UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, ~~2022~~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)


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

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant's telephone number, including area code)

N/A

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


Class						Outstanding at ~~November 1, 2022~~October 31, 2023
Common stock, par value $0.01						~~113,313,591~~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, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	3
	Condensed Consolidated Statements of Operations (unaudited) - Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	4
	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) (unaudited) - Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) - Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	6
	Condensed Consolidated Statements of Cash Flows (unaudited) - Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2528
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4750
Item 4.	Controls and Procedures	4851

Part II.	Other Information
Item 1.	Legal Proceedings	4952
Item 1A.	Risk Factors	4952
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4952
Item 3.	Default Upon Senior Securities	4952
Item 4.	Mine Safety Disclosures	4952
Item 5.	Other Information	4952
Item 6.	Exhibits	5053
Signature		5154

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, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,943,505	$	2,522,530	Cash and cash equivalents	$	2,788,108	$	3,650,440
Restricted cash	Restricted cash	5,036		4,896		Restricted cash	983		4,819
Accounts receivable, net of allowance for credit losses of $81,208 and $111,319		210,032		199,463
Investments						Investments	791,676		—
Accounts receivable, net of allowance for credit losses of $59,618 and $78,842, respectively						Accounts receivable, net of allowance for credit losses of $59,618 and $78,842, respectively	249,367		216,033
Inventories	Inventories	68,310		69,967		Inventories	75,071		70,094
Prepaid expenses and other	Prepaid expenses and other	96,524		79,061		Prepaid expenses and other	125,971		88,201
Total current assets	Total current assets	2,323,407		2,875,917		Total current assets	4,031,176		4,029,587
Property and equipment, net	Property and equipment, net	8,498,814		8,765,308		Property and equipment, net	6,730,797		6,896,060
Restricted cash	Restricted cash	154,125		3,641		Restricted cash	90,495		127,731
Goodwill and intangible assets, net	Goodwill and intangible assets, net	250,901		307,578		Goodwill and intangible assets, net	340,397		245,253
Operating lease assets	Operating lease assets	347,902		371,365		Operating lease assets	1,826,355		1,853,164
Other assets	Other assets	204,196		207,017		Other assets	317,041		263,305
Total assets	Total assets	$	11,779,345	$	12,530,826	Total assets	$	13,336,261	$	13,415,100
LIABILITIES AND STOCKHOLDERS' DEFICIT	LIABILITIES AND STOCKHOLDERS' DEFICIT					LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:	Current liabilities:					Current liabilities:
Accounts and construction payables	Accounts and construction payables	$	139,154	$	170,542	Accounts and construction payables	$	187,898	$	197,474
Customer deposits	Customer deposits	436,198		436,388		Customer deposits	517,145		506,148
Gaming taxes payable	Gaming taxes payable	34,038		73,173		Gaming taxes payable	138,214		44,967
Accrued compensation and benefits	Accrued compensation and benefits	171,383		206,225		Accrued compensation and benefits	187,098		187,160
Accrued interest	Accrued interest	145,268		132,877		Accrued interest	123,897		135,630
Current portion of long-term debt	Current portion of long-term debt	546,078		50,000		Current portion of long-term debt	112,099		547,543
Other accrued liabilities	Other accrued liabilities	162,917		218,675		Other accrued liabilities	247,683		192,501
Total current liabilities	Total current liabilities	1,635,036		1,287,880		Total current liabilities	1,514,034		1,811,423
Long-term debt	Long-term debt	11,570,438		11,884,546		Long-term debt	11,678,732		11,569,316
Long-term operating lease liabilities	Long-term operating lease liabilities	108,094		115,187		Long-term operating lease liabilities	1,614,953		1,615,157
Other long-term liabilities	Other long-term liabilities	62,740		79,428		Other long-term liabilities	237,591		59,569
Total liabilities	Total liabilities	13,376,308		13,367,041		Total liabilities	15,045,310		15,055,465
Commitments and contingencies (Note 16)	Commitments and contingencies (Note 16)					Commitments and contingencies (Note 16)
Stockholders' deficit:	Stockholders' deficit:					Stockholders' deficit:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding	Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding	—		—		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; 132,127,292 and 131,449,806 shares issued; 113,373,330 and 115,714,943 shares outstanding, respectively		1,321		1,314
Treasury stock, at cost; 18,753,871 and 15,734,863 shares, respectively		(1,614,997)		(1,436,373)
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						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						Treasury stock, at cost; 19,628,872 and 18,886,746 shares, respectively	(1,694,891)		(1,623,872)
Additional paid-in capital	Additional paid-in capital	3,584,357		3,502,715		Additional paid-in capital	3,633,517		3,583,923
Accumulated other comprehensive income		10,388		6,004
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	6,218		(404)
Accumulated deficit	Accumulated deficit	(2,744,222)		(2,288,078)		Accumulated deficit	(2,767,938)		(2,711,808)
Total Wynn Resorts, Limited stockholders' deficit	Total Wynn Resorts, Limited stockholders' deficit	(763,153)		(214,418)		Total Wynn Resorts, Limited stockholders' deficit	(821,764)		(750,838)
Noncontrolling interests	Noncontrolling interests	(833,810)		(621,797)		Noncontrolling interests	(887,285)		(889,527)
Total stockholders' deficit	Total stockholders' deficit	(1,596,963)		(836,215)		Total stockholders' deficit	(1,709,049)		(1,640,365)
Total liabilities and stockholders' deficit	Total liabilities and stockholders' deficit	$	11,779,345	$	12,530,826	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,
		2022		2021		2022		2021			2023		2022		2023		2022
Operating revenues:	Operating revenues:									Operating revenues:
Casino	Casino	$	359,876	$	496,264	$	1,209,323	$	1,615,228	Casino	$	972,453	$	359,876	$	2,652,444	$	1,209,323
Rooms	Rooms	197,212		173,817		568,886		387,772		Rooms	289,338		197,212		838,372		568,886
Food and beverage	Food and beverage	224,730		217,501		628,566		435,152		Food and beverage	267,432		224,730		757,079		628,566
Entertainment, retail and other	Entertainment, retail and other	107,904		107,062		345,113		283,287		Entertainment, retail and other	142,713		107,904		443,542		345,113
Total operating revenues	Total operating revenues	889,722		994,644		2,751,888		2,721,439		Total operating revenues	1,671,936		889,722		4,691,437		2,751,888
Operating expenses:	Operating expenses:									Operating expenses:
Casino	Casino	239,901		315,316		808,044		1,048,897		Casino	577,733		239,901		1,594,761		808,044
Rooms	Rooms	67,689		52,100		191,474		136,187		Rooms	77,790		67,689		224,275		191,474
Food and beverage	Food and beverage	185,388		163,655		517,515		354,709		Food and beverage	220,835		185,388		605,376		517,515
Entertainment, retail and other	Entertainment, retail and other	72,964		156,490		236,853		310,871		Entertainment, retail and other	82,554		72,964		261,035		236,853
General and administrative	General and administrative	201,275		197,350		598,433		574,669		General and administrative	268,445		201,275		785,538		598,433
Provision for credit losses	Provision for credit losses	(8,186)		(347)		(11,331)		7,461		Provision for credit losses	870		(8,186)		(6,314)		(11,331)
Pre-opening	Pre-opening	6,447		1,333		13,396		5,455		Pre-opening	867		6,447		6,822		13,396
Depreciation and amortization	Depreciation and amortization	172,502		177,110		520,026		545,538		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	Property charges and other	4,733		15,301		77,362		26,569		Property charges and other	114,288		4,733		132,265		29,326
Total operating expenses	Total operating expenses	942,713		1,078,308		2,951,772		3,010,356		Total operating expenses	1,609,341		942,713		4,208,991		2,951,772
Operating loss		(52,991)		(83,664)		(199,884)		(288,917)
Operating income (loss)										Operating income (loss)	62,595		(52,991)		482,446		(199,884)
Other income (expense):	Other income (expense):									Other income (expense):
Interest income	Interest income	6,892		507		10,863		2,131		Interest income	46,534		6,892		130,854		10,863
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(165,277)		(150,325)		(472,265)		(453,601)		Interest expense, net of amounts capitalized	(188,571)		(165,277)		(566,554)		(472,265)
Change in derivatives fair value	Change in derivatives fair value	5,839		1,176		14,801		6,557		Change in derivatives fair value	(50,637)		5,839		(3,255)		14,801
Loss on extinguishment of debt		—		(738)		—		(2,060)
Gain (loss) on debt financing transactions										Gain (loss) on debt financing transactions	2,928		—		(12,683)		—
Other	Other	(864)		(11,784)		(26,090)		(17,324)		Other	3,861		(864)		(19,794)		(26,090)
Other income (expense), net	Other income (expense), net	(153,410)		(161,164)		(472,691)		(464,297)		Other income (expense), net	(185,885)		(153,410)		(471,432)		(472,691)
Loss before income taxes		(206,401)		(244,828)		(672,575)		(753,214)
Provision for income taxes		(1,390)		(1,155)		(3,248)		(2,345)
Net loss		(207,791)		(245,983)		(675,823)		(755,559)
Less: net loss attributable to noncontrolling interests		64,899		79,734		219,556		176,963
Net loss attributable to Wynn Resorts, Limited		$	(142,892)	$	(166,249)	$	(456,267)	$	(578,596)
Basic and diluted net loss per common share:
Net loss attributable to Wynn Resorts, Limited:
Income (loss) before income taxes										Income (loss) before income taxes	(123,290)		(206,401)		11,014		(672,575)
Benefit (provision) for income taxes										Benefit (provision) for income taxes	2,749		(1,390)		(2,574)		(3,248)
Net income (loss)										Net income (loss)	(120,541)		(207,791)		8,440		(675,823)
Less: net (income) loss attributable to noncontrolling interests										Less: net (income) loss attributable to noncontrolling interests	3,863		64,899		(7,602)		219,556
Net income (loss) attributable to Wynn Resorts, Limited										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	Basic	$	(1.27)	$	(1.45)	$	(4.00)	$	(5.10)	Basic	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)
Diluted	Diluted	$	(1.27)	$	(1.45)	$	(4.00)	$	(5.10)	Diluted	$	(1.03)	$	(1.27)	$	0.01	$	(4.00)
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	112,709		114,655		114,061		113,420		Basic	112,797		112,709		112,813		114,061
Diluted	Diluted	112,709		114,655		114,061		113,420		Diluted	112,797		112,709		113,132		114,061

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 ~~LOSS~~INCOME (LOSS)

(in thousands)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net loss $ (207,791) $ (245,983) $ (675,823) $ (755,559)
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax 732 (2,863) 6,213 879
Total comprehensive loss (207,059) (248,846) (669,610) (754,680)
Less: comprehensive loss attributable to noncontrolling interests 64,726 80,423 217,727 176,599
Comprehensive loss attributable to Wynn Resorts, Limited $ (142,333) $ (168,423) $ (451,883) $ (578,081)


	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)

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 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)
Subsidiary equity issuance — — — 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)


	For the Three Months Ended September 30, 2023
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total Wynn Resorts, Ltd. stockholders' deficit		Noncontrolling interests		Total stockholders' deficit
Balances, 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	—	—		—		—		—		(116,678)		(116,678)		(3,863)		(120,541)
Currency translation adjustment	—	—		—		—		(1,698)		—		(1,698)		(621)		(2,319)
Issuance of restricted stock	40,099	1		—		(1)		—		—		—		—		—
Cancellation of restricted stock	(2,402)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(623,417)	—		(58,925)		—		—		—		(58,925)		—		(58,925)
Cash dividends declared	—	—		—		—		—		(28,487)		(28,487)		—		(28,487)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(6,984)		(6,984)

Stock-based compensation	—	—		—		14,277		—		—		14,277		1,094		15,371
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, 2021
Common stock
Shares
outstanding Par
value Treasury
stock Additional
paid-in
capital Accumulated
other
comprehensive
income Accumulated deficit Total Wynn Resorts, Ltd.
stockholders'
equity (deficit) Noncontrolling
interests Total
stockholders'
deficit
Balances, July 1, 2021 115,683,983 $ 1,313 $ (1,427,094) $ 3,466,908 $ 6,293 $ (1,944,668) $ 102,752 $ (456,591) $ (353,839)
Net loss — — — — — (166,249) (166,249) (79,734) (245,983)
Currency translation adjustment — — — — (2,174) — (2,174) (689) (2,863)
Issuance of restricted stock 48,435 1 — (1) — — — — —
Cancellation of restricted stock (5,224) — — — — 22 22 4 26
Shares repurchased by the Company and held as treasury shares (68,376) — (6,441) — — — (6,441) — (6,441)
Distribution to noncontrolling interest — — — — — — — (5,364) (5,364)
Stock-based compensation — — — 18,852 — — 18,852 3,023 21,875
Balances, September 30, 2021 115,658,818 $ 1,314 $ (1,433,535) $ 3,485,759 $ 4,119 $ (2,110,895) $ (53,238) $ (539,351) $ (592,589)


	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, 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
Subsidiary equity issuance — — — (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)


	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, 2021
Common stock
Shares
outstanding Par
value Treasury
stock Additional
paid-in
capital Accumulated
other
comprehensive
income Accumulated deficit Total Wynn Resorts, Ltd.
stockholders'
equity (deficit) Noncontrolling
interests Total
stockholders'
deficit
Balances, January 1, 2021 107,888,336 $ 1,235 $ (1,422,531) $ 2,598,115 $ 3,604 $ (1,532,420) $ (351,997) $ (385,320) $ (737,317)
Net loss — — — — — (578,596) (578,596) (176,963) (755,559)
Currency translation adjustment — — — — 515 — 515 364 879
Issuance of common stock, net of $17.7 million underwriter discounts, commissions and other expenses 7,475,000 75 — 841,821 — — 841,896 — 841,896
Issuance of restricted stock 428,406 4 — 5,898 — — 5,902 370 6,272
Cancellation of restricted stock (24,758) — — — — 121 121 19 140
Shares repurchased by the Company and held as treasury shares (108,166) — (11,004) — — — (11,004) — (11,004)
Distribution to noncontrolling interest — — — — — — — (11,843) (11,843)
Subsidiary equity issuance — — — (20,211) — — (20,211) 25,371 5,160
Stock-based compensation — — — 60,136 — — 60,136 8,651 68,787
Balances, September 30, 2021 115,658,818 $ 1,314 $ (1,433,535) $ 3,485,759 $ 4,119 $ (2,110,895) $ (53,238) $ (539,351) $ (592,589)


	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,					Nine Months Ended September 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss		$	(675,823)	$	(755,559)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)						Net income (loss)	$	8,440	$	(675,823)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	520,026		545,538		Depreciation and amortization	510,743		520,026
Deferred income taxes	Deferred income taxes	1,188		(527)		Deferred income taxes	(198)		1,188
Stock-based compensation expense	Stock-based compensation expense	48,569		75,033		Stock-based compensation expense	49,139		48,569
Amortization of debt issuance costs	Amortization of debt issuance costs	21,859		19,891		Amortization of debt issuance costs	29,251		21,859
Loss on extinguishment of debt		—		2,060
Loss on debt financing transactions						Loss on debt financing transactions	12,683		—
Provision for credit losses	Provision for credit losses	(11,331)		7,461		Provision for credit losses	(6,314)		(11,331)
Change in derivatives fair value	Change in derivatives fair value	(14,801)		(6,557)		Change in derivatives fair value	3,255		(14,801)
Impairment of goodwill and intangible assets						Impairment of goodwill and intangible assets	94,490		48,036
Property charges and other	Property charges and other	103,452		43,893		Property charges and other	146,298		55,416
Increase (decrease) in cash from changes in:	Increase (decrease) in cash from changes in:					Increase (decrease) in cash from changes in:
Receivables, net	Receivables, net	341		(29,729)		Receivables, net	(29,513)		341
Inventories, prepaid expenses and other	Inventories, prepaid expenses and other	(7,199)		(38,377)		Inventories, prepaid expenses and other	(34,118)		(7,199)
Customer deposits	Customer deposits	1,731		(178,959)		Customer deposits	12,265		1,731
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(141,050)		99,000		Accounts payable and accrued expenses	10,129		(141,050)
Net cash used in operating activities		(153,038)		(216,832)
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	806,550		(153,038)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	Capital expenditures, net of construction payables and retention	(273,251)		(213,088)		Capital expenditures, net of construction payables and retention	(329,428)		(273,251)
Purchase of investments						Purchase of investments	(786,519)		—
Purchase of intangible and other assets	Purchase of intangible and other assets	(10,919)		(19,741)		Purchase of intangible and other assets	(62,921)		(10,919)
Proceeds from sale of assets and other	Proceeds from sale of assets and other	485		3,689		Proceeds from sale of assets and other	490		485
Net cash used in investing activities	Net cash used in investing activities	(283,685)		(229,140)		Net cash used in investing activities	(1,178,378)		(283,685)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	211,435		1,141,026		Proceeds from issuance of long-term debt	1,200,000		211,435
Repayments of long-term debt	Repayments of long-term debt	(37,500)		(2,477,690)		Repayments of long-term debt	(1,522,812)		(37,500)
Proceeds from issuance of Wynn Resorts, Limited common stock		—		841,896
Repurchase of common stock	Repurchase of common stock	(178,624)		(11,004)		Repurchase of common stock	(71,019)		(178,624)
Proceeds from exercise of stock options						Proceeds from exercise of stock options	1,965		—
Proceeds from issuance of subsidiary common stock	Proceeds from issuance of subsidiary common stock	2,895		4,662		Proceeds from issuance of subsidiary common stock	—		2,895
Proceeds from sale of additional interest in joint venture		50,033		—
Proceeds from sale of noncontrolling interest in subsidiary						Proceeds from sale of noncontrolling interest in subsidiary	—		50,033
Distribution to noncontrolling interest	Distribution to noncontrolling interest	(21,505)		(11,843)		Distribution to noncontrolling interest	(15,929)		(21,505)
Dividends paid	Dividends paid	(1,316)		(932)		Dividends paid	(56,720)		(1,316)
Finance lease payments	Finance lease payments	(12,812)		(11,709)		Finance lease payments	(14,407)		(12,812)
Payments for financing costs	Payments for financing costs	(3,165)		(29,975)		Payments for financing costs	(41,160)		(3,165)
Net cash provided by (used in) financing activities		9,441		(555,569)
Other						Other	(7,773)		—
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(527,855)		9,441
Effect of exchange rate on cash, cash equivalents and restricted cash	Effect of exchange rate on cash, cash equivalents and restricted cash	(1,119)		(1,689)		Effect of exchange rate on cash, cash equivalents and restricted cash	(3,721)		(1,119)
Cash, cash equivalents and restricted cash:	Cash, cash equivalents and restricted cash:					Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash	Decrease in cash, cash equivalents and restricted cash	(428,401)		(1,003,230)		Decrease in cash, cash equivalents and restricted cash	(903,404)		(428,401)
Balance, beginning of period	Balance, beginning of period	2,531,067		3,486,384		Balance, beginning of period	3,782,990		2,531,067
Balance, end of period	Balance, end of period	$	2,102,666	$	2,483,154	Balance, end of period	$	2,879,586	$	2,102,666

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized		$	437,760	$	426,462
Liability settled with shares of common stock		$	9,287	$	6,272
Accounts and construction payables related to property and equipment		$	27,603	$	70,844
Other liabilities related to intangible assets		$	4,163	$	12,335
Finance lease liabilities arising from obtaining finance lease assets		$	4,778	$	7,423

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)

Note 1 - ~~Organization~~

Organization

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

In the Macau Special Administrative Region ("Macau") of the People's Republic of China ("PRC"), the Company owns approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. Additionally, the Company is a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as its Las Vegas Operations. In Everett, Massachusetts, the Company ~~owns 100% of and~~ operates Encore Boston Harbor, an integrated resort. The Company also holds an approximately ~~85%~~97% interest in, and consolidates, Wynn Interactive Ltd. ("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

~~Recent Developments Related to COVID-19~~

~~Macau Operations~~

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, and mandatory quarantine, among other things, and the suspension or reduced accessibility of transportation to and from Macau. Although there have been periods during which certain restrictions and conditions were eased by the Macau government to allow for greater visitation and quarantine-free travel to Macau, adverse and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced. For example, in response to an outbreak in Macau which initially commenced in mid-June 2022, the Macau government extended its COVID-19 containment measures, which included the closures of gaming operations in full as of July 11, 2022, and the closure and the limiting of the opening hours and/or operational capacity of various areas and facilities in Macau. On July 23, 2022, gaming operations at Wynn Palace and Wynn Macau resumed on a limited basis. Certain travel-related restrictions and conditions, which continue to reduce visitation and impact our financial results, remain in effect at the present time. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of containment measures, management cannot predict whether future closures, in full or in part, will occur in our properties, and cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

~~Liquidity~~

The COVID-19 pandemic has materially impacted and is likely to continue to materially impact our business, financial condition and results of operations. As of September 30, 2022, the Company had total cash and cash equivalents, excluding restricted cash, of $1.94 billion, and $835.6 million of available borrowing capacity under the WRF Revolver. As of September 30, 2022, the WM Cayman II Revolver was fully drawn. As a result of the negative impact the COVID-19 pandemic has had, and will likely continue to have, on our operating income, the Company has suspended its dividend program for the foreseeable future. Given the Company's liquidity position as of September 30, 2022, the Company believes it will be able to support continuing operations and respond to the continuing impact of the COVID-19 pandemic and related economic disruptions.

~~Macau Gaming Concession~~

On June 23, 2022, Wynn Resorts (Macau) S.A. ("WRM") and the Macau government entered into a concession extension agreement (the "Concession Extension Agreement"), pursuant to which the expiration date of WRM's gaming concession was extended from June 26, 2022 to December 31, 2022. Under the Concession Extension Agreement, WRM paid the Macau government MOP47.0 million (approximately $6.0 million) as a contract premium for the extension, and in September 2022 provided a first demand bank guarantee of MOP1,210.0 million (approximately $149.7 million) in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

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

In June 2022, the Macau government published amendments to the Macau gaming law approved by the Macau Legislative Assembly. These amendments include, for example, the awarding of up to six gaming concessions with a term up to ten years with a maximum three-year extension possible, and an increase in the minimum capital requirement applicable to concession holders to MOP5.0 billion (approximately $625.0 million), an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15% from 10% and a prohibition on revenue sharing arrangements between gaming promoters and concession holders. On July 27, 2022, the Macau government officially launched the public tender process for the awarding of concessions for the operation of games of chance or other games in casinos. On September 13, 2022, WRM submitted its tender to the Macau government. At this time the Company believes that its concession agreement will be further extended, renewed or replaced by a new gaming concession agreement beyond December 31, 2022. However, it is possible the Macau government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.

If the Company is unable to further extend or renew its concession agreement or obtain a new gaming concession agreement, an election by the WML Senior Notes holders to exercise the Special Put Option and the triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented. The results for the three and nine months ended September 30, ~~2022~~2023 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, ~~2022.~~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, ~~2021.~~2022.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 17, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated. 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.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Use of Estimates

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

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 ~~$105.2~~$415.0 million and ~~$188.7~~$105.2 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$388.4 million~~$1.12 billion and ~~$637.9~~$388.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Investments

The Company's investments include financial assets in the form of interest-bearing fixed deposits, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and ~~2021, respectively.~~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 amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses 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 other comprehensive income. Premiums and discounts on debt securities are amortized or accreted into interest income using the effective interest method. 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 fixed deposits, recorded at fair value, and $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 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

~~In March 2020,~~The Company’s management has evaluated the ~~FASB~~recently issued, ~~ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation~~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 ~~Effects~~future adoption of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the planned cessation of the London Interbank Offered Rate (referred to as "LIBOR"), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. ASU 2020-04 also provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. ASU 2020-04 must be adopted no later than December 1, 2022 with early adoption permitted. We plan to apply this guidance to applicable contracts and instruments if, and when, they are modified. Adoption of the new guidance is not expected toany such pronouncements will have a material effect on the ~~Company's consolidated~~Company’s financial ~~statements.~~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, 2022		December 31, 2021			September 30, 2023		December 31, 2022
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Cash (1)	Cash (1)	$	1,239,629	$	2,021,553	Cash (1)	$	1,668,003	$	1,699,583
Cash equivalents (2)	Cash equivalents (2)	703,876		500,977		Cash equivalents (2)	1,120,105		1,950,857
Total cash and cash equivalents	Total cash and cash equivalents	1,943,505		2,522,530		Total cash and cash equivalents	2,788,108		3,650,440
Restricted cash (3)	Restricted cash (3)	159,161		8,537		Restricted cash (3)	91,478		132,550
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	2,102,666	$	2,531,067	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, cash held in a trust in accordance with WML's share award plan, and as of September 30, 2022 includes $149.7 million in the form of a bank guarantee in favor of the Macau government for securing the fulfillment of its labor liabilities upon the expiration of the Concession Extension Agreement.
(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").						(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.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Note 4 - Receivables, net

Accounts Receivable and Credit Risk

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


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
Casino	Casino	$	186,037	$	199,030	Casino	$	179,522	$	171,893
Hotel	Hotel	34,606		36,749		Hotel	40,670		35,654
Other	Other	70,597		75,003		Other	88,793		87,328
		291,240		310,782			308,985		294,875
Less: allowance for credit losses	Less: allowance for credit losses	(81,208)		(111,319)		Less: allowance for credit losses	(59,618)		(78,842)
		$	210,032	$	199,463		$	249,367	$	216,033

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, approximately ~~65.6%~~66.8% and ~~70.3%~~57.6%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was ~~41.7%~~31.3% and ~~53.7%~~43.2% of gross casino receivables as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the periods presented (in thousands):


		September 30,					September 30,
		2022		2021			2023		2022
Balance at beginning of year	Balance at beginning of year	$	111,319	$	100,329	Balance at beginning of year	$	78,842	$	111,319
Provision for credit losses	Provision for credit losses	(11,331)		7,461		Provision for credit losses	(6,314)		(11,331)
Write-offs	Write-offs	(22,507)		(14,022)		Write-offs	(23,262)		(22,507)
Recoveries of receivables previously written off	Recoveries of receivables previously written off	4,103		736		Recoveries of receivables previously written off	10,521		4,103
Effect of exchange rate	Effect of exchange rate	(376)		(195)		Effect of exchange rate	(169)		(376)
Balance at end of period	Balance at end of period	$	81,208	$	94,309	Balance at end of period	$	59,618	$	81,208

Note 5 - Property and Equipment, net

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


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
Buildings and improvements	Buildings and improvements	$	9,833,144	$	9,785,514	Buildings and improvements	$	8,360,768	$	8,363,427
Land and improvements	Land and improvements	1,297,539		1,278,010		Land and improvements	1,226,090		1,195,717
Furniture, fixtures and equipment	Furniture, fixtures and equipment	3,111,425		3,067,793		Furniture, fixtures and equipment	3,252,135		3,165,659
Airplanes	Airplanes	110,623		110,623		Airplanes	110,623		110,623
Construction in progress	Construction in progress	224,521		250,378		Construction in progress	231,129		112,034
		14,577,252		14,492,318			13,180,745		12,947,460
Less: accumulated depreciation	Less: accumulated depreciation	(6,078,438)		(5,727,010)		Less: accumulated depreciation	(6,449,948)		(6,051,400)
		$	8,498,814	$	8,765,308		$	6,730,797	$	6,896,060

As of September 30, 2023 and December 31, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

Depreciation expense for the three months ended September 30, 2023 and 2022 was $156.0 million and $161.7 million, respectively, and depreciation expense for the nine months ended September 30, 2023 and 2022 was $465.0 million and $492.1 million, respectively.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

As of September 30, 2022, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production, ~~Awakening~~, which premiered in November 2022. As of December 31, 2021, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel, which was placed in service during the second quarter of 2022.

