UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                 

Commission File No. 000-50028

 WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

Nevada	46-0484987
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	WYNN	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at August 1, 2023
Common stock, par value $0.01	113,936,334

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-Q

INDEX

 

Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - June 30, 2023 (unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Operations (unaudited) - Three and Six Months Ended June 30, 2023 and 2022	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three and Six Months Ended June 30, 2023 and 2022	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) - Three and Six Months Ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows (unaudited) - June 30, 2023 and 2022	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	49
Part II.	Other Information
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Default Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signature		52

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,653,966	$	3,650,440
Restricted cash	3,904		4,819
Investment securities	288,201		—
Accounts receivable, net of allowance for credit losses of $57,261 and $78,842	229,794		216,033
Inventories	70,979		70,094
Prepaid expenses and other	104,920		88,201
Total current assets	4,351,764		4,029,587
Property and equipment, net	6,771,322		6,896,060
Restricted cash	89,927		127,731
Goodwill and intangible assets, net	444,807		245,253
Operating lease assets	1,838,054		1,853,164
Other assets	287,812		263,305
Total assets	$	13,783,686	$	13,415,100
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables	$	178,486	$	197,474
Customer deposits	498,136		506,148
Gaming taxes payable	142,266		44,967
Accrued compensation and benefits	156,878		187,160
Accrued interest	148,377		135,630
Current portion of long-term debt	41,250		547,543
Other accrued liabilities	180,654		192,501
Total current liabilities	1,346,047		1,811,423
Long-term debt	12,101,477		11,569,316
Long-term operating lease liabilities	1,610,787		1,615,157
Other long-term liabilities	232,539		59,569
Total liabilities	15,290,850		15,055,465
Commitments and contingencies (Note 16)
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; 132,948,390 and 132,256,185 shares issued; 113,942,935 and 113,369,439 shares outstanding, respectively	1,329		1,323
Treasury stock, at cost; 19,005,455 and 18,886,746 shares, respectively	(1,635,966)		(1,623,872)
Additional paid-in capital	3,619,241		3,583,923
Accumulated other comprehensive income (loss)	7,916		(404)
Accumulated deficit	(2,622,773)		(2,711,808)
Total Wynn Resorts, Limited stockholders' deficit	(630,253)		(750,838)
Noncontrolling interests	(876,911)		(889,527)
Total stockholders' deficit	(1,507,164)		(1,640,365)
Total liabilities and stockholders' deficit	$	13,783,686	$	13,415,100

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

3

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating revenues:
Casino	$	912,999	$	359,585	$	1,679,991	$	849,447
Rooms	276,505		201,298		549,034		371,674
Food and beverage	257,036		229,816		489,647		403,836
Entertainment, retail and other	149,282		118,133		300,829		237,209
Total operating revenues	1,595,822		908,832		3,019,501		1,862,166
Operating expenses:
Casino	543,643		244,064		1,017,028		568,143
Rooms	73,783		65,070		146,485		123,785
Food and beverage	203,922		185,471		384,541		332,127
Entertainment, retail and other	85,999		74,985		178,481		163,889
General and administrative	257,321		200,378		517,093		397,158
Provision for credit losses	(6,640)		(3,487)		(7,184)		(3,145)
Pre-opening	1,477		4,502		5,955		6,949
Depreciation and amortization	169,962		162,968		338,774		347,524
Property charges and other	16,019		26,909		18,477		72,629
Total operating expenses	1,345,486		960,860		2,599,650		2,009,059
Operating income (loss)	250,336		(52,028)		419,851		(146,893)
Other income (expense):
Interest income	44,127		2,691		84,320		3,971
Interest expense, net of amounts capitalized	(190,243)		(154,830)		(377,983)		(306,988)
Change in derivatives fair value	24,336		1,562		47,382		8,962
Loss on debt financing transactions	(3,375)		—		(15,611)		—
Other	6,959		(10,099)		(23,655)		(25,226)
Other income (expense), net	(118,196)		(160,676)		(285,547)		(319,281)
Income (loss) before income taxes	132,140		(212,704)		134,304		(466,174)
Provision for income taxes	(4,305)		(718)		(5,323)		(1,858)
Net income (loss)	127,835		(213,422)		128,981		(468,032)
Less: 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)
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:
Basic	$	0.93	$	(1.14)	$	1.04	$	(2.73)
Diluted	$	0.84	$	(1.14)	$	0.84	$	(2.73)
Weighted average common shares outstanding:
Basic	112,889		114,471		112,821		114,749
Diluted	113,198		114,471		113,143		114,749

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

4

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

 

	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)
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax	(3,595)		884		11,568		5,481
Total comprehensive income (loss)	124,240		(212,538)		140,549		(462,551)
Less: 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)

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

5

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

(unaudited)

	For the three months ended June 30, 2023
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders'  deficit
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
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders'  deficit
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.

6

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

(unaudited)

	For the six months ended June 30, 2023
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders'  deficit
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	—	—		—		—		—		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
Cancellation of restricted stock	(14,589)	—		—		—		—		—		—		—		—
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)
Transactions with subsidiary minority shareholders	6,181	—		—		(754)		—		—		(754)		754		—
Stock-based compensation	—	—		—		30,469		—		—		30,469		3,100		33,569
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
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, January 1, 2022	115,714,943	$	1,314	$	(1,436,373)	$	3,502,715	$	6,004	$	(2,288,078)	$	(214,418)	$	(621,797)	$	(836,215)
Net loss	—	—		—		—		—		(313,375)		(313,375)		(154,657)		(468,032)
Currency translation adjustment	—	—		—		—		3,825		—		3,825		1,656		5,481
Issuance of restricted stock	597,236	7		—		9,281		—		—		9,288		—		9,288
Cancellation of restricted stock	(82,500)	(1)		—		1		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(2,522,037)	—		(149,305)		—		—		—		(149,305)		—		(149,305)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(16,523)		(16,523)
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, 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.

7

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	128,981	$	(468,032)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	338,774		347,524
Deferred income taxes	(1,371)		429
Stock-based compensation expense	32,995		28,495
Amortization of debt issuance costs	19,095		14,588
Loss on debt financing transactions	15,611		—
Provision for credit losses	(7,184)		(3,145)
Change in derivatives fair value	(47,382)		(8,962)
Property charges and other	42,132		97,855
Increase (decrease) in cash from changes in:
Receivables, net	(9,489)		15,833
Inventories, prepaid expenses and other	(407)		(10,450)
Customer deposits	(6,465)		(21,949)
Accounts payable and accrued expenses	25,449		(149,637)
Net cash provided by (used in) operating activities	530,739		(157,451)
Cash flows from investing activities:
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)
Proceeds from sale of assets and other	490		29
Net cash used in investing activities	(544,261)		(195,384)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,200,000		—
Repayments of long-term debt	(1,112,500)		(25,000)
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
Distribution to noncontrolling interest	(8,945)		(16,523)
Dividends paid	(28,709)		(1,291)
Finance lease payments	(9,731)		(8,602)
Payments for financing costs	(41,020)		(3,113)
Other	(7,773)		—
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:
Decrease in cash, cash equivalents and restricted cash	(35,193)		(507,331)
Balance, beginning of period	3,782,990		2,531,067
Balance, end of period	$	3,747,797	$	2,023,736

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

8

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - 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 ("Macau") of the People's Republic of China ("PRC"), 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.

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"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented. The results for the three and 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. 

Principles of Consolidation

The accompanying condensed consolidated financial statements 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 17, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

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

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 Condensed Consolidated Statements of Operations. 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.

9

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

The Company’s management has evaluated the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other 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.

Note 3 -    Cash, Cash Equivalents and Restricted Cash

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

	June 30, 2023		December 31, 2022
Cash and cash equivalents:
Cash (1)	$	1,294,193	$	1,699,583
Cash equivalents (2)	2,359,773		1,950,857
Total cash and cash equivalents	3,653,966		3,650,440
Restricted cash (3)	93,831		132,550
Total cash, cash equivalents and restricted cash	$	3,747,797	$	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 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):

	Six Months Ended June 30,
	2023		2022
Cash paid for interest, net of amounts capitalized	$	346,055	$	292,218
Liability settled with shares of common stock	$	6,639	$	9,287
Accounts and construction payables related to property and equipment	$	49,014	$	47,305
Other liabilities related to intangible assets (1)	$	205,875	$	5,586
Finance lease liabilities arising from obtaining finance lease assets	$	657	$	4,135

(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.

10

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 4 -    Receivables, net

Accounts Receivable and Credit Risk

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

	June 30, 2023		December 31, 2022
Casino	$	163,699	$	171,893
Hotel	30,484		35,654
Other	92,872		87,328
	287,055		294,875
Less: allowance for credit losses	(57,261)		(78,842)
	$	229,794	$	216,033

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.

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. 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 periods presented (in thousands): 

	June 30,
	2023		2022
Balance at beginning of year	$	78,842	$	111,319
Provision for credit losses	(7,184)		(3,145)
Write-offs	(22,862)		(16,894)
Recoveries of receivables previously written off	8,655		1,664
Effect of exchange rate	(190)		(365)
Balance at end of period	$	57,261	$	92,579

Note 5 -    Property and Equipment, net

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

	June 30, 2023		December 31, 2022
Buildings and improvements	$	8,348,018	$	8,363,427
Land and improvements	1,226,686		1,195,717
Furniture, fixtures and equipment	3,218,402		3,165,659
Airplanes	110,623		110,623
Construction in progress	182,151		112,034
	13,085,880		12,947,460
Less: accumulated depreciation	(6,314,558)		(6,051,400)
	$	6,771,322	$	6,896,060

11

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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): 

	June 30, 2023		December 31, 2022
Finite-lived intangible assets:
Macau gaming concession	$	208,626	$	48,304
Less: accumulated amortization	(10,431)		(48,304)
	198,195		—
Massachusetts gaming license	117,700		117,700
Less: accumulated amortization	(31,561)		(27,638)
	86,139		90,062
Other finite-lived intangible assets	75,302		65,194
Less: accumulated amortization	(13,746)		(8,920)
	61,556		56,274
Total finite-lived intangible assets	345,890		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	—		(37,761)
Balance at end of period	90,520		90,520
Total goodwill and intangible assets, net	$	444,807	$	245,253

12

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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.

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. 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, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives. In exchange for the use of such assets, 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, 2023, 2024, and 2025, and an annual payment of MOP177.0 million (approximately $21.9 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment in each year based on the average price index in Macau. Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to 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.

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

13

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 7 -    Long-Term Debt

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

	June 30, 2023		December 31, 2022
Macau Related:
WM Cayman II Revolver, due 2025 (1)	$	1,494,366	$	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	75,572		837,500
WRF Term Loan, due 2027	749,428		—
WLV 4 1/4% Senior Notes, due 2023	—		500,000
WLV 5 1/2% Senior Notes, due 2025	1,780,000		1,780,000
WLV 5 1/4% Senior Notes, due 2027	880,000		880,000
WRF 7 3/4% Senior Notes, due 2025	—		600,000
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
	12,244,366		12,162,973
WML Convertible Bond Conversion Option Derivative	76,992		—
Less: Unamortized debt issuance costs and original issue discounts and premium, net	(178,631)		(46,114)
	12,142,727		12,116,859
Less: Current portion of long-term debt	(41,250)		(547,543)
Total long-term debt, net of current portion	$	12,101,477	$	11,569,316

(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 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 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

14

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 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 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.

15

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 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 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. Bank Trust Company, National Association, as 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 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes") and accepted for purchase valid tenders with respect to $506.4 million principal amount and paid a tender premium of $12.4 million to the holders of such tendered 2025 WRF Senior Notes. 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 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.

16

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WLV 4 1/4% Senior Notes, due 2023

In March 2023, the Company repurchased all of its outstanding Wynn Las Vegas 4 1/4% Senior Notes due 2023, 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. 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 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 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).

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 statement of operations.

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.

17

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

	June 30, 2023			March 2, 2023 (Pricing date)
WML stock price	HK$	7.13		HK$	8.08
Estimated volatility	23.9		%	26.0		%
Risk-free interest rate	4.0		%	4.2		%
Expected term (years)	5.7			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 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

Dividends

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 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."

During the three months ended March 31, 2022, in exchange for cash consideration of $50.0 million, the Company sold to Crown Acquisitions Inc. ("Crown") 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 Condensed Consolidated Statement of Stockholders' Deficit for the three months ended March 31, 2022.

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 approximately 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.

18

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 10 - Fair Value Measurements

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

			Fair Value Measurements Using:
	June 30, 2023		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	2,359,773	$	—	$	2,359,773	$	—
Restricted cash	$	93,831	$	6,017	$	87,814	$	—
Interest rate collar	$	11,302	$	—	$	11,302	$	—
Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 8)	$	76,992	$	—	$	—	$	76,992
			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 - 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):

	June 30, 2023		December 31, 2022		Increase / (decrease)	June 30, 2022	December 31, 2021	Increase / (decrease)
Casino outstanding chips and front money deposits (1)	$	398,100	$	390,531	$