~~Table of Contents~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020



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

For the transition period from to

Commission File No. 000-50028

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)



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

3131 Las Vegas Boulevard South - Las Vegas,, Nevada89109

(Address of principal executive offices) (Zip Code)

(~~702~~) (702) 770-7555

(Registrant's telephone number, including area code)

N/A

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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



Class						Outstanding at ~~October 31, 2019~~April 27, 2020
Common stock, par value $0.01						~~107,354,606~~107,868,264

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-Q

INDEX



Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - ~~September 30, 2019~~March 3 1 , 20 20 (unaudited) and December 31, ~~2018~~2019	3
	Condensed Consolidated Statements of Operations (unaudited) - Three ~~and Nine~~ Months Ended ~~September 30, 2019~~March 3 1 , 20 20 and ~~2018~~20 19	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three Months End ed March 3 1 , 20 20 and ~~Nine Months Ended September 30, 2019 and 2018~~20 19	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) - Three ~~and Nine~~ Months Ended ~~September 30, 2019~~March 3 1 , 20 20 and ~~2018~~201 9	6
	Condensed Consolidated Statements of Cash Flows (unaudited) - ~~Nine~~Three Months Ended ~~September 30, 2019~~March 3 1 , 20 20 and ~~2018~~20 19	87
	Notes to Condensed Consolidated Financial Statements (unaudited)	98
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2923
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5038
Item 4.	Controls and Procedures	5139

Part II.	Other Information
Item 1.	Legal Proceedings	5240
Item 1A.	Risk Factors	5240
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5241
Item 5.	Other Information	5241
Item 6.	Exhibits	5342
Signature			5443



			2

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30,
2019 December 31,
2018
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,676,110
$ 2,215,001
Receivables, net 286,611
276,644
Inventories 80,486
66,627
Prepaid expenses and other 68,045
83,104
Total current assets 2,111,252
2,641,376
Property and equipment, net 9,621,268
9,385,920
Restricted cash 6,182
4,322
Intangible assets, net 148,972
222,506
Operating lease assets 444,157
—
Deferred income taxes, net 719,614
736,452
Other assets 225,613
225,693
Total assets $ 13,277,058
$ 13,216,269
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and construction payables $ 292,140
$ 321,796
Customer deposits 956,744
955,450
Gaming taxes payable 188,496
247,341
Accrued compensation and benefits 162,752
163,966
Accrued interest 74,340
61,595
Current portion of long-term debt 116,118
11,960
Other accrued liabilities 139,794
119,955
Total current liabilities 1,930,384
1,882,063
Long-term debt 9,421,845
9,411,140
Long-term operating lease liabilities 149,970
—
Other long-term liabilities 108,980
108,277
Total liabilities 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; 122,826,131 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 2,507,870
2,457,079
Accumulated other comprehensive loss (2,700 ) (1,950 )
Retained earnings 822,070
921,785
Total Wynn Resorts, Limited stockholders' equity 1,918,751
2,034,123
Noncontrolling interests (252,872 ) (219,334 )
Total stockholders' equity 1,665,879
1,814,789
Total liabilities and stockholders' equity $ 13,277,058
$ 13,216,269


	March 31, 2020		December 31, 2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,880,971	$	2,351,904
Accounts receivable, net of allowance for credit losses of $59,971 and $39,317	380,771		346,429
Inventories	86,182		88,519
Prepaid expenses and other	67,440		69,485
Total current assets	3,415,364		2,856,337
Property and equipment, net	9,539,407		9,623,832
Restricted cash	4,930		6,388
Intangible assets, net	143,857		146,414
Operating lease assets	446,564		452,919
Deferred income taxes, net	487,402		562,262
Other assets	235,823		223,129
Total assets	$	14,273,347	$	13,871,281
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and construction payables	$	194,226	$	262,437
Customer deposits	913,395		824,269
Gaming taxes payable	48,348		168,043
Accrued compensation and benefits	249,092		180,140
Accrued interest	106,344		73,136
Current portion of long-term debt	235,997		323,876
Other accrued liabilities	137,435		150,983
Total current liabilities	1,884,837		1,982,884
Long-term debt	11,133,048		10,079,983
Long-term operating lease liabilities	156,120		159,182
Other long-term liabilities	106,862		107,760
Total liabilities	13,280,867		12,329,809
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, par value $0.01; 40,000,000 shares authorized; 0 shares issued and outstanding	—		—
Common stock, par value $0.01; 400,000,000 shares authorized; 123,403,105 and 122,837,930 shares issued; 107,884,163 and 107,363,943 shares outstanding, respectively	1,234		1,228
Treasury stock, at cost; 15,518,942 and 15,473,987 shares, respectively	(1,416,525)		(1,410,998)
Additional paid-in capital	2,526,062		2,512,676
Accumulated other comprehensive loss	(947)		(1,679)
Retained earnings	132,266		641,818
Total Wynn Resorts, Limited stockholders' equity	1,242,090		1,743,045
Noncontrolling interests	(249,610)		(201,573)
Total stockholders' equity	992,480		1,541,472
Total liabilities and stockholders' equity	$	14,273,347	$	13,871,281

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



			3

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2019			2018			2019			2018				2020		2019
Operating revenues:													Operating revenues:
Casino	$	1,108,364		$	1,222,029		$	3,435,968		$	3,564,195		Casino	$	570,789	$	1,185,101
Rooms	205,876			183,044			595,953			559,405			Rooms	152,681		191,270
Food and beverage	228,508			193,874			619,749			580,963			Food and beverage	149,414		173,219
Entertainment, retail and other	105,014			110,125			305,970			325,511			Entertainment, retail and other	80,832		101,956
Total operating revenues	1,647,762			1,709,072			4,957,640			5,030,074			Total operating revenues	953,716		1,651,546
Operating expenses:													Operating expenses:
Casino	722,692			783,171			2,197,750			2,254,766			Casino	442,690		750,071
Rooms	75,188			62,965			205,042			189,837			Rooms	73,480		63,706
Food and beverage	196,661			162,311			527,502			468,265			Food and beverage	175,910		148,761
Entertainment, retail and other	42,078			44,028			129,636			138,647			Entertainment, retail and other	45,580		44,044
General and administrative	246,442			192,327			665,988			545,543			General and administrative	234,328		217,322
Litigation settlement	—			—			—			463,557
Provision for doubtful accounts	4,036			3,285			13,039			2,586
Provision for credit losses													Provision for credit losses	20,613		5,422
Pre-opening	1,616			13,714			99,212			35,255			Pre-opening	2,551		27,713
Depreciation and amortization	172,998			137,458			449,824			411,685			Depreciation and amortization	178,746		136,557
Property charges and other	8,216			18,830			17,920			30,672			Property charges and other	27,229		2,774
Total operating expenses	1,469,927			1,418,089			4,305,913			4,540,813			Total operating expenses	1,201,127		1,396,370
Operating income	177,835			290,983			651,727			489,261
Operating income (loss)													Operating income (loss)	(247,411)		255,176
Other income (expense):													Other income (expense):
Interest income	6,427			6,948			19,979			21,029			Interest income	7,953		7,287
Interest expense, net of amounts capitalized	(114,652		)	(93,007		)	(300,981		)	(281,132		)	Interest expense, net of amounts capitalized	(128,827)		(93,180)
Change in derivatives fair value	(2,101		)	(54		)	(6,914		)	(54		)	Change in derivatives fair value	(15,660)		(1,509)
Change in Redemption Note fair value	—			—			—			(69,331		)
(Loss) gain on extinguishment of debt	(12,196		)	(198		)	(12,196		)	2,131
Loss on extinguishment of debt													Loss on extinguishment of debt	(843)		—
Other	(8,703		)	11,216			(3,346		)	1,039			Other	10,335		(6,358)
Other income (expense), net	(131,225		)	(75,095		)	(303,458		)	(326,318		)	Other income (expense), net	(127,042)		(93,760)
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
Less: net income attributable to noncontrolling interests	(30,379		)	(63,657		)	(132,921		)	(180,010		)
Income (loss) before income taxes													Income (loss) before income taxes	(374,453)		161,416
Provision for income taxes													Provision for income taxes	(75,800)		(1,685)
Net income (loss)													Net income (loss)	(450,253)		159,731
Less: net (income) loss attributable to noncontrolling interests													Less: net (income) loss attributable to noncontrolling interests	48,216		(54,859)
Net income (loss) attributable to Wynn Resorts, Limited	$	(3,496	)	$	156,115		$	195,927		$	107,564		Net income (loss) attributable to Wynn Resorts, Limited	$	(402,037)	$	104,872
Basic and diluted net income (loss) per common share:													Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:													Net income (loss) attributable to Wynn Resorts, Limited:
Basic	$	(0.03	)	$	1.44		$	1.83		$	1.01		Basic	$	(3.77)	$	0.98
Diluted	$	(0.03	)	$	1.44		$	1.83		$	1.01		Diluted	$	(3.77)	$	0.98
Weighted average common shares outstanding:													Weighted average common shares outstanding:
Basic	106,707			108,064			106,791			106,162			Basic	106,663		106,792
Diluted	106,707			108,533			107,024			106,721			Diluted	106,663		107,073
Dividends declared per common share	$	1.00		$	0.75		$	2.75		$	2.00		Dividends declared per common share	$	1.00	$	0.75

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



			4

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2020		2019
Net income (loss)	$	(450,253)	$	159,731
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax	1,015		(888)
Total comprehensive income (loss)	(449,238)		158,843
Less: comprehensive (income) loss attributable to noncontrolling interests	47,933		(54,612)
Comprehensive income (loss) attributable to Wynn Resorts, Limited	$	(401,305)	$	104,231

Three Months Ended September 30, Nine Months Ended September 30,
2019
2018 2019 2018
Net income $ 26,883
$ 219,772
$ 328,848
$ 287,574
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax (989 ) (175 ) (1,039 ) (2,121 )
Change in net unrealized (loss) gain on investment securities, before and after tax —
(19 ) —
1,292
Redemption Note credit risk adjustment, net of tax of $2,735 —
—
—
9,211
Total comprehensive income 25,894
219,578
327,809
295,956
Less: comprehensive income attributable to noncontrolling interests (30,104 ) (63,608 ) (132,632 ) (179,419 )
Comprehensive income (loss) attributable to Wynn Resorts, Limited $ (4,210 ) $ 155,970
$ 195,177
$ 116,537

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



			5

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(unaudited)


																										For the Three Months Ended March 31, 2020
	For the Three Months Ended September 30, 2019																									Common stock
	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
	Shares outstanding		Par value		Treasury stock			Additional paid-in capital		Accumulated other comprehensive loss			Retained earnings			Total Wynn Resorts, Ltd. stockholders' equity			Noncontrolling interests			Total stockholders' equity
Balances, July 1, 2019	107,610,356		$	1,228	$	(1,379,644	)	$	2,498,316	$	(1,986	)	$	932,907		$	2,050,821		$	(199,882	)	$	1,850,939
Net income (loss)	—		—		—			—		—			(3,496		)	(3,496		)	30,379			26,883
Balances, January 1, 2020																									Balances, January 1, 2020	107,363,943	$	1,228	$	(1,410,998)	$	2,512,676	$	(1,679)	$	641,818	$	1,743,045	$	(201,573)	$	1,541,472
Net loss																									Net loss	—	—		—		—		—		(402,037)		(402,037)		(48,216)		(450,253)
Currency translation adjustment	—		—		—			—		(714		)	—			(714		)	(275		)	(989		)	Currency translation adjustment	—	—		—		—		732		—		732		283		1,015
Exercise of stock options	36,000		—		—			2,151		—			—			2,151			—			2,151
Issuance of restricted stock	27,276		—		—			—		—			—			—			—			—			Issuance of restricted stock	620,745	6		—		6,086		—		—		6,092		629		6,721
Cancellation of restricted stock	(27,809	)	—		—			—		—			—			—			—			—			Cancellation of restricted stock	(55,570)	—		—		—		—		—		—		—		—
Shares repurchased by the Company and held as treasury shares	(283,321	)	—		(30,073		)	—		—			—			(30,073		)	—			(30,073		)	Shares repurchased by the Company and held as treasury shares	(44,955)	—		(5,527)		—		—		—		(5,527)		—		(5,527)
Cash dividends declared	—		—		—			—		—			(107,341		)	(107,341		)	(82,949		)	(190,290		)	Cash dividends declared	—	—		—		—		—		(107,515)		(107,515)		14		(107,501)
Distribution to noncontrolling interest	—		—		—			—		—			—			—			(998		)	(998		)
Distribution to non-controlling interest																									Distribution to non-controlling interest	—	—		—		—		—		—		—		(998)		(998)
Stock-based compensation	—		—		—			7,403		—			—			7,403			853			8,256			Stock-based compensation	—	—		—		7,300		—		—		7,300		251		7,551
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
Balances, March 31, 2020																									Balances, March 31, 2020	107,884,163	$	1,234	$	(1,416,525)	$	2,526,062	$	(947)	$	132,266	$	1,242,090	$	(249,610)	$	992,480


	For the Three Months Ended March 31, 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	—	—		—		—		—		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.



			6

Table of Contents

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(in thousands, except share data)~~

~~(unaudited)~~

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.~~



	7

~~Table of Contents~~

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,							Three Months Ended March 31,
	2019			2018				2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	328,848		$	287,574
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							Net income (loss)	$	(450,253)	$	159,731
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:							Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	449,824			411,685			Depreciation and amortization	178,746		136,557
Deferred income taxes	16,838			(123,516		)	Deferred income taxes	74,860		(76)
Stock-based compensation expense	30,444			28,762			Stock-based compensation expense	9,364		10,338
Amortization of debt issuance costs	22,171			25,241			Amortization of debt issuance costs	6,944		7,594
Loss on extinguishment of debt	12,196			2,364			Loss on extinguishment of debt	843		—
Provision for doubtful accounts	13,039			2,586
Provision for credit losses							Provision for credit losses	20,613		5,422
Change in derivatives fair value	6,914			54			Change in derivatives fair value	15,660		1,509
Change in Redemption Note fair value	—			69,331
Property charges and other	21,238			30,464			Property charges and other	16,894		9,133
Increase (decrease) in cash from changes in:							Increase (decrease) in cash from changes in:
Receivables, net	(23,046		)	(11,038		)	Receivables, net	(56,284)		11,088
Inventories, prepaid expenses and other	(17,380		)	1,145			Inventories, prepaid expenses and other	5,135		(13,939)
Customer deposits	2,355			(212,459		)	Customer deposits	71,736		(37,398)
Accounts payable and accrued expenses	(83,556		)	(14,304		)	Accounts payable and accrued expenses	(70,758)		(26,101)
Net cash provided by operating activities	779,885			497,889
Net cash (used in) provided by operating activities							Net cash (used in) provided by operating activities	(176,500)		263,858
Cash flows from investing activities:							Cash flows from investing activities:
Capital expenditures, net of construction payables and retention	(878,335		)	(1,154,255		)	Capital expenditures, net of construction payables and retention	(139,316)		(310,279)
Purchase of intangible and other assets	(6,000		)	(102,388		)	Purchase of intangible and other assets	—		(1,000)
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
Proceeds from sale of assets and other							Proceeds from sale of assets and other	2,162		404
Net cash used in investing activities	(883,743		)	(928,893		)	Net cash used in investing activities	(137,154)		(310,875)
Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from issuance of long-term debt	2,549,072			2,288,605			Proceeds from issuance of long-term debt	1,469,028		250,000
Repayments of long-term debt	(2,443,367		)	(3,030,526		)	Repayments of long-term debt	(515,194)		(500,503)
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		)	Repurchase of common stock	(5,527)		(5,401)
Finance lease payment	(36		)	—			Finance lease payment	(37)		—
Proceeds from exercise of stock options	14,696			20,313			Proceeds from exercise of stock options	70		4,064
Dividends paid	(460,139		)	(350,694		)	Dividends paid	(107,426)		(80,773)
Distribution to noncontrolling interest	(3,725		)	(301,113		)	Distribution to noncontrolling interest	(998)		—
Payments to acquire derivatives	—			(3,900		)
Payments for financing costs	(22,359		)	(33,787		)	Payments for financing costs	(1,919)		(10,496)
Net cash used in financing activities	(431,563		)	(423,720		)
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	837,997		(343,109)
Effect of exchange rate on cash, cash equivalents and restricted cash	(1,610		)	1,090			Effect of exchange rate on cash, cash equivalents and restricted cash	3,266		(2,404)
Cash, cash equivalents and restricted cash:							Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash	(537,031		)	(853,634		)
Increase (decrease) in cash, cash equivalents and restricted cash							Increase (decrease) in cash, cash equivalents and restricted cash	527,609		(392,530)
Balance, beginning of period	2,219,323			2,806,634			Balance, beginning of period	2,358,292		2,219,323
Balance, end of period	$	1,682,292		$	1,953,000		Balance, end of period	$	2,885,901	$	1,826,793

Supplemental cash flow disclosures:							Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	265,873		$	276,989		Cash paid for interest, net of amounts capitalized	$	88,438	$	71,343
Capitalized stock-based compensation	$	228		$	6
Liability settled with shares of common stock	$	15,134		$	1,800		Liability settled with shares of common stock	$	6,720	$	15,134
Accounts and construction payables related to property and equipment	$	202,375		$	174,530		Accounts and construction payables related to property and equipment	$	127,895	$	226,829
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.



			8

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Organization

Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company") is a designer, developer, ~~owner~~ and operator of ~~destination casino resorts.~~ integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming.

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

Recent Developments Related to COVID-19

As previously disclosed, in January 2020, an outbreak of a new strain of coronavirus, COVID-19 ("COVID-19"), was identified. Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus. Currently, no fully effective treatments or vaccines have been developed, and there can be no assurance as to if or when an effective treatment or vaccine will be discovered.

In response to the COVID-19 pandemic, the Macau government announced on February 4, 2020 the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days. On February 20, 2020, the Company's casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored; however, certain health safeguards, such as traveler quarantines, limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and health declarations remain in effect at the present time. The Company is currently unable to determine when these measures will be lifted.

Visitation to Macau has fallen meaningfully since the outbreak of COVID-19, driven by the outbreak's strong deterrent effect on travel and social activities, the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine measures, travel and entry restrictions in Macau, Hong Kong and certain cities and regions in mainland China, the suspension of ferry services and other modes of transportation with Macau and regionally, and the ban on entry or enhanced quarantine requirements for any residents of Greater China attempting to enter Macau. Persons who are not residents of Greater China are barred from entry to Macau at this time.

On ~~September 20, 2019,~~March 14, 2020, the Massachusetts Gaming Commission temporarily suspended operations at all casinos in Massachusetts, including Encore Boston Harbor. On March 17, 2020, the Nevada government suspended all casino and ~~concurrently with~~non-essential operations, including all operations at Wynn Las Vegas. Accordingly, Encore Boston Harbor and Wynn Las Vegas ceased all operations and closed to the ~~Refinancing Transactions (as defined~~public on March 15, 2020 and ~~discussed~~March 17, 2020, respectively. Both resorts will remain closed until authorized to re-open under U.S. and state government directives. During the first quarter of 2020, the Company committed to pay salary, tips and benefits continuation for all U.S. employees, inclusive of part-time employees, through May 15, 2020. The Company has accrued $75.7 million of expense related to this commitment for the period from April 1 through May 15, 2020 within the accompanying Condensed Consolidated Financial Statements. In May 2020, the Company announced that it had extended its commitment through May 31, 2020.

The COVID-19 outbreak has had and will continue to have an adverse effect on the Company's results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of March 31, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $2.88 billion, and had access to $40.9 million and $74.2 million of available borrowing capacity from the WRF Revolving Facility and Wynn Macau Revolving Facility, respectively. In addition, the Company has suspended its quarterly dividend program and has postponed major project capital expenditures. Given the Company's liquidity position at March 31, 2020 and the steps the Company has taken subsequent to March 31, 2020 as further described in Note 6, "Long-Term ~~Debt"), Wynn Resorts contributed all of its equity interests in Wynn Group Asia, Inc. ("Wynn Asia")~~Debt," the Company believes it is able to Wynn Resorts Finance, LLC, which was formerly known as Wynn America, LLC ("WRF"), making Wynn Asia a wholly owned subsidiary of WRF. WRF is an indirect wholly owned subsidiary of Wynn Resorts. Wynn Asia is a holding company that holds Wynn Resorts' approximately 72% controlling interest in WML.support continuing operations and respond to the current COVID-19 pandemic challenges.

~~Development Projects~~

The Company is currently constructing an approximately 430,000 square foot meeting and convention facility at Wynn Las Vegas. The facility will feature approximately 217,000 square feet of state-of-the-art meeting and convention space available for group reservations. The Company expects to 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 ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of results to be expected for the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~ 2019.

Principles of Consolidation

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



	9

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~Leases~~

Accounts Receivable

~~Lessee Arrangements~~

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

An estimated allowance for credit losses is maintained to reduce the ~~lessee under non-cancelable real estate~~Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts and ~~equipment leases. Beginning on January 1, 2019 (the date~~outstanding gaming promoter accounts with a balance over a specified dollar amount, based upon the age of the ~~Company's adoption~~account, the customer's financial condition as well as management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of ~~Topic 842, as defined~~future economic and ~~discussed further in "Recently Adopted Accounting Standards"), operating lease assets~~business conditions and ~~liabilities~~forecasts. Accounts are ~~measured and~~written off when management deems them to be uncollectible. Recoveries of accounts previously written off are 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.when received.

~~Lessor Arrangements~~

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 101,000, 59,000, 142,000, and 36,000 square feet of space at Wynn Palace, Wynn Macau, 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.

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled ~~$543.9~~$254.0 million and ~~$638.4~~$589.0 million for the three months ended ~~September 30,~~March 31, 2020 and 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 nine months ended September 30, 2019 and 2018, the Company incurred pre-opening expenses primarily in connection with the development of Encore Boston Harbor.

~~Recently Adopted Accounting Standards~~

~~Leases~~

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:

~~The Company recognized operating lease assets and liabilities of $154.1 million, which represented the discounted future minimum lease payments of all existing leases on the initial application date.~~

~~The net carrying amount of a definite-lived intangible asset, which related to a leasehold interest in land and totaled $88.1 million, was reclassified to operating lease assets.~~

~~Leasehold interests in land, net, which totaled $206.9 million, were reclassified to operating lease assets from property and equipment, net.~~



			10

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

~~Certain other initial direct cost assets, prepaid lease assets, and deferred rent accrued liabilities were reclassified to operating lease assets.~~

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.

Recently Adopted 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~~is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements.

Cloud Computing Arrangement Implementation Costs

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

Changes to the Disclosure Requirements for Fair Value Measurement

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

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			March 31, 2020		December 31, 2019
Cash and cash equivalents:					Cash and cash equivalents:
Cash (1)	$	1,191,948	$	1,455,744	Cash (1)	$	1,722,706	$	1,265,502
Cash equivalents (2)	484,162		759,257		Cash equivalents (2)	1,158,265		1,086,402
Total cash and cash equivalents	1,676,110		2,215,001		Total cash and cash equivalents	2,880,971		2,351,904
Restricted cash (3)	6,182		4,322		Restricted cash (3)	4,930		6,388
Total cash, cash equivalents and restricted cash	$	1,682,292	$	2,219,323	Total cash, cash equivalents and restricted cash	$	2,885,901	$	2,358,292

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

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

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



			11

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 4 - Receivables, net

Accounts Receivable and Credit Risk

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


	March 31, 2020		December 31, 2019
Casino	$	333,487	$	304,137
Hotel	20,454		22,114
Other	86,801		59,495
	440,742		385,746
Less: allowance for credit losses	(59,971)		(39,317)
	$	380,771	$	346,429

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

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, approximately ~~80.2%~~82.9% and ~~85.0%~~79.0%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which our customers reside could affect the collectability of such receivables. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit investigation process, credit policies and collection procedures.

The Company’s allowance for casino credit losses was 17.2% and 12.4% of gross casino receivables as of March 31, 2020 and December 31, 2019, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

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


	March 31, 2020		March 31, 2019
Balance at beginning of year	$	39,317	$	32,694
Provision for credit losses	20,613		5,422
Write-offs	(70)		(2,975)
Effect of exchange rate	111		(47)
Balance at end of period	$	59,971	$	35,094

Note 5 - Property and Equipment, net

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


	September 30, 2019			December 31, 2018				March 31, 2020		December 31, 2019
Buildings and improvements	$	9,288,609		$	7,707,467		Buildings and improvements	$	9,708,047	$	9,367,241
Land and improvements	1,225,849			1,141,032			Land and improvements	1,260,386		1,246,679
Furniture, fixtures and equipment	2,923,900			2,288,370			Furniture, fixtures and equipment	2,983,616		2,932,483
Leasehold interests in land	—			313,516
Airplanes	110,623			110,623			Airplanes	110,623		110,623
Construction in progress	445,098			1,912,801			Construction in progress	158,198		477,333
	13,994,079			13,473,809				14,220,870		14,134,359
Less: accumulated depreciation	(4,372,811		)	(4,087,889		)	Less: accumulated depreciation	(4,681,463)		(4,510,527)
	$	9,621,268		$	9,385,920			$	9,539,407	$	9,623,832

As of 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 $3.3 million for the three months ended 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.~~



			12

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Depreciation expense for the three months ended March 31, 2020 and 2019 was $172.3 million and $132.3 million, respectively.

Note 6 - Long-Term Debt

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


	March 31, 2020		December 31, 2019
Macau Related:
Wynn Macau Credit Facilities (1):
Wynn Macau Term Loan, due 2022 (2)	$	2,156,491	$	2,302,540
Wynn Macau Revolver, due 2022 (3)	676,711		350,232
WML 4 7/8% Senior Notes, due 2024	600,000		600,000
WML 5 1/2% Senior Notes, due 2027	750,000		750,000
WML 5 1/8% Senior Notes, due 2029	1,000,000		1,000,000

U.S. and Corporate Related:
WRF Credit Facilities (4):
WRF Term Loan, due 2024	975,000		987,500
WRF Revolver, due 2024	791,000		—
WLV 4 1/4% Senior Notes, due 2023	500,000		500,000
WLV 5 1/2% Senior Notes, due 2025	1,780,000		1,780,000
WLV 5 1/4% Senior Notes, due 2027	880,000		880,000
WRF 5 1/8% Senior Notes, due 2029	750,000		750,000
Retail Term Loan, due 2025 (5)	615,000		615,000
	11,474,202		10,515,272
Less: Unamortized debt issuance costs and original issue discounts and premium, net	(105,157)		(111,413)
	11,369,045		10,403,859
Less: Current portion of long-term debt	(235,997)		(323,876)
Total long-term debt, net of current portion	$	11,133,048	$	10,079,983

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

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

(2) Approximately ~~$1.31~~$1.22 billion and ~~$990.8~~$936.6 million of the Wynn Macau ~~Senior~~ Term Loan ~~Facility~~currently bears interest at a rate of LIBOR plus 1.75% per year and HIBOR plus 1.75% per year, respectively. As of ~~September 30, 2019,~~March 31, 2020, the weighted average interest rate was approximately ~~3.73%~~3.20%.

~~(2)~~(3) Approximately ~~$256.5~~$384.8 million and ~~$192.4~~$291.9 million of the Wynn Macau ~~Senior Revolving Credit Facility~~Revolver currently bears interest at a rate of LIBOR plus 1.75% per year and HIBOR plus 1.75% per year, respectively. As of ~~September 30, 2019,~~March 31, 2020, the weighted average interest rate was approximately ~~3.80%, and~~2.71%. As of March 31, 2020, the available borrowing capacity under the Wynn Macau Revolver was ~~$298.3~~$74.2 million. In April 2020, the Company drew an additional $50.0 million under the Wynn Macau Revolver.

~~(3)~~(4) The ~~Wynn Resorts Finance~~WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75% per year. As of ~~September 30, 2019,~~March 31, 2020, the weighted average interest rate was ~~3.80%~~approximately 2.68%. Additionally, as of ~~September 30, 2019,~~March 31, 2020, the available borrowing capacity under the ~~Revolving Credit Facility~~WRF Revolver was ~~$806.9~~$40.9 million, net of $18.1 million in outstanding letters of credit. In April 2020, the Company drew an additional $25.0 million under the WRF Revolver.

~~(4)~~(5) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70% per year. As of ~~September 30, 2019,~~March 31, 2020, the interest rate was ~~3.80%~~3.28%.

~~(5) The Wynn America Credit Facilities, which included the Wynn America~~

WRF 7 3/4% Senior ~~Term Loan Facility, and the Wynn Resorts Term Loan were prepaid in full on September 20, 2019, in connection with the Refinancing Transactions, as defined and discussed below.~~Notes, due 2025

~~Refinancing Transactions~~

On ~~September 20, 2019,~~April 14, 2020, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the ~~"WRF Issuers"~~“WRF Issuers”), each an indirect wholly owned subsidiary of the Company, issued ~~$750.0~~$600.0 million aggregate principal amount of ~~5 1/8%~~7 3/4% Senior Notes due ~~2029~~2025 (the ~~"2029 Notes"~~“2025 WRF Notes”) pursuant to an indenture (the ~~"2029 Indenture"~~“2025 Indenture”) among the WRF Issuers, the guarantors party thereto, and U.S. Bank National Association, as trustee (the ~~"Trustee"~~“Trustee”), in a private offering. The ~~2029~~2025 WRF Notes were issued at par.

~~Concurrently with~~The 2025 WRF Notes will mature on April 15, 2025 and bear interest at the ~~issuance~~rate of ~~the 2029 Notes,~~7 3/4% per annum payable in arrears semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020. The WRF 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").

Issuers may redeem some or



			13

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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.

~~2029 Notes~~

The 2029 Notes will mature on October 1, 2029 and bear interest at the rate of 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~~2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100% of the aggregate principal amount of the ~~2029~~2025 WRF Notes to be redeemed plus a ~~make-whole~~“make-whole” premium ~~as defined in the 2029 Indenture,~~ and accrued and unpaid interest. In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35% of the original aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after ~~July 1, 2029,~~April 15, 2022, the WRF Issuers may redeem some or all of the ~~2029~~2025 WRF Notes at the redemption prices set forth in the ~~2029~~2025 Indenture plus accrued and unpaid interest. In the event of a change of control triggering event, the WRF Issuers ~~will be required to~~must offer to repurchase the ~~2029~~2025 WRF Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, ~~if any,~~ to, but not including, the repurchase date. The ~~2029~~2025 WRF 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~~2025 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~~WRF’s existing domestic restricted subsidiaries that guarantee indebtedness under the ~~Credit Agreement,~~WRF's senior secured credit facilities and the WRF Issuers' existing 5 1/8% senior notes due 2029, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025 and 2027. The 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).



	14

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

The ~~2029~~2025 Indenture contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or substantially all of the WRF ~~Issuers'~~Issuers’ assets. These covenants are subject to exceptions and qualifications set forth in the ~~2029~~2025 Indenture.

The ~~2029~~2025 Indenture also contains customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, failure to pay certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the ~~2029~~2025 Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the ~~2029~~2025 WRF Notes, as applicable, issued under such ~~2029~~2025 Indenture to accelerate the amounts due under the ~~2029~~2025 WRF Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the ~~2029~~2025 WRF Notes.

The ~~2029~~2025 WRF Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The ~~2029~~2025 WRF 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~~2025 WRF Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the ~~2029~~WRF 2025 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

~~Wynn America~~WRF Credit ~~Facilities~~Agreement Amendment

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

~~Wynn Resorts Term Loan~~

~~On October 30, 2018, the Company~~April 10, 2020, WRF and certain ~~subsidiaries~~ of the Company entered into a credit agreement (as subsequently amended, the "WRL Credit Agreement") to provide for a $500.0 million six year term loan facility (the "WRL Term Loan I"). On March 8, 2019, the Company, certainits subsidiaries ~~of the Company, and certain incremental term facility lenders~~ entered into an ~~incremental joinder~~amendment (the “WRF Credit Agreement Amendment”) to its existing credit agreement ~~that amended~~(the “WRF Credit Agreement”) among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the ~~WRL~~other lenders party thereto.

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to, among other things, ~~provide~~implement a financial covenant relief period (the “Financial Covenant Relief Period”) through April 1, 2021 (unless earlier terminated by WRF), implement a financial covenant increase period (the “Financial Covenant Increase Period”) commencing on the ~~Company with an additional $250.0 million term loan (the "WRL Term Loan II,"~~first day after the expiration of the Financial Covenant Relief Period and ~~collectively with~~ending on the ~~WRL Term Loan I,~~first day of the ~~"Wynn Resorts Term Loan")~~fourth fiscal quarter after the expiration of the Financial Covenant Relief Period (unless earlier terminated by WRF), amend the definition of “Consolidated EBITDA” in the WRF Credit Agreement during the Financial Covenant Increase Period, amend WRF’s financial reporting obligations (including extensions to certain deadlines), add certain restrictions on ~~substantially similar terms as~~restricted payments (including restrictions on a portion of dividends received from WRF’s subsidiaries) during the ~~WRL Term Loan I. On September 20, 2019, the Wynn Resorts Term Loan was prepaid in full in connection with the Refinancing Transactions~~Financial Covenant Relief Period and the ~~WRL~~Financial Covenant Increase Period, and amend the definition of “Material Adverse Effect” in the WRF Credit Agreement ~~was terminated.~~to take into consideration COVID-19.

~~Commitment Letter~~

~~On March 8, 2019,~~During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant will be replaced with a minimum liquidity financial covenant that requires WRF and its restricted subsidiaries to maintain liquidity of at least $300.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in ~~connection with~~ the ~~WRL Term Loan II,~~WRF Credit Agreement, and the ~~Company agreed to terminate the remaining $250.0 million of the lenders' commitments~~available borrowing capacity under the ~~commitment letter. Accordingly, there are 0 remaining commitments under~~WRF Revolver). Following 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~~Financial Covenant ~~Compliance~~

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

Relief Period



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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00.

Debt Covenant Compliance

As of March 31, 2020, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, was approximately ~~$9.81~~$9.96 billion and ~~$8.97~~$10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of ~~$9.64~~$11.47 billion and ~~$9.54~~$10.52 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 7 - Stockholders' Equity

Dividends

~~On February 26,~~During the first quarter of 2020 and 2019, the Company paid a cash dividend of ~~$0.75~~$1.00 and ~~on May 30, 2019 and August 27, 2019, the Company paid cash dividends of $1.00~~$0.75 per share, ~~respectively. During the three~~respectively, and ~~nine months ended September 30, 2019, the Company~~ recorded ~~$107.3~~$107.5 million and ~~$295.6~~$80.7 million ~~respectively,~~ as a reduction of retained earnings from cash dividends ~~declared.~~declared, respectively.

On ~~February 27, 2018, the Company paid a cash dividend of $0.50 and on~~ May 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,~~2020, the Company announced ~~a cash~~that it had suspended its quarterly dividend program due to the financial impact of ~~$1.00 per share, payable on November 22, 2019, to stockholders of record as of November 14, 2019.~~the COVID-19 pandemic.

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,~~March 31, 2020, the Retail Joint Venture made aggregate distributions of approximately $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. During the three months ended March 31, 2019, the Retail Joint Venture did not make any distribution to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 15, "Retail Joint Venture".



			16

Table of Contents

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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):~~

Foreign
currency
translation
January 1, 2019 $ (1,950 )
Change in net unrealized loss (750 )
Other comprehensive loss (750 )
September 30, 2019 $ (2,700 )

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

~~(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 income include $1.8 million for other-than-temporary impairment losses and $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.



	17

~~Table of Contents~~

~~WYNN RESORTS, LIMITED AND SUBSIDIARIES~~

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

~~(unaudited)~~

Note 8 - Fair Value Measurements

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


			Fair Value Measurements Using:
	March 31, 2020		Quoted Market Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,158,265	$	400,839	$	757,426	—
Restricted cash	$	4,930	$	2,053	$	2,877	—

Liabilities:
Interest rate collar	$	19,508	—		$	19,508	—

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

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

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
—

Note 9 - Customer Contract Liabilities

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

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

September 30, 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, 2020		December 31, 2019		Increase (decrease)		March 31, 2019		December 31, 2018		Increase (decrease)
Casino outstanding chips and front money deposits (1)	$	857,233	$	769,053	$	88,180	$	863,160	$	905,561	$	(42,401)
Advance room deposits and ticket sales (2)	29,293		49,834		(20,541)		47,128		42,197		4,931
Other gaming-related liabilities (3)	5,485		13,970		(8,485)		7,904		12,694		(4,790)
Loyalty program and related liabilities (4)	20,397		21,148		(751)		16,504		18,148		(1,644)
	$	912,408	$	854,005	$	58,403	$	934,696	$	978,600	$	(43,904)

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

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

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

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



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 10 - Stock-Based Compensation

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


										Three Months Ended March 31,
	Three Months Ended September 30,				Nine Months Ended September 30,					2020		2019
	2019		2018		2019		2018
Casino	$	1,880	$	1,305	$	6,254	$	4,432
Casino (1)									Casino (1)	$	(896)	$	2,584
Rooms	296		108		737		314		Rooms	349		218
Food and beverage	372		258		1,181		868		Food and beverage	637		332
Entertainment, retail and other	9		34		115		111		Entertainment, retail and other	73		44
General and administrative	7,719		9,914		21,487		22,540		General and administrative	9,201		6,830
Pre-opening	—		213		670		497		Pre-opening	—		330
Total stock-based compensation expense	10,276		11,832		30,444		28,762		Total stock-based compensation expense	9,364		10,338
Total stock-based compensation capitalized	81		—		228		6		Total stock-based compensation capitalized	217		64
Total stock-based compensation costs	$	10,357	$	11,832	$	30,672	$	28,768	Total stock-based compensation costs	$	9,581	$	10,402

(1) For the three months ended March 31, 2020, reflects the reversal of $3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

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. Note 11 - Income Taxes

The Company recorded ~~stock-based compensation~~ an income tax expense ~~associated with these awards~~ of ~~$2.1~~$75.8 million and ~~$1.3~~$1.7 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 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 recorded an income tax expense of $19.7 million~~2020 and an income tax benefit of $3.9 million for the three months ended 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.~~credits.

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 exemption from Macau's 12% Complementary Tax on casino gaming profits through December 31, 2020. Accordingly, for the three months ended ~~September 30,~~March 31, 2019, ~~and 2018,~~ the Company was exempt from the payment of such taxes totaling ~~$13.4 million and $26.8 million, respectively.~~$22.8 million. For the ~~nine~~three months ended ~~September 30, 2019 and 2018,~~March 31, 2020, the Company ~~was~~did not have any casino gaming profits exempt from the ~~payment of such taxes totaling $56.0 million and $73.7 million, respectively.~~Macau Complementary Tax. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

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

Note 12 - Earnings Per Share

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

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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 March 31,
	2020		2019
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited	$	(402,037)	$	104,872

Denominator:
Weighted average common shares outstanding	106,663		106,792
Potential dilutive effect of stock options, nonvested, and performance nonvested shares	—		281
Weighted average common and common equivalent shares outstanding	106,663		107,073

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic	$	(3.77)	$	0.98
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted	$	(3.77)	$	0.98

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share	1,209		355

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



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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 (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

~~The following 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

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)~~

~~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 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 September 30, 2019, the liability associated with this lease was $62.5 million.

At September 30, 2019, operating lease assets included approximately $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 September 30, 2019, the total liability associated with these leases was $15.7 million.

At September 30, 2019, operating lease assets included $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 March 31,
	2020		2019
Minimum rental income	$	31,650	$	32,708
Contingent rental income	6,679		14,971
Total rental income	$	38,329	$	47,679

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



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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

Note 14 - Commitments and Contingencies

Litigation

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

Massachusetts Gaming License Related Actions

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

~~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

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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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.~~investigation. On October 15, 2019, the court granted Mohegan's motion to amend and allowed it to file a second amended intervenor's complaint.

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



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

~~(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 Boston area license filed a complaint in the United States District Court, District of Massachusetts, against the Company, Wynn MA, certain current and former officers of 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 violated the RICO Act, conspired to circumvent the application process for the Boston area license and violated Massachusetts law with respect to unfair methods of competition. The plaintiff seeks $1.0 billion in compensatory damages and treble damages. All defendants filed motions to dismiss the complaint. On May 7, 2019, the court held a hearing on the motions to dismiss and stayed all discovery pending a decision on the 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.

~~Nevada Gaming Control Board Investigation~~

On January 25, 2019, the Nevada Gaming Control Board filed a complaint against the Company and its indirect subsidiary, Wynn Las Vegas, LLC ("NGCB Respondents"), related to the alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. Simultaneously, the NGCB Respondents entered into a Stipulation for Settlement of the 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 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 in state and federal court located in Clark County, Nevada against certain current and former members of the Company's Board of Directors and, in some cases, the Company's current and former officers. Each of the complaints alleges, among other things, breach of fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. On September 19, 2018, the Board established a Special Litigation Committee (the "SLC") to investigate the allegations in the State Derivative Case (as defined below).

The actions filed in the Eighth Judicial District Court of Clark County, Nevada ~~have been~~were consolidated as In re Wynn Resorts, Ltd. Derivative Litigation(" ("State Derivative Case"). On October 26, 2018, the SLC filed a motion to intervene and stay the State Derivative Case pending completion of its investigation, which the court ~~granted (the "SLC Stay"). A status hearing considering a number of matters related to the State Derivative Case is scheduled for November 13, 2019.~~granted.

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

On March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the 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, and on December 2, 2019, further clarified that this action may not proceed as a separate action apart from the ~~effect~~State Derivative Case.

On November 27, 2019, the State Derivative Case parties agreed to terms of a settlement agreement. The court approved the settlement agreement on February 12, 2020, and entered a written order approving the settlement on March 10, 2020. The settlement agreement becomes effective following the exhaustion of any appeals.

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

On March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the 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 ~~seeking clarification.~~stayed. On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case.



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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.

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(unaudited)

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 Stephen A. Wynn in the workplace causing injury to each of the individual stockholders.

On January 29, 2019, the defendants filed motions to dismiss each of the Individual Stockholder Actions. ~~The~~On December 12, 2019, the court ~~held a hearing on defendants'~~entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on ~~September 18, 2019, and took~~December 24, 2019.On January 7, 2020, the ~~matter under advisement.~~Nevada Supreme Court stayed the underlying Individual Stockholder Actions pending a decision on the defendants' appeal.

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. The defendants have filed motions to dismiss, 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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~~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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Retail Joint Venture had total assets of ~~$95.3~~$92.8 million and ~~$85.0~~$90.0 million, respectively, and total liabilities of ~~$629.3~~$637.4 million and ~~$619.6~~$622.4 million, respectively. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Retail Joint Venture's liabilities included long-term debt of ~~$611.6~~$611.9 million and ~~$611.1~~$611.7 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, 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 1one 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 1one reportable segment ("Las Vegas Operations"). On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts. Encore Boston Harbor is presented as 1one reportable segment.

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



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended March 31,
	2020		2019
Operating revenues
Macau Operations:
Wynn Palace
Casino	$	207,576	$	623,175
Rooms	19,710		43,314
Food and beverage	13,298		28,625
Entertainment, retail and other (1)	18,929		31,508
	259,513		726,622
Wynn Macau
Casino	190,128		450,242
Rooms	15,911		28,867
Food and beverage	9,531		20,975
Entertainment, retail and other (1)	13,919		23,807
	229,489		523,891
Total Macau Operations	489,002		1,250,513

Las Vegas Operations:
Casino	71,295		111,684
Rooms	106,105		119,089
Food and beverage	105,979		123,619
Entertainment, retail and other (1)	40,445		46,641
Total Las Vegas Operations	323,824		401,033

Encore Boston Harbor:
Casino	101,790		—
Rooms	10,955		—
Food and beverage	20,606		—
Entertainment, retail and other (1)	7,539		—
Total Encore Boston Harbor	140,890		—

Total operating revenues	$	953,716	$	1,651,546

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,							Three Months Ended March 31,
	2019			2018			2019			2018				2020		2019
Adjusted Property EBITDA (2)													Adjusted Property EBITDA (2)
Macau Operations:													Macau Operations:
Wynn Palace	$	162,167		$	226,141		$	551,918		$	617,317		Wynn Palace	$	10,176	$	222,586
Wynn Macau	138,989			182,928			478,751			565,677			Wynn Macau	19,208		163,889
Total Macau Operations	301,156			409,069			1,030,669			1,182,994			Total Macau Operations	29,384		386,475
Las Vegas Operations	88,046			95,298			333,747			362,051
Encore Boston Harbor	7,744			—			7,890			—
Las Vegas Operations (3)													Las Vegas Operations (3)	(22,077)		108,302
Encore Boston Harbor (4)													Encore Boston Harbor (4)	(12,636)		—
Total	396,946			504,367			1,372,306			1,545,045			Total	(5,329)		494,777
Other operating expenses													Other operating expenses
Litigation settlement	—			—			—			463,557
Pre-opening	1,616			13,714			99,212			35,255			Pre-opening	2,551		27,713
Depreciation and amortization	172,998			137,458			449,824			411,685			Depreciation and amortization	178,746		136,557
Property charges and other	8,216			18,830			17,920			30,672			Property charges and other	27,229		2,774
Corporate expenses and other	26,005			31,763			123,849			86,350			Corporate expenses and other	24,192		62,549
Stock-based compensation (3)	10,276			11,619			29,774			28,265
Stock-based compensation (5)													Stock-based compensation (5)	9,364		10,008
Total other operating expenses	219,111			213,384			720,579			1,055,784			Total other operating expenses	242,082		239,601��
Operating income	177,835			290,983			651,727			489,261
Operating income (loss)													Operating income (loss)	(247,411)		255,176
Other non-operating income and expenses													Other non-operating income and expenses
Interest income	6,427			6,948			19,979			21,029			Interest income	7,953		7,287
Interest expense, net of amounts capitalized	(114,652		)	(93,007		)	(300,981		)	(281,132		)	Interest expense, net of amounts capitalized	(128,827)		(93,180)
Change in derivatives fair value	(2,101		)	(54		)	(6,914		)	(54		)	Change in derivatives fair value	(15,660)		(1,509)
Change in Redemption Note fair value	—			—			—			(69,331		)
(Loss) gain on extinguishment of debt	(12,196		)	(198		)	(12,196		)	2,131
Loss on extinguishment of debt													Loss on extinguishment of debt	(843)		—
Other	(8,703		)	11,216			(3,346		)	1,039			Other	10,335		(6,358)
Total other non-operating income and expenses	(131,225		)	(75,095		)	(303,458		)	(326,318		)	Total other non-operating income and expenses	(127,042)		(93,760)
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		)
Income (loss) before income taxes													Income (loss) before income taxes	(374,453)		161,416
Provision for income taxes													Provision for income taxes	(75,800)		(1,685)
Net income (loss)													Net income (loss)	(450,253)		159,731
Net (income) loss attributable to noncontrolling interests													Net (income) loss attributable to noncontrolling interests	48,216		(54,859)
Net income (loss) attributable to Wynn Resorts, Limited	$	(3,496	)	$	156,115		$	195,927		$	107,564		Net income (loss) attributable to Wynn Resorts, Limited	$	(402,037)	$	104,872

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

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

(3) For the three months ended March 31, 2020, includes $56.4 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020.

(4) For the three months ended March 31, 2020, includes $19.3 million of expense accrued during the quarter related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020.

(5) Excludes ~~$0.7~~$0.3 million included in pre-opening expenses for the ~~nine~~three 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.



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WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	March 31, 2020		December 31, 2019
Assets
Macau Operations:
Wynn Palace	$	3,666,518	$	3,734,210
Wynn Macau	1,713,929		1,656,625
Other Macau	1,030,508		1,023,411
Total Macau Operations	6,410,955		6,414,246
Las Vegas Operations	3,122,987		2,806,972
Encore Boston Harbor	2,371,999		2,456,667
Corporate and other	2,367,406		2,193,396
Total	$	14,273,347	$	13,871,281

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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Table of Contents

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.~~2019. Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Special Note Regarding Forward-Looking Statements."

Overview

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

Recent Developments Related to COVID-19

As previously disclosed, in January 2020, an outbreak of a new strain of coronavirus, COVID-19 ("COVID-19"), was identified. Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which we operate, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus. Currently, no fully effective treatments or vaccines have been developed, and there can be no assurance as to if or when an effective treatment or vaccine will be discovered.

Macau Operations

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 September 30, 2019:~~

~~Approximately 424,000 square feet of casino space, offering 24-hour gaming and a full range of games with 381 table games and 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 September 30, 2019:~~

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

~~Two luxury hotel towers with a total of 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 the COVID-19 pandemic, the Macau government announced on February 4, 2020 the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days. On February 20, 2020, our ~~evaluation~~casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored; however, certain health safeguards, such as traveler quarantines, limiting the number of ~~our~~seats per table game, slot machine spacing, temperature checks, mask protection, and health declarations remain in effect at the present time. We are currently unable to determine when these measures will be lifted.

Visitation to Macau has fallen meaningfully since the outbreak of COVID-19. Total visitation from mainland China to Macau decreased by 97.2% and 96.3% in February and March 2020, respectively, compared to the same periods in 2019. The decrease in visitation is driven by the numerous measures put in place by the governments of China and Macau, including the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, traveler quarantine measures, travel and entry restrictions in Macau, Hong Kong, and certain cities and regions in mainland China, the suspension of ferry services and other modes of transportation with Macau and regionally, and the ban on entry or enhanced quarantine requirements for any residents of Greater China attempting to enter Macau. Persons who are not residents of Greater China are barred from entry to Macau at this time. The Company is currently unable to determine when these restrictions will be modified or lifted.

Las Vegas Operations and ~~our~~Encore Boston Harbor

On March 14, 2020, the Massachusetts Gaming Commission temporarily suspended operations at all casinos in Massachusetts, including Encore Boston Harbor. On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at Wynn Las Vegas. Accordingly, Encore Boston Harbor and Wynn Las Vegas ceased all operations and closed to the public on March 15, 2020 and March 17, 2020, respectively. Both resorts will remain closed until authorized to re-open under U.S. and state government directives. During the first quarter of 2020, the Company committed to pay salary, tips and benefits continuation for all U.S. employees, inclusive of part-time employees, through May 15, 2020. The Company has accrued $75.7 million of expense related to this commitment ~~to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to these resorts.~~

for the period from April 1 through



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May 15, 2020 within the accompanying Condensed Consolidated Financial Statements. In May 2020, the Company announced that it had extended its commitment through May 31, 2020.

~~Las Vegas Operations~~

The disruptions arising from the COVID-19 outbreak have had, during the three months ended March 31, 2020, and will continue to have an adverse effect on the Company's results of operations. Wynn Las Vegas ~~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 September 30, 2019:~~

Approximately 194,000 square feet of casino space, offering 24-hour gaming and a full range of games with 236 table games and 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;~~

~~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.

~~Encore Boston Harbor~~

~~On June 23, 2019, the Company opened~~ Encore Boston Harbor ~~an integrated resort in Everett, Massachusetts, adjacent to Boston along~~are effectively generating no revenue during the ~~Mystic River, which occupies approximately 33 acres~~periods 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 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;~~

~~Recreation and leisure facilities, including a spa and salon; and~~

~~Public attractions including a waterfront park, floral displays, and water shuttle service to downtown Boston.~~

~~In response to our evaluation of Encore Boston Harbor~~their respective closures, and our ~~commitment to creating a unique customer experience, we have made~~Macau Operations are generating extremely limited revenue. Given the uncertainty around the extent and ~~expect to continue to make enhancements and refinements to this resort.~~

~~Construction and Development Opportunities~~

~~We recently completed our reconfiguration~~timing of the ~~Wynn Las Vegas golf course~~potential future spread or mitigation of COVID-19 and ~~opened~~around the ~~golf course~~imposition or relaxation of protective measures, the impact on ~~October 11, 2019. We are constructing an approximately 430,000 square foot meeting~~the Company’s consolidated results of operations, cash flows and ~~convention facility~~financial condition in 2020 and potentially thereafter will be material, but cannot be reasonably estimated at ~~Wynn Las Vegas. The facility~~this time as it is unknown when the COVID-19 pandemic will ~~feature approximately 217,000 square feet of state-of-the-art meeting~~end, when or if our properties will return to pre-pandemic demand and ~~convention space available for group reservations. Based on~~pricing, when or how quickly the current ~~designs, we estimate the total project budget~~travel restrictions will be modified or cease to be ~~approximately $425.0 million. As of September 30, 2019, we have incurred $302.7 million in total project costs. We expect to open~~necessary and the ~~additional meeting and convention space in the first quarter of 2020.~~



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~~Table of Contents~~

We are currently reconfiguring the West Casino at Wynn Macau. When completed, the enhanced space will consist of approximately 44 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 $70.0 million. We expect to complete the gaming enhancements and open the new restaurants in the fourth quarter of 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~~resulting impact 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.~~Company’s business.

Key Operating Measures

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

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

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

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

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

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

•Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.

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

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

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

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

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

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

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



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

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

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 16% to 20%.

Results of Operations

Summary of ~~third~~first quarter ~~2019~~2020 results

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


	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended March 31,
	2019			2018		Increase/ (Decrease)			Percent Change		2019		2018		Increase/ (Decrease)			Percent Change			2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues	$	1,647,762		$	1,709,072	$	(61,310	)	(3.6	)	$	4,957,640	$	5,030,074	$	(72,434	)	(1.4	)	Operating revenues	$	953,716	$	1,651,546	$	(697,830)	(42.3)
Net income (loss) attributable to Wynn Resorts, Limited	(3,496		)	156,115		(159,611		)	(102.2	)	195,927		107,564		88,363			82.1		Net income (loss) attributable to Wynn Resorts, Limited	(402,037)		104,872		(506,909)		(483.4)
Diluted net income (loss) per share	(0.03		)	1.44		(1.47		)	(102.1	)	1.83		1.01		0.82			81.2		Diluted net income (loss) per share	(3.77)		0.98		(4.75)		(484.7)
Adjusted Property EBITDA (1)	396,946			504,367		(107,421		)	(21.3	)	1,372,306		1,545,045		(172,739		)	(11.2	)	Adjusted Property EBITDA (1)	(5,329)		494,777		(500,106)		(101.1)

(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~~March 31, 2020 was primarily driven by decreases of ~~$132.4~~$467.1 million, $294.4 million, and ~~$105.3~~$77.2 million from Wynn Palace, ~~and~~ Wynn Macau, and our Las Vegas Operations, respectively. These declines were precipitated by the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis, and the closure of our Las Vegas Operations on March 17, 2020 for the remainder of the first quarter of 2020. Operating revenues from Encore Boston Harbor were ~~$175.8~~$140.9 million. Encore Boston Harbor closed to the public on March 15, 2020 for the remainder of the first quarter of 2020.

The decrease in net income (loss) attributable to Wynn Resorts, Limited for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily ~~driven by a decrease in VIP turnover~~related to the adverse effects of the COVID-19 outbreak on the results of our operations for the three months ended March 31, 2020, and ~~VIP table games win at~~includes the impact of $75.7 million of expense accrued during the quarter related to our ~~Macau Operations~~commitment to pay salary, tips, and ~~increased depreciation expense~~benefits continuation for all of our U.S. employees for the period from ~~Encore Boston Harbor.~~April 1 through May 15, 2020.

The decrease in Adjusted Property EBITDA for the three months ended ~~September 30, 2019~~March 31, 2020 was driven by decreases of ~~$64.0~~$212.4 million, ~~$43.9~~$144.7 million, and ~~$7.3~~$130.4 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively. Adjusted Property EBITDA from Encore Boston Harbor was ~~$7.7~~$(12.6) million. Adjusted Property EBITDA for the first quarter of 2020 includes the impact of $75.7 million of expense related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020.



			32

Table of Contents

Financial results for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the three months ended ~~September 30, 2018.~~March 31, 2019.

Operating revenues

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


	Three Months Ended September 30,										Three Months Ended March 31,
	2019		2018		Increase/ (Decrease)			Percent Change			2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues										Operating revenues
Macau Operations:										Macau Operations:
Wynn Palace	$	598,171	$	730,572	$	(132,401	)	(18.1	)	Wynn Palace	$	259,513	$	726,622	$	(467,109)	(64.3)
Wynn Macau	474,281		579,620		(105,339		)	(18.2	)	Wynn Macau	229,489		523,891		(294,402)		(56.2)
Total Macau Operations	1,072,452		1,310,192		(237,740		)	(18.1	)	Total Macau Operations	489,002		1,250,513		(761,511)		(60.9)
Las Vegas Operations	399,506		398,880		626			0.2		Las Vegas Operations	323,824		401,033		(77,209)		(19.3)
Encore Boston Harbor (1)	175,804		—		175,804			—		Encore Boston Harbor (1)	140,890		—		140,890		—
	$	1,647,762	$	1,709,072	$	(61,310	)	(3.6	)		$	953,716	$	1,651,546	$	(697,830)	(42.3)

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

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


	Three Months Ended September 30,										Three Months Ended March 31,
	2019		2018		Increase/ (Decrease)			Percent Change			2020		2019		Increase/ (Decrease)		Percent Change
Operating revenues										Operating revenues
Casino revenues	$	1,108,364	$	1,222,029	$	(113,665	)	(9.3	)	Casino revenues	$	570,789	$	1,185,101	$	(614,312)	(51.8)
Non-casino revenues:										Non-casino revenues:
Rooms	205,876		183,044		22,832			12.5		Rooms	152,681		191,270		(38,589)		(20.2)
Food and beverage	228,508		193,874		34,634			17.9		Food and beverage	149,414		173,219		(23,805)		(13.7)
Entertainment, retail and other	105,014		110,125		(5,111		)	(4.6	)	Entertainment, retail and other	80,832		101,956		(21,124)		(20.7)
Total non-casino revenues	539,398		487,043		52,355			10.7		Total non-casino revenues	382,927		466,445		(83,518)		(17.9)
	$	1,647,762	$	1,709,072	$	(61,310	)	(3.6	)		$	953,716	$	1,651,546	$	(697,830)	(42.3)

Casino revenues for the three months ended ~~September 30, 2019~~March 31, 2020 were ~~67.3%~~59.8% of operating revenues, compared to ~~71.5%~~71.8% for the same period of ~~2018.~~2019. Non-casino revenues for the three months ended ~~September 30, 2019~~March 31, 2020 were ~~32.7%~~40.2% of operating revenues, compared to ~~28.5%~~28.2% for the same period of ~~2018.~~2019.



	33

~~Table of Contents~~

Casino revenues

Casino revenues decreased primarily due to ~~decreased VIP turnover~~the adverse effects of the COVID-19 outbreak, including the closure of our casino operations in Macau for a 15-day period and ~~VIP table games win at~~their subsequent reopening on a reduced basis, and the closure of Encore Boston Harbor on March 15, 2020 and our ~~Macau~~Las Vegas Operations ~~partially offset by increased mass market table drop and slot machine handle at our Macau Operations and casino~~on March 17, 2020 for the remainder of the first quarter of 2020. Casino revenues from Encore Boston Harbor ~~totaling $114.9~~totaled $101.8 million. The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Three Months Ended September 30,
2019 2018
Increase/
(Decrease)

Percent
Change
Macau Operations:
Wynn Palace:
Total casino revenues $ 497,657
$ 625,586
$ (127,929 ) (20.4 )
VIP:
Average number of table games 108
112
(4 ) (3.6 )
VIP turnover $ 10,517,685
$ 15,525,637
$ (5,007,952 ) (32.3 )
VIP table games win $ 335,277
$ 528,219
$ (192,942 ) (36.5 )
VIP win as a % of turnover 3.19 % 3.40 % (0.21 )
Table games win per unit per day $ 33,595
$ 51,463
$ (17,868 ) (34.7 )
Mass market:
Average number of table games 216
206
10
4.9
Table drop $ 1,298,827
$ 1,189,895
$ 108,932
9.2
Table games win $ 324,177
$ 308,149
$ 16,028
5.2
Table games win % 25.0 % 25.9 % (0.9 )
Table games win per unit per day $ 16,346
$ 16,291
$ 55
0.3
Average number of slot machines 1,087
1,056
31
2.9
Slot machine handle $ 973,676
$ 922,514
$ 51,162
5.5
Slot machine win $ 47,289
$ 46,044
$ 1,245
2.7
Slot machine win per unit per day $ 473
$ 474
$ (1 ) (0.2 )
Wynn Macau:
Total casino revenues $ 408,820
$ 503,557
$ (94,737 ) (18.8 )
VIP:
Average number of table games 104
109
(5 ) (4.6 )
VIP turnover $ 8,024,990
$ 13,966,931
$ (5,941,941 ) (42.5 )
VIP table games win $ 221,097
$ 420,864
$ (199,767 ) (47.5 )
VIP win as a % of turnover 2.76 % 3.01 % (0.25 )
Table games win per unit per day $ 23,036
$ 42,061
$ (19,025 ) (45.2 )
Mass market:
Average number of table games 205
200
5
2.5
Table drop $ 1,319,405
$ 1,183,667
$ 135,738
11.5
Table games win $ 272,511
$ 250,229
$ 22,282
8.9
Table games win % 20.7 % 21.1 % (0.4 )
Table games win per unit per day $ 14,440
$ 13,625
$ 815
6.0
Average number of slot machines 786
845
(59 ) (7.0 )
Slot machine handle $ 999,985
$ 895,249
$ 104,736
11.7
Slot machine win $ 46,981
$ 34,769
$ 12,212
35.1
Slot machine win per unit per day $ 649
$ 447
$ 202
45.2



			34

Table of Contents


	Three Months Ended March 31,
	2020			2019			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues	$	207,576		$	623,175		$	(415,599)	(66.7)
VIP:
Average number of table games	89			111			(22)		(19.8)
VIP turnover	$	4,792,454		$	12,627,262		$	(7,834,808)	(62.0)
VIP table games win	$	139,569		$	493,184		$	(353,615)	(71.7)
VIP win as a % of turnover	2.91		%	3.91		%	(1.0)
Table games win per unit per day	$	20,257		$	49,156		$	(28,899)	(58.8)
Mass market:
Average number of table games	179			211			(32)		(15.2)
Table drop	$	475,223		$	1,303,924		$	(828,701)	(63.6)
Table games win	$	130,714		$	315,469		$	(184,755)	(58.6)
Table games win %	27.5		%	24.2		%	3.3
Table games win per unit per day	$	9,507		$	16,646		$	(7,139)	(42.9)
Average number of slot machines	733			1,091			(358)		(32.8)
Slot machine handle	$	424,714		$	975,048		$	(550,334)	(56.4)
Slot machine win	$	18,405		$	51,401		$	(32,996)	(64.2)
Slot machine win per unit per day	$	326		$	524		$	(198)	(37.8)
Wynn Macau:
Total casino revenues	$	190,128		$	450,242		$	(260,114)	(57.8)
VIP:
Average number of table games	81			113			(32)		(28.3)
VIP turnover	$	2,964,146		$	10,194,031		$	(7,229,885)	(70.9)
VIP table games win	$	122,625		$	295,298		$	(172,673)	(58.5)
VIP win as a % of turnover	4.14		%	2.90		%	1.24
Table games win per unit per day	$	19,702		$	29,099		$	(9,397)	(32.3)
Mass market:
Average number of table games	183			206			(23)		(11.2)
Table drop	$	578,235		$	1,351,693		$	(773,458)	(57.2)
Table games win	$	117,941		$	264,542		$	(146,601)	(55.4)
Table games win %	20.4		%	19.6		%	0.8
Table games win per unit per day	$	8,372		$	14,283		$	(5,911)	(41.4)
Average number of slot machines	634			826			(192)		(23.2)
Slot machine handle	$	366,537		$	794,367		$	(427,830)	(53.9)
Slot machine win	$	13,295		$	37,894		$	(24,599)	(64.9)
Slot machine win per unit per day	$	272		$	510		$	(238)	(46.6)
Poker rake	$	2,083		$	5,752		$	(3,669)	(63.8)

Table of Contents


	Three Months Ended September 30,												Three Months Ended March 31,
	2019			2018			Increase/ (Decrease)			Percent Change			2020			2019			Increase/ (Decrease)		Percent Change
Las Vegas Operations:												Las Vegas Operations:
Total casino revenues	$	87,002		$	92,886		$	(5,884	)	(6.3	)	Total casino revenues	$	71,295		$	111,684		$	(40,389)	(36.2)
Average number of table games	237			235			2			0.9		Average number of table games	237			238			(1)		(0.4)
Table drop	$	430,837		$	404,033		$	26,804		6.6		Table drop	$	414,933		$	404,073		$	10,860	2.7
Table games win	$	85,738		$	86,709		$	(971	)	(1.1	)	Table games win	$	82,666		$	111,370		$	(28,704)	(25.8)
Table games win %	19.9		%	21.5		%	(1.6		)			Table games win %	19.9		%	27.6		%	(7.7)
Table games win per unit per day	$	3,927		$	4,003		$	(76	)	(1.9	)	Table games win per unit per day	$	4,530		$	5,198		$	(668)	(12.9)
Average number of slot machines	1,783			1,823			(40		)	(2.2	)	Average number of slot machines	1,766			1,807			(41)		(2.3)
Slot machine handle	$	883,931		$	810,120		$	73,811		9.1		Slot machine handle	$	664,834		$	789,310		$	(124,476)	(15.8)
Slot machine win	$	58,176		$	55,937		$	2,239		4.0		Slot machine win	$	46,674		$	54,544		$	(7,870)	(14.4)
Slot machine win per unit per day	$	355		$	334		$	21		6.3		Slot machine win per unit per day	$	343		$	335		$	8	2.3
Poker rake												Poker rake	$	2,175		$	2,460		$	(285)	(11.6)
Encore Boston Harbor (1):												Encore Boston Harbor (1):
Total casino revenues	$	114,885		$	—		$	114,885		—		Total casino revenues	$	101,790		$	—		$	101,790	—
Average number of table games	145			—			145			—		Average number of table games	160			—			160		—
Table drop	$	379,626		$	—		$	379,626		—		Table drop	$	275,631		$	—		$	275,631	—
Table games win	$	74,882		$	—		$	74,882		—		Table games win	$	57,286		$	—		$	57,286	—
Table games win %	19.7		%	—		%	19.7					Table games win %	20.8		%	—		%	20.8
Table games win per unit per day	$	5,631		$	—		$	5,631		—		Table games win per unit per day	$	4,826		$	—		$	4,826	—
Average number of slot machines	3,101			—			3,101			—		Average number of slot machines	2,837			—			2,837		—
Slot machine handle	$	892,706		$	—		$	892,706		—		Slot machine handle	$	767,739		$	—		$	767,739	—
Slot machine win	$	62,381		$	—		$	62,381		—		Slot machine win	$	59,448		$	—		$	59,448	—
Slot machine win per unit per day	$	219		$	—		$	219		—		Slot machine win per unit per day	$	283		$	—		$	283	—
Poker rake												Poker rake	$	5,105		$	—		$	5,105	—

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



			35

Table of Contents

Non-casino revenues

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

Three Months Ended September 30,
2019 2018 Increase/
(Decrease) Percent Change
Macau Operations:
Wynn Palace:

Total room revenues (dollars in thousands) $ 44,884
$ 44,296
$ 588
1.3
Occupancy 97.2 % 96.0 % 1.2

ADR $ 273
$ 275
$ (2 ) (0.7 )
REVPAR $ 265
$ 264
$ 1
0.4
Wynn Macau:
Total room revenues (dollars in thousands) $ 26,740
$ 28,091
$ (1,351 ) (4.8 )
Occupancy 99.4 % 99.0 % 0.4

ADR $ 283
$ 276
$ 7
2.5
REVPAR $ 281
$ 273
$ 8
2.9
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 116,072
$ 110,657
$ 5,415
4.9
Occupancy 87.9 % 89.6 % (1.7 )
ADR $ 306
$ 289
$ 17
5.9
REVPAR $ 269
$ 259
$ 10
3.9
Encore Boston Harbor (1):

Total room revenues (dollars in thousands) $ 18,180
$ —
$ 18,180
—
Occupancy 69.6 % — % 69.6

ADR $ 465
$ —
$ 465
—
REVPAR $ 324
$ —
$ 324
—


	Three Months Ended March 31,
	2020			2019			Increase/ (Decrease)		Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)	$	19,710		$	43,314		$	(23,604)	(54.5)
Occupancy	41.6		%	97.2		%	(55.6)
ADR	$	294		$	271		$	23	8.4
REVPAR	$	122		$	264		$	(142)	(53.8)
Wynn Macau:
Total room revenues (dollars in thousands)	$	15,911		$	28,867		$	(12,956)	(44.9)
Occupancy	49.2		%	99.3		%	(50.1)
ADR	$	321		$	290		$	31	10.9
REVPAR	$	158		$	288		$	(130)	(45.1)
Las Vegas Operations:
Total room revenues (dollars in thousands)	$	106,105		$	119,089		$	(12,984)	(10.9)
Occupancy	80.1		%	82.6		%	(2.5)
ADR	$	374		$	338		$	36	10.7
REVPAR	$	299		$	279		$	20	7.2
Encore Boston Harbor (1):
Total room revenues (dollars in thousands)	$	10,955		$	—		$	10,955	—
Occupancy	75.8		%	—		%	75.8
ADR	$	292		$	—		$	292	—
REVPAR	$	222		$	—		$	222	—

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

Room revenues ~~increased $22.8~~decreased $38.6 million, primarily due to ~~$18.2 million~~lower occupancy at Wynn Palace and Wynn Macau and the closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak. Room revenues from Encore Boston Harbor ~~and higher ADR at our Las Vegas Operations, partially offset by rooms out of service for renovations at Wynn Macau.~~were $11.0 million.

Food and beverage revenues ~~increased $34.6~~decreased $23.8 million, primarily due to ~~$29.0 million~~decreased covers at our restaurants at our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak. Food and beverage revenues from Encore Boston Harbor ~~and increased covers at our high-volume restaurants at our Macau Operations.~~were $20.6 million.

Entertainment, retail and other revenues decreased ~~$5.1~~$21.1 million, primarily due to a decrease in visitation to our Macau Operations and closure of our Las Vegas Operations resulting from the adverse effects of the COVID-19 outbreak. Entertainment, retail and other revenues from Encore Boston Harbor were $7.5 million.

Table of Contents

Operating expenses

The table below presents operating expenses (in thousands):


	Three Months Ended March 31,
	2020		2019		Increase/ (Decrease)		Percent Change
Operating expenses:
Casino	$	442,690	$	750,071	$	(307,381)	(41.0)
Rooms	73,480		63,706		9,774		15.3
Food and beverage	175,910		148,761		27,149		18.3
Entertainment, retail and other	45,580		44,044		1,536		3.5
General and administrative	234,328		217,322		17,006		7.8
Provision for credit losses	20,613		5,422		15,191		280.2
Pre-opening	2,551		27,713		(25,162)		(90.8)
Depreciation and amortization	178,746		136,557		42,189		30.9
Property charges and other	27,229		2,774		24,455		881.6
Total operating expenses	$	1,201,127	$	1,396,370	$	(195,243)	(14.0)

Total operating expenses decreased $195.2 million compared to the first quarter of 2019, primarily due to decreased casino and pre-opening expenses, partially offset by $75.7 million of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020, and increased depreciation and amortization expense of $36.9 million following the opening of Encore Boston Harbor in June 2019.

Casino expenses decreased primarily due to decreases of $235.6 million and $147.4 million at Wynn Palace and Wynn Macau, respectively, commensurate with the decreases in casino revenues at each property. These decreases were partially offset by $67.1 million from Encore Boston Harbor and an increase of $8.6 million from our Las Vegas Operations, inclusive of $7.9 million and $12.8 million, respectively, of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020.

Room expenses increased primarily due to $9.6 million from Encore Boston Harbor and an increase of $3.4 million at our Las Vegas Operations, inclusive of $1.5 million and $8.3 million, respectively, of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. The increase was partially offset by a decrease of $2.8 million at Wynn Palace, commensurate with the decrease in room revenues.

Food and beverage expenses increased primarily due to $26.2 million from Encore Boston Harbor and an increase of $12.9 million at our Las Vegas Operations, inclusive of $4.8 million and $20.8 million, respectively, of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. The increase was partially offset by decreases of $9.1 million and $2.9 million at Wynn Palace and Wynn Macau, respectively, primarily due to decreased costs of sales associated with a decrease in covers.

Entertainment, retail and other expenses increased primarily due to $5.0 million from Encore Boston Harbor and an increase of $3.2 million at our Las Vegas Operations, inclusive of $0.7 million and $4.1 million, respectively, of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. The increase was partially offset by decreases of $4.5 million and $2.3 million at Wynn Palace and Wynn Macau, respectively, primarily due to the closure of certain owned retail outlets at ~~Wynn~~our Macau Operations and their conversion to leased outlets ~~beginning in the first quarter of 2019, the effect of which was partially offset by Entertainment, retail~~during 2019.

General and other revenues of $13.8 million from Encore Boston Harbor. During the third quarter of 2018, Wynn Palace and Wynn Macau recorded business interruption insurance proceeds of $5.4 million and $5.3 million, respectively, related to the full settlement of claims from Typhoon Hato in 2017.



	36

~~Table of Contents~~

~~Operating expenses~~

~~The table below presents operating expenses (in thousands):~~

Three Months Ended September 30,

2019
2018
Increase/ (Decrease)
Percent Change
Operating expenses:

Casino $ 722,692

$ 783,171

$ (60,479 )
(7.7 )
Rooms 75,188

62,965

12,223

19.4
Food and beverage 196,661

162,311

34,350

21.2
Entertainment, retail and other 42,078

44,028

(1,950 )
(4.4 )
General and administrative 246,442

192,327

54,115

28.1
Provision for doubtful accounts 4,036

3,285

751

22.9
Pre-opening 1,616

13,714

(12,098 )
(88.2 )
Depreciation and amortization 172,998

137,458

35,540

25.9
Property charges and other 8,216

18,830

(10,614 )
(56.4 )
Total operating expenses $ 1,469,927

$ 1,418,089

$ 51,838

3.7

Total operating expenses increased $51.8 million compared to the third quarter of 2018, primarily due to operating expenses associated with the opening of Encore Boston Harbor on June 23, 2019, partially offset by decreased casino expenses and pre-opening expenses.

~~Casino expenses decreased commensurate with the decrease in casino revenues at our Macau Operations and Las Vegas Operations, partially offset by $64.8 million from Encore Boston Harbor.~~

~~Room~~administrative expenses increased primarily due to ~~$9.5~~$45.6 million from Encore Boston Harbor and an increase of ~~$2.0~~$13.1 million at our Las Vegas ~~Operations.~~Operations, inclusive of $4.4 million and $10.2 million, respectively, of expense accrued during the quarter related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. The increase ~~at our Las Vegas Operations~~ was ~~primarily due to increased payroll costs.~~

~~Food and beverage expenses increased primarily due to $28.3 million from Encore Boston Harbor and increases~~partially offset by decreases of ~~$2.2~~$4.3 million and ~~$2.4~~$0.6 million at Wynn Palace and Wynn Macau, respectively. ~~The increases at Wynn Palace and Wynn Macau were driven by incremental costs associated with opening new food and beverage outlets at Wynn Palace and increased costs of goods sold.~~

Entertainment, retail and other expenses decreased $2.0 million, primarily due to the closure of certain owned retail outlets at Wynn Macau and their conversion to leased outlets beginning in the first quarter of 2019.

General and administrative expenses increased primarily due to the opening of Encore Boston Harbor, partially offset by a decrease of $8.9 million primarily related to corporate and other general and administrative expenses. The decrease inIn addition, corporate and other general and administrative expenses ~~was~~decreased $38.5 million, primarily due to a ~~decrease~~fine of $35 million assessed by the Massachusetts Gaming Commission incurred during the three months ended March 31, 2019.

Table of Contents

Provision for credit losses increased primarily due to increases of $11.7 million, $1.8 million and $0.9 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. The increases were primarily due to the impact of historical collection patterns and current collection trends in ~~legal expenses.~~

light of the COVID-19 outbreak, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

For the three months ended ~~September 30, 2019,~~March 31, 2020, pre-opening expenses totaled ~~$1.6~~$2.6 million, which primarily related to ~~the additional meeting and convention facility~~restaurant remodels at our Las Vegas Operations. For the three months ended ~~September 30, 2018,~~March 31, 2019, pre-opening expenses totaled ~~$13.7~~$27.7 million, which primarily related to the development of Encore Boston Harbor.

Depreciation and amortization increased primarily due to additional depreciation expense of ~~$36.3~~$36.9 million associated with the opening of Encore Boston ~~Harbor.~~Harbor in June 2019 and an increase of $2.7 million at our Las Vegas Operations associated with the opening of the meeting and convention expansion in February 2020.

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



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Interest expense, net of capitalized interest

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

Three Months Ended September 30,
2019
2018 Increase/ (Decrease)
Percent
Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 117,960
$ 109,176
$ 8,784
8.0
Capitalized interest (3,308 ) (16,169 ) 12,861
(79.5 )
$ 114,652
$ 93,007
$ 21,645
23.3

Weighted average total debt balance $ 9,261,889
$ 8,875,084

Weighted average interest rate 5.08 % 4.92 %


	Three Months Ended March 31,
	2020			2019			Increase/ (Decrease)		Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium	$	130,079		$	115,898		$	14,181	12.2
Capitalized interest	(1,252)			(22,718)			(21,466)		(94.5)
	$	128,827		$	93,180		$	35,647	38.3

Weighted average total debt balance	$	10,850,355		$	9,214,600
Weighted average interest rate	4.80		%	5.02		%

Interest costs increased due to an increase in the weighted average debt balance, ~~and~~partially offset by the decrease in the weighted average interest rate. Capitalized interest decreased due to the completion of Encore Boston Harbor construction activities on June 23, 2019.

Other non-operating income and expenses

We recorded a $12.2 million loss on extinguishment of debt for the three months ended September 30, 2019 related to the Refinancing Transactions. For more information on the Refinancing Transactions, see "Liquidity and Capital Resources."

We incurred a foreign currency remeasurement gain of $10.3 million and loss of ~~$8.7 million and gain of $11.2~~$6.4 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

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

Income taxes

We recorded an income tax expense of ~~$19.7~~$75.8 million and ~~an income tax benefit of $3.9~~$1.7 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The 2020 and 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 an increase in deferred tax assets.~~credits.

Net income (loss) attributable to noncontrolling interests

Net ~~income~~loss attributable to noncontrolling interests was ~~$30.4~~$48.2 million for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$63.7~~income of $54.9 million for the same period of ~~2018.~~2019. These amounts are primarily related to the noncontrolling interests' share of net income (loss) from WML.



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Table of Contents

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

~~Operating revenues~~

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

Nine Months Ended September 30,
2019 2018 Increase/ (Decrease) Percent Change
Operating revenues
Macau Operations:
Wynn Palace $ 1,953,709
$ 2,017,004
$ (63,295 ) (3.1 )
Wynn Macau 1,544,646
1,741,145
(196,499 ) (11.3 )
Total Macau Operations 3,498,355
3,758,149
(259,794 ) (6.9 )
Las Vegas Operations 1,264,681
1,271,925
(7,244 ) (0.6 )
Encore Boston Harbor (1)
194,604
—
194,604
—
$ 4,957,640
$ 5,030,074
$ (72,434 ) (1.4 )

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

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

Nine Months Ended September 30,
2019 2018 Increase/ (Decrease) Percent Change
Operating revenues

Casino revenues $ 3,435,968
$ 3,564,195
$ (128,227 ) (3.6 )
Non-casino revenues:

          Rooms 595,953
559,405
36,548
6.5
          Food and beverage 619,749
580,963
38,786
6.7
          Entertainment, retail and other 305,970
325,511
(19,541 ) (6.0 )
             Total non-casino revenues 1,521,672
1,465,879
55,793
3.8
$ 4,957,640
$ 5,030,074
$ (72,434 ) (1.4 )

Casino revenues for the nine months ended September 30, 2019 were 69.3% of operating revenues, compared to 70.9% for the same period of 2018. Non-casino revenues for the nine months ended September 30, 2019 were 30.7% of operating revenues, compared to 29.1% for the same period of 2018.



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~~Casino revenues~~

Casino revenues decreased primarily due to decreased VIP turnover and VIP table games win at our Macau Operations and decreased table drop at our Las Vegas Operations, partially offset by increased mass market table drop at our Macau Operations and casino revenues from Encore Boston Harbor totaling $127.9 million. The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Nine Months Ended September 30,
2019 2018 Increase/(Decrease)
Percent
Change
Macau Operations:
Wynn Palace:
Total casino revenues $ 1,649,377
$ 1,719,072
$ (69,695 ) (4.1 )
VIP:
Average number of table games 111
114
(3 ) (2.6 )
VIP turnover $ 36,533,594
$ 44,940,535
$ (8,406,941 ) (18.7 )
VIP table games win $ 1,232,870
$ 1,348,291
$ (115,421 ) (8.6 )
VIP win as a % of turnover 3.37 % 3.00 % 0.37

Table games win per unit per day $ 40,868
$ 43,302
$ (2,434 ) (5.6 )
Mass market:
Average number of table games 213
209
4
1.9
Table drop $ 3,869,904
$ 3,625,959
$ 243,945
6.7
Table games win $ 936,497
$ 898,876
$ 37,621
4.2
Table games win % 24.2 % 24.8 % (0.6 )
Table games win per unit per day $ 16,071
$ 15,750
$ 321
2.0
Average number of slot machines 1,092
1,062
30
2.8
Slot machine handle $ 2,886,566
$ 2,921,582
$ (35,016 ) (1.2 )
Slot machine win $ 142,257
$ 145,993
$ (3,736 ) (2.6 )
Slot machine win per unit per day $ 477
$ 503
$ (26 ) (5.2 )
Wynn Macau:
Total casino revenues $ 1,340,266
$ 1,515,859
$ (175,593 ) (11.6 )
VIP:

Average number of table games 109
111
(2 ) (1.8 )
VIP turnover $ 27,494,650
$ 44,982,849
$ (17,488,199 ) (38.9 )
VIP table games win $ 822,204
$ 1,223,219
$ (401,015 ) (32.8 )
VIP win as a % of turnover 2.99 % 2.72 % 0.27

Table games win per unit per day $ 27,634
$ 40,204
$ (12,570 ) (31.3 )
Mass market:
Average number of table games 205
202
3
1.5
Table drop $ 4,018,533
$ 3,799,636
$ 218,897
5.8
Table games win $ 816,180
$ 758,748
$ 57,432
7.6
Table games win % 20.3 % 20.0 % 0.3

Table games win per unit per day $ 14,551
$ 13,747
$ 804
5.8
Average number of slot machines 813
902
(89 ) (9.9 )
Slot machine handle $ 2,720,137
$ 2,861,703
$ (141,566 ) (4.9 )
Slot machine win $ 127,690
$ 116,960
$ 10,730
9.2
Slot machine win per unit per day $ 575
$ 475
$ 100
21.1



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~~Table of Contents~~

Nine Months Ended September 30,
2019 2018 Increase/(Decrease)
Percent
Change
Las Vegas Operations:
Total casino revenues $ 318,439
$ 329,264
$ (10,825 ) (3.3 )
Average number of table games 238
237
1
0.4
Table drop $ 1,275,676
$ 1,344,344
$ (68,668 ) (5.1 )
Table games win $ 323,503
$ 342,129
$ (18,626 ) (5.4 )
Table games win % 25.4 % 25.4 % —

Table games win per unit per day $ 4,982
$ 5,297
$ (315 ) (5.9 )
Average number of slot machines 1,793
1,824
(31 ) (1.7 )
Slot machine handle $ 2,484,880
$ 2,332,700
$ 152,180
6.5
Slot machine win $ 167,848
$ 154,618
$ 13,230
8.6
Slot machine win per unit per day $ 343
$ 310
$ 33
10.6
Encore Boston Harbor (1):

Total casino revenues $ 127,886
$ —
$ 127,886
—
Average number of table games 144
—
144
—
Table drop $ 416,202
$ —
$ 416,202
—
Table games win $ 81,482
$ —
$ 81,482
—
Table games win % 19.6 % — % 19.6

Table games win per unit per day $ 5,639
$ —
$ 5,639
—
Average number of slot machines 3,105
—
3,105
—
Slot machine handle $ 990,634
$ —
$ 990,634
—
Slot machine win $ 70,880
$ —
$ 70,880
—
Slot machine win per unit per day $ 228
$ —
$ 228
—

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



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~~Table of Contents~~

~~Non-casino revenues~~

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

Nine Months Ended September 30,
2019 2018 Increase/(Decrease) Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands) $ 131,382
$ 125,461
$ 5,921
4.7
Occupancy 97.3 % 96.3 % 1.0

ADR $ 270
$ 261
$ 9
3.4
REVPAR $ 262
$ 251
$ 11
4.4
Wynn Macau:
Total room revenues (dollars in thousands) $ 82,071
$ 83,575
$ (1,504 ) (1.8 )
Occupancy 99.2 % 99.1 % 0.1

ADR $ 285
$ 280
$ 5
1.8
REVPAR $ 282
$ 277
$ 5
1.8
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 362,715
$ 350,369
$ 12,346
3.5
Occupancy 86.9 % 87.1 % (0.2 )
ADR $ 325
$ 313
$ 12
3.8
REVPAR $ 283
$ 273
$ 10
3.7
Encore Boston Harbor (1):

Total room revenues (dollars in thousands) $ 19,785
$ —
$ 19,785
—
Occupancy 69.3 % — % 69.3

ADR $ 493
$ —
$ 493
—
REVPAR $ 341
$ —
$ 341
—

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

Room revenues increased $36.5 million, primarily due to $19.8 million from Encore Boston Harbor and higher ADR at Wynn Palace and our Las Vegas Operations, partially offset by rooms out of service for renovations at Wynn Macau.

~~Food and beverage revenues increased $38.8 million, primarily due to $32.8 million from Encore Boston Harbor and increased covers at our high-volume restaurants at our Macau Operations.~~

Entertainment, retail and other revenues decreased $19.5 million primarily due to the closure of certain owned retail outlets at Wynn Macau and their conversion to leased outlets beginning in the first quarter of 2019, the effect of which was partially offset by Entertainment, retail and other revenues of $14.1 million from Encore Boston Harbor. During the third quarter of 2018, Wynn Palace and Wynn Macau recorded business interruption insurance proceeds of $5.4 million and $5.3 million, respectively, related to the full settlement of claims from Typhoon Hato in 2017.



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~~Operating expenses~~

~~The table below presents operating expenses (in thousands):~~

Nine Months Ended September 30,
2019 2018 Increase/ (Decrease) Percent Change
Operating expenses:
Casino $ 2,197,750
$ 2,254,766
$ (57,016 ) (2.5 )
Rooms 205,042
189,837
15,205
8.0
Food and beverage 527,502
468,265
59,237
12.7
Entertainment, retail and other 129,636
138,647
(9,011 ) (6.5 )
General and administrative 665,988
545,543
120,445
22.1
Litigation settlement —
463,557
(463,557 ) (100.0 )
Provision for doubtful accounts 13,039
2,586
10,453
404.2
Pre-opening 99,212
35,255
63,957
181.4
Depreciation and amortization 449,824
411,685
38,139
9.3
Property charges and other 17,920
30,672
(12,752 ) (41.6 )
Total operating expenses $ 4,305,913
$ 4,540,813
$ (234,900 ) (5.2 )

Total operating expenses decreased $234.9 million compared to the nine months ended September 30, 2018, primarily due to a prior year litigation settlement expense of $463.6 million. The decrease was partially offset by operating expenses associated with the opening of Encore Boston Harbor on June 23, 2019.

Casino expenses decreased commensurate with the decrease in casino revenues at our Macau Operations and Las Vegas Operations, partially offset by $73.0 million of casino expenses from Encore Boston Harbor.

Room expenses increased primarily due to $10.0 million from Encore Boston Harbor and increases of $3.0 million and $1.5 million from our Las Vegas Operations and Wynn Palace, respectively. The increases from Wynn Palace and our Las Vegas Operations were primarily driven by increased payroll costs.

Food and beverage expenses increased primarily due to $31.9 million from Encore Boston Harbor and increases of $11.9 million, $8.7 million and $6.6 million at Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively. The increases at Wynn Palace and Wynn Macau were driven by incremental costs associated with opening new food and beverage outlets at Wynn Palace and increased cost of goods sold. The increase at our Las Vegas Operations was primarily driven by increased payroll costs.

Entertainment, retail and other expenses decreased $9.0 million, primarily due to the closure of certain owned retail outlets at Wynn Macau and their conversion to leased outlets beginning in the first quarter of 2019.

General and administrative expenses increased primarily due to $67.1 million from Encore Boston Harbor and increases of $4.7 million, $9.2 million, and $4.9 million, at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively. These increases were primarily attributable to increased payroll costs and property taxes at our Macau Operations and increased advertising costs at our Las Vegas Operations. Corporate and other general and administrative expenses increased $34.6 million, primarily due to a fine of $35.0 million assessed by the Massachusetts Gaming Commission.

Litigation settlement expense of $463.6 million was incurred in the first quarter of 2018 in connection with the repayment of the Redemption Note for claims related to the allegedly below-market interest rate of the Redemption Note.

The provision for doubtful accounts increased $8.0 million and $1.3 million at our Las Vegas Operations and Wynn Macau, respectively. The change was primarily due to the impact of historical collection patterns and current collection trends, as well as the specific review of customer accounts, on our estimated allowance for the respective periods.

~~For the nine months ended September 30, 2019 and 2018, pre-opening expenses totaled $99.2 million and $35.3 million, respectively, which primarily related to the development of Encore Boston Harbor.~~



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~~Depreciation and amortization increased primarily due to additional depreciation expense of $41.6 million associated with the opening of Encore Boston Harbor.~~

~~Interest expense, net of capitalized interest~~

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

Nine Months Ended September 30,
2019 2018 Increase/ (Decrease) Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 351,135
$ 318,792
$ 32,343
10.1
Capitalized interest (50,154 ) (37,660 ) (12,494 ) 33.2
$ 300,981
$ 281,132
$ 19,849
7.1

Weighted average total debt balance 9,277,142
9,022,065

Weighted average interest rate 5.00 % 4.71 %

Interest costs increased due to an increase in the weighted average debt balance and weighted average interest rate. Capitalized interest increased due to Encore Boston Harbor construction activities. Encore Boston Harbor opened on June 23, 2019.

~~Other non-operating income and expenses~~

~~During the first quarter of 2018, we repaid the $1.94 billion principal amount of the Redemption Note and recorded a loss of $69.3 million from the change in the fair value of the Redemption Note.~~

We recorded a $12.2 million loss on extinguishment of debt for the nine months ended September 30, 2019 related to the Refinancing Transactions. For more information on the Refinancing Transactions, see "Liquidity and Capital Resources." We recorded a $2.1 million net gain on extinguishment of debt for the nine months ended September 30, 2018, related to the repayment of the Redemption Note, Wynn Resorts' purchase of $40.0 million of Wynn Las Vegas' 5 1/2% Senior Notes due 2025 and 5 1/4% Senior Notes due 2027 and the execution of the supplemental indenture related to Wynn Las Vegas' 4 1/4% Senior Notes due 2023.

We incurred a foreign currency remeasurement loss of $3.3 million and gain of $1.0 million for the nine months ended September 30, 2019 and 2018, respectively. The changes were primarily due to the impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities.

~~Income taxes~~

We 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 is primarily related to the increase in the valuation allowance for U.S foreign tax credits and 2018 income tax benefit primarily related to the settlement of the Redemption Note.

~~Net income attributable to noncontrolling interests~~

Net income attributable to noncontrolling interests was $132.9 million for the nine months ended September 30, 2019, compared to $180.0 million for the same period of 2018. These amounts are primarily related to the noncontrolling interests' share of net income from WML.

Adjusted Property EBITDA

We use Adjusted Property EBITDA to manage the operating results of our segments. Adjusted Property EBITDA is net income (loss) before interest, income taxes, depreciation and amortization, ~~litigation settlement expense,~~ pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, ~~(loss) gain on extinguishment of debt,~~ change in derivatives fair value, ~~change in Redemption Note fair value~~loss on extinguishment of debt, and other non-operating income and expenses. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because ~~we believe~~management believes that it is widely



	44

~~Table of Contents~~

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

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


	Three Months Ended March 31,
	2020		2019		Increase/ (Decrease)		Percent Change
Wynn Palace	$	10,176	$	222,586	$	(212,410)	(95.4)
Wynn Macau	19,208		163,889		(144,681)		(88.3)
Las Vegas Operations	(22,077)		108,302		(130,379)		(120.4)
Encore Boston Harbor (1)	(12,636)		—		(12,636)		—

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 Increase/ (Decrease) Percent Change 2019 2018 Increase/ (Decrease) Percent Change
Wynn Palace $ 162,167
$ 226,141
$ (63,974 ) (28.3 ) $ 551,918
$ 617,317
$ (65,399 ) (10.6 )
Wynn Macau 138,989
182,928
(43,939 ) (24.0 ) 478,751
565,677
(86,926 ) (15.4 )
Las Vegas Operations 88,046
95,298
(7,252 ) (7.6 ) 333,747
362,051
(28,304 ) (7.8 )
Encore Boston Harbor 7,744
—
7,744
—
7,890
—
7,890
—

Adjusted Property EBITDA at Wynn Palace decreased 28.3% and 10.6% for the three and nine months ended September 30, 2019, respectively, primarily due to a decrease in VIP turnover and VIP table games win.

Adjusted Property EBITDA at Wynn Macau decreased 24.0% for the three months ended September 30, 2019, primarily due to a decrease in VIP turnover and VIP table games win. Adjusted Property EBITDA at Wynn Macau decreased 15.4% for the nine months ended September 30, 2019 primarily due to a decrease in VIP turnover and VIP table games win, a decrease in entertainment, retail and other revenues primarily related to the closure of certain owned retail outlets, and increased general and administrative expenses.

Adjusted Property EBITDA at our Las Vegas Operations decreased 7.6% for the three months ended September 30, 2019, primarily due to a decrease in table games win percentage and increases in general and administrative expenses and provision for doubtful accounts. Adjusted Property EBITDA at our Las Vegas Operations decreased 7.8% for the nine months ended September 30, 2019 primarily due to decreased table drop, increased food and beverage expenses, general and administrative expenses and provision for doubtful accounts.

~~Adjusted Property EBITDA at Encore Boston Harbor was $7.7 million and $7.9 million for the three and nine months ended September 30, 2019.~~(1) Encore Boston Harbor opened on June 23, 2019.

Adjusted Property EBITDA decreased $212.4 million and $144.7 million at Wynn Palace and Wynn Macau, respectively. The decreases were primarily attributable to a decline in operating revenues precipitated by the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, which include the closure of our casino operations in Macau for a 15-day period and their subsequent reopening on a reduced basis.

Adjusted Property EBITDA decreased $130.4 million at our Las Vegas Operations, primarily due to the adverse effects of the COVID-19 outbreak during the three months ended March 31, 2020, including the closure of our Las Vegas Operations on March 17, 2020 for the remainder of the quarter. In addition, Adjusted Property EBITDA for our Las Vegas Operations includes the impact of $56.4 million of expense related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020.

Adjusted Property EBITDA from Encore Boston Harbor for the three months ended March 31, 2020 was $(12.6) million, which includes the impact of $19.3 million of expense related to our commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. Encore Boston Harbor closed to the public on March 15, 2020 for the remainder of the first quarter of 2020.

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



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Table of Contents

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):


	Three Months Ended March 31,
Cash Flows - Summary	2020		2019
Net cash (used in) provided by operating activities	$	(176,500)	$	263,858
Net cash used in investing activities:
Capital expenditures, net of construction payables and retention	(139,316)		(310,279)
Purchase of intangible and other assets	—		(1,000)
Proceeds from sale of assets and other	2,162		404
Net cash used in investing activities	(137,154)		(310,875)

Net cash provided by (used in) financing activities:
Proceeds from issuance of long-term debt	1,469,028		250,000
Repayments of long-term debt	(515,194)		(500,503)
Repurchase of common stock	(5,527)		(5,401)
Finance lease payment	(37)		—
Proceeds from exercise of stock options	70		4,064
Dividends paid	(107,426)		(80,773)
Distribution to noncontrolling interest	(998)		—
Payments for financing costs	(1,919)		(10,496)
Net cash provided by (used) in financing activities	837,997		(343,109)

Effect of exchange rate on cash, cash equivalents and restricted cash	3,266		(2,404)
Increase (decrease) in cash, cash equivalents and restricted cash	$	527,609	$	(392,530)

Nine Months Ended September 30,
Cash Flows - Summary 2019 2018
Net cash provided by operating activities $ 779,885
$ 497,889
Net cash used in 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 )

Net cash used in 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
Decrease in cash, cash equivalents and restricted cash $ (537,031 ) $ (853,634 )

Operating Activities

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

~~The~~During the three months ended March 31, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 outbreak on the results of our operations for the three months ended March 31, 2020. During the three months ended March 31, 2019, the increase in net cash provided by operations was primarily driven by ~~changes in our working capital accounts and~~ an increase in ~~deferred tax assets related to the settlement~~net income.

Table of ~~the Redemption Note during the nine months ended September 30, 2018. In the nine months ended September 30, 2018, the Company recorded and paid a $463.6 million litigation settlement expense.~~Contents

Investing Activities

Our investing activities primarily consist of project capital expenditures, such as the construction of Encore Boston Harbor, which opened in June 2019, and the construction of the meeting and convention expansion, which opened in February 2020, as well as maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties. In light of the unprecedented COVID-19 outbreak and our focus on safeguarding the Company's operations and the well-being of our employees, we expect to temporarily postpone major project capital expenditures for the remainder of fiscal year 2020, including the Wynn Tower room remodel at Wynn Las Vegas. We will be continuously monitoring the situation and conditions in the markets in which we operate, and will resume such project capital expenditures when conditions have stabilized.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2020, we incurred capital expenditures of $43.6 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $37.0 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $12.2 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $17.5 million and $26.6 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

During the three months ended March 31, 2019, we incurred capital expenditures of ~~$421.4~~$170.6 million related to the construction of Encore Boston Harbor ~~$104.1~~and $48.8 million ~~at Wynn Macau primarily related to the room remodel and West Casino renovation, $47.2 million and $71.9 million at Wynn Palace and our Las Vegas Operations, respectively, primarily related to~~



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~~maintenance capital expenditures, and $166.4 million primarily~~ related to the construction of the additional meeting and convention space at Wynn Las Vegas and the reconfiguration of the Wynn Las Vegas golf course.

Financing Activities

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2020, we ~~incurred $603.6~~borrowed $325.8 million, ~~in capital expenditures, for Encore Boston Harbor~~net of amounts repaid, under the Wynn Macau Revolver, borrowed $791.0 million under the WRF Revolver, prepaid $150.2 million of outstanding principal owed under the Wynn Macau Term Loan, and ~~$336.2~~made a $12.5 million quarterly amortization payment under the WRF Term Loan. In addition, we used cash of $107.4 million for the ~~acquisition~~payment of ~~land on the Las Vegas Strip directly across from Wynn Las Vegas.~~dividends.

~~Financing Activities~~

During the ~~nine~~three months ended ~~September 30,~~March 31, 2019, we repaid $498.8 million on the Wynn Macau Revolver and borrowed an additional $250.0 million term loan under the Wynn Resorts Credit Agreement, and in connection with the Refinancing Transactions described below, we repaid $991.3 million of outstanding principal under the Wynn America Credit Facilities and $746.3 million of outstanding principal under the Wynn Resorts Term Loan along with related financing costs, using proceeds from the borrowing of $1.03 billion under the WRF Credit Facilities and issuance of $750.0 million of WRF 2029 notes. We also repaid $174.7 million, net of amounts borrowed, on the Wynn Macau Senior Revolving Credit Facility.Loan. In addition, we used cash of ~~$460.1~~$80.8 million for the payment of dividends.

~~During~~In April 2020, Wynn Resorts Finance, LLC ("WRF") and its subsidiary, Wynn Resorts Capital Corp., each an indirect wholly-owned subsidiary of the ~~nine months ended September 30, 2018, we repaid the Redemption Note~~Company, issued $600 million aggregate principal amount of ~~$1.94 billion using cash on hand~~7 3/4% Senior Notes due 2025. Also in April 2020, WRF and amounts borrowed under the Bridge Facility and the WA Senior Revolving Credit Facility. In April 2018, we repaid all amounts borrowed under the Bridge Facility and the WA Senior Revolving Credit Facility using net proceedscertain of $915.2 million from a registered public equity offering. In addition, during the nine months ended September 30, 2018, we borrowed $624.4 million under the Macau Senior Revolving Credit Facility, $615.0 million under the Retail Term Loan, and we used cash of $350.7 millionits subsidiaries entered into an amendment to its existing credit agreement to provide for ~~the payment of dividends and $301.1 million~~certain financial covenant relief through fiscal year 2021. Refer to Capital Resources below for ~~distributions to noncontrolling interest holders of the Retail Joint Venture.~~further discussion.

Capital Resources

The COVID-19 pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United States, and has impacted and will continue to impact, materially, our business, financial condition and results of operations. While we believe our strong liquidity position will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruption, which has had and will continue to have a negative impact on our operating income and could have a negative impact on our ability to access capital in the future. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities.

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of ~~September 30, 2019~~March 31, 2020 (in thousands):


	Total Cash and Cash Equivalents		Revolver Borrowing Capacity
Wynn Resorts (Macau) S.A. and subsidiaries	$	819,279	$	74,186
Wynn Macau, Limited and subsidiaries (1)	1,013,443		—
Wynn Resorts Finance, LLC (2)	73,229		40,950
Wynn Resorts, Limited and other	975,020		—
Total cash and cash equivalents	$	2,880,971	$	115,136

Total Cash and Cash Equivalents Revolver Borrowing Capacity
Wynn Macau, Limited $ 947,206
$ 298,322
Wynn Resorts Finance, LLC 17,001
806,950
Wynn Resorts, Limited and other 712,625
—
Total cash and cash equivalents $ 1,676,832
$ 1,105,272
(1) Excluding Wynn Resorts (Macau) S.A. and subsidiaries.

(2) Excluding Wynn Macau, Limited and subsidiaries.

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Wynn Resorts (Macau) S.A. and subsidiaries. Wynn Resorts (Macau) S.A. ("Wynn Macau SA") generates cash from our Macau Operations ~~which we~~and utilizes its revolver to fund short term working capital requirements as needed. We expect to use this cash to service our existing Wynn Macau Credit Facilities, make distributions to WML, and fund working capital and capital expenditure requirements at our Macau Operations. In April 2020, Wynn Macau SA drew an additional $50.0 million under the Wynn Macau Revolver.

The Wynn Macau Credit Facilities contain customary negative and financial covenants, including, but not limited to, leverage ratio and interest coverage ratio tests (as defined in the Wynn Macau Credit Facilities) that could restrict its ability to make distributions to WML and incur additional indebtedness. Wynn Macau SA is required to maintain a leverage ratio of not greater than 4.00 to 1 and an interest coverage ratio of not less than 2.00 to 1. Wynn Macau SA complied with these ratios for the three months ended March 31, 2020.

Wynn Macau, Limited and subsidiaries. Wynn Macau, Limited ("WML") primarily generates cash through distributions from Wynn Macau SA. We expect to use WML's cash to service our existing WML Notes, pay dividends to shareholders of WML (of which we own approximately 72%), and fund working capital requirements at WML.

The board of directors of WML concluded not to recommend the payment of a final dividend with respect to the year ended December 31, 2019, in light of the unprecedented COVID-19 outbreak and ~~capital expenditure requirements.~~our focus on safeguarding the Company's Macau Operations and the well-being of our employees. The ~~Wynn~~WML board of directors will be continuously monitoring the situation and market conditions in Macau ~~Credit Facilities contain customary negative covenants~~ and ~~financial covenants, including, but not limited~~Greater China and may consider a special dividend in the future when such conditions have stabilized.

If our portion of our cash and cash equivalents were repatriated to ~~covenants that restrict our ability~~the U.S. on March 31, 2020, it would be subject to ~~pay dividends or distributions to any direct or indirect subsidiaries.~~minimal U.S. taxes in the year of repatriation.

Wynn Resorts Finance, LLC ~~(formerly known as~~and subsidiaries. Wynn ~~America, LLC)~~Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from ~~dividends and~~ distributions from its subsidiaries, ~~including~~which include our Macau Operations, Wynn ~~Macau, Limited,~~Las Vegas, and Encore Boston Harbor, and contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use ~~WRF~~this cash to service our WRF ~~Senior Secured~~ Credit Facilities, 2025 WRF Notes (as defined below), 2029 WRF Notes, and WLV Notes, ~~make distributions to Wynn Resorts,~~ and to fund working capital and capital expenditure ~~requirements.~~requirements as needed. As discussed within our Results of Operations, Encore Boston Harbor ceased all operations and closed to the public on March 15, 2020 and Wynn Las Vegas ceased all operations and closed to the public on March 17, 2020, and will remain closed until authorized to re-open under U.S. and state government directives. During the first quarter of 2020, we committed to pay salary, tips and benefits continuation for all of our U.S. employees, inclusive of part-time employees, through May 15, 2020, and in May 2020 we announced the extension of this commitment through May 31, 2020. We expect to fund this commitment using WRF's cash and available revolver borrowing capacity. In April 2020, WRF drew an additional $25.0 million under the WRF Revolver.

In April 2020, WRF and its subsidiary, Wynn Resorts Capital Corp. (collectively with WRF, the “WRF Issuers”), each an indirect wholly-owned subsidiary of the Company, issued $600 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the “2025 WRF Notes”) pursuant to an indenture (the “2025 Indenture”) among the WRF Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), in a private offering. The 2025 WRF Notes were issued at par. WRF plans to use the net proceeds from the offering for general corporate purposes and to pay related fees and expenses.

In April 2020, WRF and certain of its subsidiaries entered into an amendment (the “WRF Credit Agreement Amendment”) to its existing credit agreement (the “WRF Credit Agreement”). The WRF ~~Senior Secured~~ Credit ~~Facilities contain~~Agreement Amendment provides for a financial covenant relief period through April 1, 2021, during which the existing consolidated first lien net leverage ratio financial covenant is replaced by a requirement for WRF to maintain minimum liquidity of at least $300.0 million at all times. Following the financial covenant relief period, WRF is subject to a financial covenant increase period beginning on the first day after the expiration of the financial covenant relief period and ending on the first day of the fourth fiscal quarter after the expiration of the financial covenant relief period, during which WRF must maintain a consolidated first lien net leverage ratio no greater than 4.50 to 1 during the first quarter of the financial covenant increase period, no greater than 4.25 to 1 for the second fiscal quarter, no greater than 4.00 to 1 for the third fiscal quarter, and no greater than 3.75 to 1 for the fourth fiscal quarter of the financial covenant increase period and for each subsequent fiscal quarter thereafter. The WRF Credit Agreement Amendment also adds certain restrictions on restricted payments during the financial covenant relief period and the financial covenant increase period.

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WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries, which include WML, Wynn Las Vegas, LLC, and Wynn MA, LLC (the owner and operator of Encore Boston Harbor). The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict ~~our~~WRF's ability to pay dividends or distributions and incur additional indebtedness.

As previously disclosed, we are in the planning phase of a room remodel of the Wynn Tower at Wynn Las Vegas. We have concluded to ~~any direct or indirect~~temporarily postpone the remodel until conditions have stabilized (as discussed above within Investing Activities). Accordingly, at this time we do not expect to incur significant capital expenditures associated with the Wynn Tower room remodel during the remainder of fiscal year 2020.

Wynn Resorts, Limited and other subsidiaries.

Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is ~~highly~~ dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. We expect to use this cash to service our Retail Term Loan ~~fund~~and for general corporate purposes.

On March 6, 2020, the ~~construction~~Company paid a cash dividend of $1.00 per share, for a total of $106.7 million. On May 6, 2020, the Company announced that it has suspended its quarterly dividend program due to the financial impact of the ~~additional meeting and convention space in Las Vegas, and pay dividends.~~COVID-19 pandemic.

~~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



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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").

The WRF Credit Agreement contains restrictions that limit the amount of certain restricted payments WRF and its restricted subsidiaries may make, including dividends and distributions paid to Wynn Resorts. Such restrictions include WRF's requirement to maintain a Fixed Charge Coverage Ratio (as defined in the WRF Credit Agreement) greater than or equal to 2.00 to 1.00 and a Consolidated Total Net Leverage Ratio (as defined in the WRF Credit Agreement) not to exceed 5.50 to 1.00 at each fiscal quarter. WRF may make ordinary course dividends or distributions to Wynn Resorts in an amount not to exceed $1.0 billion in any fiscal year, with certain carryover provisions for unused amounts from the two preceding fiscal years, and unlimited provided that the Consolidated Total Net Leverage Ratio does not exceed 5.50 to 1.00 on a pro forma basis for the distribution, plus certain other amounts subject to thresholds and limitations.

The 2029 Notes will mature on October 1, 2029 and bear interest at the rate of 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 2029 Indenture contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other things, create or incur liens to secure debt in excess of the greater of $1.85 billion or an amount that would cause the Consolidated Senior Secured Net Leverage Ratio (as defined in the 2029 Indenture) to be greater than 3.00 to 1.00.

Wynn Resorts Finance 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.

~~For more information on the Refinancing Transactions, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 6, "Long-Term Debt."~~

Other Factors Affecting Liquidity

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

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

Our Board of Directors has authorized an equity repurchase program of up to $1.0 billion. Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. As of ~~September 30, 2019,~~March 31, 2020, we had $800.1 million in repurchase authority remaining under the program.

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

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development ~~would~~may require us to



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obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we engage in any derivatives except for an interest rate collar associated with our Retail Term Loan. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. As of ~~September 30, 2019,~~March 31, 2020, we had outstanding letters of credit totaling $18.1 million.

~~Contractual Commitments~~

During the nine months ended September 30, 2019, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2018, other than an increase in our fixed interest rate long-term debt obligations of $750.0 million and an increase in our annual fixed interest payments of $38.4 million, offset by a decrease in our variable interest rate long-term debt obligations of $646.0 million and a decrease in our annual estimated variable interest payments of $47.5 million, primarily in connection with the Refinancing Transactions as described above.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. There have been no significant changes to these policies for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

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

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

~~Special Note Regarding~~ Forward-Looking Statements

We make forward-looking statements in this ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K based upon the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include, but are not limited to, information about our business strategy, development activities, competition and possible or assumed future results of operations, throughout this report and are often preceded by, followed by or include the words "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or similar expressions.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item ~~1A — "Risk~~1A—"Risk Factors" ~~of our Annual Report on Form 10-K for the year ended December 31, 2018~~ and other factors we describe from time to time in our periodic filings with the ~~Securities and Exchange Commission ("SEC"),~~SEC, such as:

~~controversy~~•the recent global pandemic of COVID-19, caused by a novel strain of the coronavirus, and ~~litigation related to Stephen A. Wynn~~the continued impact of its consequences;

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

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

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

•our ability to maintain our gaming licenses and concessions;

•our dependence on key employees;

•general global political and economic conditions, in the U.S. and China (including COVID-19 and the Chinese government's ongoing anti-corruption campaign), which may impact levels of travel, leisure, and consumer spending;

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

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

•doing business in foreign locations such as Macau;

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

•our relationships with Macau gaming promoters;

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



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

•factors affecting the development and success of new gaming and resort properties (including limited labor resources, government labor and gaming policies and transportation infrastructure in Macau; and cost increases, environmental regulation, and our ability to secure necessary permits and ~~approvals in Everett, Massachusetts)~~approvals);

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

•legalization and growth of gaming in other jurisdictions;

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

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

•changes in gaming laws or regulations;

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

~~potential violations of law by Mr. Kazuo Okada, a former stockholder of ours;~~

•continued compliance with all provisions in our debt agreements;

•conditions precedent to funding under our credit facilities;

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

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

•our ability to protect our intellectual property rights; and

•our current and future insurance coverage levels.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information available to us at the time this statement is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risks

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

Interest Rate Sensitivity

As of ~~September 30, 2019,~~March 31, 2020, approximately ~~54.5%~~55% of our long-term debt was based on fixed rates. Based on our borrowings as of ~~September 30, 2019,~~March 31, 2020, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by ~~$43.8~~$52.1 million.

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

Foreign Currency Risks

We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of our Wynn Macau, Limited debt is denominated in U.S. dollars. Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong dollar in relation to the U.S. dollar could have materially adverse effects on our results, financial condition and ability to service debt. Based on our balances



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as of ~~September 30, 2019,~~March 31, 2020, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of ~~$27.7~~$26.6 million.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Management's Report on Internal Control Over Financial Reporting

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



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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

A description of our risk factors can be found in Item 1A, Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. There were no material changes to those risk factors during the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 other than ~~resolution~~the risk factor described below:

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

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified and has spread around the world including the United States. Currently, there are no fully effective vaccines and there can be no assurance that an effective vaccine will be developed. The United States has not approved any specific treatments for COVID-19. The spread of COVID-19 and the recent developments surrounding the global pandemic are currently having negative impacts on all aspects of our business.

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

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

Furthermore, in response to and as part of a continuing effort to reduce the spread of COVID-19, we have temporarily closed all operations at Wynn Las Vegas and at Encore Boston Harbor, and they will remain closed until authorized to re-open under U.S. and state government directives. In addition, we have been, and will continue to be further, negatively impacted by related developments, including heightened governmental regulations and travel advisories, including recommendations by the U.S. Department of State and the Centers for Disease Control and Prevention, and travel bans and restrictions, each of which has impacted, and is expected to continue to significantly impact, the casino resort industry.

Our casino operations in Macau were closed for a 15-day period in February 2020 and resumed operations on a reduced basis on February 20, 2020. On March 20, 2020, our casinos’ operations were fully restored; however certain ~~litigation~~health safeguards, such as ~~discussed~~limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and health declarations remain in ~~Item 1—"Notes~~effect at the present time. Visitation to ~~Condensed Consolidated Financial Statements," Note 14, "Commitments~~Macau has meaningfully decreased since the outbreak of COVID-19, driven by outbreak’s strong deterrent effect on travel and ~~Contingencies"~~social activities, the Chinese government’s suspension of ~~Part I~~its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine measures, travel and entry restrictions in Macau, Hong Kong and certain cities and regions in mainland China, the suspension of ferry services and other modes of transportation with Macau and regionally, and most recently, the ban on entry or enhanced quarantine requirements for any residents of Greater China attempting to enter Macau. Persons who are not residents of Greater China are barred from entry to Macau at this ~~Quarterly Report~~time.

We cannot predict when any of our closed properties will be able to reopen, the conditions upon which such reopening may occur, and the effects of any such conditions. Moreover, even once travel advisories and restrictions are lifted, demand for casino resorts may remain weak for a significant length of time and we cannot predict if and when our properties will return to pre-outbreak demand or pricing. In particular, demand for casino resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of COVID-19. In addition, we cannot predict the impact COVID-19 will have on ~~Form 10-Q.~~our partners,

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such as tenants, travel agencies, suppliers and other vendors. We may be adversely impacted as a result of the adverse impact our partners suffer.

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

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

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

The COVID-19 outbreak has had and will continue to have an adverse effect on our results of operations and the ability of our subsidiaries to pay dividends and distributions. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

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

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

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases ~~made by the Company under its equity repurchase program during the quarter ended September 30, 2019:~~

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

(1) The Company's Board of Directors authorized an equity repurchase program in April of 2016 of up to $1.0 billion of our common stock. Repurchases may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions. The Company is not obligated to make any repurchases, and the repurchase program may be discontinued at any time. Any shares acquired are available for general corporate purposes. Any shares repurchased during the periods presented are recorded in Treasury Stock.

~~The following table summarizes the shares repurchased~~ in satisfaction of tax withholding obligations on vested restricted stock during the quarter ended ~~September 30, 2019, which~~March 31, 2020:


For the Month Ended	Number of Shares Repurchased	Weighted Average Price Paid Per Share		Approximate Dollar Value of Repurchased Shares (in thousands)
January 31, 2020	16,252	$	149.41	$	2,428
February 29, 2020	1,771	$	121.85	$	216
March 31, 2020	26,932	$	107.68	$	2,900

None of the foregoing repurchases that occurred during the three months ended March 31, 2020 were ~~not~~ part of the Company's publicly announced repurchase ~~program:~~program. As of March 31, 2020, we had $800.1 million in repurchase authority under the program.

For the Month Ended Number of Shares Repurchased Weighted Average Price Paid Per Share Approximate Dollar Value of Repurchased Shares (in thousands)
July 31, 2019 11,644
$ 139.37
$ 1,623
August 31, 2019 1,150
$ 114.73
$ 132
September 30, 2019 910
$ 109.97
$ 101

Item 5. Other Information

None.



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Item 6. Exhibits

(a)Exhibits


~~(a)~~	~~Exhibits~~



Exhibit No.		Description
3.1		Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
3.2		~~Eighth~~Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K filed by the Registrant on ~~November 6, 2015.~~February 28, 2020.)
*4.1		Indenture, dated as of ~~September 20, 2019,~~April 14, 2020, 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		First Amendment to Credit Agreement, dated as of ~~September 20, 2019,~~April 10, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as 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).
*~~31.2~~32		~~Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).~~C
*32	~~Certification~~ertification of CEO and CFO Pursuant to 1819 U.S.C. Section 1350.
101		The following material from Wynn Resorts, Limited's Quarterly Report on Form 10-Q, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018;~~2019; (ii) the Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (iv) the Condensed Consolidated Statements of Stockholders' Equity for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (v) the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104		Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

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

* Filed herein


*	~~Filed herein~~



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SIGNATURE

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

WYNN RESORTS, LIMITED

Dated: May 8, 2020

By:

~~WYNN RESORTS, LIMITED~~

~~Dated: November 6, 2019~~

~~By:~~

/s/ Craig S. Billings

Craig S. Billings

President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)



			54



	Foreign currency translation
January 1, 2019	$	(1,950	)
Change in net unrealized loss	(750		)
Other comprehensive loss	(750		)
September 30, 2019	$	(2,700	)



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



	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



	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



	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



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



	Total Cash and Cash Equivalents		Revolver Borrowing Capacity
Wynn Macau, Limited	$	947,206	$	298,322
Wynn Resorts Finance, LLC	17,001		806,950
Wynn Resorts, Limited and other	712,625		—
Total cash and cash equivalents	$	1,676,832	$	1,105,272