UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~



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

For the quarterly period ended September 30, ~~2017~~2023



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

For the transition period from to

Commission File No. 000-50028

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)



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

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant's telephone number, including area code)

N/A

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No ¨☐

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

Large accelerated filer

x☒

Accelerated filer

¨☐

Non-accelerated filer

¨☐

Smaller reporting company

¨☐

Emerging growth company

¨☐

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

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

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



Class						Outstanding at October 31, ~~2017~~2023
Common stock, ~~$0.01~~ par value $0.01						~~102,782,543~~112,945,993

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-Q

INDEX



Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets –- September 30, ~~2017~~2023 (unaudited) and December 31, ~~2016~~2022	3
	Condensed Consolidated Statements of Operations (unaudited) –- Three and Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) –- Three and Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022	5
	Condensed Consolidated ~~Statement~~Statements of ~~Stockholders' Equity~~Stockholders’ Deficit (unaudited) –- Three and Nine Months Ended September 30, ~~2017~~2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows (unaudited) – - Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022	78
	Notes to Condensed Consolidated Financial Statements (unaudited)	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3128
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51

Part II.	Other Information
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 5.3.	~~Other Information~~Default Upon Senior Securities	5352
Item 6.4.	~~Exhibits~~Mine Safety Disclosures	5352
~~Signature~~Item 5.	Other Information	52
Item 6.	Exhibits	53
Signature		54

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30,
2017 December 31,
2016
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,935,985
$ 2,453,122
Investment securities 156,866
173,437
Receivables, net 224,132
218,968
Inventories 82,897
91,541
Prepaid expenses and other 156,672
53,299
Total current assets 3,556,552
2,990,367
Property and equipment, net 8,386,843
8,259,631
Restricted cash 2,715
192,823
Investment securities 163,368
128,023
Intangible assets, net 124,301
113,588
Other assets 194,175
269,125
Total assets $ 12,427,954
$ 11,953,557
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and construction payables $ 279,416
$ 298,505
Current portion of long-term debt 405,339
—
Customer deposits 883,204
599,566
Gaming taxes payable 188,953
162,706
Accrued compensation and benefits 144,798
165,501
Accrued interest 69,651
98,118
Other accrued liabilities 90,697
91,905
Total current liabilities 2,062,058
1,416,301
Long-term debt 9,771,815
10,125,352
Other long-term liabilities 108,590
87,462
Deferred income taxes, net 87,281
66,561
Total liabilities 12,029,744
11,695,676
Commitments and contingencies (Note 14)

Stockholders' equity:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding —
—
Common stock, par value $0.01; 400,000,000 shares authorized; 116,113,032 and 115,036,945 shares issued; 102,782,543 and 101,799,471 shares outstanding, respectively 1,161
1,150
Treasury stock, at cost; 13,330,489 and 13,237,474 shares, respectively (1,175,186 ) (1,166,697 )
Additional paid-in capital 1,308,960
1,226,915
Accumulated other comprehensive income (loss) (673 ) 1,484
Retained earnings 194,814
95,097
Total Wynn Resorts, Limited stockholders' equity 329,076
157,949
Noncontrolling interests 69,134
99,932
Total stockholders' equity 398,210
257,881
Total liabilities and stockholders' equity $ 12,427,954
$ 11,953,557


	September 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,788,108	$	3,650,440
Restricted cash	983		4,819
Investments	791,676		—
Accounts receivable, net of allowance for credit losses of $59,618 and $78,842, respectively	249,367		216,033
Inventories	75,071		70,094
Prepaid expenses and other	125,971		88,201
Total current assets	4,031,176		4,029,587
Property and equipment, net	6,730,797		6,896,060
Restricted cash	90,495		127,731
Goodwill and intangible assets, net	340,397		245,253
Operating lease assets	1,826,355		1,853,164
Other assets	317,041		263,305
Total assets	$	13,336,261	$	13,415,100
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables	$	187,898	$	197,474
Customer deposits	517,145		506,148
Gaming taxes payable	138,214		44,967
Accrued compensation and benefits	187,098		187,160
Accrued interest	123,897		135,630
Current portion of long-term debt	112,099		547,543
Other accrued liabilities	247,683		192,501
Total current liabilities	1,514,034		1,811,423
Long-term debt	11,678,732		11,569,316
Long-term operating lease liabilities	1,614,953		1,615,157
Other long-term liabilities	237,591		59,569
Total liabilities	15,045,310		15,055,465
Commitments and contingencies (Note 16)
Stockholders' deficit:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding	—		—
Common stock, par value $0.01; 400,000,000 shares authorized; 132,986,087 and 132,256,185 shares issued; 113,357,215 and 113,369,439 shares outstanding, respectively	1,330		1,323
Treasury stock, at cost; 19,628,872 and 18,886,746 shares, respectively	(1,694,891)		(1,623,872)
Additional paid-in capital	3,633,517		3,583,923
Accumulated other comprehensive income (loss)	6,218		(404)
Accumulated deficit	(2,767,938)		(2,711,808)
Total Wynn Resorts, Limited stockholders' deficit	(821,764)		(750,838)
Noncontrolling interests	(887,285)		(889,527)
Total stockholders' deficit	(1,709,049)		(1,640,365)
Total liabilities and stockholders' deficit	$	13,336,261	$	13,415,100

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,				Nine Months Ended September 30,
	2017			2016			2017			2016				2023		2022		2023		2022
Operating revenues:													Operating revenues:
Casino	$	1,256,602		$	788,219		$	3,574,059		$	2,263,608		Casino	$	972,453	$	359,876	$	2,652,444	$	1,209,323
Rooms	175,108			152,608			531,558			431,047			Rooms	289,338		197,212		838,372		568,886
Food and beverage	190,854			167,997			537,807			469,072			Food and beverage	267,432		224,730		757,079		628,566
Entertainment, retail and other	105,500			93,230			310,636			257,256			Entertainment, retail and other	142,713		107,904		443,542		345,113
Gross revenues	1,728,064			1,202,054			4,954,060			3,420,983
Less: promotional allowances	(115,733		)	(92,232		)	(336,788		)	(255,119		)
Net revenues	1,612,331			1,109,822			4,617,272			3,165,864
Total operating revenues													Total operating revenues	1,671,936		889,722		4,691,437		2,751,888
Operating expenses:													Operating expenses:
Casino	799,978			505,620			2,303,435			1,428,532			Casino	577,733		239,901		1,594,761		808,044
Rooms	44,070			40,188			134,394			115,937			Rooms	77,790		67,689		224,275		191,474
Food and beverage	113,452			109,333			323,840			294,480			Food and beverage	220,835		185,388		605,376		517,515
Entertainment, retail and other	44,159			40,153			129,986			116,126			Entertainment, retail and other	82,554		72,964		261,035		236,853
General and administrative	178,506			144,206			502,637			381,156			General and administrative	268,445		201,275		785,538		598,433
(Benefit) provision for doubtful accounts	1,656			(2,368		)	(4,593		)	816
Provision for credit losses													Provision for credit losses	870		(8,186)		(6,314)		(11,331)
Pre-opening	6,908			70,778			19,445			150,496			Pre-opening	867		6,447		6,822		13,396
Depreciation and amortization	137,982			106,467			415,488			264,187			Depreciation and amortization	171,969		172,502		510,743		520,026
Impairment of goodwill and intangible assets													Impairment of goodwill and intangible assets	93,990		—		94,490		48,036
Property charges and other	28,293			18,514			38,494			31,366			Property charges and other	114,288		4,733		132,265		29,326
Total operating expenses	1,355,004			1,032,891			3,863,126			2,783,096			Total operating expenses	1,609,341		942,713		4,208,991		2,951,772
Operating income	257,327			76,931			754,146			382,768
Operating income (loss)													Operating income (loss)	62,595		(52,991)		482,446		(199,884)
Other income (expense):													Other income (expense):
Interest income	8,447			3,678			21,998			9,940			Interest income	46,534		6,892		130,854		10,863
Interest expense, net of amounts capitalized	(95,874		)	(79,669		)	(291,875		)	(193,698		)	Interest expense, net of amounts capitalized	(188,571)		(165,277)		(566,554)		(472,265)
Change in interest rate swap fair value	(2		)	1,168			(1,056		)	(1,693		)
Change in Redemption Note fair value	(41,718		)	(22,218		)	(69,982		)	(19,239		)
Loss on extinguishment of debt	(20,774		)	—			(43,061		)	—
Equity in income from unconsolidated affiliates	—			—			—			16
Change in derivatives fair value													Change in derivatives fair value	(50,637)		5,839		(3,255)		14,801
Gain (loss) on debt financing transactions													Gain (loss) on debt financing transactions	2,928		—		(12,683)		—
Other	(1,894		)	899			(19,840		)	(1,046		)	Other	3,861		(864)		(19,794)		(26,090)
Other income (expense), net	(151,815		)	(96,142		)	(403,816		)	(205,720		)	Other income (expense), net	(185,885)		(153,410)		(471,432)		(472,691)
Income (loss) before income taxes	105,512			(19,211		)	350,330			177,048			Income (loss) before income taxes	(123,290)		(206,401)		11,014		(672,575)
Benefit (provision) for income taxes	457			(120		)	(5,040		)	(1,145		)	Benefit (provision) for income taxes	2,749		(1,390)		(2,574)		(3,248)
Net income (loss)	105,969			(19,331		)	345,290			175,903			Net income (loss)	(120,541)		(207,791)		8,440		(675,823)
Less: net (income) loss attributable to noncontrolling interests	(26,202		)	1,894			(89,791		)	(47,728		)	Less: net (income) loss attributable to noncontrolling interests	3,863		64,899		(7,602)		219,556
Net income (loss) attributable to Wynn Resorts, Limited	$	79,767		$	(17,437	)	$	255,499		$	128,175		Net income (loss) attributable to Wynn Resorts, Limited	$	(116,678)	$	(142,892)	$	838	$	(456,267)
Basic and diluted net income (loss) per common share:													Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:													Net income (loss) attributable to Wynn Resorts, Limited:
Basic	$	0.78		$	(0.17	)	$	2.51		$	1.26		Basic	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)
Diluted	$	0.78		$	(0.17	)	$	2.49		$	1.26		Diluted	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)
Weighted average common shares outstanding:													Weighted average common shares outstanding:
Basic	102,173			101,439			101,960			101,423			Basic	112,797		112,709		112,813		114,061
Diluted	102,794			101,439			102,460			101,835			Diluted	112,797		112,709		113,132		114,061
Dividends declared per common share	$	0.50		$	0.50		$	1.50		$	1.50

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income (loss)	$	(120,541)	$	(207,791)	$	8,440	$	(675,823)
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax	(2,319)		732		9,249		6,213
Total comprehensive income (loss)	(122,860)		(207,059)		17,689		(669,610)
Less: comprehensive (income) loss attributable to noncontrolling interests	4,484		64,726		(10,229)		217,727
Comprehensive income (loss) attributable to Wynn Resorts, Limited	$	(118,376)	$	(142,333)	$	7,460	$	(451,883)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income (loss) $ 105,969
$ (19,331 ) $ 345,290
$ 175,903
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax 259
142
(3,495 ) (192 )
Unrealized gain (loss) on investment securities, before and after tax 208
(177 ) 366
1,069
Total comprehensive income (loss) 106,436
(19,366 ) 342,161
176,780
Less: comprehensive income (loss) attributable to noncontrolling interests (26,274 ) 1,854
(88,819 ) (47,675 )
Comprehensive income (loss) attributable to Wynn Resorts, Limited $ 80,162
$ (17,512 ) $ 253,342
$ 129,105

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS' ~~EQUITY~~DEFICIT

(in thousands, except share data)

(unaudited)


																										For the Three Months Ended September 30, 2023
	Common stock																									Common stock
	Shares outstanding		Par value		Treasury stock			Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings			Total Wynn Resorts, Ltd. stockholders' equity			Noncontrolling interests			Total stockholders' equity				Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, December 31, 2016	101,799,471		$	1,150	$	(1,166,697	)	$	1,226,915	$	1,484		$	95,097		$	157,949		$	99,932		$	257,881
Effect of change in accounting for stock-based compensation	—		—		—			2,807		—			(2,696		)	111			—			111
Balances, December 31, 2016, as adjusted	101,799,471		1,150		(1,166,697		)	1,229,722		1,484			92,401			158,060			99,932			257,992
Net income	—		—		—			—		—			255,499			255,499			89,791			345,290
Balances, July 1, 2023																									Balances, July 1, 2023	113,942,935	$	1,329	$	(1,635,966)	$	3,619,241	$	7,916	$	(2,622,773)	$	(630,253)	$	(876,911)	$	(1,507,164)
Net loss																									Net loss	—	—		—		—		—		(116,678)		(116,678)		(3,863)		(120,541)
Currency translation adjustment	—		—		—			—		(2,523		)	—			(2,523		)	(972		)	(3,495		)	Currency translation adjustment	—	—		—		—		(1,698)		—		(1,698)		(621)		(2,319)
Net unrealized gain on investment securities	—		—		—			—		366			—			366			—			366
Issuance of restricted stock	575,792		6		—			18,566		—			—			18,572			653			19,225			Issuance of restricted stock	40,099	1		—		(1)		—		—		—		—		—
Cancellation of restricted stock	(13,333	)	—		—			—		—			—			—			—			—			Cancellation of restricted stock	(2,402)	—		—		—		—		—		—		—		—
Exercise of stock options	513,628		5		—			48,434		—			—			48,439			214			48,653
Shares repurchased by the Company and held as treasury shares	(93,015	)	—		(8,489		)	—		—			—			(8,489		)	—			(8,489		)	Shares repurchased by the Company and held as treasury shares	(623,417)	—		(58,925)		—		—		—		(58,925)		—		(58,925)
Cash dividends declared	—		—		—			—		—			(153,086		)	(153,086		)	(116,578		)	(269,664		)	Cash dividends declared	—	—		—		—		—		(28,487)		(28,487)		—		(28,487)
Distribution to noncontrolling interest	—		—		—			—		—			—			—			(6,201		)	(6,201		)	Distribution to noncontrolling interest	—	—		—		—		—		—		—		(6,984)		(6,984)

Stock-based compensation	—		—		—			12,238		—			—			12,238			2,295			14,533			Stock-based compensation	—	—		—		14,277		—		—		14,277		1,094		15,371
Balances, September 30, 2017	102,782,543		$	1,161	$	(1,175,186	)	$	1,308,960	$	(673	)	$	194,814		$	329,076		$	69,134		$	398,210
Balances, September 30, 2023																									Balances, September 30, 2023	113,357,215	$	1,330	$	(1,694,891)	$	3,633,517	$	6,218	$	(2,767,938)	$	(821,764)	$	(887,285)	$	(1,709,049)


	For the Three Months Ended September 30, 2022
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, July 1, 2022	113,707,642	$	1,320	$	(1,585,678)	$	3,566,498	$	9,829	$	(2,601,331)	$	(609,362)	$	(764,892)	$	(1,374,254)
Net loss	—	—		—		—		—		(142,892)		(142,892)		(64,899)		(207,791)
Currency translation adjustment	—	—		—		—		559		—		559		173		732
Issuance of restricted stock	166,424	1		—		(1)		—		—		—		—		—
Cancellation of restricted stock	(3,674)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(497,062)	—		(29,319)		—		—		—		(29,319)		—		(29,319)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(4,982)		(4,982)
Transactions with subsidiary minority shareholders	—	—		—		1,627		—		—		1,627		(1,627)		—
Stock-based compensation	—	—		—		16,233		—		1		16,234		2,417		18,651
Balances, September 30, 2022	113,373,330	$	1,321	$	(1,614,997)	$	3,584,357	$	10,388	$	(2,744,222)	$	(763,153)	$	(833,810)	$	(1,596,963)

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

(unaudited)


	For the Nine Months Ended September 30, 2023
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, January 1, 2023	113,369,439	$	1,323	$	(1,623,872)	$	3,583,923	$	(404)	$	(2,711,808)	$	(750,838)	$	(889,527)	$	(1,640,365)
Net income	—	—		—		—		—		838		838		7,602		8,440
Currency translation adjustment	—	—		—		—		6,622		—		6,622		2,627		9,249
Exercise of stock options	32,284	—		—		1,965		—		—		1,965		—		1,965
Issuance of restricted stock	708,428	7		—		6,631		—		—		6,638		—		6,638
Cancellation of restricted stock	(16,991)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(742,126)	—		(71,019)		—		—		—		(71,019)		—		(71,019)
Cash dividends declared	—	—		—		—		—		(56,968)		(56,968)		—		(56,968)
Distribution to noncontrolling interest	—	—		—		(2,994)		—		—		(2,994)		(12,935)		(15,929)
Transactions with subsidiary minority shareholders	6,181	—		—		(754)		—		—		(754)		754		—
Stock-based compensation	—	—		—		44,746		—		—		44,746		4,194		48,940
Balances, September 30, 2023	113,357,215	$	1,330	$	(1,694,891)	$	3,633,517	$	6,218	$	(2,767,938)	$	(821,764)	$	(887,285)	$	(1,709,049)


	For the Nine Months Ended September 30, 2022
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, January 1, 2022	115,714,943	$	1,314	$	(1,436,373)	$	3,502,715	$	6,004	$	(2,288,078)	$	(214,418)	$	(621,797)	$	(836,215)
Net loss	—	—		—		—		—		(456,267)		(456,267)		(219,556)		(675,823)
Currency translation adjustment	—	—		—		—		4,384		—		4,384		1,829		6,213
Issuance of restricted stock	763,660	8		—		9,280		—		—		9,288		—		9,288
Cancellation of restricted stock	(86,174)	(1)		—		1		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(3,019,099)	—		(178,624)		—		—		—		(178,624)		—		(178,624)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(21,505)		(21,505)
Contribution from noncontrolling interest	—	—		—		48,559		—		—		48,559		1,474		50,033
Transactions with subsidiary minority shareholders	—	—		—		(15,123)		—		—		(15,123)		18,019		2,896
Stock-based compensation	—	—		—		38,925		—		123		39,048		7,726		46,774
Balances, September 30, 2022	113,373,330	$	1,321	$	(1,614,997)	$	3,584,357	$	10,388	$	(2,744,222)	$	(763,153)	$	(833,810)	$	(1,596,963)

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net income $ 345,290
$ 175,903
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 415,488
264,187
Deferred income taxes 20,830
(95 )
Stock-based compensation expense 29,290
29,360
Excess tax benefits from stock-based compensation —
(111 )
Amortization of deferred financing costs 18,542
18,116
Loss on extinguishment of debt 43,061
—
(Benefit) provision for doubtful accounts (4,593 ) 816
Change in interest rate swap fair value 1,056
1,693
Change in Redemption Note fair value 69,982
19,239
Property charges and other 52,683
19,004
Increase (decrease) in cash from changes in:
Receivables, net (1,198 ) 9,463
Inventories and prepaid expenses and other (19,587 ) (37,101 )
Customer deposits 288,906
92,944
Accounts payable and accrued expenses 17,755
87,425
Net cash provided by operating activities 1,277,505
680,843
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention (650,282 ) (954,709 )
Return of investment in unconsolidated affiliates —
727
Purchase of investment securities (191,147 ) (126,635 )
Proceeds from sale or maturity of investment securities 171,375
73,576
Purchase of intangible assets and other assets (13,408 ) (12,116 )
Proceeds from sale of assets 20,303
3,929
Net cash used in investing activities (663,159 ) (1,015,228 )
Cash flows from financing activities:
Proceeds from exercise of stock options 48,653
—
Excess tax benefits from stock-based compensation —
111
Dividends paid (270,091 ) (263,680 )
Distribution to noncontrolling interest (6,201 ) —
Proceeds from issuance of long-term debt 2,429,988
505,484
Repayments of long-term debt (2,416,319 ) (240,386 )
Restricted cash 190,088
(200,790 )
Repurchase of common stock (8,489 ) (6,291 )
Income taxes paid from sale of ownership interest in subsidiary (25,176 ) —
Shares of subsidiary repurchased for share award plan —
(7,580 )
Payment on long-term land concession obligation —
(15,968 )
Payments for financing costs (70,496 ) (5,340 )
Net cash used in financing activities (128,043 ) (234,440 )
Effect of exchange rate on cash (3,440 ) (456 )
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents 482,863
(569,281 )
Balance, beginning of period 2,453,122
2,080,089
Balance, end of period $ 2,935,985
$ 1,510,808

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized $ 301,800
$ 199,388
Property and equipment acquired under capital lease $ 16,593
$ —
Stock-based compensation capitalized into construction $ 56
$ 74
Liability settled with shares of common stock $ 19,225
$ —
Change in accounts and construction payables related to property and equipment $ (35,375 ) $ 86,680
Change in dividends payable on unvested restricted stock included in other accrued liabilities $ (427 ) $ 596


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	8,440	$	(675,823)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	510,743		520,026
Deferred income taxes	(198)		1,188
Stock-based compensation expense	49,139		48,569
Amortization of debt issuance costs	29,251		21,859
Loss on debt financing transactions	12,683		—
Provision for credit losses	(6,314)		(11,331)
Change in derivatives fair value	3,255		(14,801)
Impairment of goodwill and intangible assets	94,490		48,036
Property charges and other	146,298		55,416
Increase (decrease) in cash from changes in:
Receivables, net	(29,513)		341
Inventories, prepaid expenses and other	(34,118)		(7,199)
Customer deposits	12,265		1,731
Accounts payable and accrued expenses	10,129		(141,050)
Net cash provided by (used in) operating activities	806,550		(153,038)
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(329,428)		(273,251)
Purchase of investments	(786,519)		—
Purchase of intangible and other assets	(62,921)		(10,919)
Proceeds from sale of assets and other	490		485
Net cash used in investing activities	(1,178,378)		(283,685)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,200,000		211,435
Repayments of long-term debt	(1,522,812)		(37,500)
Repurchase of common stock	(71,019)		(178,624)
Proceeds from exercise of stock options	1,965		—
Proceeds from issuance of subsidiary common stock	—		2,895
Proceeds from sale of noncontrolling interest in subsidiary	—		50,033
Distribution to noncontrolling interest	(15,929)		(21,505)
Dividends paid	(56,720)		(1,316)
Finance lease payments	(14,407)		(12,812)
Payments for financing costs	(41,160)		(3,165)
Other	(7,773)		—
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)
Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash	(903,404)		(428,401)
Balance, beginning of period	3,782,990		2,531,067
Balance, end of period	$	2,879,586	$	2,102,666

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(unaudited)

Note 1 - Organization ~~and Basis of Presentation~~

~~Organization~~

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company"), is a designer, developer, ~~owner~~ and operator of ~~destination casino~~integrated resorts ~~(integrated resorts).~~ featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming.

In the Macau Special Administrative Region ("Macau") of the People's Republic of China ("~~Macau"~~PRC"), the Company owns approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn ~~Macau~~Palace and Wynn Macau resorts. The Company refers to Wynn Palace ~~resorts (collectively, the "Macau Operations").~~and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of ~~the~~certain retail space, ~~described below,~~ owns 100% of Wynn Las Vegas. Additionally, the Company is a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas ~~which it also~~(the "Retail Joint Venture"). The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as its Las Vegas Operations.

~~Macau Operations~~

Wynn Macau features two luxury hotel towers with a total of 1,008 guest rooms and suites, approximately 281,000 square feet of casino space, eight food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 59,000 square feet of retail space, a rotunda show and recreation and leisure facilities.

~~On August 22, 2016,~~ In Everett, Massachusetts, the Company opened Wynn Palace, an integrated resort in the Cotai area of Macau. Wynn Palace features a luxury hotel with 1,706 guest rooms, suites and villas, approximately 420,000 square feet of casino space, 11 food and beverage outlets, approximately 37,000 square feet of meeting and convention space, approximately 106,000 square feet of retail space, public attractions, including a performance lake and floral art displays, and recreation and leisure facilities.

~~Las Vegas Operations~~

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately 192,000 square feet of casino space, 33 food and beverage outlets, an on-site 18-hole golf course, approximately 290,000 square feet of meeting and convention space, approximately 103,000 square feet of retail space, as well as two theaters, three nightclubs and a beach club, and recreation and leisure facilities.

In December 2016, the Company formed a joint venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space (of which the Company owns 50.1%) and signed an agreement with Crown to form a joint venture to own and operate approximately 73,000 square feet of additional retail space currently under construction at Wynn Las Vegas. The Company expects to open the majority of the additional retail space in the third quarter of 2018. For more information on the joint venture, see Note 3 "Retail Joint Venture."

~~Development Projects~~

~~The Company is constructing Wynn~~operates Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River. The resort will contain a hotel, a waterfront boardwalk, meeting and convention space, casino space, a spa, retail offerings and food and beverage outlets.resort. The Company ~~expects to open~~also holds an approximately 97% interest in, and consolidates, Wynn ~~Boston Harbor in mid-2019.~~Interactive Ltd. ("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

~~The Company is in the planning phase for the re-development~~

Note 2 -Basis of ~~the Wynn Las Vegas golf course, which the Company expects to close prior to December 31, 2017. Phase 1 of the project is expected to include a lagoon~~Presentation and ~~additional meeting and convention space.~~ Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, ~~(which include only~~which are of a normal recurring ~~adjustments, except as disclosed in Note 2 "Summary of Significant Accounting Policies: Prior Period Adjustments")~~nature, necessary ~~for~~to a fair presentation of the results for the interim periods ~~have been made.~~presented. The results for the three and nine months ended September 30, ~~2017~~2023 are not necessarily indicative of results to be expected for any other interim period or the full fiscal ~~year.~~



	8

~~Table of Contents~~

year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~. 2022.

~~Note 2 -Summary of Significant Accounting Policies~~

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as a variable interest ~~entity~~entities ("~~VIE"~~VIEs") ~~and~~ of which the Company is determined to be the primary beneficiary. ~~In April 2016,~~For information on the Company dissolved its 50%-owned joint venture operating the Ferrari and Maserati automobile dealership inside Wynn Las Vegas, which was closed in October 2015 and was accounted for under the equity method.Company's VIEs, see Note 17, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements for the nine months ended September 30, 2022 have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on the previously reported net loss or operating loss.

~~Cash~~Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and ~~Cash Equivalents~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, inputs into the Company's estimated allowance for credit losses, estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and litigation and contingency estimates.

~~Cash~~

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled $415.0 million and ~~cash equivalents are comprised of highly liquid investments with original maturities of~~$105.2 million for the three months ~~or less~~ended September 30, 2023 and 2022, respectively, and $1.12 billion and $388.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Investments

The Company's investments include ~~both U.S. dollar-denominated~~financial assets in the form of interest-bearing fixed deposits, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and ~~foreign-currency denominated securities. Cash equivalents~~debt securities in the form of United States treasury bills. Investments in debt securities which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at ~~cost, which approximates fair value. Cash equivalents~~amortized cost. Debt securities held primarily for the purpose of ~~$334.1 million~~selling in the near term are classified as trading securities and $1.11 billion as of September 30, 2017 and December 31, 2016, respectively, were invested in bank time deposits, money market funds and commercial paper. In addition, the Company held bank deposits and cash on hand of approximately $2.60 billion and $1.34 billion as of September 30, 2017 and December 31, 2016, respectively. The cash on hand as of September 30, 2017 included $403.6 million that was used to redeem the remaining principal amount of the untendered 5 1/4% Senior Notes due 2021 (the "2021 Notes") on October 20, 2017.

~~Restricted Cash~~

The Company's restricted cash consists of cash held in trust in accordance with WML's share award plan and additionally as of December 31, 2016, collateral associated with borrowings under a revolving credit facility.

~~Investment Securities~~

~~Investment securities consist of domestic and foreign short-term and long-term investments in corporate bonds, commercial paper and U.S. government agency bonds~~are reported at fair value, with unrealized gains and losses ~~net~~included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses as a separate component of ~~tax, reported in~~ other comprehensive income. Premiums and discounts on debt securities are amortized or accreted into interest income (loss). Short-term investments have a maturity date of less than one year and long-term investments are those with a maturity date greater than one year. The Company limits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss. Management determines the appropriate classification of its securities at the time of purchase and reevaluates such designation as of each balance sheet date. Adjustments are made for amortization of premiums and accretion of discounts to maturity computed underusing the effective interest method. ~~Such amortization is included~~All of the Company’s debt securities are classified as held-to-maturity.

As of September 30, 2023, the Company held $500.0 million in ~~interest income together with realized gains~~fixed deposits, recorded at fair value, and ~~losses~~$291.7 million in debt securities, recorded at amortized cost within Investments on the Condensed Consolidated Balance Sheets. The estimated fair value of the Company's debt securities as of September 30, 2023 was approximately $290.7 million and the ~~stated~~gross unrecognized holding loss was $1.0 million. As of September 30, 2023, the Company had $5.2 million in accrued interest on its debt securities, recorded in Investments on the Condensed Consolidated Balance Sheets.

As of December 31, 2022, the Company had no investments in fixed deposits or debt securities recorded within Investments on the Condensed Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors. The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances. During the three and nine months ended September 30, 2023, no impairment was recognized.

Recently Issued Accounting Standards

The Company’s management has evaluated the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such ~~securities.~~pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 3 - Cash, Cash Equivalents and Restricted Cash

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


	September 30, 2023		December 31, 2022
Cash and cash equivalents:
Cash (1)	$	1,668,003	$	1,699,583
Cash equivalents (2)	1,120,105		1,950,857
Total cash and cash equivalents	2,788,108		3,650,440
Restricted cash (3)	91,478		132,550
Total cash, cash equivalents and restricted cash	$	2,879,586	$	3,782,990
(1) Cash consists of cash on hand and bank deposits. (2) Cash equivalents consist of bank time deposits and money market funds. (3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of September 30, 2023 and December 31, 2022 included $87.3 million and $124.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Resorts (Macau) S.A.'s legal and contractual obligations through the term of the Gaming Concession Contract (as defined in Note 6, "Goodwill and Intangible Assets, net").

The following table presents the supplemental cash flow disclosures of the Company (in thousands):


	Nine Months Ended September 30,
	2023		2022
Cash paid for interest, net of amounts capitalized	$	536,021	$	437,760
Liability settled with shares of common stock	$	6,639	$	9,287
Accounts and construction payables related to property and equipment	$	58,518	$	27,603
Other liabilities related to intangible assets (1)	$	207,106	$	4,163
Finance lease liabilities arising from obtaining finance lease assets	$	8,191	$	4,778

(1) For the nine months ended September 30, 2023, included $204.2 million related to the Macau gaming premium in connection with the Gaming Concession Contract. See Note 6, "Goodwill and Intangible Assets, net" for further information.

Note 4 - Receivables, net

Accounts Receivable and Credit Risk

~~Financial instruments that potentially subject~~Receivables, net consisted of the ~~Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues credit in the form of "markers" to approved casino customers~~ following ~~investigations of creditworthiness.~~ (in thousands):


	September 30, 2023		December 31, 2022
Casino	$	179,522	$	171,893
Hotel	40,670		35,654
Other	88,793		87,328
	308,985		294,875
Less: allowance for credit losses	(59,618)		(78,842)
	$	249,367	$	216,033

As of September 30, ~~2017~~2023 and December 31, ~~2016,~~2022, approximately ~~84.0%~~66.8% and ~~88.1%~~57.6%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in ~~these~~the countries in which the Company's customers reside could affect the collectability of such receivables.

~~Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. An estimated~~The Company’s allowance for ~~doubtful accounts~~casino credit losses was 31.3% and 43.2% of gross casino receivables as of September 30, 2023 and December 31, 2022, respectively. Although the Company believes that its allowance is ~~maintained~~adequate, it is possible the estimated amounts of cash collections with respect to ~~reduce the Company's~~ receivables ~~to their carrying amount, which approximates fair value.~~could change. The Company’s allowance ~~estimate reflects the specific review of outstanding customer~~for credit losses from its hotel and gaming promoter accounts as well as management's experience with historical and current collection trends and current economic and business conditions. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

~~Derivative Financial Instruments~~

Derivative financial instruments are used to manage interest rate and foreign currency exposures. These derivative financial instruments include interest rate swaps and foreign currency forward contracts. The fair value of derivative financial

other receivables is not material.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

~~instruments is recognized as an asset or liability at each balance sheet date, with changes in fair value affecting net income (loss) as~~The following table shows the ~~Company's derivative financial instruments do not qualify for hedge accounting.~~

~~Redemption Price Promissory Note~~

The Redemption Price Promissory Note (the "Redemption Note") is recorded at fair value in accordance with applicable accounting guidance. As of September 30, 2017 and December 31, 2016, the fair value of the Redemption Note was $1.89 billion and $1.82 billion, respectively. In determining this fair value, the Company estimated the Redemption Note's present value using discounted cash flows with a probability weighted expected return for redemption assumptions and a discount rate, which included time value and non-performance risk adjustments commensurate with the risk of the Redemption Note.

Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows, as well as potential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with Aruze USA, Inc. ("Aruze"), Universal Entertainment Corporation and Mr. Kazuo Okada (collectively, the "Okada Parties") (see Note 14 "Commitments and Contingencies"); the outcome of ongoing investigations of Aruze by the U.S. Attorney's Office, the U.S. Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions. In addition, in the furtherance of various future business objectives, the Company considered its ability, at its sole option, to prepay the Redemption Note at any time in accordance with its terms without penalty. Accordingly, the Company reasonably determined that the estimated life of the Redemption Note could be less than its contractual life.

In determining the appropriate discount rate to be used to calculate the estimated present value, the Company considered the Redemption Note's subordinated position and credit risk relative to all other debtmovement in the Company's ~~capital structure and~~allowance for credit ~~ratings associated with~~losses recognized for receivables that occurred during the Company's traded debt. Observable inputs for the risk free rate were based on Federal Reserve rates for U.S. Treasury securities and the credit risk spread was based on a yield curve index of similarly rated debt.

~~Revenue Recognition and Promotional Allowances~~

The Company recognizes revenues at the time persuasive evidence of an arrangement exists, the service is provided or the retail goods are sold, prices are fixed or determinable and collection is reasonably assured.

Casino revenues are measured by the aggregate net difference between gaming wins and losses. The commissions rebated directly or indirectly through games promoters to customers, cash discounts, other cash incentives and points earned by customers from the Company's loyalty programs are recorded as a reduction of casino revenues. Rooms, food and beverage, entertainment and other operating revenues are recognized when services are performed or events are held. Entertainment, retail and other revenue includes rental income, which is recognized on a time proportion basis over the lease term. Contingent rental income is recognized when the right to receive such rental income is established according to the lease agreements. Advance deposits on rooms and advance ticket sales are recorded as customer deposits until services are provided to the customer.



	10

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

The retail value of rooms, food and beverage, entertainment and other services provided to guests without charge is included in gross revenues and are then deducted as promotional allowances. The estimated retail value of providing such promotional allowances is as followsperiods presented (in thousands):


	September 30,
	2023		2022
Balance at beginning of year	$	78,842	$	111,319
Provision for credit losses	(6,314)		(11,331)
Write-offs	(23,262)		(22,507)
Recoveries of receivables previously written off	10,521		4,103
Effect of exchange rate	(169)		(376)
Balance at end of period	$	59,618	$	81,208

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Rooms $ 66,647
$ 53,279
$ 196,628
$ 142,104
Food and beverage 42,204
32,434
118,875
95,330
Entertainment, retail and other 6,882
6,519
21,285
17,685
$ 115,733
$ 92,232
$ 336,788
$ 255,119

~~The estimated cost of providing such promotional allowances, which is included primarily in casino expenses, is as follows (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Rooms $ 21,577
$ 16,791
$ 61,884
$ 41,581
Food and beverage 36,312
28,798
104,621
80,377
Entertainment, retail and other 5,108
3,696
16,078
10,542
$ 62,997
$ 49,285
$ 182,583
$ 132,500

~~Gaming Taxes~~

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments, which taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled $544.7 million and $320.0 million for the three months ended September 30, 2017 and 2016, respectively, and $1.56 billion and $900.0 million for the nine months ended September 30, 2017 and 2016, respectively.

~~Fair Value Measurements~~

The Company measures certain of its financial assets and liabilities at fair value on a recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.



	11

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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

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

Fair Value Measurements Using:
September 30,
2017 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 334,086
$ 493
$ 333,593
—
Available-for-sale securities $ 320,234
—
$ 320,234
—
Restricted cash $ 2,715
—
$ 2,715
—

Liabilities:
Redemption Note $ 1,889,341
—
$ 1,889,341
—

Fair Value Measurements Using:
December 31,
2016 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 1,106,606
$ 3,868
$ 1,102,738
—
Available-for-sale securities $ 301,460
—
$ 301,460
—
Restricted cash $ 192,823
—
$ 192,823
—
Interest rate swaps $ 1,056
—
$ 1,056
—

Liabilities:
Redemption Note $ 1,819,359
—
$ 1,819,359
—

~~Recently Issued and Adopted Accounting Standards~~

In November 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that changes the classification of restricted cash in the statement of cash flows. The new guidance requires that amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for financial statements with fiscal years beginning after December 15, 2017, and interim periods within those fiscal periods and early adoption is permitted. The new guidance should be adopted on a retrospective basis. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements.

In October 2016, the FASB issued an accounting standards update to require the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs, rather than deferring such recognition until the asset is sold to an outside party. This guidance is effective for financial statements with fiscal years beginning after December 15, 2017, and interim periods within those fiscal periods and early adoption is permitted. The amendments in the new guidance should be adopted on a retrospective basis. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements.

In August 2016, the FASB issued an accounting standards update that clarifies the classification of certain cash receipts and cash payments on the statement of cash flows. In particular, the new guidance clarifies the classification related to several types of cash flows; including items such as debt extinguishment costs and distributions received from equity method investees. The new guidance also provides a three-step approach for classifying cash receipts and payments that have aspects of more than one class of cash flows. This guidance is effective for financial statements with fiscal years beginning after December 15, 2017,



	12

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

and interim periods within those fiscal periods and early adoption is permitted. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements.

In March 2016, the FASB issued an accounting standards update that involves several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the guidance on January 1, 2017 with the following amendments having an impact to the Company’s consolidated financial statements:

~~Accounting for income taxes~~. Under the new guidance, income tax benefits and deficiencies will be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. The amendment was applied prospectively.

~~Forfeitures.~~ The Company elected to make an accounting policy change to account for forfeitures when they occur. The Company applied the amendment using the modified retrospective transition method, which resulted in a cumulative-effect expense adjustment of $2.7 million, net of tax to retained earnings as of December 31, 2016. The adjustment represents the impact of estimated forfeitures on previously recorded compensation expense as of December 31, 2016 from outstanding stock options and unvested share awards under the previous accounting policy.

~~Classification of excess tax benefits on the cash flow statement.~~ ~~Under the new guidance, excess tax benefits will be classified along with other income tax cash flows as an operating activity. The amendment was applied prospectively.~~

In February 2016, the FASB issued an accounting standards update that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than 12 months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors are required to apply a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. This guidance is effective for financial statements with fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements.

In January 2016, the FASB issued an accounting standards update requiring all equity investments to be measured at fair value with changes in fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The update also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This update eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This guidance is effective for financial statements with fiscal years beginning after December 15, 2017, and interim periods within those fiscal periods and early adoption is permitted. The Company is currently assessing the impact the adoption of this new standard will have on its consolidated financial statements. The Company expects a portion of the change in its Redemption Note fair value currently included in the Consolidated Statements of Operations will be recorded in accumulated other comprehensive income (loss) on its Consolidated Balance Sheet.

In May 2014, the FASB issued an accounting standards update that amends the FASB Accounting Standards Codification and creates a new topic for Revenue from Contracts with Customers. The new guidance is expected to clarify the principles for revenue recognition and to develop a common revenue standard for GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also provides substantial revision of interim and annual disclosures. The update allows for either full retrospective adoption, meaning the guidance is applied for all periods presented, or modified retrospective adoption, meaning the guidance is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the guidance recognized at the date of initial application. In August 2015, the FASB issued an accounting standards update that defers the effective date of the new revenue recognition accounting guidance by one year, to annual and interim periods beginning after December 15, 2017. The Company will adopt this standard effective January 1, 2018, on a full retrospective basis. The Company continues to assess the impact the adoption of this standard will have on its consolidated financial statements. Upon adoption, the Company expects the standard will change the presentation of, and accounting for, goods and



	13

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

services provided to customers without charge currently included in both gross revenues and promotional allowances in the Condensed Consolidated Statements of Operations. The Company expects the total promotional allowances will be netted against gross revenues with the majority of the impact resulting in a decrease in casino revenues. Additionally, the Company expects the estimated cost of providing the promotional allowances will no longer be allocated primarily to casino expenses.

~~Prior Period Adjustments~~

During the three months ended March 31, 2016, the Company identified $25.6 million of additional interest that should have been capitalized instead of being expensed during the years ended December 31, 2015 and 2014. Considering both quantitative and qualitative factors, the Company determined the amounts were immaterial to any previously issued financial statements and immaterial to the full year results for 2016. Accordingly, the Company corrected these immaterial amounts during the first quarter of the nine months ended September 30, 2016, resulting in a decrease to interest expense of $25.6 million and increases to net income attributable to Wynn Resorts, Limited of $18.5 million and basic and diluted net income per common share of $0.18.

~~Note 3 - Retail Joint Venture~~

In December 2016, the Company formed a joint venture (the "Retail Joint Venture") with Crown to own and operate approximately 88,000 square feet of existing retail space at Wynn Las Vegas. In connection with the transaction, the Company transferred certain assets and liabilities with a net book value of $31.8 million associated with the existing Wynn Las Vegas retail stores from Wynn Las Vegas, LLC, to the Retail Joint Venture. The Company sold Crown a 49.9% ownership interest in the Retail Joint Venture for $217.0 million in cash and a $75.0 million interest-free note that matures in full on January 3, 2018. As of September 30, 2017, the present value of the note was $74.4 million and is included in prepaid expenses and other on the Condensed Consolidated Balance Sheets. As of December 31, 2016, the present value of the note was $72.5 million and was included in other assets on the Consolidated Balance Sheets. Wynn Las Vegas, LLC transferred all interests as lessor in third-party retail store leases to the Retail Joint Venture as part of the transaction and the majority of the retail stores previously operated by Wynn Las Vegas, LLC are now operated under a master lease agreement between a newly formed retail entity owned by Wynn Resorts, as lessee, and the Retail Joint Venture, as lessor. The Company maintains a 50.1% ownership in the Retail Joint Venture and is the managing member. The Company’s responsibilities with respect to the Retail Joint Venture include day-to-day business operations, property management services and a role in the leasing decisions of the retail space.

Also in December 2016, the Company entered into an agreement with Crown to form a joint venture that will own approximately 73,000 square feet of additional retail space that is currently under construction at Wynn Las Vegas. Crown is expected to pay the Company $180.0 million for a 49.9% ownership interest in the new joint venture in the fourth quarter of 2017.

The Company concluded that the Retail Joint Venture is a VIE and the Company is the primary beneficiary based on its involvement in the leasing activities of the Retail Joint Venture. As a result, the Company consolidates all of the Retail Joint Venture’s assets, liabilities and results of operations. The Company will evaluate its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the Retail Joint Venture’s VIE status when changes occur.

As of September 30, 2017 and December 31, 2016, the Retail Joint Venture had total assets of $38.1 million and $33.6 million, respectively, and total liabilities of $0.9 million and $2.1 million, respectively.

Note 45 - ~~Earnings Per Share~~Property and Equipment, net

~~Basic earnings per share ("EPS") is computed by dividing~~Property and equipment, net ~~income (loss) attributable to Wynn Resorts, Limited by~~consisted of the ~~weighted average number~~following (in thousands):


	September 30, 2023		December 31, 2022
Buildings and improvements	$	8,360,768	$	8,363,427
Land and improvements	1,226,090		1,195,717
Furniture, fixtures and equipment	3,252,135		3,165,659
Airplanes	110,623		110,623
Construction in progress	231,129		112,034
	13,180,745		12,947,460
Less: accumulated depreciation	(6,449,948)		(6,051,400)
	$	6,730,797	$	6,896,060

As of ~~common shares outstanding during~~September 30, 2023 and December 31, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the ~~period. Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, Limited by~~Company's properties.

Depreciation expense for the ~~weighted average number of common shares outstanding during~~three months ended September 30, 2023 and 2022 was $156.0 million and $161.7 million, respectively, and depreciation expense for the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued. Potentially dilutive securities include outstanding stock optionsnine months ended September 30, 2023 and ~~unvested restricted stock.~~

2022 was $465.0 million and $492.1 million, respectively.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited $ 79,767
$ (17,437 ) $ 255,499
$ 128,175

Denominator:
Weighted average common shares outstanding 102,173
101,439
101,960
101,423
Potential dilutive effect of stock options and restricted stock 621
—
500
412
Weighted average common and common equivalent shares outstanding 102,794
101,439
102,460
101,835

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ 0.78
$ (0.17 ) $ 2.51
$ 1.26
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ 0.78
$ (0.17 ) $ 2.49
$ 1.26

Anti-dilutive stock options and restricted stock excluded from the calculation of diluted net income per share 108
1,682
123
785

~~Note 5 - Accumulated Other Comprehensive Income (Loss)~~

~~The following table presents the changes by component, net of tax and noncontrolling interests, in accumulated other comprehensive income (loss) of the Company (in thousands):~~

Foreign
currency
translation

Unrealized
loss on investment
securities
Accumulated
other
comprehensive
income (loss)
December 31, 2016 $ 2,213
$ (729 ) $ 1,484
Current period other comprehensive income (loss) (2,523 ) 366
(2,157 )
September 30, 2017 $ (310 ) $ (363 ) $ (673 )

Note 6 - ~~Investment Securities~~Goodwill and Intangible Assets, net

~~Investment securities consisted~~The following table shows the movement in the Company's goodwill and intangible assets balances that occurred during the periods presented (in thousands):


	September 30, 2023		December 31, 2022
Finite-lived intangible assets:
Macau gaming concession	$	208,810	$	48,304
Less: accumulated amortization	(15,661)		(48,304)
	193,149		—

Massachusetts gaming license	117,700		117,700
Less: accumulated amortization	(33,523)		(27,638)
	84,177		90,062

Other finite-lived intangible assets	50,054		65,194
Less: accumulated amortization	(13,845)		(8,920)
	36,209		56,274

Total finite-lived intangible assets	313,535		146,336

Indefinite-lived intangible assets:
Water rights and other	8,397		8,397
Total indefinite-lived intangible assets	8,397		8,397

Goodwill:
Balance at beginning of year	90,520		129,738
Foreign currency translation	—		(1,457)
Impairment	(72,055)		(37,761)
Balance at end of period	18,465		90,520

Total goodwill and intangible assets, net	$	340,397	$	245,253

Wynn Interactive Goodwill and Finite-Lived Intangible Assets

During the three months ended September 30, 2023, as a result of the ~~following (in thousands):~~

September 30, 2017 December 31, 2016

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair value
(net
carrying
amount)
Amortized
cost Gross
unrealized
gains Gross
unrealized
losses Fair value
(net
carrying
amount)
Domestic and foreign corporate bonds $ 304,654
$ 33
$ (396 ) $ 304,291
$ 245,425
$ 19
$ (720 ) $ 244,724
Commercial paper 11,991
—
—
11,991
56,764
5
(33 ) 56,736
U.S. government agency bonds 3,952
—
—
3,952
—
—
—
—
$ 320,597

$ 33

$ (396 )
$ 320,234
$ 302,189
$ 24
$ (753 ) $ 301,460

~~For investments with unrealized losses~~Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions, the Company identified interim indicators of impairment related to the goodwill assigned to the WynnBET reporting unit within the Wynn Interactive reportable segment. As a result, the Company performed an interim impairment test as ofSeptember 30, ~~2017~~2023, and ~~December 31, 2016,~~determined that the carrying value of its goodwill exceeded the estimated fair value of that reporting unit based on a combination of the income and cost approaches, causing the Company ~~has determined that it does not have the intent~~ to ~~sell any~~recognize a goodwill impairment loss of ~~these investments and it is not likely that~~$72.1 million. As of September 30, 2023, the Company ~~will be required to sell these investments prior~~had no remaining goodwill recorded related to the ~~recovery~~acquisition of BetBull Limited ("BetBull"), a subsidiary of Wynn Interactive. The Company also recognized impairment of other finite-lived intangible assets related to Wynn Interactive's closed operations totaling $21.9 million during the three months ended September 30, 2023.

During the nine months ended September 30, 2022, the Company identified interim indicators of impairment of Wynn Interactive's BetBull reporting unit following management's decision to cease the operations of BetBull as well as changes in forecasts and other industry-specific factors. After revisiting the estimated fair value of the ~~amortized cost. Accordingly,~~BetBull reporting units based on a combination of the income and market approaches, the Company ~~has determined that no other-than-temporary impairments exist at the reporting dates.~~

recognized impairment of goodwill totaling $37.8 million and impairment of other finite-lived intangible totaling $10.3 million.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Macau Gaming Concession

In December 2022, Wynn Resorts (Macau) S.A. ("Wynn Macau SA"), an indirect subsidiary of Wynn Resorts, Limited, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau. Under the terms of the Gaming Concession Contract, Wynn Macau SA is required to pay the Macau government an annual gaming premium consisting of a fixed and a variable portion. The fixed portion of the premium is composed of an annual amount equal to MOP30.0 million (approximately $3.7 million). The variable portion is composed of an annual amount equal to MOP300,000 (approximately $37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players, MOP150,000 (approximately $19 thousand) per gaming table that is not reserved exclusively to particular games or players, and MOP1,000 (approximately $124) per gaming machine, including slot machines, operated by Wynn Macau SA.

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the "Property Transfer Agreements") with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas and gaming equipment of the Company's Macau Operations to the Macau government without compensation on December 31, 2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the Gaming Concession Contract through December 31, 2032. As the Company expects to continue to operate the casino areas and gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of these assets, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives. In exchange for the use of such assets, Wynn Macau SA has agreed to make annual payments to the Macau government of MOP53.1 million (approximately $6.6 million) during each of the years ending December 31, 2023, 2024, and 2025, and an annual payment of MOP177.0 million (approximately $21.9 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment in each year based on the average price index in Macau. Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to the Macau government the casino areas and gaming equipment, without compensation and free of encumbrance upon the rescission or termination of the gaming concession on December 31, 2032.

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP1.68 billion (approximately $208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Property Transfer Agreements. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government. In the accompanying condensed consolidated balance sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10-year term of the Gaming Concession Contract. The Company ~~obtains pricing information in determining~~expects that amortization of the fair value of its available-for-sale securities from independent pricing vendors. Based on management's inquiries, the pricing vendors use various pricing models consistent with what other market participants would use. The assumptions and inputs used by the pricing vendors are derived from market observable sources including: reported trades, broker/dealer quotes, issuer spreads, benchmark curves, bids, offers and other market-related data. The Company has not made adjustments to such prices. Each quarter, the Company validates the fair value pricing methodology to determine the fair value is consistent with applicable accounting guidance and to confirm that the securities are classified properlyMacau Gaming Concession will be $5.2 million in the ~~fair value hierarchy. The Company compares the pricing received~~three months ending December 31, 2023, and $20.9 million each year from ~~its vendors~~2024 to ~~independent sources for the same or similar securities.~~2032.

~~The fair values of these investment securities as of September 30, 2017, by contractual maturity, are as follows (in thousands):~~

Fair value
Available-for-sale securities
Due in one year or less $ 156,866
Due after one year through two years 140,873
Due after two years through three years 22,495
$ 320,234

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 7 - ~~Receivables, net~~Long-Term Debt

~~Receivables, net~~Long-term debt consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Macau Related:
WM Cayman II Revolver, due 2025 (1)	$	1,495,406	$	1,500,473
WML 4 7/8% Senior Notes, due 2024	600,000		600,000
WML 5 1/2% Senior Notes, due 2026	1,000,000		1,000,000
WML 5 1/2% Senior Notes, due 2027	750,000		750,000
WML 5 5/8% Senior Notes, due 2028	1,350,000		1,350,000
WML 5 1/8% Senior Notes, due 2029	1,000,000		1,000,000
WML 4 1/2% Convertible Bonds, due 2029 (2)	600,000		—

U.S. and Corporate Related:
WRF Credit Facilities (3):
WRF Term Loan, due 2024	74,628		837,500
WRF Term Loan, due 2027	740,060		—
WLV 4 1/4% Senior Notes, due 2023	—		500,000
WLV 5 1/2% Senior Notes, due 2025	1,380,001		1,780,000
WLV 5 1/4% Senior Notes, due 2027	880,000		880,000
WRF 7 3/4% Senior Notes, due 2025	—		600,000
WRF 5 1/8% Senior Notes, due 2029	750,000		750,000
WRF 7 1/8% Senior Notes, due 2031	600,000		—
Retail Term Loan, due 2025 (4)	615,000		615,000
	11,835,095		12,162,973
WML Convertible Bond Conversion Option Derivative	125,752		—
Less: Unamortized debt issuance costs and original issue discounts and premium, net	(170,016)		(46,114)
	11,790,831		12,116,859
Less: Current portion of long-term debt	(112,099)		(547,543)
Total long-term debt, net of current portion	$	11,678,732	$	11,569,316

(1) As of September 30, 2023, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10% or HIBOR, in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $312.5 million and $1.18 billion of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 2.1% per year and HIBOR plus 2.0% per year, respectively. As of September 30, 2023, the weighted average interest rate was approximately 7.35%. As of September 30, 2023, the WM Cayman II Revolver was fully drawn.

(2) As of September 30, 2023, the net carrying amount of the WML Convertible Bonds was $475.1 million, with unamortized debt discount and debt issuance costs of $124.9 million. The Company recorded contractual interest expense of $6.8 million and $15.3 million and amortization of discounts and issuance costs of $4.4 million and $9.7 million during the three and nine months ended September 30, 2023, respectively.

(3) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85% per year. As of September 30, 2023, the weighted average interest rate was approximately 7.17%. Additionally, as of September 30, 2023, the available borrowing capacity under the WRF Revolver was $737.0 million, net of $13.0 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80% per year. As of September 30, 2023, the interest rate was 5.47%. On June 2, 2023, the Company entered into a second amendment to the existing term loan agreement which transitions the benchmark interest rate of the Retail Term Loan from LIBOR to SOFR, effective July 3, 2023.

WM Cayman II Revolver Facility Agreement Amendment

Due to the global phase out of London Interbank Offered Rate ("LIBOR"), on June 27, 2023, WM Cayman Holdings Limited II, as borrower ("WM Cayman II"), and WML, as guarantor, entered into an Amended and Restated Facility Agreement with Bank of China Limited, Macau Branch, as agent for the syndicate of lenders (as amended and restated, the "Facility Agreement"), to transition the base rate applicable to loans denominated in U.S. dollars made pursuant to the revolving credit facility provided thereunder (the "WM Cayman II Revolver") from LIBOR to Term SOFR. The new Term SOFR base rate became effective July 4, 2023.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

September 30,
2017 December 31,
2016
Casino $ 182,428
$ 211,557
Hotel 23,433
21,897
Other 52,898
40,256
258,759

273,710
Less: allowance for doubtful accounts (34,627 ) (54,742 )
$ 224,132

$ 218,968
The WM Cayman II Revolver consists of a U.S. dollar tranche in an amount of $312.5 million ("Facility A") and a Hong Kong dollar tranche in an amount of HK$9.26 billion (equivalent to $1.18 billion) ("Facility B"). Pursuant to the Facility Agreement, loans provided under Facility A bear interest at a variable rate per annum equal to: (a) Term SOFR, plus a credit adjustment spread of 0.10% (subject to a minimum floor of 0.00%), plus (b) a margin of 1.875% to 2.875% based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Facility Agreement), and loans provided under Facility B bear interest at a variable rate per annum equal to: (i) the Hong Kong Interbank Offered Rate, plus (ii) a margin of 1.875% to 2.875% based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Facility Agreement).

WML 4 1/2% Convertible Bonds, due 2029

On March 7, 2023, WML completed an offering (the "Offering") of $600 million 4.50% convertible bonds due 2029 (the "WML Convertible Bonds"). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee. WML, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the WML Convertible Bonds. The net proceeds from the Offering, after deduction of commissions and other related expenses, were $585.9 million. WML intends to use the net proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50% per annum, payable semi-annually in arrears on March 7 and September 7 of each year. At any time on or after April 17, 2023, the WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, each with a nominal value of HK$0.001 per share ("Ordinary Shares"), at the initial conversion price of approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right"). The conversion price is at the fixed exchange rate of HK$7.8497 per $1.00, subject to standard adjustments for certain dilutive events as described in the Terms and Conditions. WML has the option upon conversion by a bondholder to pay an amount of cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions. The WML Convertible Bonds constitute direct, unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of WML and rank pari passu and without any preference or priority among themselves. The Ordinary Shares to be issued upon exercise of Conversion Right will be fully-paid and will in all respects rank pari passu with the fully-paid Ordinary Shares in issue on the relevant registration date set forth in the Terms and Conditions.

The Trust Deed contains covenants limiting WML's and all of its subsidiaries' ability to, among other things, create, permit to subsist or arise or have outstanding any mortgage, charge, pledge, lien or other encumbrance or certain security interest; consolidate or merge with or into another company; and sell, assign, transfer, convey or otherwise dispose of all or substantially all of its and its subsidiaries’ properties or assets, with certain exceptions. The Trust Deed also contains customary events of default.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bond Conversion Option Derivative"). In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations. For more information, see "Note 8 - WML Convertible Bond Conversion Option Derivative." As a result, the Company recognized a debt discount of $123.5 million within Long-term debt, representing the estimated fair value of the holders' conversion option upon completion of the Offering. The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of September 30, 2023, the estimated fair value of the WML Convertible Bond Conversion Option Derivative was a liability of $125.8 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet.

WRF Credit Facility Agreement Amendment

On May 17, 2023, Wynn Resorts Finance, LLC ("WRF") and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement (the "WRF Credit Facility Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment amends the WRF Credit Facility Agreement to: (i) transition the benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million, (iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $749.4 million from September 20, 2024 to September 20, 2027. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $75.6 million will remain subject to a stated maturity date of September 20, 2024. In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $1.2 million within the accompanying Condensed Consolidated Statements of Operations, and the Company recorded debt issuance costs of $5.1 million, within the Condensed Consolidated Balance Sheet.

WRF 7 1/8% Senior Notes, due 2031 and WRF 7 3/4% Senior Notes, due 2025

On February 16, 2023, WRF and its subsidiary Wynn Resorts Capital Corp. (together with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, in a private offering. The 2031 WRF Senior Notes were issued at par, for proceeds of $596.2 million, net of $3.8 million of related fees and expenses. Also on February 16, 2023, the WRF Issuers completed a cash tender offer for any and all of the outstanding principal amount of the 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes") and accepted for purchase valid tenders with respect to $506.4 million principal amount and paid a tender premium of $12.4 million to the holders of such tendered 2025 WRF Senior Notes. The Company used a portion of the net proceeds from the issuance of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay the tender premium and related fees and expenses.

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

In connection with the issuance of the 2031 WRF Senior Notes and purchase of the 2025 WRF Senior Notes, the Company recognized a loss on debt financing transactions of $10.6 million within the accompanying Condensed Consolidated Statements of Operations, and the Company recorded debt issuance costs of $11.4 million within the accompanying Condensed Consolidated Balance Sheet.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WLV 5 1/2% Senior Notes, due 2025

In August 2023, Wynn Las Vegas repurchased $400.0 million aggregate principal amount of its 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), at a price equal to 94% of the principal amount, plus accrued interest and an early tender premium of $20.0 million to the holders of validly tendered 2025 WLV Senior Notes. WRF used cash held by Wynn Resorts to purchase such tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses. In connection with the completion of the tender, the Company recognized a gain on debt financing transaction of $2.9 million within the accompanying Condensed Consolidated Statements of Operations.

WLV 4 1/4% Senior Notes, due 2023

In March 2023, the Company repurchased all of its outstanding Wynn Las Vegas 4 1/4% Senior Notes due 2023, representing an aggregate principal amount of $500.0 million, using cash held by WRF, at a price equal to 100% of the principal amount plus accrued interest under the terms of its indenture. In connection with the repurchase, the Company recognized a loss on debt financing transaction of $1.0 million within the accompanying Condensed Consolidated Statements of Operations.

Retail Term Loan Second Amendment

On June 2, 2023, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Borrowers") entered into a second amendment (the "Retail Term Loan Second Amendment") to their existing term loan agreement (the "Retail Term Loan Agreement"). The Retail Term Loan Second Amendment, which is effective as of July 3, 2023, amends the Retail Term Loan Agreement to transition the benchmark interest rate applicable to the secured loan in an aggregate principal amount of $615.0 million issued to the Borrowers thereunder from LIBOR to SOFR and to make related conforming changes to the Retail Term Loan Agreement.

Debt Covenant Compliance

As of September 30, 2023, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of September 30, 2023 and December 31, 2022, was approximately $11.13 billion and $11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $11.84 billion and $12.16 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 8 - WML Convertible Bond Conversion Option Derivative

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument. Embedded derivatives are required to be bifurcated and accounted for separately from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, freestanding instrument with the same terms would qualify as a derivative instrument. The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative. In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the 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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	September 30, 2023			March 2, 2023 (Pricing date)
WML stock price	HK$	7.50		HK$	8.08
Estimated volatility	33.6		%	26.0		%
Risk-free interest rate	4.4		%	4.2		%
Expected term (years)	5.4			6.0
Dividend yield	0.0		%	0.0		%

In connection with the completion of the Offering on March 7, 2023, the Company recognized a debt discount and a corresponding liability for the embedded derivative, based on an estimated fair value of $123.5 million. The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of September 30, 2023, the estimated fair value of the embedded derivative was a liability of $125.8 million, recorded within Long-term debt within the accompanying Condensed Consolidated Balance Sheet. In connection with the change in fair value, the Company recorded a loss of $48.8 million and $2.3 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, respectively.

Note 9 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's board of directors authorized an equity repurchase program of up to $1.00 billion, which may include repurchases by the Company of its common stock from time to time through open market purchases, privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Any shares repurchased pursuant to the equity repurchase program are held as treasury shares. During the three and nine months ended September 30, 2023, the Company repurchased 596,948 shares of its common stock at an average price of $94.11 per share, for an aggregate cost of $56.2 million under the equity repurchase program. During the three and nine months ended September 30, 2022, the Company repurchased 491,503 and 2,873,431 shares of its common stock, respectively, at average prices of $58.95 and $57.91 per share, respectively, for an aggregate cost of $29.0 million and $166.4 million, respectively, under the equity repurchase program. As of September 30, 2023, the Company had $572.7 million in repurchase authority remaining under the program.

Dividends

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.

Noncontrolling Interests

Retail Joint Venture

During the nine months ended September 30, 2023 and 2022, the Retail Joint Venture made aggregate distributions of approximately $15.9 million and $21.5 million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 17, "Retail Joint Venture."

During the three months ended March 31, 2022, in exchange for cash consideration of $50.0 million, the Company sold to Crown Acquisitions Inc. ("Crown") a 49.9% interest in certain additional retail space contributed by the Company to the Retail Joint Venture. In connection with this transaction, the Company recorded $48.6 million of additional paid-in capital and

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

$1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Condensed Consolidated Statement of Stockholders' Deficit for the three months ended March 31, 2022.

WML Securities Lending Agreement

In connection with the WML Convertible Bonds Offering, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 72% ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") on March 2, 2023 (as amended on March 30, 2023, the "Securities Lending Agreement"), pursuant to which WM Cayman I has agreed to lend to the WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions in the Securities Lending Agreement. WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML Stock Borrower no less than five business days' notice. The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier. On March 6, 2023, the WML Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and on April 3, 2023 returned 280,000,000 of such shares to WM Cayman I. As of the date of this report, the WML Stock Borrower held 179,774,985 WML shares under the Securities Lending Agreement.

Note 10 - Fair Value Measurements

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


			Fair Value Measurements Using:
	September 30, 2023		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,120,105	$	—	$	1,120,105	$	—
Restricted cash	$	91,478	$	3,110	$	88,368	$	—
Fixed deposits	$	500,000	$	—	$	500,000	$	—
Interest rate collar	$	9,425	$	—	$	9,425	$	—

Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 8)	$	125,752	$	—	$	—	$	125,752

			Fair Value Measurements Using:
	December 31, 2022		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,950,857	$	490,683	$	1,460,174	$	—
Restricted cash	$	132,550	$	6,891	$	125,659	$	—
Interest rate collar	$	10,408	$	—	$	10,408	$	—

Note 11 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	September 30, 2023		December 31, 2022		Increase / (decrease)		September 30, 2022		December 31, 2021		Increase / (decrease)
Casino outstanding chips and front money deposits (1)	$	397,828	$	390,531	$	7,297	$	327,004	$	352,830	$	(25,826)
Advance room deposits and ticket sales (2)	97,705		85,019		12,686		76,256		55,438		20,818
Other gaming-related liabilities (3)	25,208		31,265		(6,057)		30,610		26,515		4,095
Loyalty program and related liabilities (4)	34,215		35,083		(868)		38,323		34,695		3,628
	$	554,956	$	541,898	$	13,058	$	472,193	$	469,478	$	2,715

(1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year.

(3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

Note 12 - Stock-Based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Casino	$	550	$	3,857	$	1,539	$	8,835
Rooms	197		415		598		816
Food and beverage	376		774		1,178		1,547
Entertainment, retail and other	946		3,064		6,831		8,238
General and administrative	14,075		11,964		38,993		29,133
Total stock-based compensation expense	16,144		20,074		49,139		48,569
Total stock-based compensation capitalized	1,563		894		3,697		2,351
Total stock-based compensation costs	$	17,707	$	20,968	$	52,836	$	50,920

Note 13 - Income Taxes

The Company 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 and an 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.

The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies.

Given the Company’s current earnings and anticipated future earnings, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance on certain of its U.S. deferred tax assets will no longer be needed.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WRM received an exemption from Macau's 12% Complementary Tax on casino gaming profits (the "Tax Holiday") through December 31, 2022. In December 2022, the Company applied for an exemption from Complementary Tax on casino gaming profits commencing January 1, 2023. The application is subject to approval.

WRM had an agreement with the Macau government that provided for a payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of WRM through December 31, 2022. The Company is evaluating an extension of this agreement.

Note 814 - ~~Property~~Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred as of the date of their issuance under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive. Potentially dilutive securities include outstanding stock options and ~~Equipment, net~~unvested restricted stock.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited - basic	$	(116,678)	$	(142,892)	$	838	$	(456,267)
Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:
Assumed conversion of WML Convertible Bonds	—		—		—		—
Net income (loss) attributable to Wynn Resorts, Limited - diluted	$	(116,678)	$	(142,892)	$	838	$	(456,267)

Denominator:
Weighted average common shares outstanding	112,797		112,709		112,813		114,061
Potential dilutive effect of stock options, nonvested, and performance nonvested shares	—		—		319		—
Weighted average common and common equivalent shares outstanding	112,797		112,709		113,132		114,061

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share	1,255		1,087		308		1,087

September 30,
2017 December 31,
2016
Land and improvements $ 863,385
$ 834,420
Buildings and improvements 7,577,194
7,623,069
Furniture, fixtures and equipment 2,189,929
2,181,515
Leasehold interests in land 314,303
316,516
Airplanes 158,840
179,730
Construction in progress 802,393
299,686
11,906,044

11,434,936
Less: accumulated depreciation (3,519,201 ) (3,175,305 )
$ 8,386,843

$ 8,259,631

~~As of September 30, 2017 and December 31, 2016, construction in progress consisted primarily of costs capitalized, including interest, for the construction of Wynn Boston Harbor.~~

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Note 915 - ~~Long-Term Debt~~Leases

Lessor Arrangements

~~Long-term debt consisted of~~

The following table presents the ~~following~~minimum and contingent operating lease income for the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Minimum rental income	$	33,196	$	31,962	$	98,845	$	93,796
Contingent rental income	20,700		10,689		74,670		45,404
Total rental income	$	53,896	$	42,651	$	173,515	$	139,200

Note 16 - Commitments and Contingencies

September 30,
2017 December 31,
2016
Macau Related:
Wynn Macau Credit Facilities:
Senior Term Loan Facility, due September 2021, interest at LIBOR or HIBOR plus 1.50%—2.25% (2.70% as of September 30, 2017 and 2.76% as of December 31, 2016), net of debt issuance costs and original issue discount of $22,670 as of September 30, 2017 and $28,091 as of December 31, 2016 $ 2,276,894
$ 2,278,682
Senior Revolving Credit Facility, due September 2020, interest at LIBOR or HIBOR plus 1.50%—2.25% (2.64% as of September 30, 2017 and 2.75% as of December 31, 2016) 139,913
340,846
5 1/4% Senior Notes, due October 15, 2021, net of debt issuance costs and original issue premium of $1,726 as of September 30, 2017 and $6,709 as of December 31, 2016 401,858
1,343,291
4 7/8% Senior Notes, due October 1, 2024, net of debt issuance costs $12,454 as of September 30, 2017 587,546
—
5 1/2% Senior Notes, due October 1, 2027, net of debt issuance costs $11,054 as of September 30, 2017 738,946
—
WML Finance Revolving Credit Facility, due July 2018, interest at 1.50% —
189,651
U.S. and Corporate Related:
Wynn America Credit Facilities:
Senior Term Loan Facility, various maturities, interest at base rate plus 0.75% or LIBOR plus 1.75% (2.99% as of September 30, 2017 and 2.52% as of December 31, 2016), net of debt issuance costs of $15,071 as of September 30, 2017 and $15,436 as of December 31, 2016 984,929
984,564
4 1/4% Senior Notes, due May 30, 2023, net of debt issuance costs of $2,534 as of September 30, 2017 and $2,819 as of December 31, 2016 497,466
497,181
5 1/2% Senior Notes, due March 1, 2025, net of debt issuance costs of $19,926 as of September 30, 2017 and $21,513 as of December 31, 2016 1,780,074
1,778,487
5 1/4% Senior Notes, due May 15, 2027, net of debt issuance costs of $19,813 as of September 30, 2017 880,187
—
Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022, interest at 2%, net of fair value adjustment of $47,103 as of September 30, 2017 and $117,085 as of December 31, 2016 1,889,341
1,819,359
5 3/8% First Mortgage Notes, due March 15, 2022, net of debt issuance costs of $6,709 as of December 31, 2016 —
893,291
10,177,154
10,125,352
Current portion of long-term debt (405,339 ) —
$ 9,771,815
$ 10,125,352

Litigation

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Macau Litigation Related ~~Debt~~to Dore

Wynn Macau ~~Credit Facilities~~SA has been named as a defendant in lawsuits filed in the Macau Court of First Instance by individuals who claim to be investors in, or persons with credit in accounts maintained by, Dore Entertainment Company Limited ("Dore"), an independent, Macau registered and licensed company that operated a gaming promoter business at Wynn Macau. In connection with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the "Dore Incident"), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as investments or gaming deposits that allegedly resulted in certain losses for these individuals. The principal allegations common to the lawsuits are that Wynn Macau SA, as a gaming concessionaire, should be held responsible for Dore’s conduct on the basis that Wynn Macau SA is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the purported losses.

The ~~Company's credit facilities include a $2.30 billion equivalent fully funded senior secured term loan facility (the "Wynn Macau Senior Term Loan Facility")~~Company believes these cases are without merit and ~~a $750 million equivalent senior secured revolving credit facility (the "Wynn Macau Senior Revolving Credit Facility," collectively,~~unfounded and intends to vigorously defend against the ~~"Wynn Macau Credit Facilities"). The borrower is Wynn Resorts (Macau) S.A. ("~~remaining claims pleaded against Wynn Macau ~~SA"). As~~SA in these lawsuits. The Company has made estimates for potential litigation costs based upon its assessment of ~~September 30, 2017,~~the likely outcome and has recorded provisions for such amounts in the accompanying condensed consolidated financial statements. No assurances can be provided as to the outcome of the pending Dore cases, and actual results may differ from these estimates.

