What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-05-10 compared with 2020-11-09 · 155 added, 342 removed, 330 unchanged (60% of the section changed)

8 unchanged sentences

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

Wynn Interactive

In October 2020, Wynn Interactive Ltd.

("Wynn Interactive") was formed through the merger of Wynn Resorts' digital gaming businesses and Wynn's strategic partner, BetBull Limited ("BetBull").

The merger was effected through a series of transactions which resulted in the Company contributing to BetBull its interests in WSI US, LLC and Wynn Social Gaming, LLC, which operate Wynn's existing U.S.

online sports betting and gaming business and social casino business, respectively.

Following the merger, Wynn Resorts holds an approximately 71% interest in Wynn Interactive, which Wynn Resorts will consolidate.

("Wynn Interactive") was formed through the merger of our U.S.

online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull").

Following the merger and subsequent transactions, Wynn Resorts holds an approximately 74% interest in, and consolidates, Wynn Interactive.

The results of Wynn Interactive are presented within Corporate and other.

Recent Developments Related to COVID-19

As previously disclosed, in January 2020, an outbreak of a new strain of coronavirus, COVID-19 ("COVID-19"), was identified.

Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which we operate, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus.

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.

Since the outbreak of COVID-19 in early 2020, steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus.

As part of the immediate response to the initial outbreak of COVID-19, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020, and have all since reopened with certain COVID-19 specific protective measures, 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.

Several vaccines have been granted authorization in numerous countries and are being rolled out to citizens based on availability and priority of need.

There can be no assurance as to when a sufficient number of individuals will be vaccinated, permitting travel restrictions to be fully lifted.

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, 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 and requirements for negative COVID-19 tests before entering Macau, 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 suspension in late January 2020 of the Chinese government's visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine and testing measures in Macau and elsewhere, travel and entry requirements, restrictions, and bans in Macau, Hong Kong, Taiwan, and certain cities and regions in 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 90.5% and 85.9% in the three and nine months ended September 30, 2020, compared with 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, and quarantine requirements for those traveling

between Hong Kong and Macau have been announced to remain effective until at least December 31, 2020, at which time they may be lifted.

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 have eased as certain regions gradually recover 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.

On September 23, 2020, mainland China authorities fully resumed the Individual Visit Scheme exit visa program, 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.

Stringent health declarations, testing and other procedures remain in place, and all visitors seeking entry to Macau need to test negative for COVID-19 before entering Macau.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

Beginning in June 2020 certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Total visitation from PRC to Macau decreased by 31.7% in the quarter ended March 31, 2021, compared with the quarter ended March 31, 2020.

Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau.

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.

Beginning October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to currently reduced customer demand levels.

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 10, 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 were limited to Thursday through Sunday through the third quarter of 2020.

On November 2, 2020, the Governor of Massachusetts issued a directive limiting the operating hours of certain businesses, including restaurants and casinos, effective November 6, 2020.

Encore Boston Harbor has modified its hours of operation as a result of this directive.

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

The disruptions arising from the COVID-19 outbreak have had, during the three and nine months ended September 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.

The Company’s Las Vegas Operations and Encore Boston Harbor have each implemented certain COVID-19 specific protective measures, 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.

On April 8, 2021, Encore at Wynn Las Vegas resumed full operations, having previously adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels beginning on October 19, 2020.

On April 13, 2021, the Governor of Nevada announced that the statewide social distancing mandate will be removed and decisions on social distancing will be returned to local authority by May 1, 2021, with a goal to have all Nevada counties open to 100% capacity by June 1, 2021.

The Gaming Control Board will continue to maintain authority over gaming areas of licensed properties in Nevada.

On May 3, 2021, the Gaming Control Board announced that, effective immediately, the Company's Las Vegas Operations are permitted to reopen all gaming areas to 100% of capacity, with no continuing table game or slot machine spacing restrictions.

At Encore Boston Harbor, on January 25, 2021, limitations on operating hours that had been in place since November 2020 were lifted, and the property restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

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

Notwithstanding the easing of certain COVID-19 protective measures by authorities throughout the world, certain travel restrictions, quarantine measures, testing requirements, and capacity limitations remain in effect, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted.

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.

Key Operating Measures

8 unchanged sentences

• Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues.

Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and

beverage and other revenues for services provided to casino customers on a complimentary basis.

Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

Table games win does not include poker rake.

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Results of Operations

Summary of third quarter 2020 results

Summary of first quarter 2021 results

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

Three Months Ended September 30, Nine Months Ended September 30,

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

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent Change

Operating revenues $ 725,783 $ 953,716 $ (227,933) (23.9)

Net income (loss) attributable to Wynn Resorts, Limited (758,142) (3,496) (754,646) NM (1,797,743) 195,927 (1,993,670) NM

Diluted net income (loss) per share (7.10) (0.03) (7.07) NM (16.85) 1.83 (18.68) NM

Net loss attributable to Wynn Resorts, Limited (280,978) (402,037) 121,059 30.1

Diluted net loss per share (2.53) (3.77) 1.24 32.9

Adjusted Property EBITDA (1)

(65,860) 396,946 (462,806) (116.6) (394,086) 1,372,306 (1,766,392) (128.7)

(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.

58,900 (5,329) 64,229 NM

(1) See Item 1—"Financial Statements," Note 17, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

NM - Not meaningful.

The decrease in operating revenues for the three months ended September 30, 2020 was driven by decreases of $582.5 million, $422.9 million, $212.8 million, and $59.1 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These declines were precipitated by the continued adverse effects of the COVID-19 pandemic, including travel restrictions and capacity limitations at our Macau Operations, our Las Vegas Operations and Encore Boston Harbor.

Encore Boston Harbor closed to the public on March 15, 2020, and reopened on July 10, 2020 on a reduced basis.

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

The decrease in Adjusted Property EBITDA for the three months ended September 30, 2020 was primarily driven by decreases of $239.8 million, $173.4 million, and $67.8 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These decreases were offset by an increase of $18.2 million in Adjusted Property EBITDA from Encore Boston Harbor.

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

The decrease in operating revenues for the three months ended March 31, 2021 was primarily driven by decreases of $22.2 million, $49.8 million, $145.1 million, and $10.8 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These decreases were precipitated by the continued adverse effects of the COVID-19 pandemic, including travel restrictions and capacity limitations at our Macau Operations, our Las Vegas Operations, and Encore Boston Harbor.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended March 31, 2021 was primarily related to decreased operating expenses at our integrated resort properties.

In addition, net loss attributable to Wynn Resorts, Limited for the first quarter of 2020 included 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.

The increase in Adjusted Property EBITDA for the three months ended March 31, 2021 was primarily driven by decreased operating expenses at our integrated resort properties.

Adjusted Property EBITDA increased $17.2 million, $50.2 million, and $43.0 million at Wynn Palace, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $2.7 million at Wynn Macau and $43.5 million at Corporate and other, respectively.

In addition, Adjusted Property EBITDA for the first quarter of 2020 included 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, 2021 compared to the three months ended March 31, 2020.

Operating revenues

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

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent

7 unchanged sentences

$ 725,783 $ 953,716 $ (227,933) (23.9)

NM - Not meaningful.

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

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent

7 unchanged sentences

$ 725,783 $ 953,716 $ (227,933) (23.9)

Casino revenues for the three months ended September 30, 2020 were 54.5% of operating revenues, compared to 67.3% for the same period of 2019.

Non-casino revenues for the three months ended September 30, 2020 were 45.5% of operating revenues, compared to 32.7% for the same period of 2019.

Casino revenues for the three months ended March 31, 2021 were 71.1% of operating revenues, compared to 59.8% for the same period of 2020.

Non-casino revenues for the three months ended March 31, 2021 were 28.9% of operating revenues, compared to 40.2% for the same period of 2020.

Casino revenues

Casino revenues decreased primarily due to the adverse effects of the COVID-19 pandemic, including widespread travel restrictions and capacity limitations.

In addition, Encore Boston Harbor closed to the public on March 15, 2020, and reopened on July 10, 2020 on a reduced basis.

Casino revenues decreased primarily due to decreased VIP turnover and VIP table games win at our Macau Operations, partially offset by increased slot machine win at our Las Vegas Operations and Encore Boston Harbor.

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

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/

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Poker rake $ — $ 2,083 $ (2,083) (100.0)

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/

24 unchanged sentences

Poker rake $ — $ 5,105 $ (5,105) (100.0)

In response to the initial outbreak of COVID-19 in early 2020, each of our properties was subject to partial or full closure for varying lengths of time during 2020, and each has since reopened with certain COVID-19 specific protective measures in place.

(1) Our casino operations in Macau were closed for a 15-day period in February 2020 and resumed operations on a reduced basis on February 20, 2020.

(2) Our Las Vegas Operations closed on March 17, 2020 and reopened on June 4, 2020.

On October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels.

This adjusted operating schedule remained in effect through the first quarter of 2021, and on April 8, 2021, Encore at Wynn Las Vegas resumed full operations.

(3) Encore Boston Harbor closed on March 15, 2020 and reopened on July 10, 2020.

In addition, on November 6, 2020, Encore Boston Harbor temporarily suspended hotel operations and overnight casino operations pursuant to a state directive limiting the operating hours of certain businesses, including restaurants and casinos.

On January 25, 2021, the limitations on operating hours were lifted, and Encore Boston Harbor restored 24-hour casino operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

Non-casino revenues

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

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/

20 unchanged sentences

REVPAR $ 196 $ 222 $ (26) (11.7)

(1) Since reopening on July 10, 2020, hotel reservations at Encore Boston Harbor have been limited to Thursday through Sunday.

Accordingly, Encore Boston Harbor's room key operating measures have been computed based on 47 days of operation for the three months ended September 30, 2020.

Room revenues decreased $144.7 million, primarily due to lower occupancy at Wynn Palace, Wynn Macau, and our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

In addition, Encore Boston Harbor closed to the public on March 15, 2020 and reopened July 10, 2020, with hotel reservations limited to Thursday through Sunday during the remainder of the third quarter of 2020.

Food and beverage revenues decreased $151.9 million, primarily due to decreased covers at our restaurants and the reduction of nightlife offerings at our Las Vegas Operations as a result of the adverse effects of the COVID-19 pandemic.

In addition, Encore Boston Harbor closed to the public on March 15, 2020 and reopened July 10, 2020, with certain food and beverage outlets remaining closed.

Entertainment, retail and other revenues decreased $74.2 million, primarily due to a decrease in visitation to our Macau Operations, our Las Vegas Operations, and Encore Boston Harbor resulting from the adverse effects of the COVID-19 pandemic.

The closure of the La Reve show at our Las Vegas Operations and rent concessions provided to tenants at our Macau Operations also contributed to the decrease.

(1) Wynn Las Vegas closed on March 17, 2020 and reopened on June 4, 2020.

(2) Encore Boston Harbor closed on March 15, 2020 and reopened on July 10, 2020.

(3) Encore Boston Harbor room statistics have been computed based on 36 days of operation in three months ended March 31, 2021 and 74 days of operation in three months ended March 31, 2020, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues decreased $76.5 million, primarily due to lower occupancy at our Las Vegas Operations and Encore Boston Harbor.

Encore at Wynn Las Vegas operated on a limited basis with midweek closures throughout the first quarter of 2021 before fully reopening April 8, 2021.

The hotel tower at Encore Boston Harbor was closed pursuant to a state directive from November 6, 2020 through January 25, 2021, when it restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

Food and beverage revenues decreased $80.9 million, primarily due to decreased covers at our restaurants and the suspension of nightlife offerings at our Las Vegas Operations as a result of the adverse effects of the COVID-19 pandemic.

Entertainment, retail and other revenues decreased $16.0 million, primarily due to the closure of the Le Reve show at 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 September 30,

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent Change

10 unchanged sentences

Total operating expenses $ 901,515 $ 1,201,127 $ (299,612) (24.9)

Total operating expenses decreased $816.5 million compared to the third quarter of 2019, primarily due to decreased expenses related to the impact of the COVID-19 pandemic on our resorts.

Total operating expenses decreased $299.6 million compared to the first quarter of 2020, primarily due to decreased expenses related to the impact of the COVID-19 pandemic on our resorts, partially offset by increased entertainment, retail and other expenses and depreciation and amortization expenses.

Operating expenses for the first quarter of 2020 included $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 $20.0 million, $29.9 million, $24.7 million, and $16.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, 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.

Room expenses decreased $21.6 million, $7.8 million, $3.4 million, and $6.4 million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower operating costs related to the declines in occupancy at our Las Vegas Operations and our Macau Operations resulting from the effects of the COVID-19 pandemic, as well as the limitation of hotel reservations to Thursday through Sunday at Encore Boston Harbor since reopening July 10, 2020, through the remainder of the third quarter of 2020.

These decreases were primarily due to reductions in gaming tax expense commensurate with the declines in casino revenues at Wynn Palace and Wynn Macau resulting from the effects of the COVID-19 pandemic as well as lower payroll and operating costs.

Casino expenses for the first quarter of 2020 included 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 $29.6 million and $6.8 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower operating costs related to the declines in occupancy at our Las Vegas Operations and Encore Boston Harbor resulting from the effects of the COVID-19 pandemic.

Room expenses for the first quarter of 2020 included 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 $75.0 million, $4.5 million, $3.6 million, and $18.8 million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, 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, as well as lower nightlife entertainment costs at our Las Vegas Operations.

Entertainment, retail and other expenses decreased $22.5 million, $2.7 million, $1.7 million, and $1.8 million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively.

General and administrative expenses decreased primarily due to decreases of $21.1 million, $13.3 million, $11.0 million, $25.8 million, and $14.4 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, Encore Boston Harbor, and corporate and other, respectively.

The decreases were primarily a result of lower operating costs related to the declines in food and beverage revenues at each property as well as lower nightlife entertainment costs at our Las Vegas Operations resulting from the effects of the COVID-19 pandemic.

Food and beverage expenses for the first quarter of 2020 included 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 increased primarily due to marketing expenses incurred at Corporate and other.

The increase was partially offset by a decrease in entertainment, retail and other expenses of $25.6 million at our Las Vegas Operations primarily as a result of lower operating costs related to the declines in entertainment, retail and other revenues resulting from the effects of the COVID-19 pandemic.

Entertainment, retail and other expenses for the first quarter of 2020 included 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 $9.0 million, $6.0 million, $27.4 million, $9.1 million, and $3.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, Encore Boston Harbor, and Corporate and other, respectively.

These decreases were primarily attributable to decreased payroll, operating costs, and general and administrative expenses as a result of the COVID-19 pandemic.

Provision for credit losses increased primarily due to an increase of $8.1 million at Wynn Palace.

The increase was 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.

Depreciation and amortization increased primarily due to an increase of $7.1 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 September 30, 2020 consisted primarily of asset abandonments of $6.2 million and $1.1 million at Encore Boston Harbor and our Las Vegas Operations, respectively.

General and administrative expenses for the first quarter of 2020 included 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.

Provision for credit losses decreased primarily due to a decrease of $11.6 million at our Las Vegas Operations.

The decrease was primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

Our property charges and other expenses for the quarter ended March 31, 2021 consisted primarily of asset abandonments of $2.1 million and $2.2 million at our Las Vegas Operations and Wynn Palace, respectively.

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.

Interest expense, net of capitalized interest

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

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent

5 unchanged sentences

Weighted average interest rate 4.84 % 4.80 %

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

Interest costs increased primarily due to an increase in the weighted average debt balance.

Capitalized interest decreased due to the completion of the meeting and convention expansion in February 2020.

Other non-operating income and expenses

We incurred a foreign currency remeasurement gain of $0.4 million and a loss of $8.7 million for the three months ended September 30, 2020 and 2019, respectively.

We incurred a foreign currency remeasurement loss of $11.1 million and a gain of $10.3 million for the three months ended March 31, 2021 and 2020, respectively.

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

1 unchanged sentence

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

We recorded a gain of $4.7 million and a loss of $2.1 million for the three months ended September 30, 2020 and 2019, respectively, from change in derivatives fair value.

We recorded a $3.1 million loss on extinguishment of debt for the three months ended September 30, 2020 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded a $12.2 million loss on extinguishment of debt for the three months ended September 30, 2019 in connection with refinancing our Wynn Resorts Finance (formerly Wynn America) credit facility and Wynn Resorts term loan.

We recorded an income tax expense of $407.4 million and $19.7 million for the three months ended September 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, U.S.

loss carryforwards and other U.S.

deferred tax assets.

We recorded a gain of $4.4 million and a loss of $15.7 million for the three months ended March 31, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $1.3 million loss on extinguishment of debt for the three months ended March 31, 2021 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded an income tax expense of $0.5 million and $75.8 million for the three months ended March 31, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to the Macau dividend tax agreement that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA.

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

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $73.4 million for the three months ended September 30, 2020, compared to net income of $30.4 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 nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

Operating revenues

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

Nine Months Ended September 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating revenues

Macau Operations:

Wynn Palace $ 283,932 $ 1,953,709 $ (1,669,777) (85.5)

Wynn Macau 292,745 1,544,646 (1,251,901) (81.0)

Total Macau Operations 576,677 3,498,355 (2,921,678) (83.5)

Las Vegas Operations 575,407 1,264,681 (689,274) (54.5)

Encore Boston Harbor (1)

257,782 194,604 63,178 32.5

$ 1,409,866 $ 4,957,640 $ (3,547,774) (71.6)

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

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

Nine Months Ended September 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating revenues

Casino revenues $ 782,074 $ 3,435,968 $ (2,653,894) (77.2)

Non-casino revenues:

Rooms 231,240 595,953 (364,713) (61.2)

Food and beverage 250,007 619,749 (369,742) (59.7)

Entertainment, retail and other 146,545 305,970 (159,425) (52.1)

Total non-casino revenues 627,792 1,521,672 (893,880) (58.7)

$ 1,409,866 $ 4,957,640 $ (3,547,774) (71.6)

Casino revenues for the nine months ended September 30, 2020 were 55.5% of operating revenues, compared to 69.3% for the same period of 2019.

Non-casino revenues for the nine months ended September 30, 2020 were 44.5% of operating revenues, compared to 30.7% 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 closures of our Las Vegas Operations from March 17, 2020 until June 4, 2020, and Encore Boston Harbor from March 15, 2020 until July 10, 2020.

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

Nine Months Ended September 30,

2020 2019 Increase/(Decrease) Percent

Macau Operations:

Total casino revenues $ 208,449 $ 1,649,377 $ (1,440,928) (87.4)

Average number of table games 97 111 (14) (12.6)

VIP turnover $ 6,823,955 $ 36,533,594 $ (29,709,639) (81.3)

VIP table games win $ 113,007 $ 1,232,870 $ (1,119,863) (90.8)

VIP win as a % of turnover 1.66 % 3.37 % (1.71)

Table games win per unit per day $ 4,458 $ 40,868 $ (36,410) (89.1)

Average number of table games 209 213 (4) (1.9)

Table drop $ 583,599 $ 3,869,904 $ (3,286,305) (84.9)

Table games win $ 156,897 $ 936,497 $ (779,600) (83.2)

Table games win % 26.9 % 24.2 % 2.7

Table games win per unit per day $ 2,889 $ 16,071 $ (13,182) (82.0)

Average number of slot machines 586 1,092 (506) (46.3)

Slot machine handle $ 542,708 $ 2,886,566 $ (2,343,858) (81.2)

Slot machine win $ 24,796 $ 142,257 $ (117,461) (82.6)

Slot machine win per unit per day $ 163 $ 477 $ (314) (65.8)

Total casino revenues $ 213,758 $ 1,340,266 $ (1,126,508) (84.1)

Average number of table games 88 109 (21) (19.3)

VIP turnover $ 4,069,809 $ 27,494,650 $ (23,424,841) (85.2)

VIP table games win $ 130,143 $ 822,204 $ (692,061) (84.2)

VIP win as a % of turnover 3.20 % 2.99 % 0.21

Table games win per unit per day $ 5,692 $ 27,634 $ (21,942) (79.4)

Average number of table games 219 205 14 6.8

Table drop $ 752,058 $ 4,018,533 $ (3,266,475) (81.3)

Table games win $ 146,231 $ 816,180 $ (669,949) (82.1)

Table games win % 19.4 % 20.3 % (0.9)

Table games win per unit per day $ 2,564 $ 14,551 $ (11,987) (82.4)

Average number of slot machines 509 813 (304) (37.4)

Slot machine handle $ 516,537 $ 2,720,137 $ (2,203,600) (81.0)

Slot machine win $ 18,993 $ 127,690 $ (108,697) (85.1)

Slot machine win per unit per day $ 144 $ 575 $ (431) (75.0)

Poker rake $ 2,083 $ 15,130 $ (13,047) (86.2)

Nine Months Ended September 30,

2020 2019 Increase/(Decrease) Percent

Las Vegas Operations:

Total casino revenues $ 161,354 $ 318,439 $ (157,085) (49.3)

Average number of table games 228 238 (10) (4.2)

Table drop $ 830,745 $ 1,275,676 $ (444,931) (34.9)

Table games win $ 166,196 $ 323,503 $ (157,307) (48.6)

Table games win % 20.0 % 25.4 % (5.4)

Table games win per unit per day $ 3,711 $ 4,982 $ (1,271) (25.5)

Average number of slot machines 1,751 1,793 (42) (2.3)

Slot machine handle $ 1,650,517 $ 2,484,880 $ (834,363) (33.6)

Slot machine win $ 112,464 $ 167,848 $ (55,384) (33.0)

Slot machine win per unit per day $ 328 $ 343 $ (15) (4.4)

Poker rake $ 2,185 $ 9,557 $ (7,372) (77.1)

Encore Boston Harbor (1) :

Total casino revenues $ 198,513 $ 127,886 $ 70,627 55.2

Average number of table games 174 144 30 20.8

Table drop $ 493,428 $ 416,202 $ 77,226 18.6

Table games win $ 104,814 $ 81,482 $ 23,332 28.6

Table games win % 21.2 % 19.6 % 1.6

Table games win per unit per day $ 3,839 $ 5,639 $ (1,800) (31.9)

Average number of slot machines 2,330 3,105 (775) (25.0)

Slot machine handle $ 1,581,174 $ 990,634 $ 590,540 59.6

Slot machine win $ 122,906 $ 70,880 $ 52,026 73.4

Slot machine win per unit per day $ 336 $ 228 $ 108 47.4

Poker rake $ 5,105 $ 6,664 $ (1,559) (23.4)

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

Non-casino revenues

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

Nine Months Ended September 30,

2020 2019 Increase/(Decrease) Percent Change

Macau Operations:

Total room revenues (dollars in thousands) $ 26,647 $ 131,382 $ (104,735) (79.7)

Occupancy 19.3 % 97.3 % (78.0)

ADR $ 283 $ 270 $ 13 4.8

REVPAR $ 54 $ 262 $ (208) (79.4)

Total room revenues (dollars in thousands) $ 23,480 $ 82,071 $ (58,591) (71.4)

Occupancy 24.4 % 99.2 % (74.8)

ADR $ 316 $ 285 $ 31 10.9

REVPAR $ 77 $ 282 $ (205) (72.7)

Las Vegas Operations:

Total room revenues (dollars in thousands) $ 163,419 $ 362,715 $ (199,296) (54.9)

Occupancy 55.8 % 86.9 % (31.1)

ADR $ 323 $ 325 $ (2) (0.6)

REVPAR $ 180 $ 283 $ (103) (36.4)

Encore Boston Harbor (1) (2) :

Total room revenues (dollars in thousands) $ 17,694 $ 19,785 $ (2,091) (10.6)

Occupancy 74.6 % 69.3 % 5.3

ADR $ 293 $ 493 $ (200) (40.6)

REVPAR $ 218 $ 341 $ (123) (36.1)

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

(2) Encore Boston Harbor closed on March 15, 2020 and reopened July 10, 2020.

Since reopening, hotel reservations at Encore Boston Harbor have been limited to Thursday through Sunday.

Accordingly, Encore Boston Harbor's room key operating measures have been computed based on 121 days of operation for the nine months ended September 30, 2020.

Room revenues decreased $364.7 million, primarily due to lower occupancy and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

Food and beverage revenues decreased $369.7 million, primarily due to decreased covers at our restaurants and the reduction of nightlife offerings at our Las Vegas Operations as a result of the adverse effects of the COVID-19 pandemic.

Entertainment, retail and other revenues decreased $159.4 million, primarily due to a decrease in visitation to our Macau Operations and temporary closures of our Las Vegas Operations and Encore Boston Harbor resulting from the adverse effects of the COVID-19 pandemic.

The closure of the La Reve show at our Las Vegas Operations and rent concessions provided to tenants at our Macau Operations also contributed to the decrease.

Operating expenses

The table below presents operating expenses (in thousands):

Nine Months Ended September 30,

2020 2019 Increase/ (Decrease) Percent Change

Operating expenses:

Casino $ 734,689 $ 2,197,750 $ (1,463,061) (66.6)

Rooms 139,787 205,042 (65,255) (31.8)

Food and beverage 314,335 527,502 (213,167) (40.4)

Entertainment, retail and other 75,823 129,636 (53,813) (41.5)

General and administrative 547,305 665,988 (118,683) (17.8)

Provision for credit losses 60,548 13,039 47,509 364.4

Pre-opening 5,614 99,212 (93,598) (94.3)

Depreciation and amortization 541,498 449,824 91,674 20.4

Property charges and other 43,701 17,920 25,781 143.9

Total operating expenses $ 2,463,300 $ 4,305,913 $ (1,842,613) (42.8)

Total operating expenses decreased $1.84 billion compared to the nine months ended September 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 $848.5 million, $628.9 million, and $36.4 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 $50.7 million from Encore Boston Harbor.

Room expenses decreased $46.9 million, $17.3 million.

and $6.0 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 occupancy at our Las Vegas Operations and our Macau Operations resulting from the effects of the COVID-19 pandemic as well as the closure of our Las Vegas Operations, and were partially offset by increased room expenses of $4.9 million from Encore Boston Harbor.

Food and beverage expenses decreased $159.4 million, $41.8 million, and $19.3 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 as well as lower nightlife entertainment costs at our Las Vegas Operations, and were partially offset by increased food and beverage expenses of $7.3 million at Encore Boston Harbor.

Entertainment, retail and other expenses decreased primarily due to decreases of $39.7 million, $12.6 million and $6.3 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 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 $4.8 million at Encore Boston Harbor.

General and administrative expenses decreased primarily due to decreases of $40.0 million, $20.9 million, and $12.5 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.

In addition, corporate and other general and administrative expenses decreased $88.4 million, primarily due to a credit of $30.2 million for the net proceeds of a derivative action settlement recognized during the nine months ended September 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 $43.0 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 $17.4 million, $21.9 million, and $6.8 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 nine months ended September 30, 2020, pre-opening expenses totaled $5.6 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the nine months ended September 30, 2019, pre-opening expenses totaled $99.2 million, which primarily related to the development of Encore Boston Harbor.

Depreciation and amortization increased primarily due to an increase in depreciation expense of $69.9 million associated with the opening of Encore Boston Harbor and an increase of $13.9 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 nine months ended September 30, 2020 consisted primarily of asset disposals and abandonments of $23.4 million and $9.7 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):

Nine Months Ended September 30,

2020 2019 Increase/ (Decrease) Percent Change

Interest expense

Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 408,439 $ 351,135 $ 57,304 16.3

Capitalized interest (1,252) (50,154) (48,902) (97.5)

$ 407,187 $ 300,981 $ 106,206 35.3

Weighted average total debt balance $ 12,050,631 $ 9,277,142

Weighted average interest rate 4.51 % 5.00 %

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 primarily 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 $13.0 million and a loss of $3.3 million for the nine months ended September 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 $14.3 million and $6.9 million for the nine months ended September 30, 2020 and 2019, respectively, from change in derivatives fair value.

We recorded a $4.6 million loss on extinguishment of debt for the nine months ended September 30, 2020 primarily related to the partial prepayment of the Wynn Macau Term Loan.

We recorded a $12.2 million loss on extinguishment of debt for the nine months ended September 30, 2019 in connection with refinancing our Wynn Resorts Finance (formerly Wynn America) credit facility and Wynn Resorts term loan.

We recorded an income tax expense of $564.1 million and $19.4 million for the nine months ended September 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, U.S.

loss carryforwards and other U.S.

deferred tax assets.

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

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $218.9 million for the nine months ended September 30, 2020, compared to net income of $132.9 million for the same period of 2019.

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

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $55.2 million and $48.2 million for the three months ended March 31, 2021 and 2020, respectively.

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

Adjusted Property EBITDA

We use Adjusted Property EBITDA to manage the operating results of our segments.

Adjusted Property EBITDA is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses.

Adjusted Property EBITDA is net loss before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses.

Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.

7 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.

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 September 30, Nine Months Ended September 30,

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

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 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent Change

Wynn Palace $ 27,369 $ 10,176 $ 17,193 169.0

2 unchanged sentences

Encore Boston Harbor 30,363 (12,636) 42,999 (340.3)

25,986 7,744 18,242 235.6 (40,429) 7,890 (48,319) NM

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

Corporate and other (43,469) — (43,469) NM

NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace decreased $239.8 million and $730.3 million for the three and nine months ended September 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 nine months ended September 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 $173.4 million and $576.6 million for the three and nine months ended September 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 nine months ended September 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 $67.8 million and $411.1 million at our Las Vegas Operations, primarily due to the adverse effects of the COVID-19 pandemic during the three and nine months ended September 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 increased $18.2 million at Encore Boston Harbor primarily due the decrease in operating expenses during the three months ended September 30, 2020.

Adjusted Property EBITDA from Encore Boston Harbor for the nine months ended September 30, 2020 was $(40.4) million.

Encore Boston Harbor closed to the public on March 15, 2020 and reopened on July 10, 2020 on a reduced basis.

Adjusted Property EBITDA at Wynn Palace increased $17.2 million for the three months ended March 31, 2021 primarily du e to a decrease in operating expenses.

Adjusted Property EBITDA at Wynn Macau decreased $2.7 million for the three months ended March 31, 2021 primarily du e to decreased VIP turnover and VIP table games win, which offset a decrease in operating expenses .

Adjusted Property EBITDA at our Las Vegas Operations increased $50.2 million for the three months ended March 31, 2021, primarily due to a decrease in operating expenses.

Adjusted Property EBITDA for our Las Vegas Operations for the first quarter of 2020 included 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 at Encore Boston Harbor increased $43.0 million for the three months ended March 31, 2021, primarily due to a decrease in operating expenses.

Adjusted Property EBITDA for Encore Boston Harbor for the first quarter of

2020 included 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.

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

1 unchanged sentence

Our cash flows were as follows (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows - Summary 2021 2020

Net cash (used in) provided by operating activities $ (781,079) $ 779,885

Net cash used in operating activities $ (253,906) $ (176,500)

Net cash used in investing activities:

3 unchanged sentences

Net cash used in investing activities (48,636) (137,154)

Net cash provided by (used in) financing activities:

Net cash (used in) provided by financing activities:

Proceeds from issuance of long-term debt 50,084 1,469,028

Repayments of long-term debt (1,166,737) (515,194)

Proceeds from issuance of common stock 841,899 —

Repurchase of common stock (4,356) (5,527)

4 unchanged sentences

Payments for financing costs (2,154) (1,919)

Net cash provided by (used) in financing activities 2,236,479 (431,563)

Net cash (used in) provided by financing activities (285,440) 837,997

Effect of exchange rate on cash, cash equivalents and restricted cash (1,131) 3,266

Increase (decrease) in cash, cash equivalents and restricted cash $ 1,201,452 $ (537,031)

(Decrease) increase in cash, cash equivalents and restricted cash $ (589,113) $ 527,609

Operating Activities

5 unchanged sentences

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

During the nine months ended September 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 nine months ended September 30, 2019, the increase in net cash provided by operations was primarily driven by changes in our working capital accounts and an increase in deferred tax assets related to the settlement of the Redemption Note during the nine months ended September 30, 2018.

During the three months ended March 31, 2021, the increase in net cash used in operating activities was primarily due to changes in working capital accounts.

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 pandemic on the results of our operations for the three months ended March 31, 2020.

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 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.

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 nine months ended September 30, 2020, we incurred capital expenditures of $56.2 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $81.5 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $41.3 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $38.5 million and $42.1 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

During the nine months ended September 30, 2019, we incurred capital expenditures of $421.4 million related to the construction of Encore Boston Harbor, $104.1 million at Wynn Macau primarily related to the room remodel and Lakeside Casino renovation, $47.2 million and $71.9 million at Wynn Palace and our Las Vegas Operations, respectively, primarily related to maintenance capital expenditures, and $166.4 million primarily 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.

Our investing activities primarily consist of project capital expenditures, such as 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 temporarily postponed major project capital expenditures for 2020.

During the three months ended March 31, 2021, we incurred capital expenditures of $19.8 million at our Las Vegas Operations, $6.3 million at Encore Boston Harbor, $7.4 million at Wynn Palace, and $4.8 million at Wynn Macau, primarily related to maintenance capital expenditures.

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.

Financing Activities

During the nine months ended September 30, 2020, we issued $1.0 billion aggregate principal amount of WML 5 1/2% Senior Notes due 2026, issued $600.0 million aggregate principal amount of WML 5 5/8% Senior Notes due 2028, issued $600.0 million aggregate principal amount of WRF 7 3/4% Senior Notes due 2025, borrowed $400.0 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $816.0 million under the WRF Revolver, paid $1.0 billion of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

In addition, we used cash of $108.3 million for the payment of dividends.

During the nine months ended September 30, 2019, we borrowed an additional $250.0 million term loan under the Wynn Resorts Credit Agreement and repaid $991.3 million of outstanding principal under the Wynn America Credit Facilities and $746.3 million of outstanding principal under the Wynn Resorts Term Loan using proceeds from the borrowing of $1.03 billion under the WRF Credit Facilities and issuance of $750.0 million of WRF 2029 notes.

We also repaid $174.7 million, net of amounts borrowed, on the Wynn Macau Senior Revolving Credit Facility.

During the three months ended March 31, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver.

In addition, we borrowed $50.1 million under the Wynn Macau Revolver, paid $438.6 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.

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.

Capital Resources

The COVID-19 pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United States, and has impacted and will continue to impact, materially, our business, financial condition and results of operations.

The COVID-19 pandemic has impacted and will continue to impact, materially, our business, financial condition and results of operations.

While we believe our strong liquidity position will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruption, which has had and will continue to have a negative impact on our operating income and could have a negative impact on our ability to access capital in the future.

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 September 30, 2020 (in thousands):

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of March 31, 2021 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

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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 September 30, 2020.

Wynn Macau SA complied with these ratios for the three months ended March 31, 2021.

In January 2021, Wynn Macau SA prepaid approximately $412.5 million of the term loan outstanding under the Wynn Macau Credit Facilities using proceeds from WML senior notes issuances.

The Company is currently designing the second phase of Wynn Palace.

We do not expect to incur significant capital expenditures related to the construction of this project in 2021.

Wynn Macau, Limited and subsidiaries.

1 unchanged sentence

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 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.

WML paid no dividends during 2020 or the first quarter of 2021.

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.

On August 26, 2020, WML issued $250.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 and $600.0 million aggregate principal amount of 5 5/8% Senior Notes due 2028.

WML intends to use the net proceeds from the Existing 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.

WML used the net proceeds from the Additional 2026 and 2028 WML Notes to facilitate the prepayment of term loans outstanding under the Wynn Macau Credit Facilities in September 2020.

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

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

on March 31, 2021, it would be subject to minimal U.S.

taxes in the year of repatriation.

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In addition, WRF may utilize its available revolving borrowing capacity as needed.

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.

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

(collectively with WRF, the "WRF Issuers"), each an indirect wholly-owned subsidiary of the Company, issued $600 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Notes") pursuant to an indenture (the "2025 Indenture") among the WRF Issuers, the guarantors party thereto and U.S.

Bank National Association, as trustee (the "Trustee"), in a private offering.

The 2025 WRF Notes were issued at par.

WRF plans to use the net proceeds from the offering for general corporate purposes and to pay related fees and expenses.

In April 2020, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Agreement Amendment") to its existing credit agreement (the "WRF Credit Agreement").

The WRF Credit Agreement Amendment provides for a financial covenant relief period through April 1, 2021, during which the existing consolidated first lien net leverage ratio financial covenant is replaced by a requirement for WRF to maintain minimum liquidity of at least $300.0 million at all times.

Following the financial covenant relief period, WRF is subject to a financial covenant increase period beginning 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, during which WRF must maintain a consolidated first lien net leverage ratio no greater than 4.50 to 1 during the first quarter of the financial covenant increase period, no greater than 4.25 to 1 for the second fiscal quarter, no greater than 4.00 to 1 for the third fiscal quarter, and no greater than 3.75 to 1 for the fourth fiscal quarter of the financial covenant increase period and for each subsequent fiscal quarter thereafter.

The WRF Credit Agreement Amendment also adds certain restrictions on restricted payments during the financial covenant relief period and the financial covenant increase period.

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

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries, which include WML, Wynn Las Vegas, LLC, and Wynn MA, LLC (the owner and operator of Encore Boston Harbor).

The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

As previously disclosed, we are in the planning phase of a room remodel of the Wynn Tower at Wynn Las Vegas.

We have concluded to temporarily postpone the remodel until conditions have stabilized (as discussed above within Investing Activities ).

Accordingly, at this time we do not expect to incur significant capital expenditures associated with the Wynn Tower room remodel during the remainder of fiscal year 2020.

In 2021, Wynn Las Vegas will proceed with its planned room remodel, which we temporarily postponed during 2020.

We expect to incur between $170 million and $180 million of remaining project costs related to this remodel, which we expect to complete before the end of 2021.

The Company repaid $716.0 million of the outstanding borrowings under the WRF Revolver in February 2021, using proceeds from the February 2021 equity offering described below.

Wynn Resorts, Limited and other subsidiaries.

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

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.

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $0.01 per share, at a price of $115.00 per share for proceeds of $841.9 million, net of $17.7 million in underwriting discounts, commissions and other expenses.

The Company used $716.0 million of the net proceeds from this equity offering to repay the outstanding borrowings under the WRF revolver in February 2021, and intends to use the remaining net proceeds for general corporate purposes.

Other Factors Affecting Liquidity

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Our Board of Directors has authorized an equity repurchase program of up to $1.0 billion.

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

As of September 30, 2020, we had $800.1 million in repurchase authority remaining under the program.

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, 2021, 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 September 30, 2020, we had outstanding letters of credit totaling $18.1 million.

As of March 31, 2021, we had outstanding letters of credit totaling $16.1 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, 2020.

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

There have been no significant changes to these policies for the three months ended March 31, 2021.

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

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Forward-Looking Statements

We make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our management and on information currently available to us.

We make forward-looking statements in this Quarterly Report on Form 10-Q based upon the beliefs and assumptions of our management and on information currently available to us.

Forward-looking statements include, but are not limited to, information about our business strategy, development activities, competition and possible or assumed future results of operations, throughout this report and are often preceded by, followed by or include the words "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or similar expressions.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A—"Risk Factors" and other factors we describe from time to time in our periodic filings with the SEC, such as:

• 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;

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A — "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2020 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

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

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• general global political and economic conditions, in the U.S.

and China (including COVID-19 and the Chinese government's ongoing anti-corruption campaign), which may impact levels of travel, leisure, and consumer spending;

• the tightened control of certain cross-border fund transfers from mainland China;

• restrictions or conditions on visitation (caused by COVID-19 or otherwise) to Macau and the United States;

• 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;

and China (including the Chinese government's ongoing anti-corruption campaign), which may impact levels of travel, leisure, and consumer spending;

• restrictions or conditions on visitation by citizens of PRC to Macau;

• the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, 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;

• our ability to maintain our customer relationships and collect and enforce gaming receivables;

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• factors affecting the development and success of new gaming and resort properties (including limited labor resources, government labor and gaming policies and transportation infrastructure in Macau;

and cost increases, environmental regulation, and our ability to secure necessary permits and approvals);

and cost increases, environmental regulation, and our ability to secure necessary permits and approvals in Everett, Massachusetts);

• construction risks (including disputes with and defaults by contractors and subcontractors;

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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