What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-06 compared with 2024-05-07 · 156 added, 81 removed, 548 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

51 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

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

2024 2023 2024 2023

Operating revenues:

26 unchanged sentences

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

net (income) loss attributable to noncontrolling interests ( 32,282 ) 11,186

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

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

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

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

Basic and diluted net income per common share:

Net income attributable to Wynn Resorts, Limited:

Basic $ 1.01 $ 0.93 $ 2.31 $ 1.04

7 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2024 2023 2024 2023

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

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustments, before and after tax ( 3,643 ) ( 3,595 ) ( 1,654 ) 11,568

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

comprehensive (income) loss attributable to noncontrolling interests ( 32,847 ) 6,902

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

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

3 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2024

For the three months ended June 30, 2024

outstanding Par

8 unchanged sentences

stockholders'

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

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

Currency translation adjustment — — — — ( 2,617 ) — ( 2,617 ) ( 1,026 ) ( 3,643 )

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

Issuance of restricted stock 65,310 — — — — — — — —

Cancellation of restricted stock ( 5,756 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 755,641 ) — ( 69,423 ) — — — ( 69,423 ) — ( 69,423 )

Cash dividends declared — — — — — ( 28,014 ) ( 28,014 ) ( 14,376 ) ( 42,390 )

Distribution to noncontrolling interest — — — — — — — ( 2,645 ) ( 2,645 )

Transactions with subsidiary minority shareholders — — — ( 74 ) — — ( 74 ) 74 —

Stock-based compensation — — — 15,314 — — 15,314 932 16,246

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

For the three months ended June 30, 2023

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, 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 )

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, 2024

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

deficit Noncontrolling

interests Total

stockholders'

Balances, January 1, 2024 111,737,245 $ 1,330 $ ( 1,836,326 ) $ 3,647,161 $ 3,406 $ ( 2,066,953 ) $ ( 251,382 ) $ ( 849,552 ) $ ( 1,100,934 )

9 unchanged sentences

Stock-based compensation — — — 27,808 — — 27,808 2,333 30,141

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

For the Three Months Ended March 31, 2023

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

For the six months ended June 30, 2023

outstanding Par

9 unchanged sentences

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

3 unchanged sentences

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 )

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 )

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 ( 191,337 ) ( 215,299 )

Investments in unconsolidated affiliate ( 69,928 ) —

Investment in unconsolidated affiliates ( 428,964 ) ( 31,193 )

Purchase of investments — ( 286,519 )

Proceeds from maturity of investments 350,000 —

Purchase of intangible and other assets ( 2,614 ) ( 11,740 )

11 unchanged sentences

Other ( 4,486 ) ( 7,773 )

Net cash (used in) provided by financing activities ( 604,363 ) 121,003

Net cash used in financing activities ( 895,791 ) ( 18,807 )

Effect of exchange rate on cash, cash equivalents and restricted cash 195 ( 2,864 )

Cash, cash equivalents and restricted cash:

(Decrease) increase in cash, cash equivalents and restricted cash ( 459,063 ) 155,977

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

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

11 unchanged sentences

In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort.

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

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

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

1 unchanged sentence

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

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

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

6 unchanged sentences

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

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

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

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

7 unchanged sentences

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

These taxes totaled $ 488.8 million and $ 310.4 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the Company held $ 550.0 million in fixed deposits, recorded at fair value, and $ 298.7 million in debt securities, recorded at amortized cost within Investments on the Condensed Consolidated Balance Sheets.

The estimated fair value of the Company's debt securities as of March 31, 2024 was approximately $ 298.6 million and the gross unrecognized holding loss was $ 0.1 million.

As of March 31, 2024, the Company had $ 12.2 million in accrued interest on its debt securities, recorded in Investments on the Condensed Consolidated Balance Sheets.

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

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

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

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

4 unchanged sentences

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

During the three months ended March 31, 2024 and 2023, no impairment was recognized.

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

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

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

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

During the three months ended March 31, 2024, no impairment was recognized.

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

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

Investment in Unconsolidated Affiliate

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

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

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

Recently Issued Accounting Standards

4 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Cash and cash equivalents:

8 unchanged sentences

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

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations, cash held in a trust in accordance with WML's share award plan, and as of March 31, 2024 and December 31, 2023 included $ 86.9 million and $ 87.0 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A.

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

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

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 $ 342,525 $ 346,055

3 unchanged sentences

$ 200,251 $ 205,875

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

Finance lease liabilities arising from obtaining finance lease assets $ 4,669 $ 657

Financing costs included in accounts payable and other liabilities $ 850 $ 1,804

(1) For the three months ended March 31, 2024 and 2023, included $ 196.9 million and $ 199.6 million related to the Macau gaming premium in connection with Wynn Macau SA's gaming concession contract.

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

Note 4 - Receivables, net

1 unchanged sentence

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Casino $ 183,958 $ 218,694

4 unchanged sentences

$ 317,643 $ 341,712

As of March 31, 2024 and December 31, 2023, approximately 68.4 % and 68.2 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

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

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 20.7 % and 15.9 % of gross casino receivables as of March 31, 2024 and December 31, 2023, respectively.

The Company’s allowance for casino credit losses was 18.0 % and 15.9 % of gross casino receivables as of June 30, 2024 and December 31, 2023, respectively.

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

11 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Buildings and improvements $ 8,490,529 $ 8,459,085

6 unchanged sentences

$ 6,492,579 $ 6,688,479

As of March 31, 2024 and December 31, 2023, 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, 2024 and 2023 was $ 158.1 million and $ 154.1 million, respectively.

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

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Macau Related:

24 unchanged sentences

Total long-term debt, net of current portion $ 9,739,417 $ 11,028,744

(1) As of March 31, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or HIBOR, in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 281.3 million and $ 1.07 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 March 31, 2024, the weighted average interest rate was approximately 6.80 %.

As of March 31, 2024, the available borrowing capacity under the WM Cayman II Revolver was $ 149.6 million.

(2) As of March 31, 2024, the net carrying amount of the WML Convertible Bonds was $ 484.1 million, with unamortized debt discount and debt issuance costs of $ 115.9 million.

The Company recorded contractual interest expense of $ 6.8 million and $ 1.8 million and amortization of discounts and issuance costs of $ 4.6 million and $ 1.1 million during the three months ended March 31, 2024 and 2023, respectively.

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

Approximately $ 247.4 million and $ 939.1 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975 % per year and HIBOR plus 1.875 % per year, respectively.

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

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

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

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

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

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

As of March 31, 2024, the weighted average interest rate was approximately 7.18 %.

Additionally, as of March 31, 2024, the available borrowing capacity under the WRF Revolver was $ 737.2 million, net of $ 12.8 million in outstanding letters of credit.

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

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

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

As of March 31, 2024, the interest rate was 5.47 %.

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

WRF Senior Notes

1 unchanged sentence

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

WLV Senior Notes

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

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

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

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

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

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

Debt Covenant Compliance

As of March 31, 2024, management believes the Company was in compliance with all debt covenants.

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

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of March 31, 2024 and December 31, 2023, was approximately $ 11.04 billion and $ 11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.27 billion and $ 11.83 billion, respectively.

The estimated fair value of the Company's long-term debt as of June 30, 2024 and December 31, 2023 was approximately $ 10.85 billion and $ 11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.10 billion and $ 11.83 billion, respectively.

The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

2 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

WML stock price HK$ 6.40 HK$ 6.43

3 unchanged sentences

Dividend yield (1)

As of March 31, 2024 and December 31, 2023, the estimated fair value of the embedded derivative was a liability of $ 90.0 million and $ 73.7 million, respectively, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheets.

In connection with the change in fair value, the Company recorded a loss of $ 16.3 million and a gain of $ 24.9 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2024 and 2023, respectively.

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

1 unchanged sentence

Note 8 - Stockholders' Deficit

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

On May 7, 2024, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on May 31, 2024 to stockholders of record as of May 20, 2024.

Equity Repurchase Program

In April 2016, the Company's Board of Directors authorized an equity repurchase program of up to $ 1.00 billion, which may include repurchases by the Company of its common stock from time to time through open market purchases, privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

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

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

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

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

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

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

Noncontrolling Interests

Wynn Macau, Limited

The WML Board of Directors has recommended the payment of a final dividend of HK$ 0.075 per share on its common stock, for a total U.S.

dollar equivalent of approximately $ 50.3 million, in respect of the year ended December 31, 2023.

The payment of the final dividend is conditional upon shareholder approval at WML's 2024 Annual General Meeting to be held on May 30, 2024.

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

dollar equivalent of approximately $ 50.4 million.

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

WML Securities Lending Agreement

4 unchanged sentences

Retail Joint Venture

During the three months ended March 31, 2024 and 2023, the Retail Joint Venture made aggregate distributions of approximately $ 6.0 million and $ 4.5 million, respectively, to its non-controlling interest holder.

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

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

4 unchanged sentences

Fair Value Measurements Using:

March 31, 2024 Quoted

June 30, 2024 Quoted

Active Markets

23 unchanged sentences

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

March 31, 2024 December 31, 2023 Increase / (decrease) March 31, 2023 December 31, 2022 Increase / (decrease)

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

Casino outstanding chips and front money deposits (1)

19 unchanged sentences

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Casino $ 791 $ 512 $ 1,466 $ 989

7 unchanged sentences

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 20.0 million and $ 1.0 million for the three months ended March 31, 2024 and 2023, respectively, primarily related to its U.S.-based operating profits.

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

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

2 unchanged sentences

Note 13 - Earnings Per Share

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

Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or beginning of the period presented under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

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

Diluted EPS is computed by dividing net income attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or beginning of the period presented under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

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

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

Three Months Ended March 31,

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

2024 2023 2024 2023

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

1 unchanged sentence

Assumed conversion of WML Convertible Bonds ( 10,586 ) ( 10,629 ) — ( 22,600 )

Net income (loss) attributable to Wynn Resorts, Limited - diluted $ 144,216 $ ( 2,234 )

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

Weighted average common shares outstanding 110,937 112,889 110,980 112,821

2 unchanged sentences

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

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ 1.30 $ ( 0.02 )

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

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 339 321 325 344

2 unchanged sentences

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,

2024 2023 2024 2023

Minimum rental income $ 33,838 $ 31,811 $ 68,008 $ 65,649

27 unchanged sentences

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

Note 16 - Retail Joint Venture

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 - Retail Joint Venture

As of March 31, 2024 and December 31, 2023, the Retail Joint Venture had total assets of $ 100.4 million and $ 102.5 million, respectively, and total liabilities of $ 622.3 million and $ 621.9 million, respectively.

As of March 31, 2024 and December 31, 2023, the Retail Joint Venture's liabilities included long-term debt of $ 614.2 million and $ 614.1 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

10 unchanged sentences

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,

2024 2023 2024 2023

Operating revenues

35 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31,

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

2024 2023 2024 2023

Adjusted Property EBITDAR (1)

11 unchanged sentences

Property charges and other (2)

38,815 16,019 55,763 18,477

Corporate expenses and other 33,710 32,748 73,615 67,238

13 unchanged sentences

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

Net (income) loss attributable to noncontrolling interests ( 32,282 ) 11,186

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

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

9 unchanged sentences

Also, the Company's calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Macau Operations:

8 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements