What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-07 compared with 2023-11-09 · 110 added, 341 removed, 293 unchanged (61% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2022.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2023.

Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries.

5 unchanged sentences

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A — "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

• the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, including the COVID-19 pandemic, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts and/or terrorist attacks;

• extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;

1 unchanged sentence

• our dependence on key managers and employees;

• the deterioration of the macroeconomic environment, including an economic downturn or recession or worsening geopolitical tensions that could reduce discretionary consumer spending;

• our ability to maintain our gaming licenses and concessions and comply with applicable gaming law;

• international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend;

• disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;

• public perception of our resorts and the level of service we provide;

3 unchanged sentences

• win rates for our gaming operations;

• construction and regulatory risks associated with our current and future construction projects;

• any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;

• construction and regulatory risks associated with our current and future construction projects or co-investments in such projects;

• any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act;

• our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property;

10 unchanged sentences

• continued compliance with the covenants in our debt agreements.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC.

Further information on potential factors that could affect our business, financial condition, results of operations and cash flows are included elsewhere in this report and our other filings with the SEC.

You should not place undue reliance on any forward-looking statements, which are based only on information available to us at the time this statement is made.

2 unchanged sentences

Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), our concessionaire Wynn Resorts (Macau) S.A.

("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region ("Macau") of the People's Republic of China ("PRC"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas.

Additionally, we are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture").

We are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture").

We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations.

In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

We also hold an approximately 97% interest in, and consolidate, Wynn Interactive Ltd.

("Wynn Interactive"), through which we operate WynnBET, our digital sports betting and casino gaming business.

The results of Wynn Interactive Ltd.

("Wynn Interactive") are included in Corporate and other.

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

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Condensed Consolidated Statements of Operations are presented.

These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues.

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Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

• Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

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

Poker tables are not included in our measure of average number of table games.

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Results of Operations

Summary of third quarter 2023 results

Summary of first quarter 2024 results

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

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

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

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

Operating revenues $ 1,862,909 $ 1,423,679 $ 439,230 30.9

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

Net income attributable to Wynn Resorts, Limited 144,216 12,332 131,884 NM

Diluted net income (loss) per share 1.30 (0.02) 1.32 NM

NM - Not meaningful.

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 September 30, 2023.

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.

The increase in operating revenues for the three months ended March 31, 2024 was primarily driven by increases of $217.5 million and $181.0 million from Wynn Palace and Wynn Macau, respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at our restaurants.

Since the elimination of COVID-19 related protective measures by Macau authorities in January 2023, visitation to Macau and to our Macau Operations has improved, resulting in increased business volumes at our Macau Operations for the three months ended March 31, 2024.

The increase in net income attributable to Wynn Resorts, Limited for the three months ended March 31, 2024 was primarily due to increased operating revenues at our Macau Operations, partially offset by an increase in operating expenses.

Financial results for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Operating revenues

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

Three Months Ended September 30,

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

6 unchanged sentences

Encore Boston Harbor 217,784 216,306 1,478 0.7

Wynn Interactive 22,778 17,934 4,844 27.0

Corporate and other 9,932 20,520 (10,588) (51.6)

$ 1,862,909 $ 1,423,679 $ 439,230 30.9

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

Three Months Ended September 30,

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

7 unchanged sentences

$ 1,862,909 $ 1,423,679 $ 439,230 30.9

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 for the three months ended March 31, 2024 were 60.2% of operating revenues, compared to 53.9% for the same period of 2023.

Non-casino revenues for the three months ended March 31, 2024 were 39.8% of operating revenues, compared to 46.1% for the same period of 2023.

Casino revenues

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the discontinuation of pandemic-related travel restrictions in Macau in late 2022 and early 2023.

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the elimination of COVID-19 related protective measures by Macau authorities in January 2023.

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 September 30,

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

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Slot machine win per unit per day $ 494 $ 341 $ 153 44.9

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

Three Months Ended September 30,

Poker rake $ 5,019 $ 3,936 $ 1,083 27.5

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

23 unchanged sentences

Poker rake $ 5,781 $ 5,682 $ 99 1.7

NM - Not meaningful.

Non-casino revenues

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

Three Months Ended September 30,

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

19 unchanged sentences

REVPAR $ 342 $ 309 $ 33 10.7

Room revenues increased $92.1 million, primarily due to higher occupancy and ADR at our Macau Operations.

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 $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.

Room revenues increased $54.9 million, primarily due to higher ADR at all of our properties and higher occupancy at our Macau Operations.

Food and beverage revenues increased $34.3 million, primarily due to increased restaurant covers at our Las Vegas Operations and our Macau Operations.

Entertainment, retail and other revenues decreased $4.5 million, primarily due to decreased operating revenues at Wynn Interactive following the closure of WynnBET, Wynn Interactive's digital sports betting and casino gaming business, in certain jurisdictions.

Operating expenses

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

Three Months Ended September 30,

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

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Depreciation and amortization 174,933 168,812 6,121 3.6

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

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

Property charges and other 16,948 2,458 14,490 589.5

Total operating expenses $ 1,499,968 $ 1,254,164 $ 245,804 19.6

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.

The increase in total operating expenses was primarily due to increased operating costs associated with higher business volumes at each of our properties, partially offset by decreased entertainment, retail and other expenses related to Wynn Interactive following the closure of WynnBET, Wynn Interactive's digital sports betting and casino gaming business, in certain jurisdictions.

Casino expenses increased $111.1 million and $83.3 million at Wynn Palace and Wynn Macau, respectively.

These increases resulted from higher operating costs, including $102.3 million and $78.6 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $5.7 million and $3.2 million at our Las Vegas Operations and Wynn Palace, respectively.

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 $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.

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 $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.

dollar, on the remeasurements of U.S.

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

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 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.

However, given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance on certain U.S.

deferred tax assets will no longer be needed.

Release of the valuation allowance would result in the recognition of our deferred tax assets and a decrease to income tax expense for the period the release is recorded.

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

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):

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Operating revenues

Macau Operations:

Wynn Palace $ 1,362,486 $ 297,224 $ 1,065,262 358.4

Wynn Macau 827,335 234,051 593,284 253.5

Total Macau Operations 2,189,821 531,275 1,658,546 312.2

Las Vegas Operations 1,783,802 1,546,644 237,158 15.3

Encore Boston Harbor 648,641 612,733 35,908 5.9

Wynn Interactive 69,173 61,236 7,937 13.0

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

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

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Operating revenues

Casino revenues $ 2,652,444 $ 1,209,323 $ 1,443,121 119.3

Non-casino revenues:

Rooms 838,372 568,886 269,486 47.4

Food and beverage 757,079 628,566 128,513 20.4

Entertainment, retail and other 443,542 345,113 98,429 28.5

Total non-casino revenues 2,038,993 1,542,565 496,428 32.2

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

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

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the discontinuation of pandemic-related travel restrictions in Macau in late 2022 and early 2023.

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

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Macau Operations:

Total casino revenues $ 1,054,007 $ 186,968 $ 867,039 463.7

Average number of table games 55 54 1 1.9

VIP turnover $ 8,202,165 $ 1,593,761 $ 6,608,404 414.6

VIP table games win $ 289,492 $ 22,353 $ 267,139 1,195.1

VIP win as a % of turnover 3.53 % 1.40 % 2.13

Table games win per unit per day $ 19,233 $ 1,587 $ 17,646 1,111.9

Average number of table games 240 226 14 6.2

Table drop $ 4,414,990 $ 939,474 $ 3,475,516 369.9

Table games win $ 968,967 $ 195,205 $ 773,762 396.4

Table games win % 21.9 % 20.8 % 1.1

Table games win per unit per day $ 14,763 $ 3,305 $ 11,458 346.7

Average number of slot machines 579 638 (59) (9.2)

Slot machine handle $ 1,760,345 $ 502,856 $ 1,257,489 250.1

Slot machine win $ 75,236 $ 22,989 $ 52,247 227.3

Slot machine win per unit per day $ 476 $ 138 $ 338 244.9

Total casino revenues $ 649,627 $ 165,221 $ 484,406 293.2

Average number of table games 45 38 7 18.4

VIP turnover $ 3,727,106 $ 1,341,567 $ 2,385,539 177.8

VIP table games win $ 130,574 $ 50,864 $ 79,710 156.7

VIP win as a % of turnover 3.50 % 3.79 % (0.29)

Table games win per unit per day $ 10,569 $ 5,164 $ 5,405 104.7

Average number of table games 214 242 (28) (11.6)

Table drop $ 3,597,557 $ 852,832 $ 2,744,725 321.8

Table games win $ 613,154 $ 135,074 $ 478,080 353.9

Table games win % 17.0 % 15.8 % 1.2

Table games win per unit per day $ 10,485 $ 2,140 $ 8,345 390.0

Average number of slot machines 521 630 (109) (17.3)

Slot machine handle $ 1,559,698 $ 676,531 $ 883,167 130.5

Slot machine win $ 47,892 $ 23,902 $ 23,990 100.4

Slot machine win per unit per day $ 337 $ 145 $ 192 132.4

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

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Las Vegas Operations:

Total casino revenues $ 460,606 $ 393,930 $ 66,676 16.9

Average number of table games 233 234 (1) (0.4)

Table drop $ 1,768,057 $ 1,683,317 $ 84,740 5.0

Table games win $ 431,896 $ 386,306 $ 45,590 11.8

Table games win % 24.4 % 22.9 % 1.5

Table games win per unit per day $ 6,777 $ 6,047 $ 730 12.1

Average number of slot machines 1,650 1,711 (61) (3.6)

Slot machine handle $ 4,733,534 $ 4,026,675 $ 706,859 17.6

Slot machine win $ 325,883 $ 278,250 $ 47,633 17.1

Slot machine win per unit per day $ 723 $ 596 $ 127 21.3

Poker rake $ 16,243 $ 12,729 $ 3,514 27.6

Encore Boston Harbor:

Total casino revenues $ 488,204 $ 463,204 $ 25,000 5.4

Average number of table games 193 185 8 4.3

Table drop $ 1,064,092 $ 1,077,261 $ (13,169) (1.2)

Table games win $ 230,170 $ 234,024 $ (3,854) (1.6)

Table games win % 21.6 % 21.7 % (0.1)

Table games win per unit per day $ 4,368 $ 4,624 $ (256) (5.5)

Average number of slot machines 2,547 2,754 (207) (7.5)

Slot machine handle $ 3,933,388 $ 3,703,990 $ 229,398 6.2

Slot machine win $ 316,129 $ 298,842 $ 17,287 5.8

Slot machine win per unit per day $ 455 $ 397 $ 58 14.6

Poker rake $ 16,116 $ 4,580 $ 11,536 251.9

NM - Not meaningful.

Non-casino revenues

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

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Macau Operations:

Total room revenues (dollars in thousands) $ 151,311 $ 27,813 $ 123,498 444.0

Occupancy 93.8 % 34.4 % 59.4

ADR $ 327 $ 160 $ 167 104.4

REVPAR $ 307 $ 55 $ 252 458.2

Total room revenues (dollars in thousands) $ 79,774 $ 18,547 $ 61,227 330.1

Occupancy 95.5 % 37.4 % 58.1

ADR $ 281 $ 163 $ 118 72.4

REVPAR $ 268 $ 61 $ 207 339.3

Las Vegas Operations:

Total room revenues (dollars in thousands) $ 541,392 460,707 $ 80,685 17.5

Occupancy 89.8 % 85.5 % 4.3

ADR $ 473 $ 440 $ 33 7.5

REVPAR $ 424 $ 376 $ 48 12.8

Encore Boston Harbor:

Total room revenues (dollars in thousands) $ 65,895 $ 61,819 $ 4,076 6.6

Occupancy 92.9 % 90.6 % 2.3

ADR $ 389 $ 374 $ 15 4.0

REVPAR $ 362 $ 339 $ 23 6.8

Room revenues increased $269.5 million, primarily due to higher occupancy and ADR at our Macau Operations and our Las Vegas Operations.

Food and beverage revenues increased $128.5 million, primarily due to increased restaurant covers at our Las Vegas Operations and our Macau Operations.

Entertainment, retail and other revenues increased $98.4 million due to higher business volumes across our properties, including an increase in revenues of $31.0 million from entertainment venue and convention-related sales at our Las Vegas Operations and an increase in revenues of $27.2 million from our leased retail outlets at our Macau Operations.

Operating expenses

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

Nine Months Ended September 30,

2023 2022 Increase/ (Decrease) Percent Change

Operating expenses:

Casino $ 1,594,761 $ 808,044 $ 786,717 97.4

Rooms 224,275 191,474 32,801 17.1

Food and beverage 605,376 517,515 87,861 17.0

Entertainment, retail and other 261,035 236,853 24,182 10.2

General and administrative 785,538 598,433 187,105 31.3

Provision for credit losses (6,314) (11,331) 5,017 (44.3)

Pre-opening 6,822 13,396 (6,574) (49.1)

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

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

These increases resulted from higher operating costs, including increases of $463.4 million and $250.8 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $18.6 million and $7.8 million at our Las Vegas Operations and Wynn Palace, respectively.

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 $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.

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 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.

Room expenses increased $7.9 million at our Las Vegas Operations as a result of higher payroll and other operational costs, commensurate with the increase in room revenues.

Food and beverage expenses increased $17.9 million and $4.9 million at our Las Vegas Operations and Wynn Palace, 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, respectively.

Entertainment, retail and other expenses decreased $28.1 million at Corporate and other as a result of decreased marketing and other operational costs relating to Wynn Interactive.

General and administrative expenses increased primarily due to increases of $5.5 million and $2.5 million at Wynn Palace and our Las Vegas Operations, respectively, attributable to payroll and other general and administrative expenses required to support higher business volumes.

Property charges and other expenses for the three months ended March 31, 2024 consisted primarily of asset abandonments of $11.4 million at Wynn Palace and contract termination and other expenses of $5.1 million related to Wynn Interactive.

Property charges and other expenses for the three months ended March 31, 2023 consisted primarily of asset abandonments of $2.2 million at Wynn Palace.

Other non-operating income and expenses

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.

Interest expense, net of capitalized interest, decreased $5.3 million primarily due to a decrease in the weighted average debt balance, from $12.61 billion for the three months ended March 31, 2023, to $11.92 billion for the three months ended March 31, 2024, the effect of which was partially offset by an increase in the weighted average interest rate from 5.95% for the three months ended March 31, 2023, to 6.11% for the three months ended March 31, 2024.

We recorded interest income of $40.2 million in each of the three months ended March 31, 2024 and 2023, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement loss of $4.7 million and $30.6 million for the three months ended March 31, 2024 and 2023, respectively.

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

dollar, on the remeasurements of U.S.

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

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 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.

deferred tax assets will no longer be needed.

Release of the valuation allowance would result in the recognition of our deferred tax assets and a decrease to income tax expense for the period the release is recorded.

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

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

We recorded a loss of $17.9 million and a gain of $23.0 million for the three months ended March 31, 2024 and 2023, respectively, from change in derivatives fair value, primarily related to the conversion feature of the WML Convertible Bonds.

We recorded a $1.6 million loss on debt financing transactions for the three months ended March 31, 2024, primarily related to the issuance of the 2031 Add-On WRF Senior Notes and the repurchase of the 2025 WLV Senior Notes.

We recorded a $12.2 million loss on debt financing transactions for the three months ended March 31, 2023, primarily related to the issuance of the 2031 WRF Senior Notes and the repurchase of the 2025 WRF Senior Notes.

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

Net income (loss) attributable to noncontrolling interests

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.

Net income attributable to noncontrolling interests was $32.3 million and net loss attributable to noncontrolling interest was $11.2 million for the three months ended March 31, 2024 and 2023, respectively.

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

Segment Information

As further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "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, 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 net income 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 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.

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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.

Unlike net income (loss), Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

We have significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR.

However, Adjusted Property EBITDAR should not be considered as an alternative to operating income 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.

Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

Adjusted Property EBITDAR.

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

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 September 30, Nine Months Ended September 30,

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

Wynn Palace $ 177,048 $ (21,808) $ 198,856 NM $ 444,713 $ (72,622) $ 517,335 NM

Wynn Macau 77,939 (43,806) 121,745 NM 212,274 (88,878) 301,152 NM

The following table summarizes Adjusted Property EBITDAR (dollars in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, Encore Boston Harbor, and Corporate and other as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Three Months Ended March 31,

2024 2023 Increase/ (Decrease) Percent Change

Wynn Palace $ 202,370 $ 111,058 $ 91,312 82.2

Wynn Macau 137,186 44,745 92,441 206.6

Las Vegas Operations 246,262 231,597 14,665 6.3

Encore Boston Harbor 63,135 63,414 (279) (0.4)

Wynn Interactive (4,864) (17,748) 12,884 (72.6) (40,896) (70,202) 29,306 (41.7)

NM - Not meaningful.

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.

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 nine months ended September 30, 2023.

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.

Corporate and other (2,418) (21,068) 18,650 (88.5)

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $91.3 million and $92.4 million for the three months ended March 31, 2024, respectively, primarily due to an increase in operating revenues of $217.5 million and $181.0 million for the three months ended March 31, 2024, respectively, partially offset by an increase in operating expenses.

Adjusted Property EBITDAR at our Las Vegas Operations increased $14.7 million for the three months ended March 31, 2024, primarily due to an increase in revenues from room and food and beverage operations of $39.0 million and $21.1 million, respectively, partially offset by an increase in operating expenses.

Adjusted Property EBITDAR at Corporate and other increased $18.6 million for the three months ended March 31, 2024, primarily due to a decrease in marketing and promotional expense of $28.1 million related to Wynn Interactive following our decision, announced in August 2023, to close WynnBET, Wynn Interactive's digital sports betting and casino gaming business, in certain jurisdictions.

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):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows - Summary 2024 2023

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Capital expenditures, net of construction payables and retention (97,702) (124,466)

Purchase of investments (786,519) —

Investments in unconsolidated affiliate (69,928) —

Purchase of intangible and other assets (15) (7,741)

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Proceeds from exercise of stock options 1,017 —

Proceeds from issuance of subsidiary common stock — 2,895

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

Distribution to noncontrolling interest (5,996) (4,502)

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Effect of exchange rate on cash, cash equivalents and restricted cash (2,375) (2,567)

Decrease in cash, cash equivalents and restricted cash $ (903,404) $ (428,401)

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

Operating Activities

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

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.

During the three months ended March 31, 2024, 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 three months ended March 31, 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.

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 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.

During the three months ended March 31, 2024, we incurred capital expenditures of $24.7 million at our Las Vegas Operations, $11.8 million at Encore Boston Harbor, $29.5 million at Wynn Palace, and $17.3 million at Wynn Macau primarily related to maintenance capital expenditures, and $14.4 million at Corporate and other primarily related to future development projects.

In addition, during the three months ended March 31, 2024, we made $69.9 million of investments in Island 3 AMI FZ-LLC, an unconsolidated affiliate which is constructing Wynn Al Marjan Island.

During the three months ended March 31, 2023, we incurred capital expenditures of $38.5 million at our Las Vegas Operations, $30.1 million at Encore Boston Harbor, $6.4 million at Wynn Palace, and $3.0 million at Wynn Macau primarily related to maintenance capital expenditures, and $46.5 million at Corporate and other primarily related to future development projects.

Financing Activities

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):

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the three months ended March 31, 2024 (in thousands):

Proceeds from issuance Repayments and repurchases

WRF 7 1/8% Senior Notes, due 2031 $ 412,000 $ —

WM Cayman II Revolver, due 2025

WLV 5 1/2% Senior Notes, due 2025 — 796,691

WRF Credit Facilities:

WRF Term Loan, due 2024 — 944

WRF Term Loan, due 2027 — 9,368

Total $ 412,000 $ 956,666

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the three months ended March 31, 2023 (in thousands):

Proceeds from issuance Repayments and repurchases

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

WML 4 1/2% Convertible Bonds, due 2029 600,000 —

WRF 7 3/4% Senior Notes, due 2025 — 506,473

WLV 4 1/4% Senior Notes, due 2023

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

Wynn Las Vegas 4 1/4% Senior Notes, due 2023 — 500,000

WRF Term Loan, due 2024 — 12,500

Total $ 1,200,000 $ 1,018,973

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, investments, and available revolver borrowing capacity presented by significant financing entity as of September 30, 2023 (in thousands):

The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver borrowing capacity, excluding capacity under intercompany loan agreements, presented by significant financing entity as of March 31, 2024 (in thousands):

Total Cash and Cash Equivalents Investments (1)

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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 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 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.

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.

On March 7, 2023, WML completed an offering (the "Offering") of $600.0 million 4.50% convertible bonds due 2029 (the "WML Convertible Bonds").

