What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-09 compared with 2022-08-09 · 121 added, 123 removed, 503 unchanged (33% of the section changed)

51 unchanged sentences

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, and mandatory quarantine, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

Although there have been periods during which certain restrictions and conditions were eased by the Macau government to allow for greater visitation and quarantine-free travel to Macau, adverse conditions and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced.

For example, in response to an outbreak in Macau which initially commenced in mid-June 2022, the Macau government extended its COVID-19 containment measures, including the closures of casino operations in full as well as all non-essential business as of July 11, 2022, and the closure and the limiting of the opening hours and/or operational capacity of various areas and facilities in Macau.

On July 23, 2022, casino operations at Wynn Palace and Wynn Macau resumed on a limited basis, and remain limited at the present time due to severely reduced visitation to Macau as a result of enhanced border controls.

On August 2, 2022, the Macau government lifted most of the remaining enhanced COVID-19 restrictions which went into effect in June and July and limited non-gaming operations at Wynn Palace and Wynn Macau began to resume.

Certain enhanced COVID-19 protective measures remain in effect at the present time with respect to gaming and non-gaming operations.

Although there have been periods during which certain restrictions and conditions were eased by the Macau government to allow for greater visitation and quarantine-free travel to Macau, adverse and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced.

For example, in response to an outbreak in Macau which initially commenced in mid-June 2022, the Macau government extended its COVID-19 containment measures, which included the closures of gaming operations in full as of July 11, 2022, and the closure and the limiting of the opening hours and/or operational capacity of various areas and facilities in Macau.

On July 23, 2022, gaming operations at Wynn Palace and Wynn Macau resumed on a limited basis.

Certain travel-related restrictions and conditions, which continue to reduce visitation and impact our financial results, remain in effect at the present time.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of containment measures, management cannot predict whether future closures, in full or in part, will occur in our properties, and cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

2 unchanged sentences

("WRM") and the Macau government entered into a concession extension agreement (the "Concession Extension Agreement"), pursuant to which the expiration date of WRM's gaming concession was extended from June 26, 2022 to Decem ber 31, 2022.

Under the Concession Extension Agreement, WRM paid the Macau government MOP47.0 million (approximately $6.0 million) as a contract premium for the extension, and by no later than September 23, 2022 will provide a first demand bank guarantee of not less than MOP1,210.0 million (approximately $150.0 million) in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.

In order to enable WRM to fulfill the relevant requirements to become eligible to obtain a concession extension, each of WRM and Palo Real Estate Company Limited ("Palo") (the land concessionaires of Wynn Macau and Wynn Palace, respectively) entered into a letter of undertaking, pursuant to which each of WRM and Palo has undertaken, pursuant to Article 40 of the Macau gaming law and Clause 43 of the concession agreement, to revert to the Macau government relevant gaming equipment and gaming areas at Wynn Macau and Wynn Palace, without compensation and free of encumbrance upon the expiration of the concession agreement term, as amended by the Concession Extension Agreement.

Under the Concession Extension Agreement, WRM paid the Macau government MOP47.0 million (approximately $6.0 million) as a contract premium for the extension, and in September 2022 provided a first demand bank guarantee of MOP1,210.0 million (approximately $149.7 million) in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.

40 of the Macau gaming law and Clause 43 of the concession agreement, to revert to the Macau government relevant gaming equipment and gaming areas at Wynn Macau and Wynn Palace, without compensation and free of encumbrance upon the expiration of the concession agreement term, as amended by the Concession Extension Agreement.

Under the indentures governing our $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which we do not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require us to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

In June 2022, the Macau government published the amendments to the Macau gaming law approved by the Macau Legislative Assembly.

In June 2022, the Macau government published amendments to the Macau gaming law approved by the Macau Legislative Assembly.

These amendments include, for example, the awarding of up to six gaming concessions with a term up to ten years with a maximum three-year extension possible, and an increase in the minimum capital requirement applicable to concession holders to MOP5.0 billion (approximately $625.0 million), an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15% from 10% and a prohibition on revenue sharing arrangements between gaming promoters and concession holders.

