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

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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 on Form 10-K for the year ended December 31, 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, 2022 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, including the COVID-19 pandemic, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts and/or terrorist attacks;
extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;
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 gaming licenses and concessions and comply with applicable gaming law;
international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend;
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;
our ability to maintain our customer relationships and collect and enforce gaming receivables;
win rates for our gaming operations;
construction and regulatory risks associated with our current and future construction projects;
any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;
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 in the various jurisdictions in which we operate;
changes in tax laws or regulations related to taxation, including changes in the rates of taxation;
our collection and use of personal data and our level of compliance with applicable governmental regulations, credit card industry standards and other applicable data security standards;
cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors;
our ability to protect our intellectual property rights;
labor actions and other labor problems;
our current and future insurance coverage levels;
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"), our concessionaire Wynn Resorts (Macau) S.A. ("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region ("Macau") of the People's Republic of China ("PRC"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. Additionally, we are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort. We also hold an approximately 97% interest in, and consolidate, Wynn Interactive Ltd. ("Wynn Interactive"), through which we operate WynnBET, our digital sports betting and casino gaming business.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Condensed Consolidated Statements of Operations are presented. These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues. These key operating measures are defined below:

Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.
Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.
Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.
Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives within our Macau Operations' VIP program.
Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.
Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.
Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.
Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Poker tables are not included in our measure of average number of table games.
Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied.
Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available.
Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

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

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage. The measurements from our VIP and mass market operations are not comparable as the measurement method used in our mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method from our VIP operations tracks the sum of all losing wagers. Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations. As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to 3.4%.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

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

Results of Operations

Summary of third quarter 2023 results

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


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change	2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues	$	1,671,936	$	889,722	$	782,214	87.9	$	4,691,437	$	2,751,888	$	1,939,549	70.5
Net income (loss) attributable to Wynn Resorts, Limited	(116,678)		(142,892)		26,214		(18.3)	838		(456,267)		457,105		NM
Diluted net income (loss) per share	(1.03)		(1.27)		0.24		(18.9)	0.01		(4.00)		4.01		NM

NM - Not Meaningful.

The increase in operating revenues for the three months ended September 30, 2023 was primarily driven by increases of $449.5 million and $254.6 million from Wynn Palace and Wynn Macau, respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at restaurants. The results of our Macau Operations for the three months ended September 30, 2022 were negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, related to the COVID-19 pandemic. Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated COVID-19 related protective measures. As of the date of this report, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, which resulted in increased business volumes at our Macau Operations for the three months ended September 30, 2023.

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

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

Operating revenues

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


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

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


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

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

Casino revenues

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

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


	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


	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.

Non-casino revenues

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


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

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

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

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

Operating expenses

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


	Three Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	577,733	$	239,901	$	337,832	140.8
Rooms	77,790		67,689		10,101		14.9
Food and beverage	220,835		185,388		35,447		19.1
Entertainment, retail and other	82,554		72,964		9,590		13.1
General and administrative	268,445		201,275		67,170		33.4
Provision for credit losses	870		(8,186)		9,056		NM
Pre-opening	867		6,447		(5,580)		(86.6)
Depreciation and amortization	171,969		172,502		(533)		(0.3)
Impairment of goodwill and intangible assets	93,990		—		93,990		NM
Property charges and other	114,288		4,733		109,555		NM
Total operating expenses	$	1,609,341	$	942,713	$	666,628	70.7

NM - Not meaningful.

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

Casino expenses increased $213.3 million and $116.3 million at Wynn Palace and Wynn Macau, respectively. These increases resulted from higher operating costs, including $197.9 million and $109.1 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $5.7 million and $3.2 million at our Las Vegas Operations and Wynn Palace, respectively. These increases resulted from higher operating costs related to an increase in room revenues at our Las Vegas Operations and Wynn Palace.

Food and beverage expenses increased $18.5 million, $11.0 million, and $6.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. These increases resulted from higher operating costs related to an increase in food and beverage revenues at our Las Vegas Operations, Wynn Palace, and Wynn Macau.

