What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-09 compared with 2021-08-09 · 152 added, 180 removed, 525 unchanged (39% of the section changed)

3 unchanged sentences

This discussion and analysis contains forward-looking statements.

Please refer to the section below entitled "Special Note Regarding Forward-Looking Statements."

Please refer to the section below entitled "Forward-Looking Statements."

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community.

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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.

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

Macau Operations

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.

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 put in place 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 increased meaningfully in the six months ended June 30, 2021 compared to the same period in 2020.

Total visitation from PRC to Macau increased meaningfully in the nine months ended September 30, 2021 compared to the same period in 2020.

Total visitation decreased 75.6% compared to the same period in 2019.

On August 3, 2021, in response to a risk of a community outbreak, the government of Macau has announced enhanced measures including tighter border control and strict mandatory COVID-19 testing requirements.

Las Vegas Operations and Encore Boston Harbor

The Company’s Las Vegas Operations and Encore Boston Harbor had 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.

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

On July 27, 2021, the Governor of Nevada issued an emergency directive, in accordance with new recommendations from the Centers for Disease Control, re-imposing mask protection requirements in all public indoor areas effective July 30, 2021.

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 schedule.

On April 27, 2021, the Governor of Massachusetts announced a phased plan for further reopening and on May 28, 2021 signed an executive order rescinding the COVID-related restrictions and limitations on businesses as of May 29, 2021.

The property continues to operate its hotel tower Thursday through Sunday.

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 at our Macau Operations, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations will be lifted.

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, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations 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.

Las Vegas Operations and Encore Boston Harbor

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor 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.

Over the course of the nine months ended September 30, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100% of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

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, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

Macau Gaming Concession

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If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes, upon the occurrence of any event after which none of WML or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the respective senior notes, for a period of 10 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option").

The Macau government has publicly commented that it is studying the process by which concessions and subconcessions may be renewed, extended or issued.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Key Operating Measures

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Results of Operations

Summary of second quarter 2021 results

Summary of third quarter 2021 results

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 Increase/ (Decrease) Percent Change 2021 2020 Increase/ (Decrease) Percent Change

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(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.

The increase in operating revenues for the three months ended June 30, 2021 was primarily driven by increases of $261.7 million, $172.1 million, $290.2 million, and $165.0 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, as a result of ongoing recovery from the effects of COVID-19.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended June 30, 2021 was primarily related to increased operating revenues at our integrated resort properties, partially offset by increased operating expenses.

In addition, net loss attributable to Wynn Resorts, Limited for the second quarter of 2020 excluded 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 increase in Adjusted Property EBITDA for the three months ended June 30, 2021 was primarily driven by increased operating revenues at our integrated resort properties.

The increase in operating revenues for the three months ended September 30, 2021 was primarily driven by increases of $165.6 million, $79.3 million, $289.3 million, and $75.5 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, as a result of increased gaming volumes across our properties as well as an increase in hotel occupancy at our Las Vegas Operations.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended September 30, 2021 was primarily related to increased operating revenues at our integrated resort properties, partially offset by increased operating expenses.

The increase in Adjusted Property EBITDA for the three months ended September 30, 2021 was primarily driven by increased operating revenues at our integrated resort properties.

Adjusted Property EBITDA increased $89.8 million, $32.5 million, $163.2 million, and $38.6 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $103.6 million at Corporate and other.

In addition, Adjusted Property EBITDA for the second quarter of 2020 excluded 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.

Financial results for the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

In addition, Adjusted Property EBITDA for the third quarter of 2021 includes the reversal of $8.6 million and $8.1 million of previously accrued operating expenses at Wynn Palace and Wynn Macau, respectively, recorded in relation to a change in estimate.

Financial results for the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Operating revenues

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

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent

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Las Vegas Operations 476,003 186,697 289,306 155.0

Encore Boston Harbor 165,241 206 165,035 NM

Encore Boston Harbor 192,214 116,686 75,528 64.7

Corporate and other 14,442 — 14,442 NM

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

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent

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$ 994,644 $ 370,452 $ 624,192 168.5

Casino revenues for the three months ended June 30, 2021 were 60.9% of operating revenues, compared to 11.0% for the same period of 2020.

Non-casino revenues for the three months ended June 30, 2021 were 39.1% of operating revenues, compared to 89.0% for the same period of 2020.

Casino revenues for the three months ended September 30, 2021 were 49.9% of operating revenues, compared to 54.5% for the same period of 2020.

Non-casino revenues for the three months ended September 30, 2021 were 50.1% of operating revenues, compared to 45.5% for the same period of 2020.

Casino revenues

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and increased VIP turnover and table games win and mass market table drop, table games win and slot machine win at our Macau Operations.

The table games win and slot machine win at Encore Boston Harbor was $64.9 million and $89.6 million for the three months ended June 30, 2021, respectively.

Our Las Vegas Operations were closed to the public 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 of 2020.

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor respectively, and increased VIP turnover and table games win and mass market table drop, table games win and slot machine win at our Macau Operations.

Encore Boston Harbor was closed to the public 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):

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/

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Macau Operations:

Total casino revenues $ 212,067 $ (11,428) $ 223,495 NM

Total casino revenues $ 134,064 $ 12,301 $ 121,763 989.9

Average number of table games 89 102 (13) (12.7)

VIP turnover $ 1,234,733 $ 311,676 $ 923,057 296.2

VIP table games win $ 71,570 $ (29,806) $ 101,376 NM

VIP table games win $ 54,943 $ 3,244 $ 51,699 1,593.7

VIP win as a % of turnover 4.45 % 1.04 % 3.41

Table games win per unit per day $ 8,346 $ (3,276) $ 11,622 NM

Table games win per unit per day $ 6,691 $ 347 $ 6,344 1,828.2

Average number of table games 231 223 8 3.6

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Slot machine win per unit per day $ 176 $ 76 $ 100 131.6

Total casino revenues $ 142,419 $ (3,524) $ 145,943 NM

Total casino revenues $ 98,264 $ 27,154 $ 71,110 261.9

Average number of table games 75 91 (16) (17.6)

VIP turnover $ 1,335,694 $ 498,519 $ 837,175 167.9

VIP table games win $ 39,388 $ (12,161) $ 51,549 NM

VIP table games win $ 32,602 $ 19,679 $ 12,923 65.7

VIP win as a % of turnover 2.44 % 3.95 % (1.51)

Table games win per unit per day $ 5,111 $ (1,471) $ 6,582 NM

Table games win per unit per day $ 4,704 $ 2,351 $ 2,353 100.1

Average number of table games 238 240 (2) (0.8)

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Slot machine win per unit per day $ 173 $ 71 $ 102 143.7

NM - Not meaningful.

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/

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Slot machine win per unit per day $ 500 $ 302 $ 198 65.6

Poker rake $ 3,927 $ — $ 3,927 100.0

Poker rake $ 2,910 $ 10 $ 2,900 NM

Encore Boston Harbor:

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Slot machine win per unit per day $ 393 $ 407 $ (14) (3.4)

NM - Not meaningful.

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 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.

(2) Encore Boston Harbor casino revenues and associated key operating measures for the second quarter of 2020 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.

Non-casino revenues

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

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/

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Occupancy 87.8 % 72.7 % 15.1

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

(2) Encore Boston Harbor room revenues and associated key operating measures for the second quarter of 2020 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.

(3) Encore Boston Harbor room statistics have been computed based on 53 days of operation in three months ended June 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $120.4 million, primarily due to higher occupancy at our Las Vegas Operations and our Macau Operations.

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.

Room revenues from Encore Boston Harbor were $9.7 million.

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.

ADR $ 351 $ 294 $ 57 19.4

REVPAR $ 308 $ 214 $ 94 43.9

(1) Encore Boston Harbor room statistics have been computed based on 69 days and 47 days of operation in the three months ended September 30, 2021 and 2020, respectively, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $112.7 million, primarily due to higher occupancy at our Las Vegas Operations, our Macau Operations and Encore Boston Harbor.

The hotel tower at Encore Boston Harbor was closed in connection to a COVID-19 related state directive from November 6, 2020 through January 25, 2021, when it reopened its hotel tower on a Thursday through Sunday weekly schedule.

Encore Boston Harbor reopened its hotel tower to seven days per week as of September 1, 2021.

Food and beverage revenues increased $140.9 million, primarily driven by increased covers at our Las Vegas Operations and our Macau Operations.

Food and beverage revenues from Encore Boston Harbor were $13.9 million.

Entertainment, retail and other revenues increased $76.2 million, primarily due to an increase in visitation at our Las Vegas Operations and our Macau Operations.

Entertainment, retail and other revenues from Encore Boston Harbor were $6.2 million.

Operating expenses

The table below presents operating expenses (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent Change

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Total operating expenses $ 1,078,308 $ 653,459 $ 424,849 65.0

Total operating expenses increased $410.9 million compared to the second quarter of 2020, primarily due to increased casino, room, food and beverage, entertainment, retail and other, and general and administrative expenses associated with increased levels of business as our properties recover from the effects of the COVID-19 pandemic, partially offset by decreased provision for credit losses.

Operating expenses for the second quarter of 2020 excluded $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.

Total operating expenses increased $424.8 million compared to the third quarter of 2020, primarily due to increased casino, room, food and beverage, entertainment, retail and other, and general and administrative expenses associated with increased levels of business as our properties recover from the effects of the COVID-19 pandemic, partially offset by decreased provision for credit losses.

Casino expenses increased $69.7 million, $39.3 million, $20.0 million, and $25.4 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These increases were primarily due to increased gaming tax expense commensurate with the increase in casino revenues at each property.

Casino expenses for the second quarter of 2020 excluded 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 increased $14.5 million and $2.7 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The increases were primarily a result of higher operating costs related to the increase in occupancy at our Las Vegas Operations and Encore Boston Harbor.

Room expenses for the second quarter of 2020 excluded 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.

These increases were primarily due to increased gaming tax expense driven by the increase in casino revenues at each property.

Room expenses increased $13.5 million and $2.2 million at our Las Vegas Operations and Wynn Palace.

These increases were primarily a result of higher operating costs related to the increase in occupancy.

Food and beverage expenses increased $76.1 million and $7.4 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The increases were primarily a result of higher operating costs related to the increase in food and beverage revenues at each property as well as higher nightlife entertainment costs at our Las Vegas Operations.

Food and beverage expenses for the second quarter of 2020 excluded 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 by Wynn Interactive.

Entertainment, retail and other expenses for the second quarter of 2020 excluded 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 increased primarily due to increases of $10.8 million and $5.1 million at Encore Boston Harbor and our Las Vegas Operations, respectively.

General and administrative expenses increased primarily due to increases of $7.5 million, $6.1 million, $5.4 million, and $5.3 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These increases were primarily attributable to increased payroll, operating costs, and general and administrative expenses.

In addition, corporate and other general and administrative expenses

increased $27.3 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.

General and administrative expenses for the second quarter of 2020 excluded 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 $8.8 million and $3.1 million at Wynn Palace and our Las Vegas Operations, respectively.

The decreases were 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 June 30, 2021 consisted primarily of asset disposals, abandonments and retirements of $1.4 million, $1.2 million, and $1.0 million at our Las Vegas Operations, Wynn Macau, and Wynn Palace, respectively.

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.

Our property charges and other expenses for the quarter ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive.

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.

Interest expense, net of capitalized interest

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

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent

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Other non-operating income and expenses

We incurred a foreign currency remeasurement gain of $5.6 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively.

We incurred a foreign currency remeasurement loss of $11.8 million and a gain of $0.4 million for the three months ended September 30, 2021 and 2020, 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 gain of $1.0 million and a loss of $3.3 million for the three months ended June 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded an income tax expense of $0.7 million and $80.9 million for the three months ended June 30, 2021 and 2020, respectively.

We recorded a gain of $1.2 million and $4.7 million for the three months ended September 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $0.7 million loss on extinguishment of debt for the three months ended September 30, 2021 related to the prepayment of the Wynn Macau Credit Facilities.

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 an income tax expense of $1.2 million and $407.4 million for the three months ended September 30, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to an increase in valuation allowance for U.S.

deferred tax assets and 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 and U.S.

loss carryforwards.

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.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $42.0 million and $97.3 million for the three months ended June 30, 2021 and 2020, respectively.

Net loss attributable to noncontrolling interests was $79.7 million and $73.4 million for the three months ended September 30, 2021 and 2020, respectively.

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

Financial results for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Financial results for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Operating revenues

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

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent Change

10 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent Change

7 unchanged sentences

$ 2,721,439 $ 1,409,866 $ 1,311,573 93.0

Casino revenues for the six months ended June 30, 2021 were 64.8% of operating revenues, compared to 55.8% for the same period of 2020.

Non-casino revenues for the six months ended June 30, 2021 were 35.2% of operating revenues, compared to 44.2% for the same period of 2020.

Casino revenues for the nine months ended September 30, 2021 were 59.4% of operating revenues, compared to 55.5% for the same period of 2020.

Non-casino revenues for the nine months ended September 30, 2021 were 40.6% of operating revenues, compared to 44.5% for the same period of 2020.

Casino revenues

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, respectively, and increased mass market table drop and table games win at our Macau Operations.

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, respectively, and increased VIP table games win and mass market table drop and table games win at our Macau Operations.

Our Las Vegas Operations were closed to the public 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.

Encore Boston Harbor was closed to the public from March 15, 2020 until July 10, 2020.

Our casino operations in Macau were closed for a 15-day period in February 2020.

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,

Nine Months Ended September 30,

2021 2020 Increase/(Decrease) Percent

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

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/(Decrease) Percent

31 unchanged sentences

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.

The property reopened its hotel tower to seven days per week as of September 1, 2021.

Non-casino revenues

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

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/(Decrease) Percent Change

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(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 89 days of operation in six months ended June 30, 2021 and 74 days of operation in six months ended June 30, 2020, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $43.9 million, primarily due to higher occupancy at our Macau Operations and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020, resulting from the adverse effects of the COVID-19 pandemic.

(3) Encore Boston Harbor room statistics have been computed based on 158 days and 121 days of operation in the nine months ended September 30, 2021 and 2020, respectively, representing the number of nights hotel rooms were offered for sale to the public.

The property reopened its hotel tower to seven days per week as of September 1, 2021.

Room revenues increased $156.5 million, primarily due to higher occupancy at our properties and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020, resulting from the adverse effects of the COVID-19 pandemic.

Food and beverage revenues increased $185.1 million, primarily due to increased covers at our restaurants and an increase in nightlife offerings at our Las Vegas Operations as a result of ongoing recovery from the effects of COVID-19.

Entertainment, retail and other revenues increased $60.5 million, primarily due to an increase in visitation to our Macau Operations as a result of ongoing recovery from the effects of COVID-19.

Entertainment, retail and other revenues increased $136.7 million, primarily due to an increase in visitation to our Macau Operations and our Las Vegas Operations as a result of ongoing recovery from the effects of COVID-19.

Operating expenses

The table below presents operating expenses (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent Change

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Total operating expenses $ 3,010,356 $ 2,463,300 $ 547,056 22.2

Total operating expenses increased $122.2 million compared to the six months ended June 30, 2020, primarily due to increased casino and entertainment, retail and other expenses, partially offset by decreased room, food and beverage, provision for credit losses, and property charges and other expenses.

Casino expenses increased $87.5 million, $44.9 million, and $30.0 million at Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively, and decreased $2.6 million at our Las Vegas Operations.

These increases were primarily due to increased gaming tax expense commensurate with the increase in casino revenues at each property, partially offset by lower payroll and operating costs at our Las Vegas Operations.

Room expenses decreased $15.1 million and $4.0 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower payroll and operating costs.

Food and beverage expenses decreased $29.1 million and $14.4 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower payroll and operating costs.

Total operating expenses increased $547.1 million compared to the nine months ended September 30, 2020, primarily due to increased casino, food and beverage, entertainment, retail and other, and general and administrative expenses, partially offset by decreased provision for credit losses and property charges and other expenses.

Casino expenses increased $157.1 million, $84.2 million, $17.4 million, and $55.4 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These increases were primarily due to increased gaming tax expense driven by the increase in casino revenues at each property.

Room expenses decreased $4.8 million at Encore Boston Harbor.

The decrease was primarily a result of lower payroll and operating costs.

Food and beverage expenses increased $47.1 million at our Las Vegas Operations.

The increase was primarily a result of higher operating costs related to the increase in food and beverage revenues as well as higher nightlife entertainment costs.

Entertainment, retail and other expenses increased primarily due to marketing expenses incurred by Wynn Interactive.

The increase was partially offset by a decrease in entertainment, retail and other expenses of $7.9 million at our Las Vegas Operations primarily as a result of lower operating costs.

General and administrative expenses decreased primarily due to decreases of $8.3 million, $4.4 million, and $22.2 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

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

These decreases were partially offset by an increase in corporate and other general and administrative expenses of $24.1 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.

General and administrative expenses increased primarily due to an increase in corporate and other general and administrative expenses of $36.3 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.

In addition, general and administrative expenses increased $7.0 million at Encore Boston Harbor primarily due to the closure of our operations from March 15, 2020 until July 10, 2020.

The provision for credit losses decreased $23.5 million, $24.0 million, and $3.4 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

For the six months ended June 30, 2021, pre-opening expenses totaled $4.1 million, which primarily related to restaurant remodels at our Las Vegas Operations.

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 and the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020.

Depreciation and amortization increased primarily due to increased depreciation and amortization expense incurred at Corporate and other and an increase in depreciation expense of $4.5 million at Encore Boston Harbor associated with equipment placed in service during the six months ended June 30, 2021.

Our property charges and other expenses for the six months ended June 30, 2021 consisted primarily of asset abandonments of $3.5 million and $3.2 million at our Las Vegas Operations and Wynn Palace, respectively.

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.

For the nine months ended September 30, 2021 and 2020, pre-opening expenses totaled $5.5 million and $5.6 million, which primarily related to restaurant remodels at our Las Vegas Operations.

Depreciation and amortization increased $5.9 million at Encore Boston Harbor primary due to equipment placed in service during the nine months ended September 30, 2021.

Our property charges and other expenses for the nine months ended September 30, 2021 consisted primarily of advocacy- related expenses of $12.5 million at Wynn Interactive and asset abandonments of $4.3 million and $4.1 million at our Las Vegas Operations and Wynn Palace, respectively.

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):

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Increase/ (Decrease) Percent Change

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Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $5.5 million and a gain of $12.6 million for the six months ended June 30, 2021 and 2020, respectively.

We incurred a foreign currency remeasurement loss of $17.3 million and a gain of $13.0 million for the nine months ended September 30, 2021 and 2020, 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 gain of $5.4 million and a loss of $19.0 million for the six months ended June 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $1.3 million loss on extinguishment of debt for the six months ended June 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded a $1.5 million loss on extinguishment of debt for the six months ended June 30, 2020 primarily related to the partial prepayment of the Wynn Macau Term Loan.

We recorded an income tax expense of $1.2 million and $156.7 million for the six months ended June 30, 2021 and 2020, respectively.

We recorded a gain of $6.6 million and a loss of $14.3 million for the nine months ended September 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $2.1 million loss on extinguishment of debt for the nine months ended September 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan and the prepayment of the Wynn Macau Credit Facilities.

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 an income tax expense of $2.3 million and $564.1 million for the nine months ended September 30, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to an increase in valuation allowance for U.S.

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 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.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $97.2 million and $145.5 million for the six months ended June 30, 2021 and 2020, respectively.

Net loss attributable to noncontrolling interests was $177.0 million and $218.9 million for the nine months ended September 30, 2021 and 2020, respectively.

These amounts are primarily related to the noncontrolling interests' share of net 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 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 Increase/ (Decrease) Percent Change 2021 2020 Increase/ (Decrease) Percent Change

Wynn Palace $ 12,112 $ (77,647) $ 89,759 NM $ 93,036 $ (178,379) $ 271,415 NM

Wynn Macau 14,086 (82,646) 96,732 NM 30,642 (63,438) 94,080 NM

Las Vegas Operations 133,222 (75,564) 208,786 NM 161,303 (97,641) 258,944 NM

Encore Boston Harbor 46,916 (53,779) 100,695 NM 77,279 (66,415) 143,694 NM

Wynn Macau (1,939) (34,457) 32,518 94.4 28,703 (97,895) 126,598 NM

Las Vegas Operations 183,416 20,258 163,158 805.4 344,719 (77,383) 422,102 NM

Encore Boston Harbor 64,565 25,986 38,579 148.5 141,844 (40,429) 182,273 NM

Corporate and other (103,593) — (103,593) NM (187,961) — (187,961) NM

NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace increased $164.5 million and $181.7 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at Wynn Macau increased $96.7 million and $94.1 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at our Las Vegas Operations increased $208.8 million for the three months ended June 30, 2021, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at our Las Vegas Operations increased $258.9 million for the six months ended June 30, 2021, primarily due to an increase in operating revenues and a decrease in operating expenses.

Adjusted Property EBITDA at Wynn Palace increased $89.8 million and $271.4 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Our casino operations at Wynn Palace were closed for a 15-day period in February 2020.

Adjusted Property EBITDA at Wynn Macau increased $32.5 million and $126.6 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Our casino operations at Wynn Macau were closed for a 15-day period in February 2020.

Adjusted Property EBITDA at our Las Vegas Operations increased $163.2 million and $422.1 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Our Las Vegas Operations closed to the public on March 17, 2020, and reopened on June 4, 2020 on a reduced basis.

Adjusted Property EBITDA for our Las Vegas Operations for the second quarter of 2020 excluded 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, which we accrued during the first quarter of 2020.

Adjusted Property EBITDA at Encore Boston Harbor increased $100.7 million and $143.7 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

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

Adjusted Property EBITDA for Encore Boston Harbor for the second quarter of 2020 excluded 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, which we accrued during the first quarter of 2020.

Adjusted Property EBITDA at Encore Boston Harbor increased $38.6 million and $182.3 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

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 Corporate and other was $(103.6) million and $(188.0) million for the three and nine months ended September 30, 2021, respectively, primarily due to ramp up of Wynn Interactive operations.

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):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows - Summary 2021 2020

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Proceeds from issuance of subsidiary common stock 4,662 —

Payments for financing costs (2,152) (13,196)

Payments for debt financing costs (29,975) (20,350)

Net cash (used in) provided by financing activities (555,569) 2,236,479

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

During the six months ended June 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

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 nine months ended September 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

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.

Investing Activities

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 six months ended June 30, 2021, we incurred capital expenditures of $54.6 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel, and $17.9 million at Encore Boston Harbor, $13.6 million at Wynn Palace, and $9.8 million at Wynn Macau primarily related to maintenance capital expenditures.

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.

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

During the nine months ended September 30, 2021, we incurred capital expenditures of $118.7 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel, and $33.4 million at Encore Boston Harbor, $24.4 million at Wynn Palace, and $18.3 million at Wynn Macau primarily related to maintenance capital expenditures.

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.

Financing Activities

During the six months ended June 30, 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 $464.7 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.

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.

During the nine months ended September 30, 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.

We also paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan and prepaid the outstanding $1.26 billion of borrowings under the Wynn Macau Credit Facilities along with related financing costs, using proceeds from the borrowing of $1.09 billion under the WM Cayman II Revolver along with $200.0 million of cash.

In addition, we made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

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.

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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 June 30, 2021 (in thousands):

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of September 30, 2021 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

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Wynn Macau, Limited and subsidiaries (1)

1,203,074 413,130

Wynn Resorts Finance, LLC (2)

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Wynn Resorts (Macau) S.A.

("Wynn Macau SA") generates cash from our Macau Operations and utilizes its revolver to fund short term working capital requirements as needed.

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.

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 June 30, 2021.

("Wynn Macau SA") generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver (discussed further below) to fund short term working capital requirements as needed.

We expect to use this cash to fund working capital and capital expenditure requirements at our Macau Operations.

In addition, we may use this cash to make distributions to WML.

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.

In August 2021, a subsidiary of WML received lender commitments for a senior unsecured revolving credit facility in an aggregate principal amount of up to $1.50 billion with a final maturity four years from inception.

The Company expects to enter into the facility during the third quarter of 2021, and to use a portion of the net proceeds from borrowings under the new facility to facilitate the repayment of the outstanding $1.26 billion of borrowings under the existing Wynn Macau Credit Facilities at closing.

In September 2021, borrowings of $1.09 billion under the WM Cayman II Revolver, along with $200.0 million of cash, were used to facilitate the prepayment of the outstanding $1.26 billion of borrowings under the Wynn Macau Credit Facilities and to pay related fees and expenses.

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

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Wynn Macau, Limited and subsidiaries.

Wynn Macau, Limited ("WML") primarily generates cash through distributions from Wynn Macau SA.

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

WML paid no dividends during 2020 or the six months ended June 30, 2021.

Wynn Macau, Limited primarily generates cash through distributions from Wynn Macau SA and utilizes available borrowing capacity under the WM Cayman II Revolver as needed.

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

On September 16, 2021, WM Cayman Holdings Limited II ("WM Cayman II"), an indirect wholly owned subsidiary of WML, entered into an unsecured revolving credit facility agreement (the “Facility Agreement”) in an aggregate principal amount of $1.50 billion consisting of one tranche in an amount of $312.5 million and one tranche in an amount of HK$9.26 billion (approximately $1.19 billion).

WM Cayman II has the ability to upsize the total revolving credit facility by an additional $1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

The final maturity of all outstanding loans under the Revolving Facility is September 16, 2025.

WML paid no dividends during 2020 or the nine months ended September 30, 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.

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

on June 30, 2021, it would be subject to minimal U.S.

on September 30, 2021, it would be subject to minimal U.S.

taxes in the year of repatriation.

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Wynn Las Vegas is currently undergoing its planned room remodel, which we temporarily postponed during 2020.

We expect to incur between $150 million and $170 million of remaining project costs related to this remodel, which we expect to complete during the first quarter of 2022.

We expect to incur between $110 million and $130 million of remaining project costs related to this remodel, which we expect to complete during the second quarter of 2022.

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.

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Wynn Resorts, Limited and other primarily generates cash from royalty and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%.

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

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.

We expect to use this cash to service our Retail Term Loan, to fund working capital needs of Wynn Interactive, and for general corporate purposes.

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.

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We expect the assets of the combined business to include approximately $634.0 million of net cash currently held by Austerlitz I.

The proposed business combination is expected to close by the end of 2021, subject to approval by Austerlitz I's stockholders, gaming regulatory approval and other customary closing conditions.

Closing of the proposed business combination is subject to approval by Austerlitz I's stockholders, gaming regulatory approval and other customary closing conditions.

Other Factors Affecting Liquidity

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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 June 30, 2021, we had $800.1 million in repurchase authority remaining under the program.

We did not repurchase shares under the repurchase program during the six months ended June 30, 2021.

As of September 30, 2021, we had $800.1 million in repurchase authority remaining under the program.

We did not repurchase shares under the repurchase program during the nine months ended September 30, 2021.

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 June 30, 2021, we had outstanding letters of credit totaling $15.8 million.

As of September 30, 2021, we had outstanding letters of credit totaling $15.8 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 six months ended June 30, 2021.

There have been no significant changes to these policies for the nine months ended September 30, 2021.

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

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Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC.

You should not place undue reliance on any forward-looking statements, which are based only on information available to us at the time this statement is made.

You should not place undue reliance on any forward-looking

statements, which are based only on information available to us at the time this statement is made.

We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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