The Macau government also published the administrative regulations and related documents in relation to a public tender for the awarding of new gaming concessions in July 2022.

Upon the publication and entry into force of the revised gaming law on June 23, 2022, we are monitoring developments with respect to the Macau government's public tender process, including the adoption of additional administrative regulations, instructions, dispatches, and further adaptations to the current legal and regulatory system, and at this time believe that our concession agreement will be further extended, renewed or replaced by a new gaming concession agreement beyond December 31, 2022.

On July 27, 2022, the Macau government officially launched the public tender process for the awarding of concessions for the operation of games of chance or other games in casinos.

On September 13, 2022, WRM submitted its tender to the Macau government.

At this time we believe that our concession agreement will be further extended, renewed or replaced by a new gaming concession agreement beyond December 31, 2022.

However, it is possible the Macau government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.

10 unchanged sentences

• Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues.

Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and

beverage and other revenues for services provided to casino customers on a complimentary basis.

Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

Table games win does not include poker rake.

30 unchanged sentences

Results of Operations

Summary of second quarter 2022 results

Summary of third quarter 2022 results

The following table summarizes our financial results for the periods presented (dollars in thousands, except per share data):

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change 2022 2021 Increase/ (Decrease) Percent Change

5 unchanged sentences

(1) See Item 1—"Financial Statements," Note 18, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

The decrease in operating revenues for the three months ended June 30, 2022 was primarily driven by decreases of $211.7 million and $125.4 million from Wynn Palace and and Wynn Macau, respectively, resulting from a decrease in gaming volumes due to certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

The decrease in operating revenues was partially offset by an increase in operating revenues of $206.0 million and $44.9 million at our Las Vegas Operations and Encore Boston Harbor, respectively, resulting from increased gaming volumes as well as increases in hotel occupancy and covers at restaurants.

The results of our Las Vegas Operations and Encore Boston Harbor for the three months ended June 30, 2021 were impacted by certain COVID-19 pandemic related protective measures and operating schedule modifications, which were no longer in effect during the three months ended June 30, 2022.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended June 30, 2022 was primarily related to increased operating revenues at our Las Vegas Operations and Encore Boston Harbor, respectively, partially offset by increased operating expenses associated with higher business volumes at our Las Vegas Operations and Encore Boston Harbor.

The decrease in Adjusted Property EBITDA for the three months ended June 30, 2022 was primarily driven by decreased gaming volumes at Wynn Palace and Wynn Macau, primarily due to certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic, partially offset by increased operating revenues and operating expenses at our Las Vegas Operations and Encore Boston Harbor, respectively.

Adjusted Property EBITDA decreased $103.5 million and $54.5 million at Wynn Palace and Wynn Macau, respectively, and increased $93.5 million, $16.8 million, and $19.9 million at our Las Vegas Operations, Encore Boston Harbor, and Wynn Interactive, respectively.

Financial results for the three months ended June 30, 2022 compared to the three months ended June 30, 2021.

The decrease in operating revenues for the three months ended September 30, 2022 was primarily driven by decreases of $106.1 million and $90.3 million from Wynn Palace and Wynn Macau, respectively, resulting from a decrease in gaming volumes due to the 12-day closure of our casino operations in Macau in July, as well as other travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

The decrease in operating revenues was partially offset by increases in operating revenues of $68.4 million and $19.6 million at our Las Vegas Operations and Encore Boston Harbor, respectively, resulting from increased gaming volumes as well as increases in hotel occupancy and covers at restaurants.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended September 30, 2022 was primarily related to increased operating revenues at our Las Vegas Operations and Encore Boston Harbor, respectively, partially offset by increased operating expenses associated with higher business volumes at our Las Vegas Operations and Encore Boston Harbor.

The increase in Adjusted Property EBITDA for the three months ended September 30, 2022 was primarily driven by increased operating revenues at our Las Vegas Operations and Wynn Interactive, respectively, offset by a decrease in gaming volumes at Wynn Palace and Wynn Macau, respectively, primarily due to certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

Adjusted Property EBITDA increased $12.3 million and $85.8 million at our Las Vegas Operations and Wynn Interactive, respectively and decreased $33.9 million, $41.9 million, and $3.4 million at Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively.

Financial results for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Operating revenues

The following table presents our operating revenues (dollars in thousands):

Three Months Ended June 30,

2022 2021 Increase/ (Decrease) Percent

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Operating revenues

8 unchanged sentences

The following table presents our casino and non-casino operating revenues (dollars in thousands):

Three Months Ended June 30,

2022 2021 Increase/ (Decrease) Percent

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Operating revenues

6 unchanged sentences

$ 889,722 $ 994,644 $ (104,922) (10.5)

Casino revenues for the three months ended June 30, 2022 were 39.6% of operating revenues, compared to 60.9% for the same period of 2021.

Non-casino revenues for the three months ended June 30, 2022 were 60.4% of operating revenues, compared to 39.1% for the same period of 2021.

Casino revenues for the three months ended September 30, 2022 were 40.4% of operating revenues, compared to 49.9% for the same period of 2021.

Non-casino revenues for the three months ended September 30, 2022 were 59.6% of operating revenues, compared to 50.1% for the same period of 2021.

Casino revenues

Casino revenues decreased primarily due to decreased VIP turnover and table games win and mass market table drop and table games win at our Macau Operations, partially offset by increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, respectively.

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Three Months Ended June 30,

2022 2021 Increase/

(Decrease) Percent

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Macau Operations:

2 unchanged sentences

VIP turnover $ 283,744 $ 1,234,733 $ (950,989) (77.0)

VIP table games (loss) win $ (6,671) $ 71,570 $ (78,241) NM

VIP (loss) win as a % of turnover (1.94) % 3.95 % (5.89)

Table games (loss) win per unit per day $ (1,600) $ 8,346 $ (9,946) NM

VIP table games win $ 9,271 $ 54,943 $ (45,672) (83.1)

VIP win as a % of turnover 3.27 % 4.45 % (1.18)

Table games win per unit per day $ 2,381 $ 6,691 $ (4,310) (64.4)

Average number of table games 212 231 (19) (8.2)

22 unchanged sentences

Slot machine win per unit per day $ 136 $ 173 $ (37) (21.4)

Three Months Ended June 30,

2022 2021 Increase/

(Decrease) Percent

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Las Vegas Operations:

23 unchanged sentences

NM - Not meaningful.

(1) On October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels.

On April 8, 2021, Encore at Wynn Las Vegas resumed full operations.

(1) On January 25, 2021, Encore Boston Harbor restored 24-hour casino operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

2 unchanged sentences

The table below sets forth our room revenues and associated key operating measures:

Three Months Ended June 30,

2022 2021 Increase/

(Decrease) Percent Change

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Macau Operations:

18 unchanged sentences

REVPAR $ 386 $ 308 $ 78 25.3

(1) Encore Boston Harbor room statistics have been computed based on 53 days of operation in three months ended June 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $63.5 million, primarily due to higher occupancy and ADR at our Las Vegas Operations and Encore Boston Harbor, respectively.

The hotel tower at Encore Boston Harbor was closed pursuant to a COVID-19 related state directive from November 6, 2020 through January 25, 2021, when it reopened its hotel tower on a Thursday through Sunday weekly schedule.

Encore Boston Harbor reopened its hotel tower to seven days per week as of September 1, 2021.

Food and beverage revenues increased $80.7 million, primarily due to increased restaurant covers and nightlife revenues at our Las Vegas Operations.

(1) Encore Boston Harbor room statistics have been computed based on 69 days of operation in the three months ended September 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $23.4 million, primarily due to higher occupancy and ADR at our Las Vegas Operations and Encore Boston Harbor.

Food and beverage revenues increased $7.2 million, primarily due to increased restaurant covers at our Las Vegas Operations.

Entertainment, retail and other revenues increased $0.8 million, primarily due to an increase in visitation to our Las Vegas Operations.