The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed").

The net proceeds from the Offering, after deduction of commission and other related expenses, were $585.9 million.

WML intends to use the proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50% per annum.

The WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, at the initial conversion price of approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right").

The conversion price is at the fixed rate of HK$7.8497 (equivalent to US$1.00), subject to standard adjustments for certain dilutive events as described in the Terms and Conditions.

WML has the option, in its sole discretion, to pay to the relevant bondholder an amount of cash equivalent in order to satisfy the Conversion Right in whole or in part.

The holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to (but excluding) the date fixed for redemption;

or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

The WML Convertible Bonds may also be redeemed at the option of WML in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions, under certain circumstances specified in the Trust Deed.

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

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

taxes in the year of repatriation.

WML paid no dividends during 2023 or the three months ended March 31, 2024.

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

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

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

If our portion of cash available for repatriation was repatriated on March 31, 2024, it would be subject to minimal U.S.

Wynn Resorts Finance, LLC and subsidiaries.

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We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries, which include WML, Wynn Las Vegas, LLC, and Wynn MA.

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries.

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.

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 offering.

The 2031 WRF Senior Notes were issued at par, for proceeds of $596.2 million, net of $3.8 million of related fees and expenses.

Also on February 16, 2023, WRF completed a cash tender offer for any and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid tenders with respect to $506.4 million and paid a tender premium of $12.4 million.

We used a portion of the net proceeds from the offering of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and expenses, and intend to use the remaining net proceeds for general corporate purposes.

In April 2023, we repurchased the remaining outstanding 2025 WRF Senior Notes using the remaining net proceeds from the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938% of the principal amount plus accrued interest under the terms of its indenture.

In March 2023, we repurchased all of the outstanding Wynn Las Vegas 4.25% Senior Notes due 2023 of $500.0 million using cash held by WRF, at a price equal to 100% of the principal amount plus accrued interest under the terms of their indenture.

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:

(i) transition the benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million, (iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $749.4 million from September 20, 2024 to September 20, 2027.

Lenders who elected not to extend their revolving commitments in an amount equal to approximately $68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $75.6 million will remain subject to a stated maturity date of September 20, 2024.

In February 2024, WRF issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes") in a private offering.

The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.0% of the principal amount, for net proceeds of approximately $409.5 million.

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

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

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

Wynn Resorts, Limited and other subsidiaries.

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Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%.

Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $115.1 million for the year ended December 31, 2023.

We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to pay dividends, to fund future development projects, and for general corporate purposes.

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.

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.

Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $140.0 million for the year ending December 31, 2024.

We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the entity which owns the Wynn Al Marjan Island development, and for general corporate purposes.

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

On May 7, 2024, the Company declared a cash dividend of $0.25 per share, payable on May 31, 2024 to stockholders of record as of May 20, 2024.

Other Factors Affecting Liquidity

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For information regarding legal proceedings, see Note 15, "Commitments and Contingencies."

In April 2016, our Board of Directors has authorized an equity repurchase program of up to $1.00 billion.

In April 2016, our Board of Directors authorized an equity repurchase program of up to $1.00 billion.

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").

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.

As of March 31, 2024, we had $433.4 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 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.

During the three months ended March 31, 2024 , 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, 2023 .

During the three months ended March 31, 2024 , our fixed interest rate long-term debt obligations decreased by a net amount of $396.7 million, as a result of $796.7 million in debt repayments in connection with the repurchase of the 2025 WLV Senior Notes , net of $400.0 million in long-term debt issuances in connection with the issuance of the 2031 Add-On Senior Notes, as described above.

As a result, our annual fixed interest payments are expected to decrease $12.5 million for the remainder of 2024 , and increase $21.2 million in 2025, $28.5 million in each of 2026, 2027, and 2028, and $60.6 million thereafter.

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, 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

On March 7, 2023, WML completed the Offering of the WML Convertible Bonds.

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 statements of operations.

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

Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to expected share-price volatility, risk-free interest rate, expected term, and dividend yield.

The Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds.

The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds.

The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity.

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

The output of the lattice model can be highly sensitive to fluctuations in its inputs.

There have been no significant changes to these policies for the three months ended March 31, 2024.

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

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What changed 10-Q

Item 2. Management’s Discussion and Analysis