What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-08-06 compared with 2020-05-08 · 293 added, 124 removed, 367 unchanged (53% of the section changed)

14 unchanged sentences

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, our 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.

We are currently unable to determine when these measures will be lifted.

Visitation to Macau has fallen meaningfully since the outbreak of COVID-19.

Total visitation from mainland China to Macau decreased by 97.2% and 96.3% in February and March 2020, respectively, compared to the same periods in 2019.

The decrease in visitation is driven by the numerous measures put in place by the governments of China and Macau, including the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, traveler 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.

The Company is currently unable to determine when these restrictions will be modified or lifted.

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.

Total visitation from mainland China to Macau decreased by 99.3% and 83.7% in the three and six months ended June 30, 2020, compared to the same periods in 2019.

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.

Las Vegas Operations and Encore Boston Harbor

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 disruptions arising from the COVID-19 outbreak have had, during the three months ended March 31, 2020, and will continue to have an adverse effect on the Company's results of operations.

Wynn Las Vegas and Encore Boston Harbor are effectively generating no revenue during the periods of their respective closures, and our Macau Operations are generating extremely limited revenue.

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 commenced operations on June 23, 2019.

In response to the COVID-19 pandemic, Encore Boston Harbor ceased all operations and closed to the public 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 disruptions arising from the COVID-19 outbreak have had, during the three and six months ended June 30, 2020, and will continue to have an adverse effect on the Company's results of operations.

Our operations are generating extremely limited revenue.

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, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 and potentially thereafter will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 pandemic will end, when or if our properties will return to pre-pandemic demand and pricing, when or how quickly the current travel restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business.

41 unchanged sentences

Results of Operations

Summary of first quarter 2020 results

Summary of second quarter 2020 results

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

Three Months Ended March 31,

2020 2019 Increase/ (Decrease) Percent Change

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

2020 2019 Increase/ (Decrease) Percent Change 2020 2019 Increase/ (Decrease) Percent Change

Operating revenues $ 85,698 $ 1,658,332 $ (1,572,634) (94.8) $ 1,039,414 $ 3,309,878 $ (2,270,464) (68.6)

4 unchanged sentences

(1) See Item 1—"Financial Statements," Note 16, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net income (loss) attributable to Wynn Resorts, Limited.

The decrease in operating revenues for the three months ended March 31, 2020 was primarily driven by decreases of $467.1 million, $294.4 million, and $77.2 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These declines were precipitated by the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis, and the closure of our Las Vegas Operations on March 17, 2020 for the remainder of the first quarter of 2020.

Operating revenues from Encore Boston Harbor were $140.9 million.

Encore Boston Harbor closed to the public on March 15, 2020 for the remainder of the first quarter of 2020.

The decrease in net income (loss) attributable to Wynn Resorts, Limited for the three months ended March 31, 2020 was primarily related to the adverse effects of the COVID-19 outbreak on the results of our operations for the three months ended March 31, 2020, and includes the impact of $75.7 million of expense accrued during the quarter related to our 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.

The decrease in Adjusted Property EBITDA for the three months ended March 31, 2020 was driven by decreases of $212.4 million, $144.7 million, and $130.4 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

The decrease in operating revenues for the three months ended June 30, 2020 was primarily driven by decreases of $620.2 million, $534.6 million, and $399.3 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These declines were precipitated by the continued adverse effects of the COVID-19 pandemic, including travel restrictions and

capacity limitations which remain in effect in Macau and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020.

Encore Boston Harbor closed to the public on March 15, 2020 and remained closed until July 12, 2020.

The decrease in net income (loss) attributable to Wynn Resorts, Limited for the three months ended June 30, 2020 was primarily related to the adverse effects of the COVID-19 pandemic on the results of our operations.

Net income (loss) attributable to Wynn Resorts, Limited for the three months ended June 30, 2020 excludes the impact of $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

The decrease in Adjusted Property EBITDA for the three months ended June 30, 2020 was driven by decreases of $278.1 million, $258.5 million, and $213.0 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

Adjusted Property EBITDA from Encore Boston Harbor was $(53.8) million.

Adjusted Property EBITDA for the first quarter of 2020 includes the impact of $75.7 million of expense related to our 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.

Financial results for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

Financial results for the three months ended June 30, 2020 compared to the three months ended June 30, 2019.

Operating revenues

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

Three Months Ended March 31,

Three Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent

8 unchanged sentences

$ 85,698 $ 1,658,332 $ (1,572,634) (94.8)

(1) Encore Boston Harbor opened on June 23, 2019.

(1) Encore Boston Harbor commenced operations on June 23, 2019.

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

Three Months Ended March 31,

Three Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent

7 unchanged sentences

$ 85,698 $ 1,658,332 $ (1,572,634) (94.8)

Casino revenues for the three months ended March 31, 2020 were 59.8% of operating revenues, compared to 71.8% for the same period of 2019.

Non-casino revenues for the three months ended March 31, 2020 were 40.2% of operating revenues, compared to 28.2% for the same period of 2019.

Casino revenues for the three months ended June 30, 2020 were 11.0% of operating revenues, compared to 68.9% for the same period of 2019.

Non-casino revenues for the three months ended June 30, 2020 were 89.0% of operating revenues, compared to 31.1% for the same period of 2019.

Casino revenues

Casino revenues decreased primarily due to the adverse effects of the COVID-19 outbreak, including the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis, and the closure of Encore Boston Harbor on March 15, 2020 and our Las Vegas Operations on March 17, 2020 for the remainder of the first quarter of 2020.

Casino revenues from Encore Boston Harbor totaled $101.8 million.

Casino revenues decreased primarily due to the adverse effects of the COVID-19 pandemic, including widespread travel restrictions and capacity limitations and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter.

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,

Three Months Ended June 30,

2020 2019 Increase/

32 unchanged sentences

Poker rake $ — $ 4,674 $ (4,674) (100.0)

Three Months Ended March 31,

Three Months Ended June 30,

2020 2019 Increase/

12 unchanged sentences

Poker rake $ — $ 4,119 $ (4,119) (100.0)

Encore Boston Harbor casino revenues and associated key operating measures have been omitted from the table.

As a result of the COVID-19 pandemic, our operations at Encore Boston Harbor were closed throughout the second quarter in 2020.

In addition, the results of the eight days of its operations during the second quarter of 2019 between its June 23, 2019 opening and June 30, 2019 are not considered material to our consolidated results of operations for the three months ended June 30, 2019.

Non-casino revenues

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

Three Months Ended June 30,

2020 2019 Increase/

(Decrease) Percent Change

Macau Operations:

Wynn Palace :

Total room revenues (dollars in thousands) $ 2,431 $ 43,183 $ (40,752) (94.4)

Occupancy 4.4 % 97.4 % (93.0)

ADR $ 339 $ 265 $ 74 27.9

REVPAR $ 15 $ 258 $ (243) (94.2)

Total room revenues (dollars in thousands) $ 2,631 $ 26,465 $ (23,834) (90.1)

Occupancy 7.5 % 98.9 % (91.4)

ADR $ 342 $ 281 $ 61 21.7

REVPAR $ 25 $ 278 $ (253) (91.0)

Las Vegas Operations:

Total room revenues (dollars in thousands) $ 12,353 $ 127,554 $ (115,201) (90.3)

Occupancy 43.7 % 90.1 % (46.4)

ADR $ 226 $ 333 $ (107) (32.1)

REVPAR $ 99 $ 300 $ (201) (67.0)

Encore Boston Harbor room revenues and associated key operating measures have been omitted from the table.

As a result of the COVID-19 pandemic, our operations at Encore Boston Harbor were closed throughout the second quarter in 2020.

In addition, the results of the eight days of its operations during the second quarter of 2019 are not considered material to our consolidated results of operations for the three months ended June 30, 2019.

Room revenues decreased $181.4 million, primarily due to lower occupancy at Wynn Palace and Wynn Macau and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Food and beverage revenues decreased $194.0 million, primarily due to decreased covers at our restaurants at our Macau Operations and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Entertainment, retail and other revenues decreased $64.1 million, primarily due to a decrease in visitation to our Macau Operations and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Operating expenses

The table below presents operating expenses (in thousands):

Three Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating expenses:

Casino $ 131,138 $ 724,987 $ (593,849) (81.9)

Rooms 30,367 66,148 (35,781) (54.1)

Food and beverage 61,889 182,080 (120,191) (66.0)

Entertainment, retail and other 16,873 43,514 (26,641) (61.2)

General and administrative 152,081 202,224 (50,143) (24.8)

Provision for credit losses 28,347 3,581 24,766 691.6

Pre-opening 2,186 69,883 (67,697) (96.9)

Depreciation and amortization 179,266 140,269 38,997 27.8

Property charges and other 6,567 6,930 (363) (5.2)

Total operating expenses $ 608,714 $ 1,439,616 $ (830,902) (57.7)

Total operating expenses decreased $830.9 million compared to the second quarter of 2019, primarily due to decreased expenses related to the impact of the COVID-19 pandemic on our resorts, partially offset by increased operating expenses following the opening of Encore Boston Harbor in June 2019.

Operating expenses for the second quarter of 2020 exclude $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

Casino expenses decreased $311.8 million, $260.3 million, and $27.7 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These decreases were primarily due to reductions in gaming tax expense commensurate with the declines in casino revenues at each property resulting from the effects of the COVID-19 pandemic.

Casino expenses for the second quarter of 2020 exclude expense of $7.9 million from Encore Boston Harbor and $12.8 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Room expenses decreased $28.7 million, $6.6 million, and $2.1 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau respectively.

The decreases were primarily a result of lower operating costs related to the decline in occupancy at each property resulting from the effects of the COVID-19 pandemic.

Room expenses for the second quarter of 2020 exclude expense of $1.5 million from Encore Boston Harbor and $8.3 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Food and beverage expenses decreased $100.5 million, $15.3 million, and $7.3 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The decreases were primarily a result of lower operating costs related to the declines in food and beverage revenues at each property resulting from the effects of the COVID-19 pandemic.

Food and beverage expenses for the second quarter of 2020 exclude expense of $20.8 million from our Las Vegas Operations and $4.8 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

Entertainment, retail and other expenses decreased $20.5 million, $5.4 million, and $2.4 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

Entertainment, retail and other expenses exclude expense of $4.1 million from our Las Vegas Operations and

$0.7 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

General and administrative expenses decreased primarily due to decreases of $14.6 million, $7.0 million and $14.6 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These decreases were primarily attributable to the effects of the COVID-19 pandemic.

General and administrative expenses exclude expense of $10.2 million from our Las Vegas Operations and $4.4 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

In addition, corporate and other general and administrative expenses decreased $37.2 million, primarily due to a credit of $27.7 million for the net proceeds of a derivative action settlement recognized during the three months ended June 30, 2020.

These decreases were partially offset by an increase of $23.3 million of general and administrative expenses from Encore Boston Harbor due to the opening of the property in June 2019.

Provision for credit losses increased primarily due to increases of $6.4 million, $12.0 million and $5.6 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The increases were 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, on our estimated credit loss for the respective periods.

For the three months ended June 30, 2020, pre-opening expenses totaled $2.2 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the three months ended June 30, 2019, pre-opening expenses totaled $69.9 million, which primarily related to the development of Encore Boston Harbor.

Depreciation and amortization increased primarily due to additional depreciation expense of $36.9 million associated with the opening of Encore Boston Harbor in June 2019.

Our property charges and other expenses for the quarter ended June 30, 2020 consisted primarily of asset disposals, abandonments and retirements of $3.6 million and $1.0 million at Encore Boston Harbor and Wynn Palace, respectively.

Interest expense, net of capitalized interest

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

Three Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent

Interest expense

Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 133,218 $ 117,276 $ 15,942 13.6

Capitalized interest — (24,127) (24,127) (100.0)

$ 133,218 $ 93,149 $ 40,069 43.0

Weighted average total debt balance $ 12,143,644 $ 9,204,417

Weighted average interest rate 4.38 % 5.08 %

Interest costs increased due to an increase in the weighted average debt balance, partially offset by a decrease in the weighted average interest rate.

Capitalized interest decreased due to the completion of Encore Boston Harbor construction activities on June 23, 2019.

Other non-operating income and expenses

We incurred a foreign currency remeasurement gain of $2.2 million and $11.7 million for the three months ended June 30, 2020 and 2019, 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 $3.3 million and $3.3 million for the three months ended June 30, 2020 and 2019, respectively, from change in derivatives fair value.

We 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.

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.

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $97.3 million for the three months ended June 30, 2020, compared to net income of $47.7 million for the same period of 2019.

These amounts are primarily related to the noncontrolling interests' share of net income (loss) from WML.

Financial results for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.

Operating revenues

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

Six Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating revenues

Macau Operations:

Wynn Palace $ 268,231 $ 1,355,538 $ (1,087,307) (80.2)

Wynn Macau 241,377 1,070,365 (828,988) (77.4)

Total Macau Operations 509,608 2,425,903 (1,916,295) (79.0)

Las Vegas Operations 388,710 865,175 (476,465) (55.1)

Encore Boston Harbor (1)

141,096 18,800 122,296 650.5

$ 1,039,414 $ 3,309,878 $ (2,270,464) (68.6)

(1) Encore Boston commenced operations on June 23, 2019.

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

Six Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating revenues

Casino revenues $ 580,202 $ 2,327,604 $ (1,747,402) (75.1)

Non-casino revenues:

Rooms 170,096 390,077 (219,981) (56.4)

Food and beverage 173,421 391,241 (217,820) (55.7)

Entertainment, retail and other 115,695 200,956 (85,261) (42.4)

Total non-casino revenues 459,212 982,274 (523,062) (53.3)

$ 1,039,414 $ 3,309,878 $ (2,270,464) (68.6)

Casino revenues for the six months ended June 30, 2020 were 55.8% of operating revenues, compared to 70.3% for the same period of 2019.

Non-casino revenues for the six months ended June 30, 2020 were 44.2% of operating revenues, compared to 29.7% for the same period of 2019.

Casino revenues

Casino revenues decreased primarily due to the adverse effects of the COVID-19 pandemic, including the closure of our casino operations in Macau for a 15-day period in February and their subsequent reopening on a reduced basis, and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter.

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

Six Months Ended June 30,

2020 2019 Increase/(Decrease) Percent

Macau Operations:

Total casino revenues $ 196,148 $ 1,151,720 $ (955,572) (83.0)

Average number of table games 95 112 (17) (15.2)

VIP turnover $ 6,512,279 $ 26,015,909 $ (19,503,630) (75.0)

VIP table games win $ 109,763 $ 897,592 $ (787,829) (87.8)

VIP win as a % of turnover 1.69 % 3.45 % (1.76)

Table games win per unit per day $ 6,865 $ 44,464 $ (37,599) (84.6)

Average number of table games 201 212 (11) (5.2)

Table drop $ 497,252 $ 2,571,076 $ (2,073,824) (80.7)

6 unchanged sentences

Slot machine win per unit per day $ 208 $ 479 $ (271) (56.6)

Total casino revenues $ 186,604 $ 931,446 $ (744,842) (80.0)

Average number of table games 86 111 (25) (22.5)

VIP turnover $ 3,571,290 $ 19,469,660 $ (15,898,370) (81.7)

VIP table games win $ 110,464 $ 601,107 $ (490,643) (81.6)

VIP win as a % of turnover 3.09 % 3.09 % —

Table games win per unit per day $ 7,623 $ 29,824 $ (22,201) (74.4)

Average number of table games 208 206 2 1.0

Table drop $ 619,052 $ 2,699,128 $ (2,080,076) (77.1)

Table games win $ 121,333 $ 543,669 $ (422,336) (77.7)

Table games win % 19.6 % 20.1 % (0.5)

Table games win per unit per day $ 3,472 $ 14,608 $ (11,136) (76.2)

Average number of slot machines 529 827 (298) (36.0)

Slot machine handle $ 428,549 $ 1,720,151 $ (1,291,602) (75.1)

Slot machine win $ 15,921 $ 80,709 $ (64,788) (80.3)

Slot machine win per unit per day $ 179 $ 539 $ (360) (66.8)

Poker rake $ 2,083 $ 10,426 $ (8,343) (80.0)

Six Months Ended June 30,

2020 2019 Increase/(Decrease) Percent

Las Vegas Operations:

Total casino revenues $ 95,660 $ 231,437 $ (135,777) (58.7)

Average number of table games 233 238 (5) (2.1)

Table drop $ 505,806 $ 844,839 $ (339,033) (40.1)

Table games win $ 100,584 $ 237,765 $ (137,181) (57.7)

Table games win % 19.9 % 28.1 % (8.2)

Table games win per unit per day $ 4,152 $ 5,517 $ (1,365) (24.7)

Average number of slot machines 1,762 1,798 (36) (2.0)

Slot machine handle $ 911,226 $ 1,600,949 $ (689,723) (43.1)

Slot machine win $ 64,197 $ 109,672 $ (45,475) (41.5)

Slot machine win per unit per day $ 350 $ 337 $ 13 3.9

Poker rake $ 2,175 $ 6,579 $ (4,404) (66.9)

Encore Boston Harbor (1) :

Total casino revenues $ 101,790 $ 13,001 $ 88,789 —

Average number of table games 160 — 160 —

Table drop $ 275,631 $ — $ 275,631 —

Table games win $ 57,286 $ — $ 57,286 —

Table games win % 20.8 % — % 20.8

Table games win per unit per day $ 4,826 $ — $ 4,826 —

Average number of slot machines 2,837 — 2,837 —

Slot machine handle $ 767,739 $ — $ 767,739 —

Slot machine win $ 59,448 $ — $ 59,448 —

Slot machine win per unit per day $ 283 $ — $ 283 —

Poker rake $ 5,105 $ — $ 5,105 —

(1) Encore Boston Harbor opened on June 23, 2019.

The results of the eight days of its operations during the second quarter of 2019 are not considered material to our consolidated results of operations for the six months ended June 30, 2019.

Accordingly, Encore Boston Harbor key operating measures for the six months ended June 30, 2019 have been omitted from the table.

Non-casino revenues

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

Three Months Ended March 31,

2020 2019 Increase/

(Decrease) Percent Change

Six Months Ended June 30,

2020 2019 Increase/(Decrease) Percent Change

Macau Operations:

Wynn Palace :

Total room revenues (dollars in thousands) $ 22,141 $ 86,498 $ (64,357) (74.4)

17 unchanged sentences

(1) Encore Boston Harbor opened on June 23, 2019.

Room revenues decreased $38.6 million, primarily due to lower occupancy at Wynn Palace and Wynn Macau and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak.

The results of the eight days of its operations during the second quarter of 2019 are not considered material to our consolidated results of operations for the six months ended June 30, 2019.

Accordingly, Encore Boston Harbor key operating measures for the six months ended June 30, 2019 have been omitted from the table.

Room revenues decreased $220.0 million, primarily due to lower occupancy at Wynn Palace and Wynn Macau and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Room revenues from Encore Boston Harbor were $11.0 million.

Food and beverage revenues decreased $23.8 million, primarily due to decreased covers at our restaurants at our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak.

Food and beverage revenues decreased $217.8 million, primarily due to decreased covers at our restaurants at our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Food and beverage revenues from Encore Boston Harbor were $20.6 million.

Entertainment, retail and other revenues decreased $21.1 million, primarily due to a decrease in visitation to our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak.

Entertainment, retail and other revenues decreased $85.3 million, primarily due to a decrease in visitation to our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Entertainment, retail and other revenues from Encore Boston Harbor were $7.7 million.

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The table below presents operating expenses (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent Change

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Total operating expenses $ 1,809,841 $ 2,835,986 $ (1,026,145) (36.2)

Total operating expenses decreased $195.2 million compared to the first quarter of 2019, primarily due to decreased casino and pre-opening expenses, partially offset by $75.7 million of expense accrued during the quarter related to our 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, and increased depreciation and amortization expense of $36.9 million following the opening of Encore Boston Harbor in June 2019.

Casino expenses decreased primarily due to decreases of $235.6 million and $147.4 million at Wynn Palace and Wynn Macau, respectively, commensurate with the decreases in casino revenues at each property.

These decreases were partially offset by $67.1 million from Encore Boston Harbor and an increase of $8.6 million from our Las Vegas Operations, inclusive of $7.9 million and $12.8 million, respectively, of expense accrued during the quarter related to our 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.

Room expenses increased primarily due to $9.6 million from Encore Boston Harbor and an increase of $3.4 million at our Las Vegas Operations, inclusive of $1.5 million and $8.3 million, respectively, of expense accrued during the quarter related to our 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.

The increase was partially offset by a decrease of $2.8 million at Wynn Palace, commensurate with the decrease in room revenues.

Food and beverage expenses increased primarily due to $26.2 million from Encore Boston Harbor and an increase of $12.9 million at our Las Vegas Operations, inclusive of $4.8 million and $20.8 million, respectively, of expense accrued during the quarter related to our 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.

The increase was partially offset by decreases of $9.1 million and $2.9 million at Wynn Palace and Wynn Macau, respectively, primarily due to decreased costs of sales associated with a decrease in covers.

Entertainment, retail and other expenses increased primarily due to $5.0 million from Encore Boston Harbor and an increase of $3.2 million at our Las Vegas Operations, inclusive of $0.7 million and $4.1 million, respectively, of expense accrued during the quarter related to our 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.

The increase was partially offset by decreases of $4.5 million and $2.3 million at Wynn Palace and Wynn Macau, respectively, primarily due to the closure of certain owned retail outlets at our Macau Operations and their conversion to leased outlets during 2019.

General and administrative expenses increased primarily due to $45.6 million from Encore Boston Harbor and an increase of $13.1 million at our Las Vegas Operations, inclusive of $4.4 million and $10.2 million, respectively, of expense accrued during the quarter related to our 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.

The increase was partially offset by decreases of $4.3 million and $0.6 million at Wynn Palace and Wynn Macau, respectively.

In addition, corporate and other general and administrative expenses decreased $38.5 million, primarily due to a fine of $35 million assessed by the Massachusetts Gaming Commission incurred during the three months ended March 31, 2019.

Provision for credit losses increased primarily due to increases of $11.7 million, $1.8 million and $0.9 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The increases were primarily due to the impact of historical collection patterns and current collection trends in light of the COVID-19 outbreak, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

For the three months ended March 31, 2020, pre-opening expenses totaled $2.6 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the three months ended March 31, 2019, pre-opening expenses totaled $27.7 million, which primarily related to the development of Encore Boston Harbor.

Depreciation and amortization increased primarily due to additional depreciation expense of $36.9 million associated with the opening of Encore Boston Harbor in June 2019 and an increase of $2.7 million at our Las Vegas Operations associated with the opening of the meeting and convention expansion in February 2020.

Our property charges and other expenses for the quarter ended March 31, 2020 consisted primarily of asset abandonments and retirements of $22.2 million and $1.4 million at Wynn Palace and Wynn Macau, respectively.

Total operating expenses decreased $1.03 billion compared to the six months ended June 30, 2019, primarily due to decreased expenses related to the impact of the COVID-19 pandemic on our resorts, partially offset by increased operating expenses following the opening of Encore Boston Harbor in June 2019.

Casino expenses decreased $547.4 million, $407.7 million, and $19.2 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These decreases were primarily due to reductions in gaming tax expense commensurate with the declines in casino revenues at each property resulting from the effects of the COVID-19 pandemic, and were partially offset by increased casino expenses of $73.1 million from Encore Boston Harbor.

Room expenses decreased $25.2 million, $9.4 million.

and $2.6 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The decreases were primarily a result of lower operating costs related to the decline in occupancy at each property resulting from the effects of the COVID-19 pandemic, and were partially offset by increased room expenses of $11.3 million from Encore Boston Harbor.

Food and beverage expenses decreased $87.6 million, $24.4 million, and $10.2 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The decreases were primarily a result of lower operating costs related to the declines in food and beverage revenues at each property resulting from the effects of the COVID-19 pandemic, and were partially offset by increased food and beverage expenses of $29.1 million at Encore Boston Harbor.

Entertainment, retail and other expenses decreased primarily due to decreases of $17.3 million, $9.8 million and $4.6 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

The decreases were primarily a result of lower operating costs related to the declines in entertainment, retail and other revenues at each property resulting from the effects of the COVID-19 pandemic, and were partially offset by increased entertainment, retail and other expenses of $6.6 million at Encore Boston Harbor.

General and administrative expenses decreased primarily due to decreases of $18.9 million and $7.6 million at Wynn Palace and Wynn Macau, respectively.

These decreases were primarily attributable to the effects of the COVID-19 pandemic.

In addition, corporate and other general and administrative expenses decreased $74.0 million, primarily due to a credit of $27.7 million for the net proceeds of a derivative action settlement recognized during the three months ended June 30, 2020, and a fine of $35.0 million assessed by the Massachusetts Gaming Commission which was incurred during the three months ended March 31, 2019.

These decreases were partially offset by an increase of $68.9 million of general and administrative expenses from Encore Boston Harbor due to the opening of the property in June 2019.

The provision for credit losses increased $18.0 million, $13.8 million and $6.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

For the six months ended June 30, 2020, pre-opening expenses totaled $4.7 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the six months ended June 30, 2019, pre-opening expenses totaled $97.6 million, which primarily related to the development of Encore Boston Harbor.

Depreciation and amortization increased primarily due to additional depreciation expense of $73.8 million associated with the opening of Encore Boston Harbor and an increase of $6.8 million at our Las Vegas Operations associated with the opening of the meeting and convention expansion in February 2020.

Our property charges and other expenses for the six months ended June 30, 2020 consisted primarily of asset disposals, abandonments and retirements of $23.3 million and $3.9 million at Wynn Palace and Encore Boston Harbor, respectively.

Interest expense, net of capitalized interest

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

Three Months Ended March 31,

2020 2019 Increase/ (Decrease) Percent

Six Months Ended June 30,

2020 2019 Increase/ (Decrease) Percent Change

Interest expense

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Weighted average interest rate 4.57 % 5.05 %

Interest costs increased due to an increase in the weighted average debt balance, partially offset by the decrease in the weighted average interest rate.

Interest costs increased due to an increase in the weighted average debt balance, partially offset by a decrease in the weighted average interest rate.

Capitalized interest decreased due to the completion of Encore Boston Harbor construction activities on June 23, 2019.

Other non-operating income and expenses

We incurred a foreign currency remeasurement gain of $10.3 million and loss of $6.4 million for the three months ended March 31, 2020 and 2019, respectively.

We incurred a foreign currency remeasurement gain of $12.6 million and $5.4 million for the six months ended June 30, 2020 and 2019, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S.

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dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

We recorded a loss of $15.7 million and $1.5 million for the three months ended March 31, 2020 and 2019, respectively, from change in derivatives fair value.

We 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.

We recorded a loss of $19.0 million and $4.8 million for the six months ended June 30, 2020 and 2019, respectively, from change in derivatives fair value.

We recorded 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, respectively.

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.

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $48.2 million for the three months ended March 31, 2020, compared to income of $54.9 million for the same period of 2019.

Net loss attributable to noncontrolling interests was $145.5 million for the six months ended June 30, 2020, compared to net income of $102.5 million for the same period of 2019.

These amounts are primarily related to the noncontrolling interests' share of net income (loss) from WML.

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The following table summarizes Adjusted Property EBITDA (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 16, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net income (loss) attributable to Wynn Resorts, Limited.

Three Months Ended March 31,

2020 2019 Increase/ (Decrease) Percent Change

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

2020 2019 Increase/ (Decrease) Percent Change 2020 2019 Increase/ (Decrease) Percent Change

Wynn Palace $ (110,908) $ 167,165 $ (278,073) (166.3) $ (100,732) $ 389,751 $ (490,483) (125.8)

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Encore Boston Harbor (1)

(12,636) — (12,636) —

(53,779) 146 (53,925) NM (66,415) 146 (66,561) NM

(1) Encore Boston Harbor opened on June 23, 2019.

Adjusted Property EBITDA decreased $212.4 million and $144.7 million at Wynn Palace and Wynn Macau, respectively.

The decreases were primarily attributable to a decline in operating revenues precipitated by the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis.

Adjusted Property EBITDA decreased $130.4 million at our Las Vegas Operations, primarily due to the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, including the closure of our Las Vegas Operations on March 17, 2020 for the remainder of the quarter.

In addition, Adjusted Property EBITDA for our Las Vegas Operations includes the impact of $56.4 million of expense related to our 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.

Adjusted Property EBITDA from Encore Boston Harbor for the three months ended March 31, 2020 was $(12.6) million, which includes the impact of $19.3 million of expense related to our 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.

Encore Boston Harbor closed to the public on March 15, 2020 for the remainder of the first quarter of 2020.

NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace decreased $278.1 million and $490.5 million for the three and six months ended June 30, 2020, respectively, primarily du e to a decline in operating revenues precipitated by the adverse effects of the COVID-19 pandemic during the three and six months ended June 30, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis.

Adjusted Property EBITDA at Wynn Macau decreased $258.5 million and $403.2 million for the three and six months ended June 30, 2020, respectively, primarily du e to a decline in operating revenues precipitated by the adverse effects of the COVID-19 pandemic during the three and six months ended June 30, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis.

Adjusted Property EBITDA decreased $213.0 million and $343.3 million at our Las Vegas Operations, primarily due to the adverse effects of the COVID-19 pandemic during the three and six months ended June 30, 2020, including the closure of our Las Vegas Operation s on March 17, 2020 for a 79-day period and their subsequent reopening on a reduced basis.

Adjusted Property EBITDA from Encore Boston Harbor for the three and six months ended June 30, 2020 was $(53.8) million and $(66.4) million, respectively.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter.

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

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Our cash flows were as follows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows - Summary 2020 2019

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Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the three months ended March 31, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 outbreak on the results of our operations for the three months ended March 31, 2020.

During the three months ended March 31, 2019, the increase in net cash provided by operations was primarily driven by an increase in net income.

During the six months ended June 30, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 pandemic on the results of our operations.

During the six months ended June 30, 2019, the increase in net cash provided by operations was primarily driven by an increase in net income.

Investing Activities

Our investing activities primarily consist of project capital expenditures, such as the construction of Encore Boston Harbor, which opened in June 2019, and the construction of the meeting and convention expansion, which opened in February 2020, as well as maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

In light of the unprecedented COVID-19 outbreak and our focus on safeguarding the Company's operations and the well-being of our employees, we expect to temporarily postpone major project capital expenditures for the remainder of fiscal year 2020, including the Wynn Tower room remodel at Wynn Las Vegas.

Our investing activities primarily consist of project capital expenditures, such as the construction of Encore Boston Harbor, which opened in June 2019, and the construction of the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020, as well as maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

In light of the unprecedented COVID-19 pandemic and our focus on safeguarding the Company's operations and the well-being of our employees, we expect to temporarily postpone major project capital expenditures for the remainder of fiscal year 2020, including the Wynn Tower room remodel at Wynn Las Vegas.

We will be continuously monitoring the situation and conditions in the markets in which we operate, and will resume such project capital expenditures when conditions have stabilized.

During the three months ended March 31, 2020, we incurred capital expenditures of $43.6 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $37.0 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $12.2 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $17.5 million and $26.6 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

During the three months ended March 31, 2019, we incurred capital expenditures of $170.6 million related to the construction of Encore Boston Harbor and $48.8 million related to the construction of the additional meeting and convention space at Wynn Las Vegas and the reconfiguration of the Wynn Las Vegas golf course.

During the six months ended June 30, 2020, we incurred capital expenditures of $48.1 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $57.5 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $23.1 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $27.5 million and $32.5 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

During the six months ended June 30, 2019, we incurred capital expenditures of $335.9 million related to the construction of Encore Boston Harbor and $106.8 million related to the construction of the additional meeting and convention space at Wynn Las Vegas and the reconfiguration of the Wynn Las Vegas golf course.

Financing Activities

During the three months ended March 31, 2020, we borrowed $325.8 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $791.0 million under the WRF Revolver, prepaid $150.2 million of outstanding principal owed under the Wynn Macau Term Loan, and made a $12.5 million quarterly amortization payment under the WRF Term Loan.

In addition, we used cash of $107.4 million for the payment of dividends.

During the three months ended March 31, 2019, we repaid $498.8 million on the Wynn Macau Revolver and borrowed an additional $250.0 million term loan under the Wynn Resorts Term Loan.

During the six months ended June 30, 2020, we issued $750.0 million aggregate principal amount of WML 5 1/2% Senior Notes due 2026, issued $600.0 million aggregate principal amount of WRF 7 3/4% Senior Notes due 2025, borrowed $376.0 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $816.0 million under the WRF Revolver, prepaid $150.2 million of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $25.0 million.

In addition, we used cash of $108.1 million for the payment of dividends.

In April 2020, Wynn Resorts Finance, LLC ("WRF") and its subsidiary, Wynn Resorts Capital Corp., each an indirect wholly-owned subsidiary of the Company, issued $600 million aggregate principal amount of 7 3/4% Senior Notes due 2025.

Also in April 2020, WRF and certain of its subsidiaries entered into an amendment to its existing credit agreement to provide for certain financial covenant relief through fiscal year 2021.

Refer to Capital Resources below for further discussion.

During the six months ended June 30, 2019, we repaid $523.7 million, net of amounts borrowed, on the Wynn Macau Senior Revolving Credit Facility, borrowed an additional $250.0 million term loan under the Wynn Resorts Term Loan, and used cash of $270.5 million for the payment of dividends.

Capital Resources

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We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities.

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of March 31, 2020 (in thousands):

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of June 30, 2020 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

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Wynn Resorts Finance, LLC (2)

403,378 15,950

Wynn Resorts, Limited and other 960,996 —

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We expect to use this cash to service our existing Wynn Macau Credit Facilities, make distributions to WML, and fund working capital and capital expenditure requirements at our Macau Operations.

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

The Wynn Macau Credit Facilities contain customary negative and financial covenants, including, but not limited to, leverage ratio and interest coverage ratio tests (as defined in the Wynn Macau Credit Facilities) that could restrict its ability to make distributions to WML and incur additional indebtedness.

Wynn Macau SA is required to maintain a leverage ratio of not greater than 4.00 to 1 and an interest coverage ratio of not less than 2.00 to 1.

Wynn Macau SA complied with these ratios for the three months ended March 31, 2020.

Wynn Macau SA complied with these ratios for the three months ended June 30, 2020.

Wynn Macau, Limited and subsidiaries.

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We expect to use WML's cash to service our existing WML Notes, pay dividends to shareholders of WML (of which we own approximately 72%), and fund working capital requirements at WML.

The board of directors of WML concluded not to recommend the payment of a final dividend with respect to the year ended December 31, 2019, in light of the unprecedented COVID-19 outbreak and our focus on safeguarding the Company's Macau Operations and the well-being of our employees.

The board of directors of WML concluded not to recommend the payment of a dividend with respect to the year ended December 31, 2019, in light of the unprecedented COVID-19 pandemic and our focus on safeguarding the Company's Macau Operations and the well-being of our employees.

The WML board of directors will be continuously monitoring the situation and market conditions in Macau and Greater China and may consider a special dividend in the future when such conditions have stabilized.

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 were issued at pa r.

WML plans to use the net proceeds from the offering for general corporate purposes until our 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.

If our portion of our cash and cash equivalents were repatriated to the U.S.

on March 31, 2020, it would be subject to minimal U.S.

on June 30, 2020, it would be subject to minimal U.S.

taxes in the year of repatriation.

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We expect to use this cash to service our WRF Credit Facilities, 2025 WRF Notes (as defined below), 2029 WRF Notes, and WLV Notes, and to fund working capital and capital expenditure requirements as needed.

As discussed within our Results of Operations, Encore Boston Harbor ceased all operations and closed to the public on March 15, 2020 and Wynn Las Vegas ceased all operations and closed to the public on March 17, 2020, and will remain closed until authorized to re-open under U.S.

and state government directives.

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

employees, inclusive of part-time employees, through May 15, 2020, and in May 2020 we announced the extension of this commitment through May 31, 2020.

We expect to fund this commitment using WRF's cash and available revolver borrowing capacity.

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

In April 2020, WRF and its subsidiary, Wynn Resorts Capital Corp.

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We expect to use this cash to service our Retail Term Loan and for general corporate purposes.

On March 6, 2020, the Company paid a cash dividend of $1.00 per share, for a total of $106.7 million.

On May 5, 2020, certain subsidiaries of the Retail Joint Venture entered into an amendment to the existing retail term loan agreement to 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.

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

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Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act.

As of March 31, 2020, we had $800.1 million in repurchase authority remaining under the program.

As of June 30, 2020, we had $800.1 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.

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We do not have any retained or contingent interest in assets transferred to an unconsolidated entity.

As of March 31, 2020, we had outstanding letters of credit totaling $18.1 million.

As of June 30, 2020, we had outstanding letters of credit totaling $18.1 million.

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, 2019.

There have been no significant changes to these policies for the three months ended March 31, 2020.

There have been no significant changes to these policies for the six months ended June 30, 2020.

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

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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" and other factors we describe from time to time in our periodic filings with the SEC, such as:

• the recent global pandemic of COVID-19, caused by a novel strain of the coronavirus, and the continued impact of its consequences;

• the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments, including government mandated property closures of travel restrictions, and other third parties on our business, results of operations, cash flows, liquidity, and development projects;

• the duration and severity of the COVID-19 pandemic, the adverse effects of the COVID-19 pandemic, including government-mandated property closures, travel restrictions or social distancing or quarantine measures, the macroeconomic conditions during and after the COVID-19 pandemic, including potential higher unemployment rates, declines in income levels and loss of personal wealth resulting from the COVID-19 pandemic and its impact on consumer behavior related to discretionary spending and traveling;

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

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• restrictions or conditions on visitation (caused by COVID-19 or otherwise) by citizens of mainland China to Macau;

• the continued impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, such as COVID-19, public incidents of violence, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts and/or terrorist attacks;

• the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, such as COVID-19, public incidents of violence, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts and/or terrorist attacks;

• doing business in foreign locations such as Macau;

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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 2. Management’s Discussion and Analysis