What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-09 compared with 2023-08-09 · 130 added, 121 removed, 504 unchanged (33% of the section changed)

66 unchanged sentences

Below is a discussion of the methodologies used to calculate win percentages at our resorts.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage.

The measurements from our VIP and mass market operations are not comparable as the measurement method used in our mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method from our VIP operations tracks the sum of all losing wagers.

Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations.

As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers.

3 unchanged sentences

We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to 3.4%.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage.

Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations.

As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers.

11 unchanged sentences

Results of Operations

Summary of second quarter 2023 results

Summary of third quarter 2023 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,

2023 2022 Increase/ (Decrease) Percent Change 2023 2022 Increase/ (Decrease) Percent Change

Operating revenues $ 1,671,936 $ 889,722 $ 782,214 87.9 $ 4,691,437 $ 2,751,888 $ 1,939,549 70.5

Net income (loss) attributable to Wynn Resorts, Limited 105,184 (130,051) 235,235 NM 117,516 (313,375) 430,891 NM

Diluted net income (loss) per share 0.84 (1.14) 1.98 NM 0.84 (2.73) 3.57 NM

Net income (loss) attributable to Wynn Resorts, Limited (116,678) (142,892) 26,214 (18.3) 838 (456,267) 457,105 NM

Diluted net income (loss) per share (1.03) (1.27) 0.24 (18.9) 0.01 (4.00) 4.01 NM

NM - Not Meaningful.

The increase in operating revenues for the three months ended June 30, 2023 was primarily driven by increases of $409.7 million and $243.0 million from Wynn Palace and Wynn Macau, respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at restaurants.

The results of our Macau Operations for the three months ended June 30, 2022 were negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing, certain entry restrictions, and other mitigation procedures, related to the COVID-19 pandemic.

The increase in operating revenues for the three months ended September 30, 2023 was primarily driven by increases of $449.5 million and $254.6 million from Wynn Palace and Wynn Macau, respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at restaurants.

The results of our Macau Operations for the three months ended September 30, 2022 were negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, related to the COVID-19 pandemic.

Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated COVID-19 related protective measures.

As of the date of this report, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, which resulted in increased business volumes at our Macau Operations for the three months ended June 30, 2023.

The increase in net income attributable to Wynn Resorts, Limited for the three months ended June 30, 2023 was primarily related to increased operating revenues at our Macau Operations, partially offset by increased operating expenses associated with higher business volumes at our Macau Operations.

Financial results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended September 30, 2023 was due to increased operating revenues at our Macau Operations, offset by impairment losses for goodwill and intangible assets related to the Wynn Interactive reportable segment, and losses recorded in connection with changes in the fair value of a derivative instrument.

Financial results for the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Operating revenues

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

Three Months Ended June 30,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

9 unchanged sentences

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

Three Months Ended June 30,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

7 unchanged sentences

$ 1,671,936 $ 889,722 $ 782,214 87.9

Casino revenues for the three months ended June 30, 2023 were 57.2% of operating revenues, compared to 39.6% for the same period of 2022.

Non-casino revenues for the three months ended June 30, 2023 were 42.8% of operating revenues, compared to 60.4% for the same period of 2022.

Casino revenues for the three months ended September 30, 2023 were 58.2% of operating revenues, compared to 40.4% for the same period of 2022.

Non-casino revenues for the three months ended September 30, 2023 were 41.8% of operating revenues, compared to 59.6% for the same period of 2022.

Casino revenues

1 unchanged sentence

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,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

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VIP turnover $ 2,866,469 $ 283,744 $ 2,582,725 910.2

VIP table games win (loss) $ 129,030 $ (6,671) $ 135,701 NM

VIP win (loss) as a % of turnover 4.24 % (1.94) % 6.18

Table games win (loss) per unit per day $ 24,728 $ (1,600) $ 26,328 NM

VIP table games win $ 98,014 $ 9,271 $ 88,743 957.2

VIP win as a % of turnover 3.42 % 3.27 % 0.15

Table games win per unit per day $ 18,386 $ 2,381 $ 16,005 672.2

Average number of table games 244 212 32 15.1

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Poker rake $ 4,494 $ 74 $ 4,420 NM

Three Months Ended June 30,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

26 unchanged sentences

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

Three Months Ended June 30,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

21 unchanged sentences

Food and beverage revenues increased $42.7 million as a result of increased restaurant covers at our Macau Operations.