1 unchanged sentence

The table below presents operating expenses (dollars in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

5 unchanged sentences

General and administrative 201,275 197,350 3,925 2.0

Provision for credit losses (3,487) 441 (3,928) NM

Provision for credit losses (8,186) (347) (7,839) 2,259.1

Pre-opening 6,447 1,333 5,114 383.6

2 unchanged sentences

Total operating expenses $ 942,713 $ 1,078,308 $ (135,595) (12.6)

NM - Not meaningful.

Total operating expenses decreased $58.8 million compared to the three months ended June 30, 2021, primarily due to decreased casino, entertainment, retail and other, provision for credit losses, and depreciation and amortization expenses, partially offset by increased room, food and beverage, and property charges and other expenses.

Total operating expenses decreased $135.6 million compared to the three months ended September 30, 2021, primarily due to decreased casino, entertainment, retail and other, provision for credit losses, and property charges and other expenses, partially offset by increased room, food and beverage, and pre-opening expenses.

Casino expenses decreased $51.5 million and $39.9 million at Wynn Palace and Wynn Macau, respectively.

4 unchanged sentences

These increases were primarily a result of higher operating costs related to the increase in food and beverage revenues as well as higher nightlife entertainment costs associated with increased business volumes at our Las Vegas Operations' nightlife venues.

Entertainment, retail and other expenses decreased $18.9 million at Wynn Interactive, primarily due to decreased marketing costs, partially offset by an increase of $11.2 million at our Las Vegas operations, primarily due to higher operating associated with increased levels of business.

Provision for credit losses decreased $3.7 million and $3.0 million at our Las Vegas Operations and Wynn Macau, respectively and increased $2.1 million at Wynn Palace.

These changes were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

Entertainment, retail and other expenses decreased $86.4 million at Wynn Interactive, primarily due to decreased marketing costs, partially offset by an increase of $7.1 million at our Las Vegas operations, due to higher operating costs associated with increased levels of business.

Provision for credit losses decreased $5.2 million, $1.4 million, and $0.9 million at Wynn Palace, our Las Vegas Operations, and Wynn Macau, respectively.

These decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

For the three months ended September 30, 2022, pre-opening expenses totaled $6.4 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production, Awakening , which premiered in November 2022.

For the three months ended September 30, 2021, pre-opening expenses totaled $1.3 million, which primarily related to restaurant remodels at our Las Vegas Operations.

Depreciation and amortization decreased $7.7 million at Wynn Palace, primarily due to certain furniture, fixture and equipment assets reaching the end of their useful lives in the first quarter of 2022.

Our property charges and other expenses for the quarter ended June 30, 2022 consisted primarily of impairment of goodwill and other finite-lived intangible assets of $7.5 million and $10.3 million, respectively, and $7.6 million of other restructuring costs related to management's decision to cease the operations of BetBull, Limited ("BetBull"), a subsidiary of Wynn Interactive.

Our property charges and other expenses for the quarter ended June 30, 2021 consisted primarily of asset disposals, abandonments and retirements of $1.4 million, $1.2 million, and $1.0 million at our Las Vegas Operations, Wynn Macau, and Wynn Palace, respectively.

Property charges and other expenses for the quarter ended September 30, 2022 consisted primarily of asset abandonments of $2.0 million and $1.0 million at Wynn Palace and our Las Vegas Operations, respectively, and other contingency expenses

of $1.9 million at Wynn Macau.

Property charges and other expenses for the quarter ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive.

Interest expense, net of capitalized interest

The following table summarizes information related to interest expense (dollars in thousands):

Three Months Ended June 30,

2022 2021 Increase/ (Decrease) Percent

Three Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Interest expense

4 unchanged sentences

Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $10.1 million and a gain of $5.6 million for the three months ended June 30, 2022 and 2021, respectively.

We incurred a foreign currency remeasurement loss of $0.9 million and $11.8 million for the three months ended September 30, 2022 and 2021, respectively.

The impact of the exchange rate fluctuation of the MOP, in relation to the U.S.

1 unchanged sentence

dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a gain of $1.6 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively, from change in derivatives fair value.

We recorded an income tax expense of $0.7 million in each of the three months ended June 30, 2022 and 2021.

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

We recorded a gain of $5.8 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively, from change in derivatives fair value.

We recorded an income tax expense of $1.4 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively.

Income tax expense in 2022 primarily related to changes in U.S.

deferred taxes.

Income tax expense in 2021 primarily related to the Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders of WRM.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $83.4 million and $42.0 million for the three months ended June 30, 2022 and 2021, respectively.

Net loss attributable to noncontrolling interests was $64.9 million and $79.7 million for the three months ended September 30, 2022 and 2021, respectively.

These amounts are primarily related to the noncontrolling interests' share of net loss attributable to WML.

Financial results for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Financial results for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

Operating revenues

The following table presents our operating revenues (dollars in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

9 unchanged sentences

The following table presents casino and non-casino operating revenues (dollars in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

7 unchanged sentences

$ 2,751,888 $ 2,721,439 $ 30,449 1.1

Casino revenues for the six months ended June 30, 2022 were 45.6% of operating revenues, compared to 64.8% for the same period of 2021.

Non-casino revenues for the six months ended June 30, 2022 were 54.4% of operating revenues, compared to 35.2% for the same period of 2021.

Casino revenues for the nine months ended September 30, 2022 were 43.9% of operating revenues, compared to 59.4% for the same period of 2021.

Non-casino revenues for the nine months ended September 30, 2022 were 56.1% of operating revenues, compared to 40.6% for the same period of 2021.

Casino revenues

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Six Months Ended June 30,

2022 2021 Increase/(Decrease) Percent

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Macau Operations:

29 unchanged sentences

Slot machine win per unit per day $ 145 $ 179 $ (34) (19.0)

Six Months Ended June 30,

2022 2021 Increase/(Decrease) Percent

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

Las Vegas Operations (1) :

29 unchanged sentences

The table below sets forth our room revenues and associated key operating measures:

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

18 unchanged sentences

REVPAR $ 339 $ 269 $ 70 26.0

(1) Encore Boston Harbor room statistics have been computed based on 89 days of operation in six months ended June 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $157.7 million, primarily due to higher occupancy and ADR at our Las Vegas Operations and Encore Boston Harbor, respectively.

Encore Boston Harbor reopened its hotel tower to seven days per week as of September 1, 2021.

(1) Encore Boston Harbor room statistics have been computed based on 158 days of operation in the nine months ended September 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

The property reopened its hotel tower to seven days per week as of September 1, 2021.

Room revenues increased $181.1 million, primarily due to higher occupancy and ADR at our Las Vegas Operations and Encore Boston Harbor.

Food and beverage revenues increased $193.4 million, primarily due to increased restaurant covers and nightlife revenues at our Las Vegas Operations.

2 unchanged sentences

The table below presents operating expenses (dollars in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

11 unchanged sentences

NM - Not meaningful.

Total operating expenses increased $77.0 million compared to the six months ended June 30, 2021, primarily due to increased room, food and beverage, entertainment, retail and other, general and administrative expenses, and property charges and other, partially offset by decreased casino, provision for credit losses, and depreciation and amortization expenses.

Total operating expenses decreased $58.6 million compared to the nine months ended September 30, 2021, primarily due to decreased casino, entertainment, retail and other, provision for credit losses, and depreciation and amortization expenses, partially offset by increased room, food and beverage, general and administrative, pre-opening, and property charges and other expenses.

Casino expenses decreased $192.8 million and $124.2 million at Wynn Palace and Wynn Macau, respectively.

4 unchanged sentences

Entertainment, retail and other expenses increased $25.6 million at our Las Vegas operations primarily due to higher operating costs associated with increased levels of business, partially offset by a decrease of $19.2 million at Wynn Interactive, primarily due to decreased marketing costs.

Entertainment, retail and other expenses decreased $105.6 million at Wynn Interactive, primarily due to decreased marketing costs, partially offset by an increase of $32.7 million at our Las Vegas operations, primarily due to higher operating costs associated with increased levels of business.

General and administrative expenses increased primarily due to increases of $33.6 million and $13.8 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

These increases were primarily attributable to increased payroll, operating costs, and general and administrative expenses required to support higher business volumes, partially offset by decreased general and administrative expenses of $8.4 million and $6.9 million, at Wynn Palace and Wynn Macau, respectively, primarily due to decreased payroll and operating costs attributable to lower business volumes.

The provision for credit losses decreased $6.2 million and $4.5 million at our Las Vegas Operations and Wynn Macau, respectively.

These increases were attributable to increased payroll, operating costs, and general and administrative expenses required to support higher business volumes, partially offset by decreased general and administrative expenses of $13.9 million and $13.2 million, at Wynn Palace and Wynn Macau, respectively, due to decreased payroll and operating costs attributable to lower business volumes.

The provision for credit losses decreased $7.6 million, $6.0 million, and $5.4 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

For the six months ended June 30, 2022, pre-opening expenses totaled $6.9 million, which primarily related to reconfiguring the former Le Reve theater space at Wynn Las Vegas.

For the six months ended June 30, 2021, pre-opening expenses totaled $4.1 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the nine months ended September 30, 2022, pre-opening expenses totaled $13.4 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production, Awakening , which

premiered in November 2022.

For the nine months ended September 30, 2021, pre-opening expenses totaled $5.5 million, which primarily related to restaurant remodels at our Las Vegas Operations.

Depreciation and amortization decreased $38.7 million at Wynn Palace primarily due to certain furniture, fixture and equipment assets reaching the end of their useful lives in the first quarter of 2022.

Our property charges and other expenses for the six months ended June 30, 2022 consisted primarily of impairment of goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively, and $7.6 million of restructuring costs related to Wynn Interactive's BetBull operations, as well as other contract termination expenses of $10.6 million and asset abandonments of $2.1 million related to Wynn Interactive.

Our property charges and other expenses for the six months ended June 30, 2021 consisted primarily of asset abandonments of $3.5 million and $3.2 million at our Las Vegas Operations and Wynn Palace, respectively.

Property charges and other expenses for the nine months ended September 30, 2022 consisted primarily of impairment of goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively, $7.1 million of restructuring costs related to Wynn Interactive's BetBull operations, as well as other contract termination expenses of $10.7 million and asset abandonments of $2.1 million related to Wynn Interactive, and other contingency expenses of $6.8 million at Wynn Macau.

Property charges and other expenses for the nine months ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive and asset abandonments of $4.3 million and $4.1 million at our Las Vegas Operations and Wynn Palace, respectively.

Interest expense, net of capitalized interest

The following table summarizes information related to interest expense (dollars in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change

5 unchanged sentences

Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $25.2 million and $5.5 million for the six months ended June 30, 2022 and 2021, respectively.

We incurred a foreign currency remeasurement loss of $26.1 million and $17.3 million for the nine months ended September 30, 2022 and 2021, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S.

1 unchanged sentence

dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

We recorded a gain of $9.0 million and $5.4 million for the six months ended June 30, 2022 and 2021, respectively, from change in derivatives fair value.

We recorded a $1.3 million loss on extinguishment of debt for the six months ended June 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded an income tax expense of $1.9 million and $1.2 million for the six months ended June 30, 2022 and 2021, respectively.

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

We recorded a gain of $14.8 million and $6.6 million for the nine months ended September 30, 2022 and 2021, respectively, from change in derivatives fair value.

We recorded a $2.1 million loss on extinguishment of debt for the nine months ended September 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan and the prepayment of the Wynn Macau Credit Facilities.

We recorded an income tax expense of $3.2 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively.

Income tax expense in 2022 primarily related to changes in U.S.

deferred taxes.

Income tax expense in 2021 primarily related to the Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders of WRM.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $154.7 million and $97.2 million for the six months ended June 30, 2022 and 2021, respectively.

Net loss attributable to noncontrolling interests was $219.6 million and $177.0 million for the nine months ended September 30, 2022 and 2021, respectively.

These amounts are primarily related to the noncontrolling interests' share of net loss from WML.

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The following table summarizes Adjusted Property EBITDA (dollars in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, Encore Boston Harbor, and Wynn Interactive as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 18, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 Increase/ (Decrease) Percent Change 2022 2021 Increase/ (Decrease) Percent Change

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NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace and Wynn Macau decreased $103.5 million and $54.5 million for the three months ended June 30, 2022 and $131.7 million and $75.7 million for the six months ended June 30, 2022, respectively, primarily due to a decrease in operating revenues, partially offset by a decrease in operating expenses.

Our Macau Operations for the three and six months ended June 30, 2022 continued to be negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

Adjusted Property EBITDA at our Las Vegas Operations increased $93.5 million and $224.8 million for the three and six months ended June 30, 2022, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Our Las Vegas Operations for the three and six months ended June 30, 2021 were negatively impacted by the limitation or suspension of certain offerings and certain capacity limitations related to the COVID-19 pandemic.

Adjusted Property EBITDA at Encore Boston Harbor increased $16.8 million and $41.7 million for the three and six months ended June 30, 2022, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Operating revenue at Encore Boston Harbor for the three and six months ended June 30, 2021 was negatively impacted by the limitation or suspension of certain offerings and certain capacity limitations related to the COVID-19 pandemic.

Adjusted Property EBITDA at Wynn Interactive increased $19.9 million and $31.9 million for the three and six months ended June 30, 2022, primarily due to increased operating revenues due to the continued expansion and ramp up of operations and decreased marketing and promotional expenses.

Adjusted Property EBITDA at Wynn Palace and Wynn Macau decreased $33.9 million and $41.9 million for the three months ended September 30, 2022 and $165.7 million and $117.6 million for the nine months ended September 30, 2022, respectively, primarily due to a decrease in operating revenues, partially offset by a decrease in operating expenses.

Our Macau Operations for the three and nine months ended September 30, 2022 continued to be negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

Adjusted Property EBITDA at our Las Vegas Operations increased $12.3 million and $237.1 million for the three and nine months ended September 30, 2022, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at Encore Boston Harbor decreased $3.4 million for the three months ended September 30, 2022, primarily due to an increase in operating expenses, partially offset by an increase in operating revenues.

Adjusted Property EBITDA at Encore Boston Harbor increased $38.3 million for the nine months ended September 30, 2022, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at Wynn Interactive increased $85.8 million and $117.8 million for the three and nine months ended September 30, 2022, primarily due to increased operating revenues due to the continued expansion and ramp up of operations and decreased marketing and promotional expenses.

Refer to the discussions above regarding the specific details of our results of operations.

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Our cash flows were as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows - Summary 2022 2021

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Payments for financing costs (3,165) (29,975)

Net cash used in financing activities (150,906) (329,849)

Net cash provided by (used in) financing activities 9,441 (555,569)

Effect of exchange rate on cash, cash equivalents and restricted cash (1,119) (1,689)

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Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the six months ended June 30, 2022, the decrease in net cash used in operating activities was primarily due to increased revenues from our Las Vegas Operations and Encore Boston Harbor, which was partially offset by decreases in revenues from Wynn Palace and Wynn Macau.

During the six months ended June 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

During the nine months ended September 30, 2022, the decrease in net cash used in operating activities was primarily due to increased revenues from our Las Vegas Operations and Encore Boston Harbor, which was partially offset by decreases in revenues from Wynn Palace and Wynn Macau.

During the nine months ended September 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

Investing Activities

Our investing activities primarily consist of project capital expenditures and maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

During the six months ended June 30, 2022, we incurred capital expenditures of $140.8 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel and the reconfiguration of the former Le Reve theater space, and $10.6 million at Encore Boston Harbor, $22.3 million at Wynn Palace, and $7.7 million at Wynn Macau primarily related to maintenance capital expenditures.

During the six months ended June 30, 2021, we incurred capital expenditures of $54.6 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel, and $17.9 million at Encore Boston Harbor, $13.6 million at Wynn Palace, and $9.8 million at Wynn Macau primarily related to maintenance capital expenditures.

During the nine months ended September 30, 2022, we incurred capital expenditures of $214.1 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel and theater reconfiguration, and $14.7 million at Encore Boston Harbor, $27.9 million at Wynn Palace, and $9.6 million at Wynn Macau primarily related to maintenance capital expenditures.

During the nine months ended September 30, 2021, we incurred capital expenditures of $118.7 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel, and $33.4 million at Encore Boston Harbor, $24.4 million at Wynn Palace, and $18.3 million at Wynn Macau primarily related to maintenance capital expenditures.

Financing Activities

During the six months ended June 30, 2022, we repurchased 2,381,928 shares of our common stock for approximately $137.4 million.

In addition, we received a $50.0 million contribution from a noncontrolling interest holder in exchange for a 49.9% interest in certain retail space contributed by the Company to the Retail Joint Venture, used cash of $16.5 million for distributions to noncontrolling interest holders of the Retail Joint Venture, and made quarterly amortization payments under the WRF Term Loan totaling $25.0 million.

During the six months ended June 30, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver.

In addition, we borrowed $50.1 million under the Wynn Macau Revolver, paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $25.0 million.

During the nine months ended September 30, 2022, we repurchased 2,873,431 shares of our common stock for approximately $166.4 million.

We also borrowed $211.4 million under the WM Cayman II Revolver and made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

In addition, we received a $50.0 million contribution from a noncontrolling interest holder in exchange for a 49.9% interest in certain retail space contributed by the Company to the Retail Joint Venture and used cash of $21.5 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

During the nine months ended September 30, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver.

We also paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan and prepaid the outstanding $1.26 billion of borrowings under the Wynn Macau Credit Facilities along with related financing costs, using proceeds from the borrowing of $1.09 billion under the WM Cayman II Revolver along with $200.0 million of cash.

In addition, we made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

Capital Resources

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and other global economies, which has had and will likely continue to have a negative impact on our operating income and could have a negative impact on our ability to access capital in the future.

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity, excluding capacity under intercompany loan agreements, as of June 30, 2022 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

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We expect to use this cash to fund working capital and capital expenditure requirements at WML and our Macau Operations, and to service our WML Senior Notes and WM Cayman II Revolver.

WML paid no dividends during 2021 or the first half of 2022.

WML paid no dividends during 2021 or the nine months ended September 30, 2022.

The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 2.625% per annum until June 30, 2022, the date from which the margin will be 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis, subject to a floor on the interest rate margin of 2.625% per annum through June 30, 2023.

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If our portion of our cash and cash equivalents were repatriated to the U.S.

on June 30, 2022, it would be subject to minimal U.S.

on September 30, 2022, it would be subject to minimal U.S.

taxes in the year of repatriation.

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The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

In June 2022, Wynn Las Vegas completed its hotel room remodel for total project costs of $215.2 million, inclusive of approximately $16.0 million of remaining project costs.

We are currently reconfiguring the former Le Reve theater space at Wynn Las Vegas.

The specially redesigned theater will host an all-new, exclusive theatrical production.

We expect to incur between $40 million and $50 million of remaining project costs related to the reconfigured theater and theatrical production, which we anticipate will open during the fourth quarter of 2022.

In June 2022, Wynn Las Vegas completed its hotel room remodel for total project costs of approximately $215 million.

In October 2022, Wynn Las Vegas completed its theater reconfiguration for total project costs of approximately $110 million, inclusive of approximately $25 million of remaining project costs.

The specially redesigned theater was custom designed to host an all-new, exclusive theatrical production, Awakening , which premiered in November 2022.

As previously discussed, on February 15, 2022, we announced our entry into a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor.

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We repurchased 2,873,431 shares of our common stock at an average price of

$57.70 per share, for an aggregate cost of $137.4 million under this equity repurchase program during the three months ended June 30, 2022.

As of June 30, 2022, we had $662.7 million in repurchase authority remaining under the program.

$57.91 per share, for an aggregate cost of $166.4 million under this equity repurchase program during the nine months ended September 30, 2022.

As of September 30, 2022, we had $633.7 million in repurchase authority remaining under the program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash.

The amount of any notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

The amount of any shares and/or notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events, including related to COVID-19, may occur, resulting in the need to raise additional funds.

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A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no significant changes to these policies for the six months ended June 30, 2022.

There have been no significant changes to these policies for the nine months ended September 30, 2022.

Recently Adopted Accounting Standards and Accounting Standards Issued But Not Yet Adopted

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis