What changed in this filing

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Item 1. Financial Statements

2020-08-06 compared with 2020-05-08 · 214 added, 90 removed, 593 unchanged (34% of the section changed)

46 unchanged sentences

Accumulated other comprehensive loss ( 908 ) ( 1,679 )

Retained earnings 132,266 641,818

Retained earnings (accumulated deficit) ( 505,090 ) 641,818

Total Wynn Resorts, Limited stockholders' equity 619,519 1,743,045

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Operating revenues:

24 unchanged sentences

Income (loss) before income taxes ( 653,931 ) 140,243 ( 1,028,384 ) 301,659

Provision for income taxes ( 75,800 ) ( 1,685 )

(Provision) benefit for income taxes ( 80,938 ) 1,991 ( 156,738 ) 306

Net income (loss) ( 734,869 ) 142,234 ( 1,185,122 ) 301,965

13 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Net income (loss) $ ( 734,869 ) $ 142,234 $ ( 1,185,122 ) $ 301,965

8 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2020

For the Three Months Ended June 30, 2020

outstanding Par

3 unchanged sentences

comprehensive

loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd.

stockholders'

equity Noncontrolling

interests Total

stockholders'

Balances, April 1, 2020 107,884,163 $ 1,234 $ ( 1,416,525 ) $ 2,526,062 $ ( 947 ) $ 132,266 $ 1,242,090 $ ( 249,610 ) $ 992,480

Net loss — — — — — ( 637,564 ) ( 637,564 ) ( 97,305 ) ( 734,869 )

Currency translation adjustment — — — — 39 — 39 14 53

Issuance of restricted stock 40,270 — — 617 — — 617 189 806

Cancellation of restricted stock ( 17,477 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 37,091 ) — ( 2,910 ) — — — ( 2,910 ) 141 ( 2,769 )

Cash dividends declared — — — — — 208 208 16 224

Stock-based compensation — — — 17,039 — — 17,039 1,234 18,273

Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

For the Three Months Ended June 30, 2019

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

loss Retained earnings Total Wynn Resorts, Ltd.

3 unchanged sentences

stockholders'

Balances, April 1, 2019 107,660,449 $ 1,226 $ ( 1,349,413 ) $ 2,483,026 $ ( 2,591 ) $ 945,972 $ 2,078,220 $ ( 162,977 ) $ 1,915,243

Net income — — — — — 94,551 94,551 47,683 142,234

Currency translation adjustment — — — — 605 — 605 233 838

Exercise of stock options 180,000 2 — 8,479 — — 8,481 — 8,481

Issuance of restricted stock 32,633 — — — — — — — —

Cancellation of restricted stock ( 10,795 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 251,931 ) — ( 30,231 ) — — — ( 30,231 ) — ( 30,231 )

Cash dividends declared — — — — — ( 107,616 ) ( 107,616 ) ( 82,917 ) ( 190,533 )

Distribution to noncontrolling interest — — — — — — — ( 2,727 ) ( 2,727 )

Stock-based compensation — — — 6,811 — — 6,811 823 7,634

Balances, June 30, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

(in thousands, except share data)

For the Six Months Ended June 30, 2020

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd.

stockholders'

equity Noncontrolling

interests Total

stockholders'

Balances, January 1, 2020 107,363,943 $ 1,228 $ ( 1,410,998 ) $ 2,512,676 $ ( 1,679 ) $ 641,818 $ 1,743,045 $ ( 201,573 ) $ 1,541,472

5 unchanged sentences

Cash dividends declared — — — — — ( 107,307 ) ( 107,307 ) 30 ( 107,277 )

Distribution to non-controlling interest — — — — — — — ( 998 ) ( 998 )

Distribution to noncontrolling interest — — — — — — — ( 998 ) ( 998 )

Stock-based compensation — — — 24,339 — — 24,339 1,485 25,824

Balances, March 31, 2020 107,884,163 $ 1,234 $ ( 1,416,525 ) $ 2,526,062 $ ( 947 ) $ 132,266 $ 1,242,090 $ ( 249,610 ) $ 992,480

For the Three Months Ended March 31, 2019

Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

For the Six Months Ended June 30, 2019

outstanding Par

16 unchanged sentences

Cash dividends declared — — — — — ( 188,301 ) ( 188,301 ) ( 82,900 ) ( 271,201 )

Distribution to noncontrolling interest — — — — — — — ( 2,727 ) ( 2,727 )

Stock-based compensation — — — 14,351 — — 14,351 1,766 16,117

Balances, March 31, 2019 107,660,449 $ 1,226 $ ( 1,349,413 ) $ 2,483,026 $ ( 2,591 ) $ 945,972 $ 2,078,220 $ ( 162,977 ) $ 1,915,243

Balances, June 30, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income (loss) $ ( 1,185,122 ) $ 301,965

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation and amortization 358,012 276,826

51 unchanged sentences

Currently, no fully effective treatments or vaccines have been developed, and there can be no assurance as to if or when an effective treatment or vaccine will be discovered.

Macau Operations

In response to the COVID-19 pandemic, the Macau government announced on February 4, 2020 the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days.

On February 20, 2020, the Company's casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored;

however, certain health safeguards, such as traveler quarantines, limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and health declarations remain in effect at the present time.

The Company is currently unable to determine when these measures will be lifted.

Visitation to Macau has fallen meaningfully since the outbreak of COVID-19, driven by the outbreak's strong deterrent effect on travel and social activities, the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine measures, travel and entry restrictions in Macau, Hong Kong and certain cities and regions in mainland China, the suspension of ferry services and other modes of transportation with Macau and regionally, and the ban on entry or enhanced quarantine requirements for any residents of Greater China attempting to enter Macau.

Persons who are not residents of Greater China are barred from entry to Macau at this time.

On March 14, 2020, the Massachusetts Gaming Commission temporarily suspended operations at all casinos in Massachusetts, including Encore Boston Harbor.

On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at Wynn Las Vegas.

Accordingly, Encore Boston Harbor and Wynn Las Vegas ceased all operations and closed to the public on March 15, 2020 and March 17, 2020, respectively.

Both resorts will remain closed until authorized to re-open under U.S.

and state government directives.

During the first quarter of 2020, the Company committed to pay salary, tips and benefits continuation for all U.S.

employees, inclusive of part-time employees, through May 15, 2020.

The Company has accrued $ 75.7 million of expense related to this commitment for the period from April 1 through May 15, 2020 within the accompanying Condensed Consolidated Financial Statements.

In May 2020, the Company announced that it had extended its commitment through May 31, 2020.

The COVID-19 outbreak has had and will continue to have an adverse effect on the Company's results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

On February 20, 2020, casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored;

however, certain COVID-19 specific protective measures, such as traveler quarantines, limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, COVID-19 negative test results requirements for entry to gaming areas, and health declarations remain in effect at the present time.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the pandemic's strong deterrent effect on travel and social activities, the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, various quarantine measures in Macau and elsewhere, travel and entry restrictions in Macau, Hong Kong, Taiwan, and mainland China, and the suspension of ferry services to Macau from Hong Kong and mainland China and other modes of transportation within Macau.

Regionally, bans on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macau residents, PRC citizens, Hong Kong residents and Taiwan residents attempting to enter Macau are drastically impacting visitation.

Persons who are not residents of the Greater China area are barred from entry to Macau at this time.

While most of the foregoing travel restrictions and quarantine requirements continue to weigh on visitation to Macau, beginning in June 2020 certain of these restrictions are being eased as the region gradually recovers from the COVID-19 pandemic.

In July 2020, Guangdong Province, a Chinese province adjacent to Macau, eased certain quarantine requirements for those traveling between Guangdong Province and Macau, subject to certain testing requirements and health declarations.

Quarantine requirements for those traveling between Hong Kong and Macau have been announced to remain effective until at least September 7, 2020, at which time they may be lifted.

In the initial phase of opening travel channels between Macau and other regions, it is expected that all visitors seeking entry to Macau will need to test negative for COVID-19 before entering Macau.

Although Mainland China and Macau have recently announced several policies or changes to policies which relax certain visa issuance, border control and quarantine requirements, stringent health declarations, testing and other procedures remain in place and the Individual Visitor Scheme which, prior to its suspension by the PRC government due to COVID-19 travel restrictions, permitted individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes, has yet to restart.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of March 31, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.88 billion, and had access to $ 40.9 million and $ 74.2 million of available borrowing capacity from the WRF Revolving Facility and Wynn Macau Revolving Facility, respectively.

