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 Quarterly Report on Form 10-Q and the audited consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2023. Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries. 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, 2023 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 investigations, litigation and other disputes;
our dependence on key managers and employees;
our ability to maintain our gaming licenses and concessions and comply with applicable gaming law;
international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend;
disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;
public perception of our resorts and the level of service we provide;
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 or co-investments in such projects;
any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act;
our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property;
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 business, financial condition, results of operations and cash flows are included elsewhere in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information available to us at the time this statement is made. 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 of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. 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. The results of Wynn Interactive Ltd. ("Wynn Interactive") are included in Corporate and other.

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

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Condensed Consolidated Statements of Income 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 first quarter 2024 results

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


	Three Months Ended March 31,
	2024		2023		Increase/ (Decrease)		Percent Change
Operating revenues	$	1,862,909	$	1,423,679	$	439,230	30.9
Net income attributable to Wynn Resorts, Limited	144,216		12,332		131,884		NM
Diluted net income (loss) per share	1.30		(0.02)		1.32		NM

NM - Not meaningful.

The increase in operating revenues for the three months ended March 31, 2024 was primarily driven by increases of $217.5 million and $181.0 million from Wynn Palace and Wynn Macau, respectively, resulting from an increase in gaming volumes, hotel occupancy, and covers at our restaurants. Since the elimination of COVID-19 related protective measures by Macau authorities in January 2023, visitation to Macau and to our Macau Operations has improved, resulting in increased business volumes at our Macau Operations for the three months ended March 31, 2024.

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

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

Operating revenues

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


	Three Months Ended March 31,
	2024		2023		Increase/ (Decrease)		Percent Change
Operating revenues
Macau Operations:
Wynn Palace	$	586,901	$	369,363	$	217,538	58.9
Wynn Macau	411,744		230,726		181,018		78.5
Total Macau Operations	998,645		600,089		398,556		66.4
Las Vegas Operations	636,548		586,764		49,784		8.5
Encore Boston Harbor	217,784		216,306		1,478		0.7
Corporate and other	9,932		20,520		(10,588)		(51.6)
	$	1,862,909	$	1,423,679	$	439,230	30.9

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


	Three Months Ended March 31,
	2024		2023		Increase/ (Decrease)		Percent Change
Operating revenues
Casino revenues	$	1,121,466	$	766,992	$	354,474	46.2
Non-casino revenues:
Rooms	327,414		272,529		54,885		20.1
Food and beverage	266,938		232,611		34,327		14.8
Entertainment, retail and other	147,091		151,547		(4,456)		(2.9)
Total non-casino revenues	741,443		656,687		84,756		12.9
	$	1,862,909	$	1,423,679	$	439,230	30.9

Casino revenues for the three months ended March 31, 2024 were 60.2% of operating revenues, compared to 53.9% for the same period of 2023. Non-casino revenues for the three months ended March 31, 2024 were 39.8% of operating revenues, compared to 46.1% for the same period of 2023.

Casino revenues

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

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


	Three Months Ended March 31,
	2024			2023			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues	$	473,781		$	270,687		$	203,094	75.0
VIP:
Average number of table games	59			50			9		18.0
VIP turnover	$	3,921,085		$	2,293,358		$	1,627,727	71.0
VIP table games win	$	129,414		$	62,448		$	66,966	107.2
VIP win as a % of turnover	3.30		%	2.72		%	0.58
Table games win per unit per day	$	24,276		$	13,868		$	10,408	75.1
Mass market:
Average number of table games	245			237			8		3.4
Table drop	$	1,782,184		$	1,181,998		$	600,186	50.8
Table games win	$	437,323		$	260,865		$	176,458	67.6
Table games win %	24.5		%	22.1		%	2.4
Table games win per unit per day	$	19,589		$	12,246		$	7,343	60.0
Average number of slot machines	573			587			(14)		(2.4)
Slot machine handle	$	595,621		$	546,598		$	49,023	9.0
Slot machine win	$	30,970		$	25,425		$	5,545	21.8
Slot machine win per unit per day	$	594		$	481		$	113	23.5
Wynn Macau:
Total casino revenues	$	346,353		$	176,383		$	169,970	96.4
VIP:
Average number of table games	30			52			(22)		(42.3)
VIP turnover	$	1,589,685		$	1,144,224		$	445,461	38.9
VIP table games win	$	53,906		$	30,751		$	23,155	75.3
VIP win as a % of turnover	3.39		%	2.69		%	0.70
Table games win per unit per day	$	19,746		$	6,586		$	13,160	199.8
Mass market:
Average number of table games	221			217			4		1.8
Table drop	$	1,683,151		$	989,988		$	693,163	70.0
Table games win	$	326,320		$	168,426		$	157,894	93.7
Table games win %	19.4		%	17.0		%	2.4
Table games win per unit per day	$	16,194		$	8,642		$	7,552	87.4
Average number of slot machines	583			531			52		9.8
Slot machine handle	$	730,389		$	469,769		$	260,620	55.5
Slot machine win	$	26,192		$	16,296		$	9,896	60.7
Slot machine win per unit per day	$	494		$	341		$	153	44.9
Poker rake	$	5,019		$	3,936		$	1,083	27.5


	Three Months Ended March 31,
	2024			2023			Increase/ (Decrease)		Percent Change
Las Vegas Operations:
Total casino revenues	$	135,163		$	154,530		$	(19,367)	(12.5)
Average number of table games	234			232			2		0.9
Table drop	$	604,174		$	600,746		$	3,428	0.6
Table games win	$	156,611		$	146,010		$	10,601	7.3
Table games win %	25.9		%	24.3		%	1.6
Table games win per unit per day	$	7,357		$	6,994		$	363	5.2
Average number of slot machines	1,618			1,668			(50)		(3.0)
Slot machine handle	$	1,496,078		$	1,572,735		$	(76,657)	(4.9)
Slot machine win	$	99,756		$	106,788		$	(7,032)	(6.6)
Slot machine win per unit per day	$	677		$	711		$	(34)	(4.8)
Poker rake	$	4,522		$	4,114		$	408	9.9
Encore Boston Harbor:
Total casino revenues	$	166,169		$	165,392		$	777	0.5
Average number of table games	183			199			(16)		(8.0)
Table drop	$	366,812		$	366,041		$	771	0.2
Table games win	$	82,978		$	79,544		$	3,434	4.3
Table games win %	22.6		%	21.7		%	0.9
Table games win per unit per day	$	4,970		$	4,452		$	518	11.6
Average number of slot machines	2,635			2,518			117		4.6
Slot machine handle	$	1,402,847		$	1,296,427		$	106,420	8.2
Slot machine win	$	104,665		$	104,073		$	592	0.6
Slot machine win per unit per day	$	437		$	459		$	(22)	(4.8)
Poker rake	$	5,781		$	5,682		$	99	1.7

Non-casino revenues

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


	Three Months Ended March 31,
	2024			2023			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)	$	53,936		$	46,910		$	7,026	15.0
Occupancy	98.8		%	88.1		%	10.7
ADR	$	337		$	321		$	16	5.0
REVPAR	$	333		$	282		$	51	18.1
Wynn Macau:
Total room revenues (dollars in thousands)	$	28,619		$	21,971		$	6,648	30.3
Occupancy	99.4		%	90.9		%	8.5
ADR	$	284		$	242		$	42	17.4
REVPAR	$	282		$	220		$	62	28.2
Las Vegas Operations:
Total room revenues (dollars in thousands)	$	224,076		$	185,109		$	38,967	21.1
Occupancy	88.0		%	88.8		%	(0.8)
ADR	$	595		$	493		$	102	20.7
REVPAR	$	524		$	438		$	86	19.6
Encore Boston Harbor:
Total room revenues (dollars in thousands)	$	20,783		$	18,539		$	2,244	12.1
Occupancy	89.7		%	90.0		%	(0.3)
ADR	$	381		$	343		$	38	11.1
REVPAR	$	342		$	309		$	33	10.7

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

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

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

Operating expenses

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


	Three Months Ended March 31,
	2024		2023		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	675,439	$	473,385	$	202,054	42.7
Rooms	82,077		72,702		9,375		12.9
Food and beverage	205,821		180,619		25,202		14.0
Entertainment, retail and other	71,012		92,482		(21,470)		(23.2)
General and administrative	271,616		259,772		11,844		4.6
Provision for credit losses	87		(544)		631		NM
Pre-opening	2,035		4,478		(2,443)		(54.6)
Depreciation and amortization	174,933		168,812		6,121		3.6
Property charges and other	16,948		2,458		14,490		589.5
Total operating expenses	$	1,499,968	$	1,254,164	$	245,804	19.6

NM - Not meaningful.

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

Casino expenses increased $111.1 million and $83.3 million at Wynn Palace and Wynn Macau, respectively. These increases resulted from higher operating costs, including $102.3 million and $78.6 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

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

Food and beverage expenses increased $17.9 million and $4.9 million at our Las Vegas Operations and Wynn Palace, respectively. These increases resulted from higher operating costs related to an increase in food and beverage revenues at our Las Vegas Operations and Wynn Palace, respectively.

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

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

Property charges and other expenses for the three months ended March 31, 2024 consisted primarily of asset abandonments of $11.4 million at Wynn Palace and contract termination and other expenses of $5.1 million related to Wynn Interactive. Property charges and other expenses for the three months ended March 31, 2023 consisted primarily of asset abandonments of $2.2 million at Wynn Palace.

Other non-operating income and expenses

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

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

We incurred a foreign currency remeasurement loss of $4.7 million and $30.6 million for the three months ended March 31, 2024 and 2023, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

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

We recorded a $1.6 million loss on debt financing transactions for the three months ended March 31, 2024, primarily related to the issuance of the 2031 Add-On WRF Senior Notes and the repurchase of the 2025 WLV Senior Notes. We recorded a $12.2 million loss on debt financing transactions for the three months ended March 31, 2023, primarily related to the issuance of the 2031 WRF Senior Notes and the repurchase of the 2025 WRF Senior Notes.

Income taxes

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

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $32.3 million and net loss attributable to noncontrolling interest was $11.2 million for the three months ended March 31, 2024 and 2023, respectively. These amounts are primarily related to the noncontrolling interests' share of net income (loss) attributable to WML.

Segment Information

As further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. 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 as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. 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 Corporate and other as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.


	Three Months Ended March 31,
	2024		2023		Increase/ (Decrease)		Percent Change
Wynn Palace	$	202,370	$	111,058	$	91,312	82.2
Wynn Macau	137,186		44,745		92,441		206.6
Las Vegas Operations	246,262		231,597		14,665		6.3
Encore Boston Harbor	63,135		63,414		(279)		(0.4)
Corporate and other	(2,418)		(21,068)		18,650		(88.5)

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $91.3 million and $92.4 million for the three months ended March 31, 2024, respectively, primarily due to an increase in operating revenues of $217.5 million and $181.0 million for the three months ended March 31, 2024, respectively, partially offset by an increase in operating expenses. Since the elimination of COVID-19 related protective measures by Macau authorities in January 2023, visitation to Macau and to our Macau Operations has improved, resulting in increased business volumes at our Macau Operations for the three months ended March 31, 2024.

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

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

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

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):


	Three Months Ended March 31,
Cash Flows - Summary	2024		2023
Cash flows from operating activities	$	315,094	$	169,491

Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(97,702)		(124,466)
Investments in unconsolidated affiliate	(69,928)		—
Purchase of intangible and other assets	(15)		(7,741)
Proceeds from sale of assets and other	226		257
Net cash used in investing activities	(167,419)		(131,950)

Cash flows from financing activities:
Proceeds from issuance of long-term debt	412,000		1,200,000
Repayments of long-term debt	(956,666)		(1,018,973)
Repurchase of common stock	(11,374)		(10,834)
Proceeds from exercise of stock options	1,017		—
Distribution to noncontrolling interest	(5,996)		(4,502)
Dividends paid	(27,959)		(175)
Finance lease payments	(5,056)		(5,410)
Payments for financing costs	(5,843)		(31,330)
Other	(4,486)		(7,773)
Net cash (used in) provided by financing activities	(604,363)		121,003

Effect of exchange rate on cash, cash equivalents and restricted cash	(2,375)		(2,567)
(Decrease) increase in cash, cash equivalents and restricted cash	$	(459,063)	$	155,977

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 three months ended March 31, 2024, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes. During the three months ended March 31, 2023, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations, our Las Vegas Operations, and Encore Boston Harbor, which was partially offset by an increase in operating expenses associated with higher business volumes.

Investing Activities

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

During the three months ended March 31, 2024, we incurred capital expenditures of $24.7 million at our Las Vegas Operations, $11.8 million at Encore Boston Harbor, $29.5 million at Wynn Palace, and $17.3 million at Wynn Macau primarily related to maintenance capital expenditures, and $14.4 million at Corporate and other primarily related to future development projects. In addition, during the three months ended March 31, 2024, we made $69.9 million of investments in Island 3 AMI FZ-LLC, an unconsolidated affiliate which is constructing Wynn Al Marjan Island.

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

Financing Activities

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


	Proceeds from issuance		Repayments and repurchases
WRF 7 1/8% Senior Notes, due 2031	$	412,000	$	—
WM Cayman II Revolver, due 2025	—		149,663
WLV 5 1/2% Senior Notes, due 2025	—		796,691
WRF Credit Facilities:
WRF Term Loan, due 2024	—		944
WRF Term Loan, due 2027	—		9,368
Total	$	412,000	$	956,666

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


	Proceeds from issuance		Repayments and repurchases
WRF 7 1/8% Senior Notes, due 2031	$	600,000	$	—
WML 4 1/2% Convertible Bonds, due 2029	600,000		—
WRF 7 3/4% Senior Notes, due 2025	—		506,473
Wynn Las Vegas 4 1/4% Senior Notes, due 2023	—		500,000
WRF Term Loan, due 2024	—		12,500
Total	$	1,200,000	$	1,018,973

Capital Resources

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


	Total Cash and Cash Equivalents		Investments (1)		Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries	$	1,302,263	$	699,649	$	149,639
Wynn Resorts Finance, LLC (2)	405,538		—		737,227
Wynn Resorts, Limited and other	712,402		149,083		—
Total	$	2,420,203	$	848,732	$	886,866

(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 2023 or the three months ended March 31, 2024.

The WML board of directors has recommended the payment of a final dividend of HK$0.075 per share on its common stock, for a total U.S. dollar equivalent of approximately $50.3 million, in respect of the year ended December 31, 2023. The payment of the final dividend is conditional upon shareholder approval at WML's 2024 Annual General Meeting to be held on May 30, 2024.

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

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. 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.

In February 2024, WRF issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes") in a private offering. The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.0% of the principal amount, for net proceeds of approximately $409.5 million.

In February and March 2024, we repurchased $800.0 million aggregate principal amount of our 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), which consisted of i) $681.0 million validly tendered notes repurchased at a price equal to 97.2% of the principal amount, plus accrued interest and an early tender premium of $20.3 million and ii) $119.0 million of notes repurchased on a pro-rata basis at a price equal of 100% of the principal amount plus accrued interest under the terms of its indenture. Included in the $119.0 million repurchase was $3.3 million of 2025 WLV Senior Notes held by Wynn Resorts. We used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by WRF, to purchase such validly tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses.

Wynn Resorts, Limited and other subsidiaries. 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 $140.0 million for the year ending December 31, 2024. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the entity which owns the Wynn Al Marjan Island development, and for general corporate purposes.

The Company paid a cash dividend of $0.25 per share in the quarter ended March 31, 2024 and recorded $28.0 million against accumulated deficit. On May 7, 2024, the Company declared a cash dividend of $0.25 per share, payable on May 31, 2024 to stockholders of record as of May 20, 2024.

Other Factors Affecting Liquidity

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 15, "Commitments and Contingencies."

In April 2016, our Board of Directors authorized an equity repurchase program of up to $1.00 billion. Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of March 31, 2024, we had $433.4 million in repurchase authority remaining under the program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. 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 three months ended March 31, 2024, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2023.

During the three months ended March 31, 2024, our fixed interest rate long-term debt obligations decreased by a net amount of $396.7 million, as a result of $796.7 million in debt repayments in connection with the repurchase of the 2025 WLV Senior Notes, net of $400.0 million in long-term debt issuances in connection with the issuance of the 2031 Add-On Senior Notes, as described above. As a result, our annual fixed interest payments are expected to decrease $12.5 million for the remainder of 2024, and increase $21.2 million in 2025, $28.5 million in each of 2026, 2027, and 2028, and $60.6 million thereafter.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to these policies for the three months ended March 31, 2024.

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

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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