Depreciation expense for the three months ended September 30, 2022 and 2021 was $161.7 million and $169.7 million, respectively, and depreciation expense for the nine months ended September 30, 2022 and 2021 was $492.1 million and $523.6 million, respectively.

~~Encore Boston Harbor Real Estate Sale and Leaseback~~

On February 14, 2022, Wynn MA, LLC, the owner and operator of Encore Boston Harbor and an indirect, wholly owned subsidiary of WRL (“Wynn MA”), entered into a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor. Upon closing of the related transactions, which is currently expected to take place in the fourth quarter of 2022 subject to the receipt of required regulatory approvals and customary closing conditions, the Company expects to receive cash consideration of approximately $1.7 billion in exchange for the sale of such real estate assets to an unrelated third party, and to concurrently enter into a master lease agreement whereby Wynn MA and certain of its affiliates will lease such real estate assets for the purpose of continuing to operate the Encore Boston Harbor property. The master lease agreement provides for an initial annual rent of $100.0 million for a term of 30 years with one 30-year renewal option, subject to certain annual rent escalations. The Company expects to use the cash proceeds from the sale of the real estate assets for general corporate purposes, which may include the repayment of certain debt obligations.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 6 - Goodwill and Intangible Assets, net

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


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
Finite-lived intangible assets:	Finite-lived intangible assets:					Finite-lived intangible assets:
Macau gaming concession	Macau gaming concession	$	5,964	$	42,300	Macau gaming concession	$	208,810	$	48,304
Less: accumulated amortization	Less: accumulated amortization	(2,982)		(41,114)		Less: accumulated amortization	(15,661)		(48,304)
		2,982		1,186			193,149		—

Massachusetts gaming license	Massachusetts gaming license	117,700		117,700		Massachusetts gaming license	117,700		117,700
Less: accumulated amortization	Less: accumulated amortization	(25,676)		(19,791)		Less: accumulated amortization	(33,523)		(27,638)
		92,024		97,909			84,177		90,062

Other finite-lived intangible assets	Other finite-lived intangible assets	63,717		76,317		Other finite-lived intangible assets	50,054		65,194
Less: accumulated amortization	Less: accumulated amortization	(6,738)		(5,969)		Less: accumulated amortization	(13,845)		(8,920)
		56,979		70,348			36,209		56,274

Total finite-lived intangible assets	Total finite-lived intangible assets	151,985		169,443		Total finite-lived intangible assets	313,535		146,336

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

Goodwill:	Goodwill:					Goodwill:
Balance at beginning of year	Balance at beginning of year	129,738		144,095		Balance at beginning of year	90,520		129,738
Foreign currency translation	Foreign currency translation	(1,458)		(4,103)		Foreign currency translation	—		(1,457)
Impairment	Impairment	(37,761)		(10,254)		Impairment	(72,055)		(37,761)
Balance at end of period	Balance at end of period	90,519		129,738		Balance at end of period	18,465		90,520

Total goodwill and intangible assets, net	Total goodwill and intangible assets, net	$	250,901	$	307,578	Total goodwill and intangible assets, net	$	340,397	$	245,253

~~The finite-lived intangible asset pertaining to the Company's original Macau gaming concession was acquired in 2004~~Wynn Interactive Goodwill and was amortized over the 20 year life of the original concession, which expired on June 26, 2022. On June 23, 2022, a Concession Extension Agreement was entered into between the Macau Government and WRM, pursuant to which the gaming concession of WRM has been extended from June 26, 2022 to December 31, 2022, in exchange for a payment to the Macau government equivalent to $6.0 million. The Company expects that amortization of the Macau gaming concession will be $3.0 million for the fourth quarter of 2022.

The Massachusetts gaming license is a finite-lived intangible asset that is being amortized over the 15 year life of the license. The Company expects that amortization of the Massachusetts gaming license will be $2.0 million for the fourth quarter of 2022, $7.8 million each year from 2023 through 2033, and $3.8 million in 2034.Finite-Lived Intangible Assets

During the three months ended ~~June~~September 30, ~~2022,~~2023, as a result of ~~management's~~the Company's decision to cease ~~the operations of Betbull Limited ("BetBull"), a subsidiary of~~operating Wynn ~~Interactive, the Company impaired its trademark~~Interactive's online sports betting and ~~customer list totaling $10.3 million and impaired the remaining balance of goodwill related to the BetBull reporting unit totaling $7.5 million.~~

~~During the three months ended March 31, 2022, as a result of changes~~iGaming platform in ~~forecasts and other industry-specific factors,~~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 of September 30, 2023, and 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 to recognize a goodwill impairment loss of $72.1 million. As of September 30, 2023, the Company had no remaining goodwill recorded related to the 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 BetBull reporting units ~~comprising~~based on a combination of the income and market approaches, the Company recognized impairment of goodwill totaling $37.8 million and impairment of other finite-lived intangible totaling $10.3 million.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Macau Gaming Concession

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

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

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP1.68 billion (approximately $208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Property Transfer Agreements. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government. In the accompanying condensed consolidated balance sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10-year term of the Gaming Concession Contract. The Company expects that amortization of the Macau Gaming Concession will be $5.2 million in the three months ending December 31, 2023, and $20.9 million each year from 2024 to 2032.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Interactive. After revisiting the estimated fair value of those reporting units based on a combination of the income and market approaches, the Company recognized impairment of $30.3 million. Impairment of goodwill and intangible assets is recorded in Property charges and other in the accompanying Condensed Consolidated Statements of Operations.

Note 7 - Long-Term Debt

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


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
Macau Related:	Macau Related:					Macau Related:
WM Cayman II Revolver, due 2025 (1)	WM Cayman II Revolver, due 2025 (1)	$	1,492,465	$	1,287,766	WM Cayman II Revolver, due 2025 (1)	$	1,495,406	$	1,500,473
WML 4 7/8% Senior Notes, due 2024	WML 4 7/8% Senior Notes, due 2024	600,000		600,000		WML 4 7/8% Senior Notes, due 2024	600,000		600,000
WML 5 1/2% Senior Notes, due 2026	WML 5 1/2% Senior Notes, due 2026	1,000,000		1,000,000		WML 5 1/2% Senior Notes, due 2026	1,000,000		1,000,000
WML 5 1/2% Senior Notes, due 2027	WML 5 1/2% Senior Notes, due 2027	750,000		750,000		WML 5 1/2% Senior Notes, due 2027	750,000		750,000
WML 5 5/8% Senior Notes, due 2028	WML 5 5/8% Senior Notes, due 2028	1,350,000		1,350,000		WML 5 5/8% Senior Notes, due 2028	1,350,000		1,350,000
WML 5 1/8% Senior Notes, due 2029	WML 5 1/8% Senior Notes, due 2029	1,000,000		1,000,000		WML 5 1/8% Senior Notes, due 2029	1,000,000		1,000,000
WML 4 1/2% Convertible Bonds, due 2029 (2)						WML 4 1/2% Convertible Bonds, due 2029 (2)	600,000		—

U.S. and Corporate Related:	U.S. and Corporate Related:					U.S. and Corporate Related:
WRF Credit Facilities (2):
WRF Credit Facilities (3):						WRF Credit Facilities (3):
WRF Term Loan, due 2024	WRF Term Loan, due 2024	850,000		887,500		WRF Term Loan, due 2024	74,628		837,500
WRF Term Loan, due 2027						WRF Term Loan, due 2027	740,060		—
WLV 4 1/4% Senior Notes, due 2023	WLV 4 1/4% Senior Notes, due 2023	500,000		500,000		WLV 4 1/4% Senior Notes, due 2023	—		500,000
WLV 5 1/2% Senior Notes, due 2025	WLV 5 1/2% Senior Notes, due 2025	1,780,000		1,780,000		WLV 5 1/2% Senior Notes, due 2025	1,380,001		1,780,000
WLV 5 1/4% Senior Notes, due 2027	WLV 5 1/4% Senior Notes, due 2027	880,000		880,000		WLV 5 1/4% Senior Notes, due 2027	880,000		880,000
WRF 7 3/4% Senior Notes, due 2025	WRF 7 3/4% Senior Notes, due 2025	600,000		600,000		WRF 7 3/4% Senior Notes, due 2025	—		600,000
WRF 5 1/8% Senior Notes, due 2029	WRF 5 1/8% Senior Notes, due 2029	750,000		750,000		WRF 5 1/8% Senior Notes, due 2029	750,000		750,000
Retail Term Loan, due 2025 (3)		615,000		615,000
WRF 7 1/8% Senior Notes, due 2031						WRF 7 1/8% Senior Notes, due 2031	600,000		—
Retail Term Loan, due 2025 (4)						Retail Term Loan, due 2025 (4)	615,000		615,000
		12,167,465		12,000,266			11,835,095		12,162,973
WML Convertible Bond Conversion Option Derivative						WML Convertible Bond Conversion Option Derivative	125,752		—
Less: Unamortized debt issuance costs and original issue discounts and premium, net	Less: Unamortized debt issuance costs and original issue discounts and premium, net	(50,949)		(65,720)		Less: Unamortized debt issuance costs and original issue discounts and premium, net	(170,016)		(46,114)
		12,116,516		11,934,546			11,790,831		12,116,859
Less: Current portion of long-term debt	Less: Current portion of long-term debt	(546,078)		(50,000)		Less: Current portion of long-term debt	(112,099)		(547,543)
Total long-term debt, net of current portion	Total long-term debt, net of current portion	$	11,570,438	$	11,884,546	Total long-term debt, net of current portion	$	11,678,732	$	11,569,316

(1) ~~The~~As of September 30, 2023, the borrowings under the WM Cayman II Revolver bear interest at ~~LIBOR~~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, subject to a floor on the interest rate margin of 2.625% per annum through June 30, 2023.~~basis. Approximately $312.5 million and $1.18 billion of the WM Cayman II Revolver bears interest at a rate of ~~LIBOR~~Term SOFR plus ~~2.875%~~2.1% per year and HIBOR plus ~~2.875%~~2.0% per year, respectively. As of September 30, ~~2022,~~2023, the weighted average interest rate was approximately ~~5.51%~~7.35%. As of September 30, ~~2022,~~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 ~~LIBOR~~Term SOFR plus ~~1.75%~~1.85% per year. As of September 30, ~~2022,~~2023, the weighted average interest rate was approximately ~~4.87%~~7.17%. Additionally, as of September 30, ~~2022,~~2023, the available borrowing capacity under the WRF Revolver was ~~$835.6~~$737.0 million, net of ~~$14.4~~$13.0 million in outstanding letters of credit.

~~(3)~~(4) The Retail Term Loan bears interest at a rate of ~~LIBOR~~adjusted daily simple secured overnight financing rate ("SOFR") plus ~~1.70%~~1.80% per year. As of September 30, ~~2022,~~2023, the interest rate was ~~4.26%~~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

~~On May 5, 2022,~~Due to the global phase out of London Interbank Offered Rate ("LIBOR"), on June 27, 2023, WM Cayman Holdings Limited II, ~~and its lenders agreed to waive certain financial covenants in the facility agreement under the~~ as borrower ("WM Cayman ~~II Revolver in respect of the relevant periods ending on the following applicable test dates: (a) June 30, 2022; (b) September 30, 2022; (c) December 31, 2022;~~II"), and ~~(d) March 31, 2023; and to provide for a floor on the interest rate margin of 2.625% per annum through June 30, 2023.~~ WML,, as guarantor, ~~may be subject~~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 ~~certain restrictions on payments of dividends or distributions~~transition the base rate applicable to ~~its shareholders, unless certain financial criteria have been satisfied through~~loans denominated in U.S. dollars made pursuant to the revolving credit facility ~~agreement.~~

~~Debt Covenant Compliance~~

~~As of September 30, 2022, management believes the Company was in compliance with all debt covenants.~~

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)

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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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, ~~2022~~2023 and December 31, ~~2021,~~2022, was approximately ~~$10.37~~$11.13 billion and ~~$11.72~~$11.23 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of ~~$12.17~~$11.84 billion and ~~$12.00~~$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 89 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's ~~Board~~board of ~~Directors~~directors authorized an equity repurchase program of up to ~~$1.0~~$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. Any shares repurchased pursuant to the equity repurchase program are held as treasury shares. During the three and nine months ended September 30, 2021, no repurchases were made under the equity repurchase program. As of September 30, ~~2022,~~2023, the Company had ~~$633.7~~$572.7 million in repurchase authority remaining under the program.

~~Equity Offering~~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 ~~February 11, 2021,~~November 9, 2023, the Company ~~completed~~declared a ~~registered public offering~~cash dividend of ~~7,475,000 newly issued shares of its common stock, par value $0.01~~$0.25 per share, ~~at a price~~payable on November 30, 2023 to stockholders of ~~$115.00 per share for proceeds~~record as of $841.9 million, net of $17.7 million in underwriting discounts and commissions. The Company used the net proceeds from this equity offering for general corporate purposes, including the repayment of debt.November 20, 2023.

Noncontrolling Interests

Retail Joint Venture

During the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Retail Joint Venture made aggregate distributions of approximately ~~$21.5~~$15.9 million and ~~$11.8~~$21.5 million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 17, "Retail Joint ~~Venture".~~Venture."

During the three months ended March 31, 2022, in exchange for cash consideration of $50.0 million, the Company sold to Crown Acquisitions Inc. ("Crown") a 49.9% interest in certain additional retail space contributed by the Company to the Retail Joint Venture. In connection with this transaction, the Company recorded $48.6 million of additional paid-in capital and ~~$1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Condensed Consolidated Statement of Stockholders' Deficit for the~~ ~~nine months ended September 30, 2022~~.

1619

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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 910 - 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:										Assets:
Cash equivalents										Cash equivalents	$	1,120,105	$	—	$	1,120,105	$	—
Restricted cash										Restricted cash	$	91,478	$	3,110	$	88,368	$	—
Fixed deposits										Fixed deposits	$	500,000	$	—	$	500,000	$	—
Interest rate collar										Interest rate collar	$	9,425	$	—	$	9,425	$	—

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

				Fair Value Measurements Using:									Fair Value Measurements Using:
		September 30, 2022		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)			December 31, 2022		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Cash equivalents	Cash equivalents	$	703,875	$	—	$	703,875	$	—	Cash equivalents	$	1,950,857	$	490,683	$	1,460,174	$	—
Restricted cash	Restricted cash	$	159,161	$	7,096	$	152,065	$	—	Restricted cash	$	132,550	$	6,891	$	125,659	$	—
Interest rate collar	Interest rate collar	$	9,254	$	—	$	9,254	$	—	Interest rate collar	$	10,408	$	—	$	10,408	$	—

				Fair Value Measurements Using:
		December 31, 2021		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents		$	500,977	$	—	$	500,977	$	—
Restricted cash		$	8,537	$	6,950	$	1,587	$	—

Liabilities:
Interest rate collar		$	5,548	$	—	$	5,548	$	—

Note 1011 - 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, 2022		December 31, 2021		Increase / (decrease)		September 30, 2021		December 31, 2020		Increase / (decrease)			September 30, 2023		December 31, 2022		Increase / (decrease)		September 30, 2022		December 31, 2021		Increase / (decrease)
Casino outstanding chips and front money deposits (1)	Casino outstanding chips and front money deposits (1)	$	327,004	$	352,830	$	(25,826)	$	380,442	$	596,463	$	(216,021)	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)	Advance room deposits and ticket sales (2)	76,256		55,438		20,818		62,993		29,224		33,769		Advance room deposits and ticket sales (2)	97,705		85,019		12,686		76,256		55,438		20,818
Other gaming-related liabilities (3)	Other gaming-related liabilities (3)	30,610		26,515		4,095		21,217		7,882		13,335		Other gaming-related liabilities (3)	25,208		31,265		(6,057)		30,610		26,515		4,095
Loyalty program and related liabilities (4)	Loyalty program and related liabilities (4)	38,323		34,695		3,628		33,440		22,736		10,704		Loyalty program and related liabilities (4)	34,215		35,083		(868)		38,323		34,695		3,628
		$	472,193	$	469,478	$	2,715	$	498,092	$	656,305	$	(158,213)		$	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.

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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Note 1112 - 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,
2022 2021 2022 2021
Casino $ 3,857 $ 3,423 $ 8,835 $ 11,000
Rooms 415 351 816 1,260
Food and beverage 774 737 1,547 2,709
Entertainment, retail and other 3,064 7,071 8,238 16,292
General and administrative 11,964 13,998 29,133 43,772
Total stock-based compensation expense 20,074 25,580 48,569 75,033
Total stock-based compensation capitalized 894 2,242 2,351 4,271
Total stock-based compensation costs $ 20,968 $ 27,822 $ 50,920 $ 79,304


	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 1213 - Income Taxes

The Company recorded an income tax ~~expense~~benefit of ~~$1.4~~$2.7 million and ~~$1.2~~an expense of $1.4 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively and an income tax expense of ~~$3.2~~$2.6 million and ~~$2.3~~$3.2 million for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ 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. ~~Income tax expense in 2021 primarily related to the Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders of WRM.~~

In March 2021, the Company received an extension of its Macau dividend tax agreement, providing for a payment of MOP12.8 million (approximately $1.6 million) for 2021 and MOP6.3 million (approximately $0.8 million) for the period ended June 26, 2022.

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 ~~Company continues~~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 ~~rely solely on~~all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carryback, the reversal of net taxable temporary differences, ~~in assessing a need for a valuation allowance.~~the duration of statutory carryforward periods and tax planning strategies.

~~In April 2020,~~ 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 ~~extension of the~~ exemption from ~~Macau’s~~Macau's 12% Complementary Tax on casino gaming profits ~~earned from January 1, 2021 to June 26,~~(the "Tax Holiday") through December 31, 2022. In ~~September~~December 2022, ~~WRM received~~the Company applied for an ~~extension of the~~ exemption from ~~the~~ 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.

~~For the three and nine months ended September 30, 2022 and 2021, the~~ The Company did not have any casino gaming profits exempt from the Macau Complementary Tax. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its gaming concessionis evaluating an extension of this agreement.

In March 2021, the Financial Services Bureau concluded its review of the 2017 and 2018 Macau income tax returns of Palo Real Estate Company Limited, a subsidiary of WRM, with no changes. In January 2022, the Financial Services Bureau issued final tax assessments for WRM for the year 2017 and 2018, and no additional tax was due. In October 2022, the Financial Services Bureau issued final tax assessments for Palo’s 2019 and 2020 Macau Complementary Tax returns, and no additional tax was due.

Note 1314 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net ~~loss~~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 ~~loss~~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 unvested restricted stock.

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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(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,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net loss attributable to Wynn Resorts, Limited		$	(142,892)	$	(166,249)	$	(456,267)	$	(578,596)
Net income (loss) attributable to Wynn Resorts, Limited - basic										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:										Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:
Assumed conversion of WML Convertible Bonds										Assumed conversion of WML Convertible Bonds	—		—		—		—
Net income (loss) attributable to Wynn Resorts, Limited - diluted										Net income (loss) attributable to Wynn Resorts, Limited - diluted	$	(116,678)	$	(142,892)	$	838	$	(456,267)

Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding	Weighted average common shares outstanding	112,709		114,655		114,061		113,420		Weighted average common shares outstanding	112,797		112,709		112,813		114,061
Potential dilutive effect of stock options, nonvested, and performance nonvested shares	Potential dilutive effect of stock options, nonvested, and performance nonvested shares	—		—		—		—		Potential dilutive effect of stock options, nonvested, and performance nonvested shares	—		—		319		—
Weighted average common and common equivalent shares outstanding	Weighted average common and common equivalent shares outstanding	112,709		114,655		114,061		113,420		Weighted average common and common equivalent shares outstanding	112,797		112,709		113,132		114,061

Net loss attributable to Wynn Resorts, Limited per common share, basic		$	(1.27)	$	(1.45)	$	(4.00)	$	(5.10)
Net loss attributable to Wynn Resorts, Limited per common share, diluted		$	(1.27)	$	(1.45)	$	(4.00)	$	(5.10)
Net income (loss) attributable to Wynn Resorts, Limited per common share, basic										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										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	Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share	1,087		954		1,087		954		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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 1415 - Leases

Lessor Arrangements

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


		Three months ended September 30,				Nine months ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Minimum rental income	Minimum rental income	$	31,962	$	27,719	$	93,796	$	75,676	Minimum rental income	$	33,196	$	31,962	$	98,845	$	93,796
Contingent rental income	Contingent rental income	10,689		19,349		45,404		75,464		Contingent rental income	20,700		10,689		74,670		45,404
Total rental income	Total rental income	$	42,651	$	47,068	$	139,200	$	151,140	Total rental income	$	53,896	$	42,651	$	173,515	$	139,200

~~Note 15 - Related Party Transactions~~

~~Home Purchase~~

In 2022, Linda Chen, President and Executive Director of WRM exercised an option to purchase a home provided by the Company for her use for no consideration, as provided by the terms of her employment agreement. Based on a third-party appraisal as of the date of option exercise, the estimated fair value of the home is $6.4 million. The home purchase closed during the third quarter of 2022.

Note 16 - Commitments and Contingencies

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.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Macau Litigation Related to Dore

~~WRM~~Wynn Macau 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”~~"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 ~~WRM,~~Wynn Macau SA, as a gaming concessionaire, should be held responsible for Dore’s conduct on the basis that ~~WRM~~Wynn Macau SA is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the purported losses.

The Company believes these cases are without merit and unfounded and intends to vigorously defend against the remaining claims pleaded against ~~WRM~~Wynn Macau SA in these lawsuits. The Company has made estimates for potential litigation costs based upon its assessment of 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 and certain current and former officers of 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 ~~Mr.~~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 ~~Mr.~~Matthew Maddox, Stephen A. Wynn, 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.~~them and believe that the claims are without merit. This action is in the preliminary stages and ~~management~~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)

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.

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The Company received requests for information from the U.S. Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and 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 U.S. Attorney's Office in its investigation, which remains ongoing. Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, the extent of the materiality of the outcome, or reasonably estimate the possible range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company.

Note 17 - Retail Joint Venture

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Retail Joint Venture had total assets of ~~$103.6~~$107.7 million and ~~$98.0~~$102.9 million, respectively, and total liabilities of ~~$620.1~~$622.3 million and ~~$624.4~~$620.9 million, respectively. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Retail Joint Venture's liabilities included long-term debt of ~~$613.3~~$613.9 million and ~~$612.9~~$613.5 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Note 18 - Segment Information

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the 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 Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort; (iv) Encore Boston Harbor; and (v) Wynn Interactive. For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations.

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Operating revenues
Macau Operations:
Wynn Palace
Casino $ 45,361 $ 134,064 $ 186,968 $ 532,040
Rooms 6,974 15,639 27,813 53,534
Food and beverage 5,727 10,952 24,027 36,429
Entertainment, retail and other (1)
17,186 20,668 58,416 67,017
75,248 181,323 297,224 689,020
Wynn Macau
Casino 22,832 98,264 165,221 379,610
Rooms 4,395 10,896 18,547 39,025
Food and beverage 4,261 7,628 17,878 23,620
Entertainment, retail and other (1)
8,880 13,874 32,405 52,086
40,368 130,662 234,051 494,341
            Total Macau Operations 115,616 311,985 531,275 1,183,361
Las Vegas Operations:
Casino 134,314 112,575 393,930 305,253
Rooms 162,125 132,704 460,707 266,250
Food and beverage 193,733 180,455 526,389 333,390
Entertainment, retail and other (1)
54,217 50,269 165,618 104,892
             Total Las Vegas Operations 544,389 476,003 1,546,644 1,009,785
Encore Boston Harbor:
Casino 157,369 151,361 463,204 398,325
Rooms 23,718 14,578 61,819 28,963
Food and beverage 21,009 18,466 60,272 41,713
Entertainment, retail and other (1)
9,687 7,809 27,438 18,544
            Total Encore Boston Harbor 211,783 192,214 612,733 487,545
Wynn Interactive:
Entertainment, retail and other 17,934 14,442 61,236 40,748
           Total Wynn Interactive 17,934 14,442 61,236 40,748
Total operating revenues $ 889,722 $ 994,644 $ 2,751,888 $ 2,721,439

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


	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."

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


		Three months ended September 30,				Nine months ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Adjusted Property EBITDA (2)
Adjusted Property EBITDAR (1)										Adjusted Property EBITDAR (1)
Macau Operations:	Macau Operations:									Macau Operations:
Wynn Palace	Wynn Palace	$	(21,808)	$	12,112	$	(72,622)	$	93,036	Wynn Palace	$	177,048	$	(21,808)	$	444,713	$	(72,622)
Wynn Macau	Wynn Macau	(43,806)		(1,939)		(88,878)		28,703		Wynn Macau	77,939		(43,806)		212,274		(88,878)
Total Macau Operations	Total Macau Operations	(65,614)		10,173		(161,500)		121,739		Total Macau Operations	254,987		(65,614)		656,987		(161,500)
Las Vegas Operations	Las Vegas Operations	195,760		183,416		581,844		344,719		Las Vegas Operations	219,740		195,760		675,458		581,844
Encore Boston Harbor	Encore Boston Harbor	61,136		64,565		180,132		141,844		Encore Boston Harbor	60,498		61,136		193,016		180,132
Wynn Interactive	Wynn Interactive	(17,748)		(103,593)		(70,202)		(187,961)		Wynn Interactive	(4,864)		(17,748)		(40,896)		(70,202)
Total	Total	173,534		154,561		530,274		420,341		Total	530,361		173,534		1,484,565		530,274
Other operating expenses	Other operating expenses									Other operating expenses
Pre-opening	Pre-opening	6,447		1,333		13,396		5,455		Pre-opening	867		6,447		6,822		13,396
Depreciation and amortization	Depreciation and amortization	172,502		177,110		520,026		545,538		Depreciation and amortization	171,969		172,502		510,743		520,026
Property charges and other		4,733		15,301		77,362		26,569
Impairment of goodwill and intangible assets										Impairment of goodwill and intangible assets	93,990		—		94,490		48,036
Property charges and other (2)										Property charges and other (2)	114,288		4,733		132,265		29,326
Corporate expenses and other	Corporate expenses and other	22,769		18,901		70,805		56,663		Corporate expenses and other	35,104		22,769		102,342		70,805
Stock-based compensation	Stock-based compensation	20,074		25,580		48,569		75,033		Stock-based compensation	16,144		20,074		49,139		48,569
Triple-net operating lease expense										Triple-net operating lease expense	35,404		—		106,318		—
Total other operating expenses	Total other operating expenses	226,525		238,225		730,158		709,258		Total other operating expenses	467,766		226,525		1,002,119		730,158
Operating loss		(52,991)		(83,664)		(199,884)		(288,917)
Operating income (loss)										Operating income (loss)	62,595		(52,991)		482,446		(199,884)
Other non-operating income and expenses	Other non-operating income and expenses									Other non-operating income and expenses
Interest income	Interest income	6,892		507		10,863		2,131		Interest income	46,534		6,892		130,854		10,863
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(165,277)		(150,325)		(472,265)		(453,601)		Interest expense, net of amounts capitalized	(188,571)		(165,277)		(566,554)		(472,265)
Change in derivatives fair value	Change in derivatives fair value	5,839		1,176		14,801		6,557		Change in derivatives fair value	(50,637)		5,839		(3,255)		14,801
Loss on extinguishment of debt		—		(738)		—		(2,060)
Gain (loss) on debt financing transactions										Gain (loss) on debt financing transactions	2,928		—		(12,683)		—
Other	Other	(864)		(11,784)		(26,090)		(17,324)		Other	3,861		(864)		(19,794)		(26,090)
Total other non-operating income and expenses	Total other non-operating income and expenses	(153,410)		(161,164)		(472,691)		(464,297)		Total other non-operating income and expenses	(185,885)		(153,410)		(471,432)		(472,691)
Loss before income taxes		(206,401)		(244,828)		(672,575)		(753,214)
Provision for income taxes		(1,390)		(1,155)		(3,248)		(2,345)
Net loss		(207,791)		(245,983)		(675,823)		(755,559)
Net loss attributable to noncontrolling interests		64,899		79,734		219,556		176,963
Net loss attributable to Wynn Resorts, Limited		$	(142,892)	$	(166,249)	$	(456,267)	$	(578,596)
Income (loss) before income taxes										Income (loss) before income taxes	(123,290)		(206,401)		11,014		(672,575)
Benefit (provision) for income taxes										Benefit (provision) for income taxes	2,749		(1,390)		(2,574)		(3,248)
Net income (loss)										Net income (loss)	(120,541)		(207,791)		8,440		(675,823)
Net (income) loss attributable to noncontrolling interests										Net (income) loss attributable to noncontrolling interests	3,863		64,899		(7,602)		219,556
Net income (loss) attributable to Wynn Resorts, Limited										Net income (loss) attributable to Wynn Resorts, Limited	$	(116,678)	$	(142,892)	$	838	$	(456,267)

(1) ~~Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 14, "Leases".~~

~~(2)~~ "Adjusted Property ~~EBITDA"~~EBITDAR" is net ~~loss~~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, ~~loss~~gain (loss) on ~~extinguishment of~~ debt financing transactions, and other non-operating income and expenses. ~~The Company~~ ~~uses~~ Adjusted Property ~~EBITDA to manage the operating results of its segments.~~ ~~Adjusted Property EBITDA~~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 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 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~~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 net ~~loss,~~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, 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.

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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~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

September 30, 2022 December 31, 2021
Assets
Macau Operations:
Wynn Palace $ 2,946,199 $ 3,122,424
Wynn Macau 739,488 1,032,521
Other Macau 1,054,392 1,173,913
Total Macau Operations 4,740,079 5,328,858
Las Vegas Operations 3,154,964 3,063,897
Encore Boston Harbor 2,088,418 2,193,117
Wynn Interactive 248,871 287,805
Corporate and other 1,547,013 1,657,149
Total $ 11,779,345 $ 12,530,826

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

The following discussion should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements appearing in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2021.~~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 "Forward-Looking Statements."

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, ~~2021~~2022 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

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

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

•~~our ability to maintain our gaming licenses and concessions, including the renewal or extension of the concession in Macau that expires on December 31, 2022 and the amendments to the Macau gaming law;~~

•~~our dependence on key employees;~~

•general global political and economic conditions, in the U.S. and China (including the Chinese government's ongoing anti-corruption campaign), which may impact levels of travel, leisure, and consumer spending;

•~~restrictions or conditions on visitation by citizens of PRC and other regions 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 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 (such as limited labor resources, government labor and gaming policies, transportation infrastructure, supply chain disruptions, cost increases, environmental regulation, and our ability to ~~secure necessary permits~~maintain our customer relationships and ~~approvals);~~collect and enforce gaming receivables;

•win rates for our gaming operations;

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

•~~legalization and growth of gaming in other jurisdictions;~~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 regulations related to taxation, including changes in the ~~administration~~rates of ~~such laws;~~taxation;

•~~continued~~our collection and use of personal data and our level of compliance with ~~all provisions in our debt agreements;~~

•~~conditions precedent to funding under our~~applicable governmental regulations, credit ~~facilities;~~

•~~leverage~~card industry standards and ~~debt service (including sensitivity to fluctuations in interest rates);~~other applicable data security standards;

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•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.~~levels;

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•risks specifically associated with our Macau Operations;

•the level of our indebtedness and our ability to meet our debt service obligations (including sensitivity to fluctuations in interest rates); and

•continued compliance with the covenants in our debt agreements

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC. 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"), ~~we operate~~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 ~~own 100% of and~~ operate Encore Boston Harbor, an integrated resort. We also hold an approximately ~~85%~~97% interest in, and consolidate, Wynn Interactive Ltd. ("Wynn Interactive"), through which we operate ~~online~~WynnBET, our digital sports betting and casino gaming ~~and social casino businesses.~~

~~Recent Developments Related to COVID-19~~

~~Macau Operations~~

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, and mandatory quarantine, among other things, and the suspension or reduced accessibility of transportation to and from Macau. Although there have been periods during which certain restrictions and conditions were eased by the Macau government to allow for greater visitation and quarantine-free travel to Macau, adverse and evolving conditions created by and in response to the COVID-19 pandemic may cause these restrictions and conditions to be reintroduced. For example, in response to an outbreak in Macau which initially commenced in mid-June 2022, the Macau government extended its COVID-19 containment measures, which included the closures of gaming operations in full as of July 11, 2022, and the closure and the limiting of the opening hours and/or operational capacity of various areas and facilities in Macau. On July 23, 2022, gaming operations at Wynn Palace and Wynn Macau resumed on a limited basis. Certain travel-related restrictions and conditions, which continue to reduce visitation and impact our financial results, remain in effect at the present time. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of containment measures, management cannot predict whether future closures, in full or in part, will occur in our properties, and cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

~~Macau Gaming Concession~~

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

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

In June 2022, the Macau government published amendments to the Macau gaming law approved by the Macau Legislative Assembly. These amendments include, for example, the awarding of up to six gaming concessions with a term up to ten years with a maximum three-year extension possible, and an increase in the minimum capital requirement applicable to concession holders to MOP5.0 billion (approximately $625.0 million), an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15% from 10% and a prohibition on revenue sharing arrangements between gaming promoters and concession holders. On July 27, 2022, the Macau government officially launched the public tender process for the awarding of concessions for the operation of games of chance or other games in casinos. On September 13, 2022, WRM submitted its tender to the Macau government. At this time we believe that our concession agreement will be further extended, renewed or replaced by a new gaming concession agreement beyond December 31, 2022. However, it is possible the Macau government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.

If we are unable to further extend or renew our concession agreement or obtain a new gaming concession agreement, an election by the WML Senior Notes holders to exercise the Special Put Option and the triggering of the Property Mandatory Prepayment Event would have a material adverse effect on our business, financial condition, results of operations, and cash flows.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.

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•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 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%; however, reduced gaming volumes as a result of COVID-19 containment measures implemented in Macau may cause volatility in our Macau Operations’ VIP win percentages.

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 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%.

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Results of Operations

Summary of third quarter ~~2022~~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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change 2022 2021 Increase/ (Decrease) Percent Change
Operating revenues $ 889,722 $ 994,644 $ (104,922) (10.5) $ 2,751,888 $ 2,721,439 $ 30,449 1.1
Net loss attributable to Wynn Resorts, Limited (142,892) (166,249) 23,357 14.0 (456,267) (578,596) 122,329 21.1
Diluted net loss per share (1.27) (1.45) 0.18 12.4 (4.00) (5.10) 1.10 21.6
Adjusted Property EBITDA (1)
173,534 154,561 18,973 12.3 530,274 420,341 109,933 26.2

~~(1) See Item 1—"Financial Statements," Note 18, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.~~NM - Not Meaningful.

The ~~decrease~~increase in operating revenues for the three months ended September 30, ~~2022~~2023 was primarily driven by ~~decreases~~increases of ~~$106.1~~$449.5 million and ~~$90.3~~$254.6 million from Wynn Palace and Wynn Macau, respectively, resulting from ~~a decrease~~an increase in gaming volumes, due to the 12-day closure of our casino operations in Macau in July, as well as other travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic. The decrease in operating revenues was partially offset by increases in operating revenues of $68.4 million and $19.6 million at our Las Vegas Operations and Encore Boston Harbor, respectively, resulting from increased gaming volumes as well as increases in hotel occupancy, and covers at restaurants.

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

The increase in Adjusted Property EBITDA for the three months ended September 30, 2022 was primarily driven by increased operating revenues at our Las Vegas Operations and Wynn Interactive, respectively, offset by a decrease in gaming volumes at Wynn Palace and Wynn Macau, respectively, primarily due to certain travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, related to the COVID-19 pandemic. ~~Adjusted Property EBITDA~~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 ~~$12.3 million and $85.8 million~~business volumes at our ~~Las Vegas~~Macau Operations ~~and Wynn Interactive, respectively and decreased $33.9 million, $41.9 million, and $3.4 million at Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively.~~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, ~~2022~~2023 compared to the three months ended September 30, ~~2021.~~2022.

Operating revenues

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


		Three Months Ended September 30,								Three Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues	Operating revenues								Operating revenues
Macau Operations:	Macau Operations:								Macau Operations:
Wynn Palace	Wynn Palace	$	75,248	$	181,323	$	(106,075)	(58.5)	Wynn Palace	$	524,773	$	75,248	$	449,525	597.4
Wynn Macau	Wynn Macau	40,368		130,662		(90,294)		(69.1)	Wynn Macau	295,016		40,368		254,648		630.8
Total Macau Operations	Total Macau Operations	115,616		311,985		(196,369)		(62.9)	Total Macau Operations	819,789		115,616		704,173		609.1
Las Vegas Operations	Las Vegas Operations	544,389		476,003		68,386		14.4	Las Vegas Operations	618,966		544,389		74,577		13.7
Encore Boston Harbor	Encore Boston Harbor	211,783		192,214		19,569		10.2	Encore Boston Harbor	210,403		211,783		(1,380)		(0.7)
Wynn Interactive	Wynn Interactive	17,934		14,442		3,492		24.2	Wynn Interactive	22,778		17,934		4,844		27.0
		$	889,722	$	994,644	$	(104,922)	(10.5)		$	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,								Three Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues	Operating revenues								Operating revenues
Casino revenues	Casino revenues	$	359,876	$	496,264	$	(136,388)	(27.5)	Casino revenues	$	972,453	$	359,876	$	612,577	170.2
Non-casino revenues:	Non-casino revenues:								Non-casino revenues:
Rooms	Rooms	197,212		173,817		23,395		13.5	Rooms	289,338		197,212		92,126		46.7
Food and beverage	Food and beverage	224,730		217,501		7,229		3.3	Food and beverage	267,432		224,730		42,702		19.0
Entertainment, retail and other	Entertainment, retail and other	107,904		107,062		842		0.8	Entertainment, retail and other	142,713		107,904		34,809		32.3
Total non-casino revenues	Total non-casino revenues	529,846		498,380		31,466		6.3	Total non-casino revenues	699,483		529,846		169,637		32.0
		$	889,722	$	994,644	$	(104,922)	(10.5)		$	1,671,936	$	889,722	$	782,214	87.9

Casino revenues for the three months ended September 30, ~~2022~~2023 were ~~40.4%~~58.2% of operating revenues, compared to ~~49.9%~~40.4% for the same period of ~~2021.~~2022. Non-casino revenues for the three months ended September 30, ~~2022~~2023 were ~~59.6%~~41.8% of operating revenues, compared to ~~50.1%~~59.6% for the same period of ~~2021.~~2022.

Casino revenues

Casino revenues ~~decreased~~increased primarily due to ~~decreased VIP turnover and table games win and mass market table drop and table games win~~higher gaming volumes at our Macau Operations ~~partially offset by increased table drop, table games win~~following the discontinuation of pandemic-related travel restrictions in Macau in late 2022 and ~~slot machine win at our Las Vegas Operations and Encore Boston Harbor.~~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,
2022 2021 Increase/ (Decrease) Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues $ 45,361 $ 134,064 $ (88,703) (66.2)
VIP:
Average number of table games 49 89 (40) (44.9)
VIP turnover $ 283,744 $ 1,234,733 $ (950,989) (77.0)
VIP table games win $ 9,271 $ 54,943 $ (45,672) (83.1)
VIP win as a % of turnover 3.27 % 4.45 % (1.18)
Table games win per unit per day $ 2,381 $ 6,691 $ (4,310) (64.4)
Mass market:
Average number of table games 212 231 (19) (8.2)
Table drop $ 197,066 $ 508,779 $ (311,713) (61.3)
Table games win $ 42,449 $ 110,820 $ (68,371) (61.7)
Table games win % 21.5 % 21.8 % (0.3)
Table games win per unit per day $ 2,501 $ 5,223 $ (2,722) (52.1)
Average number of slot machines 607 712 (105) (14.7)
Slot machine handle $ 121,522 $ 327,017 $ (205,495) (62.8)
Slot machine win $ 5,418 $ 11,538 $ (6,120) (53.0)
Slot machine win per unit per day $ 112 $ 176 $ (64) (36.4)
Wynn Macau:
Total casino revenues $ 22,832 $ 98,264 $ (75,432) (76.8)
VIP:
Average number of table games 39 75 (36) (48.0)
VIP turnover $ 152,872 $ 1,335,694 $ (1,182,822) (88.6)
VIP table games win $ 2,389 $ 32,602 $ (30,213) (92.7)
VIP win as a % of turnover 1.56 % 2.44 % (0.88)
Table games win per unit per day $ 771 $ 4,704 $ (3,933) (83.6)
Mass market:
Average number of table games 230 238 (8) (3.4)
Table drop $ 167,539 $ 441,899 $ (274,360) (62.1)
Table games win $ 22,232 $ 87,132 $ (64,900) (74.5)
Table games win % 13.3 % 19.7 % (6.4)
Table games win per unit per day $ 1,211 $ 3,972 $ (2,761) (69.5)
Average number of slot machines 641 574 67 11.7
Slot machine handle $ 193,680 $ 200,543 $ (6,863) (3.4)
Slot machine win $ 6,961 $ 9,142 $ (2,181) (23.9)
Slot machine win per unit per day $ 136 $ 173 $ (37) (21.4)

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Three Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Las Vegas Operations:
Total casino revenues $ 134,314 $ 112,575 $ 21,739 19.3
Average number of table games 237 224 13 5.8
Table drop $ 570,419 $ 507,188 $ 63,231 12.5
Table games win $ 118,263 $ 110,265 $ 7,998 7.3
Table games win % 20.7 % 21.7 % (1.0)
Table games win per unit per day $ 5,420 $ 5,354 $ 66 1.2
Average number of slot machines 1,693 1,746 (53) (3.0)
Slot machine handle $ 1,522,512 $ 1,156,858 $ 365,654 31.6
Slot machine win $ 107,575 $ 80,303 $ 27,272 34.0
Slot machine win per unit per day $ 691 $ 500 $ 191 38.2
Poker rake $ 3,848 $ 2,910 $ 938 32.2
Encore Boston Harbor (1):
Total casino revenues $ 157,369 $ 151,361 $ 6,008 4.0
Average number of table games 188 181 7 3.9
Table drop $ 364,844 $ 350,145 $ 14,699 4.2
Table games win $ 76,970 $ 74,818 $ 2,152 2.9
Table games win % 21.1 % 21.4 % (0.3)
Table games win per unit per day $ 4,448 $ 4,498 $ (50) (1.1)
Average number of slot machines 2,706 2,734 (28) (1.0)
Slot machine handle $ 1,288,250 $ 1,196,299 $ 91,951 7.7
Slot machine win $ 104,122 $ 98,816 $ 5,306 5.4
Slot machine win per unit per day $ 418 $ 393 $ 25 6.4
Poker rake $ 2,554 $ — $ 2,554 NM

~~NM - Not meaningful.~~

(1) On January 25, 2021, Encore Boston Harbor restored 24-hour casino operations and reopened its hotel tower on a Thursday through Sunday weekly schedule. The property reopened its hotel tower to seven days per week as of September 1, 2021.


	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.

Table of Contents

Non-casino revenues

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

Three Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands) $ 6,974 $ 15,639 $ (8,665) (55.4)
Occupancy 28.1 % 51.9 % (23.8)
ADR $ 145 $ 187 $ (42) (22.5)
REVPAR $ 41 $ 97 $ (56) (57.7)
Wynn Macau:
Total room revenues (dollars in thousands) $ 4,395 $ 10,896 $ (6,501) (59.7)
Occupancy 31.4 % 51.3 % (19.9)
ADR $ 137 $ 211 $ (74) (35.1)
REVPAR $ 43 $ 108 $ (65) (60.2)
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 162,125 $ 132,705 $ 29,420 22.2
Occupancy 88.8 % 83.0 % 5.8
ADR $ 426 $ 392 $ 34 8.7
REVPAR $ 378 $ 326 $ 52 16.0
Encore Boston Harbor (1):
Total room revenues (dollars in thousands) $ 23,718 $ 14,578 $ 9,140 62.7
Occupancy 97.0 % 87.8 % 9.2
ADR $ 398 $ 351 $ 47 13.4
REVPAR $ 386 $ 308 $ 78 25.3

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


	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 ~~$23.4~~$92.1 million, primarily due to higher occupancy and ADR at our ~~Las Vegas Operations and Encore Boston Harbor.~~Macau Operations.

Food and beverage revenues increased ~~$7.2~~$42.7 million ~~primarily due to~~as a result of increased restaurant covers at our ~~Las Vegas~~Macau Operations.

Entertainment, retail and other revenues increased ~~$0.8~~$34.8 million, primarily due to higher business volumes at our Macau Operations and our Las Vegas Operations, including an increase in ~~visitation to~~revenues of $10.6 million from entertainment venue and convention-related sales at our Las Vegas ~~Operations.~~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,								Three Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change
Operating expenses:	Operating expenses:								Operating expenses:
Casino	Casino	$	239,901	$	315,316	$	(75,415)	(23.9)	Casino	$	577,733	$	239,901	$	337,832	140.8
Rooms	Rooms	67,689		52,100		15,589		29.9	Rooms	77,790		67,689		10,101		14.9
Food and beverage	Food and beverage	185,388		163,655		21,733		13.3	Food and beverage	220,835		185,388		35,447		19.1
Entertainment, retail and other	Entertainment, retail and other	72,964		156,490		(83,526)		(53.4)	Entertainment, retail and other	82,554		72,964		9,590		13.1
General and administrative	General and administrative	201,275		197,350		3,925		2.0	General and administrative	268,445		201,275		67,170		33.4
Provision for credit losses	Provision for credit losses	(8,186)		(347)		(7,839)		2,259.1	Provision for credit losses	870		(8,186)		9,056		NM
Pre-opening	Pre-opening	6,447		1,333		5,114		383.6	Pre-opening	867		6,447		(5,580)		(86.6)
Depreciation and amortization	Depreciation and amortization	172,502		177,110		(4,608)		(2.6)	Depreciation and amortization	171,969		172,502		(533)		(0.3)
Impairment of goodwill and intangible assets									Impairment of goodwill and intangible assets	93,990		—		93,990		NM
Property charges and other	Property charges and other	4,733		15,301		(10,568)		(69.1)	Property charges and other	114,288		4,733		109,555		NM
Total operating expenses	Total operating expenses	$	942,713	$	1,078,308	$	(135,595)	(12.6)	Total operating expenses	$	1,609,341	$	942,713	$	666,628	70.7

NM - Not meaningful.

~~Total~~The increase in total operating expenses ~~decreased $135.6 million compared to the three months ended September 30, 2021,~~was primarily due to ~~decreased casino, entertainment, retail~~increased operating costs associated with higher business volumes at each of our properties and ~~other, provision for credit losses,~~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 ~~other expenses, partially offset by increased room, food and beverage, and pre-opening expenses.~~iGaming platform, WynnBET, in certain jurisdictions.

Casino expenses ~~decreased $51.5~~increased $213.3 million and ~~$39.9~~$116.3 million at Wynn Palace and Wynn Macau, respectively. These ~~decreases were primarily due to reductions~~increases resulted from higher operating costs, including $197.9 million and $109.1 million in incremental gaming tax expense ~~driven by the declines in casino revenues~~ at ~~each of~~ Wynn Palace and Wynn Macau, ~~resulting from~~respectively, driven by the ~~effects of the COVID-19 pandemic, partially offset by~~increase in casino revenues.

Room expenses increased ~~casino expenses of $10.1~~$5.7 million and ~~$5.8~~$3.2 million at our Las Vegas Operations and ~~Encore Boston Harbor, respectively, primarily due to increased~~Wynn Palace, respectively. These increases resulted from higher operating costs ~~including gaming tax expense, driven by the~~related to an increase in ~~casino revenues.~~room revenues at our Las Vegas Operations and Wynn Palace.

~~Room~~

Food and beverage expenses increased ~~$9.2~~$18.5 million, $11.0 million, and ~~$7.4~~$6.5 million at our Las Vegas Operations, Wynn Palace, and ~~Encore Boston Harbor,~~Wynn Macau, respectively. These increases ~~were primarily a result of~~resulted from higher operating costs related to ~~the~~an increase in ~~occupancy.~~

~~Food~~food and beverage revenues at our Las Vegas Operations, Wynn Palace, and Wynn Macau.

Entertainment, retail and other expenses increased ~~$22.3~~$8.9 million, $7.6 million, and ~~$3.7~~$2.5 million at our Las Vegas Operations, Wynn Palace, and ~~Encore Boston Harbor, respectively. These increases were~~Wynn Macau, respectively, primarily ~~a result of~~due to higher operating costs related to ~~the increase in food and beverage~~increased revenues ~~as well as higher nightlife entertainment costs associated with increased business volumes~~ at our Las Vegas ~~Operations' nightlife venues.~~

~~Entertainment, retail~~Operations and our Macau Operations. These increases were partially offset by a decrease in marketing and other ~~expenses decreased $86.4~~operational costs of $9.7 million at Wynn ~~Interactive,~~Interactive.

General and administrative expenses increased primarily due to ~~decreased marketing costs, partially offset by~~triple-net operating lease expense of $35.4 million at Encore Boston Harbor following the sale-leaseback transaction in December 2022, an increase of ~~$7.1~~$11.0 million at our Las Vegas ~~operations, due~~Operations attributable to payroll and other general and administrative expenses required to support higher ~~operating costs associated with~~business volumes. In addition, corporate and other general and administrative expenses increased ~~levels of business.~~

~~Provision for credit losses decreased $5.2~~$12.7 million, ~~$1.4 million, and $0.9 million at Wynn Palace, our Las Vegas Operations, and Wynn Macau, respectively. These decreases were~~ primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.increased development costs.

~~For~~

During the three months ended September 30, ~~2022, pre-opening~~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 ~~totaled $6.4 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas to host an all-new, exclusive theatrical production,~~ ~~Awakening, which premiered in November 2022. For~~for the three months ended September 30, ~~2021, pre-opening~~2023 consisted primarily of contract termination and other expenses ~~totaled~~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, which primarily related to restaurant remodels at our Las Vegas Operations.~~

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

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~~

~~Table of Contents~~

~~of $1.9 million at Wynn Macau. Property charges and other expenses for the quarter ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive.~~

~~Interest expense, net of capitalized interest~~

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

Three Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 165,277 $ 150,325 $ 14,952 9.9
Weighted average total debt balance $ 12,222,392 $ 12,044,272
Weighted average interest rate 5.41 % 4.99 %

~~Interest costs increased primarily due to an increase in the weighted average interest rate.~~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 ~~incurred a foreign currency remeasurement loss~~recorded interest income of ~~$0.9 million and $11.8~~$46.5 million for the three months ended September 30, ~~2022~~2023 primarily related to interest earned on cash and ~~2021,~~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 ~~MOP,~~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 and $1.2~~ million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~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 and $1.2~~ million for the three months ended September 30, 2023 and 2022, ~~and 2021,~~ 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. ~~Income~~

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 ~~in 2021 primarily related to~~for the ~~Macau dividend tax agreement that provides for an annual payment as complementary tax otherwise due by stockholders~~period the release is recorded. However, the exact timing and amount of ~~WRM.~~the valuation allowance release are uncertain.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was ~~$64.9~~$3.9 million and ~~$79.7~~$64.9 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~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, ~~2022~~2023 compared to the nine months ended September 30, ~~2021.~~2022.

Operating revenues

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


		Nine Months Ended September 30,								Nine Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues	Operating revenues								Operating revenues
Macau Operations:	Macau Operations:								Macau Operations:
Wynn Palace	Wynn Palace	$	297,224	$	689,020	$	(391,796)	(56.9)	Wynn Palace	$	1,362,486	$	297,224	$	1,065,262	358.4
Wynn Macau	Wynn Macau	234,051		494,341		(260,290)		(52.7)	Wynn Macau	827,335		234,051		593,284		253.5
Total Macau Operations	Total Macau Operations	531,275		1,183,361		(652,086)		(55.1)	Total Macau Operations	2,189,821		531,275		1,658,546		312.2
Las Vegas Operations	Las Vegas Operations	1,546,644		1,009,785		536,859		53.2	Las Vegas Operations	1,783,802		1,546,644		237,158		15.3
Encore Boston Harbor	Encore Boston Harbor	612,733		487,545		125,188		25.7	Encore Boston Harbor	648,641		612,733		35,908		5.9
Wynn Interactive	Wynn Interactive	61,236		40,748		20,488		50.3	Wynn Interactive	69,173		61,236		7,937		13.0
		$	2,751,888	$	2,721,439	$	30,449	1.1		$	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,								Nine Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues	Operating revenues								Operating revenues
Casino revenues	Casino revenues	$	1,209,323	$	1,615,228	$	(405,905)	(25.1)	Casino revenues	$	2,652,444	$	1,209,323	$	1,443,121	119.3
Non-casino revenues:	Non-casino revenues:								Non-casino revenues:
Rooms	Rooms	568,886		387,772		181,114		46.7	Rooms	838,372		568,886		269,486		47.4
Food and beverage	Food and beverage	628,566		435,152		193,414		44.4	Food and beverage	757,079		628,566		128,513		20.4
Entertainment, retail and other	Entertainment, retail and other	345,113		283,287		61,826		21.8	Entertainment, retail and other	443,542		345,113		98,429		28.5
Total non-casino revenues	Total non-casino revenues	1,542,565		1,106,211		436,354		39.4	Total non-casino revenues	2,038,993		1,542,565		496,428		32.2
		$	2,751,888	$	2,721,439	$	30,449	1.1		$	4,691,437	$	2,751,888	$	1,939,549	70.5

Casino revenues for the nine months ended September 30, ~~2022~~2023 were ~~43.9%~~56.5% of operating revenues, compared to ~~59.4%~~43.9% for the same period of ~~2021.~~2022. Non-casino revenues for the nine months ended September 30, ~~2022~~2023 were ~~56.1%~~43.5% of operating revenues, compared to ~~40.6%~~56.1% for the same period of ~~2021.~~

~~Table of Contents~~

~~Casino revenues~~

Casino revenues decreased primarily due to decreased VIP turnover and table games win and mass market table drop and table games win at our Macau Operations, partially offset by increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor. 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,
2022 2021 Increase/ (Decrease) Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues $ 186,968 $ 532,040 $ (345,072) (64.9)
VIP:
Average number of table games 54 96 (42) (43.8)
VIP turnover $ 1,593,761 $ 5,246,296 $ (3,652,535) (69.6)
VIP table games win $ 22,353 $ 222,968 $ (200,615) (90.0)
VIP win as a % of turnover 1.40 % 4.25 % (2.85)
Table games win per unit per day $ 1,587 $ 8,548 $ (6,961) (81.4)
Mass market:
Average number of table games 226 227 (1) (0.4)
Table drop $ 939,474 $ 1,823,792 $ (884,318) (48.5)
Table games win $ 195,205 $ 406,016 $ (210,811) (51.9)
Table games win % 20.8 % 22.3 % (1.5)
Table games win per unit per day $ 3,305 $ 6,555 $ (3,250) (49.6)
Average number of slot machines 638 708 (70) (9.9)
Slot machine handle $ 502,856 $ 1,107,058 $ (604,202) (54.6)
Slot machine win $ 22,989 $ 44,553 $ (21,564) (48.4)
Slot machine win per unit per day $ 138 $ 230 $ (92) (40.0)
Wynn Macau:
Total casino revenues $ 165,221 $ 379,610 $ (214,389) (56.5)
VIP:
Average number of table games 38 83 (45) (54.2)
VIP turnover $ 1,341,567 $ 4,629,987 $ (3,288,420) (71.0)
VIP table games win $ 50,864 $ 130,624 $ (79,760) (61.1)
VIP win as a % of turnover 3.79 % 2.82 % 0.97
Table games win per unit per day $ 5,164 $ 5,745 $ (581) (10.1)
Mass market:
Average number of table games 242 239 3 1.3
Table drop $ 852,832 $ 1,703,189 $ (850,357) (49.9)
Table games win $ 135,074 $ 321,236 $ (186,162) (58.0)
Table games win % 15.8 % 18.9 % (3.1)
Table games win per unit per day $ 2,140 $ 4,914 $ (2,774) (56.5)
Average number of slot machines 630 583 47 8.1
Slot machine handle $ 676,531 $ 802,337 $ (125,806) (15.7)
Slot machine win $ 23,902 $ 28,573 $ (4,671) (16.3)
Slot machine win per unit per day $ 145 $ 179 $ (34) (19.0)

2022.

Table of Contents

Nine Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Las Vegas Operations (1):
Total casino revenues $ 393,930 $ 305,253 $ 88,677 29.1
Average number of table games 234 205 29 14.1
Table drop $ 1,683,317 $ 1,258,733 $ 424,584 33.7
Table games win $ 386,306 $ 285,939 $ 100,367 35.1
Table games win % 22.9 % 22.7 % 0.2
Table games win per unit per day $ 6,047 $ 5,117 $ 930 18.2
Average number of slot machines 1,711 1,670 41 2.5
Slot machine handle $ 4,026,675 $ 3,063,267 $ 963,408 31.5
Slot machine win $ 278,250 $ 209,682 $ 68,568 32.7
Slot machine win per unit per day $ 596 $ 460 $ 136 29.6
Poker rake $ 12,729 $ 8,704 $ 4,025 46.2
Encore Boston Harbor (2):
Total casino revenues $ 463,204 $ 398,325 $ 64,879 16.3
Average number of table games 185 192 (7) (3.6)
Table drop $ 1,077,261 $ 890,777 $ 186,484 20.9
Table games win $ 234,024 $ 189,070 $ 44,954 23.8
Table games win % 21.7 % 21.2 % 0.5
Table games win per unit per day $ 4,624 $ 3,613 $ 1,011 28.0
Average number of slot machines 2,754 2,268 486 21.4
Slot machine handle $ 3,703,990 $ 3,204,272 $ 499,718 15.6
Slot machine win $ 298,842 $ 263,197 $ 35,645 13.5
Slot machine win per unit per day $ 397 $ 425 $ (28) (6.6)
Poker rake $ 4,580 $ — $ 4,580 NM
Casino revenues

~~NM - Not meaningful.~~

~~(1) On October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week~~Casino revenues increased primarily due to ~~reduced customer demand levels. On April 8, 2021, Encore~~higher gaming volumes at ~~Wynn Las Vegas resumed full operations.~~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):

(2) On January 25, 2021, Encore Boston Harbor restored 24-hour casino operations and reopened its hotel tower on a Thursday through Sunday weekly schedule. The property reopened its hotel tower to seven days per week as of September 1, 2021.


	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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~~Non-casino revenues~~


	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.

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

Nine Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands) $ 27,813 $ 53,534 $ (25,721) (48.0)
Occupancy 34.4 % 61.1 % (26.7)
ADR $ 160 $ 181 $ (21) (11.6)
REVPAR $ 55 $ 111 $ (56) (50.5)
Wynn Macau:
Total room revenues (dollars in thousands) $ 18,547 $ 39,025 $ (20,478) (52.5)
Occupancy 37.4 % 60.0 % (22.6)
ADR $ 163 $ 217 $ (54) (24.9)
REVPAR $ 61 $ 130 $ (69) (53.1)
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 460,707 $ 266,250 $ 194,457 73.0
Occupancy 85.5 % 63.4 % 22.1
ADR $ 440 $ 360 $ 80 22.2
REVPAR $ 376 $ 228 $ 148 64.9
Encore Boston Harbor (1):
Total room revenues (dollars in thousands) $ 61,819 $ 28,963 $ 32,856 113.4
Occupancy 90.6 % 84.1 % 6.5
ADR $ 374 $ 320 $ 54 16.9
REVPAR $ 339 $ 269 $ 70 26.0

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

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

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

~~Entertainment, retail and other revenues increased $61.8 million, primarily due to an increase in visitation to our Las Vegas Operations.~~

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~~Operating expenses~~Non-casino revenues

The table below ~~presents~~sets forth our room revenues and associated key operating ~~expenses (dollars in thousands):~~

Nine Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Operating expenses:
Casino $ 808,044 $ 1,048,897 $ (240,853) (23.0)
Rooms 191,474 136,187 55,287 40.6
Food and beverage 517,515 354,709 162,806 45.9
Entertainment, retail and other 236,853 310,871 (74,018) (23.8)
General and administrative 598,433 574,669 23,764 4.1
Provision for credit losses (11,331) 7,461 (18,792) NM
Pre-opening 13,396 5,455 7,941 145.6
Depreciation and amortization 520,026 545,538 (25,512) (4.7)
Property charges and other 77,362 26,569 50,793 191.2
Total operating expenses $ 2,951,772 $ 3,010,356 $ (58,584) (1.9)

~~NM - Not meaningful.~~measures:

~~Total operating expenses decreased $58.6~~


	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, ~~compared to the nine months ended September 30, 2021,~~ primarily due to ~~decreased casino, entertainment, retail~~higher occupancy and ~~other, provision for credit losses,~~ADR at our Macau Operations and ~~depreciation and amortization expenses, partially offset by increased room, food and beverage, general and administrative, pre-opening, and property charges and other expenses.~~our Las Vegas Operations.

~~Casino expenses decreased $192.8~~Food and beverage revenues increased $128.5 million, ~~and $124.2 million at Wynn Palace and Wynn Macau, respectively. These decreases were~~ primarily due to ~~reductions in gaming tax expense driven by the declines in casino revenues at each of Wynn Palace and Wynn Macau, resulting from the effects of the COVID-19 pandemic, partially offset by~~ increased ~~casino expenses of $40.6 million and $35.6 million~~restaurant covers at our Las Vegas Operations and ~~Encore Boston Harbor, respectively primarily due to increased operating costs, including gaming tax expense, driven by the increase in casino revenues.~~

~~Room expenses increased $43.7 million and $16.1 million at~~ our ~~Las Vegas Operations and Encore Boston Harbor, respectively. These increases were primarily a result of higher operating costs related to the increase in occupancy.~~

Food and beverage expenses increased $154.7 million and $16.9 million at our Las Vegas Operations and Encore Boston Harbor, respectively. These increases were primarily a result of higher operating costs related to the increase in food and beverage revenues as well as higher nightlife entertainment costs associated with increased business volumes at our Las Vegas Operations' nightlife venues.Macau Operations.

Entertainment, retail and other ~~expenses decreased $105.6~~revenues increased $98.4 million ~~at Wynn Interactive, primarily due to decreased marketing costs, partially offset by an increase of $32.7 million at our Las Vegas operations, primarily~~ due to higher ~~operating costs associated with increased levels~~business volumes across our properties, including an increase in revenues of ~~business.~~

~~General~~$31.0 million from entertainment venue and ~~administrative expenses increased primarily due to increases of $33.6 million and $13.8 million~~convention-related sales at our Las Vegas Operations and Encore Boston Harbor, respectively. These increases were attributable to increased payroll, operating costs, and general and administrative expenses required to support higher business volumes, partially offset by decreased general and administrative expensesan increase in revenues of ~~$13.9~~$27.2 million ~~and $13.2 million, at Wynn Palace and Wynn Macau, respectively, due to decreased payroll and operating costs attributable to lower business volumes.~~

~~The provision for credit losses decreased $7.6 million, $6.0 million, and $5.4 million~~from our leased retail outlets at our ~~Las Vegas Operations, Wynn Palace, and Wynn~~ Macau respectively. The decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.Operations.

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

~~Awakening~~

~~, which~~

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~~premiered~~Operating expenses

The table below presents operating expenses (dollars in ~~November 2022.~~ 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

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 $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, ~~2021,~~2023, pre-opening expenses totaled ~~$5.5~~$6.8 million, which primarily related to ~~restaurant remodels~~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 ~~our~~Wynn Las ~~Vegas Operations.~~Vegas.

~~Depreciation~~During the nine months ended September 30, 2023, the Company recognized impairment of goodwill and ~~amortization decreased $38.7~~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 ~~primarily due to certain furniture, fixture~~ and ~~equipment assets reaching the end of their useful lives in the first quarter of 2022.~~

our Las Vegas Operations, respectively. Property charges and other expenses for the nine months ended September 30, 2022 consisted primarily of ~~impairment~~restructuring costs of ~~goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively,~~ $7.1 million ~~of restructuring costs~~ related to Wynn Interactive's BetBull operations, as well as other contract termination expenses of $10.7 million and asset abandonments of $2.1 million related to Wynn Interactive, and other contingency expenses of $6.8 million at Wynn Macau. Property charges and other expenses for the nine months ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive and asset abandonments of $4.3 million and $4.1 million at our Las Vegas Operations and Wynn Palace, respectively.

~~Interest expense, net of capitalized interest~~

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

Nine Months Ended September 30,
2022 2021 Increase/ (Decrease) Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 472,265 $ 453,601 $ 18,664 4.1
Weighted average total debt balance $ 12,106,968 $ 12,257,424
Weighted average interest rate 5.20 % 4.93 %

~~Interest costs increased primarily due to an increase in the weighted average interest rate.~~

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 ~~$26.1~~$19.8 million and ~~$17.3~~$26.1 million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~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 and $6.6~~ million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, from change in derivatives fair value.

~~We recorded a $2.1 million loss on extinguishment of debt~~ The change in derivatives fair value for the nine months ended September 30, ~~2021~~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 ~~partial prepayment~~issuance of the ~~Wynn Macau Term Loan~~2031 WRF Senior Notes and the ~~prepayment~~repurchase of the ~~Wynn Macau Credit Facilities.~~tendered 2025 WRF Senior Notes.

Income taxes

We recorded an income tax expense of ~~$3.2~~$2.6 million and ~~$2.3~~$3.2 million for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ 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. ~~Income~~

Net ~~loss~~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 ~~and $177.0 million~~ for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. These amounts are primarily related to the noncontrolling interests' share of net ~~loss~~income (loss) from WML.

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~~Adjusted Property EBITDA~~Segment Information

WeAs further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 18, "Segment Information," we use Adjusted Property ~~EBITDA~~EBITDAR to manage the operating results of our segments. Adjusted Property ~~EBITDA~~EBITDAR is net ~~loss~~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, ~~loss~~gain (loss) on ~~extinguishment of~~ debt financing transactions, and other non-operating income and expenses. ~~We use~~ Adjusted Property ~~EBITDA to manage the operating results of our segments. Adjusted Property EBITDA~~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. We also present Adjusted Property ~~EBITDA~~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 ~~EBITDA~~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 ~~EBITDA~~EBITDAR calculations ~~preopening~~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 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 ~~loss,~~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. 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 ~~EBITDA.~~EBITDAR. Also, our calculation of Adjusted Property ~~EBITDA~~EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

The following table summarizes Adjusted Property ~~EBITDA~~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 ~~EBITDA~~EBITDAR to net ~~loss~~income (loss) attributable to Wynn Resorts, Limited.


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		2021		Increase/ (Decrease)		Percent Change	2022		2021		Increase/ (Decrease)		Percent Change		2023		2022		Increase/ (Decrease)		Percent Change	2023		2022		Increase/ (Decrease)		Percent Change
Wynn Palace	Wynn Palace	$	(21,808)	$	12,112	$	(33,920)	NM	$	(72,622)	$	93,036	$	(165,658)	NM	Wynn Palace	$	177,048	$	(21,808)	$	198,856	NM	$	444,713	$	(72,622)	$	517,335	NM
Wynn Macau	Wynn Macau	(43,806)		(1,939)		(41,867)		NM	(88,878)		28,703		(117,581)		NM	Wynn Macau	77,939		(43,806)		121,745		NM	212,274		(88,878)		301,152		NM
Las Vegas Operations	Las Vegas Operations	195,760		183,416		12,344		6.7	581,844		344,719		237,125		68.8	Las Vegas Operations	219,740		195,760		23,980		12.2	675,458		581,844		93,614		16.1
Encore Boston Harbor	Encore Boston Harbor	61,136		64,565		(3,429)		(5.3)	180,132		141,844		38,288		27.0	Encore Boston Harbor	60,498		61,136		(638)		(1.0)	193,016		180,132		12,884		7.2
Wynn Interactive	Wynn Interactive	(17,748)		(103,593)		85,845		82.9	(70,202)		(187,961)		117,759		62.7	Wynn Interactive	(4,864)		(17,748)		12,884		(72.6)	(40,896)		(70,202)		29,306		(41.7)

NM - Not meaningful.

Adjusted Property ~~EBITDA~~EBITDAR at Wynn Palace and Wynn Macau ~~decreased $33.9~~increased $198.9 million and ~~$41.9~~$121.7 million for the three months ended September 30, ~~2022~~2023, respectively, and ~~$165.7~~$517.3 million and ~~$117.6~~$301.2 million for the nine months ended September 30, ~~2022,~~2023, respectively, primarily due to ~~a decrease~~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 ~~a decrease~~an increase in operating expenses. Our Macau Operations for the three and nine months ended September 30, 2022 ~~continued to be~~were negatively impacted by certain travel-related restrictions and conditions ~~including COVID-19 testing and other procedures~~ related to the COVID-19 pandemic.

~~Adjusted Property EBITDA~~ 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 ~~Las Vegas~~Macau Operations ~~increased $12.3 million and $237.1 million~~ for the three and nine months ended September 30, ~~2022,~~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 ~~offset~~off by an increase in operating expenses.

Adjusted Property ~~EBITDA~~EBITDAR at Encore Boston Harbor decreased $3.4 million for the three months ended September 30, 2022, primarily due to an increase in operating expenses, partially offset by an increase in operating revenues. Adjusted Property EBITDA at Encore Boston Harborour Las Vegas Operations increased ~~$38.3~~$93.6 million for the nine months ended September 30, ~~2022,~~2023, primarily due to an increase in ~~operating~~ revenues from casino, hotel, and food and beverage operations, partially offset by ~~an increase in operating expenses.~~

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

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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,					Nine Months Ended September 30,
Cash Flows - Summary	Cash Flows - Summary	2022		2021		Cash Flows - Summary	2023		2022
Cash flows from operating activities	Cash flows from operating activities	$	(153,038)	$	(216,832)	Cash flows from operating activities	$	806,550	$	(153,038)

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	Capital expenditures, net of construction payables and retention	(273,251)		(213,088)		Capital expenditures, net of construction payables and retention	(329,428)		(273,251)
Purchase of investments						Purchase of investments	(786,519)		—
Purchase of intangible and other assets	Purchase of intangible and other assets	(10,919)		(19,741)		Purchase of intangible and other assets	(62,921)		(10,919)
Proceeds from sale of assets and other	Proceeds from sale of assets and other	485		3,689		Proceeds from sale of assets and other	490		485
Net cash used in investing activities	Net cash used in investing activities	(283,685)		(229,140)		Net cash used in investing activities	(1,178,378)		(283,685)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	211,435		1,141,026		Proceeds from issuance of long-term debt	1,200,000		211,435
Repayments of long-term debt	Repayments of long-term debt	(37,500)		(2,477,690)		Repayments of long-term debt	(1,522,812)		(37,500)
Proceeds from issuance of Wynn Resorts, Limited common stock		—		841,896
Repurchase of common stock	Repurchase of common stock	(178,624)		(11,004)		Repurchase of common stock	(71,019)		(178,624)
Proceeds from exercise of stock options						Proceeds from exercise of stock options	1,965		—
Proceeds from issuance of subsidiary common stock	Proceeds from issuance of subsidiary common stock	2,895		4,662		Proceeds from issuance of subsidiary common stock	—		2,895
Proceeds from sale of additional interest in joint venture		50,033		—
Proceeds from sale of noncontrolling interest in subsidiary						Proceeds from sale of noncontrolling interest in subsidiary	—		50,033
Distribution to noncontrolling interest	Distribution to noncontrolling interest	(21,505)		(11,843)		Distribution to noncontrolling interest	(15,929)		(21,505)
Dividends paid	Dividends paid	(1,316)		(932)		Dividends paid	(56,720)		(1,316)
Finance lease payments	Finance lease payments	(12,812)		(11,709)		Finance lease payments	(14,407)		(12,812)
Payments for financing costs	Payments for financing costs	(3,165)		(29,975)		Payments for financing costs	(41,160)		(3,165)
Net cash provided by (used in) financing activities		9,441		(555,569)
Other						Other	(7,773)		—
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(527,855)		9,441

Effect of exchange rate on cash, cash equivalents and restricted cash	Effect of exchange rate on cash, cash equivalents and restricted cash	(1,119)		(1,689)		Effect of exchange rate on cash, cash equivalents and restricted cash	(3,721)		(1,119)
Decrease in cash, cash equivalents and restricted cash	Decrease in cash, cash equivalents and restricted cash	$	(428,401)	$	(1,003,230)	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. During the nine months ended September 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

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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.

~~Table~~During the nine months ended September 30, 2023, we incurred capital expenditures of ~~Contents~~$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, ~~2021,~~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 ~~incurred capital expenditures~~repurchased 596,948 shares of ~~$118.7~~our common stock for approximately $56.2 million. We also made dividend payments of $56.7 million, ~~at our Las Vegas Operations primarily~~paid $41.2 million for financing costs related to the ~~Wynn Las Vegas room remodel,~~financing activities above and ~~$33.4~~used cash of $15.9 million ~~at Encore Boston Harbor, $24.4 million at Wynn Palace, and $18.3 million at Wynn Macau primarily related~~for distributions to ~~maintenance capital expenditures.~~noncontrolling interest holders of the Retail Joint Venture.

~~Financing Activities~~

During the nine months ended September 30, 2022, we repurchased 2,873,431 shares of our common stock for approximately $166.4 million. We also borrowed $211.4 million under the WM Cayman II Revolver and made quarterly amortization payments under the WRF Term Loan totaling $37.5 million. In addition, we received a $50.0 million contribution from a noncontrolling interest holder in exchange for a 49.9% interest in certain retail space contributed by the Company to the Retail Joint Venture and used cash of $21.5 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

During the nine months ended September 30, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver. We also paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan and prepaid the outstanding $1.26 billion of borrowings under the Wynn Macau Credit Facilities along with related financing costs, using proceeds from the borrowing of $1.09 billion under the WM Cayman II Revolver along with $200.0 million of cash. In addition, we made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

~~Capital Resources~~

The COVID-19 pandemic has materially impacted and is likely to continue to materially impact, our business, financial condition and results of operations. While we believe our unrestricted cash, cash flows from operations and revolver borrowing capacity will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruptions to our operations and to the U.S. and other global economies, which has had and will likely continue to have a negative impact on our operating income and could have a negative impact on our ability to access capital in the future.

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

Total Cash and Cash Equivalents Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries $ 997,110 $ —
Wynn Resorts Finance, LLC (1)
486,483 835,600
Wynn Resorts, Limited and other 459,912 —
Total $ 1,943,505 $ 835,600

~~(1) Excluding Wynn Macau, Limited and subsidiaries.~~

~~Wynn Macau, Limited and subsidiaries~~. WML generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver and its intercompany revolving loan facility with Wynn Resorts, Limited to fund working capital requirements as needed. In July 2022, we drew $211.4 million on the WM Cayman II Revolver for general corporate purposes.We expect to use this cash to fund working capital and capital expenditure requirements at WML and our Macau Operations, and to service our WML Senior Notes and WM Cayman II Revolver. WML paid no dividends during 2021 or the nine months ended September 30, 2022.

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

~~The final maturity of all outstanding loans under the Revolving Facility is September 16, 2025.~~

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Capital Resources

~~On May 5, 2022,~~

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 ~~its lenders agreed~~WML Convertible Bonds. WML paid no dividends during 2022 or the nine months ended September 30, 2023.

Pursuant to ~~waive certain financial covenants in~~ 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 ~~in respect of the relevant periods ending on the following applicable test dates: (a) June 30, 2022; (b) September 30, 2022; (c) December 31, 2022; and (d) March 31, 2023; and to provide for~~bear interest at HIBOR plus a ~~floor on the interest rate~~ margin of ~~2.625%~~1.875% to 2.875% per annum ~~through June 30, 2023.~~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 through~~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 ~~facility agreement.~~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, ~~2022,~~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 ~~due 2025, the WRF Senior Notes due 2029,~~ and the Wynn Las Vegas ~~(WLV)~~ 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 ~~June 2022,~~March 2023, we repurchased all of the outstanding Wynn Las Vegas ~~completed its hotel room remodel for total project costs~~4.25% Senior Notes due 2023 of ~~approximately $215 million.~~$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 ~~October 2022,~~August 2023, Wynn Las Vegas ~~completed~~repurchased $400.0 million aggregate principal amount of its ~~theater reconfiguration for total project costs~~5 1/2% Senior Notes due 2025, at a price equal to 94% of ~~approximately $110~~the principal amount, plus accrued interest and an early tender premium of $20.0 million ~~inclusive of approximately $25 million of remaining project costs. The specially redesigned theater was custom designed to host an all-new, exclusive theatrical production,~~ ~~Awakening, which premiered in November 2022.~~and the related fees and expenses, using cash held by Wynn Resorts.

~~As previously discussed, on February 15, 2022, we announced our entry into a sale-leaseback arrangement with respect~~The WRF Credit Agreement Amendment amends the WRF Credit Agreement to: (i) transition the benchmark rate from LIBOR to ~~certain real estate assets related~~Term SOFR and to ~~Encore Boston Harbor. Upon closing~~make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the ~~related transactions, currently expected~~revolving credit facility by $100.0 million, from $850.0 million to ~~take place~~$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 ~~fourth quarter of 2022,~~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 ~~regulatory approvals~~a stated maturity date of September 20, 2024, and ~~customary closing conditions, we expect~~lenders who elected not to ~~receive cash consideration of~~extend their term loan commitments in an amount equal to approximately ~~$1.7 billion in exchange for the sale of such real estate assets to an unrelated third party, and to concurrently enter into a lease agreement whereby the Company~~$75.6 million will lease such real estate assets for the purpose of continuing to operate the Encore Boston Harbor property. The lease agreement provides for an initial annual minimum rent of $100.0 million for an initial term of 30 years,remain subject to ~~certain annual rent escalations and renewal provisions. We expect to use the cash proceeds from the sale~~a stated maturity date of ~~the real estate assets for general corporate purposes, which may include the repayment of certain debt obligations.~~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 ~~this~~ cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to pay dividends, to fund ~~working capital needs of our subsidiaries,~~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.

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 Note 16, "Commitments and Contingencies."

In April 2016, our Board of Directors has authorized an equity repurchase program of up to ~~$1.0~~$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 ~~2,873,431~~596,948 shares of our common stock at an average price of

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~~$57.91~~ $94.11 per share, for an aggregate cost of ~~$166.4~~$56.2 million under this equity repurchase program during the three and nine months ended September 30, ~~2022.~~2023. As of September 30, ~~2022,~~2023, we had ~~$633.7~~$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 ~~including related to COVID-19,~~ 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, ~~2021. There~~2022. Except as described below, there have been no significant changes to these policies for the nine months ended September 30, ~~2022.~~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 Sensitivity

As of September 30, ~~2022,~~2023, approximately ~~76%~~25% of our long-term debt was based on ~~fixed~~variable rates. Based on our outstanding borrowings as of September 30, ~~2022,~~2023, an assumed 100 basis point ~~change~~increase and decrease in the applicable variable rates would have caused our annual interest expense to change by ~~$29.6~~$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

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; however, a significant portion of the debt issued by WML is denominated in U.S. 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, financial condition and ability to service debt. Based on our balances

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as of September 30, ~~2022,~~2023, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of ~~$43.0~~$45.5 million.

Item 4. Controls and Procedures

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 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 CEO and CFO have concluded that, as of the 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 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 furnishes under the Exchange Act is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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 16, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

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, ~~2021.~~2022. There were no material changes to those risk factors during the nine months ended September 30, ~~2022.~~2023.

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

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases made by the Company ~~under its publicly announced equity repurchase program~~ during the three months ended September 30, ~~2022:~~2023:

For the Month Ended Number of Shares Repurchased Weighted Average Price Paid Per Share Shares Repurchased as Part of a Publicly Announced Program Approximate Dollar Value Remaining Under the Program (in thousands) (1)
July 31, 2022 — $ — — $ 662,713
August 31, 2022 — $ — — $ 662,713
September 30, 2022 491,503 $ 58.95 491,503 $ 633,739


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) InShares purchased in July 2023, August 2023, and September 2023 include 982, 23,871, and 1,616 shares, respectively, purchased in satisfaction of 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's~~Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common ~~stock. Repurchases~~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. ~~Any shares repurchased during the periods presented are held as treasury shares.~~

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

The following table summarizes the shares we repurchased in satisfaction of employee tax withholding obligations on vested restricted stock during the three months ended September 30, 2022, which were not part of the Company's publicly announced equity repurchase program:

For the Month Ended Number of Shares Repurchased Weighted Average Price Paid Per Share Approximate Dollar Value of Repurchased Shares
(in thousands)
July 31, 2022 1,411 $ 57.22 $ 81
August 31, 2022 3,691 $ 64.18 $ 237
September 30, 2022 457 $ 59.18 $ 27

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

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


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						Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2020.)
*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 (furnished herewith).
101						The following material from Wynn Resorts, Limited's Quarterly Report on Form 10-Q, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, ~~2022~~2023 and December 31, ~~2021;~~2022; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2022~~2023 and ~~2021;~~2022; (iii) the Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the three and nine months ended September 30, ~~2022~~2023 and ~~2021;~~2022; (iv) the Condensed Consolidated Statements of Stockholders' Deficit for the three and nine months ended September 30, ~~2022~~2023 and ~~2021;~~2022; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2022~~2023 and ~~2021;~~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.

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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, ~~2022~~2023

By:

/s/ Julie Cameron-Doe

Julie Cameron-Doe

Chief Financial Officer

(Principal Financial and Accounting Officer)

5154


For the Month Ended	Number of Shares Repurchased	Weighted Average Price Paid Per Share		Shares Repurchased as Part of a Publicly Announced Program	Approximate Dollar Value Remaining Under the Program (in thousands) (1)
July 31, 2022	—	$	—	—	$	662,713
August 31, 2022	—	$	—	—	$	662,713
September 30, 2022	491,503	$	58.95	491,503	$	633,739