Entertainment, retail and other expenses increased $8.9 million, $7.6 million, and $2.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively, primarily due to higher operating costs related to increased revenues at our Las Vegas Operations and our Macau Operations. These increases were partially offset by a decrease in marketing and other operational costs of $9.7 million at Wynn Interactive.

General and administrative expenses increased primarily due to triple-net operating lease expense of $35.4 million at Encore Boston Harbor following the sale-leaseback transaction in December 2022, an increase of $11.0 million at our Las Vegas Operations attributable to payroll and other general and administrative expenses required to support higher business volumes. In addition, corporate and other general and administrative expenses increased $12.7 million, primarily due to increased development costs.

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

Property charges and other expenses for the three months ended September 30, 2023 consisted primarily of contract termination and other expenses of $97.7 million, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions. Property charges and other expenses for the three months ended September 30, 2023 also included other contract terminations and asset abandonments of $9.1 million, $3.4 million, and $1.3 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively. Property charges and other expenses for the quarter ended September 30, 2022 consisted primarily of asset abandonments of $2.0 million and $1.0 million at Wynn Palace and our Las Vegas Operations, respectively, and other contingency expenses.

Other non-operating income and expenses

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

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

We incurred a foreign currency remeasurement gain of $3.9 million and a loss of $0.9 million for the three months ended September 30, 2023 and 2022, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a loss of $50.6 million and a gain of $5.8 million for the three months ended September 30, 2023 and 2022, respectively, from change in derivatives fair value. The change in derivatives fair value for the three months ended September 30, 2023 included a loss of $48.8 million recorded in relation to the conversion feature of the WML Convertible Bonds.

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

Income taxes

We recorded an income tax benefit of $2.7 million and an expense of $1.4 million for the three months ended September 30, 2023 and 2022, respectively. Income tax expense in 2023 primarily relates to U.S. operating profits. Income tax expense in 2022 primarily related to changes in U.S. deferred taxes.

We intend to continue to maintain a valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance on certain U.S. deferred tax assets will no longer be needed. Release of the valuation allowance would result in the recognition of our deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are uncertain.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $3.9 million and $64.9 million for the three months ended September 30, 2023 and 2022, respectively. These amounts are primarily related to the noncontrolling interests' share of net loss attributable to WML.

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

Operating revenues

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


	Nine Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues
Macau Operations:
Wynn Palace	$	1,362,486	$	297,224	$	1,065,262	358.4
Wynn Macau	827,335		234,051		593,284		253.5
Total Macau Operations	2,189,821		531,275		1,658,546		312.2
Las Vegas Operations	1,783,802		1,546,644		237,158		15.3
Encore Boston Harbor	648,641		612,733		35,908		5.9
Wynn Interactive	69,173		61,236		7,937		13.0
	$	4,691,437	$	2,751,888	$	1,939,549	70.5

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


	Nine Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating revenues
Casino revenues	$	2,652,444	$	1,209,323	$	1,443,121	119.3
Non-casino revenues:
Rooms	838,372		568,886		269,486		47.4
Food and beverage	757,079		628,566		128,513		20.4
Entertainment, retail and other	443,542		345,113		98,429		28.5
Total non-casino revenues	2,038,993		1,542,565		496,428		32.2
	$	4,691,437	$	2,751,888	$	1,939,549	70.5

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

Casino revenues

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the discontinuation of pandemic-related travel restrictions in Macau in late 2022 and early 2023. The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):


	Nine Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Macau Operations:
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


	Nine Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Las Vegas Operations:
Total casino revenues	$	460,606		$	393,930		$	66,676	16.9
Average number of table games	233			234			(1)		(0.4)
Table drop	$	1,768,057		$	1,683,317		$	84,740	5.0
Table games win	$	431,896		$	386,306		$	45,590	11.8
Table games win %	24.4		%	22.9		%	1.5
Table games win per unit per day	$	6,777		$	6,047		$	730	12.1
Average number of slot machines	1,650			1,711			(61)		(3.6)
Slot machine handle	$	4,733,534		$	4,026,675		$	706,859	17.6
Slot machine win	$	325,883		$	278,250		$	47,633	17.1
Slot machine win per unit per day	$	723		$	596		$	127	21.3
Poker rake	$	16,243		$	12,729		$	3,514	27.6
Encore Boston Harbor:
Total casino revenues	$	488,204		$	463,204		$	25,000	5.4
Average number of table games	193			185			8		4.3
Table drop	$	1,064,092		$	1,077,261		$	(13,169)	(1.2)
Table games win	$	230,170		$	234,024		$	(3,854)	(1.6)
Table games win %	21.6		%	21.7		%	(0.1)
Table games win per unit per day	$	4,368		$	4,624		$	(256)	(5.5)
Average number of slot machines	2,547			2,754			(207)		(7.5)
Slot machine handle	$	3,933,388		$	3,703,990		$	229,398	6.2
Slot machine win	$	316,129		$	298,842		$	17,287	5.8
Slot machine win per unit per day	$	455		$	397		$	58	14.6
Poker rake	$	16,116		$	4,580		$	11,536	251.9

NM - Not meaningful.

Non-casino revenues

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


	Nine Months Ended September 30,
	2023			2022			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)	$	151,311		$	27,813		$	123,498	444.0
Occupancy	93.8		%	34.4		%	59.4
ADR	$	327		$	160		$	167	104.4
REVPAR	$	307		$	55		$	252	458.2
Wynn Macau:
Total room revenues (dollars in thousands)	$	79,774		$	18,547		$	61,227	330.1
Occupancy	95.5		%	37.4		%	58.1
ADR	$	281		$	163		$	118	72.4
REVPAR	$	268		$	61		$	207	339.3
Las Vegas Operations:
Total room revenues (dollars in thousands)	$	541,392		460,707			$	80,685	17.5
Occupancy	89.8		%	85.5		%	4.3
ADR	$	473		$	440		$	33	7.5
REVPAR	$	424		$	376		$	48	12.8
Encore Boston Harbor:
Total room revenues (dollars in thousands)	$	65,895		$	61,819		$	4,076	6.6
Occupancy	92.9		%	90.6		%	2.3
ADR	$	389		$	374		$	15	4.0
REVPAR	$	362		$	339		$	23	6.8

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

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

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

Operating expenses

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


	Nine Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	1,594,761	$	808,044	$	786,717	97.4
Rooms	224,275		191,474		32,801		17.1
Food and beverage	605,376		517,515		87,861		17.0
Entertainment, retail and other	261,035		236,853		24,182		10.2
General and administrative	785,538		598,433		187,105		31.3
Provision for credit losses	(6,314)		(11,331)		5,017		(44.3)
Pre-opening	6,822		13,396		(6,574)		(49.1)
Depreciation and amortization	510,743		520,026		(9,283)		(1.8)
Impairment of goodwill and intangible assets	94,490		48,036		46,454		96.7
Property charges and other	132,265		29,326		102,939		351.0
Total operating expenses	$	4,208,991	$	2,951,772	$	1,257,219	42.6

Casino expenses increased $494.7 million and $261.2 million at Wynn Palace and Wynn Macau, respectively. These increases resulted from higher operating costs, including increases of $463.4 million and $250.8 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $18.6 million and $7.8 million at our Las Vegas Operations and Wynn Palace, respectively. These increases resulted from higher operating costs related to an increase in room revenues at our Las Vegas Operations and Wynn Palace.

Food and beverage expenses increased $49.5 million, $21.3 million, and $12.3 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. These increases resulted from higher operating costs related to an increase in food and beverage revenues at our Las Vegas Operations and Wynn Palace.

Entertainment, retail and other expenses increased $30.8 million at our Las Vegas Operations as a result of higher operating costs associated with live and theatrical entertainment. Entertainment, retail and other expenses also increased $13.5 million at our Macau Operations as a result of higher operating costs associated with increased business volumes. These increases were partially offset by a decrease in marketing and other operational costs of $22.7 million at Wynn Interactive.

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

For the nine months ended September 30, 2023, pre-opening expenses totaled $6.8 million, which primarily related to the launch of sports betting operations in Massachusetts. For the nine months ended September 30, 2022, pre-opening expenses totaled $13.4 million, which primarily related to reconfiguring the theater space at Wynn Las Vegas.

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

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

Property charges and other expenses for the nine months ended September 30, 2023 consisted primarily of contract termination and other expenses of $97.7 million, as a result of our decision to close Wynn Interactive's online sports betting and iGaming platform, WynnBET, in certain jurisdictions. Property charges and other expenses for the nine months ended September 30, 2023 also included other contract terminations of $9.6 million at Wynn Macau, and asset abandonments of $12.2 million and $8.0 million at Wynn Palace and our Las Vegas Operations, respectively. Property charges and other expenses for the nine months ended September 30, 2022 consisted primarily of restructuring costs of $7.1 million related to Wynn Interactive's BetBull operations, as well as other contract termination expenses of $10.7 million and asset abandonments of $2.1 million related to Wynn Interactive, and other contingency expenses of $6.8 million at Wynn Macau.

Other non-operating income and expenses

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

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

We incurred a foreign currency remeasurement loss of $19.8 million and $26.1 million for the nine months ended September 30, 2023 and 2022, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a loss of $3.3 million and a gain of $14.8 million for the nine months ended September 30, 2023 and 2022, respectively, from change in derivatives fair value. The change in derivatives fair value for the nine months ended September 30, 2023 included a loss of $2.3 million recorded in relation to the conversion feature of the WML Convertible Bonds.

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

Income taxes

We recorded income tax expense of $2.6 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively. Income tax expense in 2023 primarily relates to U.S. operating profits. Income tax expense in 2022 primarily related to changes in U.S. deferred taxes.

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $7.6 million and net loss attributable to noncontrolling interests was $219.6 million for the nine months ended September 30, 2023 and 2022, respectively. These amounts are primarily related to the noncontrolling interests' share of net income (loss) from WML.

Segment Information

As further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 18, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, gain (loss) on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income (loss), Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

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


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		2022		Increase/ (Decrease)		Percent Change	2023		2022		Increase/ (Decrease)		Percent Change
Wynn Palace	$	177,048	$	(21,808)	$	198,856	NM	$	444,713	$	(72,622)	$	517,335	NM
Wynn Macau	77,939		(43,806)		121,745		NM	212,274		(88,878)		301,152		NM
Las Vegas Operations	219,740		195,760		23,980		12.2	675,458		581,844		93,614		16.1
Encore Boston Harbor	60,498		61,136		(638)		(1.0)	193,016		180,132		12,884		7.2
Wynn Interactive	(4,864)		(17,748)		12,884		(72.6)	(40,896)		(70,202)		29,306		(41.7)

NM - Not meaningful.

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $198.9 million and $121.7 million for the three months ended September 30, 2023, respectively, and $517.3 million and $301.2 million for the nine months ended September 30, 2023, respectively, primarily due to an increase in operating revenues of $449.5 million and $254.6 million for the three months ended September 30, 2023, respectively, and $1.07 billion and $593.3 million for the nine months ended September 30, 2023, respectively, partially offset by an increase in operating expenses. Our Macau Operations for the three and nine months ended September 30, 2022 were negatively impacted by certain travel-related restrictions and conditions related to the COVID-19 pandemic. Over the course of December 2022 and January 2023, the Macau authorities relaxed or eliminated COVID-19 related protective measures, which resulted in increased business volumes at our Macau Operations for the three and nine months ended September 30, 2023.

Adjusted Property EBITDAR at our Las Vegas Operations increased $24.0 million for the three months ended September 30, 2023, primarily due to an increase in operating revenues, partially off by an increase in operating expenses. Adjusted Property EBITDAR at our Las Vegas Operations increased $93.6 million for the nine months ended September 30, 2023, primarily due to an increase in revenues from casino, hotel, and food and beverage operations, partially offset by increased operating expenses.

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.

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):


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

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

Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,200,000		211,435
Repayments of long-term debt	(1,522,812)		(37,500)
Repurchase of common stock	(71,019)		(178,624)
Proceeds from exercise of stock options	1,965		—
Proceeds from issuance of subsidiary common stock	—		2,895
Proceeds from sale of noncontrolling interest in subsidiary	—		50,033
Distribution to noncontrolling interest	(15,929)		(21,505)
Dividends paid	(56,720)		(1,316)
Finance lease payments	(14,407)		(12,812)
Payments for financing costs	(41,160)		(3,165)
Other	(7,773)		—
Net cash (used in) provided by financing activities	(527,855)		9,441

Effect of exchange rate on cash, cash equivalents and restricted cash	(3,721)		(1,119)
Decrease in cash, cash equivalents and restricted cash	$	(903,404)	$	(428,401)

Operating Activities

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

During the nine months ended September 30, 2023, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes. During the nine months ended September 30, 2022, the decrease in net cash used in operating activities was primarily due to increased revenues from our Las Vegas Operations and Encore Boston Harbor, which was partially offset by decreases in revenues from Wynn Palace and Wynn Macau.

Investing Activities

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

During the nine months ended September 30, 2023, we incurred capital expenditures of $137.7 million at our Las Vegas Operations, $56.5 million at Encore Boston Harbor, $38.1 million at Wynn Palace, and $18.8 million at Wynn Macau primarily related to maintenance capital expenditures, and $78.4 million at Corporate and other primarily related to future development projects. In addition, during the nine months ended September 30, 2023, we purchased $786.5 million in investments, comprised of United States treasury bills and fixed deposits maturing in less than one year.

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

Financing Activities

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


	Proceeds from issuance		Repayments and repurchases
WRF 7 1/8% Senior Notes, due 2031	$	600,000	$	—
WML 4 1/2% Convertible Bonds, due 2029	600,000		—
WRF 7 3/4% Senior Notes, due 2025	—		600,000
WLV 4 1/4% Senior Notes, due 2023	—		500,000
WLV 5 1/2% Senior Notes, due 2025	—		399,999
WRF Term Loan, due 2024	—		22,813
Total	$	1,200,000	$	1,522,812

In addition, during the nine months ended September 30, 2023, we repurchased 596,948 shares of our common stock for approximately $56.2 million. We also made dividend payments of $56.7 million, paid $41.2 million for financing costs related to the financing activities above and used cash of $15.9 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

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

Capital Resources

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


	Total Cash and Cash Equivalents		Investments (1)		Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries	$	1,199,881	$	646,187	$	—
Wynn Resorts Finance, LLC (2)	651,544		—		736,985
Wynn Resorts, Limited and other	936,683		145,489		—
Total	$	2,788,108	$	791,676	$	736,985

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

(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Macau, Limited and subsidiaries. WML generates cash from our Macau Operations. We expect to use this cash to fund working capital and capital expenditure requirements at WML and our Macau Operations, and to service our WML Senior Notes, WM Cayman II Revolver, and WML Convertible Bonds. WML paid no dividends during 2022 or the nine months ended September 30, 2023.

Pursuant to the amended and restated facility agreement dated June 27, 2023, the base rate applicable to loans denominated in U.S. dollars made pursuant to the WM Cayman II Revolver transitioned to the term secured overnight financing rate ("Term SOFR"), plus a credit adjustment spread of 0.10%, plus (b) a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. The new Term SOFR base rate became effective July 4, 2023. The loans denominated in Hong Kong dollars under the WM Cayman II Revolver bear interest at HIBOR plus a margin of 1.875% to 2.875% per annum based on WM Cayman II's leverage ratio on consolidated basis. The final maturity of all outstanding loans under the Revolving Facility remains unchanged at September 16, 2025. WML, as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied.

On March 7, 2023, WML completed an offering (the "Offering") of $600.0 million 4.50% convertible bonds due 2029 (the "WML Convertible Bonds"). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed"). The net proceeds from the Offering, after deduction of commission and other related expenses, were $585.9 million. WML intends to use the proceeds for general corporate purposes. The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50% per annum.

The WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, at the initial conversion price of approximately HK$10.24 (equivalent to approximately $1.31) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right"). The conversion price is at the fixed rate of HK$7.8497 (equivalent to US$1.00), subject to standard adjustments for certain dilutive events as described in the Terms and Conditions. WML has the option, in its sole discretion, to pay to the relevant bondholder an amount of cash equivalent in order to satisfy the Conversion Right in whole or in part.

The holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to (but excluding) the date fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited). The WML Convertible Bonds may also be redeemed at the option of WML in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions, under certain circumstances specified in the Trust Deed.

If our portion of our cash and cash equivalents were repatriated to the U.S. on September 30, 2023, it would be subject to minimal U.S. taxes in the year of repatriation.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and capital contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries, which include WML, Wynn Las Vegas, LLC, and Wynn MA. The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

On February 16, 2023, WRF and its subsidiary Wynn Resorts Capital Corp. (together with WRF, the "WRF Issuers") issued $600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") in a private offering. The 2031 WRF Senior Notes were issued at par, for proceeds of $596.2 million, net of $3.8 million of related fees and expenses. Also on February 16, 2023, WRF completed a cash tender offer for any and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid tenders with respect to $506.4 million and paid a tender premium of $12.4 million. We used a portion of the net proceeds from the offering of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and expenses, and intend to use the remaining net proceeds for general corporate purposes. In April 2023, we repurchased the remaining outstanding 2025 WRF Senior Notes using the remaining net proceeds from the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938% of the principal amount plus accrued interest under the terms of its indenture.

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

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

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

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to: (i) transition the benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the revolving credit facility by $100.0 million, from $850.0 million to $750.0 million, (iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $749.4 million from September 20, 2024 to September 20, 2027. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $75.6 million will remain subject to a stated maturity date of September 20, 2024.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $115.1 million for the year ended December 31, 2023. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to pay dividends, to fund future development projects, and for general corporate purposes.

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

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

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

Other Factors Affecting Liquidity

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 $1.00 billion. Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We repurchased 596,948 shares of our common stock at an average price of $94.11 per share, for an aggregate cost of $56.2 million under this equity repurchase program during the three and nine months ended September 30, 2023. As of September 30, 2023, we had $572.7 million in repurchase authority remaining under the program.

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

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

Contractual Commitments

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

During the nine months ended September 30, 2023, our fixed interest rate long-term debt obligations decreased by a net amount of $300.0 million, as a result of $1.20 billion in long-term debt issuances, net of $1.50 billion in debt repayments. Additionally, our annual fixed interest payments are expected to increase $2.2 million in 2023, $1.3 million in 2024, $52.5 million in 2025, $69.8 million in each of 2026 and 2027, and $166.2 million thereafter, primarily as a result of the issuance of the WRF 2031 Senior Notes and the WML Convertible Bonds and the repurchase of the tendered 2025 WRF Senior Notes, the tendered 2025 Wynn Las Vegas Senior Notes, and the 2023 Wynn Las Vegas Senior Notes, each as described above.

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

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022. Except as described below, there have been no significant changes to these policies for the nine months ended September 30, 2023:

WML Convertible Bond Conversion Option Derivative

On March 7, 2023, WML completed the Offering of the WML Convertible Bonds. The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bonds Conversion Option Derivative"). In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds. Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to expected share-price volatility, risk-free interest rate, expected term, and dividend yield. The Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds. The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity. The dividend yield is based on the historical WML dividend rate over the last several years. The output of the lattice model can be highly sensitive to fluctuations in its inputs.

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.

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