In addition, the Company has suspended its quarterly dividend program and has postponed major project capital expenditures.

Given the Company's liquidity position at March 31, 2020 and the steps the Company has taken subsequent to March 31, 2020 as further described in Note 6, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Las Vegas Operations and Encore Boston Harbor

Wynn Las Vegas closed on March 17, 2020, and reopened on June 4, 2020 with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings.

Encore Boston Harbor closed on March 15, 2020, for the remainder of the first and second quarters of 2020.

On July 12, 2020, Encore Boston Harbor reopened with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, and mask protection.

In addition, certain food and beverage outlets remain closed and hotel reservations have been limited to Thursday through Sunday.

The COVID-19 pandemic has had and will continue to have an adverse effect on the Company's results of operations.

The Company is currently unable to determine when protective measures in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted.

As of June 30, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $ 3.80 billion, and had access to $ 15.9 million and $ 24.1 million of available borrowing capacity from the WRF Revolving Facility and Wynn Macau Revolving Facility, respectively.

In addition, the Company has suspended its dividend program and has postponed major project capital expenditures.

Given the Company's liquidity position at June 30, 2020 and the steps the Company has taken as further described in Note 6, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Note 2 - Basis of Presentation and Significant Accounting Policies

4 unchanged sentences

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented.

The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the full fiscal year.

The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the full fiscal year.

These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

8 unchanged sentences

Gaming promoter advances are settled shortly after each month end.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect.

4 unchanged sentences

These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations.

These taxes totaled $ 254.0 million and $ 589.0 million for the three months ended March 31, 2020 and 2019, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

These taxes totaled $ 12.5 million and $ 561.8 million for the three months ended June 30, 2020 and 2019, respectively, and $ 266.4 million and $ 1.15 billion for the six months ended June 30, 2020 and 2019, respectively.

Recently Adopted Accounting Standards

19 unchanged sentences

The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 - Cash, Cash Equivalents and Restricted Cash

11 unchanged sentences

(3) Restricted cash consists of cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 - Receivables, net

9 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables.

As of March 31, 2020 and December 31, 2019, approximately 82.9 % and 79.0 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of June 30, 2020 and December 31, 2019, approximately 82.3 % and 79.0 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

Business or economic conditions or other significant events in the countries in which our customers reside could affect the collectability of such receivables.

The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit investigation process, credit policies and collection procedures.

The Company’s allowance for casino credit losses was 17.2 % and 12.4 % of gross casino receivables as of March 31, 2020 and December 31, 2019, respectively.

The Company’s allowance for casino credit losses was 31.9 % and 12.4 % of gross casino receivables as of June 30, 2020 and December 31, 2019, respectively.

The increase in allowance for casino credit losses is primarily due to the impact of historical collection patterns and expectations of current and future collection trends in light of the COVID-19 pandemic, as well as the specific review of customer accounts.

Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change.

The Company’s allowance for credit losses from its hotel and other receivables is not material.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2020 March 31,

2020 June 30,

Balance at beginning of year $ 39,317 $ 32,694

1 unchanged sentence

Write-offs ( 144 ) ( 12,391 )

Recoveries of receivables previously written-off 60 —

Effect of exchange rate 126 54

11 unchanged sentences

$ 9,415,313 $ 9,623,832

Depreciation expense for the three months ended June 30, 2020 and 2019 was $ 172.8 million and $ 135.6 million, and depreciation expense for the six months ended June 30, 2020 and 2019 was $ 345.1 million and $ 267.9 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Depreciation expense for the three months ended March 31, 2020 and 2019 was $ 172.3 million and $ 132.3 million, respectively.

Note 6 - Long-Term Debt

10 unchanged sentences

WML 5 1/2% Senior Notes, due 2027 750,000 750,000

WML 5 1/8% Senior Notes, due 2029 1,000,000 1,000,000

and Corporate Related:

6 unchanged sentences

WRF 5 1/8% Senior Notes, due 2029 750,000 750,000

WRF 7 3/4% Senior Notes, due 2025 600,000 —

Retail Term Loan, due 2025 (5)

6 unchanged sentences

(1) The borrowings under the Wynn Macau Credit Facilities bear interest at LIBOR or HIBOR plus a margin of 1.50 % to 2.25 % per annum based on Wynn Resorts Macau S.A.’s leverage ratio.

(2) Approximately $ 1.22 billion and $ 936.6 million of the Wynn Macau Term Loan currently bears interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively.

As of March 31, 2020, the weighted average interest rate was approximately 3.20 %.

(3) Approximately $ 384.8 million and $ 291.9 million of the Wynn Macau Revolver currently bears interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively.

As of March 31, 2020, the weighted average interest rate was approximately 2.71 %.

As of March 31, 2020, the available borrowing capacity under the Wynn Macau Revolver was $ 74.2 million.

In April 2020, the Company drew an additional $ 50.0 million under the Wynn Macau Revolver.

(2) As of June 30, 2020, approximately $ 1.22 billion and $ 937.0 million of the Wynn Macau Term Loan bore interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively.

As of June 30, 2020, the weighted average interest rate was approximately 2.04 %.

(3) As of June 30, 2020, approximately $ 413.3 million and $ 313.7 million of the Wynn Macau Revolver bore interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively.

As of June 30, 2020, the weighted average interest rate was approximately 2.09 %.

As of June 30, 2020, the available borrowing capacity under the Wynn Macau Revolver was $ 24.1 million.

(4) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75 % per year.

As of March 31, 2020, the weighted average interest rate was approximately 2.68 %.

Additionally, as of March 31, 2020, the available borrowing capacity under the WRF Revolver was $ 40.9 million, net of $ 18.1 million in outstanding letters of credit.

In April 2020, the Company drew an additional $ 25.0 million under the WRF Revolver.

As of June 30, 2020, the weighted average interest rate was approximately 1.93 %.

Additionally, as of June 30, 2020, the available borrowing capacity under the WRF Revolver was $ 15.9 million, net of $ 18.1 million in outstanding letters of credit.

(5) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70 % per year.

As of March 31, 2020, the interest rate was 3.28 %.

As of June 30, 2020, the interest rate was 1.87 %.

WML 5 1/2% Senior Notes, due 2026

On June 19, 2020, WML issued $ 750.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "2026 WML Notes") pursuant to an indenture (the "2026 Indenture").

The 2026 WML Notes will mature on January 15, 2026 and bear interest at the rate of 5 1/2% per annum payable in arrears semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021.

At any time prior to June 15, 2022, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2026 WML Notes at a redemption price equal to 105.500 % of the aggregate principal amount of the 2026 WML Notes, plus accrued and unpaid interest, if any.

At any time prior to June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a redemption price equal to the greater of (a) 100 % of the aggregate principal amount of the 2026 WML

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2026 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a premium decreasing annually from 104.125 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest.

If WML undergoes a Change of Control (as defined in the 2026 Indenture), it must offer to repurchase the 2026 WML Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

In addition, WML may redeem the 2026 WML Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions.

Further, if a holder or beneficial owner of the 2026 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2026 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2026 WML Notes.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which the 2026 WML Notes are issued, for a period of ten consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole;

or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the 2026 WML Notes will have the right to require WML to repurchase all or any part of such holder's 2026 WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The 2026 WML Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness;

will rank senior to all of WML's future subordinated indebtedness, if any;

will be effectively subordinated to all of WML's future secured indebtedness to the extent of the value of the assets securing such debt;

and will be structurally subordinated to all existing and future obligations of WML's subsidiaries, including WML's existing credit facilities.

The 2026 WML Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the 2026 WML Notes are subject to restrictions on transferability and resale.

The 2026 Indenture contains covenants limiting WML's (and certain of its subsidiaries') ability to, among other things:

merge or consolidate with another company;

transfer or sell all or substantially all of its properties or assets;

and lease all or substantially all of its properties or assets.

The terms of the 2026 Indenture contain customary events of default, including, but not limited to:

default for 30 days in the payment when due of interest on the 2026 WML Notes;

default in the payment when due of the principal of, or premium, if any, on the 2026 WML Notes;

failure to comply with any payment obligations relating to the repurchase by WML of the 2026 WML Notes upon a change of control;

failure to comply with certain covenants in the 2026 Indenture;

certain defaults on certain other indebtedness;

failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $ 50 million;

and certain events of bankruptcy or insolvency.

In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2026 WML Notes then outstanding will become due and payable immediately without further action or notice.

WML intends to use the net proceeds from the 2026 WML Notes for general corporate purposes until WML's business recovers from the effects of the COVID-19 pandemic, and then to facilitate the repayment of a portion of the amounts outstanding under the Wynn Macau Credit Facilities.

In addition, WML used a portion of the net proceeds from the 2026 WML Notes to pay related fees and expenses totaling $ 7.1 million, which was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

WRF 7 3/4% Senior Notes, due 2025

4 unchanged sentences

The 2025 WRF Notes will mature on April 15, 2025 and bear interest at the rate of 7 3/4% per annum payable in arrears semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020.

The WRF Issuers may redeem some or

The WRF Issuers may redeem some or all of the 2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100 % of the aggregate principal amount of the 2025 WRF Notes to be redeemed plus a "make-whole" premium and accrued and unpaid interest.

In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35 % of the original

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

all of the 2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100 % of the aggregate principal amount of the 2025 WRF Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest.

In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35 % of the original aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after April 15, 2022, the WRF Issuers may redeem some or all of the 2025 WRF Notes at the redemption prices set forth in the 2025 Indenture plus accrued and unpaid interest.

10 unchanged sentences

Therefore, the WRF 2025 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

WRF used the net proceeds from the 2025 WRF Notes offering for general corporate purposes and to pay related fees and expenses totaling $ 5.6 million, of which $ 5.2 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

WRF Credit Agreement Amendment

1 unchanged sentence

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2021 (unless earlier terminated by WRF), implement a financial covenant increase period (the "Financial Covenant Increase Period") commencing on the first day after the expiration of the Financial Covenant Relief Period and ending on the first day of the fourth fiscal quarter after the expiration of the Financial Covenant Relief Period (unless earlier terminated by WRF), amend the definition of "Consolidated EBITDA" in the WRF Credit Agreement during the Financial Covenant Increase Period, amend WRF's financial reporting obligations (including extensions to certain deadlines), add certain restrictions on restricted payments (including restrictions on a portion of dividends received from WRF's subsidiaries) during the Financial Covenant Relief Period and the Financial Covenant Increase Period, and amend the definition of "Material Adverse Effect" in the WRF Credit Agreement to take into consideration COVID-19.

During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant will be replaced with a minimum liquidity financial covenant that requires WRF and its restricted subsidiaries to maintain liquidity of at least $ 300.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in the WRF Credit Agreement, and the available borrowing capacity under the WRF Revolver).

Following the Financial Covenant Relief Period

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00.

Agreement, and the available borrowing capacity under the WRF Revolver).

Following the Financial Covenant Relief Period and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00.

Retail Term Loan Agreement Amendment

On May 5, 2020, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, entered into an amendment (the "Retail Term Loan Agreement Amendment") to its existing retail term loan agreement (the "Retail Term Loan Agreement").

The Retail Term Loan Agreement Amendment amends the Retail Term Loan Agreement to, among other things, temporarily suspend the requirement to maintain certain financial ratios to avoid triggering excess cash sweep provisions from the first quarter of 2020 through the fourth quarter of 2021.

Debt Covenant Compliance

As of March 31, 2020, management believes the Company was in compliance with all debt covenants.

As of June 30, 2020, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of March 31, 2020 and December 31, 2019, was approximately $ 9.96 billion and $ 10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.47 billion and $ 10.52 billion, respectively.

The estimated fair value of the Company's long-term debt as of June 30, 2020 and December 31, 2019, was approximately $ 12.03 billion and $ 10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.89 billion and $ 10.52 billion, respectively.

The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 7 - Stockholders' Equity

During the first quarter of 2020 and 2019, the Company paid a cash dividend of $ 1.00 and $ 0.75 per share, respectively, and recorded $ 107.5 million and $ 80.7 million as a reduction of retained earnings from cash dividends declared, respectively.

During the first quarter of 2020, the Company paid a cash dividend of $ 1.00 per share, and recorded $ 107.5 million as a reduction of retained earnings from cash dividends declared.

On May 6, 2020, the Company announced that it had suspended its quarterly dividend program due to the financial impact of the COVID-19 pandemic.

During the first and second quarter of 2019, the Company paid a cash dividend of $ 0.75 and $ 1.00 per share, respectively, and recorded $ 80.7 million and $ 107.6 million, respectively, as a reduction of retained earnings from cash dividends declared.

Noncontrolling Interests

During the three months ended March 31, 2020, the Retail Joint Venture made aggregate distributions of approximately $ 1.0 million to its non-controlling interest holder in the normal course of business.

During the three months ended March 31, 2019, the Retail Joint Venture did not make any distribution to its non-controlling interest holder.

For more information on the Retail Joint Venture, see Note 15 , "Retail Joint Venture".

The board of directors of WML concluded not to recommend the payment of a dividend with respect to the year ended December 31, 2019 due to the financial impact of the COVID-19 pandemic.

During the three months ended June 30, 2019 , WML paid a cash dividend of HK$ 0.45 per share for a total of $ 298.0 million.

The Company's share of this dividend was $ 215.0 million with a reduction of $ 83.0 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

March 31, 2020 December 31, 2019 Increase (decrease) March 31, 2019 December 31, 2018 Increase (decrease)

June 30, 2020 December 31, 2019 Increase (decrease) June 30, 2019 December 31, 2018 Increase (decrease)

Casino outstanding chips and front money deposits (1)

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

$ 3,196 $ 1,790 $ 2,300 $ 4,374

Rooms 346 223 695 441

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General and administrative (2)

16,792 6,938 25,993 13,768

Pre-opening — 340 — 670

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Total stock-based compensation costs $ 21,570 $ 9,913 $ 31,151 $ 20,315

(1) For the three months ended March 31, 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

(1) For the six months ended June 30, 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

(2) For the three and six months ended June 30, 2020, reflects compensation cost of $ 4.4 million recognized in connection with the vesting of restricted stock performance awards.

Note 11 - Income Taxes

The Company recorded an income tax expense of $ 75.8 million and $ 1.7 million for the three months ended March 31, 2020 and 2019, respectively.

The 2020 and 2019 income tax expense primarily related to the increase in the valuation allowance for U.S foreign tax credits.

The Company recorded an income tax expense of $ 80.9 million and an income tax benefit of $ 2.0 million for the three months ended June 30, 2020 and 2019, respectively, and an income tax expense of $ 156.7 million and an income tax benefit of $ 0.3 million for the six months ended June 30, 2020 and 2019.

The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits and U.S.

loss carryforwards.

The 2019 income tax benefit primarily related to the decrease in the valuation allowance for U.S foreign tax credits.

The Company records valuation allowances on certain of its U.S.

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Wynn Macau SA received a five year exemption from Macau's 12 % Complementary Tax on casino gaming profits through December 31, 2020.

Accordingly, for the three months ended March 31, 2019, the Company was exempt from the payment of such taxes totaling $ 22.8 million.

For the three months ended March 31, 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

Accordingly, for the three months ended June 30, 2019, the Company was exempt from the payment of such taxes totaling $ 19.8 million.

For the six months ended June 30, 2019, the Company was exempt from the payment of such taxes totaling $ 42.6 million.

For the three and six months ended June 30, 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Net income (loss) attributable to Wynn Resorts, Limited $ ( 637,564 ) $ 94,551 $ ( 1,039,601 ) $ 199,423

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Minimum rental income $ 28,073 $ 33,671 $ 59,723 $ 66,379

7 unchanged sentences

On November 7, 2014, the gaming license became effective.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revere Action

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Mohegan Sun ("Mohegan") the other applicant for the Boston area license, joined the lawsuit and challenged the MGC's award of the Boston area license.

On December 3, 2015, the court granted the MGC's motion to dismiss the claims asserted in the Revere Action and the court

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

dismissed all claims except Mohegan's claim alleging procedural error by the MGC in granting the license to Wynn MA.

On December 3, 2015, the court granted the MGC's motion to dismiss the claims asserted in the Revere Action and the court dismissed all claims except Mohegan's claim alleging procedural error by the MGC in granting the license to Wynn MA.

The plaintiffs appealed.

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The court approved the settlement agreement on February 12, 2020, and entered a written order approving the settlement on March 10, 2020.

The settlement agreement becomes effective following the exhaustion of any appeals.

Following dismissal of the only appeal, the settlement agreement has now become effective and final.

Following the dismissal, the Company has received net proceeds of $ 27.7 million, which has been recognized as a reduction of general and administrative expense within the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020.

In 2018, several actions filed in the United States District Court, District of Nevada were consolidated as In re Wynn Resorts, Ltd.

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On March 25, 2020, the parties stipulated to dismiss the Federal Derivative Case given the approved settlement in the State Derivative Case.

On March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the Company.

On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case, which is stayed.

On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case.

Each of the actions seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case.

On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case.

On April 30, 2020, the Company filed a motion for summary judgment, seeking dismissal of the claims given the approved settlement in the State Derivative Case.

Individual Stockholder Actions

3 unchanged sentences

On January 29, 2019, the defendants filed motions to dismiss each of the Individual Stockholder Actions.

On December 12, 2019, the court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019.

On December 12, 2019, the district court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019.

On January 7, 2020, the Nevada Supreme Court stayed the underlying Individual Stockholder Actions pending a decision on the defendants' appeal.

On July 27, 2020, the Supreme Court issued an order mandating that the district court dismiss the action.

Securities Action

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The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs.

The defendants have filed motions to dismiss, which are currently pending before the court.

On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend.

On July 1, 2020, the plaintiffs filed an amended complaint.

The Company is now preparing a motion to dismiss the amended complaint.

The defendants in these actions will vigorously defend against the claims pleaded against them.

These actions are in preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any.

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws.

The Company received requests for information from the U.S.

Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and in the first half of 2020, received two grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.

The Company continues to cooperate with the U.S.

Attorney’s Office in its investigation, which remains ongoing.

Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, or reasonably estimate the possible loss or range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company.

Note 15 - Retail Joint Venture

As of March 31, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $ 92.8 million and $ 90.0 million, respectively, and total liabilities of $ 637.4 million and $ 622.4 million, respectively.

As of March 31, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $ 611.9 million and $ 611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

As of June 30, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $ 97.0 million and $ 90.0 million, respectively, and total liabilities of $ 640.5 million and $ 622.4 million, respectively.

As of June 30, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $ 612.0 million and $ 611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 - Segment Information

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Operating revenues

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Entertainment, retail and other (1)

206 308 7,745 308

Total Encore Boston Harbor 206 18,800 141,096 18,800

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Adjusted Property EBITDA (2)

6 unchanged sentences

Encore Boston Harbor (4)

( 53,779 ) 146 ( 66,415 ) 146

Total ( 322,897 ) 480,583 ( 328,226 ) 975,360

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Corporate expenses and other (5)

( 8,984 ) 35,295 15,208 97,844

Stock-based compensation (6)

21,084 9,490 30,448 19,498

Total other operating expenses 200,119 261,867 442,201 501,468

8 unchanged sentences

Income (loss) before income taxes ( 653,931 ) 140,243 ( 1,028,384 ) 301,659

Provision for income taxes ( 75,800 ) ( 1,685 )

(Provision) benefit for income taxes ( 80,938 ) 1,991 ( 156,738 ) 306

Net income (loss) ( 734,869 ) 142,234 ( 1,185,122 ) 301,965

13 unchanged sentences

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

(3) For the three months ended March 31, 2020, includes $ 56.4 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S.

(3) For the three months ended June 30, 2020, ex cludes $ 56.4 million of expense acc rued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S.

employees for the period from April 1 through May 15, 2020.

(4) For the three months ended March 31, 2020, includes $ 19.3 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S.

(4) For the three months ended June 30, 2020, excludes $ 19.3 million of expense accrued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S.

employees for the period from April 1 through May 15, 2020.

(5) Excludes $ 0.3 million included in pre-opening expenses for the three months ended March 31, 2019.

(5) For the three and six months ended June 30, 2020, includes a $ 27.7 million net gain recorded in relation to a derivative litigation settlement.

For the six months ended June 30, 2019, includes a $ 35.0 million nonrecurring regulatory expense.

(6) Excludes $ 0.4 million and $ 0.7 million included in pre-opening expenses for the three and six months ended June 30, 2019, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements