SECURITIES AND EXCHANGE COMMISSION

For the quarterly period ended ~~March 31,~~September 30, 2019

(State or other jurisdiction of

incorporation or organization)

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

(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 x☒ 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 x☒ 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.

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 x☒

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 ~~April 30,~~October 31, 2019
Common stock, ~~$0.01~~ par value $0.01		~~107,661,737~~107,354,606

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

(in thousands, except share data)

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

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 —
—
—
—
—
104,872
104,872
54,859
159,731
Currency translation adjustment —
—
—
—
(641 ) —
(641 ) (247 ) (888 )
Exercise of stock options 77,690
1
—
4,063
—
—
4,064
—
4,064
Issuance of restricted stock 396,596
4
—
14,344
—
—
14,348
785
15,133
Cancellation of restricted stock (1,045 ) —
—
—
—
—
—
—
—
Shares repurchased by the Company and held as treasury shares (44,818 ) —
(5,401 ) —
—
—
(5,401 ) —
(5,401 )
Cash dividends declared —
—
—
—
—
(80,685 ) (80,685 ) 17
(80,668 )
Stock-based compensation —
—
—
7,540
—
—
7,540
943
8,483
Balances, March 31, 2019 107,660,449
$ 1,226
$ (1,349,413 ) $ 2,483,026
$ (2,591 ) $ 945,972
$ 2,078,220
$ (162,977 ) $ 1,915,243



	For the Three Months Ended September 30, 2018
	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, 2018	108,642,371		$	1,220		$	(1,184,967	)	$	2,435,720		$	(1,938	)	$	462,950		$	1,712,985		$	106,610		$	1,819,595
Net income	—		—			—			—			—			156,115			156,115			63,657			219,772
Currency translation adjustment	—		—			—			—			(126		)	—			(126		)	(49		)	(175		)
Change in net unrealized loss on investment securities	—		—			—			—			(19		)	—			(19		)	—			(19		)
Exercise of stock options	126,190		1			—			9,740			—			—			9,741			—			9,741
Issuance of common stock	—		—			—			27			—			—			27			—			27
Issuance of restricted stock	38,695		1			—			(1		)	—			—			—			—			—
Cancellation of restricted stock	(60,714	)	(1		)	—			—			—			—			(1		)	—			(1		)
Shares repurchased by the Company and held as treasury shares	(15,460	)	—			(2,306		)	—			—			—			(2,306		)	—			(2,306		)
Cash dividends declared	—		—			—			—			—			(81,294		)	(81,294		)	(138,258		)	(219,552		)
Distribution to noncontrolling interest	—		—			—			—			—			—			—			(297,261		)	(297,261		)
Stock-based compensation	—		—			—			9,871			—			—			9,871			591			10,462
Balances, September 30, 2018	108,731,082		$	1,221		$	(1,187,273	)	$	2,455,357		$	(2,083	)	$	537,771		$	1,804,993		$	(264,710	)	$	1,540,283

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

Three Months Ended March 31,
2019 2018
Cash flows from operating activities:
Net income (loss) $ 159,731
$ (137,478 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 136,557
136,357
Deferred income taxes (76 ) (110,173 )
Stock-based compensation expense 10,338
7,304
Amortization of debt issuance costs 7,594
9,361
Loss on extinguishment of debt —
2,166
Provision for doubtful accounts 5,422
691
Change in derivatives fair value 1,509
—
Change in Redemption Note fair value —
69,331
Property charges and other 9,133
16,613
Increase (decrease) in cash from changes in:
Receivables, net 11,088
(5,169 )
Inventories, prepaid expenses and other (13,939 ) (7,492 )
Customer deposits (37,398 ) (9,134 )
Accounts payable and accrued expenses (26,101 ) (26,023 )
Net cash provided by (used in) operating activities 263,858
(53,646 )
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention (310,279 ) (514,536 )
Purchase of intangible and other assets (1,000 ) (32,040 )
Proceeds from the sale or maturity of investment securities —
227,668
Purchase of investment securities —
(89,298 )
Proceeds from sale of assets 404
93
Net cash used in investing activities (310,875 ) (408,113 )
Cash flows from financing activities:
Proceeds from issuance of long-term debt 250,000
1,673,605
Repayments of long-term debt (500,503 ) (1,977,045 )
Proceeds from note receivable from sale of ownership interest in subsidiary —
75,000
Repurchase of common stock (5,401 ) (499 )
Proceeds from exercise of stock options 4,064
4,828
Dividends paid (80,773 ) (51,456 )
Payments for financing costs (10,496 ) (31,680 )
Net cash used in financing activities (343,109 ) (307,247 )
Effect of exchange rate on cash, cash equivalents and restricted cash (2,404 ) (3,949 )
Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash (392,530 ) (772,955 )
Balance, beginning of period 2,219,323
2,806,634
Balance, end of period $ 1,826,793
$ 2,033,679

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized $ 71,343
$ 111,618
Capitalized stock-based compensation $ 64
$ —
Accounts and construction payables related to property and equipment $ 226,829
$ 179,037
Dividends payable on unvested restricted stock included in other accrued liabilities $ 3,495
$ 2,455
Dividends payable to noncontrolling interests $ —
$ 138,337



	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



	For the Nine Months Ended September 30, 2018
	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, 2018	103,005,866		$	1,164		$	(1,184,468	)	$	1,497,928	$	(1,845	)	$	635,067		$	947,846		$	130,504		$	1,078,350
Cumulative effect, change in accounting for credit risk, net of tax of $2,735	—		—			—			—		(9,211		)	9,211			—			—			—
Net income	—		—			—			—		—			107,564			107,564			180,010			287,574
Currency translation adjustment	—		—			—			—		(1,530		)	—			(1,530		)	(591		)	(2,121		)
Change in net unrealized loss on investment securities	—		—			—			—		1,292			—			1,292			—			1,292
Redemption Note settlement	—		—			—			—		9,211			—			9,211			—			9,211
Exercise of stock options	238,780		2			—			19,805		—			—			19,807			506			20,313
Issuance of common stock	5,300,000		53			—			915,187		—			—			915,240			—			915,240
Issuance of restricted stock	280,834		3			—			1,295		—			—			1,298			501			1,799
Cancellation of restricted stock	(75,908	)	(1		)	—			1		—			—			—			—			—
Shares repurchased by the Company and held as treasury shares	(18,490	)	—			(2,805		)	—		—			—			(2,805		)	—			(2,805		)
Cash dividends declared	—		—			—			—		—			(214,071		)	(214,071		)	(276,583		)	(490,654		)
Distribution to noncontrolling interest	—		—			—			—		—			—			—			(301,113		)	(301,113		)
Stock-based compensation	—		—			—			21,141		—			—			21,141			2,056			23,197
Balances, September 30, 2018	108,731,082		$	1,221		$	(1,187,273	)	$	2,455,357	$	(2,083	)	$	537,771		$	1,804,993		$	(264,710	)	$	1,540,283

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



	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	328,848		$	287,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	449,824			411,685
Deferred income taxes	16,838			(123,516		)
Stock-based compensation expense	30,444			28,762
Amortization of debt issuance costs	22,171			25,241
Loss on extinguishment of debt	12,196			2,364
Provision for doubtful accounts	13,039			2,586
Change in derivatives fair value	6,914			54
Change in Redemption Note fair value	—			69,331
Property charges and other	21,238			30,464
Increase (decrease) in cash from changes in:
Receivables, net	(23,046		)	(11,038		)
Inventories, prepaid expenses and other	(17,380		)	1,145
Customer deposits	2,355			(212,459		)
Accounts payable and accrued expenses	(83,556		)	(14,304		)
Net cash provided by operating activities	779,885			497,889
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(878,335		)	(1,154,255		)
Purchase of intangible and other assets	(6,000		)	(102,388		)
Proceeds from the sale or maturity of investment securities	—			359,461
Purchase of investment securities	—			(34,098		)
Proceeds from sale of assets	592			2,387
Net cash used in investing activities	(883,743		)	(928,893		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	2,549,072			2,288,605
Repayments of long-term debt	(2,443,367		)	(3,030,526		)
Proceeds from note receivable from sale of ownership interest in subsidiary	—			75,000
Proceeds from issuance of common stock, net of issuance costs	—			915,187
Repurchase of common stock	(65,705		)	(2,805		)
Finance lease payment	(36		)	—
Proceeds from exercise of stock options	14,696			20,313
Dividends paid	(460,139		)	(350,694		)
Distribution to noncontrolling interest	(3,725		)	(301,113		)
Payments to acquire derivatives	—			(3,900		)
Payments for financing costs	(22,359		)	(33,787		)
Net cash used in financing activities	(431,563		)	(423,720		)
Effect of exchange rate on cash, cash equivalents and restricted cash	(1,610		)	1,090
Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash	(537,031		)	(853,634		)
Balance, beginning of period	2,219,323			2,806,634
Balance, end of period	$	1,682,292		$	1,953,000

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	265,873		$	276,989
Capitalized stock-based compensation	$	228		$	6
Liability settled with shares of common stock	$	15,134		$	1,800
Accounts and construction payables related to property and equipment	$	202,375		$	174,530
Other liabilities related to intangible assets	$	13,463		$	—
Financing costs included in accounts payable and other liabilities	$	2,093		$	—
Dividends payable on unvested restricted stock included in other accrued liabilities	$	6,306		$	3,164
Dividends payable to noncontrolling interests	$	—		$	138,816

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

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(unaudited)

Note 1 - Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company") is a designer, developer, owner and operator of destination casino resorts. 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.

~~Development Projects~~

~~The~~ On June 23, 2019, the Company ~~is currently constructing~~opened Encore Boston Harbor, an integrated ~~casino~~ resort in Everett, ~~Massachusetts, adjacent~~Massachusetts.

On September 20, 2019, and concurrently with the Refinancing Transactions (as defined and discussed in Note 6, "Long-Term Debt"), Wynn Resorts contributed all of its equity interests in Wynn Group Asia, Inc. ("Wynn Asia") to ~~Boston along the Mystic River. The resort will contain~~Wynn Resorts Finance, LLC, which was formerly known as Wynn America, LLC ("WRF"), making Wynn Asia a ~~hotel,~~wholly owned subsidiary of WRF. WRF is an indirect wholly owned subsidiary of Wynn Resorts. Wynn Asia is a ~~waterfront boardwalk, meeting and convention space, casino space, a spa, retail offerings, and food and beverage outlets. The Company expects to open Encore Boston Harbor~~holding company that holds Wynn Resorts' approximately 72% controlling interest in ~~mid-2019.~~WML.

Development Projects

The Company is currently constructing an approximately 430,000 square foot meeting and convention facility at Wynn Las ~~Vegas~~Vegas. The facility will feature approximately 217,000 square feet of state-of-the-art meeting and ~~has begun construction activities in connection with the reconfiguration of the Wynn Las Vegas golf course, which the Company closed in the fourth quarter of 2017.~~convention space available for group reservations. The Company expects to ~~reopen the golf course in the fourth quarter of 2019 and~~ open the additional meeting and convention facility in the first quarter of 2020. The Company opened the newly reconfigured Wynn Las Vegas golf course on October 11, 2019.

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 ~~March 31,~~September 30, 2019 are not necessarily indicative of results to be expected for the full fiscal year. These ~~condensed consolidated financial statements~~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, 2018.

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 ("~~VIE"~~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.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

~~Investment Securities~~

Investment securities consist of domestic and foreign short-term and long-term investments in corporate bonds, commercial paper, and U.S. government agency bonds reported at fair value, with unrealized gains and losses, net of tax, reported in other comprehensive income (loss). As of March 31, 2018, investment securities consisted of domestic and foreign corporate bonds with an amortized cost and fair value of $129.7 million. As of March 31, 2019, the Company had no investment securities.

The Company assesses for indicators of other-than-temporary impairment on a quarterly basis. The Company determines whether (i) it does not have the intent to sell any of these investments, and (ii) it will not likely be required to sell these investments prior to the recovery of the amortized cost. During the three months ended March 31, 2018, the Company determined it had an other-than-temporary impairment and recorded a loss of $1.7 million.

The Company is the lessee under non-cancelable real estate and equipment leases. Beginning on January 1, 2019 (the date of the Company's adoption of Topic 842, as defined and discussed further in "Recently Adopted Accounting Standards"), operating lease assets and liabilities are measured and recorded upon lease commencement at the present value of the future minimum lease payments. The Company combines lease and nonlease components in its determination of minimum lease payments, except for certain asset classes that have significant nonlease components. As the interest rate implicit in its leases is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of lease payments. The Company does not record an asset or liability for operating leases with a term of less than one year. Variable lease costs generally arise from changes in an index, such as the consumer price index. Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities. Prior to the adoption of Topic 842 on January 1, 2019, the Company did not record an asset or liability for any of its operating leases.

The Company is the lessor under non-cancelable operating leases for retail and food and beverage outlet space at its integrated resorts, which represents approximately ~~99,000, 58,000,~~101,000, 59,000, 142,000, and ~~142,000~~36,000 square feet of space at Wynn Palace, Wynn Macau, ~~and~~ Wynn Las Vegas, and Encore Boston Harbor, respectively. The lease arrangements generally include minimum base rent and contingent rental clauses based on a percentage of net sales. Generally, the terms of the leases range between five and 10 years. The Company records revenue on a straight-line basis over the term of the lease, and recognizes revenue for contingent rentals when the contingency has been resolved. The Company has elected to combine lease and nonlease components for the purpose of measuring lease revenue. Revenue is recorded in entertainment, retail and other revenue on the Condensed Consolidated Statements of Operations.

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 ~~$589.0~~$543.9 million and ~~$610.0~~$638.4 million for the three months ended ~~March 31,~~September 30, 2019 and 2018, and $1.69 billion and $1.81 billion for the nine months ended September 30, 2019 and 2018, respectively.

Pre-opening expenses

Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and are expensed as incurred. During the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, the Company incurred pre-opening expenses primarily in connection with the development of Encore Boston Harbor.

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases ("Topic 842"), which requires recognition of lease assets and liabilities on the balance sheet and disclosure of additional information about leasing activities. The Company adopted this standard using a modified retrospective transition approach with an initial application date of January 1, 2019. As a result, prior periods were not retrospectively adjusted and are not comparable to current periods. The Company elected the practical expedient permitting lessees to carry forward historical lease classifications for existing arrangements. The following is a summary of the significant impacts on the Company's balance sheet as of January 1, 2019:

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As the Company elected to carry forward historical lease classifications, an arrangement concluded to contain a capital lease under the previous standard was deemed a finance lease under Topic 842, with no resultant change in accounting other than the reclassification of associated initial direct costs from other assets to property and equipment, net. There was no impact on the Company's operating income, net income or cash flows as a result of adopting Topic 842.

Accounting Standards Issued But Not Yet Adopted

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 will be 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 new guidance will be effective for the Company beginning January 1, 2020. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently assessing the impact that the adoption of the new guidance will have on its Consolidated Financial Statements, ~~and related disclosures.~~but does not expect that it will have a material impact.

Note 3 - Cash, Cash Equivalents and Restricted Cash

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



	September 30, 2019		December 31, 2018
Cash and cash equivalents:
Cash (1)	$	1,191,948	$	1,455,744
Cash equivalents (2)	484,162		759,257
Total cash and cash equivalents	1,676,110		2,215,001
Restricted cash (3)	6,182		4,322
Total cash, cash equivalents and restricted cash	$	1,682,292	$	2,219,323

March 31,
2019 December 31,
2018
Cash and cash equivalents:
   Cash (1)
$ 1,310,594
$ 1,455,744
   Cash equivalents (2)
512,297
759,257
     Total cash and cash equivalents 1,822,891
2,215,001
Restricted cash (3)
3,902
4,322
Total cash, cash equivalents and restricted cash $ 1,826,793
$ 2,219,323

(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 ~~an obligation~~obligations and cash held in a trust in accordance with WML's share award plan.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Note 4 - Receivables, net

~~Receivables, net~~

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



	September 30, 2019			December 31, 2018
Casino	$	239,813		$	229,594
Hotel	21,272			22,086
Other	58,407			57,658
	319,492			309,338
Less: allowance for doubtful accounts	(32,881		)	(32,694		)
	$	286,611		$	276,644

March 31,
2019 December 31,
2018
Casino $ 214,302
$ 229,594
Hotel 23,402
22,086
Other 57,194
57,658
294,898
309,338
Less: allowance for doubtful accounts (35,094 ) (32,694 )
$ 259,804
$ 276,644

As of ~~March 31,~~September 30, 2019 and December 31, 2018, approximately ~~86.1%~~80.2% and 85.0%, 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 ~~these~~the countries in which our customers reside could affect the collectability of such receivables.

Note 5 - Property and Equipment, net

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



	September 30, 2019			December 31, 2018
Buildings and improvements	$	9,288,609		$	7,707,467
Land and improvements	1,225,849			1,141,032
Furniture, fixtures and equipment	2,923,900			2,288,370
Leasehold interests in land	—			313,516
Airplanes	110,623			110,623
Construction in progress	445,098			1,912,801
	13,994,079			13,473,809
Less: accumulated depreciation	(4,372,811		)	(4,087,889		)
	$	9,621,268		$	9,385,920

March 31,
2019 December 31,
2018
Buildings and improvements $ 7,706,597
$ 7,707,467
Land and improvements 1,150,606
1,141,032
Furniture, fixtures and equipment 2,308,063
2,288,370
Leasehold interests in land —
313,516
Airplanes 110,623
110,623
Construction in progress 2,189,446
1,912,801
13,465,335

13,473,809
Less: accumulated depreciation (4,103,423 ) (4,087,889 )
$ 9,361,912

$ 9,385,920

As of ~~March 31,~~September 30, 2019, construction in progress consisted primarily of costs capitalized, including interest, for the construction of the additional meeting and convention space at Wynn Las Vegas. As of December 31, 2018, construction in progress consisted primarily of costs capitalized, including interest, for the construction of Encore Boston Harbor. On June 23, 2019, Encore Boston Harbor opened and its associated construction in progress balance was placed into service.

The Company capitalized interest of ~~$22.7 million and $8.8~~$3.3 million for the three months ended ~~March 31,~~September 30, 2019, primarily in connection with the construction of the additional meeting and convention space at Wynn Las Vegas. The Company capitalized interest of $16.2 million for the three months ended September 30, 2018, and $50.2 million and $37.7 million for the nine months ended September 30, 2019 and 2018, respectively, primarily in connection with the construction of Encore Boston Harbor.

Beginning January 1, 2019, leasehold interests in land, net of related accumulated amortization were reclassified to operating lease assets with the adoption of Topic 842.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Note 6 - Long-Term Debt

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



	September 30, 2019			December 31, 2018
Macau Related:
Wynn Macau Credit Facilities:
Senior Term Loan Facility, due 2022 (1)	$	2,295,759		$	2,296,999
Senior Revolving Credit Facility, due 2022 (2)	448,982			623,921
4 7/8% Senior Notes, due 2024	600,000			600,000
5 1/2% Senior Notes, due 2027	750,000			750,000

U.S. and Corporate Related:
WRF Senior Secured Credit Facilities (3):
WRF Term Loan, due 2024	1,000,000			—
WRF Revolver, due 2024	25,000			—
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			—
Retail Term Loan, due 2025 (4)	615,000			615,000
Wynn America Senior Term Loan Facility, due 2021 (5)	—			994,780
Wynn Resorts Term Loan, due 2024 (5)	—			500,000
	9,644,741			9,540,700
Less: Unamortized debt issuance costs and original issue discounts and premium, net	(106,778		)	(117,600		)
	9,537,963			9,423,100
Less: Current portion of long-term debt	(116,118		)	(11,960		)
Total long-term debt, net of current portion	$	9,421,845		$	9,411,140

March 31,
2019 December 31,
2018
Macau Related:
Wynn Macau Credit Facilities:
Senior Term Loan Facility, due 2022 (1)
$ 2,294,680
$ 2,296,999
Senior Revolving Credit Facility, due 2022 (2)
124,659
623,921
4 7/8% Senior Notes, due 2024 600,000
600,000
5 1/2% Senior Notes, due 2027 750,000
750,000

U.S. and Corporate Related:
Wynn America Credit Facilities (3):

Senior Term Loan Facility, due 2021 993,040
994,780
4 1/4% Senior Notes, due 2023 500,000
500,000
5 1/2% Senior Notes, due 2025 1,780,000
1,780,000
5 1/4% Senior Notes, due 2027 880,000
880,000
Retail Term Loan, due 2025 (4)
615,000
615,000
Wynn Resorts Term Loan, due 2024 (5)
750,000
500,000
9,287,379
9,540,700
Less: Unamortized debt issuance costs and original issue discounts and premium, net (117,347 ) (117,600 )
9,170,032
9,423,100
Less: Current portion of long-term debt (36,470 ) (11,960 )
Total long-term debt, net of current portion $ 9,133,562
$ 9,411,140

(1) Approximately ~~$1.3~~$1.31 billion and ~~$990~~$990.8 million of the Wynn Macau Senior Term Loan Facility bears interest at a rate of LIBOR plus 1.75% per year and HIBOR plus 1.75% per year, respectively. As of ~~March 31,~~September 30, 2019, the weighted average interest rate was approximately ~~3.93%~~3.73%.

(2) Approximately ~~$71.3~~$256.5 million and ~~$53.4~~$192.4 million of the Wynn Macau Senior Revolving Credit Facility bears interest at a rate of LIBOR plus 1.75% per year and HIBOR plus 1.75% per year, respectively. As of ~~March 31,~~September 30, 2019, the weighted average interest rate was approximately ~~3.93%~~3.80%, and the available borrowing capacity was ~~$622.3~~$298.3 million.

(3) The Wynn ~~America Senior Term Loan Facility bears~~Resorts Finance Credit Facilities bear interest at a rate of LIBOR plus 1.75% per year. As of ~~March 31,~~September 30, 2019, the interest rate was ~~4.24%~~3.80%. Additionally, as of ~~March 31,~~September 30, 2019, the available borrowing capacity under the ~~Wynn America Senior~~ Revolving Credit Facility was ~~$357.2 million.~~$806.9 million, net of $18.1 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70% per year. As of ~~March 31,~~September 30, 2019, the interest rate was ~~4.19%~~3.80%.

(5) The Wynn America Credit Facilities, which included the Wynn America Senior Term Loan Facility, and the Wynn Resorts Term Loan ~~bears~~were prepaid in full on September 20, 2019, in connection with the Refinancing Transactions, as defined and discussed below.

Refinancing Transactions

On September 20, 2019, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $750.0 million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 Notes") pursuant to an indenture (the "2029 Indenture") among the WRF Issuers, the guarantors party thereto, and U.S. Bank National Association, as trustee (the "Trustee"), in a private offering. The 2029 Notes were issued at par.

Concurrently with the issuance of the 2029 Notes, WRF entered into a credit agreement (the "WRF Credit Agreement") providing for a new first lien term loan facility in an aggregate principal amount of $1.0 billion (the "WRF Term Loan") and a new first lien revolving credit facility in an aggregate principal amount of $850.0 million (the "WRF Revolver" and together with the WRF Term Loan, the "WRF Senior Secured Credit Facilities") (the WRF Senior Secured Credit Facilities and 2029 Notes are collectively referred to as the "Refinancing Transactions").

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WRF used the net proceeds from the Refinancing Transactions to refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses totaling $18.8 million, of which $14.8 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet. The Company recognized the Refinancing Transactions primarily as a modification of existing debt with the related unamortized debt issuance costs reallocated to the new debt instruments. For those components of debt that were deemed extinguished, the Company recognized a loss on extinguishment of debt of $12.2 million.

WRF Senior Secured Credit Facilities

Subject to certain exceptions, the WRF Senior Secured Credit Facilities bear interest at LIBOR plus 1.75% per annum. The annual fee required to pay for unborrowed amounts under the WRF Revolver, if any, is 0.25% per annum, payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities. The Company is required to make quarterly repayments on the WRF Term Loan of $12.5 million beginning in the fourth quarter of 2019, with any remaining principal amount outstanding repayable in full on September 20, 2024.

The WRF Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any direct or indirect subsidiaries, to incur and/or repay indebtedness, to make certain restricted payments, and to enter into mergers and acquisitions, negative pledges, liens, transactions with affiliates, and sales of assets. In addition, Wynn Resorts Finance is subject to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the WRF Credit Agreement. Commencing with the fourth quarter of 2019, the Consolidated Senior Secured Net Leverage Ratio is not to exceed 3.75 to 1.00.

The WRF Credit Facilities are guaranteed by each of WRF's existing and future wholly owned domestic restricted subsidiaries (the "Guarantors"), subject to certain exceptions, and are secured by a first priority lien on substantially all of WRF's and each of the guarantors' existing and future property and assets, subject to certain exceptions, including a limitation on the amount of collateral granted by Wynn Las Vegas, LLC ("WLV") and its subsidiaries so as to not violate the indenture governing WLV's outstanding senior notes.

The 2029 Notes will mature on October 1, 2029 and bear interest at the rate of ~~LIBOR~~5 1/8% per annum, payable in arrears semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020. The WRF Issuers may redeem some or all of the 2029 Notes at any time at a redemption price equal to 100% of the aggregate principal amount of the 2029 Notes to be redeemed plus ~~2.25% per year. As~~a make-whole premium, as defined in the 2029 Indenture, and accrued and unpaid interest. On or after July 1, 2029, the WRF Issuers may redeem some or all of ~~March 31,~~the 2029 Notes at the redemption prices set forth in the 2029 Indenture plus accrued and unpaid interest. In the event of a change of control triggering event, the WRF Issuers will be required to offer to repurchase the 2029 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The 2029 Notes are also subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2029 Notes are the WRF Issuers' senior unsecured obligations and rank pari passu in right of payment with the WLV senior notes due 2023, 2025, and 2027, and rank equally in right of payment with Wynn Las Vegas' guarantee of the WRF Senior Secured Credit Facilities, and rank senior in right of payment to all of the Issuers' existing and future subordinated debt. The 2029 Notes are effectively subordinated in right of payment to all of the WRF Issuers' existing and future secured debt (to the extent of the value of the collateral securing such debt), and structurally subordinated to all of the liabilities of any of the WRF Issuers' subsidiaries that do not guarantee the 2029 Notes, including WML and its subsidiaries.

The 2029 Notes are jointly and severally guaranteed by each of WRF's existing domestic restricted subsidiaries that guarantee indebtedness under the Credit Agreement, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025, and 2027. The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such Guarantors' existing and future secured debt (to the extent of the collateral securing such debt).

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The 2029 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 2029 Indenture.

The 2029 Indenture also contains customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2029 Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the 2029 Notes, as applicable, issued under such 2029 Indenture to accelerate the amounts due under the 2029 Notes, or in the case of bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the 2029 Notes.

The 2029 Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The 2029 Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The 2029 Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the 2029 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.

Wynn America Credit Facilities

On September 20, 2019, the ~~interest rate~~Wynn America credit facilities were repaid in full in connection with the Refinancing Transactions and the Wynn America credit agreement was ~~4.74%.~~terminated.

Wynn Resorts Term Loan

On October 30, 2018, the Company and certain subsidiaries of the Company entered into a credit agreement (as subsequently amended, the ~~"Credit~~"WRL Credit Agreement") to provide for a $500.0 million ~~six-year~~six year term loan facility (the "WRL Term Loan I"). On March 8, 2019, the Company, certain subsidiaries of the Company, and certain incremental term facility lenders entered into an incremental joinder agreement that amended the WRL Credit Agreement to, among other things, provide the Company with an additional $250.0 million term loan (the "WRL Term Loan ~~II"~~II," and, collectively with the WRL Term Loan I, the "Wynn Resorts Term Loan"), on substantially similar terms as the WRL Term Loan I. ~~The Company intends to use~~On September 20, 2019, the ~~net proceeds of~~Wynn Resorts Term Loan was prepaid in full in connection with the Refinancing Transactions and the WRL ~~Term Loan II for general corporate purposes, including without limitation, repurchases of the Company's common stock, investments in subsidiaries, and/or capital expenditures.~~

~~The~~ Credit Agreement ~~provides for quarterly principal repayments beginning in 2019, with a final installment of $706.9 million due upon maturity on October 30, 2024.~~was terminated.

The Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, among other things, limitations on: indebtedness; investments; restricted payments; mergers and acquisitions; payment of indebtedness; negative pledges; liens; transactions with affiliates and sales of assets. In addition, the Credit Agreement contains a requirement that the Company must make mandatory prepayments of indebtedness equal to 50.0% of excess cash flow

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

if the leverage ratio, as defined in the Credit Agreement, as of the last day of the applicable fiscal year is greater than 4.5 to 1 prior to the year of opening of Encore Boston Harbor or is greater than 4.0 to 1 thereafter. There is no mandatory prepayment in respect of excess cash flow if the Company's Consolidated First Lien Secured Leverage Ratio is equal to or less than 4.5 to 1.

Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC, each a direct, wholly owned subsidiary of the Company (collectively, the "Guarantors"), guarantee the obligations of the Company under the Credit Agreement. The Company will pledge all of the equity interests in the Guarantors to the extent permitted by applicable law.

On March 8, 2019, in connection with the WRL Term Loan II, the Company agreed to terminate the remaining $250.0 million of the lenders' commitments under the commitment letter. Accordingly, there are no0 remaining commitments under the commitment letter.

Redemption Price Promissory Note

On February 18, 2012, pursuant to its articles of incorporation, the Company redeemed and canceled all Aruze USA, Inc.'s ("Aruze") 24,549,222 shares of Wynn Resorts' common stock. In connection with the redemption of the shares, the Company issued a promissory note (the "Redemption Note") with a principal amount of $1.94 billion, a maturity date of February 18, 2022 and an interest rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Redemption Note was recorded at fair value in accordance with applicable accounting guidance. The Company repaid the principal amount in full on March 30, 2018. On March 30, 2018, the Company also paid an additional $463.6 million in settlement of certain legal claims concerning the Redemption Note, which is recorded as a litigation settlement expense on the Condensed Consolidated Statements of Operations.

Debt Covenant Compliance

As of ~~March 31,~~September 30, 2019, management believes the Company was in compliance with all debt covenants.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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 ~~March 31,~~September 30, 2019 and December 31, 2018, was approximately ~~$9.08~~$9.81 billion and $8.97 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of ~~$9.29~~$9.64 billion and $9.54 ~~billion.~~billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 7 - Stockholders' Equity

~~During the first quarter of~~On February 26, 2019, ~~and 2018,~~ the Company paid a cash dividend of $0.75 and ~~$0.50~~on May 30, 2019 and August 27, 2019, the Company paid cash dividends of $1.00 per share, ~~respectively,~~respectively. During the three and nine months ended September 30, 2019, the Company recorded ~~$80.7~~$107.3 million and ~~$51.4~~$295.6 million, respectively, as a reduction of retained earnings from cash dividends ~~declared, respectively.~~declared.

On February 27, 2018, the Company paid a cash dividend of $0.50 and on May 9,29, 2018 and August 28, 2018, the Company paid cash dividends of $0.75 per share, respectively. During the three and nine months ended September 30, 2018, the Company recorded $81.4 million and $214.1 million, respectively, as a reduction of retained earnings from cash dividends declared.

On November 6, 2019, the Company announced a cash dividend of $1.00 per share, payable on ~~May 30,~~November 22, 2019, to stockholders of record as of ~~May 22,~~November 14, 2019.

Noncontrolling Interests

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 $82.9 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

On August 17, 2018 WML announced a cash dividend of HK$0.75 per share for a total of $496.6 million, which was paid on October 5, 2018. The Company's share of this dividend was $358.3 million with a reduction of $138.3 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

On April 25, 2018, WML paid a cash dividend of HK$0.75 per share for a total of $497.1 million. The Company's share of this dividend was $358.8 million with a reduction of $138.3 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.

During the three and nine months ended September 30, 2019, the Retail Joint Venture made aggregate distributions of $1.0 million and $3.7 million, respectively, to its non-controlling interest holder made in the normal course of business. During the three and nine months ended September 30, 2018, the Retail Joint Venture made aggregate distributions of $297.3 million, and $301.1 million, respectively, to its non-controlling interest holder in connection with the distribution of the net proceeds of the Retail Term Loan and distributions made in the normal course of business. For more information on the Retail Joint Venture, see Note 15, "Retail Joint Venture".

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

The following table presents the changes by component, net of tax and noncontrolling interests, in accumulated other comprehensive loss of the Company (in thousands):

(1) On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2016-01, Financial Instruments. The adjustment to the beginning balance represents the cumulative effect of the change in instrument-specific credit risk on the Redemption Note.

(2) The amounts reclassified to net ~~loss~~income include ~~$1.7~~$1.8 million for other-than-temporary impairment losses and ~~$0.9~~$1.0 million in realized losses, both related to investment securities, and a $1.5 million realized gain related to the repayment of the Redemption Note.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Note 8 - Fair Value Measurements

~~Fair Value Measurements~~

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



			Fair Value Measurements Using:
	September 30, 2019		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	484,162	—		$	484,162	—
Restricted cash	$	6,182	$	2,041	$	4,141	—

Liabilities:
Interest rate collar	$	7,533	—		$	7,533	—

			Fair Value Measurements Using:
	December 31, 2018		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	759,257	—		$	759,257	—
Restricted cash	$	4,322	$	2,015	$	2,307	—

Liabilities:
Interest rate collar	$	619	—		$	619	—

Fair Value Measurements Using:
March 31,
2019 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 512,297
—
$ 512,297
—
Restricted cash $ 3,902
$ 2,023
$ 1,879
—

Liabilities:
Interest rate collar $ 2,128
—
$ 2,128
—

Fair Value Measurements Using:
December 31,
2018 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 759,257
—
$ 759,257
—
Restricted cash $ 4,322
$ 2,015
$ 2,307
—

Liabilities:
Interest rate collar $ 619
—
$ 619
—

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

Note 9 - ~~Revenue~~

~~Disaggregation of Revenues~~

The Company operates integrated resorts in Macau and Las Vegas and generates revenues at its properties by providing the following types of services and products: casino, rooms, food and beverage and entertainment, retail and other.

~~Revenues disaggregated by type of revenue and geographic location are as follows (in thousands):~~

Three months ended March 31, 2019 Macau Operations Las Vegas Operations Total
Casino $ 1,073,417
$ 111,684
$ 1,185,101
Rooms 72,181
119,089
191,270
Food and beverage 49,600
123,619
173,219
Entertainment, retail and other (1)
55,315
46,641
101,956
Total operating revenues $ 1,250,513
$ 401,033
$ 1,651,546

Three months ended March 31, 2018
Casino $ 1,107,495
$ 134,644
$ 1,242,139
Rooms 68,853
121,457
190,310
Food and beverage 46,385
125,837
172,222
Entertainment, retail and other (1)
61,354
49,553
110,907
Total operating revenues $ 1,284,087
$ 431,491
$ 1,715,578

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

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, 2019		December 31, 2018		Increase/ (Decrease)			September 30, 2018		December 31, 2017		Increase/ (Decrease)
Casino outstanding chips and front money deposits (1)	$	907,598	$	905,561	$	2,037		$	785,988	$	991,957	$	(205,969	)
Advance room deposits and ticket sales (2)	43,086		42,197		889			42,036		48,065		(6,029		)
Other gaming-related liabilities (3)	9,297		12,694		(3,397		)	13,644		12,765		879
Loyalty program and related liabilities (4)	22,918		18,148		4,770			18,756		18,421		335
	$	982,899	$	978,600	$	4,299		$	860,424	$	1,071,208	$	(210,784	)

March 31, 2019 December 31, 2018 Increase (decrease) March 31, 2018 December 31, 2017 Increase (decrease)
Casino outstanding chips and front money deposits (1)
$ 863,160
$ 905,561
$ (42,401 ) $ 983,538
$ 991,957
$ (8,419 )
Advance room deposits and ticket sales (2)
47,128
42,197
4,931
45,229
48,065
(2,836 )
Other gaming-related liabilities (3)
7,904
12,694
(4,790 ) 9,393
12,765
(3,372 )
Loyalty program and related liabilities (4)
16,504
18,148
(1,644 ) 20,455
18,421
2,034
$ 934,696
$ 978,600
$ (43,904 ) $ 1,058,615
$ 1,071,208
$ (12,593 )

(1) Casino outstanding chips represent amounts owed to ~~junkets~~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)~~(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,
	2019		2018		2019		2018
Casino	$	1,880	$	1,305	$	6,254	$	4,432
Rooms	296		108		737		314
Food and beverage	372		258		1,181		868
Entertainment, retail and other	9		34		115		111
General and administrative	7,719		9,914		21,487		22,540
Pre-opening	—		213		670		497
Total stock-based compensation expense	10,276		11,832		30,444		28,762
Total stock-based compensation capitalized	81		—		228		6
Total stock-based compensation costs	$	10,357	$	11,832	$	30,672	$	28,768

Three Months Ended March 31,
2019 2018
Casino $ 2,584
$ 1,819
Rooms 218
127
Food and beverage 332
378
Entertainment, retail and other 44
43
General and administrative 6,830
4,937
Pre-opening 330
—
Total stock-based compensation expense 10,338
7,304
Total stock-based compensation capitalized 64
—
Total stock-based compensation costs $ 10,402

$ 7,304

Certain members of the Company's executive management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of ~~$1.9~~$2.1 million and ~~$1.8~~$1.3 million for the three months ended ~~March 31,~~September 30, 2019 and ~~2018.~~2018, respectively, and $6.3 million and $5.5 million for the nine months ended September 30, 2019 and 2018, respectively.

Note 11 - Income Taxes

The Company ~~recognized~~recorded an income tax expense of ~~$1.7~~$19.7 million and an income tax benefit of ~~$111.0~~$3.9 million for the three months ended ~~March 31,~~September 30, 2019 and 2018, respectively. The Company recorded an income tax expense of $19.4 million and an income tax benefit of $124.6 million for the nine months ended September 30, 2019 and 2018, respectively. The 2019 income tax expense primarily related to the increase in the valuation allowance for U.S foreign tax credits and the 2018 income tax benefit primarily related to the settlement of the Redemption Note.

The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings and the duration of statutory carryforward periods.

Wynn Macau SA received a ~~five-year~~five year exemption from Macau's 12% Complementary Tax on casino gaming profits through December 31, 2020. Accordingly, for the three months ended ~~March 31,~~September 30, 2019 and 2018, the Company was exempt from the payment of such taxes totaling ~~$22.8~~$13.4 million and ~~$26.9~~$26.8 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company was exempt from the payment of such taxes totaling $56.0 million and $73.7 million, respectively. 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.

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 ~~(loss)~~ 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,
	2019			2018		2019		2018
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited	$	(3,496	)	$	156,115	$	195,927	$	107,564

Denominator:
Weighted average common shares outstanding	106,707			108,064		106,791		106,162
Potential dilutive effect of stock options and restricted stock	—			469		233		559
Weighted average common and common equivalent shares outstanding	106,707			108,533		107,024		106,721

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic	$	(0.03	)	$	1.44	$	1.83	$	1.01
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted	$	(0.03	)	$	1.44	$	1.83	$	1.01

Anti-dilutive stock options and restricted stock excluded from the calculation of diluted net income per share	850			234		379		109

Three Months Ended March 31,
2019 2018
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited $ 104,872
$ (204,307 )

Denominator:
Weighted average common shares outstanding 106,792
102,570
Potential dilutive effect of stock options and restricted stock 281
—
Weighted average common and common equivalent shares outstanding 107,073
102,570

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ 0.98
$ (1.99 )
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ 0.98
$ (1.99 )

Anti-dilutive stock options and restricted stock excluded from the calculation of diluted net income (loss) per share 355
1,139



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 13 - Leases

Lessee Arrangements

The following table summarizes the balance sheet classification of the Company's lease assets and liabilities ~~(amounts in~~(in thousands):



	Balance Sheet Classification	September 30, 2019
Assets
Operating leases	Operating lease assets	$	444,157
Finance leases	Property and equipment, net	$	26,411

Current liabilities
Operating leases	Other accrued liabilities	$	15,802
Finance leases	Other accrued liabilities	$	162

Non-current liabilities
Operating leases	Long-term operating lease liabilities	$	149,970
Finance leases	Other long-term liabilities	$	17,789

Balance Sheet Classification March 31, 2019
Assets
Operating leases Operating lease assets $ 444,092
Finance lease Property and equipment, net - Land $ 21,708

Current liabilities
Operating leases Other accrued liabilities $ 18,191

Non-current liabilities
Operating leases Long-term operating lease liabilities $ 140,461
Finance lease Other long-term liabilities $ 16,554



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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

The following ~~table discloses~~tables disclose the components of the Company's lease cost, supplemental cash flow disclosures, and other information regarding the Company's lease arrangements (dollars in thousands):



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Lease cost:
Operating lease cost	$	8,367	$	24,691
Short-term lease cost	6,836		17,576
Amortization of leasehold interests in land	3,416		9,956
Variable lease cost	1,209		3,685
Finance lease interest cost	273		785
Total lease cost	$	20,101	$	56,693

Three months ended March 31, 2019
Lease cost:
Operating lease cost $ 8,076
Short-term lease cost 4,868
Amortization of leasehold interests in land 3,129
Variable lease cost 1,114
Finance lease interest cost 256
Total lease cost $ 17,443

Supplemental cash flow disclosures:
Operating lease liabilities arising from obtaining operating lease assets $ 9,270
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities - Operating leases $ 6,770
Cash used in operating activities - Finance leases $ 247

Other information:
Weighted-average remaining lease term - Operating leases 38.8 years
Weighted-average remaining lease term - Finance leases 46.4 years

Weighted-average discount rate - Operating leases 6.5 %
Weighted-average discount rate - Finance leases 6.2 %

~~The following table presents an analysis of lease liability maturities (amounts in thousands):~~

Operating Leases Finance Leases
Period
Nine months ended December 31, 2019 $ 21,652
$ 742
Year ended December 31, 2020 20,192
989
Year ended December 31, 2021 16,752
989
Year ended December 31, 2022 15,660
989
Year ended December 31, 2023 15,016
989
Thereafter 467,935
66,742
Total undiscounted cash flows $ 557,207
$ 71,440
Present value
Short-term lease liabilities $ 18,191
$ —
Long-term lease liabilities 140,461
16,554
Total lease liabilities $ 158,652
$ 16,554
Interest on lease liabilities $ 398,555
$ 54,886



	Nine Months Ended September 30, 2019
Supplemental cash flow disclosures:
Operating lease liabilities arising from obtaining operating lease assets	$	29,261
Finance lease liabilities arising from obtaining finance lease assets	$	1,413
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities - Operating leases	$	23,073
Cash used in financing activities - Finance leases	$	36



	September 30, 2019
Other information:
Weighted-average remaining lease term - Operating leases	37.8 years
Weighted-average remaining lease term - Finance leases	42.9 years

Weighted-average discount rate - Operating leases	6.5	%
Weighted-average discount rate - Finance leases	6.2	%



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

The following table presents an analysis of lease liability maturities (in thousands):



Years Ending December 31,	Operating Leases		Finance Leases
2019 (excluding the nine months ended September 30, 2019)	$	7,988	$	300
2020	26,424		1,203
2021	21,872		1,203
2022	18,106		1,203
2023	17,149		1,203
Thereafter	481,084		67,490
Total undiscounted cash flows	$	572,623	$	72,602
Present value
Short-term lease liabilities	$	15,802	$	162
Long-term lease liabilities	149,970		17,789
Total lease liabilities	$	165,772	$	17,951
Interest on lease liabilities	$	406,851	$	54,651

Ground Leases

Undeveloped Land - Las Vegas

The Company leases approximately 16 acres of undeveloped land ~~directly across~~on Las Vegas Boulevard directly across from Wynn Las Vegas in Las Vegas, Nevada, which expires in 2097. The ground lease payments, which increase at a fixed rate over the term of the lease, are $3.8 million per year until 2023 and total payments of $367.8 million thereafter. As of ~~March 31,~~September 30, 2019, the liability associated with this lease was ~~$62.3~~$62.5 million.

At ~~March 31,~~September 30, 2019, operating lease assets included approximately ~~$87.8~~$87.2 million related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018. The Company expects that the amortization of this amount will be $1.1 million each year from 2020 through 2096 and $0.7 million in 2097.

Macau Land Concessions

Wynn Palace and Wynn Macau were built on land that is leased under Macau land concession contracts each with terms of 25 years from May 2012 and August 2004, respectively, which may be renewed with government approval for successive 10-year periods in accordance with Macau legislation. The land concession payments are expected to be $1.6 million per year through 2023 and total payments of $17.0 million thereafter through 2037. At ~~March 31,~~September 30, 2019, the total liability associated with these leases was ~~$16.9~~$15.7 million.

At ~~March 31,~~September 30, 2019, operating lease assets included ~~$200.5~~$194.2 million of leasehold interests in land related to the Wynn Palace and Wynn Macau land concessions. The Company expects that the amortization associated with these leasehold interests will be approximately $12.5 million per year from 2020 through 2028 and approximately $9.1 million per year thereafter through 2037.

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,
	2019		2018		2019		2018
Minimum rental income	$	33,643	$	29,901	$	100,022	$	92,204
Contingent rental income	13,589		11,177		40,505		39,795
Total rental income	$	47,232	$	41,078	$	140,527	$	131,999

Three Months Ended March 31,
2019 2018
Minimum rental income $ 32,708
$ 31,528
Contingent rental income 14,971
15,905
Total rental income $ 47,679
$ 47,433



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table presents the future minimum rentals to be received under operating leases (in thousands):



Years Ending December 31,	Operating Leases
2019 (excluding the nine months ended September 30, 2019)	$	34,889
2020	144,887
2021	87,673
2022	69,826
2023	53,091
Thereafter	162,779
Total future minimum rentals	$	553,145

Operating Leases
Period
Nine months ended December 31, 2019 $ 100,845
Year ended December 31, 2020 134,406
Year ended December 31, 2021 72,342
Year ended December 31, 2022 50,999
Year ended December 31, 2023 33,684
Thereafter 96,857
Total future minimum rentals $ 489,133



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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

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.

~~Aruze and Affiliates Litigation~~

On February 18, 2012, the Board of Directors of Wynn Resorts determined that Kazuo Okada, Universal Entertainment Corp. and Aruze and related parties (the "Okada Parties") were "unsuitable persons" under Article VII of the Company's articles and redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts' common stock, and, pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze in redemption of the shares. The next day, Wynn Resorts filed an action alleging breaches of fiduciary duty and related claims (the "Redemption Action"). The Okada Parties denied the claims and asserted counterclaims.

On March 8, 2018, the Company entered into a settlement agreement (the "Settlement Agreement") by and between the Company and its individual directors and officers (the "Wynn Parties"), and Universal Entertainment Corp. and Aruze (collectively, with Universal Entertainment Corp., the "Universal Parties"). The Settlement Agreement resolved legal proceedings pending between the settling parties in the Redemption Action. The Universal Parties further released any claims against the Wynn Parties and their affiliates in any other jurisdiction, including but not limited to a proceeding pending in Macau against Wynn Resorts (Macau) S.A. ("Wynn Macau SA") and certain related individuals ("Macau Litigation"). As a result of the Settlement Agreement, the parties to the agreement dismissed all litigation between the Universal Parties and the Company and its then-directors and executives with respect to the redemption, including the Redemption Action and the Macau Litigation, but did not release Kazuo Okada. Subsequently the Company voluntarily dismissed its claim for breach of fiduciary duty against Kazuo Okada, which was the last and only remaining claim between Wynn Resorts, Kazuo Okada, and the Universal Parties in the Redemption Action.

On July 3, 2015, Wynn Macau, Limited announced that the Okada Parties filed a complaint in the Court of First Instance of Macau ("Macau Court") against Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA or WML (collectively, the "Wynn Macau Parties"). The principal allegations in the lawsuit were that the redemption of the Okada Parties' shares in Wynn Resorts was improper and undervalued, that the previously disclosed payment by Wynn Macau SA to an unrelated third party in consideration of relinquishment by that party of certain rights in and to any future development on the land in Cotai where Wynn Palace is located was unlawful, and that the previously disclosed donation by Wynn Resorts to the University of Macau Development Foundation was unlawful. The plaintiffs sought dissolution of Wynn Macau SA and compensatory damages. On July 11, 2017, the Macau Court dismissed all claims by the Okada Parties as unfounded, fined the Okada Parties, and ordered the Okada Parties to pay for court costs and the Wynn Macau Parties' attorney's fees. On or about October 16, 2017, the Okada Parties filed formal appeal papers in Macau, which Wynn Macau SA received on November 21, 2017. Wynn Macau SA filed its response on December 21, 2017. In March 2018, pursuant to the Settlement Agreement, the Universal Parties voluntarily withdrew from the Macau Litigation, leaving Mr. Okada as the sole claimant. On February 21, 2019, the Macau Appellate Panel dismissed Mr. Okada's appeal and no appeal was lodged by Mr. Okada within the prescribed time, resulting in the final resolution of the lawsuit in favor of the Wynn Macau Parties.

~~Derivative Litigation Related to Redemption Action~~

Two state derivative actions were commenced against the Company and all members of its Board of Directors in the Eighth Judicial District Court of Clark County, Nevada by the IBEW Local 98 Pension Fund and Danny Hinson (collectively, the "Derivative Plaintiffs"). The Derivative Plaintiffs filed a consolidated complaint on July 20, 2012 asserting various claims relating to the Redemption Action. On March 15, 2019, the parties filed a stipulation and order to dismiss the action, with prejudice, which the court entered on March 18, 2019. Neither the Company nor any of the individual defendants made any form of payment in exchange for the dismissal of the action.

Massachusetts Gaming License Related Actions

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

Massachusetts Gaming Commission Investigation and Adjudicatory Hearing

On January 31, 2018, the Investigations & Enforcement Bureau ("IEB") of the MGC announced it had commenced an investigation into the Company's ongoing suitability as a gaming licensee in that jurisdiction related to the alleged inappropriate workplace conduct by the Company’s former CEO Stephen A. Wynn. The Company fully cooperated with the IEB's investigation. After a three-day adjudicatory hearing before the MGC, the MGC concluded that the Company and Wynn MA are suitable to maintain a Massachusetts gaming license, subject to a fine of $35.0 million, which the Company paid during the three months ended June 30, 2019, and the Company's fulfillment of other conditions set forth in the MGC decision.

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 ("IBEW"), 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, using information, documents and testimony from the Massachusetts Gaming Commission Investigation and Adjudicatory Hearing. 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. The MGC retained private legal representation at its own nontaxpayer-funded expense.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

Suffolk Action

On September 17, 2018, Sterling Suffolk Racecourse, LLC, owner of the property proposed for location of a casino by an unsuccessful bidder for the ~~Greater~~ Boston ~~(Region) A gaming~~area license filed a complaint in the United States District Court, District of Massachusetts, against ~~Wynn Resorts,~~the Company, Wynn MA, certain current and former officers of ~~Wynn Resorts,~~the Company, FBT Everett Realty, LLC, former owner of the land on which Encore Boston Harbor is located ("FBT"), and Paul Lohnes, a member of FBT. The complaint alleges, among other things, the defendants ~~engaged in conduct in violation of~~violated the ~~Racketeer Influenced Corrupt Organizations~~RICO Act, conspired to circumvent the application process for the ~~Greater~~ Boston ~~(Region A) gaming~~area license and violated Massachusetts law with respect to unfair methods of competition. The plaintiff seeks $1$1.0 billion in compensatory damages and treble ~~damages pursuant to applicable law.~~damages. All defendants filed motions to dismiss the complaint, and several separately filed special motions to dismiss pursuant to the Massachusetts Anti-SLAPP statute. In response to the various dispositive motions, on February 15, 2019, the plaintiff filed an amended complaint that substantially repeats its earlier allegations and adds new allegations in support of its existing claims against the defendants. On March 8, 2019, the defendants refiled various motions to dismiss the amended complaint. On May 7, 2019, the court held a hearing on the motions to dismiss and ~~took the matter under advisement, staying~~stayed all discovery pending a decision on the ~~motions to dismiss.~~motions.

The Company will vigorously defend against the claims asserted. This action is 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 this action or the range of reasonably possible loss, if any.

~~Revere Action~~

On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the same license, and the International Brotherhood of Electrical Workers, Local 103 ("IBEW") filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court in Boston, Massachusetts (the "Revere Action"). The complaint challenges the MGC's decision and alleges that the MGC failed to follow statutory requirements outlined in the Gaming Act. The complaint (1) seeks to appeal the administrative decision, (2) asserts that certiorari provides a remedy to correct errors in proceedings by an agency such as the MGC, (3) challenges the constitutionality of that section of the gaming law which bars judicial review of the MGC's decision to deny an applicant a gaming license, and (4) alleges violations of the open meeting law requirements. The court allowed Mohegan Sun ("Mohegan"), the other applicant for the Greater Boston (Region A) gaming license, to intervene in the Revere Action, and on February 23, 2015, Mohegan filed its complaint. The Mohegan complaint challenges the license award to Wynn MA, seeks judicial review of the MGC's decision, and seeks to vacate the MGC's license award to Wynn MA.

On July 1, 2015, the MGC filed motions to dismiss Mohegan's and the City of Revere's complaints. On December 3, 2015, the court granted the motion to dismiss the claims asserted in the Revere Action. Also on December 3, 2015, the court granted the motion to dismiss three of the four counts asserted by Mohegan but denied the motion as to Mohegan's certiorari claim. The City of Revere and IBEW sought immediate appellate review of the dismissal of their claims and the MGC requested immediate appellate review of the court's denial of the MGC's motion to dismiss Mohegan's certiorari claim. All three petitions for interlocutory review were denied. The parties then appealed to the Massachusetts Supreme Judicial Court ("SJC"). On March 10, 2017, the SJC affirmed the trial court's dismissal of the City of Revere's claims and IBEW's claims. The SJC affirmed the court's dismissal of Mohegan's claims except for the certiorari claim, which the SJC remanded to the Suffolk Superior Court. Mohegan filed a motion for judgment on the pleadings on November 3, 2017, a hearing on which has not yet been rescheduled. The MGC and Mohegan are assembling the administrative record for review by the court.

The SJC reversed the trial court's dismissal of the individual plaintiffs' open meeting law claim and remanded that claim to the Suffolk Superior Court. The parties have completed discovery. The MGC filed a motion for summary judgment and oral argument, which is scheduled for hearing on May 14, 2019.

~~Wynn MA was not named in the Revere Action. The MGC retained private legal representation at its own nontaxpayer-funded expense.~~

~~Massachusetts Gaming Commission Investigation~~

On January 31, 2018, the Investigations & Enforcement Bureau ("IEB") of the MGC announced it had commenced an investigation into the Company's ongoing suitability as a gaming licensee in that jurisdiction. The Company fully cooperated with the IEB's investigation, and the IEB published the findings of its investigation in a report dated March 15, 2019. A three-day



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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

adjudicatory hearing before the MGC was held on April 2, 2019 through April 4, 2019. On April 30, 2019, the MGC concluded its investigation by determining the Company and Wynn MA are suitable to maintain a Massachusetts gaming license, subject to the Company’s payment of a fine of $35 million and fulfillment of other conditions set forth in the MGC decision. The fine of $35 million is included in other accrued liabilities as of March 31, 2019 on the accompanying Condensed Consolidated Balance Sheets. The Company is currently reviewing the MGC decision and evaluating its rights under applicable law.

Nevada Gaming Control Board Investigation

On January 25, 2019, the Nevada Gaming Control Board ~~completed its investigation, which had commenced in 2018, and~~ filed a complaint against the Company and its indirect subsidiary, Wynn Las Vegas, LLC ("NGCB Respondents")~~. Also on January 25, 2019,~~, related to the alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. Simultaneously, the NGCB Respondents entered into a Stipulation for Settlement ~~with~~of the ~~Nevada Gaming Control Board in connection with its~~ complaint, under which, among other things, the NGCB Respondents agreed to pay a fine in an amount to be determined by the Nevada Gaming Commission, and the Nevada Gaming Control Board agreed not to seek to revoke or limit the NGCB Respondents' licenses, findings of suitability or any other ~~approvals of the Nevada Gaming Commission.~~gaming approvals. On February 26, 2019, the Nevada Gaming Commission approved the Stipulation for Settlement and fined the Company $20.0 million, which was paid during the three months ended March 31, 2019.

Derivative Litigation

A number of stockholder derivative actions have been filed ~~purportedly on behalf of the Company~~ 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 ~~Mr.~~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 have been consolidated as In re Wynn Resorts, Ltd. Derivative Litigation ("State Derivative Case"). In September 2018, the court denied the Company's motion to dismiss, and the Company filed a writ petition appealing the denial to the Nevada Supreme Court. In October 2018, the Nevada Supreme Court denied the Company's writ petition. On October 26, 2018, the SLC filed a motion to intervene and stay the ~~case~~State Derivative Case pending completion of its ~~investigation. On November 14, 2018,~~investigation, which the court granted (the "SLC Stay"). A status hearing considering a number of matters related to the ~~SLC's motion and stayed the case, with the exception of limited document requests,~~State Derivative Case is scheduled for ~~a period of 120 days. On March 25, 2019, the SLC submitted a motion for a 90-day extension of the SLC Stay. The motion is currently pending before the court. The SLC's investigation is ongoing.~~November 13, 2019.

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.~~Action (described below). On March 29, 2019, the Court granted the Company's request for a stay.

On March 25, 2019, a separate stockholder derivative action was filed ~~purportedly on behalf of the Company~~ in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the Company. On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case, which is stayed. The motion is currently pending before the court.

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, the effect of which the Company is seeking clarification.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 have 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 alleges that defendants, among other things, breached their fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by ~~Mr.~~Stephen A. Wynn in the workplace causing injury to each of the individual stockholders.

On January ~~31,~~29, 2019, the ~~judge presiding over the State Derivative Case coordinated~~defendants filed motions to dismiss each of the Individual Stockholder ~~Actions with~~Actions. The court held a hearing on defendants' motions to dismiss on September 18, 2019, and took the ~~State Derivative Case (together the "State Court Stockholder Actions"). While the court denied defendants' motion to transfer~~matter under advisement.



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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

the State Court Stockholder Actions to a different judge, it stayed the actions pending the resolution of the defendants' appeal of that denial to the Nevada Supreme Court. On April 15, 2019, the Nevada Supreme Court stayed the Individual Stockholder Actions, but deferred to the District Court as to whether the State Derivative Case should be stayed.

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 March 1, 2019 the lead plaintiffs' filed their amended complaint.~~ The defendants ~~in these actions~~have filed ~~a motion~~motions to dismiss, ~~on March 15, 2019, as part of a briefing schedule that will conclude in July 2019.~~which are currently pending before 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.

Aruze and Affiliates Litigation

On February 18, 2012, the Board of Directors of Wynn Resorts determined that Universal Entertainment Corp., Aruze (together with Universal Entertainment Corp, the "Universal Parties") and Kazuo Okada, and the related parties (collectively, the "Okada Parties") were "unsuitable persons" under the Company's articles and redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts' common stock, and, pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze in redemption of the shares. The next day, Wynn Resorts filed an action alleging breaches of fiduciary duty and related claims (the "Redemption Action"). The Okada Parties denied the claims and asserted counterclaims.

On March 8, 2018, the Company entered into a settlement agreement (the "Settlement Agreement") by and between the Company and its individual directors and officers (the "Wynn Parties"), and the Universal Parties. The Settlement Agreement resolved all legal proceedings pending between the settling parties in the Redemption Action. The Universal Parties further released any claims against the Wynn Parties and their affiliates in any other jurisdiction, including a proceeding pending in Macau against Wynn Resorts (Macau) S.A. ("Wynn Macau SA") and certain related individuals ("Macau Litigation"). Subsequently the Company voluntarily dismissed its claim for breach of fiduciary duty against Kazuo Okada.

In 2015, the Okada Parties filed a complaint in the Court of First Instance of Macau ("Macau Court") against Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA or WML (collectively, the "Wynn Macau Parties"). On July 11, 2017, the Macau Court dismissed all of the Okada Parties' claims as unfounded, fined the Okada Parties, and ordered the Okada Parties to pay for court costs and the Wynn Macau Parties' attorney's fees. On or about October 16, 2017, the Okada Parties formally appealed in Macau. On February 21, 2019, the Macau Appellate Panel dismissed the appeal. Mr. Okada, who was at that time the only remaining claimant after the Universal Parties' withdrawal pursuant to the Settlement Agreement, failed to appeal within the prescribed time, resulting in the final resolution of the lawsuit in favor of the Wynn Macau Parties.

Derivative Litigation Related to Redemption Action

NaN state derivative actions were commenced against the Company and all members of its Board of Directors in the Eighth Judicial District Court of Clark County, Nevada by the IBEW Local 98 Pension Fund and Danny Hinson (collectively, the "Derivative Plaintiffs") regarding the Redemption Action. On March 15, 2019, the parties filed a stipulation and order to dismiss



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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

the action, with prejudice, which the court entered on March 18, 2019. Neither the Company nor any of the individual defendants made any form of payment in exchange for the dismissal of the action.

Note 15 - Retail Joint Venture

As of ~~March 31,~~September 30, 2019 and December 31, 2018, the Retail Joint Venture had total assets of ~~$96.7~~$95.3 million and $85.0 million, respectively, and total liabilities of ~~$627.7~~$629.3 million and $619.6 million, respectively. ~~The~~As of September 30, 2019 and December 31, 2018, the Retail Joint Venture's ~~total~~ liabilities ~~as of March 31, 2019~~ included long-term debt of ~~$611.3~~$611.6 million and $611.1 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 16 - Segment Information

The Company reviews the results of operations for each of its operating ~~segments.~~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~~1 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~~1 reportable segment ("Las Vegas Operations"). ~~The~~On June 23, 2019, the Company ~~identifies each~~opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts. Encore Boston Harbor is presented as a1 reportable segment considering operations within each resort have similar economic characteristics, type of customers, types of services and products, the regulatory environment of the operations and the Company's organizational and management reporting structure.segment.

The Company also reviews construction and development activities for each of its projects under development, in addition to its reportable segments. ~~The Company separately identifies assets for its Encore Boston Harbor development project.~~ Other Macau primarily represents the assets for the Company's Macau holding company.



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~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

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

Three Months Ended March 31,
2019 2018
Operating revenues
   Macau Operations:
Wynn Palace $ 726,622
$ 665,846
Wynn Macau 523,891
618,241
              Total Macau Operations 1,250,513
1,284,087
    Las Vegas Operations 401,033
431,491
Total $ 1,651,546
$ 1,715,578
Adjusted Property EBITDA (1)

   Macau Operations:
Wynn Palace $ 222,586
$ 211,911
Wynn Macau 163,889
209,822
              Total Macau Operations 386,475
421,733
    Las Vegas Operations 108,302
142,596
Total 494,777
564,329
Other operating expenses
Litigation settlement —
463,557
Pre-opening 27,713
10,345
Depreciation and amortization 136,557
136,357
Property charges and other 2,774
3,051
Corporate expenses and other 62,549
25,009
Stock-based compensation (2)
10,008
7,304
Total other operating expenses 239,601
645,623
Operating income (loss) 255,176
(81,294 )
Other non-operating income and expenses
Interest income 7,287
7,220
Interest expense, net of amounts capitalized (93,180 ) (98,227 )
Change in derivatives fair value (1,509 ) —
Change in Redemption Note fair value —
(69,331 )
Gain on extinguishment of debt —
2,329
Other (6,358 ) (9,220 )
Total other non-operating income and expenses (93,760 ) (167,229 )
Income before income taxes 161,416
(248,523 )
Benefit (provision) for income taxes (1,685 ) 111,045
Net income (loss) 159,731
(137,478 )
Net income attributable to noncontrolling interests (54,859 ) (66,829 )
Net income (loss) attributable to Wynn Resorts, Limited $ 104,872
$ (204,307 )

~~(1)~~

"Adjusted Property EBITDA" is net income (loss) before interest, income taxes, depreciation and amortization, litigation settlement expense, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other, stock-based compensation, gain on extinguishment of debt, change in derivatives fair value, change in Redemption Note fair value 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. The Company also presents Adjusted Property EBITDA because it is used by some investors as a way 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 pre-



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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(Unaudited)~~(unaudited)

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Operating revenues
Macau Operations:
Wynn Palace
Casino	$	497,657	$	625,586	$	1,649,377	$	1,719,072
Rooms	44,884		44,296		131,382		125,461
Food and beverage	30,256		27,619		87,691		80,519
Entertainment, retail and other (1)	25,374		33,071		85,259		91,952
	598,171		730,572		1,953,709		2,017,004
Wynn Macau
Casino	408,820		503,557		1,340,266		1,515,859
Rooms	26,740		28,091		82,071		83,575
Food and beverage	19,584		17,693		60,688		55,193
Entertainment, retail and other (1)	19,137		30,279		61,621		86,518
	474,281		579,620		1,544,646		1,741,145
Total Macau Operations	1,072,452		1,310,192		3,498,355		3,758,149

Las Vegas Operations:
Casino	87,002		92,886		318,439		329,264
Rooms	116,072		110,657		362,715		350,369
Food and beverage	149,708		148,562		438,525		445,251
Entertainment, retail and other (1)	46,724		46,775		145,002		147,041
Total Las Vegas Operations	399,506		398,880		1,264,681		1,271,925

Encore Boston Harbor:
Casino	114,885		—		127,886		—
Rooms	18,180		—		19,785		—
Food and beverage	28,960		—		32,845		—
Entertainment, retail and other (1)	13,779		—		14,088		—
Total Encore Boston Harbor	175,804		—		194,604		—

Total operating revenues	$	1,647,762	$	1,709,072	$	4,957,640	$	5,030,074



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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Adjusted Property EBITDA (2)
Macau Operations:
Wynn Palace	$	162,167		$	226,141		$	551,918		$	617,317
Wynn Macau	138,989			182,928			478,751			565,677
Total Macau Operations	301,156			409,069			1,030,669			1,182,994
Las Vegas Operations	88,046			95,298			333,747			362,051
Encore Boston Harbor	7,744			—			7,890			—
Total	396,946			504,367			1,372,306			1,545,045
Other operating expenses
Litigation settlement	—			—			—			463,557
Pre-opening	1,616			13,714			99,212			35,255
Depreciation and amortization	172,998			137,458			449,824			411,685
Property charges and other	8,216			18,830			17,920			30,672
Corporate expenses and other	26,005			31,763			123,849			86,350
Stock-based compensation (3)	10,276			11,619			29,774			28,265
Total other operating expenses	219,111			213,384			720,579			1,055,784
Operating income	177,835			290,983			651,727			489,261
Other non-operating income and expenses
Interest income	6,427			6,948			19,979			21,029
Interest expense, net of amounts capitalized	(114,652		)	(93,007		)	(300,981		)	(281,132		)
Change in derivatives fair value	(2,101		)	(54		)	(6,914		)	(54		)
Change in Redemption Note fair value	—			—			—			(69,331		)
(Loss) gain on extinguishment of debt	(12,196		)	(198		)	(12,196		)	2,131
Other	(8,703		)	11,216			(3,346		)	1,039
Total other non-operating income and expenses	(131,225		)	(75,095		)	(303,458		)	(326,318		)
Income before income taxes	46,610			215,888			348,269			162,943
Benefit (provision) for income taxes	(19,727		)	3,884			(19,421		)	124,631
Net income	26,883			219,772			328,848			287,574
Net income attributable to noncontrolling interests	(30,379		)	(63,657		)	(132,921		)	(180,010		)
Net income (loss) attributable to Wynn Resorts, Limited	$	(3,496	)	$	156,115		$	195,927		$	107,564

(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, litigation settlement expense, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other, stock-based compensation, (loss) gain on extinguishment of debt, change in derivatives fair value, change in Redemption Note fair value 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. The Company also presents 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 pre-opening 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 ~~(loss)~~ as an indicator of the Company's 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. The Company has 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, ~~Wynn Resorts'~~the Company's calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.


~~(2)~~	~~Excludes $0.3 million included in pre-opening expenses for the three months ended March 31, 2019.~~

(3) Excludes $0.7 million included in pre-opening expenses for the nine months ended September 30, 2019, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2018, respectively.

March 31,
2019 December 31,
2018
Assets
Macau Operations:
Wynn Palace $ 3,847,889
$ 3,858,904
Wynn Macau 1,588,194
1,903,921
Other Macau 67,983
68,487
Total Macau Operations 5,504,066
5,831,312
Las Vegas Operations 2,966,222
2,792,508
Encore Boston Harbor 2,111,095
1,865,286
Corporate and other 2,579,844
2,727,163
Total $ 13,161,227
$ 13,216,269



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



	September 30, 2019		December 31, 2018
Assets
Macau Operations:
Wynn Palace	$	3,730,804	$	3,858,904
Wynn Macau	1,680,088		1,903,921
Other Macau	71,485		68,487
Total Macau Operations	5,482,377		5,831,312
Las Vegas Operations	2,835,398		2,792,508
Encore Boston Harbor	2,481,267		1,865,286
Corporate and other	2,478,016		2,727,163
Total	$	13,277,058	$	13,216,269



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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, 2018. 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, owner and operator of destination casino resorts. In the Macau Special Administrative Region of the People's Republic of China ("Macau"), we own approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts, which we refer to as our Macau Operations. In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. Additionally, we are 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"). We refer to Wynn Las Vegas and the Retail Joint Venture as our Las Vegas Operations. ~~We are currently constructing~~On June 23, 2019, we opened Encore Boston Harbor, an integrated ~~casino~~ resort in Everett, Massachusetts. ~~We present the operating results of our three resorts in the following segments: Wynn Palace, Wynn Macau, and Las Vegas Operations.~~

Macau Operations

We operate our Macau Operations under a 20-year casino concession agreement granted by the Macau government in June 2002. We lease from the Macau government approximately 51 acres of land in the Cotai area of Macau where Wynn Palace is located and 16 acres of land in downtown Macau's inner harbor where Wynn Macau is located.

Wynn Palace features the following as of ~~March 31,~~September 30, 2019:

Approximately 424,000 square feet of casino space, offering 24-hour gaming and a full range of games with ~~326~~381 table games and ~~1,135~~1,137 slot machines, private gaming salons and sky casinos;

A luxury hotel with a total of 1,706 guest rooms, suites and villas;

14 food and beverage outlets;

Approximately 106,000 square feet of high-end, brand-name retail space;

Approximately 37,000 square feet of meeting and convention space;

Recreation and leisure facilities, including a gondola ride, health club, spa, salon and pool; and

Public attractions including a performance lake, floral art displays and fine art displays.

Wynn Macau features the following as of ~~March 31,~~September 30, 2019:

Approximately 272,000 square feet of casino space, offering 24-hour gaming and a full range of games with ~~328~~329 table games and ~~865~~706 slot machines, private gaming salons, sky casinos and a poker pit;

Two luxury hotel towers with a total of ~~1,008~~1,010 guest rooms and suites;

12 food and beverage outlets;

Approximately 59,000 square feet of high-end, brand-name retail space;

Approximately 31,000 square feet of meeting and convention space;

Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and

A rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions.

In response to our evaluation of our Macau Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to these resorts.



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Las Vegas Operations

Wynn Las Vegas is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip.

Wynn Las Vegas features the following as of ~~March 31,~~September 30, 2019:

Approximately 194,000 square feet of casino space, offering 24-hour gaming and a full range of games with ~~233~~236 table games and ~~1,804~~1,789 slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book;

Two luxury hotel towers with a total of 4,748 guest rooms, suites and villas;

33 food and beverage outlets;

Approximately 160,000 square feet of high-end, brand-name retail space (the majority of which is owned and operated by the Retail Joint Venture);

Approximately 290,000 square feet of meeting and convention space;

~~Three~~Two nightclubs and a beach club;

Recreation and leisure facilities, including swimming pools, private cabanas, two full service spas and salons, and a wedding chapel; and

A specially designed theater presenting "Le Rêve—The Dream," a water-based theatrical production and a theater presenting entertainment productions and various headliner entertainment acts.

In response to our evaluation of our Las Vegas Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to this resort.

~~Construction and Development Opportunities~~Encore Boston Harbor

~~We are currently constructing~~On June 23, 2019, the Company opened Encore Boston Harbor, an integrated ~~casino~~ resort in Everett, Massachusetts, adjacent to Boston along the Mystic ~~River. The resort will contain~~River, which occupies approximately 33 acres of land.

Encore Boston Harbor features the following as of September 30, 2019:

Approximately 210,000 square feet of casino space, offering 24-hour gaming and a full range of games with 145 table games and 3,101 slot machines, private and high-limit gaming areas, and a poker room;

A luxury hotel tower with a ~~waterfront boardwalk,~~total of 671 guest rooms and suites;

13 food and beverage outlets;

One nightclub;

Approximately 8,000 square feet of retail space;

Approximately 71,000 square feet of meeting and convention ~~space, casino space,~~space;

Recreation and leisure facilities, including a spa ~~retail offerings~~ and ~~food~~salon; and ~~beverage outlets. The total project budget,~~

Public attractions including ~~gaming license fees, construction costs, capitalized interest, pre-opening expenses~~a waterfront park, floral displays, and ~~land costs, is estimated~~water shuttle service to ~~be approximately $2.6 billion. As~~downtown Boston.

In response to our evaluation of ~~March 31, 2019, we have incurred $2.26 billion in total project costs. We expect to open~~ Encore Boston Harbor ~~in mid-2019.~~and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to this resort.

Construction and Development Opportunities

We recently completed our reconfiguration of the Wynn Las Vegas golf course and opened the golf course on October 11, 2019. We are ~~currently~~ constructing an approximately 430,000 square foot meeting and convention facility at Wynn Las ~~Vegas~~Vegas. The facility will feature approximately 217,000 square feet of state-of-the-art meeting and ~~have begun construction activities in connection with the reconfiguration of the Wynn Las Vegas golf course, which we closed in the fourth quarter of 2017.~~convention space available for group reservations. Based on current designs, we estimate the total project budget to be approximately ~~$425~~$425.0 million. As of ~~March 31,~~September 30, 2019, we have incurred ~~$181.5~~$302.7 million in total project costs. We expect to ~~reopen the golf course in the fourth quarter of 2019 and~~ open the additional meeting and convention space in the first quarter of 2020.



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We ~~have begun a reconfiguration of~~are currently reconfiguring the ~~current Wynn Club gaming area~~West Casino at Wynn Macau. When completed, the enhanced space will consist of approximately 4044 mass market table games, a refurbished high-limit slot area, two new restaurants and approximately 7,000 square feet of retail space, and will provide for improved pedestrian access from the boardwalk. We estimate the total project budget to be approximately ~~$62~~$70.0 million. We expect to complete the gaming enhancements and open the new restaurants ~~and retail space~~ in the fourth quarter of ~~2019.~~2019, and we expect to open the new retail space at varying times in the fourth quarter of 2019 and first quarter of 2020.

We are in the preliminary planning and design stages of developing the Crystal Pavilion at Wynn Palace. We expect the Crystal Pavilion will become a unique world-class cultural destination, incorporating an art museum, an immersive theater and interactive installations, an expansive food hall, additional hotel rooms, and several signature entertainment features. We estimate construction of the initial phase of the Crystal Pavilion will begin in late 2021.

We are exploring various development opportunities with respect to the approximately 38 acres of land located on the Las Vegas Strip directly across from Wynn Las Vegas.

We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide.



	28

~~Table of Contents~~

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

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.

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%.



	31

Table of Contents

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.~~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 in Las Vegas.~~percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage ~~in Las Vegas~~ is ~~22%~~16% to ~~26%~~20%.



	29

~~Table of Contents~~

Results of Operations

~~Financial~~Summary of third quarter 2019 results ~~for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.~~

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


	Three Months Ended March 31,										Three Months Ended September 30,										Nine Months Ended September 30,
	2019		2018			Increase/ (Decrease)			Percent Change		2019			2018		Increase/ (Decrease)			Percent Change		2019		2018		Increase/ (Decrease)			Percent Change
Operating revenues	$	1,651,546	$	1,715,578		$	(64,032	)	(3.7	)	$	1,647,762		$	1,709,072	$	(61,310	)	(3.6	)	$	4,957,640	$	5,030,074	$	(72,434	)	(1.4	)
Net income (loss) attributable to Wynn Resorts, Limited	104,872		(204,307		)	309,179			151.3		(3,496		)	156,115		(159,611		)	(102.2	)	195,927		107,564		88,363			82.1
Diluted net income (loss) per share	0.98		(1.99		)	2.97			149.2		(0.03		)	1.44		(1.47		)	(102.1	)	1.83		1.01		0.82			81.2
Adjusted Property EBITDA (1)	494,777		564,329			(69,552		)	(12.3	)	396,946			504,367		(107,421		)	(21.3	)	1,372,306		1,545,045		(172,739		)	(11.2	)

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

The decrease in operating revenues for the three months ended September 30, 2019 was primarily driven by decreases of ~~$94.4~~$132.4 million and ~~$30.5~~$105.3 million from Wynn Palace and Wynn Macau, ~~and our Las Vegas Operations, respectively, partially offset by an increase of $60.8 million~~respectively. Operating revenues from ~~Wynn Palace.~~Encore Boston Harbor were $175.8 million.

The ~~increase~~decrease in net income (loss) attributable to Wynn Resorts, Limited for the three months ended September 30, 2019 was primarily ~~due to~~driven by a ~~litigation settlement of $463.6 million, partially offset by an income tax benefit of $111.0 million, recorded~~decrease in ~~the first quarter of 2018.~~VIP turnover and VIP table games win at our Macau Operations and increased depreciation expense from Encore Boston Harbor.

The decrease in Adjusted Property EBITDA for the three months ended September 30, 2019 was driven by decreases of ~~$45.9~~$64.0 million, $43.9 million, and ~~$34.3~~$7.3 million from Wynn Palace, Wynn Macau and our Las Vegas Operations, ~~respectively, partially offset by an increase of $10.7 million~~respectively. Adjusted Property EBITDA from ~~Wynn Palace.~~Encore Boston Harbor was $7.7 million.

~~Operating revenues~~

~~The following table presents operating revenues from our Macau and Las Vegas Operations (dollars in thousands):~~

Three Months Ended March 31,
2019 2018 Increase/ (Decrease)
Percent
Change
Operating revenues
   Macau Operations:
Wynn Palace $ 726,622
$ 665,846
$ 60,776
9.1
Wynn Macau 523,891
618,241
(94,350 ) (15.3 )
   Total Macau Operations 1,250,513
1,284,087
(33,574 ) (2.6 )
   Las Vegas Operations 401,033
431,491
(30,458 ) (7.1 )
$ 1,651,546
$ 1,715,578
$ (64,032 ) (3.7 )

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

Three Months Ended March 31,
2019 2018 Increase/ (Decrease)
Percent
Change
Operating revenues
Casino revenues $ 1,185,101
$ 1,242,139
$ (57,038 ) (4.6 )
Non-casino revenues:

          Rooms 191,270
190,310
960
0.5
          Food and beverage 173,219
172,222
997
0.6
          Entertainment, retail and other 101,956
110,907
(8,951 ) (8.1 )
            Total non-casino revenues 466,445
473,439
(6,994 ) (1.5 )
$ 1,651,546
$ 1,715,578
$ (64,032 ) (3.7 )

Casino revenues for the three months ended March 31, 2019 were 71.8% of operating revenues, compared to 72.4% for the same period of 2018. Non-casino revenues for the three months ended March 31, 2019 were 28.2% of operating revenues, compared to 27.6% for the same period of 2018.

Casino revenues decreased primarily due to decreased VIP turnover at Wynn Palace and Wynn Macau and decreased table drop at our Las Vegas Operations, partially offset by increased VIP win as a percentage of turnover at Wynn Palace. The table below sets forth our casino revenues and associated key operating measures for our Macau and Las Vegas Operations (dollars in thousands, except for win per unit per day):

Three Months Ended March 31,
2019 2018
Increase/
(Decrease)

Percent
Change
Macau Operations:
Wynn Palace:
Total casino revenues $ 623,175
$ 568,460
$ 54,715
9.6
VIP:
Average number of table games 111
115
(4 ) (3.5 )
VIP turnover $ 12,627,262
$ 15,385,833
$ (2,758,571 ) (17.9 )
VIP table games win $ 493,184
$ 399,891
$ 93,293
23.3
VIP win as a % of turnover 3.91 % 2.60 % 1.31

Table games win per unit per day $ 49,156
$ 38,533
$ 10,623
27.6
Mass market:
Average number of table games 211
211
—
—
Table drop $ 1,303,924
$ 1,217,201
$ 86,723
7.1
Table games win $ 315,469
$ 310,159
$ 5,310
1.7
Table games win % 24.2 % 25.5 % (1.3 )
Table games win per unit per day $ 16,646
$ 16,341
$ 305
1.9
Average number of slot machines 1,091
1,062
29
2.7
Slot machine handle $ 975,048
$ 1,058,096
$ (83,048 ) (7.8 )
Slot machine win $ 51,401
$ 55,785
$ (4,384 ) (7.9 )
Slot machine win per unit per day $ 524
$ 584
$ (60 ) (10.3 )
Wynn Macau:
Total casino revenues $ 450,242
$ 539,035
$ (88,793 ) (16.5 )
VIP:
Average number of table games 113
114
(1 ) (0.9 )
VIP turnover $ 10,194,031
$ 17,087,455
$ (6,893,424 ) (40.3 )
VIP table games win $ 295,298
$ 445,189
$ (149,891 ) (33.7 )
VIP win as a % of turnover 2.90 % 2.61 % 0.29

Table games win per unit per day $ 29,099
$ 43,531
$ (14,432 ) (33.2 )
Mass market:
Average number of table games 206
203
3
1.5
Table drop $ 1,351,693
$ 1,322,815
$ 28,878
2.2
Table games win $ 264,542
$ 256,481
$ 8,061
3.1
Table games win % 19.6 % 19.4 % 0.2

Table games win per unit per day $ 14,283
$ 14,042
$ 241
1.7
Average number of slot machines 826
939
(113 ) (12.0 )
Slot machine handle $ 794,367
$ 1,002,819
$ (208,452 ) (20.8 )
Slot machine win $ 37,894
$ 41,765
$ (3,871 ) (9.3 )
Slot machine win per unit per day $ 510
$ 494
$ 16
3.2

Three Months Ended March 31,
2019 2018 Increase/
(Decrease) Percent
Change
Las Vegas Operations:
Total casino revenues $ 111,684
$ 134,644
$ (22,960 ) (17.1 )
Average number of table games 238
238
—
—
Table drop $ 404,073
$ 536,581
$ (132,508 ) (24.7 )
Table games win $ 111,370
$ 154,433
$ (43,063 ) (27.9 )
Table games win % 27.6 % 28.8 % (1.2 )
Table games win per unit per day $ 5,198
$ 7,212
$ (2,014 ) (27.9 )
Average number of slot machines 1,807
1,829
(22 ) (1.2 )
Slot machine handle $ 789,310
$ 744,133
$ 45,177
6.1
Slot machine win $ 54,544
$ 49,264
$ 5,280
10.7
Slot machine win per unit per day $ 335
$ 299
$ 36
12.2

~~Non-casino revenues~~

~~The table below sets forth our room revenues and associated key operating measures for our Macau and Las Vegas Operations:~~

Three Months Ended March 31,
2019 2018 Increase/
(Decrease) Percent Change
Macau Operations:
Wynn Palace:

Total room revenues (dollars in thousands) $ 43,314
$ 40,441
$ 2,873
7.1
Occupancy 97.2 % 96.8 % 0.4

ADR $ 271
$ 252
$ 19
7.7
REVPAR $ 264
$ 244
$ 20
8.2
Wynn Macau:
Total room revenues (dollars in thousands) $ 28,867
$ 28,412
$ 455
1.6
Occupancy 99.3 % 99.0 % 0.3

ADR $ 290
$ 291
$ (1 ) (0.4 )
REVPAR $ 288
$ 288
$ —
—
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 119,089
$ 121,457
$ (2,368 ) (1.9 )
Occupancy 82.6 % 83.9 % (1.3 )
ADR $ 338
$ 340
$ (2 ) (0.6 )
REVPAR $ 279
$ 285
$ (6 ) (2.1 )

~~Food and beverage revenues increased $1.0 million, primarily driven by increased covers at our high-volume restaurants at our Macau Operations.~~

~~Entertainment, retail and other revenues decreased $9.0 million, primarily due to decreased sales at owned retail outlets at Wynn Macau.~~

Financial results for the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

Operating ~~expenses~~revenues

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

Three Months Ended March 31,
2019 2018 Increase / (Decrease) Percent Change
Operating expenses:
Casino $ 750,071
$ 764,401
$ (14,330 ) (1.9 )
Rooms 63,706
63,197
509
0.8
Food and beverage 148,761
137,658
11,103
8.1
Entertainment, retail and other 44,044
48,030
(3,986 ) (8.3 )
General and administrative 217,322
169,585
47,737
28.1
Litigation settlement —
463,557
(463,557 ) (100.0 )
Provision for doubtful accounts 5,422
691
4,731
684.7
Pre-opening 27,713
10,345
17,368
167.9
Depreciation and amortization 136,557
136,357
200
0.1
Property charges and other 2,774
3,051
(277 ) (9.1 )
Total operating expenses $ 1,396,370
$ 1,796,872
$ (400,502 ) (22.3 )



	Three Months Ended September 30,
	2019		2018		Increase/ (Decrease)			Percent Change
Operating revenues
Macau Operations:
Wynn Palace	$	598,171	$	730,572	$	(132,401	)	(18.1	)
Wynn Macau	474,281		579,620		(105,339		)	(18.2	)
Total Macau Operations	1,072,452		1,310,192		(237,740		)	(18.1	)
Las Vegas Operations	399,506		398,880		626			0.2
Encore Boston Harbor (1)	175,804		—		175,804			—
	$	1,647,762	$	1,709,072	$	(61,310	)	(3.6	)

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



	Three Months Ended September 30,
	2019		2018		Increase/ (Decrease)			Percent Change
Operating revenues
Casino revenues	$	1,108,364	$	1,222,029	$	(113,665	)	(9.3	)
Non-casino revenues:
Rooms	205,876		183,044		22,832			12.5
Food and beverage	228,508		193,874		34,634			17.9
Entertainment, retail and other	105,014		110,125		(5,111		)	(4.6	)
Total non-casino revenues	539,398		487,043		52,355			10.7
	$	1,647,762	$	1,709,072	$	(61,310	)	(3.6	)



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



Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - ~~March 31,~~September 30, 2019 (unaudited) and December 31, 2018	3
	Condensed Consolidated Statements of Operations (unaudited) - Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) - Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	6
	Condensed Consolidated Statements of Cash Flows (unaudited) - ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	78
	Notes to Condensed Consolidated Financial Statements (unaudited)	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2729
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3950
Item 4.	Controls and Procedures	4051

Part II.	Other Information
Item 1.	Legal Proceedings	4152
Item 1A.	Risk Factors	4152
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4152
Item 5.	Other Information	4252
Item 6.	Exhibits	4353
Signature		4454



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



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


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,822,891		$	2,215,001		$	1,676,110		$	2,215,001
Receivables, net	259,804			276,644			286,611			276,644
Inventories	67,373			66,627			80,486			66,627
Prepaid expenses and other	91,759			83,104			68,045			83,104
Total current assets	2,241,827			2,641,376			2,111,252			2,641,376
Property and equipment, net	9,361,912			9,385,920			9,621,268			9,385,920
Restricted cash	3,902			4,322			6,182			4,322
Intangible assets, net	133,837			222,506			148,972			222,506
Operating lease assets	444,092			—			444,157			—
Deferred income taxes, net	736,528			736,452			719,614			736,452
Other assets	239,129			225,693			225,613			225,693
Total assets	$	13,161,227		$	13,216,269		$	13,277,058		$	13,216,269
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and construction payables	$	345,527		$	321,796		$	292,140		$	321,796
Customer deposits	916,090			955,450			956,744			955,450
Gaming taxes payable	226,454			247,341			188,496			247,341
Accrued compensation and benefits	126,521			163,966			162,752			163,966
Accrued interest	75,839			61,595			74,340			61,595
Current portion of long-term debt	36,470			11,960			116,118			11,960
Other accrued liabilities	151,029			119,955			139,794			119,955
Total current liabilities	1,877,930			1,882,063			1,930,384			1,882,063
Long-term debt	9,133,562			9,411,140			9,421,845			9,411,140
Long-term operating lease liabilities	140,461			—			149,970			—
Other long-term liabilities	94,031			108,277			108,980			108,277
Total liabilities	11,245,984			11,401,480			11,611,179			11,401,480
Commitments and contingencies (Note 14)
Stockholders' equity:
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; 122,588,826 and 122,115,585 shares issued; 107,660,449 and 107,232,026 shares outstanding, respectively	1,226			1,221
Treasury stock, at cost; 14,928,377 and 14,883,559 shares, respectively	(1,349,413		)	(1,344,012		)
Common stock, par value $0.01; 400,000,000 shares authorized; 122,826,131 and 122,115,585 shares issued; 107,362,502 and 107,232,026 shares outstanding, respectively							1,228			1,221
Treasury stock, at cost; 15,463,629 and 14,883,559 shares, respectively							(1,409,717		)	(1,344,012		)
Additional paid-in capital	2,483,026			2,457,079			2,507,870			2,457,079
Accumulated other comprehensive loss	(2,591		)	(1,950		)	(2,700		)	(1,950		)
Retained earnings	945,972			921,785			822,070			921,785
Total Wynn Resorts, Limited stockholders' equity	2,078,220			2,034,123			1,918,751			2,034,123
Noncontrolling interests	(162,977		)	(219,334		)	(252,872		)	(219,334		)
Total stockholders' equity	1,915,243			1,814,789			1,665,879			1,814,789
Total liabilities and stockholders' equity	$	13,161,227		$	13,216,269		$	13,277,058		$	13,216,269


	Foreign currency translation			Accumulated other comprehensive loss			Foreign currency translation
January 1, 2019	$	(1,950	)	$	(1,950	)	$	(1,950	)
Change in net unrealized loss	(641		)	(641		)	(750		)
Other comprehensive loss	(641		)	(641		)	(750		)
March 31, 2019	$	(2,591	)	$	(2,591	)
September 30, 2019							$	(2,700	)


	Foreign currency translation			Unrealized loss on investment securities			Redemption Note			Accumulated other comprehensive loss			Foreign currency translation			Unrealized loss on investment securities			Redemption Note			Total
January 1, 2018	$	(553	)	$	(1,292	)	$	—		$	(1,845	)	$	(553	)	$	(1,292	)	$	—		$	(1,845	)
Cumulative credit risk adjustment (1)	—			—			(9,211		)	(9,211		)	—			—			(9,211		)	(9,211		)
Change in net unrealized loss	(1,321		)	(1,339		)	7,690			5,030			(1,530		)	(1,510		)	7,690			4,650
Amounts reclassified to net loss (2)	—			2,631			1,521			4,152
Amounts reclassified to net income (2)													—			2,802			1,521			4,323
Other comprehensive income (loss)	(1,321		)	1,292			9,211			9,182			(1,530		)	1,292			9,211			8,973
March 31, 2018	$	(1,874	)	$	—		$	—		$	(1,874	)
September 30, 2018													$	(2,083	)	$	—		$	—		$	(2,083	)



Three months ended March 31, 2019	Macau Operations		Las Vegas Operations		Total
Casino	$	1,073,417	$	111,684	$	1,185,101
Rooms	72,181		119,089		191,270
Food and beverage	49,600		123,619		173,219
Entertainment, retail and other (1)	55,315		46,641		101,956
Total operating revenues	$	1,250,513	$	401,033	$	1,651,546

Three months ended March 31, 2018
Casino	$	1,107,495	$	134,644	$	1,242,139
Rooms	68,853		121,457		190,310
Food and beverage	46,385		125,837		172,222
Entertainment, retail and other (1)	61,354		49,553		110,907
Total operating revenues	$	1,284,087	$	431,491	$	1,715,578



	March 31, 2019		December 31, 2018		Increase (decrease)			March 31, 2018		December 31, 2017		Increase (decrease)
Casino outstanding chips and front money deposits (1)	$	863,160	$	905,561	$	(42,401	)	$	983,538	$	991,957	$	(8,419	)
Advance room deposits and ticket sales (2)	47,128		42,197		4,931			45,229		48,065		(2,836		)
Other gaming-related liabilities (3)	7,904		12,694		(4,790		)	9,393		12,765		(3,372		)
Loyalty program and related liabilities (4)	16,504		18,148		(1,644		)	20,455		18,421		2,034
	$	934,696	$	978,600	$	(43,904	)	$	1,058,615	$	1,071,208	$	(12,593	)



	Operating Leases		Finance Leases
Period
Nine months ended December 31, 2019	$	21,652	$	742
Year ended December 31, 2020	20,192		989
Year ended December 31, 2021	16,752		989
Year ended December 31, 2022	15,660		989
Year ended December 31, 2023	15,016		989
Thereafter	467,935		66,742
Total undiscounted cash flows	$	557,207	$	71,440
Present value
Short-term lease liabilities	$	18,191	$	—
Long-term lease liabilities	140,461		16,554
Total lease liabilities	$	158,652	$	16,554
Interest on lease liabilities	$	398,555	$	54,886


	Three Months Ended March 31,						Nine Months Ended September 30,
Cash Flows - Summary	2019			2018			2019			2018
Net cash provided by (used in) operating activities	$	263,858		$	(53,646	)
Net cash provided by operating activities							$	779,885		$	497,889
Net cash used in investing activities:
Capital expenditures, net of construction payables and retention	(310,279		)	(514,536		)	(878,335		)	(1,154,255		)
Purchase of intangible and other assets	(1,000		)	(32,040		)	(6,000		)	(102,388		)
Proceeds from the sale or maturity of investment securities	—			227,668			—			359,461
Purchase of investment securities	—			(89,298		)	—			(34,098		)
Proceeds from sale of assets	404			93			592			2,387
Net cash used in investing activities	(310,875		)	(408,113		)	(883,743		)	(928,893		)

Net cash used in financing activities
Net cash used in financing activities:
Proceeds from issuance of long-term debt	250,000			1,673,605			2,549,072			2,288,605
Repayments of long-term debt	(500,503		)	(1,977,045		)	(2,443,367		)	(3,030,526		)
Proceeds from note receivable from sale of ownership interest in subsidiary	—			75,000			—			75,000
Proceeds from issuance of common stock, net of issuance costs							—			915,187
Repurchase of common stock	(5,401		)	(499		)	(65,705		)	(2,805		)
Finance lease payment							(36		)	—
Proceeds from exercise of stock options	4,064			4,828			14,696			20,313
Dividends paid	(80,773		)	(51,456		)	(460,139		)	(350,694		)
Distribution to noncontrolling interest							(3,725		)	(301,113		)
Payments to acquire derivatives							—			(3,900		)
Payments for financing costs	(10,496		)	(31,680		)	(22,359		)	(33,787		)
Net cash used in financing activities	(343,109		)	(307,247		)	(431,563		)	(423,720		)

Effect of exchange rate on cash, cash equivalents and restricted cash	(2,404		)	(3,949		)	(1,610		)	1,090
Decrease in cash, cash equivalents and restricted cash	$	(392,530	)	$	(772,955	)	$	(537,031	)	$	(853,634	)


	Total Cash and Cash Equivalents		Revolver Borrowing Capacity		Total Cash and Cash Equivalents		Revolver Borrowing Capacity
Wynn Macau, Limited	$	899,760	$	622,298	$	947,206	$	298,322
Wynn America, LLC	155,604		357,250
Wynn Resorts Finance, LLC					17,001		806,950
Wynn Resorts, Limited and other	767,527		—		712,625		—
Total cash and cash equivalents	$	1,822,891	$	979,548	$	1,676,832	$	1,105,272



	1011



	1112



For the Month Ended	Number of Shares Repurchased	Weighted Average Price Paid Per Share		Shares Repurchased as Part of a Publicly Announced Program	Approximate Dollar Value Remaining Under the Program (in thousands) (1)
July 31, 2019	—	$	—	—	$	828,366
August 31, 2019	269,617	$	104.63	269,617	$	800,149
September 30, 2019	—	$	—	—	$	800,149



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		Eighth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
*4.1		Indenture, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
*10.1		~~Incremental Joinder~~Credit Agreement, ~~No. 1,~~ dated as of ~~March 8,~~September 20, 2019, by and among Wynn Resorts ~~Limited,~~Finance, LLC, as borrower, ~~Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC,~~the subsidiaries of borrower party hereto, as ~~Guarantors, and~~guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.
*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 18 U.S.C. Section 1350.
*101		The following ~~financial information~~material from ~~the Company's~~Wynn Resorts, Limited's Quarterly Report on Form 10-Q, ~~for the quarter ended March 31, 2019, filed with the SEC on May 2, 2019~~ formatted in Inline XBRL (Inline Extensible Business Reporting ~~Language (XBRL)~~Language): (i) the Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2019 and December 31, ~~2018,~~2018; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~2018,~~2018; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~2018,~~2018; (iv) the Condensed Consolidated Statements of Stockholders' Equity ~~as of March 31,~~for the three and nine months ended September 30, 2019 and ~~2018,~~2018; (v) the Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and ~~2018,~~2018; 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

Dated: ~~May 9,~~November 6, 2019	By:	/s/ Craig S. Billings
	Craig S. Billings
	President, Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company