 609,362 ) $ ( 764,892 ) $ ( 1,374,254 )

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

17 unchanged sentences

Capital expenditures, net of construction payables and retention ( 215,299 ) ( 186,038 )

Purchase of investment securities ( 286,519 ) —

Purchase of intangible and other assets ( 42,933 ) ( 9,375 )

5 unchanged sentences

Repurchase of common stock ( 12,094 ) ( 149,305 )

Proceeds from exercise of stock options 1,965 —

Proceeds from issuance of subsidiary common stock — 2,895

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

4 unchanged sentences

Other ( 7,773 ) —

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

Net cash used in financing activities ( 18,807 ) ( 150,906 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 2,864 ) ( 3,590 )

Cash, cash equivalents and restricted cash:

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

Decrease in cash, cash equivalents and restricted cash ( 35,193 ) ( 507,331 )

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

19 unchanged sentences

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

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

The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2023.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

3 unchanged sentences

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.

The preparation of condensed 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.

2 unchanged sentences

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

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

These taxes totaled $ 391.4 million and $ 106.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 701.8 million and $ 283.2 million for the six months ended June 30, 2023 and 2022, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Investment Securities

Investment securities consist of short-term investments in United States treasury bills.

Short-term investments have a maturity date of less than one year.

Adjustments are made for amortization of premiums and accretion of discounts to maturity computed under the effective interest method.

Such amortization is included in interest income together with realized gains and losses and the stated interest on such securities.

As of June 30, 2023, the Company had $ 288.2 million in investment securities, recorded at amortized cost.

The estimated fair value of the Company's investment securities as of June 30, 2023 was approximately $ 286.9 million and the gross unrecognized holding loss was $ 1.3 million.

As of June 30, 2023, the Company had $ 1.7 million in accrued interest, recorded in Investment securities on the Condensed Consolidated Balance Sheets.

As of December 31, 2022, the Company had no investment securities.

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

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

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

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

Recently Issued Accounting Standards

2 unchanged sentences

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Cash and cash equivalents:

8 unchanged sentences

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

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of March 31, 2023 and December 31, 2022 includes $ 86.6 million and $ 124.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Resorts (Macau) S.A.'s legal and contractual obligations through the term of the Gaming Concession Contract (as defined in Note 6, "Goodwill and Intangible Assets, net").

(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 June 30, 2023 and December 31, 2022 included $ 86.7 million and $ 124.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Resorts (Macau) S.A.'s legal and contractual obligations through the term of the Gaming Concession Contract (as defined in Note 6, "Goodwill and Intangible Assets, net").

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for interest, net of amounts capitalized $ 346,055 $ 292,218

3 unchanged sentences

$ 205,875 $ 5,586

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

Finance lease liabilities arising from obtaining finance lease assets $ 657 $ 4,135

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

(1) For the six months ended June 30, 2023, included $ 201.5 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 - Receivables, net

1 unchanged sentence

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Casino $ 163,699 $ 171,893

4 unchanged sentences

$ 229,794 $ 216,033

As of March 31, 2023 and December 31, 2022, approximately 63.2 % and 57.6 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of June 30, 2023 and December 31, 2022, approximately 64.2 % 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s allowance for casino credit losses was 35.2 % and 43.2 % of gross casino receivables as of March 31, 2023 and December 31, 2022, respectively.

The Company’s allowance for casino credit losses was 33.2 % and 43.2 % of gross casino receivables as of June 30, 2023 and December 31, 2022, respectively.

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

9 unchanged sentences

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Buildings and improvements $ 8,348,018 $ 8,363,427

6 unchanged sentences

$ 6,771,322 $ 6,896,060

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of June 30, 2023 and December 31, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

Depreciation expense for the three months ended June 30, 2023 and 2022 was $ 154.8 million and $ 154.1 million, respectively, and depreciation expense for the six months ended June 30, 2023 and 2022 was $ 308.9 million and $ 330.4 million, respectively.

Note 6 - Goodwill and Intangible Assets, net

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Finite-lived intangible assets:

16 unchanged sentences

Total goodwill and intangible assets, net $ 444,807 $ 245,253

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Macau Gaming Concession

4 unchanged sentences

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

6 unchanged sentences

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

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

The Company expects that amortization of the Macau Gaming Concession will be $ 10.4 million in the six months ending December 31, 2023, and $ 20.9 million each year from 2024 to 2032.

Wynn Interactive Goodwill

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

During the three months ended March 31, 2022, as a result of changes in forecasts and other industry-specific factors, the Company identified interim indicators of impairment related to the goodwill assigned to the reporting units comprising Wynn Interactive.