Securities Class Action

On February 20, 2018, a putative securities class action was filed against the Company ~~had $608.6 million~~and certain current and former officers of ~~available borrowing capacity under~~ the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V. Ferris and Joann M. Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018. The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs. On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend. On July 1, 2020, the plaintiffs filed an amended complaint. On August 14, 2020, the Company filed a motion to dismiss the amended complaint. On July 28, 2021, the court granted in part, and denied in part, the Company's motion to dismiss the amended complaint, dismissing certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A. Wynn, ~~Macau Senior Revolving Credit Facility.~~Kimmarie Sinatra, and Steven Cootey. On March 2, 2023, the court granted the plaintiffs' motion for class certification and appointed lead counsel. The parties are now proceeding with discovery.

The defendants in this action intend to vigorously defend against the claims pleaded against them and believe that the claims are without merit. This action is in the preliminary stages and the Company has determined that based on proceedings to

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

date, it is currently unable to determine the probability of the outcome of these actions or reasonably estimate the range of possible loss, if any.

~~WML Finance Revolving Credit Facility~~

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The Company's credit facilities include a HK$3.87 billion (approximately $495.5 million) cash-collateralized revolving credit facility ("WML Finance Credit Facility") under which WML Finance I, Limited, an indirect wholly owned subsidiary of WML, isCompany received requests for information from the ~~borrower. The WML Finance Credit Facility bears interest initially at 1.50% per annum, such rate calculated as the interest rate paid by the lender as the deposit bank~~U.S. Attorney’s Office for the ~~cash collateral deposited~~Southern District of California relating to its anti-money laundering policies and ~~pledged~~procedures, and beginning in 2020 received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions. The Company continues to cooperate with the ~~lender plus a margin of 0.40%. As of September 30, 2017,~~U.S. Attorney's Office in its investigation, which remains ongoing. Because no charges or claims have been brought, the Company ~~had no borrowings under~~is unable to predict the ~~WML Finance Credit Facility.~~

~~5 1/4% Senior Notes due 2021~~

~~On September 11, 2017, WML commenced a cash offer for any and all~~outcome of the outstanding aggregate principal amount of the 2021 Notes. The Company accepted for purchase valid tenders with respect to $946.4 million and paid a tender premium of $27.2 million. As of September 30, 2017, the $403.6 million principal amount of the untendered 2021 Notes is classified as current portion of long-term debt on the Condensed Consolidated Balance Sheet.

On October 20, 2017, WML redeemed the remaining $403.6 million principal amount of the untendered 2021 Notes and discharged the indenture under which the 2021 Notes were issued. The Company paid a premium of $10.6 million related to this redemption and will record a loss on extinguishment of debt of approximately $12 million during the three months ended December 31, 2017.

~~4 7/8% Senior Notes due 2024 and 5 1/2% Senior Notes due 2027~~

On September 20, 2017, WML completed the issuance of $600 million aggregate principal amount of 4 7/8% Senior Notes due 2024 (the "2024 WML Notes") and $750 million aggregate principal amount of 5 1/2% Senior Notes due 2027 (the "2027 WML Notes" and together with the 2024 WML Notes, the "WML Notes"). WML used the net proceeds from the WML Notes and cash on hand to fund the cost of extinguishing the 2021 Notes.

The 2024 WML Notes bear interest at the rate of 4 7/8% per annum and mature on October 1, 2024. The 2027 WML Notes bear interest at the rate of 5 1/2% per annum and mature on October 1, 2027. Interest on the WML Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2018.

At any time prior to October 1, 2020 and October 1, 2022, WML may redeem the 2024 WML Notes and 2027 WML Notes, respectively, in whole or in part, at a redemption price equal to the greater of (a) 100% of the principal amount of the WML Notes or (b) a "make-whole" amount as determined by an independent investment banker in accordance with the terms of the indentures for the WML Notes, dated as of September 20, 2017 (the "WML Indentures"). In either case, the redemption price would include accrued and unpaid interest. In addition, at any time prior to October 1, 2020, WML may use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 WML Notes and the 2027 WML Notes, at a redemption price equal to 104.875% of the aggregate principal amount of the 2024 WML Notes and 105.5% of the aggregate principal amount of the 2027 WML Notes, as applicable.

On or after October 1, 2020 and October 1, 2022, WML may redeem the 2024 WML Notes and 2027 WML Notes, respectively, in whole or in part, at a premium decreasing annually from 102.438% and 102.75%, respectively, of the applicable principal amount to zero, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the WML Indentures), it must offer to repurchase the WML Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, WML may redeem the WML Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further if a holder or beneficial owner of the WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the WML Indentures), WML may require the holder or beneficial owner to dispose of or redeem its WML Notes.

Upon the occurrence of (1) any event after which none of WML or any of its subsidiaries have such licenses, concessions, subconcessions or other permits or authorizations as necessary to conduct gaming activities in substantially the same scope as it does on the date of the WML Notes issuance, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of WML and its subsidiaries, taken as a whole, or (2) the termination, rescission, revocation or modification of any such licenses, concessions, subconcessions or other permits or authorizations which has had a material adverse effect on the financial condition, business, properties, or results of operations of WML and its subsidiaries, taken as a whole, each holder of the WML Notes will have the right to require WML to



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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~repurchase all or any part of such holders' WML Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest.~~

The WML Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness, will rank senior to all of WML's future subordinated indebtedness, if any; will be effectively subordinated to all of WML's future secured indebtedness toinvestigation, the extent of the ~~value~~materiality of the ~~assets securing such debt; and will~~outcome, or reasonably estimate the possible range of loss, if any, which could be structurally subordinated to all existing and future obligations of WML's subsidiaries, including the Wynn Macau Credit Facilities and the WML Finance Credit Facility. The WML Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act") and the WML Notes are subject to restrictions on transferability and resale.

~~In connection~~associated with the ~~WML Notes issuance and the 2021 Notes cash tender offer, the Company recorded a loss on extinguishment of debt of $20.8 million.~~

~~U.S. and Corporate Related Debt~~

~~Wynn America Credit Facilities~~

The Company's credit facilities include an $875 million fully funded senior secured term loan facility (the "WA Senior Term Loan Facility I"), a $125 million fully funded senior term loan facility (the "WA Senior Term Loan Facility II") and a $375 million senior secured revolving credit facility (the "WA Senior Revolving Credit Facility," and collectively, the "Wynn America Credit Facilities"). The borrower is Wynn America, LLC, an indirect wholly owned subsidiary of the Company. As of September 30, 2017, the Company had available borrowing capacity of $358.0 million, net of $17.0 million in outstanding letters of credit, under the WA Senior Revolving Credit Facility.

On April 24, 2017, the Company amended the Wynn America Credit Facilities to, among other things, extend the maturity of portions of the credit facilities. Pursuant to the amendment, (i) the maturity date with respect to $805.4 million of the WA Senior Term Loan Facility I was extended from November 2020 to December 2021, with repayment in quarterly installments of $20.1 million commencing in March 2020 and a final installment of $664.5 million in December 2021; (ii) the maturity date of the $125 million WA Senior Term Loan Facility II was extended from November 2020 to December 2021, with no required scheduled repayments until maturity in December 2021; and (iii) the maturity date with respect to $333.0 million of the WA Senior Revolving Credit Facility was extended from November 2019 to December 2021. In connection with the amendment, the Company recorded a loss on extinguishment of debt of $1.5 million.

~~5 1/4% Senior Notes due 2027~~

On May 11, 2017, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. ("Capital Corp.," and together with Wynn Las Vegas, LLC, the "Issuers") completed the issuance of $900 million aggregate principal amount of 5 1/4% Senior Notes due 2027 (the "2027 WLV Notes") pursuant to an indenture, dated as of May 11, 2017 (the "2027 Indenture"), among the Issuers, all of the Company’s subsidiaries other than Capital Corp. (the "Guarantors") and U.S. Bank National Association, as trustee. The 2027 WLV Notes were issued at par. The Issuers used the net proceeds from the 2027 WLV Notes and cash on hand to fund the cost of extinguishing the 5 3/8% First Mortgage Notes due 2022 (the "2022 Notes").

The 2027 WLV Notes will mature on May 15, 2027 and bear interest at the rate of 5 1/4% per annum. The Issuers may, at their option, redeem the 2027 WLV Notes, in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2027 WLV Notes that are redeemed before February 15, 2027 will be equal to the greater of (a) 100% of the principal amount of the 2027 WLV Notes to be redeemed and (b) a "make-whole" amount described in the 2027 Indenture, plus in either case accrued and unpaid interest, if any, to, but not including, the redemption date. The redemption price for the 2027 WLV Notes that are redeemed on or after February 15, 2027 will be equal to 100% of the principal amount of the 2027 WLV Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2027 WLV Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The 2027 WLV Notes are also subject to mandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.

The 2027 WLV Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ outstanding 4 1/4% Senior Notes due 2023 (the "2023 Notes") and 5 1/2% Senior Notes due 2025 (the "2025 Notes," and together with the 2023 Notes, the "Existing Notes"), and rank equally in right of payment with the Issuers’ guarantee of the Wynn America Credit Facilities, and rank senior in right of payment to all of the Issuers’ existing and future subordinated debt.



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~~(Unaudited)~~

The 2027 WLV Notes are effectively subordinated in right of payment to all of the Issuers’ existing and future secured debt (to the extent of the value of the collateral securing such debt), and structurally subordinated to all of the liabilitiesresolution of any ofpossible charges or claims that may be brought against the ~~Issuers’ subsidiaries that do not guarantee the 2027 WLV Notes.~~Company.

The 2027 WLV Notes are jointly and severally guaranteed by all of the Guarantors. The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their existing and future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such Guarantors’ existing and future secured debt (to the extent of the collateral securing such debt).

The 2027 WLV Notes are unsecured, except for the first priority pledge by Wynn Las Vegas Holdings, LLC, a direct wholly owned subsidiary of Wynn America, LLC, of its equity interests in Wynn Las Vegas, LLC, the effectiveness of which is subject to the prior approval of the Nevada gaming authorities. The equity interests in Wynn Las Vegas, LLC also secure the Existing Notes. If Wynn Resorts, Limited receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2027 WLV Notes will be released.

The Issuers and their subsidiaries are restricted subsidiaries under the Wynn America Credit Facilities and are required to guarantee and pledge their assets to secure the obligations of Wynn America, LLC to the extent permitted by any indenture governing the Existing Notes or the 2027 WLV Notes, subject to applicable gaming approvals. The Issuers and their subsidiaries will guarantee and secure their obligations under the Wynn America Credit Facilities with liens on substantially all of their assets, with such liens limiting the amount of such obligations secured to 15% of their Total Assets (as defined in the indenture for the 2025 Notes).

The 2027 Indenture contains covenants limiting the Issuers’ and the Guarantors’ ability to: create liens on assets to secure debt; enter into sale-leaseback transactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The 2027 Indenture also provides that Wynn America may assume all of Wynn Las Vegas’ obligations under the 2027 Indenture and the 2027 WLV Notes if certain conditions set forth in the 2027 Indenture are met.

Events of default under the 2027 Indenture include, among others, the following: default for 30 days in the payment when due of interest on the 2027 WLV Notes; default in payment when due of the principal of, or premium, if any, on the 2027 WLV Notes; failure to comply with certain covenants in the 2027 Indenture; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Issuers or any Guarantor, all 2027 WLV Notes then outstanding will become due and payable immediately without further action or notice.

The 2027 WLV Notes were offered pursuant to an exemption under the Securities Act. The 2027 WLV Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The 2027 WLV Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the 2027 WLV Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

~~5 3/8% First Mortgage Notes due 2022~~

On May 4, 2017, the Issuers commenced a cash tender offer for any and all of the outstanding aggregate principal amount of the 2022 Notes. The Company accepted for purchase valid tenders with respect to $498.0 million and paid a tender premium of $14.6 million.

On June 12, 2017, the Issuers redeemed the remaining $402.0 million principal amount of the untendered 2022 Notes and discharged the indenture under which the 2022 Notes were issued. The Company paid a premium of $10.8 million related to this redemption.

~~In connection with the 2027 WLV Notes issuance and the 2022 Notes cash tender offer and subsequent redemption, the Company recorded a loss on extinguishment of debt of $20.8 million.~~



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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Debt Covenant Compliance~~

~~Management believes that as of September 30, 2017, the Company was in compliance with all debt covenants.~~

~~Fair Value of Long-Term Debt~~

The estimated fair value of the Company's long-term debt, excluding the Redemption Note, as of September 30, 2017 and December 31, 2016 was $8.49 billion and $8.33 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and original issue premium, of $8.39 billion. The estimated fair value of the Company's long-term debt, excluding the Redemption Note, is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs). See Note 2 "Summary of Significant Accounting Policies" for discussion on the estimated fair value of the Redemption Note.

~~Note 10 - Related Party Transactions~~

The Company periodically provides services to Stephen A. Wynn, Chairman of the Board of Directors and Chief Executive Officer ("Mr. Wynn"), and certain other executive officers and directors of the Company, including the personal use of employees, construction work and other personal services, for which the officers and directors reimburse the Company. Mr. Wynn also reimburses the Company for personal usage of aircraft (subject to a $250,000 credit per calendar year) pursuant to a time sharing agreement. Mr. Wynn and other officers and directors have deposits with the Company to prepay any such items, which are replenished on an ongoing basis as needed. Mr. Wynn and the other officers and directors had a net deposit balance with the Company of $0.2 million and $0.3 million as of September 30, 2017 and December 31, 2016, respectively.

~~Note 11 - Stock-Based Compensation~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Casino $ 1,649
$ 2,032
$ 4,921
$ 6,515
Rooms 152
66
479
224
Food and beverage 352
165
1,058
718
Entertainment, retail and other 38
16
106
51
General and administrative 8,312
5,769
22,726
21,348
Pre-opening —
230
—
504
Total stock-based compensation expense 10,503

8,278
29,290
29,360
Total stock-based compensation capitalized 24
23
56
74
Total stock-based compensation costs $ 10,527

$ 8,301
$ 29,346
$ 29,434

Certain members of the Company's executive management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of $4.9 million and $4.8 million for the three months ended September 30, 2017 and 2016, respectively, and $14.8 million and $15.1 million for the nine months ended September 30, 2017 and 2016, respectively. The Company settles this obligation by issuing immediately vested shares in January of the following year.

~~Note 12 - Noncontrolling Interest~~

On June 20, 2017, WML paid a dividend of HK$0.42 per share for a total of $279.9 million. The Company's share of this dividend was $202.0 million with a reduction of $77.9 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.



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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

On September 15, 2017, WML paid a dividend of HK$0.21 per share for a total of $139.4 million. The Company's share of this dividend was $100.6 million with a reduction of $38.8 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

~~Note 13 - Income Taxes~~

~~For the three months ended~~ ~~September 30, 2017~~ and 2016, the Company recorded a tax benefit of $0.5 million and a tax expense of $0.1 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded a tax expense of $5.0 million and $1.1 million, respectively. The Company's income tax expense and benefit for these periods primarily related to changes in the domestic valuation allowance for U.S. foreign tax credits ("FTCs").

The Company does not consider its portion of the tax earnings and profits of WML to be permanently invested. The Company has not provided deferred U.S. federal income taxes or foreign withholding taxes on temporary differences and expects FTCs to be sufficient to eliminate any U.S. federal income tax in the event of repatriation.

The Company recorded valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for a valuation allowance, the Company relies solely on the reversal of net taxable temporary differences. The valuation allowance for FTCs was determined by scheduling the existing U.S. taxable temporary differences that are expected to reverse and result in foreign source income during the 10-year FTC carryover period.

Wynn Macau SA has received a five-year exemption from complementary tax on profits generated by gaming operations through December 31, 2020. For the three months ended September 30, 2017 and 2016, the Company was exempt from the payment of such taxes totaling $15.0 million and $2.2 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company was exempt from the payment of such taxes totaling $41.6 million and $23.1 million, respectively.

Wynn Macau SA also entered into an agreement with the Macau government that provides for an annual payment of 12.8 million Macau patacas (approximately $1.6 million) as complementary tax otherwise due by shareholders of Wynn Macau SA on dividend distributions through 2020.

Note 1417 - ~~Commitments~~Retail Joint Venture

As of September 30, 2023 and ~~Contingencies~~

~~Wynn Boston Harbor Development~~

~~On April 28, 2017, Wynn MA, LLC ("Wynn MA"), an indirect wholly owned subsidiary~~December 31, 2022, the Retail Joint Venture had total assets of $107.7 million and $102.9 million, respectively, and total liabilities of $622.3 million and $620.9 million, respectively. As of September 30, 2023 and December 31, 2022, the ~~Company,~~Retail Joint Venture's liabilities included long-term debt of $613.9 million and ~~Suffolk Construction Company, Inc. (the "Construction Manager"), entered into an agreement concerning the construction~~$613.5 million, respectively, net of Wynn Boston Harbor, which, among other things, confirmed the guaranteed maximum price for the construction work undertaken by the Construction Manager. The Construction Manager is obligated to substantially complete the project by June 24, 2019 for a guaranteed maximum price of $1.32 billion. Both the contract time and guaranteed maximum price are subject to further adjustment under certain conditions. The performance of the Construction Manager is backed by a payment and performance bond in the amount of $350.0 million.

~~Litigation~~

~~Determination of Unsuitability and Redemption of Aruze and Affiliates~~

On February 18, 2012, Wynn Resorts' Gaming Compliance Committee received an independent report by Freeh, Sporkin & Sullivan, LLP (the "Freeh Report") detailing a pattern of misconduct by the Okada Parties. The factual record presented in the Freeh Report included evidence that the Okada Parties had provided valuable items to certain foreign gaming officials who were responsible for regulating gaming in a jurisdiction in which entities controlled by Mr. Okada were developing a gaming resort. Mr. Okada denied the impropriety of such conduct to members of the Board of Directors of Wynn Resorts and, while serving as one of the Company's directors, Mr. Okada refused to acknowledge or abide by Wynn Resorts' anti-bribery policies and refused to participate in the training all other directors received concerning these policies.



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~~(Unaudited)~~

Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are "unsuitable persons" under Article VII of the Company's articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption of Aruze's shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of an unsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an Executive Committee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the Executive Committee provides that "Unsuitable Persons" are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointed to the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevada corporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board of Directors of WML. On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of WML and on February 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares voted were cast in favor of removal. Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013. Although the Company has retained the structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.

Based on the Board of Directors' finding of "unsuitability," on February 18, 2012, Wynn Resorts redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts' common stock. Following a finding of "unsuitability," Article VII of Wynn Resorts' articles of incorporation authorizes redemption at "fair value" of the shares held by unsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruze under the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures on February 18, 2022, and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Company may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinated in right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.

The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigations that such regulators and agencies have undertaken. The conduct of the Okada Parties and any resulting regulatory investigations could have adverse consequences to the Company and its subsidiaries. A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws or regulations applicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civil violations could result in actions by regulatory authorities against the Company and its subsidiaries.

~~Redemption Action and Counterclaim~~

On February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the "Complaint"), alleging breaches of fiduciary duty and related claims (the "Redemption Action") arising from the activities addressed in the Freeh Report. The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles of incorporation, bylaws and other governing documents in redeeming and canceling the shares of Aruze.

On March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequently remanded to Nevada state court). On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the "Counterclaim") that purports to assert claims against the Company, each of the members of the Company's Board of Directors (other than Mr. Okada) and Wynn Resorts' General Counsel (the "Wynn Parties"). The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stock owned by Aruze were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation (the "Articles") pursuant to certain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze's shares acted at the direction of Mr. Wynn and did not independently and objectively evaluate the Okada Parties' suitability, and by so doing, breached their fiduciary duties; (3) that the Wynn Resorts directors violated the terms of the Wynn Resorts Articles



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~~(Unaudited)~~

by failing to pay Aruze fair value for the redeemed shares; and (4) that the terms of the Redemption Note that Aruze received in exchange for the redeemed shares, including the Redemption Note's principal amount, duration, interest rate, and subordinated status, were unconscionable. Among other relief, the Counterclaim seeks a declaration that the redemption of Aruze's shares was void, an injunction restoring Aruze's share ownership, damages in an unspecified amount and rescission of the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among Aruze, Mr. Wynn, and Elaine Wynn (the "Stockholders Agreement").

On June 19, 2012, Elaine Wynn asserted a cross claim against Mr. Wynn and Aruze seeking a declaration that (1) any and all of Elaine Wynn's duties under the Stockholders Agreement shall be discharged; (2) the Stockholders Agreement is subject to rescission and is rescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of shares shall be construed as inapplicable to Elaine Wynn. On March 28, 2016, Elaine Wynn filed an amended cross claim which added Wynn Resorts and Wynn Resorts' General Counsel (together with Mr. Wynn, the "Wynn Cross Defendants") as cross defendants. The amended cross claim substantially repeats its earlier allegations and further alleges that Mr. Wynn engaged in acts of misconduct that, with the Wynn Cross Defendants, resulted in Mr. Wynn allegedly breaching the Stockholders Agreement and violating alleged duties under the Stockholders Agreement by preventing Elaine Wynn from being nominated and elected to serve as one of the Company's directors. In addition to continuing to seek the declarations asserted under the original cross claim, the amended cross claim seeks an order compelling Mr. Wynn to comply with the Stockholders Agreement by assuring the nomination and election of Elaine Wynn to the Board of Directors and seeks unspecified monetary damages from Mr. Wynn and the Wynn Cross Defendants. The Wynn Cross Defendants filed motions to dismiss and a motion to sever in April 2016. On May 5, 2016, the court granted Wynn Resorts' and Wynn Resorts' General Counsel's motions to dismiss and denied Mr. Wynn's motion to dismiss. On May 26, 2016, the court denied the Wynn Cross Defendants' motion to sever. On May 1, 2017, the court granted Elaine Wynn leave to file an amended cross claim against the Wynn Cross Defendants which substantially repeats the allegations contained in the previous version of Ms. Wynn’s cross claim. Elaine Wynn filed such amended cross claim on May 17, 2017. On July 10, 2017, the court denied Wynn Resorts' and Wynn Resorts' General Counsel’s motions to dismiss, and on July 24, 2017, the court denied Wynn Resorts' motion to sever. The Wynn Cross Defendants will vigorously defend against the claims asserted against them.

The indenture for the 2023 Notes (the "2023 Indenture") provides that if Mr. Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the voting power of the outstanding common stock of the Company than is beneficially owned by any other person, a change of control will have occurred. The indenture for the 2025 Notes (the "2025 Indenture") and the 2027 Indenture each provides that if any event constitutes a "change of control" under the 2023 Indenture, it will constitute a change of control under the 2025 Indenture and the 2027 Indenture, respectively. If the Stockholders Agreement is determined not to be enforceable pursuant to Elaine Wynn's cross claim, Mr. Wynn would not beneficially own or control Elaine Wynn's shares, which could increase the likelihood that a change in control may occur under the Wynn Las Vegas, LLC debt documents. Under the 2023 Indenture, the 2025 Indenture and the 2027 Indenture, if (1) a change of control occurs and (2) at any time within 60 days after that occurrence, the 2023 Notes or the 2025 Notes, as applicable, are rated below investment grade by both rating agencies that rate such notes and, in the case of the 2027 Indenture, the ratings of the 2027 WLV Notes have decreased below the ratings assigned to the 2027 WLV Notes on the date they were issued as described in the 2027 Indenture, the Company is required to make an offer to each applicable holder to repurchase all or any part of such holder's notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the notes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption).

The Company's Complaint and the Okada Parties' Counterclaim have been, and continue to be, challenged through motion practice. At a hearing held on November 13, 2012, the Nevada state court granted the Wynn Parties' motion to dismiss the Counterclaim with respect to the Okada Parties' claim under the Nevada Racketeer Influenced and Corrupt Organizations Act with respect to certain Company executives but otherwise denied the motion. At a hearing held on January 15, 2013, the court denied the Okada Parties' motion to dismiss the Company's Complaint. On April 22, 2013, the Company filed a second amended complaint. On August 30, 2013, the Okada Parties filed their third amended Counterclaim. On September 18, 2013, the Company filed a Partial Motion to Dismiss related to a claim in the third amended Counterclaim alleging civil extortion by Mr. Wynn and the Company's General Counsel. On October 29, 2013, the court granted the motion and dismissed the claim. On November 26, 2013, the Okada Parties filed their fourth amended Counterclaim, and the Company filed an answer to that pleading on December 16, 2013. On September 16, 2014, Aruze filed a motion for partial summary judgment related to its counterclaim alleging the Company's directors violated the terms of the Articles by failing to pay Aruze fair value for the redeemed shares. At a hearing held on October 21, 2014, the court denied Aruze's motion. On October 10, 2014, the Okada Parties filed a motion for partial judgment on the pleadings principally to seek dismissal of certain breach of fiduciary claims against Mr. Okada included in the Company's Complaint. On November 13, 2014, the court denied the motion.



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~~(Unaudited)~~

On each of February 14, 2013 and February 13, 2014, the Company issued a check to Aruze in the amount of $38.7 million, representing the interest payments due on the Redemption Note at those times. However, those checks were not cashed. In February 2014, the Okada Parties advised of their intent to deposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the clerk of the court for deposit into the clerk's trust account. On March 17, 2014, the parties stipulated that the checks be returned to the Company for reissue in the same amounts, payable to the clerk of the court for deposit into the clerk's trust account. Pursuant to the stipulation, on March 20, 2014, the Company delivered to the clerk of the court the reissued checks that were deposited into the clerk's trust account and filed a notice with the court with respect to the same. On each of February 13, 2015, February 12, 2016, and February 13, 2017, the Company issued a check for the interest payment due at those times to the clerk of the court for deposit into the clerk's trust account.

On April 8, 2013, the United States Attorney's Office and the U.S. Department of Justice filed a Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action. The parties had been engaged in discovery at the time of the filing. The motion stated that the federal government has been conducting a criminal investigation of the Okada Parties involving the "same underlying allegations of misconduct—that is, potential violations of the Foreign Corrupt Practice Act and related fraudulent conduct—that form the basis of" the Company's complaint, as amended, in the Redemption Action. The motion sought to stay all discovery in the Redemption Actionissuance costs, related to the Okada Parties' allegedly unlawful activities in connection with their casino project in the Philippines until the conclusion of the criminal investigation and any resulting criminal prosecution, with an interim status update to the court in six months. At a hearing on May 2, 2013, the court granted the motion and ordered that all discovery in the Redemption Action be stayed for a period of six months (the "Stay"). On May 30, 2013, Elaine Wynn filed a motion for partial relief from the Stay, to allow her to conduct limited discovery related to her cross and counterclaims. The Wynn Parties opposed the motion so as to not interfere with the United States government's investigation. At a hearing on August 1, 2013, the court denied the motion. On October 29, 2013, the United States Attorney's Office and the U.S. Department of Justice filed a Motion to Extend the Stay for a further period of six months. At a hearing on October 31, 2013, the court granted the requested extension based upon an affidavit provided under seal that outlined, among other things, concerns for witness safety. The court did, however, order the parties to exchange written discovery propounded prior to May 2, 2013, including discovery related to the Elaine Wynn cross and counterclaims referred to above. The extended Stay expired on May 5, 2014. On April 29, 2014, the United States Attorney's Office and the U.S. Department of Justice filed a Motion for a Second Extension of Temporary Stay of Discovery for a further six months. At a hearing on May 1, 2014, the court denied the motion.

In June 2016, Wynn Resorts filed a motion to disqualify Quinn Emanuel Urquhart & Sullivan, LLP ("QE"), one of Ms. Wynn's law firms, and sought an injunction related to Ms. Wynn providing her attorneys with confidential and privileged information that belongs to Wynn Resorts. On June 23, 2016, the court stayed discovery as to both Ms. Wynn and the Okada Parties (the "Discovery Stay"), pending an evidentiary disqualification hearing. On January 23, 2017, the court issued a temporary restraining order that halted QE’s participation in the case, with the sole exception of contesting its disqualification. QE withdrew as counsel for Ms. Wynn on March 9, 2017, and Ms. Wynn retained new counsel prior to the start of the evidentiary hearing, which began on March 13, 2017. On March 17, 2017, the evidentiary hearing was vacated because Ms. Wynn and QE stipulated to a permanent injunction requiring the destruction or return of all Company information. On March 27, 2017, the Discovery Stay was lifted.

On September 5, 2017, the Wynn Parties filed a motion for summary judgment related to the redemption of Aruze's shares. A court hearing is scheduled for November 13, 2017. Fact discovery closed on November 3, 2017 and trial is scheduled to begin on April 16, 2018. Wynn Resorts will continue to vigorously pursue its claims against the Okada Parties, and Wynn Resorts and the Wynn Parties will continue to vigorously defend against the counterclaims asserted against them. Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on Wynn Resorts' financial condition.

~~Litigation Commenced by Kazuo Okada~~



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~~Indemnification Action:~~

~~On March 20, 2013, Mr. Okada filed a complaint against the Company in Nevada state court for indemnification~~outstanding borrowings under the Company's Articles, bylaws and agreements with its directors. The complaint sought advancement of Mr. Okada's costs and expenses (including attorney's fees) incurred pursuant to the various legal proceedings and related regulatory investigations described above. The Company's answer and counterclaim was filed on April 15, 2013. The counterclaim named each of the Okada Parties as defendants and sought indemnification under the Company's Articles for costs and expenses (including attorney's fees) incurred pursuant to the various legal proceedings and related regulatory investigations described above. On April 30, 2013, Mr. Okada filed his reply to the counterclaim. On February 4, 2014, the court entered an order on the parties' stipulation that: (1) dismissed all claims Mr. Okada asserted against the Company; (2) reserved Mr. Okada's right to assert, in the future, any claims for indemnity following the resolution of the Redemption Action; and (3) stayed the claims asserted by the Company against Mr. Okada pending the resolution of the Redemption Action.Retail Term Loan.

The Company believes the action commenced by Mr. Okada is without merit and will vigorously defend itself against the claims pleaded against it. Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonably possible loss, if any.

~~Macau Action:~~

On July 3, 2015, WML announced that the Okada Parties filed a complaint in the Court of First Instance of Macau ("Macau Court") against Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA and or WML (collectively, the "Wynn Macau Parties"). The principal allegations in the lawsuit are that the redemption of the Okada Parties' shares in Wynn Resorts was improper and undervalued, that the previously disclosed payment by Wynn Macau SA to an unrelated third party in consideration of relinquishment by that party of certain rights in and to any future development on the land in Cotai where Wynn Palace is located was unlawful and that the previously disclosed donation by Wynn Resorts to the University of Macau Development Foundation was unlawful. The plaintiffs seek dissolution of Wynn Macau SA and compensatory damages. The Macau Court has served the complaint on the defendants and the Wynn Macau Parties filed their response on May 17, 2016. On July 11, 2017, the Macau Court dismissed all claims by the Okada Parties as unfounded, fined the Okada Parties as vexatious litigants, and ordered the Okada Parties to pay for court costs and the Wynn Macau Parties' attorney's fees. On September 14, 2017, the Macau Court informed Wynn Macau SA that the Okada Parties filed a notice of intention to appeal. As of the date of this filing, Wynn Macau has not received formal notice of the Okada Parties' appeal.

The Company believes the action commenced by the Okada Parties is without merit and will vigorously defend itself against the claims pleaded against it. Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonably possible loss, if any.

~~Related Investigations and Derivative Litigation~~

~~Investigations:~~

In the U.S. Department of Justice's Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action, the Department of Justice states in a footnote that the government also has been conducting a criminal investigation into the Company's previously disclosed donation to the University of Macau Development Foundation. The Company has not received any target letter or subpoena in connection with such an investigation. The Company intends to cooperate fully with the government in response to any inquiry related to the donation to the University of Macau Development Foundation.

Other regulators may pursue separate investigations into the Company's compliance with applicable laws arising from the allegations in the matters described above and in response to the Counterclaim and other litigation filed by Mr. Okada suggesting improprieties in connection with the Company's donation to the University of Macau Development Foundation. While the Company believes that it is in full compliance with all applicable laws, any such investigations could result in actions by regulators against the Company. Prior investigations by the Nevada Gaming Control Board and SEC were closed with no actions taken.



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~~Derivative Claims:~~

Six derivative actions were commenced against the Company and all members of its Board of Directors: four in the United States District Court, District of Nevada, and two in the Eighth Judicial District Court of Clark County, Nevada.

The four federal actions brought by the plaintiffs (collectively, the "Federal Plaintiffs") were consolidated. On February 1, 2013, the federal court dismissed the complaint for failure to plead adequately the futility of a pre-suit demand on the Board. The dismissal was without prejudice to the Federal Plaintiffs' ability to file a motion within 30 days seeking leave to file an amended complaint. On April 9, 2013, the Federal Plaintiffs filed their amended complaint. The Company and the directors filed their motion to dismiss the amended complaint on May 23, 2013. On March 13, 2014, the federal court granted the motion to dismiss and entered judgment in favor of the Company and directors and against the Federal Plaintiffs without prejudice. On April 10, 2014, the Federal Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. On July 18, 2016, the Ninth Circuit affirmed the federal court's dismissal.

Two state derivative actions were commenced against the Company and all members of its Board of Directors in the Eighth Judicial District Court of Clark County, Nevada. These state court actions brought by the following plaintiffs have been consolidated: (1) IBEW Local 98 Pension Fund and (2) Danny Hinson (collectively, the "State Plaintiffs"). Through a coordination of efforts by all parties, the directors and the Company (a nominal defendant) have been served in all of the actions. The State Plaintiffs filed a consolidated complaint on July 20, 2012 asserting claims for (1) breach of fiduciary duty; (2) abuse of control; (3) gross mismanagement; and (4) unjust enrichment. The claims are against the Company and all Company directors during the applicable period, including Mr. Okada, as well as the Company's Chief Financial Officer who signed financial disclosures filed with the SEC during the applicable periods. The State Plaintiffs claim that the individual defendants failed to disclose to the Company's stockholders the investigation into, and the dispute with director Okada as well as the alleged potential violations of the FCPA related to, the University of Macau Development Foundation donation. The State Plaintiffs seek unspecified monetary damages (compensatory and punitive), disgorgement, reformation of corporate governance procedures, an order directing the Company to internally investigate the donation, as well as attorney's fees and costs. On October 13, 2012, the court entered the parties' stipulation providing for a stay of the state derivative action for 90 days, subject to the parties' obligation to monitor the progress of the pending litigation, discussed above, between Wynn Resorts (among others) and Mr. Okada (among others). Per the stipulation, the Company and the individual defendants were not required to respond to the consolidated complaint while the stay remained in effect. Following the expiration of the stay, the State Plaintiffs advised the Company and the individual defendants that they intended to resume the action by filing an amended complaint, which they did, on April 26, 2013. The Company and directors filed their motion to dismiss on June 10, 2013. However, on July 31, 2013, the parties agreed to a stipulation that was submitted to, and approved by the court. The stipulation contemplates a stay of the consolidated state court derivative action of equal duration as the Stay entered by the court in the Redemption Action. On June 18, 2014, the court entered a new stipulation between the parties that provides for further stay of the state derivative action and directs the parties, within 45 days of the conclusion of the latter of the Redemption Action or the federal derivative action, to discuss how the state derivative action should proceed and to file a joint report with the court.

The individual defendants are vigorously defending against the claims pleaded against them. Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any.

~~Massachusetts Gaming License Related Action~~

On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA the award winner of the Greater Boston (Region A) gaming license. On November 7, 2014, the gaming license became effective.

On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the same license, and the International Brotherhood of Electrical Workers, Local 103 ("IBEW") filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court in Boston, Massachusetts (the "Revere Action"). The complaint challenges the MGC's decision and alleges that the MGC failed to follow statutory requirements outlined in the Gaming Act. The complaint (1) seeks to appeal the administrative decision, (2) asserts that certiorari provides a remedy to correct errors in proceedings by an agency such as the MGC, (3) challenges the constitutionality of that section of the gaming law which bars judicial review of the MGC's decision to deny an applicant a gaming license, and (4) alleges violations of the open meeting law requirements. The court allowed Mohegan Sun ("Mohegan"), the other applicant for the Greater Boston (Region A) gaming license, to intervene in the Revere Action, and on February 23, 2015, Mohegan filed its complaint. The Mohegan complaint challenges the license award to Wynn MA, seeks judicial review of the MGC's decision, and seeks to vacate the MGC's license award to Wynn MA.



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~~(Unaudited)~~

On July 1, 2015, the MGC filed motions to dismiss Mohegan's and the City of Revere's complaints. On December 3, 2015, the court granted the motion to dismiss the claims asserted in the Revere Action. Also on December 3, 2015, the court granted the motion to dismiss three of the four counts asserted by Mohegan but denied the motion as to Mohegan's certiorari claim. The City of Revere and IBEW sought immediate appellate review of the dismissal of their claims and the MGC requested immediate appellate review of the court's denial of the MGC's motion to dismiss Mohegan's certiorari claim. All three petitions for interlocutory review were denied. On April 22, 2016, the MGC filed an appeal to the Massachusetts Supreme Judicial Court ("SJC"). On May 11, 2016, the SJC granted the application. The SJC granted the City of Revere and IBEW's application for direct appellate review. On March 10, 2017, the SJC affirmed the trial court’s dismissal of the City of Revere’s claims and IBEW’s claims. The SJC affirmed the court's dismissal of Mohegan’s claims except for the certiorari claim, which the SJC remanded to the Suffolk Superior Court. Mohegan filed a motion for judgment on the pleadings on November 3, 2017, and MGC's opposition is due on or before December 12, 2017. The SJC reversed the court’s dismissal of the individual plaintiffs' open meeting law claim and remanded that claim to the Suffolk Superior Court. The parties are currently in the discovery phase.

~~Wynn MA was not named in the above complaint. The MGC retained private legal representation at its own nontaxpayer-funded expense.~~

Note 1518 - Segment Information

The Company ~~reviews~~has identified its reportable segments based on factors such as geography, regulatory environment, the ~~results~~information reviewed by its chief operating decision maker, and the Company's organizational and management reporting structure.

The Company has identified the following reportable segments: (i) Wynn Macau, representing the aggregate of ~~operations for each of its operating segments.~~ Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated ~~resort and have been aggregated as one reportable segment ("~~resort; (ii) Wynn ~~Macau"). Wynn Palace is presented as a separate reportable segment and is combined with Wynn Macau (collectively, "Macau Operations") for geographical presentation.~~Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, ~~and~~ Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated ~~resort~~resort; (iv) Encore Boston Harbor; and have been aggregated as one reportable segment ("Las Vegas Operations"). The Company identifies each resort as a reportable segment considering operations within each resort have similar economic characteristics, type of customers, types of services(v) Wynn Interactive. For geographical reporting purposes, Wynn Macau, Wynn Palace, and ~~products, the regulatory environment of the operations and the Company's organizational and management reporting structure.~~

The Company also reviews construction and development activities for each of its projects under development, in addition to its reportable segments. The Company separately identifies assets for its Wynn Boston Harbor development project. Other Macau ~~primarily~~(which represents the assets of the Company's Macau holding ~~company.~~company and other ancillary entities) have been aggregated into Macau Operations.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

The following tables present the Company's segment information (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net revenues
   Macau Operations:
Wynn Macau $ 597,422
$ 518,094
$ 1,867,163
$ 1,765,652
Wynn Palace 555,322
164,625
1,445,747
164,625
              Total Macau Operations 1,152,744
682,719
3,312,910
1,930,277
    Las Vegas Operations 459,587
427,103
1,304,362
1,235,587
Total $ 1,612,331
$ 1,109,822
$ 4,617,272
$ 3,165,864
Adjusted Property EBITDA (1)

   Macau Operations:
Wynn Macau $ 183,219
$ 151,009
$ 574,723
$ 532,643
Wynn Palace 138,228
25,547
337,487
25,547
              Total Macau Operations 321,447
176,556
912,210
558,190
    Las Vegas Operations 151,509
128,879
418,296
360,193
Total 472,956
305,435
1,330,506
918,383
Other operating expenses
Pre-opening 6,908
70,778
19,445
150,496
Depreciation and amortization 137,982
106,467
415,488
264,187
Property charges and other 28,293
18,514
38,494
31,366
Corporate expenses and other 31,943
24,697
73,643
60,694
Stock-based compensation 10,503
8,048
29,290
28,856
Equity in income from unconsolidated affiliates —
—
—
16
Total other operating expenses 215,629
228,504
576,360
535,615
Operating income 257,327
76,931
754,146
382,768
Other non-operating income and expenses
Interest income 8,447
3,678
21,998
9,940
Interest expense, net of amounts capitalized (95,874 ) (79,669 ) (291,875 ) (193,698 )
Change in interest rate swap fair value (2 ) 1,168
(1,056 ) (1,693 )
Change in Redemption Note fair value (41,718 ) (22,218 ) (69,982 ) (19,239 )
Loss on extinguishment of debt (20,774 ) —
(43,061 ) —
Equity in income from unconsolidated affiliates —
—
—
16
Other (1,894 ) 899
(19,840 ) (1,046 )
Total other non-operating income and expenses (151,815 ) (96,142 ) (403,816 ) (205,720 )
Income (loss) before income taxes 105,512
(19,211 ) 350,330
177,048
Benefit (provision) for income taxes 457
(120 ) (5,040 ) (1,145 )
Net income (loss) 105,969
(19,331 ) 345,290
175,903
Net (income) loss attributable to noncontrolling interests (26,202 ) 1,894
(89,791 ) (47,728 )
Net income (loss) attributable to Wynn Resorts, Limited $ 79,767
$ (17,437 ) $ 255,499
$ 128,175


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating revenues
Macau Operations:
Wynn Palace
Casino	$	418,043	$	45,361	$	1,054,007	$	186,968
Rooms	54,309		6,974		151,311		27,813
Food and beverage	26,215		5,727		75,028		24,027
Entertainment, retail and other (1)	26,206		17,186		82,140		58,416
	524,773		75,248		1,362,486		297,224
Wynn Macau
Casino	230,294		22,832		649,627		165,221
Rooms	31,673		4,395		79,774		18,547
Food and beverage	18,287		4,261		47,255		17,878
Entertainment, retail and other (1)	14,762		8,880		50,679		32,405
	295,016		40,368		827,335		234,051
Total Macau Operations	819,789		115,616		2,189,821		531,275

Las Vegas Operations:
Casino	168,130		134,314		460,606		393,930
Rooms	178,518		162,125		541,392		460,707
Food and beverage	203,066		193,733		570,695		526,389
Entertainment, retail and other (1)	69,252		54,217		211,109		165,618
Total Las Vegas Operations	618,966		544,389		1,783,802		1,546,644

Encore Boston Harbor:
Casino	155,986		157,369		488,204		463,204
Rooms	24,838		23,718		65,895		61,819
Food and beverage	19,864		21,009		64,101		60,272
Entertainment, retail and other (1)	9,715		9,687		30,441		27,438
Total Encore Boston Harbor	210,403		211,783		648,641		612,733

Wynn Interactive:
Entertainment, retail and other	22,778		17,934		69,173		61,236
Total Wynn Interactive	22,778		17,934		69,173		61,236

Total operating revenues	$	1,671,936	$	889,722	$	4,691,437	$	2,751,888

(1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 15, "Leases."

~~(1)~~

"Adjusted Property EBITDA" is net income (loss) before interest, taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, loss on extinguishment of debt, change in interest rate swap fair value, change in Redemption Note fair value and other non-operating income and expenses, and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Adjusted Property EBITDAR (1)
Macau Operations:
Wynn Palace	$	177,048	$	(21,808)	$	444,713	$	(72,622)
Wynn Macau	77,939		(43,806)		212,274		(88,878)
Total Macau Operations	254,987		(65,614)		656,987		(161,500)
Las Vegas Operations	219,740		195,760		675,458		581,844
Encore Boston Harbor	60,498		61,136		193,016		180,132
Wynn Interactive	(4,864)		(17,748)		(40,896)		(70,202)
Total	530,361		173,534		1,484,565		530,274
Other operating expenses
Pre-opening	867		6,447		6,822		13,396
Depreciation and amortization	171,969		172,502		510,743		520,026
Impairment of goodwill and intangible assets	93,990		—		94,490		48,036
Property charges and other (2)	114,288		4,733		132,265		29,326
Corporate expenses and other	35,104		22,769		102,342		70,805
Stock-based compensation	16,144		20,074		49,139		48,569
Triple-net operating lease expense	35,404		—		106,318		—
Total other operating expenses	467,766		226,525		1,002,119		730,158
Operating income (loss)	62,595		(52,991)		482,446		(199,884)
Other non-operating income and expenses
Interest income	46,534		6,892		130,854		10,863
Interest expense, net of amounts capitalized	(188,571)		(165,277)		(566,554)		(472,265)
Change in derivatives fair value	(50,637)		5,839		(3,255)		14,801
Gain (loss) on debt financing transactions	2,928		—		(12,683)		—
Other	3,861		(864)		(19,794)		(26,090)
Total other non-operating income and expenses	(185,885)		(153,410)		(471,432)		(472,691)
Income (loss) before income taxes	(123,290)		(206,401)		11,014		(672,575)
Benefit (provision) for income taxes	2,749		(1,390)		(2,574)		(3,248)
Net income (loss)	(120,541)		(207,791)		8,440		(675,823)
Net (income) loss attributable to noncontrolling interests	3,863		64,899		(7,602)		219,556
Net income (loss) attributable to Wynn Resorts, Limited	$	(116,678)	$	(142,892)	$	838	$	(456,267)

(1) "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. Management uses Adjusted Property ~~EBITDA~~EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. The Company also presents Adjusted Property ~~EBITDA~~EBITDAR because it is used by some investors ~~as a way~~ to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported ~~EBITDA~~EBITDAR as a supplement to ~~financial measures in accordance with~~ GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including ~~Wynn Resorts,~~us, have historically excluded from their ~~EBITDA~~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 ~~EBITDA~~EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of the Company's 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 ~~measures of~~ net income (loss), Adjusted Property ~~EBITDA~~EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has 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 ~~EBITDA.~~EBITDAR. Also, ~~Wynn Resorts'~~the Company's calculation of Adjusted Property ~~EBITDA~~EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(2) For the three and nine months ended September 30, 2023, includes $97.7 million related to the Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions.

September 30,
2017 December 31,
2016
Assets
Macau Operations:
Wynn Macau $ 1,059,889
$ 1,161,670
Wynn Palace 4,066,782
4,317,458
Other Macau 494,801
28,927
Total Macau Operations 5,621,472
5,508,055
Las Vegas Operations 3,264,926
3,275,780
Wynn Boston Harbor 876,746
419,001
Corporate and other 2,664,810
2,750,721
Total $ 12,427,954
$ 11,953,557

~~Note 16 - Subsequent Event~~

~~On October 26, 2017, the Company announced a cash dividend of $0.50 per share, payable on November 28, 2017 to stockholders of record as of November 16, 2017.~~

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	September 30, 2023		December 31, 2022
Assets
Macau Operations:
Wynn Palace	$	2,929,750	$	2,884,073
Wynn Macau	1,712,077		1,430,051
Other Macau	858,098		268,017
Total Macau Operations	5,499,925		4,582,141
Las Vegas Operations	3,133,145		3,168,597
Encore Boston Harbor	2,024,697		2,080,424
Wynn Interactive	86,067		213,837
Corporate and other	2,592,427		3,370,101
Total	$	13,336,261	$	13,415,100

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion ~~and analysis of our financial condition and results of operations~~ should be read in conjunction with, ~~our~~and is qualified in its entirety by, the unaudited condensed consolidated financial statements and ~~related~~the notes thereto included elsewhere in this Form 10-Q and ~~our~~the audited consolidated financial statements appearing in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. 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. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled ~~"Special Note Regarding Forward-Looking~~"Forward-Looking Statements."

~~Overview~~

We are a developer, owner and operator of destination casino resorts (integrated resorts). In the Macau Special Administrative Region of the People's Republic of China ("Macau"), we own approximately 72% of Wynn Macau, Limited ("WML") and we operate the Wynn Macau and Wynn Palace resorts, which we refer to as our Macau Operations. In Las Vegas, Nevada, we operate and, with the exception of the majority of the retail space, we own 100% of Wynn Las Vegas, which we also refer to as our Las Vegas Operations. We are currently constructing Wynn Boston Harbor, an integrated casino resort in Everett, Massachusetts.

~~Macau Operations~~

We operate our Macau Operations under a 20-year casino concession agreement granted by the Macau government in June 2002. We lease from the Macau government approximately 16 acres of land in downtown Macau's inner harbor where Wynn Macau is located and 51 acres of land in the Cotai area of Macau where Wynn Palace is located.

~~Wynn Macau features the following as of October 14, 2017:~~

~~Approximately 281,000 square feet of casino space, offering 24-hour gaming and a full range of games with 301 table games and 925 slot machines, private gaming salons, sky casinos and a poker pit;~~

~~Two luxury hotel towers with a total of 1,008 guest rooms and suites;~~

~~Eight food and beverage outlets;~~

~~Approximately 59,000 square feet of high-end, brand-name retail shopping;~~

~~Approximately 31,000 square feet of meeting and convention space;~~

~~Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and~~

~~A rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions.~~

~~Wynn Palace features the following as of October 14, 2017:~~

Approximately 420,000 square feet of casino space, offering 24-hour gaming and a full range of games with 307 table games and 1,034 slot machines, including private gaming salons, sky casinos and a poker pit;

~~A luxury hotel with a total of 1,706 guest rooms, suites and villas;~~

~~11 food and beverage outlets;~~

~~Approximately 106,000 square feet of high-end, brand-name retail shopping;~~

~~Approximately 37,000 square feet of meeting and convention space;~~

~~Recreation and leisure facilities, including a gondola ride, health club, spa, salon and pool; and~~

~~Public attractions including a performance lake, floral art displays and fine art displays.~~

In response to our evaluation of our Macau Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to these resorts.



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~~Table of Contents~~

~~Las Vegas Operations~~

Wynn Las Vegas is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip. In addition, we own approximately 18 acres across Sands Avenue, a portion of which is improved with an employee parking garage, and approximately five acres adjacent to the golf course upon which an office building is located.

~~Wynn Las Vegas features the following as of October 14, 2017:~~

Approximately 192,000 square feet of casino space, offering 24-hour gaming and a full range of games with 240 table games and 1,838 slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book;

~~Two luxury hotel towers with a total of 4,748 guest rooms, suites and villas;~~

~~33 food and beverage outlets;~~

Approximately 103,000 square feet of high-end, brand-name retail shopping (of which, effective December 2016, approximately 88,000 square feet is owned and operated by a joint venture of which we own 50.1%);

~~Approximately 290,000 square feet of meeting and convention space;~~

~~Three nightclubs and a beach club;~~

~~Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas, two full service spas and salons, and a wedding chapel; and~~

~~A specially designed theater presenting "Le Rêve-The Dream," a water-based theatrical production and a theater presenting entertainment productions and various headliner entertainment acts.~~

In December 2016, we formed a joint venture (the "Retail Joint Venture") with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space (of which we own 50.1%) and signed an agreement with Crown to form a joint venture to own and operate approximately 73,000 square feet of additional retail space that is currently under construction at Wynn Las Vegas. We expect to open the majority of the additional retail space in the third quarter of 2018.

In response to our evaluation of our Las Vegas Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to this resort.

~~Construction and Development Opportunities~~

We are currently constructing Wynn Boston Harbor, an integrated resort in Everett, Massachusetts, located adjacent to Boston along the Mystic River. The resort will contain a hotel, a waterfront boardwalk, meeting and convention space, casino space, a spa, retail offerings and food and beverage outlets. The total project budget, including gaming license fees, construction costs, capitalized interest, pre-opening expenses and land costs, is estimated to be approximately $2.4 billion. As of September 30, 2017, we have incurred $935.6 million in total project costs. We expect to open Wynn Boston Harbor in mid-2019.

We are in the planning phase for the re-development of the Wynn Las Vegas golf course, which we expect to close prior to December 31, 2017. Phase 1 of the project is expected to include a lagoon and additional meeting and convention space. Based on current designs, we estimate the total project budget for Phase 1 to be approximately $500 million.

~~We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide.~~

~~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 a Condensed Consolidated Statement of Operations is presented. Below are definitions of these key operating measures discussed:

~~Table drop for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.~~



	32

~~Table of Contents~~

~~Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.~~

~~Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives.~~

~~Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.~~

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

~~Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues.~~

Average daily rate ("ADR") is calculated by dividing total room revenues, including the retail value of promotional allowances (less service charges, if any), by total rooms occupied, including complimentary rooms.

~~Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including the retail value of promotional allowances (less service charges, if any), by total rooms available.~~

~~Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.~~

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

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. We expect our win as a percentage of turnover from these operations to be within the range of 2.7% to 3.0%. 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 smaller in the VIP operations when compared to the mass market operations.

In Las Vegas, customers purchase chips at the gaming tables. The cash and net markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage in Las Vegas. Each type of table game has its own theoretical win percentage. Our expected table games win percentage in Las Vegas is 21% to 25%.

~~Results of Operations~~

~~Summary third quarter 2017 results~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 Percent Change 2017 2016 Percent Change
Net revenues $ 1,612,331
$ 1,109,822
45.3 $ 4,617,272
$ 3,165,864
45.8
Net income (loss) attributable to Wynn Resorts, Limited $ 79,767
$ (17,437 ) NM $ 255,499
$ 128,175
99.3
Diluted net income (loss) per share $ 0.78
$ (0.17 ) NM $ 2.49
$ 1.26
97.6
Adjusted Property EBITDA $ 472,956
$ 305,435
54.8 $ 1,330,506
$ 918,383
44.9

~~NM - not meaningful~~

During the three months ended September 30, 2017, our net income attributable to Wynn Resorts, Limited was $79.8 million, or $0.78 per diluted share, compared to a net loss attributable to Wynn Resorts, Limited of $17.4 million, or $0.17 per diluted share, for the same period of 2016. The increase in net income attributable to Wynn Resorts, Limited was primarily the result of a full quarter of income from Wynn Palace and increased operating income from Wynn Macau and our Las Vegas Operations, partially offset by a loss on extinguishment of debt, an increase in net income attributable to noncontrolling



	33

~~Table of Contents~~

~~interests and an increase in property charges and other. Our results for the three months ended September 30, 2016 include 40 days of operations of Wynn Palace.~~

During the nine months ended September 30, 2017, our net income attributable to Wynn Resorts, Limited was $255.5 million, an increase of $127.3 million, or 99.3% over $128.2 million for the same period of 2016, resulting in diluted earnings per share of $2.49. The increase in net income attributable to Wynn Resorts, Limited was primarily due to increased operating income from Wynn Palace, Wynn Macau and our Las Vegas Operations, partially offset by increases in interest expense, net income attributable to noncontrolling interests and the Redemption Note fair value, and losses on extinguishment of debt. The increase in interest expense results from the Company no longer capitalizing interest on Wynn Palace and a $25.6 million out-of-period adjustment recorded in the first quarter of 2016 related to capitalized interest that reduced interest expense.

Adjusted Property EBITDA increased 54.8%, or $167.5 million, to $473.0 million for the three months ended September 30, 2017, from $305.4 million for the same period of 2016, primarily as a result of increases of $112.7 million, $32.2 million and $22.6 million, from Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively.

Adjusted Property EBITDA increased 44.9%, or $412.1 million, to $1.33 billion for the nine months ended September 30, 2017, from $918.4 million for the same period of 2016, primarily as a result of increases of $311.9 million, $58.1 million and $42.1 million, from Wynn Palace, our Las Vegas Operations and Wynn Macau, respectively.

~~Financial results for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.~~

~~Our results for the three months ended September 30, 2017 reflect the operations of Wynn Palace for the full quarter versus 40 days of operations for the three months ended September 30, 2016.~~

~~Net revenues~~

~~The following table presents net revenues from our Macau and Las Vegas Operations (dollars in thousands):~~

Three Months Ended September 30,
2017 2016
Percent
Change
Net revenues
   Macau Operations:
Wynn Macau $ 597,422
$ 518,094
15.3
Wynn Palace (1)
555,322
164,625
237.3
   Total Macau Operations 1,152,744
682,719
68.8
   Las Vegas Operations 459,587
427,103
7.6
$ 1,612,331
$ 1,109,822
45.3

~~(1)Wynn Palace opened on August 22, 2016.~~

Net revenues increased 45.3%, or $502.5 million, to $1.61 billion for the three months ended September 30, 2017, from $1.11 billion for the same period of 2016. The increase was the result of increases of $390.7 million, $79.3 million and $32.5 million from Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively.

Non-casino revenues consist of operating revenues from rooms, food and beverage, entertainment, retail and other, less promotional allowances. The following table presents net revenues from our casino and non-casino revenues (dollars in thousands):

Three Months Ended September 30,
2017 2016
Percent
Change
Net revenues
Casino revenues $ 1,256,602
$ 788,219
59.4
Non-casino revenues 355,729
321,603
10.6
$ 1,612,331
$ 1,109,822
45.3



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~~Table of Contents~~

Casino revenues were 77.9% of total net revenues for the three months ended September 30, 2017, compared to 71.0% for the same period of 2016, while non-casino revenues were 22.1% of total net revenues, compared to 29.0% for the same period of 2016.

~~Casino revenues~~

Casino revenues increased 59.4%, or $468.4 million, to $1.26 billion for the three months ended September 30, 2017, from $788.2 million for the same period of 2016. The increase was primarily due to increases of $367.8 million and $79.3 million from Wynn Palace and Wynn Macau, respectively. The increase in casino revenues from Wynn Macau was driven by a 22.2% increase in VIP turnover and an increase in mass market table games win percentage from 18.6% to 20.2%.

Prior to the opening of Wynn Palace, the Gaming Inspection and Coordination Bureau of Macau authorized 100 new table games for operation at Wynn Palace with 25 additional table games authorized for operation on January 1, 2017, and a further 25 new table games for operation on January 1, 2018, for a total of 150 new table games in the aggregate. In addition, we have and will continue to share table games between Wynn Macau and Wynn Palace, subject to the aggregate cap, to optimize our casino operations. As of October 14, 2017, we had a total of 301 table games at Wynn Macau and 307 at Wynn Palace.



	35

~~Table of Contents~~

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

Three Months Ended September 30,
2017 2016
Increase/
(Decrease)

Percent
Change
Macau Operations:
Wynn Macau:
Total casino revenues $ 567,667
$ 488,346
$ 79,321
16.2
VIP:
Average number of table games 96
142
(46 ) (32.4 )
VIP turnover $ 13,373,060
$ 10,941,100
$ 2,431,960
22.2
Table games win $ 451,136
$ 365,047
$ 86,089
23.6
VIP win as a % of turnover 3.37 % 3.34 % 0.03

Table games win per unit per day $ 51,324
$ 28,003
$ 23,321
83.3
Mass market:
Average number of table games 206
201
5
2.5
Table drop $ 1,070,119
$ 1,105,938
$ (35,819 ) (3.2 )
Table games win $ 216,439
$ 205,179
$ 11,260
5.5
Table games win % 20.2 % 18.6 % 1.6

Table games win per unit per day $ 11,408
$ 11,089
$ 319
2.9
Average number of slot machines 918
804
114
14.2
Slot machine handle $ 864,553
$ 681,552
$ 183,001
26.9
Slot machine win $ 35,522
$ 29,327
$ 6,195
21.1
Slot machine win per unit per day $ 421
$ 396
$ 25
6.3

Wynn Palace (1):

Total casino revenues $ 514,518
$ 146,708
$ 367,810
250.7
VIP:
Average number of table games 106
72
34
47.2
VIP turnover $ 13,694,250
$ 4,150,448
$ 9,543,802
229.9
Table games win $ 409,648
$ 120,455
$ 289,193
240.1
VIP win as a % of turnover 2.99 % 2.90 % 0.09

Table games win per unit per day $ 42,015
$ 42,117
$ (102 ) (0.2 )
Mass market:
Average number of table games 201
274
(73 ) (26.6 )
Table drop $ 866,637
$ 275,898
$ 590,739
214.1
Table games win $ 194,294
$ 51,525
$ 142,769
277.1
Table games win % 22.4 % 18.7 % 3.7

Table games win per unit per day $ 10,491
$ 4,702
$ 5,789
123.1
Average number of slot machines 1,100
1,132
(32 ) (2.8 )
Slot machine handle $ 817,543
$ 204,515
$ 613,028
299.7
Slot machine win $ 41,965
$ 12,610
$ 29,355
232.8
Slot machine win per unit per day $ 415
$ 279
$ 136
48.7

~~(1)Wynn Palace opened on August 22, 2016.~~



	36

~~Table of Contents~~

Three Months Ended September 30,
2017 2016 Increase/
(Decrease) Percent
Change
Las Vegas Operations:
Total casino revenues $ 174,417
$ 153,166
$ 21,251
13.9
Average number of table games 237
234
3
1.3
Table drop $ 496,233
$ 483,382
$ 12,851
2.7
Table games win $ 132,227
$ 119,388
$ 12,839
10.8
Table games win % 26.6 % 24.7 % 1.9

Table games win per unit per day $ 6,065
$ 5,552
$ 513
9.2
Average number of slot machines 1,849
1,890
(41 ) (2.2 )
Slot machine handle $ 819,462
$ 818,719
$ 743
0.1
Slot machine win $ 59,605
$ 52,460
$ 7,145
13.6
Slot machine win per unit per day $ 350
$ 302
$ 48
15.9

~~Non-casino revenues~~

Non-casino revenues increased 10.6%, or $34.1 million, to $355.7 million for the three months ended September 30, 2017, from $321.6 million for the same period of 2016, primarily due to increases of $22.9 million and $11.2 million from Wynn Palace and our Las Vegas Operations, respectively.

Room revenues increased 14.7%, or $22.5 million, to $175.1 million for the three months ended September 30, 2017, from $152.6 million for the same period of 2016, primarily due to increases of $18.7 million and $5.9 million from Wynn Palace and our Las Vegas Operations, respectively, partially offset by a decrease of $2.1 million from Wynn Macau.

~~The table below sets forth our room revenues and associated key operating measures for our Macau and Las Vegas Operations:~~

Three Months Ended September 30,
2017 2016 Percent Change (1)
Macau Operations:
Wynn Macau:
Total room revenues (dollars in thousands) $ 24,115
$ 26,184
(7.9 )
Occupancy 97.3 % 95.1 % 2.2
ADR $ 246
$ 270
(8.9 )
REVPAR $ 240
$ 257
(6.6 )
Wynn Palace (2):

Total room revenues (dollars in thousands) $ 32,905
$ 14,239
131.1
Occupancy 96.1 % 70.8 % 25.3
ADR $ 219
$ 287
(23.7 )
REVPAR $ 211
$ 203
3.9

Las Vegas Operations:
Total room revenues (dollars in thousands) $ 118,088
$ 112,185
5.3
Occupancy 91.4 % 90.0 % 1.4
ADR $ 299
$ 288
3.8
REVPAR $ 273
$ 259
5.4

~~(1) Except occupancy, which is presented as a percentage point change.~~

~~(2) Wynn Palace opened on August 22, 2016.~~



	37

~~Table of Contents~~

Food and beverage revenues increased 13.6%, or $22.9 million, to $190.9 million for the three months ended September 30, 2017, from $168.0 million for the same period of 2016, primarily due to increases of $14.0 million and $9.6 million from Wynn Palace and our Las Vegas Operations, respectively. The increase from our Las Vegas Operations was primarily driven by an increase in revenues at our nightclubs.

Entertainment, retail and other revenues increased 13.2%, or $12.3 million, to $105.5 million for the three months ended September 30, 2017, from $93.2 million for the same period of 2016. The increase was primarily due to increases of $12.9 million and $1.3 million from Wynn Palace and Wynn Macau, respectively, partially offset by a decrease of $1.9 million from our Las Vegas Operations.

Promotional allowances increased 25.5%, or $23.5 million, to $115.7 million for the three months ended September 30, 2017, from $92.2 million for the same period of 2016. The increase was primarily due to increases of $22.7 million and $2.3 million from Wynn Palace and our Las Vegas Operations, respectively, partially offset by a decrease of $1.5 million from Wynn Macau.

~~Operating expenses~~

Operating expenses increased 31.2%, or $322.1 million, to $1.36 billion for the three months ended September 30, 2017, from $1.03 billion for the same period of 2016, primarily due to increases in casino expenses of $294.4 million, general and administrative expenses of $34.3 million and depreciation and amortization of $31.5 million, partially offset by a decrease in pre-opening expenses of $63.9 million, all mainly related to the opening of Wynn Palace.

Casino expenses increased 58.2%, or $294.4 million, to $800.0 million for the three months ended September 30, 2017, from $505.6 million for the same period of 2016, primarily due to increases of $244.9 million and $47.2 million from Wynn Palace and Wynn Macau, respectively. The increase at Wynn Macau was driven by gaming taxes, which increased commensurate with the 16.2% increase in casino revenues, partially offset by a decrease in the cost of providing complimentaries.

~~Room expenses increased 9.7%, or $3.9 million, to $44.1 million for the three months ended September 30, 2017, from $40.2 million for the same period of 2016, primarily related to Wynn Palace.~~

Food and beverage expenses increased 3.8%, or $4.1 million, to $113.5 million for the three months ended September 30, 2017, from $109.3 million for the same period of 2016. The increase was primarily due to an increase of $3.3 million from our Las Vegas Operations driven by increased labor costs.

Entertainment, retail, and other expenses increased 10.0%, or $4.0 million, to $44.2 million for the three months ended September 30, 2017, from $40.2 million for the same period of 2016, primarily related to Wynn Palace.

General and administrative expenses increased 23.8%, or $34.3 million, to $178.5 million for the three months ended September 30, 2017, from $144.2 million for the same period of 2016, primarily related to Wynn Palace.

Provision for doubtful accounts was $1.7 million for the three months ended September 30, 2017, compared to a benefit of $2.4 million for the same period of 2016. The change was primarily due to the impact of historical collection patterns and current collection trends, as well as the specific review of customer accounts, on our estimated allowance for the respective periods.

Pre-opening expenses were $6.9 million for the three months ended September 30, 2017, compared to $70.8 million for the same period of 2016. During the three months ended September 30, 2017, we incurred pre-opening expenses of $6.5 million related to Wynn Boston Harbor and $0.3 million at our Las Vegas Operations. During the three months ended September 30, 2016, we incurred pre-opening expenses of $65.5 million related to Wynn Palace and $5.2 million related to Wynn Boston Harbor.

Depreciation and amortization increased 29.6%, or $31.5 million, to $138.0 million for the three months ended September 30, 2017, from $106.5 million for the same period of 2016. The increase was primarily due to the opening of Wynn Palace with the associated building and furniture, fixtures and equipment being placed in service.



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Property charges and other was $28.3 million for the three months ended September 30, 2017, compared to $18.5 million for the same period of 2016. During the three months ended September 30, 2017, property charges and other included $19.1 million in estimated costs primarily related to property damage caused by a typhoon that impacted Macau during the quarter. During the three months ended September 30, 2016, our Las Vegas Operations incurred a $15.3 million exit fee for the right to procure energy from the wholesale energy markets instead of from the local public electric utility.

~~Interest expense, net of amounts capitalized~~

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

Three Months Ended September 30,
2017 2016
Percent
Change
Interest expense
Interest cost, including amortization of deferred financing costs and original issue discount and premium $ 101,402
$ 96,895
4.7
Capitalized interest (5,528 ) (17,226 ) (67.9 )
$ 95,874
$ 79,669
20.3

Weighted average total debt balance $ 9,959,989
$ 9,593,292

Weighted average interest rate 4.07 % 4.04 %

Interest cost increased $4.5 million for the three months ended September 30, 2017, compared to the same period of 2016, primarily due to an increase in our weighted average total debt balance from borrowings under the Wynn America credit facilities. Capitalized interest decreased $11.7 million for the three months ended September 30, 2017, compared to the same period of 2016, primarily due to the completion of Wynn Palace construction activities in August 2016.

~~Other non-operating income and expenses~~

We incurred losses of $41.7 million and $22.2 million for the three months ended September 30, 2017 and 2016, respectively, from the change in fair value of the Redemption Note. The change in fair value is a result of changes in certain variables used to calculate the estimated fair value. For further information on the fair value of the Redemption Note, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 2 "Summary of Significant Accounting Policies."

Interest income was $8.4 million for the three months ended September 30, 2017, compared to $3.7 million for the three months ended September 30, 2016. During 2017 and 2016, our short-term investment strategy has been to preserve capital while retaining sufficient liquidity. The majority of our short-term investment amounts were in time deposits, fixed deposits and money market accounts with a maturity of three months or less.

We incurred a loss on the extinguishment of debt of $20.8 million for the three months ended September 30, 2017. During the three months ended September 30, 2017, we completed a cash tender offer our 5 1/4% Senior Notes due 2021 (the "2021 Notes") and issued our 4 7/8% Senior Notes due 2024 (the "2024 WML Notes") and our 5 1/2% Senior Notes due 2027 (the "2027 WML Notes" and together with the 2024 WML Notes, the "WML Notes"). In connection with this refinancing, we recorded a loss on extinguishment of debt of $20.8 million. We incurred no losses on the extinguishment of debt for the same period of 2016.

~~We incurred a loss of $1.9 million and a gain of $0.9 million for the three months ended September 30, 2017 and 2016, respectively, from foreign currency remeasurements.~~

~~Income taxes~~

We recorded an income tax benefit of $0.5 million for the three months ended September 30, 2017, compared to an income tax expense of $0.1 million for the same period of 2016. These amounts primarily related to changes in the domestic valuation allowance for U.S. foreign tax credits ("FTCs").



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~~Net income (loss) attributable to noncontrolling interests~~

Net income attributable to noncontrolling interests was $26.2 million for the three months ended September 30, 2017, compared to a net loss of $1.9 million for the same period of 2016. These amounts were primarily related to the noncontrolling interests' share of net income (loss) from WML.

~~Financial results for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.~~

~~Our results for the nine months ended September 30, 2017 reflect the operations of Wynn Palace for the full period versus 40 days of operations for the nine months ended September 30, 2016.~~

~~Net revenues~~

~~The following table presents net revenues from our Macau and Las Vegas Operations (dollars in thousands):~~

Nine Months Ended September 30,
2017 2016 Percent Change
Net revenues
Macau operations
Wynn Macau $ 1,867,163
$ 1,765,652
5.7
Wynn Palace (1)
1,445,747
164,625
778.2
Total Macau Operations 3,312,910
1,930,277
71.6
Las Vegas Operations 1,304,362
1,235,587
5.6
$ 4,617,272
$ 3,165,864
45.8

~~(1)Wynn Palace opened on August 22, 2016.~~

Net revenues increased 45.8%, or $1.45 billion, to $4.62 billion for the nine months ended September 30, 2017, from $3.17 billion for the same period of 2016. The increase was primarily due to increases of $1.28 billion, $101.5 million and $68.8 million from Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively.

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

Nine Months Ended September 30,
2017 2016 Percent Change
Net revenues
Casino revenues $ 3,574,059
$ 2,263,608
57.9
Non-casino revenues 1,043,213
902,256
15.6
$ 4,617,272
$ 3,165,864
45.8

Casino revenues were 77.4% of total net revenues for the nine months ended September 30, 2017, compared to 71.5% for the same period of 2016, while non-casino revenues were 22.6% of total net revenues, compared to 28.5% for the same period of 2016.

~~Casino revenues~~

Casino revenues increased 57.9%, or $1.31 billion, to $3.57 billion for the nine months ended September 30, 2017, from $2.26 billion for the same period of 2016. The increase was due to increases of $1.17 billion, $107.4 million and $33.0 million from Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively. The increase in casino revenues from Wynn Macau was driven by a 17.7% increase in VIP turnover, partially offset by a decrease in table drop of 6.1%. The increase in casino revenues from our Las Vegas Operations was primarily due to an increase in the table games win percentage of 1.9 percentage points from 24.6% to 26.5%, partially offset by a 0.9% decrease in table drop.

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



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Nine Months Ended September 30,
2017 2016 Increase/(Decrease)
Percent
Change
Macau Operations:
Wynn Macau:
Total casino revenues $ 1,777,305
$ 1,669,871
$ 107,434
6.4
VIP:
Average number of table games 93
171
(78 ) (45.6 )
VIP turnover $ 42,680,904
$ 36,252,239
$ 6,428,665
17.7
Table games win $ 1,456,139
$ 1,214,675
$ 241,464
19.9
VIP win as a % of turnover 3.41 % 3.35 % 0.06

Table games win per unit per day $ 57,095
$ 25,871
$ 31,224
120.7
Mass market:
Average number of table games 205
228
(23 ) (10.1 )
Table drop $ 3,274,733
$ 3,489,272
$ (214,539 ) (6.1 )
Table games win $ 650,911
$ 687,876
$ (36,965 ) (5.4 )
Table games win % 19.9 % 19.7 % 0.2

Table games win per unit per day $ 11,637
$ 11,008
$ 629
5.7
Average number of slot machines 907
787
120
15.2
Slot machine handle $ 2,589,125
$ 2,584,342
$ 4,783
0.2
Slot machine win $ 113,607
$ 113,098
$ 509
0.5
Slot machine win per unit per day $ 459
$ 524
$ (65 ) (12.4 )

Wynn Palace (1):
Total casino revenues $ 1,316,713
$ 146,708
$ 1,170,005
797.5
VIP:
Average number of table games 101
72
29
40.3
VIP turnover $ 36,340,603
$ 4,150,448
$ 32,190,155
775.6
Table games win $ 997,031
$ 120,455
$ 876,576
727.7
VIP win as a % of turnover 2.74 % 2.90 % (0.16 )
Table games win per unit per day $ 36,290
$ 42,117
$ (5,827 ) (13.8 )
Mass market:
Average number of table games 205
274
(69 ) (25.2 )
Table drop $ 2,365,661
$ 275,898
$ 2,089,763
757.4
Table games win $ 530,668
$ 51,525
$ 479,143
929.9
Table games win % 22.4 % 18.7 % 3.7

Table games win per unit per day $ 9,507
$ 4,702
$ 4,805
102.2
Average number of slot machines 1,041
1,132
(91 ) (8.0 )
Slot machine handle $ 2,132,973
$ 204,515
$ 1,928,458
942.9
Slot machine win $ 110,712
$ 12,610
$ 98,102
778.0
Slot machine win per unit per day $ 390
$ 279
$ 111
39.8

~~(1) Wynn Palace opened on August 22, 2016.~~



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Nine Months Ended September 30,
2017 2016 Increase/(Decrease)
Percent
Change
Las Vegas Operations:
Total casino revenues $ 480,041
$ 447,030
$ 33,011
7.4
Average number of table games 236
236
—
—
Table drop $ 1,374,167
$ 1,385,963
$ (11,796 ) (0.9 )
Table games win $ 364,374
$ 340,572
$ 23,802
7.0
Table games win % 26.5 % 24.6 % 1.9

Table games win per unit per day $ 5,657
$ 5,264
$ 393
7.5
Average number of slot machines 1,864
1,888
(24 ) (1.3 )
Slot machine handle $ 2,350,162
$ 2,286,559
$ 63,603
2.8
Slot machine win $ 162,340
$ 150,786
$ 11,554
7.7
Slot machine win per unit per day $ 319
$ 291
$ 28
9.6

~~Non-casino revenues~~

Non-casino revenues increased 15.6%, or $141 million, to $1.04 billion for the nine months ended September 30, 2017, from $902.3 million for the same period of 2016, primarily due to increases of $111.1 million and $35.8 million from Wynn Palace and our Las Vegas Operations, respectively, partially offset by a decrease of $5.9 million from Wynn Macau.

Room revenues increased 23.3%, or $100.5 million, to $531.6 million for the nine months ended September 30, 2017, from $431.0 million for the same period of 2016, primarily due to increases of $93.8 million and $17.3 million from Wynn Palace and our Las Vegas Operations, respectively, partially offset by a decrease of $10.6 million from Wynn Macau. The increase experienced by our Las Vegas Operations was driven by a 2.8 percentage point increase in occupancy and an ADR increase of 2.3% while the decrease from Wynn Macau was a result of an ADR decline of 15.8%, partially offset by a 3.1 percentage point increase in occupancy.

~~The table below sets forth our room revenues and associated key operating measures for our Macau and Las Vegas Operations:~~

Nine Months Ended September 30,
2017 2016 Percent Change (1)
Macau Operations:
Wynn Macau:
Total room revenues (dollars in thousands) $ 75,308
$ 85,915
(12.3 )
Occupancy 96.9 % 93.8 % 3.1
ADR $ 256
$ 304
(15.8 )
REVPAR $ 248
$ 286
(13.3 )
Wynn Palace (2):
Total room revenues (dollars in thousands) $ 108,050
$ 14,239
658.8
Occupancy 96.0 % 70.8 % 25.2
ADR $ 237
$ 287
(17.4 )
REVPAR $ 227
$ 203
11.8

Las Vegas Operations:
Total room revenues (dollars in thousands) $ 348,200
$ 330,893
5.2
Occupancy 88.5 % 85.7 % 2.8
ADR $ 305
$ 298
2.3
REVPAR $ 270
$ 255
5.9

~~(1) Except occupancy, which is presented as a percentage point change.~~



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~~(2) Wynn Palace opened on August 22, 2016.~~

Food and beverage revenues increased 14.7%, or $68.7 million, to $537.8 million for the nine months ended September 30, 2017, from $469.1 million for the same period of 2016, primarily due to increases of $53.9 million and $22.3 million from Wynn Palace and our Las Vegas Operations, respectively, partially offset by a decrease of $7.5 million from Wynn Macau. The increase from our Las Vegas Operations was primarily driven by an increase in revenues at our nightclubs.

Entertainment, retail and other revenues increased 20.7%, or $53.4 million, to $310.6 million for the nine months ended September 30, 2017, from $257.3 million for the same period of 2016. The increase was primarily due to an increase of $62.9 million from Wynn Palace, partially offset by decreases of $7.0 million and $2.6 million from our Las Vegas Operations and Wynn Macau, respectively.

Promotional allowances increased 32.0%, or $81.7 million, to $336.8 million for the nine months ended September 30, 2017, from $255.1 million for the same period of 2016. The increase was primarily due to an increase of $99.6 million from Wynn Palace, partially offset by decreases of $14.8 million and $3.1 million from Wynn Macau and our Las Vegas Operations, respectively. The decreases from Wynn Macau and our Las Vegas Operations were primarily a result of a greater percentage of cash paying guests in our rooms and food and beverage outlets.

~~Operating expenses~~

Operating expenses increased 38.8%, or $1.08 billion, to $3.86 billion for the nine months ended September 30, 2017, from $2.78 billion for the same period of 2016, primarily due to increases in casino expenses of $874.9 million, depreciation and amortization of $151.3 million, and general and administrative expenses of $121.5 million, partially offset by a decrease of $131.1 million in pre-opening expenses, all mainly related to the opening of Wynn Palace.

Casino expenses increased 61.2%, or $874.9 million, to $2.30 billion for the nine months ended September 30, 2017, from $1.43 billion for the same period of 2016, primarily due to increases of $811.3 million and $65.5 million from Wynn Palace and Wynn Macau, respectively. The increase at Wynn Macau was driven by gaming taxes, which increased commensurate with the 6.4% increase in casino revenues, partially offset by a decrease in the cost of providing complimentaries.

Room expenses increased 15.9%, or $18.5 million, to $134.4 million for the nine months ended September 30, 2017, from $115.9 million for the same period of 2016. The increase was primarily due to increases of $8.8 million and $9.5 million from our Las Vegas Operations and Wynn Palace, respectively, mainly attributable to expenses associated with the increase in occupancy and an increase in labor costs.

Food and beverage expenses increased 10.0%, or $29.4 million, to $323.8 million for the nine months ended September 30, 2017, from $294.5 million for the same period of 2016, primarily due to an increase of $9.0 million from our Las Vegas Operations driven by increased labor costs.

Entertainment, retail and other expenses increased 11.9%, or $13.9 million, to $130.0 million for the nine months ended September 30, 2017, from $116.1 million for the same period of 2016, primarily related to Wynn Palace.

General and administrative expenses increased 31.9%, or $121.5 million, to $502.6 million for the nine months ended September 30, 2017, from $381.2 million for the same period of 2016, primarily related to Wynn Palace.

Provision for doubtful accounts was a benefit of $4.6 million for the nine months ended September 30, 2017, compared to an expense of $0.8 million for the same period of 2016. The change was due to the collection of casino accounts receivable that resulted in the reversal of previously recorded allowance for doubtful accounts.

Pre-opening expenses were $19.4 million for the nine months ended September 30, 2017, compared to $150.5 million for the same period of 2016. During the nine months ended September 30, 2017, we incurred pre-opening expenses of $18.5 million related to Wynn Boston Harbor and $0.9 million related to our Las Vegas Operations. During the nine months ended September 30, 2016, we incurred pre-opening costs of $131.1 million related to Wynn Palace, $17.2 million related to Wynn Boston Harbor and $2.2 million at our Las Vegas Operations.

Depreciation and amortization increased 57.3%, or $151.3 million, to $415.5 million for the nine months ended September 30, 2017, from $264.2 million for the same period of 2016. The increase was primarily due to the opening of Wynn Palace with the associated building and furniture, fixtures and equipment being placed in service.



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Property charges and other was $38.5 million for the nine months ended September 30, 2017, compared to $31.4 million for the same period of 2016. During the nine months ended September 30, 2017, property charges and other included $19.1 million in estimated costs primarily related to property damage caused by a typhoon that impacted Macau during the third quarter of 2017 and charges incurred from our Las Vegas Operations related to miscellaneous renovations and abandonments. During the nine months ended September 30, 2016, our Las Vegas Operations incurred a $15.3 million exit fee for the right to leave the public electric utility and $9.0 million in asset abandonment charges associated with the current construction of additional retail space. The majority of the remaining expenses for the nine months ended September 30, 2016 were due to losses from the sale of assets and asset abandonment charges at Wynn Macau and our Las Vegas Operations.

~~Interest expense, net of amounts capitalized~~

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

Nine Months Ended September 30,
2017 2016 Percent Change
Interest expense
Interest cost, including amortization of deferred financing costs and original issue discount and premium $ 303,509
$ 286,126
6.1
Capitalized interest (11,634 ) (92,428 ) (87.4 )
$ 291,875
$ 193,698
50.7

Weighted average total debt balance 10,047,355
9,515,177

Weighted average interest rate 4.02 % 4.00 %

Interest cost increased $17.4 million for the nine months ended September 30, 2017, compared to the same period of 2016, primarily due to an increase in our weighted average total debt balance from borrowings under the Wynn America credit facilities. Capitalized interest decreased $80.8 million for the nine months ended September 30, 2017, compared to the same period of 2016, primarily due to the completion of Wynn Palace construction activities in August 2016 and a $25.6 million out-of-period adjustment recorded in the first quarter of 2016. During the first quarter of 2016, we corrected immaterial amounts of additional interest that should have been capitalized instead of being expensed during the years ended December 31, 2015 and 2014.

~~Other non-operating income and expenses~~

We incurred losses of $70.0 million and $19.2 million for the nine months ended September 30, 2017 and 2016, respectively, from the change in the fair value of the Redemption Note. The change in fair value is a result of changes in certain variables used to calculate the estimated fair value. For further information on the fair value of the Redemption Note, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 2 "Summary of Significant Accounting Policies."

Interest income was $22.0 million for the nine months ended September 30, 2017, compared to $9.9 million for the same period of 2016. During 2017 and 2016, our short-term investment strategy has been to preserve capital while retaining sufficient liquidity. The majority of our short-term investment amounts were in time deposits, fixed deposits and money market accounts with a maturity of three months or less.

We incurred losses on the extinguishment of debt of $43.1 million for the nine months ended September 30, 2017. During the nine months ended September 30, 2017, we completed a cash tender offer and subsequent redemption of our 5 3/8% First Mortgage Notes due 2022 (the "2022 Notes") and issued our 5 1/4% Senior Notes due 2027 (the "2027 WLV Notes"). We also completed a cash tender offer for our 2021 Notes and issued our WML Notes. In connection with each of these transactions, we recorded a loss on extinguishment of debt of $20.8 million for a total of $41.6 million. Finally, in connection with an amendment of our Wynn America credit facilities, we recorded a loss on extinguishment of debt of $1.5 million. We incurred no losses from the extinguishment of debt for the same period of 2016.

We incurred losses of $19.8 million and $1.0 million for the nine months ended September 30, 2017 and 2016, respectively, from foreign currency remeasurements. The losses were primarily due to the impact of the exchange rate



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~~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.~~

~~Income taxes~~

~~We recorded income tax expense of~~ ~~$5.0 million~~ ~~and $1.1 million for the nine months ended~~ ~~September 30, 2017~~ ~~and 2016, respectively. These amounts are primarily related to changes in the domestic valuation allowance for FTCs.~~

~~Net income attributable to noncontrolling interests~~

Net income attributable to noncontrolling interests was $89.8 million for the nine months ended September 30, 2017, compared to $47.7 million for the same period of 2016. These amounts were primarily related to the noncontrolling interests' share of net income from WML.

~~Adjusted Property EBITDA~~

We use Adjusted Property EBITDA to manage the operating results of our segments. Adjusted Property EBITDA is net income (loss) before interest, taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, loss on extinguishment of debt, change in interest rate swap fair value, change in Redemption Note fair value and other non-operating income and expenses, and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because we believe that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. We use Adjusted Property EBITDA as a measure of the operating performance of our segments and to compare the operating performance of our properties with those of our competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDA because it is used by some investors as a way to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles ("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 EBITDA 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 EBITDA 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 measures of net income, Adjusted Property EBITDA 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, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

The following table summarizes Adjusted Property EBITDA (in thousands) for our Macau and Las Vegas Operations as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 15 "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net income attributable to Wynn Resorts, Limited.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Wynn Macau $ 183,219
$ 151,009
$ 574,723
$ 532,643
Wynn Palace $ 138,228
$ 25,547
$ 337,487
$ 25,547
Las Vegas Operations $ 151,509
$ 128,879
$ 418,296
$ 360,193

Adjusted Property EBITDA at Wynn Macau increased 21.3% and 7.9% for the three and nine months ended September 30, 2017, respectively, compared to the same period of 2016, primarily due to improved VIP operations driven by year-over-year increases in VIP turnover.



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Adjusted Property EBITDA at Wynn Palace was $138.2 million and $337.5 million for the three and nine months ended September 30, 2017, respectively, compared to $25.5 million for the three and nine months ended September 30, 2016. Although the ramp up of Wynn Palace continues to be impacted by construction surrounding the property, we experienced business volume increases in both VIP and mass market operations when compared to the three months ended June 30, 2017 and March 31, 2017. VIP turnover increased 18.0% and 24.0% for the three months ended September 30, 2017, compared to the three months ended June 30, 2017 and March 31, 2017, respectively. Table drop increased 18.9% and 12.5% for the three months ended September 30, 2017, compared to the three months ended June 30, 2017 and March 31, 2017, respectively.

Adjusted Property EBITDA at our Las Vegas Operations increased 17.6% and 16.1% for the three and nine months ended September 30, 2017, respectively, compared to the same period of 2016. The increases in Adjusted Property EBITDA were primarily due to improved casino operations and food and beverage operations.

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

~~Liquidity and Capital Resources~~

~~Operating Activities~~

Our operating cash flows primarily consist of our operating income generated by our Macau and Las Vegas Operations (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts, such as receivables, inventories, prepaid expenses and payables. Our table games play both in Macau and Las Vegas is a mix of cash and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of premium international customers that gamble on credit. The ability to collect these gaming receivables may impact our operating cash flows for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted primarily on a cash basis or as a trade receivable. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable.

~~Net cash provided by operations for the nine months ended~~ ~~September 30, 2017~~ was $1.28 billion, compared to $680.8 million for the same period of 2016. The increase was primarily due to the operations of Wynn Palace, which generated $311.9 million of additional Adjusted Property EBITDA, and a $196.0 million increase in customer deposits received.

~~Investing Activities~~

~~Net cash used in investing activities for the nine months ended~~ ~~September 30, 2017~~ ~~was $663.2 million, compared to~~ ~~$1.02 billion~~ for the same period of 2016 and was primarily attributable to capital expenditures, net of construction payables and retention. Capital expenditures, net of construction payables and retention, of $650.3 million for the nine months ended September 30, 2017, were primarily for Wynn Boston Harbor and capital expenditures, net of construction payables and retention, of $954.7 million for the nine months ended September 30, 2016, were primarily for Wynn Palace.

~~Financing Activities~~

~~Net cash used in financing activities for the nine months ended~~ ~~September 30, 2017~~ was $128.0 million, compared to $234.4 million for the same the period of 2016. During the nine months ended September 30, 2017, we used cash of $2.42 billion for the repayment of long-term debt and $270.1 million for the payment of dividends. Our repayments consisted of $946.4 million to redeem our 2021 Notes and $900.0 million to redeem our 2022 Notes, $380.3 million for repayment of borrowings under our Wynn Macau credit facilities and $189.6 million for repayment of borrowings under our WML Finance Credit Facility (defined below). These uses of cash were partially offset by proceeds of $1.35 billion from the issuance of the WML Notes and $900.0 million from the issuance of our 2027 WLV Notes, $180.0 million in proceeds from borrowings under our Wynn Macau Credit Facilities and $189.9 million of cash released from restriction as collateral associated with our WML Finance Credit Facility. During the nine months ended September 30, 2016, we used cash of $263.7 million for the payment of dividends, $240.4 million for the repayment of borrowings under our Wynn Macau credit facilities and $200.8 million was restricted as collateral associated with our WML Finance revolving credit facility. These uses were partially offset by $505.5 million of proceeds provided from borrowings under our credit facilities.



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~~Capital Resources~~

As of September 30, 2017, we had $2.94 billion of cash and cash equivalents and $320.2 million of available-for-sale investments in domestic and foreign debt securities and commercial paper. Cash and cash equivalents include cash on hand, cash in bank and fixed deposits, investments in money market funds, domestic and foreign bank time deposits and commercial paper, all with original maturities of less than 90 days. Of these amounts, WML and its subsidiaries (of which we own approximately 72%) held $755.2 million in cash. If our portion of this cash was repatriated to the U.S. on ~~September 30, 2017~~, it would be subject to minimal U.S. taxes in the year of repatriation. Wynn America, LLC and Wynn Las Vegas, LLC held cash balances of $323.4 million and $231.7 million, respectively. Wynn Resorts, Limited (including its subsidiaries other than WML, Wynn America, LLC and Wynn Las Vegas, LLC), which is not a guarantor of the debt of its subsidiaries, held $1.63 billion of cash and cash equivalents and $320.2 million of available-for-sale investments.

The Wynn Macau credit facilities consist of a $2.30 billion equivalent fully funded senior secured term loan facility and a $750 million equivalent senior secured revolving credit facility (the "Wynn Macau Credit Facilities"). Borrowings under the Wynn Macau Credit Facilities consist of both United States dollar and Hong Kong dollar tranches and were used to refinance Wynn Resorts (Macau) S.A.'s ("Wynn Macau SA") existing indebtedness and fund the construction and development of Wynn Palace and will be used for general corporate purposes. As of September 30, 2017, we had $608.6 million of available borrowing capacity under the senior secured revolving credit facility.

The Wynn America credit facilities consist of a $875 million fully funded senior secured term loan facility ("WA Senior Term Loan Facility I"), a $125 million fully funded senior term loan facility (the "WA Senior Term Loan Facility II") and a $375 million senior secured revolving credit facility ("WA Senior Revolving Credit Facility", collectively, the "Wynn America Credit Facilities"). Borrowings under the Wynn America Credit Facilities have been and will be used to fund the development, construction and pre-opening expenses of Wynn Boston Harbor and for general corporate purposes. As of September 30, 2017, we had available borrowing capacity of $358.0 million, net of $17.0 million in outstanding letters of credit, under the WA Senior Revolving Credit Facility.

On April 24, 2017, we amended the Wynn America Credit Facilities to, among other things, extend the maturity of portions of the credit facilities. Pursuant to the amendment, (i) the maturity date with respect to $805.4 million in aggregate principal amount of the WA Senior Term Loan Facility I was extended from November 2020 to December 2021, with repayment in quarterly installments of $20.1 million commencing in March 2020 and a final installment of $664.5 million in December 2021; (ii) the maturity date of the $125.0 million in aggregate principal amount of the WA Senior Term Loan Facility II was extended from November 2020 to December 2021, with no required scheduled repayments until maturity in December 2021; (iii) the maturity date with respect to $333.0 million in aggregate principal amount of the WA Senior Revolving Credit Facility was extended from November 2019 to December 2021.

The WML Finance I, Limited credit facility consists of a HK$3.87 billion (approximately $495.5 million) cash-collateralized revolving credit facility ("WML Finance Credit Facility"). Borrowings under the WML Finance Credit Facility are in Hong Kong dollars and are used for working capital requirements and general corporate purposes. As of September 30, 2017, we had no borrowings under the WML Finance Credit Facility.

In September 2017, WML completed a cash tender offer for a portion of the $1.35 billion 2021 Notes. In October 2017, WML used $403.6 million to redeem the remaining principal amount of the untendered 2021 Notes. In connection with this transaction, we issued $1.35 billion in aggregate of senior notes, consisting of $600 million principal amount of 2024 WML Notes and $750 million principal amount of 2027 WML Notes, and used the net proceeds to fund the majority of the cost of extinguishing the 2021 Notes.

During the second quarter of 2017, we completed a cash tender offer and subsequent redemption of the $900 million 2022 Notes. In connection with this transaction, we issued $900 million 2027 WLV Notes and used the net proceeds to fund the majority of the cost of extinguishing the 2022 Notes.

~~The issuance of the 2024 WML Notes, 2027 WML Notes and 2027 WLV Notes extended our scheduled maturities of long-term debt.~~

We expect that our future cash needs will relate primarily to operations, funding of development projects and enhancements to our operating resorts, debt service and retirement and general corporate purposes. We expect to meet our cash needs including our contractual obligations with future anticipated cash flow from operations, availability under our bank credit facilities and our existing cash balances.



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~~Off-Balance Sheet Arrangements~~

We have not entered into any transactions with special purpose entities nor do we engage in any derivatives, except for interest rate swaps and foreign currency forward contracts. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. As of September 30, 2017, we had outstanding letters of credit totaling $17.0 million.

~~Contractual Obligations and Commitments~~

During the nine months ended September 30, 2017, 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, 2016, other than the increase of $1.32 billion to our future construction contracts and commitments based on the agreement entered into by Wynn MA, LLC on April 28, 2017 concerning the construction of Wynn Boston Harbor. We expect to open Wynn Boston Harbor in mid-2019. For further information on the agreement, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 14 "Commitments and Contingencies."

~~Other Factors Affecting Liquidity~~

Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is highly dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn America, LLC and Wynn Macau SA debt instruments contain customary negative covenants and financial covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any direct or indirect subsidiaries.

Wynn Las Vegas, LLC intends to fund its operations and capital requirements from cash on hand and operating cash flows. We cannot assure you however, that our Las Vegas Operations will generate sufficient cash flows from operations or the availability of additional indebtedness will be sufficient to enable us to service and repay Wynn Las Vegas, LLC's indebtedness and to fund its other liquidity needs. Similarly, we expect that our Macau Operations will fund Wynn Macau SA and WML's debt service obligations with existing cash, operating cash flows and availability under the Wynn Macau Credit Facilities. However, we cannot assure you that operating cash flows will be sufficient to do so. We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 14 "Commitments and Contingencies."

The Company's Board of Directors has authorized an equity repurchase program. 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 Exchange Act. As of September 30, 2017, we had $1.0 billion in repurchase authority under the program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development would require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas or Macau-related entities.

~~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, 2016. There have been no significant changes to these policies for the nine months ended September 30, 2017.



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~~Recently Issued and Adopted Accounting Standards~~

~~See related disclosure at Item 1—"Notes to Condensed Consolidated Financial Statements," Note 2 "Summary of Significant Accounting Policies."~~

~~Special Note Regarding~~ Forward-Looking Statements

We make forward-looking statements in this Quarterly Report on Form 10-Q based upon the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include, but are not limited to, information about our business strategy, development activities, competition and possible or assumed future results of operations, throughout this report and are often preceded by, followed by or include the words "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or similar expressions.

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, ~~2016~~2022 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

~~our dependence on Stephen A. Wynn;~~

~~general global political and economic conditions, in the U.S. and China, which may impact levels of travel, leisure and consumer spending;~~

~~restrictions or conditions on visitation by citizens of mainland China to Macau;~~

•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;

~~doing~~•extensive regulation of our business ~~in foreign locations such as Macau;~~and the cost of compliance or failure to comply with applicable laws and regulations;

•pending or future investigations, litigation and other disputes;

•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 ~~customer relationships~~gaming licenses and ~~collect~~concessions and ~~enforce~~comply with applicable gaming ~~receivables;~~law;

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

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

•our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries' ability to pay us dividends and distributions;

•competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;

factors affecting the development and success of new gaming and resort properties (including limited labor resources, government labor and gaming policies and transportation infrastructure in Macau; and cost increases, environmental regulation, and our ability to secure necessary permits and approvals in Everett, Massachusetts);

construction risks (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems; shortages of materials or skilled labor; environment, health and safety issues; and unanticipated cost increases);

~~legalization of gaming in other jurisdictions;~~

~~extensive regulation of our business (including the Chinese government's ongoing anti-corruption campaign) and the cost of compliance or failure to comply with applicable laws and regulations;~~

~~pending or future legal proceedings, regulatory or enforcement actions or probity investigations;~~

•our ability to maintain our customer relationships and collect and enforce gaming ~~licenses~~receivables;

•win rates for our gaming operations;

•construction and ~~concessions;~~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;

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

•adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities;

•changes in and compliance with the gaming laws or ~~regulations;~~regulations in the various jurisdictions in which we operate;

•changes in ~~federal, foreign, or state~~ tax laws or ~~the administration of such laws;~~

~~potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;~~

regulations related to taxation, including changes in the ~~valuation~~rates of ~~the promissory note we issued in connection with the redemption~~taxation;

•our collection and use of ~~Mr. Okada's shares;~~

~~continued~~personal data and our level of compliance with ~~all provisions in~~applicable governmental regulations, credit card industry standards and other applicable data security standards;

•cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors;

•our ability to protect our intellectual property rights;

•labor actions and other labor problems;

•our current and future insurance coverage levels;

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•risks specifically associated with our Macau Operations;

•the level of our indebtedness and our ability to meet our debt ~~agreements;~~

~~conditions precedent to funding under our credit facilities;~~

~~leverage and debt~~ service obligations (including sensitivity to fluctuations in interest rates); and

~~cybersecurity risk including misappropriation of customer information or other breaches of information security;~~•continued compliance with the covenants in our debt agreements

~~our ability to protect our intellectual property rights; and~~

~~our current and future insurance coverage levels.~~



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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. 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. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. 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"). 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 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.

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. These key operating measures are defined below:

•Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.

•Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.

•Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.

•Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives within our Macau Operations' VIP program.

•Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.

•Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.

•Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. 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. Poker tables are not included in our measure of average number of table games.

•Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied.

•Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available.

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•Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

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. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. 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 Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 18% to 22%.

Results of Operations

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 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	(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 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.

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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 September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues
Macau Operations:
Wynn Palace	$	524,773	$	75,248	$	449,525	597.4
Wynn Macau	295,016		40,368		254,648		630.8
Total Macau Operations	819,789		115,616		704,173		609.1
Las Vegas Operations	618,966		544,389		74,577		13.7
Encore Boston Harbor	210,403		211,783		(1,380)		(0.7)
Wynn Interactive	22,778		17,934		4,844		27.0
	$	1,671,936	$	889,722	$	782,214	87.9

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


	Three Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues
Casino revenues	$	972,453	$	359,876	$	612,577	170.2
Non-casino revenues:
Rooms	289,338		197,212		92,126		46.7
Food and beverage	267,432		224,730		42,702		19.0
Entertainment, retail and other	142,713		107,904		34,809		32.3
Total non-casino revenues	699,483		529,846		169,637		32.0
	$	1,671,936	$	889,722	$	782,214	87.9

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

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):

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	Three Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues	$	418,043		$	45,361		$	372,682	821.6
VIP:
Average number of table games	58			49			9		18.4
VIP turnover	$	2,866,469		$	283,744		$	2,582,725	910.2
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
Mass market:
Average number of table games	244			212			32		15.1
Table drop	$	1,725,845		$	197,066		$	1,528,779	775.8
Table games win	$	402,285		$	42,449		$	359,836	847.7
Table games win %	23.3		%	21.5		%	1.8
Table games win per unit per day	$	17,913		$	2,501		$	15,412	616.2
Average number of slot machines	563			607			(44)		(7.2)
Slot machine handle	$	634,121		$	121,522		$	512,599	421.8
Slot machine win	$	22,228		$	5,418		$	16,810	310.3
Slot machine win per unit per day	$	429		$	112		$	317	283.0
Wynn Macau:
Total casino revenues	$	230,294		$	22,832		$	207,462	908.6
VIP:
Average number of table games	36			39			(3)		(7.7)
VIP turnover	$	1,192,610		$	152,872		$	1,039,738	680.1
VIP table games win	$	41,995		$	2,389		$	39,606	1,657.8
VIP win as a % of turnover	3.52		%	1.56		%	1.96
Table games win per unit per day	$	12,638		$	771		$	11,867	1,539.2
Mass market:
Average number of table games	217			230			(13)		(5.7)
Table drop	$	1,384,258		$	167,539		$	1,216,719	726.2
Table games win	$	228,323		$	22,232		$	206,091	927.0
Table games win %	16.5		%	13.3		%	3.2
Table games win per unit per day	$	11,423		$	1,211		$	10,212	843.3
Average number of slot machines	500			641			(141)		(22.0)
Slot machine handle	$	570,122		$	193,680		$	376,442	194.4
Slot machine win	$	16,143		$	6,961		$	9,182	131.9
Slot machine win per unit per day	$	351		$	136		$	215	158.1
Poker rake	$	4,494		$	74		$	4,420	NM

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	Three Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Las Vegas Operations:
Total casino revenues	$	168,130		$	134,314		$	33,816	25.2
Average number of table games	234			237			(3)		(1.3)
Table drop	$	607,610		$	570,419		$	37,191	6.5
Table games win	$	157,873		$	118,263		$	39,610	33.5
Table games win %	26.0		%	20.7		%	5.3
Table games win per unit per day	$	7,340		$	5,420		$	1,920	35.4
Average number of slot machines	1,631			1,693			(62)		(3.7)
Slot machine handle	$	1,638,274		$	1,522,512		$	115,762	7.6
Slot machine win	$	115,738		$	107,575		$	8,163	7.6
Slot machine win per unit per day	$	771		$	691		$	80	11.6
Poker rake	$	5,669		$	3,848		$	1,821	47.3
Encore Boston Harbor:
Total casino revenues	$	155,986		$	157,369		$	(1,383)	(0.9)
Average number of table games	191			188			3		1.6
Table drop	$	343,686		$	364,844		$	(21,158)	(5.8)
Table games win	$	71,555		$	76,970		$	(5,415)	(7.0)
Table games win %	20.8		%	21.1		%	(0.3)
Table games win per unit per day	$	4,079		$	4,448		$	(369)	(8.3)
Average number of slot machines	2,561			2,706			(145)		(5.4)
Slot machine handle	$	1,336,724		$	1,288,250		$	48,474	3.8
Slot machine win	$	105,330		$	104,122		$	1,208	1.2
Slot machine win per unit per day	$	447		$	418		$	29	6.9
Poker rake	$	5,224		$	2,554		$	2,670	104.5

NM - Not meaningful.

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Non-casino revenues

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


	Three Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)	$	54,309		$	6,974		$	47,335	678.7
Occupancy	96.9		%	28.1		%	68.8
ADR	$	342		$	145		$	197	135.9
REVPAR	$	331		$	41		$	290	707.3
Wynn Macau:
Total room revenues (dollars in thousands)	$	31,673		$	4,395		$	27,278	620.7
Occupancy	98.7		%	31.4		%	67.3
ADR	$	327		$	137		$	190	138.7
REVPAR	$	323		$	43		$	280	651.2
Las Vegas Operations:
Total room revenues (dollars in thousands)	$	178,518		$	162,125		$	16,393	10.1
Occupancy	90.0		%	88.8		%	1.2
ADR	$	463		$	426		$	37	8.7
REVPAR	$	417		$	378		$	39	10.3
Encore Boston Harbor:
Total room revenues (dollars in thousands)	$	24,838		$	23,718		$	1,120	4.7
Occupancy	96.0		%	97.0		%	(1.0)
ADR	$	421		$	398		$	23	5.8
REVPAR	$	405		$	386		$	19	4.9

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.

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Operating expenses

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


	Three Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	577,733	$	239,901	$	337,832	140.8
Rooms	77,790		67,689		10,101		14.9
Food and beverage	220,835		185,388		35,447		19.1
Entertainment, retail and other	82,554		72,964		9,590		13.1
General and administrative	268,445		201,275		67,170		33.4
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)
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

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. These increases resulted from higher operating costs, including $197.9 million and $109.1 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.

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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.

Income taxes

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.

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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.

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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:
Wynn Palace:
Total casino revenues	$	1,054,007		$	186,968		$	867,039	463.7
VIP:
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
Mass market:
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
Wynn Macau:
Total casino revenues	$	649,627		$	165,221		$	484,406	293.2
VIP:
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
Mass market:
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

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	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.

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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:
Wynn Palace:
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
Wynn Macau:
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.

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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,

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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 $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. 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.

Income taxes

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.

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.

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Segment Information

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, 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. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. 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 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. 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
Las Vegas Operations	219,740		195,760		23,980		12.2	675,458		581,844		93,614		16.1
Encore Boston Harbor	60,498		61,136		(638)		(1.0)	193,016		180,132		12,884		7.2
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.

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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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Liquidity and Capital Resources

Our cash flows were as follows (in thousands):


	Nine Months Ended September 30,
Cash Flows - Summary	2023		2022
Cash flows from operating activities	$	806,550	$	(153,038)

Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(329,428)		(273,251)
Purchase of investments	(786,519)		—
Purchase of intangible and other assets	(62,921)		(10,919)
Proceeds from sale of assets and other	490		485
Net cash used in investing activities	(1,178,378)		(283,685)

Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,200,000		211,435
Repayments of long-term debt	(1,522,812)		(37,500)
Repurchase of common stock	(71,019)		(178,624)
Proceeds from exercise of stock options	1,965		—
Proceeds from issuance of subsidiary common stock	—		2,895
Proceeds from sale of noncontrolling interest in subsidiary	—		50,033
Distribution to noncontrolling interest	(15,929)		(21,505)
Dividends paid	(56,720)		(1,316)
Finance lease payments	(14,407)		(12,812)
Payments for financing costs	(41,160)		(3,165)
Other	(7,773)		—
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)
Decrease in cash, cash equivalents and restricted cash	$	(903,404)	$	(428,401)

Operating Activities

Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of premium customers who gamble on credit. The ability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted on a cash and credit basis. 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.

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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.

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):


	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	—		600,000
WLV 4 1/4% Senior Notes, due 2023	—		500,000
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 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.

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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):


	Total Cash and Cash Equivalents		Investments (1)		Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries	$	1,199,881	$	646,187	$	—
Wynn Resorts Finance, LLC (2)	651,544		—		736,985
Wynn Resorts, Limited and other	936,683		145,489		—
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.

Wynn Macau, Limited and subsidiaries. WML generates cash from our Macau Operations. 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.

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Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and capital contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. 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. 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.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. 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.

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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

We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.

In April 2016, our Board of Directors has 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.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any shares and/or notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

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.

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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 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.

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

See related disclosure in Note 2, "Basis of Presentation and Significant Accounting Policies" of Part I in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Interest Rate Risks

One of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, supplemented by hedging activities as believed by us to be appropriate. We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of operations.

~~Interest Rate Swap Information~~

We have in the past entered into floating-for-fixed interest rate swap arrangements relating to certain of our floating-rate debt facilities. We measured the fair value of our interest rate swaps on a recurring basis. Changes in the fair values of our interest rate swaps for each reporting period were recognized as a change in interest rate swap fair value in our Condensed Consolidated Statements of Operations, as the swaps did not qualify for hedge accounting.

We had three interest rate swap agreements intended to hedge a portion of the underlying interest rate risk on borrowings under our Wynn Macau Credit Facilities. These interest rate swap agreements matured in July 2017.

Interest Rate Sensitivity

As of September 30, ~~2017,~~2023, approximately ~~66.5%~~25% of our long-term debt was based on ~~fixed~~variable rates. Based on our outstanding borrowings as of September 30, ~~2017,~~2023, an assumed 100 basis point ~~change~~increase and decrease in the applicable variable rates would ~~cause~~have caused our annual interest ~~cost~~expense to change by ~~$34.4~~$23.1 million.

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, the Company entered into an interest rate collar with a notional value of $615.0 million. The interest rate collar establishes a range whereby the Company will pay the counterparty if one-month LIBOR falls below the established floor rate of 1.00%, and the counterparty will pay the Company if one-month LIBOR exceeds the ceiling rate of 3.75%, and as of the July 3, 2023 effective date of the Retail Term Loan Amendment, the Company pays the counterparty if one-month SOFR falls below the established floor rate of 1.00%, and the counterparty will pay the Company if one-month SOFR exceeds the ceiling rate of 3.67%.

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Foreign Currency Risks

The currency delineated in Wynn Macau's concession agreement with the government of Macau is the Macau pataca. The Macau pataca, which is not a freely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkages of the Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among other things, changes in Chinese governmental policies and international economic and political developments.

If the Hong Kong dollar and the Macau pataca are not linked to the U.S. dollar in the future, severe fluctuations in the exchange rate for these currencies may result. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the same level.

We manage exposure to foreign currency risks associated with certain of our future scheduled interest payments through the use of foreign currency forward contracts. These contracts involve the exchange of one currency for a second currency at a future date and are with a counter-party, which is a major international financial institution.

We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau ~~patacas. For any~~patacas; however, a significant portion of the debt issued by WML is denominated in U.S. ~~dollar-denominated debt or other obligations incurred by our Macau-related entities, fluctuations~~dollars. Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong dollar in relation to the U.S. dollar could have materially adverse effects on our results, ~~of operations,~~ financial condition and ability to service debt. Based on our balances as of September 30, ~~2017,~~2023, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of ~~$27.2~~$45.5 million.



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Item 4. Controls and Procedures

~~(a)~~ Disclosure Controls and Procedures.

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the "Exchange Act"))~~Act) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company's ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer~~CFO have concluded that, as of the ~~end of such~~ period covered by this report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or ~~submits~~furnishes under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or ~~submits~~furnishes under the Exchange Act is accumulated and communicated to the Company's management, including the Company's ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer,~~CFO, as appropriate to allow timely decisions regarding required disclosure.

~~(b)~~ Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigation inherently involves significant costs. For information regarding the Company's legal proceedings see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 1416, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

~~CCAC Information Request~~

In July 2014, Wynn Resorts (Macau) S.A. ("Wynn Macau SA"), an indirect subsidiary of Wynn Macau, Limited, was contacted by the Commission Against Corruption of Macau ("CCAC") requesting certain information related to its land in the Cotai area of Macau. Wynn Macau SA has cooperated with CCAC's request.

Item 1A. Risk Factors

A description of our risk factors can be found in Item 1A, Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. There were no material changes to those risk factors during the nine months ended September 30, ~~2017.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

~~During~~The following table summarizes the ~~third quarter~~share repurchases made by the Company during the three months ended September 30, 2023:


Period	Total Number of Shares Purchased (1) (2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
July 1, 2023 to July 31, 2023	982	$	106.98	—	$	628,841
August 1, 2023 to August 31, 2023	23,871	$	103.81	—	$	628,841
September 1, 2023 to September 30, 2023	598,564	$	94.13	596,948	$	572,663

(1) Shares purchased in July 2023, August 2023, and September 2023 include 982, 23,871, and 1,616 shares, respectively, purchased in satisfaction of ~~2017, we had no repurchases~~employee tax withholding obligations on vested restricted stock relating to our stock incentive plans. Refer to Note 12 to our Consolidated Financial Statements included in our 2022 Form 10-K for additional details on our stock incentive plans.

(2) On April 20, 2016, the Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common ~~stock.~~stock, with no expiration. Under the program, repurchases may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions. The Company is not obligated to make any repurchases, and the repurchase program may be discontinued at any time. Any shares acquired are held as treasury shares and available for general corporate purposes.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures



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Not applicable.

Item 5. Other Information

~~None.~~Insider Trading Arrangements

On June 2, 2023, Craig S. Billings, Director and Chief Executive Officer, Wynn Resorts, Limited, adopted a trading plan intended to satisfy the affirmative defense conditions under Rule 10b5-1(c) under the Exchange Act. The plan covers the exercise of up to 10,902 employee stock options and the sale of shares of common stock acquired upon exercise of such options, as well as the sale of up to 8,333 shares of the Company's common stock at an established limit price. The plan expires on the earlier of the date all the shares under the plan are sold and August 9, 2024.

Except as disclosed above, none of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended September 30, 2023.

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Item 6. Exhibits

(a)Exhibits


~~(a)~~	~~Exhibits~~

~~EXHIBIT INDEX~~



Exhibit No.		Description
3.1		Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
3.2		~~Eighth~~Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K filed by the Registrant on ~~November 6, 2015.~~February 28, 2020.)
*~~10.1~~31.1		Joinder Agreement, dated as of August 9, 2017, by Wynn Las Vegas, LLC and Wynn Sunrise, LLC as guarantors, to the Credit Agreement, dated as of November 14, 2014, by and among Wynn America, LLC, as borrower, the Guarantors named therein, Deutsche Bank AG New York Branch, as administrative agent on behalf of the several banks and other financial institutions or entities from time to time.
*10.2	Joinder Agreement, dated as of August 9, 2017, by Wynn Las Vegas, LLC and Wynn Sunrise, LLC, as pledgors, and Deutsche Bank AG New York Branch, as collateral agent, to the Security Agreement, dated as of November 20, 2014.
*10.3	~~Indenture, dated September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2024.~~
*10.4	~~Indenture, dated September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2027.~~
*31.1	Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*31.2		Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*32		Certification of CEO and CFO Pursuant to 18 U.S.C. Section ~~1350.~~1350 (furnished herewith).
*101		The following ~~financial information~~material from ~~the Company's~~Wynn Resorts, Limited's Quarterly Report on Form 10-Q, ~~for the quarter ended September 30, 2017, filed with the SEC on November 8, 2017~~ formatted in Inline XBRL (Inline Extensible Business Reporting ~~Language (XBRL)~~Language): (i) the Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2023 and December 31, ~~2016,~~2022; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022; (iv) the Condensed Consolidated ~~Statement~~Statements of Stockholders' ~~Equity as of~~Deficit for the three and nine months ended September 30, ~~2017,~~2023 and 2022; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022; and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104		Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

Wynn Resorts, Limited agrees to furnish to the U.S. Securities and Exchange Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the ~~company.~~

Company.

* Filed herewith.


*	~~Filed herewith.~~

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WYNN RESORTS, LIMITED

Dated: November 9, 2023

By:

/s/ Julie Cameron-Doe

Julie Cameron-Doe

Chief Financial Officer

(Principal Financial and Accounting Officer)

~~WYNN RESORTS, LIMITED~~

~~Dated: November 8, 2017~~

~~By:~~

~~/s/ Craig S. Billings~~

~~Craig S. Billings~~

~~Chief Financial Officer and Treasurer~~

~~(Principal Financial and Accounting Officer)~~



	54



	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,935,985		$	2,453,122
Investment securities	156,866			173,437
Receivables, net	224,132			218,968
Inventories	82,897			91,541
Prepaid expenses and other	156,672			53,299
Total current assets	3,556,552			2,990,367
Property and equipment, net	8,386,843			8,259,631
Restricted cash	2,715			192,823
Investment securities	163,368			128,023
Intangible assets, net	124,301			113,588
Other assets	194,175			269,125
Total assets	$	12,427,954		$	11,953,557
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and construction payables	$	279,416		$	298,505
Current portion of long-term debt	405,339			—
Customer deposits	883,204			599,566
Gaming taxes payable	188,953			162,706
Accrued compensation and benefits	144,798			165,501
Accrued interest	69,651			98,118
Other accrued liabilities	90,697			91,905
Total current liabilities	2,062,058			1,416,301
Long-term debt	9,771,815			10,125,352
Other long-term liabilities	108,590			87,462
Deferred income taxes, net	87,281			66,561
Total liabilities	12,029,744			11,695,676
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding	—			—
Common stock, par value $0.01; 400,000,000 shares authorized; 116,113,032 and 115,036,945 shares issued; 102,782,543 and 101,799,471 shares outstanding, respectively	1,161			1,150
Treasury stock, at cost; 13,330,489 and 13,237,474 shares, respectively	(1,175,186		)	(1,166,697		)
Additional paid-in capital	1,308,960			1,226,915
Accumulated other comprehensive income (loss)	(673		)	1,484
Retained earnings	194,814			95,097
Total Wynn Resorts, Limited stockholders' equity	329,076			157,949
Noncontrolling interests	69,134			99,932
Total stockholders' equity	398,210			257,881
Total liabilities and stockholders' equity	$	12,427,954		$	11,953,557



			Fair Value Measurements Using:
	September 30, 2017		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	334,086	$	493	$	333,593	—
Available-for-sale securities	$	320,234	—		$	320,234	—
Restricted cash	$	2,715	—		$	2,715	—

Liabilities:
Redemption Note	$	1,889,341	—		$	1,889,341	—

			Fair Value Measurements Using:
	December 31, 2016		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,106,606	$	3,868	$	1,102,738	—
Available-for-sale securities	$	301,460	—		$	301,460	—
Restricted cash	$	192,823	—		$	192,823	—
Interest rate swaps	$	1,056	—		$	1,056	—

Liabilities:
Redemption Note	$	1,819,359	—		$	1,819,359	—



	Foreign currency translation			Unrealized loss on investment securities			Accumulated other comprehensive income (loss)
December 31, 2016	$	2,213		$	(729	)	$	1,484
Current period other comprehensive income (loss)	(2,523		)	366			(2,157		)
September 30, 2017	$	(310	)	$	(363	)	$	(673	)



	September 30, 2017									December 31, 2016
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value (net carrying amount)		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value (net carrying amount)
Domestic and foreign corporate bonds	$	304,654	$	33	$	(396	)	$	304,291	$	245,425	$	19	$	(720	)	$	244,724
Commercial paper	11,991		—		—			11,991		56,764		5		(33		)	56,736
U.S. government agency bonds	3,952		—		—			3,952		—		—		—			—
	$	320,597	$	33	$	(396	)	$	320,234	$	302,189	$	24	$	(753	)	$	301,460



	Fair value
Available-for-sale securities
Due in one year or less	$	156,866
Due after one year through two years	140,873
Due after two years through three years	22,495
	$	320,234