Entertainment, retail and other revenues increased $31.1 million, due to higher business volumes across our properties, including an increase in revenues of $12.5 million from our leased retail outlets at our Macau Operations.

Entertainment, retail and other revenues increased $34.8 million, primarily due to higher business volumes at our Macau Operations and our Las Vegas Operations, including an increase in revenues of $10.6 million from entertainment venue and convention-related sales at our Las Vegas Operations, and an increase in revenues of $8.0 million and $3.1 million from our leased retail outlets at our Macau Operations and our Las Vegas Operations, respectively.

Operating expenses

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

Three Months Ended June 30,

Three Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

5 unchanged sentences

General and administrative 268,445 201,275 67,170 33.4

Provision for credit losses (6,640) (3,487) (3,153) 90.4

Provision for credit losses 870 (8,186) 9,056 NM

Pre-opening 867 6,447 (5,580) (86.6)

Depreciation and amortization 171,969 172,502 (533) (0.3)

Property charges and other 16,019 26,909 (10,890) (40.5)

Impairment of goodwill and intangible assets 93,990 — 93,990 NM

Property charges and other 114,288 4,733 109,555 NM

Total operating expenses $ 1,609,341 $ 942,713 $ 666,628 70.7

Total operating expenses increased $384.6 million compared to the three months ended June 30, 2022, primarily due to increased casino, room, food and beverage, entertainment, retail and other, and general and administrative expenses, partially offset by decreased property charges and other expenses.

NM - Not meaningful.

The increase in total operating expenses was primarily due to increased operating costs associated with higher business volumes at each of our properties and an increase in impairment of goodwill and intangible assets and property charges at Wynn Interactive, as a result of our decision to close its online sports betting and iGaming platform, WynnBET, in certain jurisdictions.

Casino expenses increased $213.3 million and $116.3 million at Wynn Palace and Wynn Macau, respectively.

2 unchanged sentences

These increases resulted from higher operating costs related to an increase in room revenues at our Las Vegas Operations and Wynn Palace.

Food and beverage expenses increased $7.3 million and $4.1 million at Wynn Palace and Wynn Macau, respectively.

These increases resulted from higher operating costs related to an increase in food and beverage revenues at Wynn Palace and Wynn Macau.

Entertainment, retail and other expenses increased $4.7 million, $2.5 million, and $1.9 million at our Las Vegas operations, Wynn Macau, and Wynn Palace, respectively.

These increases resulted from higher operating costs related to increased revenues at our Las Vegas Operations and our Macau Operations.

None of the increased operating costs was individually significant.

General and administrative expenses increased primarily due to triple-net operating lease expense of $35.6 million at Encore Boston Harbor following the sale-leaseback transaction in December 2022.

Food and beverage expenses increased $18.5 million, $11.0 million, and $6.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

These increases resulted from higher operating costs related to an increase in food and beverage revenues at our Las Vegas Operations, Wynn Palace, and Wynn Macau.

Entertainment, retail and other expenses increased $8.9 million, $7.6 million, and $2.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively, primarily due to higher operating costs related to increased revenues at our Las Vegas Operations and our Macau Operations.

These increases were partially offset by a decrease in marketing and other operational costs of $9.7 million at Wynn Interactive.

General and administrative expenses increased primarily due to triple-net operating lease expense of $35.4 million at Encore Boston Harbor following the sale-leaseback transaction in December 2022, an increase of $11.0 million at our Las Vegas Operations attributable to payroll and other general and administrative expenses required to support higher business volumes.

In addition, corporate and other general and administrative expenses increased $12.7 million, primarily due to increased development costs.

For the three months ended June 30, 2023, pre-opening expenses totaled $1.5 million, which primarily related to new outlets and amenities across our properties.

For the three months ended June 30, 2022, pre-opening expenses totaled $4.5 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas.

Property charges and other expenses for the quarter ended June 30, 2023 consisted primarily of asset abandonments of $6.6 million and $1.1 million at our Las Vegas Operations and Wynn Palace, respectively, as well as contract termination and other expenses of $6.5 million at Wynn Macau.

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.

During the three months ended September 30, 2023, the Company recognized impairment of goodwill and other finite-lived intangible assets of $72.1 million and $21.9 million, respectively, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions.

Property charges and other expenses for the three months ended September 30, 2023 consisted primarily of contract termination and other expenses of $97.7 million, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions.

Property charges and other expenses for the three months ended September 30, 2023 also included other contract terminations and asset abandonments of $9.1 million, $3.4 million, and $1.3 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, 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.

Other non-operating income and expenses

Interest expense, net of capitalized interest, increased $35.4 million primarily due to an increase in the weighted average total debt balance and an increase in the weighted average interest rate to 6.08% for the three months ended June 30, 2023, from 5.14% for the three months ended June 30, 2022.

We recorded interest income of $44.1 million for the three months ended June 30, 2023, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement gain of $7.0 million and a loss of $10.1 million for the three months ended June 30, 2023 and 2022, respectively.

Interest expense, net of capitalized interest, increased $23.3 million primarily due to an increase in the weighted average total debt balance and an increase in the weighted average interest rate to 6.18% for the three months ended September 30, 2023, from 5.41% for the three months ended September 30, 2022.

We recorded interest income of $46.5 million for the three months ended September 30, 2023 primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement gain of $3.9 million and a loss of $0.9 million for the three months ended September 30, 2023 and 2022, respectively.

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

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

We recorded a gain of $24.3 million and $1.6 million for the three months ended June 30, 2023 and 2022, respectively, from change in derivatives fair value.

The change in derivatives fair value for the three months ended June 30, 2023 included a gain of $21.6 million recorded in relation to the conversion feature of the WML Convertible Bonds.

We recorded a $3.4 million loss on debt financing transactions for the three months ended June 30, 2023, primarily related to the issuance of the 2031 WRF Senior Notes, and the repurchase of the tendered 2025 WRF Senior Notes.

We recorded an income tax expense of $4.3 million and $0.7 million for the three months ended June 30, 2023 and 2022, respectively.

We recorded a loss of $50.6 million and a gain of $5.8 million for the three months ended September 30, 2023 and 2022, respectively, from change in derivatives fair value.

The change in derivatives fair value for the three months ended September 30, 2023 included a loss of $48.8 million recorded in relation to the conversion feature of the WML Convertible Bonds.

We recorded a $2.9 million gain on debt financing transactions for the three months ended September 30, 2023, related to the repurchase of the tendered 2025 WLV Senior Notes.

We recorded an income tax benefit of $2.7 million and an expense of $1.4 million for the three months ended September 30, 2023 and 2022, respectively.

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

operating profits.

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

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

deferred taxes.

We intend to continue to maintain a valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

3 unchanged sentences

However, the exact timing and amount of the valuation allowance release are uncertain.

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $22.7 million and net loss attributable to noncontrolling interests was $83.4 million for the three months ended June 30, 2023 and 2022, respectively.

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

Financial results for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $3.9 million and $64.9 million for the three months ended September 30, 2023 and 2022, respectively.

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

Financial results for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

Operating revenues

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

Six Months Ended June 30,

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

9 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

7 unchanged sentences

$ 4,691,437 $ 2,751,888 $ 1,939,549 70.5

Casino revenues for the six months ended June 30, 2023 were 55.6% of operating revenues, compared to 45.6% for the same period of 2022.

Non-casino revenues for the six months ended June 30, 2023 were 44.4% of operating revenues, compared to 54.4% for the same period of 2022.

Casino revenues for the nine months ended September 30, 2023 were 56.5% of operating revenues, compared to 43.9% for the same period of 2022.

Non-casino revenues for the nine months ended September 30, 2023 were 43.5% of operating revenues, compared to 56.1% for the same period of 2022.

Casino revenues

1 unchanged sentence

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,

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

31 unchanged sentences

Poker rake $ 13,807 $ 134 $ 13,673 NM

Six Months Ended June 30,

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

26 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,

2023 2022 Increase/ (Decrease) Percent Change

23 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

8 unchanged sentences

Depreciation and amortization 510,743 520,026 (9,283) (1.8)

Impairment of goodwill and intangible assets 94,490 48,036 46,454 96.7

Property charges and other 132,265 29,326 102,939 351.0

Total operating expenses $ 4,208,991 $ 2,951,772 $ 1,257,219 42.6

Total operating expenses increased $590.6 million compared to the six months ended June 30, 2022, primarily due to increased operating costs associated with higher business volumes at each of our properties, partially offset by decreased property charges and other expenses.

Casino expenses increased $494.7 million and $261.2 million at Wynn Palace and Wynn Macau, respectively.

2 unchanged sentences

These increases resulted from higher operating costs related to an increase in room revenues at our Las Vegas Operations and Wynn Palace.

Food and beverage expenses increased $31.0 million and $10.3 million at our Las Vegas Operations and Wynn Palace, respectively.

Food and beverage expenses increased $49.5 million, $21.3 million, and $12.3 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

These increases resulted from higher operating costs related to an increase in food and beverage revenues at our Las Vegas Operations and Wynn Palace.

Entertainment, retail and other expenses increased $30.8 million at our Las Vegas Operations as a result of higher operating costs associated with live and theatrical entertainment.

The increase was partially offset by a decrease of $13.0 million at Wynn Interactive, primarily due to decreased marketing costs.

Entertainment, retail and other expenses also increased $13.5 million at our Macau Operations as a result of higher operating costs associated with increased business volumes.

These increases were partially offset by a decrease in marketing and other operational costs of $22.7 million at Wynn Interactive.

General and administrative expenses increased primarily due to triple-net operating lease expense of $106.3 million at Encore Boston Harbor following the sale-leaseback transaction in December 2022, an increase of $26.7 million at our Las Vegas Operations attributable to payroll and other general and administrative expenses required to support higher business volumes, and increased corporate and other general and administrative expenses of $37.0 million, primarily due to development costs.

For the six months ended June 30, 2023, pre-opening expenses totaled $6.0 million, which primarily related to the launch of sports betting operations in Massachusetts.

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

Property charges and other expenses for the six months ended June 30, 2023 consisted primarily of asset abandonments of $6.7 million and $3.4 million at our Las Vegas Operations and Wynn Palace, respectively, as well as contract termination and other expenses of $6.5 million at Wynn Macau.

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.

For the nine months ended September 30, 2023, pre-opening expenses totaled $6.8 million, which primarily related to the launch of sports betting operations in Massachusetts.

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.

During the nine months ended September 30, 2023, the Company recognized impairment of goodwill and other finite-lived intangible assets of $72.1 million and $22.4 million, respectively, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions.

During the nine months ended September 30,

2022, the Company recognized impairment of goodwill and other intangible assets of $37.8 million and $10.3 million, respectively, as a result of changes in forecasts and other industry-specific factors and our decision to cease Wynn Interactive's BetBull operations.

Property charges and other expenses for the nine months ended September 30, 2023 consisted primarily of contract termination and other expenses of $97.7 million, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions.

Property charges and other expenses for the nine months ended September 30, 2023 also included other contract terminations of $9.6 million at Wynn Macau, and asset abandonments of $12.2 million and $8.0 million at Wynn Palace and our Las Vegas Operations, respectively.

Property charges and other expenses for the nine months ended September 30, 2022 consisted primarily of restructuring costs of $7.1 million 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.

Other non-operating income and expenses

Interest expense, net of capitalized interest, increased $71.0 million primarily due to an increase in the weighted average total debt balance and an increase in the weighted average interest rate to 6.02% for the six months ended June 30, 2023, from 5.09% for the six months ended June 30, 2022.

We recorded interest income of $84.3 million for the six months ended June 30, 2023, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement loss of $23.7 million and $25.2 million for the six months ended June 30, 2023 and 2022, respectively.

Interest expense, net of capitalized interest, increased $94.3 million primarily due to an increase in the weighted average total debt balance and an increase in the weighted average interest rate to 6.08% for the nine months ended September 30, 2023, from 5.20% for the nine months ended September 30, 2022.

We recorded interest income of $130.9 million for the nine months ended September 30, 2023, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement loss of $19.8 million and $26.1 million for the nine months ended September 30, 2023 and 2022, 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 primarily drove the variability between periods.

We recorded a gain of $47.4 million and $9.0 million for the six months ended June 30, 2023 and 2022, respectively, from change in derivatives fair value.

The change in derivatives fair value for the six months ended June 30, 2023 included a gain of $46.5 million recorded in relation to the conversion feature of the WML Convertible Bonds.

We recorded a $15.6 million loss on debt financing transactions for the six months ended June 30, 2023, primarily related to the issuance of the 2031 WRF Senior Notes and the repurchase of the tendered 2025 WRF Senior Notes.

We recorded income tax expense of $5.3 million and $1.9 million for the six months ended June 30, 2023 and 2022, respectively.

We recorded a loss of $3.3 million and a gain of $14.8 million for the nine months ended September 30, 2023 and 2022, respectively, from change in derivatives fair value.

The change in derivatives fair value for the nine months ended September 30, 2023 included a loss of $2.3 million recorded in relation to the conversion feature of the WML Convertible Bonds.

We recorded a $12.7 million loss on debt financing transactions for the nine months ended September 30, 2023, primarily related to the issuance of the 2031 WRF Senior Notes and the repurchase of the tendered 2025 WRF Senior Notes.

We recorded income tax expense of $2.6 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively.

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

operating profits.

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

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

deferred taxes.

We intend to continue to maintain a valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

4 unchanged sentences

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $11.5 million and net loss attributable to noncontrolling interests was $154.7 million for the six months ended June 30, 2023 and 2022, respectively.

Net income attributable to noncontrolling interests was $7.6 million and net loss attributable to noncontrolling interests was $219.6 million for the nine months ended September 30, 2023 and 2022, respectively.

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

1 unchanged sentence

As further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 18, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments.

Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses.

Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, gain (loss) on debt financing transactions, and other non-operating income and expenses.

Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.

2 unchanged sentences

Gaming companies have historically reported EBITDAR as a supplement to GAAP.

In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

However, Adjusted Property EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.

3 unchanged sentences

The following table summarizes Adjusted Property EBITDAR (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 EBITDAR to net income (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,

2023 2022 Increase/ (Decrease) Percent Change 2023 2022 Increase/ (Decrease) Percent Change

5 unchanged sentences

NM - Not meaningful.

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $206.6 million and $130.0 million for the three months ended June 30, 2023, respectively, and $318.5 million and $179.4 million for the six months ended June 30, 2023, respectively, primarily due to an increase in operating revenues of $409.7 million and $243.0 million for the three months ended June 30, 2023, respectively, and $615.7 million and $338.6 million for the six months ended June 30, 2023, respectively, partially offset by an increase in operating expenses.

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

Over the course of December 2022 and January 2023, the Macau authorities relaxed or eliminated COVID-19 related protective measures, which resulted in increased business volumes at our Macau Operations for the three and six months ended June 30, 2023.

Adjusted Property EBITDAR at our Las Vegas Operations decreased $2.6 million for the three months ended June 30, 2023, primarily due to an increase in operating expenses, partially off by an increase in revenues.

Adjusted Property EBITDAR at our Las Vegas Operations increased $69.6 million for the six months ended June 30, 2023, primarily due to an increase in revenues from casino, hotel, and food and beverage operations, partially offset by increased operating expenses.

Adjusted Property EBITDAR at Encore Boston Harbor increased $5.4 million and $13.5 million for the three and six months ended June 30, 2023, primarily due to an increase in revenues from casino operations, partially offset by increased operating expenses.

Adjusted Property EBITDAR at Wynn Interactive increased $6.0 million and $16.4 million for the three and six months ended June 30, 2023, primarily due to a decrease in marketing and promotional expense.

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $198.9 million and $121.7 million for the three months ended September 30, 2023, respectively, and $517.3 million and $301.2 million for the nine months ended September 30, 2023, respectively, primarily due to an increase in operating revenues of $449.5 million and $254.6 million for the three months ended September 30, 2023, respectively, and $1.07 billion and $593.3 million for the nine months ended September 30, 2023, respectively, partially offset by an increase in operating expenses.

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

Adjusted Property EBITDAR at our Las Vegas Operations increased $24.0 million for the three months ended September 30, 2023, primarily due to an increase in operating revenues, partially off by an increase in operating expenses.

Adjusted Property EBITDAR at our Las Vegas Operations increased $93.6 million for the nine months ended September 30, 2023, primarily due to an increase in revenues from casino, hotel, and food and beverage operations, partially offset by increased operating expenses.

Adjusted Property EBITDAR at Encore Boston Harbor increased $12.9 million for the nine months ended September 30, 2023, primarily due to an increase in revenues from casino operations, partially offset by increased operating expenses.

Adjusted Property EBITDAR at Wynn Interactive increased $12.9 million and $29.3 million for the three and nine months ended September 30, 2023, respectively, primarily due to a decrease in marketing and promotional expense.

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 2023 2022

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Capital expenditures, net of construction payables and retention (329,428) (273,251)

Purchase of investment securities (286,519) —

Purchase of investments (786,519) —

Purchase of intangible and other assets (62,921) (10,919)

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Other (7,773) —

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

Net cash (used in) provided by financing activities (527,855) 9,441

Effect of exchange rate on cash, cash equivalents and restricted cash (3,721) (1,119)

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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, 2023, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations, our Las Vegas Operations, and Encore Boston Harbor, which was partially offset by an increase in operating expenses associated with higher business volumes.

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 nine months ended September 30, 2023, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes.

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.

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, 2023, we incurred capital expenditures of $96.1 million at our Las Vegas Operations, $41.3 million at Encore Boston Harbor, $14.1 million at Wynn Palace, and $8.9 million at Wynn Macau primarily related to maintenance capital expenditures, and $55.0 million at Corporate and other primarily related to future development projects.

In addition, during the six months ended June 30, 2023, we purchased $286.5 million in investment securities.

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 theater reconfiguration, 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 nine months ended September 30, 2023, we incurred capital expenditures of $137.7 million at our Las Vegas Operations, $56.5 million at Encore Boston Harbor, $38.1 million at Wynn Palace, and $18.8 million at Wynn Macau primarily related to maintenance capital expenditures, and $78.4 million at Corporate and other primarily related to future development projects.

In addition, during the nine months ended September 30, 2023, we purchased $786.5 million in investments, comprised of United States treasury bills and fixed deposits maturing in less than one year.

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.

Financing Activities

During the six months ended June 30, 2023, the cash flows from financing activities was primarily due to the following debt issuances and repayments (in thousands):

Proceeds from issuance Repayments

During the nine months ended September 30, 2023, the cash flows from financing activities was primarily due to the following debt issuances, repayments, and repurchases (in thousands):

Proceeds from issuance Repayments and repurchases

WRF 7 1/8% Senior Notes, due 2031 $ 600,000 $ —

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WRF 7 3/4% Senior Notes, due 2025 — 600,000

Wynn Las Vegas 4 1/4% Senior Notes, due 2023

WLV 4 1/4% Senior Notes, due 2023

WLV 5 1/2% Senior Notes, due 2025 — 399,999

WRF Term Loan, due 2024 — 22,813

Total $ 1,200,000 $ 1,522,812

In addition, during the six months ended June 30, 2023, we made dividend payments of $28.7 million, paid $41.1 million for financing costs related to the financing activities above and used cash of $8.9 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

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.

In addition, during the nine months ended September 30, 2023, we repurchased 596,948 shares of our common stock for approximately $56.2 million.

We also made dividend payments of $56.7 million, paid $41.2 million for financing costs related to the financing activities above and used cash of $15.9 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

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.

Capital Resources

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity presented by significant financing entity as of June 30, 2023 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver borrowing capacity presented by significant financing entity as of September 30, 2023 (in thousands):

Total Cash and Cash Equivalents Investments (1)

Revolver Borrowing Capacity

Wynn Macau, Limited and subsidiaries $ 1,199,881 $ 646,187 $ —

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Total $ 2,788,108 $ 791,676 $ 736,985

(1) Investments consist of investments in United States treasury bills and fixed deposits maturing in less than one year.

(2) Excluding Wynn Macau, Limited and subsidiaries.

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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, WM Cayman II Revolver, and WML Convertible Bonds.

WML paid no dividends during 2022 or the first half of 2023.

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

WML paid no dividends during 2022 or the nine months ended September 30, 2023.

Pursuant to the amended and restated facility agreement dated June 27, 2023, the base rate applicable to loans denominated in U.S.

dollars made pursuant to the WM Cayman II Revolver transitioned to the term secured overnight financing rate ("Term SOFR"), plus 0.10% (which is subject to a minimum floor of 0.00%), plus (b) a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

dollars made pursuant to the WM Cayman II Revolver transitioned to the term secured overnight financing rate ("Term SOFR"), plus a credit adjustment spread of 0.10%, plus (b) a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

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

The loans denominated in Hong Kong dollars under the WM Cayman II Revolver bear interest at HIBOR plus a margin of 1.875% to 2.875% per annum based on WM Cayman II's leverage ratio on consolidated basis.

The final maturity of all outstanding loans under the Revolving Facility remains unchanged at September 16, 2025.

The amended and restated facility agreement also reflected the prior agreement of the lenders under the WM Cayman II Revolver to waive certain financial covenants therein in respect of the relevant periods ending on the following applicable test dates:

(a) June 30, 2022;

(b) September 30, 2022;

and (d) March 31, 2023;

and to provide for a floor on the interest rate margin of 2.625% per annum through June 30, 2023.

WML , as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied.

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

on June 30, 2023, it would be subject to minimal U.S.

on September 30, 2023, it would be subject to minimal U.S.

taxes in the year of repatriation.

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

(together with WRF, the "WRF Issuers") issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") in a private

(together with WRF, the "WRF Issuers") issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") 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.

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On May 17, 2023, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Agreement Amendment") to its existing credit agreement (the "WRF Credit Agreement").

In August 2023, Wynn Las Vegas repurchased $400.0 million aggregate principal amount of its 5 1/2% Senior Notes due 2025, at a price equal to 94% of the principal amount, plus accrued interest and an early tender premium of $20.0 million and the related fees and expenses, using cash held by Wynn Resorts.

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to:

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

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

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

The Company paid a cash dividend of $0.25 per share in each of the quarters ended June 30, 2023 and September 30, 2023 and recorded $28.5 million and $28.2 million, respectively, against accumulated deficit.

On November 9, 2023, the Company declared a cash dividend of $0.25 per share, payable on November 30, 2023 to stockholders of record as of November 20, 2023.

Other Factors Affecting Liquidity

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Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

During the three and six months ended June 30, 2023, we did not

repurchase any shares of our common stock under this equity repurchase program.

As of June 30, 2023, we had $628.8 million in repurchase authority remaining under the program.

We repurchased 596,948 shares of our common stock at an average price of $94.11 per share, for an aggregate cost of $56.2 million under this equity repurchase program during the three and nine months ended September 30, 2023.

As of September 30, 2023, we had $572.7 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.

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Contractual Commitments

During the six months ended June 30, 2023, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

During the six months ended June 30, 2023, our fixed interest rate long-term debt obligations increased by a net amount of $100.0 million, as a result of $1.20 billion in long-term debt issuances, net of $1.10 billion in debt repayments.

Additionally, our annual fixed interest payments are expected to increase $10.4 million in 2023, $23.3 million in 2024, $56.2 million in 2025, $69.8 million in each of 2026 and 2027, and $166.2 million thereafter, primarily as a result of the issuance of the WRF 2031 Senior Notes and the WML Convertible Bonds and the repurchase of the tendered 2025 WRF Senior Notes and the 2023 Wynn Las Vegas Senior Notes, each as described above.

During the nine months ended September 30, 2023, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

During the nine months ended September 30, 2023, our fixed interest rate long-term debt obligations decreased by a net amount of $300.0 million, as a result of $1.20 billion in long-term debt issuances, net of $1.50 billion in debt repayments.

Additionally, our annual fixed interest payments are expected to increase $2.2 million in 2023, $1.3 million in 2024, $52.5 million in 2025, $69.8 million in each of 2026 and 2027, and $166.2 million thereafter, primarily as a result of the issuance of the WRF 2031 Senior Notes and the WML Convertible Bonds and the repurchase of the tendered 2025 WRF Senior Notes, the tendered 2025 Wynn Las Vegas Senior Notes, and the 2023 Wynn Las Vegas Senior Notes, each as described above.

As of September 30, 2023, our other commitments are expected to increase $7.5 million in 2023, $32.5 million in 2024, and $13.9 million in 2025.

Critical Accounting Policies and Estimates

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, 2022.

Except as described below, there have been no significant changes to these policies for the six months ended June 30, 2023:

Except as described below, there have been no significant changes to these policies for the nine months ended September 30, 2023:

WML Convertible Bond Conversion Option Derivative

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

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

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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