After revisiting the estimated fair value of those reporting units based on a combination of the income and market approaches, the Company recognized impairment of $ 30.3 million, which is recorded in Property charges and other in the accompanying Condensed Consolidated Statements of Operations.

After revisiting the estimated fair value of those reporting units based on a combination of the income and market approaches, the Company recognized impairment of $ 30.3 million.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Macau Related:

10 unchanged sentences

WRF Term Loan, due 2024 75,572 837,500

WRF Term Loan, due 2027 749,428 —

WLV 4 1/4% Senior Notes, due 2023 — 500,000

12 unchanged sentences

Total long-term debt, net of current portion $ 12,101,477 $ 11,569,316

(1) The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis, subject to a floor on the interest rate margin of 2.625 % per annum through June 30, 2023.

(1) As of June 30, 2023, the borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis, subject to a floor on the interest rate margin of 2.625 % per annum.

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

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

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

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

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

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

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

As of June 30, 2023, the weighted average interest rate was approximately 7.81 %.

As of June 30, 2023, the WM Cayman II Revolver was fully drawn.

Due to the global phase out of LIBOR, on June 27, 2023, WM Cayman II entered into an amended and restated facility agreement to, among other things, transition the base rate applicable to U.S.

dollar-denominated loans made under the WM Cayman II Revolver from LIBOR to the term secured overnight financing rate ("Term SOFR").

The new Term SOFR base rate became effective July 4, 2023.

(2) As of June 30, 2023, the net carrying amount of the WML Convertible Bonds was $ 470.7 million, with unamortized debt discount and debt issuance costs of $ 129.3 million.

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

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

As of June 30, 2023, the weighted average interest rate was approximately 6.95 %.

Additionally, as of June 30, 2023, the available borrowing capacity under the WRF Revolver was $ 737.0 million, net of $ 13.0 million in outstanding letters of credit.

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

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

As of June 30, 2023, the interest rate was 5.45 %.

On June 2, 2023, the Company entered into a second amendment to the existing term loan agreement which transitions the benchmark interest rate of the Retail Term Loan from LIBOR to the adjusted daily simple secured overnight financing rate ("SOFR"), effective July 3, 2023.

WM Cayman II Revolver Facility Agreement Amendment

Due to the global phase out of LIBOR, on June 27, 2023, WM Cayman Holdings Limited II, as borrower ("WM Cayman II"), 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 "Facility Agreement"), to transition the base rate applicable to loans denominated in U.S.

dollars made pursuant to the revolving credit facility provided thereunder (the "WM

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Cayman II Revolver") from the London Interbank Offered Rate ("LIBOR") to Term SOFR.

The new Term SOFR base rate became effective July 4, 2023.

The WM Cayman II Revolver consists of a U.S.

dollar tranche in an amount of $ 312.5 million ("Facility A") and a Hong Kong dollar tranche in an amount of HK$ 9.26 billion (equivalent to $ 1.18 billion) ("Facility B").

Pursuant to the Facility Agreement, loans provided under Facility A bear interest at a variable rate per annum equal to:

(a) Term SOFR, plus 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 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 Facility Agreement).

WML 4 1/2% Convertible Bonds, due 2029

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

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

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.

2 unchanged sentences

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

At any time on or after

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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.

8 unchanged sentences

The Trust Deed also contains customary events of default.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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 statement of operations.

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

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

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

WRF Senior Notes

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

As of June 30, 2023, the estimated fair value of the WML Convertible Bond Conversion Option Derivative was a liability of $ 77.0 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet.

WRF Credit Facility Agreement Amendment

On May 17, 2023, Wynn Resorts Finance, LLC ("WRF") and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement (the "WRF Credit Facility Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment 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 Condensed Consolidated Statement of Operations, and the Company recorded debt issuance costs of $ 5.1 million, within the Condensed Consolidated Balance Sheet.

WRF 7 1/8% Senior Notes, due 2031 and WRF 7 3/4% Senior Notes, due 2025

On February 16, 2023, WRF and its subsidiary Wynn Resorts Capital Corp.

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

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

WLV 4 1/4% Senior Notes, due 2023

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

Retail Term Loan Second Amendment

On June 2, 2023, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Borrowers") entered into a second amendment (the "Retail Term Loan Second Amendment") to their existing term loan agreement (the "Retail Term Loan Agreement").

The Retail Term Loan Second Amendment, which is effective as of July 3, 2023, amends 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.

Debt Covenant Compliance

As of March 31, 2023, management believes the Company was in compliance with all debt covenants.

As of June 30, 2023, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

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

The estimated fair value of the Company's long-term debt as of June 30, 2023 and December 31, 2022, was approximately $ 11.56 billion and $ 11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.24 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).

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

June 30, 2023 March 2, 2023 (Pricing date)

WML stock price HK$ 7.13 HK$ 8.08

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Dividend yield 0.0 % 0.0 %

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

As of June 30, 2023, the estimated fair value of the embedded derivative was a liability of $ 77.0 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet.

In connection with the change in fair value, the Company recorded a $ 21.6 million and $ 46.5 million gain within Change in derivatives fair value in the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2023, respectively.

Note 9 - Stockholders' Deficit

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

On June 6, 2023, the Company paid a cash dividend of $ 0.25 per share and recorded $ 28.5 million as a reduction of accumulated deficit.

On August 9, 2023, the Company announced a cash dividend of $ 0.25 per share, payable on August 31, 2023 to stockholders of record as of August 21, 2023.

Noncontrolling Interests

Retail Joint Venture

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

During the six months ended June 30, 2023 and 2022, the Retail Joint Venture made aggregate distributions of approximately $ 8.9 million and $ 16.5 million, respectively, to its non-controlling interest holder.

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

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Fair Value Measurements Using:

March 31, 2023 Quoted

June 30, 2023 Quoted

Active Markets

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

March 31, 2023 December 31, 2022 Increase / (decrease) March 31, 2022 December 31, 2021 Increase / (decrease)

June 30, 2023 December 31, 2022 Increase / (decrease) June 30, 2022 December 31, 2021 Increase / (decrease)

Casino outstanding chips and front money deposits (1)

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

Three Months Ended March 31,

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

2023 2022 2023 2022

Casino $ 512 $ 2,723 $ 989 $ 4,978

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Note 13 - Income Taxes

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

The Company recorded an income tax expense of $ 4.3 million and $ 0.7 million for the three months ended June 30, 2023 and 2022, respectively and an income tax expense of $ 5.3 million and $ 1.9 million for the six months ended June 30, 2023 and 2022, respectively.

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

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

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.

Given the Company’s current earnings and anticipated future earnings, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance on certain of its U.S.

deferred tax assets will no longer be needed.

Note 14 - Earnings Per Share

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

Three Months Ended March 31,

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

2023 2022 2023 2022

Net income (loss) attributable to Wynn Resorts, Limited - basic $ 105,184 $ ( 130,051 ) $ 117,516 $ ( 313,375 )

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Assumed conversion of WML Convertible Bonds ( 10,629 ) — ( 22,600 ) —

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

Net income (loss) attributable to Wynn Resorts, Limited - diluted $ 94,555 $ ( 130,051 ) $ 94,916 $ ( 313,375 )

Weighted average common shares outstanding 112,889 114,471 112,821 114,749

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Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ 0.93 $ ( 1.14 ) $ 1.04 $ ( 2.73 )

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

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ 0.84 $ ( 1.14 ) $ 0.84 $ ( 2.73 )

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 321 975 344 975

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

Three Months Ended March 31,

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

2023 2022 2023 2022

Minimum rental income $ 31,811 $ 37,233 $ 65,649 $ 61,834

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In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Macau Litigation Related to Dore

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In connection with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the "Dore Incident"), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as investments or gaming deposits that allegedly resulted in certain losses for these individuals.

The principal allegations common to the

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The 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.

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

On July 28, 2021, the court granted in part, and denied in part, the Company's motion to dismiss the amended complaint, dismissing certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's former executive officers, including Matt.

Maddox, Stephen A.

Wynn, Kimmarie Sinatra, and Steven Cootey.

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Note 17 - Retail Joint Venture

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

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

Note 18 - Segment Information

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

As of June 30, 2023 and December 31, 2022, the Retail Joint Venture had total assets of $ 112.2 million and $ 102.9 million, respectively, and total liabilities of $ 621.9 million and $ 620.9 million, respectively.

As of June 30, 2023 and December 31, 2022, the Retail Joint Venture's liabilities included long-term debt of $ 613.8 million and $ 613.5 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 18 - Segment Information

The Company has identified the following reportable segments:

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For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended March 31,

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

2023 2022 2023 2022

Operating revenues

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Entertainment, retail and other (1)

10,624 9,554 20,726 17,751

Total Encore Boston Harbor 221,932 210,154 438,238 400,950

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31,

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

2023 2022 2023 2022

Adjusted Property EBITDAR (2)

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Net income (loss) 127,835 ( 213,422 ) 128,981 ( 468,032 )

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

Net (income) loss attributable to noncontrolling interests ( 22,651 ) 83,371 ( 11,465 ) 154,657

Net income (loss) attributable to Wynn Resorts, Limited $ 105,184 $ ( 130,051 ) $ 117,516 $ ( 313,375 )

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Macau Operations:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements