wynn-20200930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-50028

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)


Nevada						46-0484987
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class						Outstanding at October 26, 2020
Common stock, par value $0.01						107,870,602

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-Q

INDEX


Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - September 30, 2020 (unaudited) and December 31, 2019	3
	Condensed Consolidated Statements of Operations (unaudited) - Three and Nine Months Ended September 30, 2020 and 2019	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three and Nine Months Ended September 30, 2020 and 2019	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) - Three and Nine Months Ended September 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (unaudited) - Nine Months Ended September 30, 2020 and 2019	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	52

Part II.	Other Information
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signature		57

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30, 2020		December 31, 2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,554,895	$	2,351,904
Accounts receivable, net of allowance for credit losses of $98,989 and $39,317	178,826		346,429
Inventories	73,627		88,519
Prepaid expenses and other	62,129		69,485
Total current assets	3,869,477		2,856,337
Property and equipment, net	9,313,066		9,623,832
Restricted cash	4,849		6,388
Intangible assets, net	138,742		146,414
Operating lease assets	406,402		452,919
Deferred income taxes, net	—		562,262
Other assets	234,580		223,129
Total assets	$	13,967,116	$	13,871,281
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts and construction payables	$	146,427	$	262,437
Customer deposits	886,073		824,269
Gaming taxes payable	21,842		168,043
Accrued compensation and benefits	112,239		180,140
Accrued interest	144,025		73,136
Current portion of long-term debt	226,618		323,876
Other accrued liabilities	151,476		150,983
Total current liabilities	1,688,700		1,982,884
Long-term debt	12,562,972		10,079,983
Long-term operating lease liabilities	125,846		159,182
Other long-term liabilities	136,229		107,760
Total liabilities	14,513,747		12,329,809
Commitments and contingencies (Note 14)
Stockholders' equity (deficit):
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding	—		—
Common stock, par value $0.01; 400,000,000 shares authorized; 123,443,352 and 122,837,930 shares issued; 107,872,298 and 107,363,943 shares outstanding, respectively	1,234		1,228
Treasury stock, at cost; 15,571,054 and 15,473,987 shares, respectively	(1,420,535)		(1,410,998)
Additional paid-in capital	2,554,443		2,512,676
Accumulated other comprehensive loss	(898)		(1,679)
Retained earnings (accumulated deficit)	(1,262,947)		641,818
Total Wynn Resorts, Limited stockholders' equity (deficit)	(128,703)		1,743,045
Noncontrolling interests	(417,928)		(201,573)
Total stockholders' equity (deficit)	(546,631)		1,541,472
Total liabilities and stockholders' equity (deficit)	$	13,967,116	$	13,871,281

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Operating revenues:
Casino	$	201,872	$	1,108,364	$	782,074	$	3,435,968
Rooms	61,144		205,876		231,240		595,953
Food and beverage	76,586		228,508		250,007		619,749
Entertainment, retail and other	30,850		105,014		146,545		305,970
Total operating revenues	370,452		1,647,762		1,409,866		4,957,640
Operating expenses:
Casino	160,861		722,692		734,689		2,197,750
Rooms	35,940		75,188		139,787		205,042
Food and beverage	76,536		196,661		314,335		527,502
Entertainment, retail and other	13,370		42,078		75,823		129,636
General and administrative	160,896		246,442		547,305		665,988
Provision for credit losses	11,588		4,036		60,548		13,039
Pre-opening	877		1,616		5,614		99,212
Depreciation and amortization	183,486		172,998		541,498		449,824
Property charges and other	9,905		8,216		43,701		17,920
Total operating expenses	653,459		1,469,927		2,463,300		4,305,913
Operating income (loss)	(283,007)		177,835		(1,053,434)		651,727
Other income (expense):
Interest income	2,033		6,427		13,969		19,979
Interest expense, net of amounts capitalized	(145,142)		(114,652)		(407,187)		(300,981)
Change in derivatives fair value	4,675		(2,101)		(14,279)		(6,914)
Loss on extinguishment of debt	(3,139)		(12,196)		(4,601)		(12,196)
Other	412		(8,703)		12,980		(3,346)
Other income (expense), net	(141,161)		(131,225)		(399,118)		(303,458)
Income (loss) before income taxes	(424,168)		46,610		(1,452,552)		348,269
Provision for income taxes	(407,365)		(19,727)		(564,103)		(19,421)
Net income (loss)	(831,533)		26,883		(2,016,655)		328,848
Less: net (income) loss attributable to noncontrolling interests	73,391		(30,379)		218,912		(132,921)
Net income (loss) attributable to Wynn Resorts, Limited	$	(758,142)	$	(3,496)	$	(1,797,743)	$	195,927
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:
Basic	$	(7.10)	$	(0.03)	$	(16.85)	$	1.83
Diluted	$	(7.10)	$	(0.03)	$	(16.85)	$	1.83
Weighted average common shares outstanding:
Basic	106,783		106,707		106,720		106,791
Diluted	106,783		106,707		106,720		107,024
Dividends declared per common share	$	—	$	1.00	$	—	$	2.75

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net income (loss)	$	(831,533)	$	26,883	$	(2,016,655)	$	328,848
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax	14		(989)		1,082		(1,039)
Total comprehensive income (loss)	(831,519)		25,894		(2,015,573)		327,809
Less: comprehensive (income) loss attributable to noncontrolling interests	73,387		(30,104)		218,611		(132,632)
Comprehensive income (loss) attributable to Wynn Resorts, Limited	$	(758,132)	$	(4,210)	$	(1,796,962)	$	195,177

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share data)

(unaudited)


	For the Three Months Ended September 30, 2020
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings (accumulated deficit)		Total Wynn Resorts, Ltd. stockholders' equity (deficit)		Noncontrolling interests		Total stockholders' equity (deficit)
Balances, July 1, 2020	107,869,865	$	1,234	$	(1,419,435)	$	2,543,718	$	(908)	$	(505,090)	$	619,519	$	(345,321)	$	274,198
Net loss	—	—		—		—		—		(758,142)		(758,142)		(73,391)		(831,533)
Currency translation adjustment	—	—		—		—		10		—		10		4		14
Issuance of restricted stock	182,087	2		—		(3)		—		—		(1)		—		(1)
Cancellation of restricted stock	(164,633)	(2)		—		2		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(15,021)	—		(1,100)		—		—		—		(1,100)		—		(1,100)
Cash dividends declared	—	—		—		—		—		285		285		15		300
Distribution to noncontrolling interest	—	—		—				—		—		—		(998)		(998)
Stock-based compensation	—	—		—		10,726		—		—		10,726		1,763		12,489
Balances, September 30, 2020	107,872,298	$	1,234	$	(1,420,535)	$	2,554,443	$	(898)	$	(1,262,947)	$	(128,703)	$	(417,928)	$	(546,631)


	For the Three Months Ended September 30, 2019
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total Wynn Resorts, Ltd. stockholders' equity		Noncontrolling interests		Total stockholders' equity
Balances, July 1, 2019	107,610,356	$	1,228	$	(1,379,644)	$	2,498,316	$	(1,986)	$	932,907	$	2,050,821	$	(199,882)	$	1,850,939
Net income (loss)	—	—		—		—		—		(3,496)		(3,496)		30,379		26,883
Currency translation adjustment	—	—		—		—		(714)		—		(714)		(275)		(989)
Exercise of stock options	36,000	—		—		2,151		—		—		2,151		—		2,151
Issuance of restricted stock	27,276	—		—		—		—		—		—		—		—
Cancellation of restricted stock	(27,809)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(283,321)	—		(30,073)		—		—		—		(30,073)		—		(30,073)
Cash dividends declared	—	—		—		—		—		(107,341)		(107,341)		(82,949)		(190,290)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(998)		(998)
Stock-based compensation	—	—		—		7,403		—		—		7,403		853		8,256
Balances, September 30, 2019	107,362,502	$	1,228	$	(1,409,717)	$	2,507,870	$	(2,700)	$	822,070	$	1,918,751	$	(252,872)	$	1,665,879

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)

(in thousands, except share data)

(unaudited)


	For the Nine Months Ended September 30, 2020
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings (accumulated deficit)		Total Wynn Resorts, Ltd. stockholders' equity (deficit)		Noncontrolling interests		Total stockholders' equity (deficit)
Balances, January 1, 2020	107,363,943	$	1,228	$	(1,410,998)	$	2,512,676	$	(1,679)	$	641,818	$	1,743,045	$	(201,573)	$	1,541,472
Net loss	—	—		—		—		—		(1,797,743)		(1,797,743)		(218,912)		(2,016,655)
Currency translation adjustment	—	—		—		—		781		—		781		301		1,082
Issuance of restricted stock	843,102	8		—		6,700		—		—		6,708		818		7,526
Cancellation of restricted stock	(237,680)	(2)		—		2		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(97,067)	—		(9,537)		—		—		—		(9,537)		141		(9,396)
Cash dividends declared	—	—		—		—		—		(107,022)		(107,022)		45		(106,977)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(1,996)		(1,996)
Stock-based compensation	—	—		—		35,065		—		—		35,065		3,248		38,313
Balances, September 30, 2020	107,872,298	$	1,234	$	(1,420,535)	$	2,554,443	$	(898)	$	(1,262,947)	$	(128,703)	$	(417,928)	$	(546,631)


	For the Nine Months Ended September 30, 2019
	Common stock
	Shares outstanding	Par value		Treasury stock		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total Wynn Resorts, Ltd. stockholders' equity		Noncontrolling interests		Total stockholders' equity
Balances, January 1, 2019	107,232,026	$	1,221	$	(1,344,012)	$	2,457,079	$	(1,950)	$	921,785	$	2,034,123	$	(219,334)	$	1,814,789
Net income	—	—		—		—		—		195,927		195,927		132,921		328,848
Currency translation adjustment	—	—		—		—		(750)		—		(750)		(289)		(1,039)
Exercise of stock options	293,690	3		—		14,693		—		—		14,696		—		14,696
Issuance of restricted stock	456,505	4		—		14,344		—		—		14,348		785		15,133
Cancellation of restricted stock	(39,649)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(580,070)	—		(65,705)		—		—		—		(65,705)		—		(65,705)
Cash dividends declared	—	—		—		—		—		(295,642)		(295,642)		(165,849)		(461,491)
Distribution to noncontrolling interest	—	—		—		—		—		—		—		(3,725)		(3,725)
Stock-based compensation	—	—		—		21,754		—		—		21,754		2,619		24,373
Balances, September 30, 2019	107,362,502	$	1,228	$	(1,409,717)	$	2,507,870	$	(2,700)	$	822,070	$	1,918,751	$	(252,872)	$	1,665,879

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income (loss)	$	(2,016,655)	$	328,848
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	541,498		449,824
Deferred income taxes	562,262		16,838
Stock-based compensation expense	40,501		30,444
Amortization of debt issuance costs	21,770		22,171
Loss on extinguishment of debt	4,601		12,196
Provision for credit losses	60,548		13,039
Change in derivatives fair value	14,279		6,914
Property charges and other	30,721		21,238
Increase (decrease) in cash from changes in:
Receivables, net	105,879		(23,046)
Inventories, prepaid expenses and other	15,923		(17,380)
Customer deposits	45,852		2,355
Accounts payable and accrued expenses	(208,258)		(83,556)
Net cash (used in) provided by operating activities	(781,079)		779,885
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(261,093)		(878,335)
Purchase of intangible and other assets	—		(6,000)
Proceeds from sale of assets and other	3,733		592
Net cash used in investing activities	(257,360)		(883,743)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	3,919,377		2,549,072
Repayments of long-term debt	(1,540,609)		(2,443,367)
Repurchase of common stock	(9,537)		(65,705)
Finance lease payment	(2,194)		(36)
Proceeds from exercise of stock options	70		14,696
Dividends paid	(108,282)		(460,139)
Distribution to noncontrolling interest	(1,996)		(3,725)
Payments for financing costs	(20,350)		(22,359)
Net cash provided by (used in) financing activities	2,236,479		(431,563)
Effect of exchange rate on cash, cash equivalents and restricted cash	3,412		(1,610)
Cash, cash equivalents and restricted cash:
Increase (decrease) in cash, cash equivalents and restricted cash	1,201,452		(537,031)
Balance, beginning of period	2,358,292		2,219,323
Balance, end of period	$	3,559,744	$	1,682,292

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	313,696	$	265,873
Liability settled with shares of common stock	$	6,720	$	15,134
Accounts and construction payables related to property and equipment	$	85,585	$	202,375
Other liabilities related to intangible assets	$	12,880	$	13,463
Finance lease liabilities arising from obtaining finance lease assets	$	42,432	$	1,413

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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Organization

Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company") is 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.

In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. Additionally, the Company is a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). The Company refers to Wynn Las Vegas and the Retail Joint Venture as its Las Vegas Operations. On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, that is owned 100% by the Company.

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.

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

Macau Operations

In response to the COVID-19 pandemic, the Macau government announced on February 4, 2020 the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days. On February 20, 2020, 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. 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.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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.

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 closed on March 15, 2020, and reopened on July 10, 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, 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. The Company is currently unable to determine when these measures will be lifted.

Summary

The COVID-19 pandemic has had and will continue to have an adverse effect on the Company's results of operations. The Company is currently unable to determine when protective measures in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted. 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.

As of September 30, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $3.55 billion, and had access to $15.9 million of available borrowing capacity from the WRF Revolving Facility. In addition, the Company has suspended its dividend program and has postponed major project capital expenditures. Given the Company's liquidity position at September 30, 2020 and the steps the Company has taken as further described in Note 6, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 15, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Accounts Receivable

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are recorded at amortized cost. Casino receivables primarily consist of credit issued to patrons in the form of markers and advances paid to gaming promoters. The Company issues credit based on factors such as level of play and financial resources, following background and credit checks. The casino credit extended by the Company is generally unsecured and due on demand. Gaming promoter advances are settled shortly after each month end.

An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts and outstanding gaming promoter accounts with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition as well as management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled $66.1 million and $543.9 million for the three months ended September 30, 2020 and 2019, respectively, and $332.5 million and $1.69 billion for the nine months ended September 30, 2020 and 2019, respectively.

Recently Adopted Accounting Standards

Financial Instruments - Credit Losses

The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016. The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial instruments, the Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements.

Cloud Computing Arrangement Implementation Costs

In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU is intended to eliminate potential diversity in practice in accounting for costs incurred to implement cloud computing arrangements that are service contracts by requiring customers in such arrangements to follow internal-use software guidance with respect to such costs, with any resulting deferred implementation costs recognized over the term of the contract in the same income statement line item as the fees associated with the hosting element of the arrangement. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements.

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 3 - Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Cash and cash equivalents:
Cash (1)	$	2,518,812	$	1,265,502
Cash equivalents (2)	1,036,083		1,086,402
Total cash and cash equivalents	3,554,895		2,351,904
Restricted cash (3)	4,849		6,388
Total cash, cash equivalents and restricted cash	$	3,559,744	$	2,358,292

(1) Cash consists of cash on hand and bank deposits.

(2) Cash equivalents consist of bank time deposits and money market funds.

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

Note 4 - Receivables, net

Accounts Receivable and Credit Risk

Receivables, net consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Casino	$	210,763	$	304,137
Hotel	7,145		22,114
Other	59,907		59,495
	277,815		385,746
Less: allowance for credit losses	(98,989)		(39,317)
	$	178,826	$	346,429

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables. As of September 30, 2020 and December 31, 2019, approximately 79.3% and 79.0%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which our customers reside could affect the collectability of such receivables. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit investigation process, credit policies and collection procedures.

The Company’s allowance for casino credit losses was 45.8% and 12.4% of gross casino receivables as of September 30, 2020 and December 31, 2019, respectively. The increase in allowance for casino credit losses is primarily due to the impact of historical collection patterns and expectations of current and future collection trends in light of the COVID-19 pandemic, as well as the specific review of customer accounts. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	September 30, 2020		September 30, 2019
Balance at beginning of year	$	39,317	$	32,694
Provision for credit losses	60,548		13,039
Write-offs	(1,233)		(12,833)
Recoveries of receivables previously written-off	228		—
Effect of exchange rate	129		(19)
Balance at end of period	$	98,989	$	32,881

Note 5 - Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Buildings and improvements	$	9,756,777	$	9,367,241
Land and improvements	1,264,126		1,246,679
Furniture, fixtures and equipment	3,061,950		2,932,483
Airplanes	110,623		110,623
Construction in progress	127,140		477,333
	14,320,616		14,134,359
Less: accumulated depreciation	(5,007,550)		(4,510,527)
	$	9,313,066	$	9,623,832

Depreciation expense for the three months ended September 30, 2020 and 2019 was $177.3 million and $166.5 million, and depreciation expense for the nine months ended September 30, 2020 and 2019 was $522.4 million and $434.4 million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 6 - Long-Term Debt

Long-term debt consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Macau Related:
Wynn Macau Credit Facilities (1):
Wynn Macau Term Loan, due 2022 (2)	$	1,306,974	$	2,302,540
Wynn Macau Revolver, due 2022 (3)	751,073		350,232
WML 4 7/8% Senior Notes, due 2024	600,000		600,000
WML 5 1/2% Senior Notes, due 2026	1,000,000		—
WML 5 1/2% Senior Notes, due 2027	750,000		750,000
WML 5 1/8% Senior Notes, due 2029	1,000,000		1,000,000
WML 5 5/8% Senior Notes, due 2028	600,000		—

U.S. and Corporate Related:
WRF Credit Facilities (4):
WRF Term Loan, due 2024	950,000		987,500
WRF Revolver, due 2024	816,000		—
WLV 4 1/4% Senior Notes, due 2023	500,000		500,000
WLV 5 1/2% Senior Notes, due 2025	1,780,000		1,780,000
WLV 5 1/4% Senior Notes, due 2027	880,000		880,000
WRF 5 1/8% Senior Notes, due 2029	750,000		750,000
WRF 7 3/4% Senior Notes, due 2025	600,000		—
Retail Term Loan, due 2025 (5)	615,000		615,000
	12,899,047		10,515,272
Less: Unamortized debt issuance costs and original issue discounts and premium, net	(109,457)		(111,413)
	12,789,590		10,403,859
Less: Current portion of long-term debt	(226,618)		(323,876)
Total long-term debt, net of current portion	$	12,562,972	$	10,079,983

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

(2) As of September 30, 2020, approximately $739.2 million and $567.8 million of the Wynn Macau Term Loan bore interest at a rate of LIBOR plus 2.125% per year and HIBOR plus 2.125% per year, respectively. As of September 30, 2020, the weighted average interest rate was approximately 2.42%.

(3) As of September 30, 2020, approximately $427.0 million and $324.1 million of the Wynn Macau Revolver bore interest at a rate of LIBOR plus 2.125% per year and HIBOR plus 2.125% per year, respectively. As of September 30, 2020, the weighted average interest rate was approximately 2.39%. As of September 30, 2020, the Company had no available borrowing capacity under the Wynn Macau Revolver.

(4) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75% per year. As of September 30, 2020, the weighted average interest rate was approximately 1.90%. Additionally, as of September 30, 2020, the available borrowing capacity under the WRF Revolver was $15.9 million, net of $18.1 million in outstanding letters of credit.

(5) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70% per year. As of September 30, 2020, the effective interest rate was 2.70%.

WML Senior Notes Offering

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

On August 26, 2020, WML issued additional $250.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "Additional 2026 Notes," together with the Existing 2026 WML Notes, "2026 WML Notes") pursuant to the 2026 Indenture, and $600.0 million aggregate principal amount of 5 5/8% Senior Notes due 2028 (the "2028 WML Notes," together with the 2026 WML Notes, the “2026 and 2028 WML Notes”) pursuant to an indenture (the "2028 Indenture,” together with

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(unaudited)

the 2026 Indenture, the “2026 and 2028 Indentures”). The Additional 2026 Notes have identical terms, other than the issue date and the issue price, to, rank equally with and form a part of a single class of securities with the Existing 2026 WML Notes.

The 2026 WML Notes will mature on January 15, 2026 and bear interest at the rate of 5 1/2% per annum payable in arrears semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. At any time prior to June 15, 2022, WML may use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2026 WML Notes at a redemption price equal to 105.500% of the aggregate principal amount of the 2026 WML Notes, plus accrued and unpaid interest, if any. At any time prior to June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the 2026 WML Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2026 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a premium decreasing annually from 104.125% of the applicable principal amount to 100.000%, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the 2026 Indenture), it must offer to repurchase the 2026 WML Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, WML may redeem the 2026 WML Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficial owner of the 2026 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2026 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2026 WML Notes.

The 2028 WML Notes will mature on August 26, 2028 and bear interest at the rate of 5 5/8% per annum payable in arrears semi-annually on February 26 and August 26 of each year, beginning on February 26, 2021. At any time prior to August 26, 2023, WML may use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2028 WML Notes at a redemption price equal to 105.625% of the aggregate principal amount of the 2028 WML Notes, plus accrued and unpaid interest, if any. At any time prior to August 26, 2023, WML may redeem the 2028 WML Notes in whole or in part at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the 2028 WML Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2028 Indenture, in either case, plus accrued and unpaid interest.

In addition, on or after August 26, 2023, WML may redeem the 2028 WML Notes in whole or in part at a premium decreasing annually from 102.813% of the applicable principal amount to 100.000%, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the 2028 Indenture), it must offer to repurchase the 2028 WML Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, WML may redeem the 2028 WML Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficial owner of the 2028 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2028 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2028 WML Notes.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which the 2026 and 2028 WML Notes are issued, for a period of 10 consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the 2026 and 2028 WML Notes will have the right to require WML to repurchase all or any part of such holder’s 2026 and 2028 WML Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

The 2026 and 2028 WML Notes are WML’s general unsecured obligations and rank pari passu in right of payment with all of WML’s existing and future senior unsecured indebtedness; will rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s future secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations of WML’s subsidiaries, including WML’s existing credit facilities. The 2026 and 2028 WML Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the 2026 and 2028 WML Notes are subject to restrictions on transferability and resale.

The 2026 and 2028 Indentures contain covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate with another company; transfer or sell all or substantially all of its properties or assets; and

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(unaudited)

lease all or substantially all of its properties or assets. The terms of the 2026 and 2028 Indentures contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2026 and 2028 WML Notes; default in the payment when due of the principal of, or premium, if any, on the 2026 and 2028 WML Notes; failure to comply with any payment obligations relating to the repurchase by WML of the 2026 and 2028 WML Notes upon a change of control; failure to comply with certain covenants in the 2026 and 2028 Indentures; certain defaults on certain other indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2026 and 2028 WML Notes then outstanding will become due and payable immediately without further action or notice.

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. WML used a portion of the proceeds from the 2026 and 2028 WML Notes to pay related fees and expenses totaling $14.2 million, which was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

WRF 7 3/4% Senior Notes, due 2025

On April 14, 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 $600.0 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.

The 2025 WRF Notes will mature on April 15, 2025 and bear interest at the rate of 7 3/4% per annum payable in arrears semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020. The WRF Issuers may redeem some or all of the 2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100% of the aggregate principal amount of the 2025 WRF Notes to be redeemed plus a "make-whole" premium and accrued and unpaid interest. In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35% of the original aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after April 15, 2022, the WRF Issuers may redeem some or all of the 2025 WRF Notes at the redemption prices set forth in the 2025 Indenture plus accrued and unpaid interest. In the event of a change of control triggering event, the WRF Issuers must offer to repurchase the 2025 WRF Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date. The 2025 WRF Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2025 WRF Notes are jointly and severally guaranteed by each of WRF’s existing domestic restricted subsidiaries that guarantee indebtedness under the WRF's senior secured credit facilities and the WRF Issuers' existing 5 1/8% senior notes due 2029, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025 and 2027.

The 2025 Indenture contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or substantially all of the WRF Issuers' assets. These covenants are subject to exceptions and qualifications set forth in the 2025 Indenture.

The 2025 Indenture also contains customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, failure to pay certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2025 Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the 2025 WRF Notes, as applicable, issued under such 2025 Indenture to accelerate the amounts due under the 2025 WRF Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the 2025 WRF Notes.

The 2025 WRF Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The 2025 WRF Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the

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(unaudited)

Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The 2025 WRF Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the WRF 2025 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

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

WRF Credit Agreement Amendment

On April 10, 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") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

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

During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant will be replaced with a minimum liquidity financial covenant that requires WRF and its restricted subsidiaries to maintain liquidity of at least $300.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in the WRF Credit Agreement, and the available borrowing capacity under the WRF Revolver). Following the Financial Covenant Relief Period and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00.

Retail Term Loan Agreement Amendment

On May 5, 2020, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, entered into an amendment (the "Retail Term Loan Agreement Amendment") to its existing retail term loan agreement (the "Retail Term Loan Agreement"). The Retail Term Loan Agreement Amendment amends the Retail Term Loan Agreement to, among other things, temporarily suspend the requirement to maintain certain financial ratios to avoid triggering excess cash sweep provisions from the first quarter of 2020 through the fourth quarter of 2021.

Debt Covenant Compliance

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of September 30, 2020 and December 31, 2019, was approximately $12.34 billion and $10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $12.90 billion and $10.52 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 7 - Stockholders' Equity (Deficit)

Dividends

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

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

During the first, second, and third quarter of 2019, the Company paid cash dividends of $0.75, $1.00, and $1.00 per share, respectively, and recorded $80.7 million, $107.6 million, and $107.3 million, respectively, as a reduction of retained earnings from cash dividends declared.

Noncontrolling Interests

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

On September 16, 2019, WML paid a cash dividend of HK$0.45 per share for a total of $298.0 million. The Company's share of this dividend was $215.1 million with a reduction of $82.9 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

On June 19, 2019, WML paid a cash dividend of HK$0.45 per share for a total of $298.0 million. The Company's share of this dividend was $215.0 million with a reduction of $83.0 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 8 - Fair Value Measurements

The following tables present assets and liabilities carried at fair value (in thousands):


			Fair Value Measurements Using:
	September 30, 2020		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,036,083	$	504,964	$	531,119	—
Restricted cash	$	4,849	$	2,054	$	2,795	—

Liabilities:
Interest rate collar	$	18,127	—		$	18,127	—

			Fair Value Measurements Using:
	December 31, 2019		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,086,402	—		$	1,086,402	—
Restricted cash	$	6,388	$	2,048	$	4,340	—

Liabilities:
Interest rate collar	$	3,847	—		$	3,847	—

Note 9 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

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


	September 30, 2020		December 31, 2019		Increase (decrease)		September 30, 2019		December 31, 2018		Increase (decrease)
Casino outstanding chips and front money deposits (1)	$	836,370	$	769,053	$	67,317	$	907,598	$	905,561	$	2,037
Advance room deposits and ticket sales (2)	28,885		49,834		(20,949)		43,086		42,197		889
Other gaming-related liabilities (3)	6,212		13,970		(7,758)		9,297		12,694		(3,397)
Loyalty program and related liabilities (4)	23,362		21,148		2,214		22,918		18,148		4,770
	$	894,829	$	854,005	$	40,824	$	982,899	$	978,600	$	4,299

(1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year.

(3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 10 - Stock-Based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Casino (1)	$	2,496	$	1,880	$	4,796	$	6,254
Rooms	403		296		1,098		737
Food and beverage	868		372		2,171		1,181
Entertainment, retail and other	102		9		259		115
General and administrative (2)	6,184		7,719		32,177		21,487
Pre-opening	—		—		—		670
Total stock-based compensation expense	10,053		10,276		40,501		30,444
Total stock-based compensation capitalized	659		81		1,362		228
Total stock-based compensation costs	$	10,712	$	10,357	$	41,863	$	30,672

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

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

Note 11 - Income Taxes

The Company recorded an income tax expense of $407.4 million and $19.7 million for the three months ended September 30, 2020 and 2019, respectively, and an income tax expense of $564.1 million and $19.4 million for the nine months ended September 30, 2020 and 2019. 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.

The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. During the third quarter of 2020, the Company concluded it could no longer rely on forecasted future taxable income in assessing a valuation allowance on its deferred tax assets. This conclusion was reached due to cumulative operating losses incurred by the Company and recent tax legislation that reduced future sources of taxable income. As of September 30, 2020, the Company now relies solely on the reversal of net taxable temporary differences in its establishment of a valuation allowance.

Wynn Macau SA received a five year exemption from Macau's 12% Complementary Tax on casino gaming profits through December 31, 2020. Accordingly, for the three months ended September 30, 2019, the Company was exempt from the payment of such taxes totaling $13.4 million. For the nine months ended September 30, 2019, the Company was exempt from the payment of such taxes totaling $56.0 million. For the three and nine months ended September 30, 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

In April 2020, Wynn Macau SA received an extension of the exemption from Macau’s 12% Complementary Tax on casino gaming profits earned from January 1, 2021 to June 26, 2022, the expiration date of the gaming concession agreement.

Note 12 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued. Potentially dilutive securities include outstanding stock options and unvested restricted stock.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited	$	(758,142)	$	(3,496)	$	(1,797,743)	$	195,927

Denominator:
Weighted average common shares outstanding	106,783		106,707		106,720		106,791
Potential dilutive effect of stock options, nonvested, and performance nonvested shares	—		—		—		233
Weighted average common and common equivalent shares outstanding	106,783		106,707		106,720		107,024

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic	$	(7.10)	$	(0.03)	$	(16.85)	$	1.83
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted	$	(7.10)	$	(0.03)	$	(16.85)	$	1.83

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share	1,104		850		1,104		379

Note 13 - Leases

Lessor Arrangements

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Minimum rental income (1)	$	(2,430)	$	33,643	$	57,293	$	100,022
Contingent rental income	15,280		13,589		23,798		40,505
Total rental income	$	12,850	$	47,232	$	81,091	$	140,527

(1) For the three and nine months ended September 30, 2020, reflects the impact of rent concessions provided to tenants.

Note 14 - Commitments and Contingencies

Litigation

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Massachusetts Gaming License Related Actions

On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA the award winner of the Greater Boston (Region A) gaming license (the "Boston area license"). On November 7, 2014, the gaming license became effective.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Revere Action

On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the Boston area license, the International Brotherhood of Electrical Workers, Local 103, and several individuals, filed a complaint against the MGC and its gaming commissioners in Suffolk Superior Court in Boston, Massachusetts (the "Revere Action"). Mohegan Sun ("Mohegan") the other applicant for the Boston area license, joined the lawsuit and challenged the MGC's award of the Boston area license. On December 3, 2015, the court granted the MGC's motion to dismiss the claims asserted in the Revere Action and the court dismissed all claims except Mohegan's claim alleging procedural error by the MGC in granting the license to Wynn MA. The plaintiffs appealed. After multiple appeals and cross appeals, only two claims remained: (1) individual plaintiffs' claim for violation of the open meeting laws; and (2) Mohegan's claim for procedural error. On July 12, 2019, the Suffolk Superior Court granted the MGC's motion for summary judgment and dismissed the open meeting law claim, leaving only Mohegan's procedural claim.

On August 2, 2019, Mohegan filed a motion to file a second amended complaint, to add new claims related to the MGC's allegedly inadequate 2013 investigation. On October 15, 2019, the court granted Mohegan's motion to amend and allowed it to file a second amended intervenor's complaint.

Wynn MA was not named in the Revere Action.

Derivative Litigation

A number of stockholder derivative actions have been filed in state and federal court located in Clark County, Nevada against certain current and former members of the Company's Board of Directors and, in some cases, the Company's current and former officers. Each of the complaints alleges, among other things, breach of fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. On September 19, 2018, the Board established a Special Litigation Committee (the "SLC") to investigate the allegations in the State Derivative Case (as defined below).

The actions filed in the Eighth Judicial District Court of Clark County, Nevada were consolidated as In re Wynn Resorts, Ltd. Derivative Litigation ("State Derivative Case"). On October 26, 2018, the SLC filed a motion to intervene and stay the State Derivative Case pending completion of its investigation, which the court granted.

On June 3, 2019, a separate stockholder derivative action was filed in the Eighth Judicial District Court of Clark County, Nevada alleging substantially similar causes of action as the State Derivative Case with the additional allegation that various of the Company's attorneys committed professional malpractice, and certain current and former executives also breached fiduciary duties and aided and abetted the breach of fiduciary duties, in connection with the alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. On July 26, 2019, the plaintiff voluntarily dismissed Matt Maddox, Stephen A. Wynn, Kimmarie Sinatra, John J. Hagenbuch, Ray R. Irani, Jay L. Johnson, Robert J. Miller, Patricia Mulroy, Clark T. Randt, Jr., Alvin V. Shoemaker, J. Edward Virtue, D. Boone Wayson, and one of the Company's law firms from the action. On September 19, 2019, the court entered an order consolidating this action into the State Derivative Case, and on December 2, 2019, further clarified that this action may not proceed as a separate action apart from the State Derivative Case.

On November 27, 2019, the State Derivative Case parties agreed to terms of a settlement agreement. The court approved the settlement agreement on February 12, 2020, and entered a written order approving the settlement on March 10, 2020. Following dismissal of the only appeal, the settlement agreement has now become effective and final. Following the dismissal, the Company has received net proceeds of $30.2 million, which has been recognized as a reduction of general and administrative expense within the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020.

In 2018, several actions filed in the United States District Court, District of Nevada were consolidated as In re Wynn Resorts, Ltd. Derivative Litigation ("Federal Derivative Case"), which also claim corporate waste and violation of Section 14(a) of the Exchange Act. In June 2018, the Company filed a motion to dismiss and a motion to stay pending resolution of the Securities Action (described below). On March 29, 2019, the Court granted the Company's request for a stay. On March 25, 2020, the parties stipulated to dismiss the Federal Derivative Case given the approved settlement in the State Derivative Case.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Company. On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case. On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case. On April 30, 2020, the Company filed a motion for summary judgment, seeking dismissal of the claims given the approved settlement in the State Derivative Case.

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

Individual Stockholder Actions

A number of stockholders filed individual actions in the Eighth Judicial District Court of Clark County, Nevada against certain current and former members of the Company's Board of Directors and certain of the Company's current and former officers ("Individual Stockholder Actions"). Each of the complaints alleged that defendants, among other things, breached their fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A. Wynn in the workplace causing injury to each of the individual stockholders.

On January 29, 2019, the defendants filed motions to dismiss each of the Individual Stockholder Actions. On December 12, 2019, the district court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019. On July 27, 2020, the Supreme Court issued an order mandating that the district court dismiss the action. As of September 2, 2020, all of the Individual Stockholder Actions have been dismissed.

Securities Action

On February 20, 2018, a putative securities class action was filed against the Company and certain current and former officers of the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V. Ferris and Joann M. Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018. The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs. On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend. On July 1, 2020, the plaintiffs filed an amended complaint. On August 14, 2020, the Company filed a motion to dismiss the amended complaint, which is pending decision from the court.

The defendants in these actions will vigorously defend against the claims pleaded against them. These actions are in preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any.

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The Company received requests for information from the U.S. Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and in the first half of 2020, received two grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions. The Company continues to cooperate with the U.S. Attorney’s Office in its investigation, which remains ongoing. Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, or reasonably estimate the possible loss or range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company.

Note 15 - Retail Joint Venture

As of September 30, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $100.4 million and $90.0 million, respectively, and total liabilities of $635.3 million and $622.4 million, respectively. As of September 30, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $612.2 million and $611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 16 - Segment Information

The Company reviews the results of operations for each of its operating segments, and identifies reportable segments based upon factors such as geography, regulatory environment, and the Company's organizational and management reporting structure. Wynn Macau and Encore, an expansion at Wynn Macau, are managed as a single integrated resort and have been aggregated as one reportable segment ("Wynn Macau"). Wynn Palace is presented as a separate reportable segment and is combined with Wynn Macau for geographical presentation. Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture are managed as a single integrated resort and have been aggregated as one reportable segment ("Las Vegas Operations"). On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts. Encore Boston Harbor is presented as one reportable segment. Other Macau primarily represents the assets for the Company's Macau holding company.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Operating revenues
Macau Operations:
Wynn Palace
Casino	$	12,301	$	497,657	$	208,449	$	1,649,377
Rooms	4,506		44,884		26,647		131,382
Food and beverage	6,856		30,256		24,385		87,691
Entertainment, retail and other (1)	(7,962)		25,374		24,451		85,259
	15,701		598,171		283,932		1,953,709
Wynn Macau
Casino	27,154		408,820		213,758		1,340,266
Rooms	4,938		26,740		23,480		82,071
Food and beverage	5,606		19,584		18,821		60,688
Entertainment, retail and other (1)	13,670		19,137		36,686		61,621
	51,368		474,281		292,745		1,544,646
Total Macau Operations	67,069		1,072,452		576,677		3,498,355

Las Vegas Operations:
Casino	65,694		87,002		161,354		318,439
Rooms	44,961		116,072		163,419		362,715
Food and beverage	55,043		149,708		177,114		438,525
Entertainment, retail and other (1)	20,999		46,724		73,520		145,002
Total Las Vegas Operations	186,697		399,506		575,407		1,264,681

Encore Boston Harbor:
Casino	96,723		114,885		198,513		127,886
Rooms	6,739		18,180		17,694		19,785
Food and beverage	9,081		28,960		29,687		32,845
Entertainment, retail and other (1)	4,143		13,779		11,888		14,088
Total Encore Boston Harbor	116,686		175,804		257,782		194,604

Total operating revenues	$	370,452	$	1,647,762	$	1,409,866	$	4,957,640

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Adjusted Property EBITDA (2)
Macau Operations:
Wynn Palace	$	(77,647)	$	162,167	$	(178,379)	$	551,918
Wynn Macau	(34,457)		138,989		(97,895)		478,751
Total Macau Operations	(112,104)		301,156		(276,274)		1,030,669
Las Vegas Operations	20,258		88,046		(77,383)		333,747
Encore Boston Harbor	25,986		7,744		(40,429)		7,890
Total	(65,860)		396,946		(394,086)		1,372,306
Other operating expenses
Pre-opening	877		1,616		5,614		99,212
Depreciation and amortization	183,486		172,998		541,498		449,824
Property charges and other	9,905		8,216		43,701		17,920
Corporate expenses and other (3)	12,826		26,005		28,034		123,849
Stock-based compensation (4)	10,053		10,276		40,501		29,774
Total other operating expenses	217,147		219,111		659,348		720,579
Operating income (loss)	(283,007)		177,835		(1,053,434)		651,727
Other non-operating income and expenses
Interest income	2,033		6,427		13,969		19,979
Interest expense, net of amounts capitalized	(145,142)		(114,652)		(407,187)		(300,981)
Change in derivatives fair value	4,675		(2,101)		(14,279)		(6,914)
Loss on extinguishment of debt	(3,139)		(12,196)		(4,601)		(12,196)
Other	412		(8,703)		12,980		(3,346)
Total other non-operating income and expenses	(141,161)		(131,225)		(399,118)		(303,458)
Income (loss) before income taxes	(424,168)		46,610		(1,452,552)		348,269
Provision for income taxes	(407,365)		(19,727)		(564,103)		(19,421)
Net income (loss)	(831,533)		26,883		(2,016,655)		328,848
Net (income) loss attributable to noncontrolling interests	73,391		(30,379)		218,912		(132,921)
Net income (loss) attributable to Wynn Resorts, Limited	$	(758,142)	$	(3,496)	$	(1,797,743)	$	195,927

(1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 13, "Leases".

(2) "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 presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDA because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(3) For the nine months ended September 30, 2020, includes a $30.2 million net gain recorded in relation to a derivative litigation settlement. For the nine months ended September 30, 2019, includes a $35.0 million nonrecurring regulatory expense.

(4) Excludes $0.7 million included in pre-opening expenses for the nine months ended September 30, 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	September 30, 2020		December 31, 2019
Assets
Macau Operations:
Wynn Palace	$	3,472,957	$	3,734,210
Wynn Macau	1,405,084		1,656,625
Other Macau	1,657,283		1,023,411
Total Macau Operations	6,535,324		6,414,246
Las Vegas Operations	3,035,885		2,806,972
Encore Boston Harbor	2,335,575		2,456,667
Corporate and other	2,060,332		2,193,396
Total	$	13,967,116	$	13,871,281

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q and the consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2019. Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Special Note Regarding Forward-Looking Statements."

Overview

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. Through our approximately 72% ownership of WML, we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas, which we also refer to as our Las Vegas Operations. On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

Wynn Interactive

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.

Macau Operations

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

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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.

Las Vegas Operations and Encore Boston Harbor

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.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Condensed Consolidated Statements of Operations are presented. These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues. These key operating measures are defined below:

•Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.

•Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.

•Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.

•Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives within our Macau Operations' VIP program.

•Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.

•Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and

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beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.

•Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

•Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Poker tables are not included in our measure of average number of table games.

•Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied.

•Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available.

•Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

Below is a discussion of the methodologies used to calculate win percentages at our resorts.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. We expect our win as a percentage of turnover from these operations to be within the range of 2.7% to 3.0%.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage. The measurements from our VIP and mass market operations are not comparable as the measurement method used in our mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method from our VIP operations tracks the sum of all losing wagers. Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations. As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 18% to 22%.

Results of Operations

Summary of third quarter 2020 results

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

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	Three Months Ended September 30,							Nine Months Ended September 30,
	2020		2019		Increase/ (Decrease)		Percent Change	2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues	$	370,452	$	1,647,762	$	(1,277,310)	(77.5)	$	1,409,866	$	4,957,640	$	(3,547,774)	(71.6)
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
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.

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.

Operating revenues

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


	Three Months Ended September 30,
	2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues
Macau Operations:
Wynn Palace	$	15,701	$	598,171	$	(582,470)	(97.4)
Wynn Macau	51,368		474,281		(422,913)		(89.2)
Total Macau Operations	67,069		1,072,452		(1,005,383)		(93.7)
Las Vegas Operations	186,697		399,506		(212,809)		(53.3)
Encore Boston Harbor	116,686		175,804		(59,118)		(33.6)
	$	370,452	$	1,647,762	$	(1,277,310)	(77.5)

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

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	Three Months Ended September 30,
	2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues
Casino revenues	$	201,872	$	1,108,364	$	(906,492)	(81.8)
Non-casino revenues:
Rooms	61,144		205,876		(144,732)		(70.3)
Food and beverage	76,586		228,508		(151,922)		(66.5)
Entertainment, retail and other	30,850		105,014		(74,164)		(70.6)
Total non-casino revenues	168,580		539,398		(370,818)		(68.7)
	$	370,452	$	1,647,762	$	(1,277,310)	(77.5)

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

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

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	Three Months Ended September 30,
	2020			2019			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues	$	12,301		$	497,657		$	(485,356)	(97.5)
VIP:
Average number of table games	102			108			(6)		(5.6)
VIP turnover	$	311,676		$	10,517,685		$	(10,206,009)	(97.0)
VIP table games win	$	3,244		$	335,277		$	(332,033)	(99.0)
VIP win as a % of turnover	1.04		%	3.19		%	(2.15)
Table games win per unit per day	$	347		$	33,595		$	(33,248)	(99.0)
Mass market:
Average number of table games	223			216			7		3.2
Table drop	$	86,347		$	1,298,827		$	(1,212,480)	(93.4)
Table games win	$	19,015		$	324,177		$	(305,162)	(94.1)
Table games win %	22.0		%	25.0		%	(3.0)
Table games win per unit per day	$	929		$	16,346		$	(15,417)	(94.3)
Average number of slot machines	569			1,087			(518)		(47.7)
Slot machine handle	$	78,580		$	973,676		$	(895,096)	(91.9)
Slot machine win	$	3,995		$	47,289		$	(43,294)	(91.6)
Slot machine win per unit per day	$	76		$	473		$	(397)	(83.9)
Wynn Macau:
Total casino revenues	$	27,154		$	408,820		$	(381,666)	(93.4)
VIP:
Average number of table games	91			104			(13)		(12.5)
VIP turnover	$	498,519		$	8,024,990		$	(7,526,471)	(93.8)
VIP table games win	$	19,679		$	221,097		$	(201,418)	(91.1)
VIP win as a % of turnover	3.95		%	2.76		%	1.19
Table games win per unit per day	$	2,351		$	23,036		$	(20,685)	(89.8)
Mass market:
Average number of table games	240			205			35		17.1
Table drop	$	133,006		$	1,319,405		$	(1,186,399)	(89.9)
Table games win	$	24,898		$	272,511		$	(247,613)	(90.9)
Table games win %	18.7		%	20.7		%	(2.0)
Table games win per unit per day	$	1,128		$	14,440		$	(13,312)	(92.2)
Average number of slot machines	472			786			(314)		(39.9)
Slot machine handle	$	87,988		$	999,985		$	(911,997)	(91.2)
Slot machine win	$	3,072		$	46,981		$	(43,909)	(93.5)
Slot machine win per unit per day	$	71		$	649		$	(578)	(89.1)
Poker rake	$	—		$	4,703		$	(4,703)	(100.0)

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	Three Months Ended September 30,
	2020			2019			Increase/ (Decrease)		Percent Change
Las Vegas Operations:
Total casino revenues	$	65,694		$	87,002		$	(21,308)	(24.5)
Average number of table games	223			237			(14)		(5.9)
Table drop	$	324,939		$	430,837		$	(105,898)	(24.6)
Table games win	$	65,611		$	85,738		$	(20,127)	(23.5)
Table games win %	20.2		%	19.9		%	0.3
Table games win per unit per day	$	3,191		$	3,927		$	(736)	(18.7)
Average number of slot machines	1,738			1,783			(45)		(2.5)
Slot machine handle	$	739,291		$	883,931		$	(144,640)	(16.4)
Slot machine win	$	48,267		$	58,176		$	(9,909)	(17.0)
Slot machine win per unit per day	$	302		$	355		$	(53)	(14.9)
Poker rake	$	10		$	2,977		$	(2,967)	(99.7)
Encore Boston Harbor:
Total casino revenues	$	96,723		$	114,885		$	(18,162)	(15.8)
Average number of table games	186			145			41		28.3
Table drop	217,797			$	379,626		$	(161,829)	(42.6)
Table games win	$	47,528		$	74,882		$	(27,354)	(36.5)
Table games win %	21.8		%	19.7		%	2.1
Table games win per unit per day	$	3,079		$	5,631		$	(2,552)	(45.3)
Average number of slot machines	1,877			3,101			(1,224)		(39.5)
Slot machine handle	813,435			$	892,706		$	(79,271)	(8.9)
Slot machine win	$	63,458		$	62,381		$	1,077	1.7
Slot machine win per unit per day	$	407		$	219		$	188	85.8
Poker rake	$	—		$	5,984		$	(5,984)	(100.0)

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Non-casino revenues

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


	Three Months Ended September 30,
	2020			2019			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)	$	4,506		$	44,884		$	(40,378)	(90.0)
Occupancy	11.6		%	97.2		%	(85.6)
ADR	$	225		$	273		$	(48)	(17.6)
REVPAR	$	26		$	265		$	(239)	(90.2)
Wynn Macau:
Total room revenues (dollars in thousands)	$	4,938		$	26,740		$	(21,802)	(81.5)
Occupancy	16.6		%	99.4		%	(82.8)
ADR	$	291		$	283		$	8	2.8
REVPAR	$	48		$	281		$	(233)	(82.9)
Las Vegas Operations:
Total room revenues (dollars in thousands)	$	44,961		$	116,072		$	(71,111)	(61.3)
Occupancy	39.2		%	87.9		%	(48.7)
ADR	$	269		$	306		$	(37)	(12.1)
REVPAR	$	105		$	269		$	(164)	(61.0)
Encore Boston Harbor (1):
Total room revenues (dollars in thousands)	$	6,739		$	18,180		$	(11,441)	(62.9)
Occupancy	72.7		%	69.6		%	3.1
ADR	$	294		$	465		$	(171)	(36.8)
REVPAR	$	214		$	324		$	(110)	(34.0)

(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.

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Operating expenses

The table below presents operating expenses (in thousands):


	Three Months Ended September 30,
	2020		2019		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	160,861	$	722,692	$	(561,831)	(77.7)
Rooms	35,940		75,188		(39,248)		(52.2)
Food and beverage	76,536		196,661		(120,125)		(61.1)
Entertainment, retail and other	13,370		42,078		(28,708)		(68.2)
General and administrative	160,896		246,442		(85,546)		(34.7)
Provision for credit losses	11,588		4,036		7,552		187.1
Pre-opening	877		1,616		(739)		(45.7)
Depreciation and amortization	183,486		172,998		10,488		6.1
Property charges and other	9,905		8,216		1,689		20.6
Total operating expenses	$	653,459	$	1,469,927	$	(816,468)	(55.5)

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.

Casino expenses decreased $301.0 million, $221.2 million, $17.2 million, and $22.3 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.

Food and beverage expenses decreased $71.9 million, $17.4 million, $9.1 million, and $21.8 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. 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.

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. 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.

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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 September 30,
		2020			2019			Increase/ (Decrease)		Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium		$	145,142		$	117,960		$	27,182	23.0
Capitalized interest		—			(3,308)			(3,308)		(100.0)
		$	145,142		$	114,652		$	30,490	26.6

Weighted average total debt balance		$	13,110,457		$	9,261,889
Weighted average interest rate		4.42		%	5.08		%

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

Income taxes

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. The 2019 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.

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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.

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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 Change
Macau Operations:
Wynn Palace:
Total casino revenues	$	208,449		$	1,649,377		$	(1,440,928)	(87.4)
VIP:
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)
Mass market:
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)
Wynn Macau:
Total casino revenues	$	213,758		$	1,340,266		$	(1,126,508)	(84.1)
VIP:
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)
Mass market:
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)

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	Nine Months Ended September 30,
	2020			2019			Increase/(Decrease)		Percent Change
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.

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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:
Wynn Palace:
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)
Wynn Macau:
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.

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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.

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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.

Income taxes

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.

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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.

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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 presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDA because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. 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
Wynn Palace	$	(77,647)	$	162,167	$	(239,814)	(147.9)	$	(178,379)	$	551,918	$	(730,297)	(132.3)
Wynn Macau	(34,457)		138,989		(173,446)		(124.8)	(97,895)		478,751		(576,646)		(120.4)
Las Vegas Operations	20,258		88,046		(67,788)		(77.0)	(77,383)		333,747		(411,130)		(123.2)
Encore Boston Harbor (1)	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.

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 due 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 due 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 Operations 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.

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

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Liquidity and Capital Resources

Our cash flows were as follows (in thousands):


	Nine Months Ended September 30,
Cash Flows - Summary	2020		2019
Net cash (used in) provided by operating activities	$	(781,079)	$	779,885
Net cash used in investing activities:
Capital expenditures, net of construction payables and retention	(261,093)		(878,335)
Purchase of intangible and other assets	—		(6,000)
Proceeds from sale of assets and other	3,733		592
Net cash used in investing activities	(257,360)		(883,743)

Net cash provided by (used in) financing activities:
Proceeds from issuance of long-term debt	3,919,377		2,549,072
Repayments of long-term debt	(1,540,609)		(2,443,367)
Repurchase of common stock	(9,537)		(65,705)
Finance lease payment	(2,194)		(36)
Proceeds from exercise of stock options	70		14,696
Dividends paid	(108,282)		(460,139)
Distribution to noncontrolling interest	(1,996)		(3,725)
Payments for financing costs	(20,350)		(22,359)
Net cash provided by (used) in financing activities	2,236,479		(431,563)

Effect of exchange rate on cash, cash equivalents and restricted cash	3,412		(1,610)
Increase (decrease) in cash, cash equivalents and restricted cash	$	1,201,452	$	(537,031)

Operating Activities

Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of premium international customers who gamble on credit. The ability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted on a cash and credit basis. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the 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.

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. We will be

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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.

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. In addition, we used cash of $460.1 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. 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):


	Total Cash and Cash Equivalents		Revolver Borrowing Capacity
Wynn Resorts (Macau) S.A. and subsidiaries	$	633,388	$	—
Wynn Macau, Limited and subsidiaries (1)	1,647,826		—
Wynn Resorts Finance, LLC (2)	391,807		15,950
Wynn Resorts, Limited and other	881,874		—
Total cash and cash equivalents	$	3,554,895	$	15,950

(1) Excluding Wynn Resorts (Macau) S.A. and subsidiaries.

(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Resorts (Macau) S.A. and subsidiaries. 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.

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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 September 30, 2020.

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 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. 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 par. 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. taxes in the year of repatriation.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, 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.

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.

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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.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty 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 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.

Other Factors Affecting Liquidity

We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 14, "Commitments and Contingencies."

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.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we engage in any derivatives except for an interest rate collar associated with our Retail Term Loan. 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.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes to these policies for the nine months ended September 30, 2020.

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

See related disclosure in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 2, "Basis of Presentation and Significant Accounting Policies."

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. 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;

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

•pending or future claims and legal proceedings, regulatory or enforcement actions or probity investigations;

•our ability to maintain our gaming licenses and concessions;

•our dependence on key employees;

•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;

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

•our relationships with Macau gaming promoters;

•our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries' ability to pay us dividends and distributions;

•competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;

•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);

•construction risks (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems; shortages of materials or skilled labor; environment, health and safety issues; and unanticipated cost increases);

•legalization and growth of gaming in other jurisdictions;

•any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;

•adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities;

•changes in gaming laws or regulations;

•changes in federal, foreign, or state tax laws or the administration of such laws;

•continued compliance with all provisions in our debt agreements;

•conditions precedent to funding under our credit facilities;

•leverage and debt service (including sensitivity to fluctuations in interest rates);

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•cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors;

•our ability to protect our intellectual property rights; and

•our current and future insurance coverage levels.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Interest Rate Risks

One of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, supplemented by hedging activities as believed by us to be appropriate. We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of operations.

Interest Rate Sensitivity

As of September 30, 2020, approximately 66% of our long-term debt was based on fixed rates. Based on our borrowings as of September 30, 2020, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by $39.2 million.

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, the Company entered into a five year interest rate collar with a notional value of $615.0 million. The interest rate collar establishes a range whereby the Company will pay the counterparty if one-month LIBOR falls below the established floor rate of 1.00%, and the counterparty will pay the Company if one-month LIBOR exceeds the ceiling rate of 3.75%.

Foreign Currency Risks

We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of our Wynn Macau, Limited debt is denominated in U.S. dollars. Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong dollar in relation to the U.S. dollar could have materially adverse effects on our results, financial condition and ability to service debt. Based on our balances as of September 30, 2020, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of $31.0 million.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company's CEO and CFO have concluded that, as of the period covered by this report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigation inherently involves significant costs. For information regarding the Company's legal proceedings see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 14, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

A description of our risk factors can be found in Item 1A, Part I of our Annual Report on Form 10-K for the year ended December 31, 2019. There were no material changes to those risk factors during the nine months ended September 30, 2020 other than the risk factor described below:

The outbreak of the novel coronavirus COVID-19 ("COVID-19") has had and will likely continue to have an adverse effect on our business, operations, financial condition and operating results, and the ability of our subsidiaries to pay dividends and distributions.

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified and it has since spread around the world including the United States. Currently, there are no fully effective vaccines or treatments and there can be no assurance that an effective vaccine or treatment will be developed. The spread of COVID-19 and the recent developments surrounding the global pandemic are currently having negative impacts on all aspects of our business.

The current, and uncertain future, impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel (including to and from our properties), is expected to continue to affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows and liquidity.

The U.S. government has put in place restrictions on travel to the United States from Europe and Asia, and could expand the restrictions. A significant portion of our business in the United States relies on the willingness and ability of premium international customers to travel to the United States. As such, our Las Vegas Operations and operations at Encore Boston Harbor have been and may continue to be adversely impacted.

Furthermore, in response to and as part of a continuing effort to reduce the spread of COVID-19, we temporarily closed all operations at Wynn Las Vegas and at Encore Boston Harbor, and they remained closed until authorized to re-open under U.S. and state government directives, on June 4, 2020 and July 10, 2020, respectively. Since reopening, we have implemented certain COVID-19 specific protective measures at each location, such as limiting the number of seats per table game, slot machine spacing, temperature checks, and mask protection. At Encore Boston Harbor, since reopening, certain food and beverage outlets remain closed and hotel reservations were limited to Thursday through Sunday through the third quarter of 2020. 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. 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. In addition, we have been, and will continue to be further, negatively impacted by developments related to COVID-19, including heightened governmental regulations and travel advisories, including recommendations by the U.S. Department of State and the Centers for Disease Control and Prevention, and travel bans and restrictions, each of which has impacted, and is expected to continue to significantly impact, the casino resort industry.

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. On March 20, 2020, our casinos’ operations were fully restored; however certain COVID-19 specific protective measures, such as various 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 significantly decreased since the outbreak of COVID-19, driven by the pandemic’s strong deterrent effect on travel and social activities, the Chinese government’s suspension in late January 2020 of many of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, various quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, Hong Kong, Taiwan, and mainland China, and the suspension of ferry services to Macau from Hong Kong and mainland China and other modes of transportation within Macau. Regionally, bans on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macau residents, PRC citizens, Hong Kong residents and Taiwan residents attempting to enter Macau are drastically impacting

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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 and testing 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 ("IVS") 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. We are currently unable to determine when remaining restrictions and requirements will be further eased, and lifted or eased measures may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau.

Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated. For instance, a confirmed COVID-19 case being found in the casinos in the future could result in all casino operations in Macau, including those of Wynn Palace and Wynn Macau, being suspended by the Macau government.

We cannot predict the effects of the conditions upon which we have been permitted by governmental authorities to reopen our operations. Moreover, even once travel advisories and restrictions are lifted, demand for casino resorts may remain weak for a significant length of time and we cannot predict if and when our properties will return to pre-outbreak demand or pricing. In particular, consumer behavior related to discretionary spending and traveling, including demand for casino resorts, may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of the COVID-19 pandemic. In addition, we cannot predict the impact that the COVID-19 pandemic will have on our partners, such as tenants, travel agencies, suppliers and other vendors. We may be adversely impacted as a result of the adverse impact that our partners suffer.

As a result of all of the foregoing, we may be required to raise additional capital in the future and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing will be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 could cause a global recession or depression, which would have a further adverse impact on our financial condition and operations. Current economic forecasts for significant increases in unemployment in the U.S. and other regions due to the adoption of social distancing and other policies to slow the spread of the virus is likely to have a negative impact on demand for casino resorts, and these impacts could exist for an extensive period of time.

The extent of the effects of the outbreak on our business and the casino resort industry at large is highly uncertain and will ultimately depend on future developments, including, but not limited to, the duration and severity of the pandemic, the length of time it takes for demand and pricing to return and normal economic and operating conditions to resume.

The COVID-19 pandemic has had and will continue to have an adverse effect on our results of operations and the ability of our subsidiaries to pay dividends and distributions. 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 our 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 eased and the resulting impact on our business and operations.

To the extent the COVID-19 pandemic adversely affects our business, operations, financial condition and operating results, it may also have the effect of heightening many of the other risks related to our business, including, but not limited to, those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases in satisfaction of tax withholding obligations on vested restricted stock during the quarter ended September 30, 2020:


For the Month Ended	Number of Shares Repurchased	Weighted Average Price Paid Per Share		Approximate Dollar Value of Repurchased Shares (in thousands)
July 31, 2020	12,220	$	71.48	$	873,480
August 31, 2020	1,189	$	76.63	$	91,114
September 30, 2020	1,612	$	83.05	$	133,879

None of the foregoing repurchases that occurred during the three months ended September 30, 2020 were part of the Company's publicly announced repurchase program. As of September 30, 2020, we had $800.1 million in repurchase authority under the program.

Item 5. Other Information

None.

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Item 6. Exhibits

(a)Exhibits


Exhibit No.						Description
3.1						Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.).
3.2						Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2020.).
*4.1						Indenture, dated as of August 26 , 2020, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 202 8 .
*31.1						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*31.2						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*32						Certification of CEO and CFO Pursuant to 19 U.S.C. Section 1350.
101						The following material from Wynn Resorts, Limited's Quarterly Report on Form 10-Q, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019; (iv) the Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2020 and 2019; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019; and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

Wynn Resorts, Limited agrees to furnish to the U.S. Securities and Exchange Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the company.

* Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WYNN RESORTS, LIMITED

Dated: November 6, 2020

By:

/s/ Craig S. Billings

Craig S. Billings

President and Chief Financial Officer

(Principal Financial and Accounting Officer)