Wynn Macau : Inside Data – Annual Report for the Fiscal 12 months ended 31 December 2020 of Our Controlling Shareholder, Wynn Resorts, Restricted

Hong Kong Exchanges and Clearing Restricted and The Inventory Trade of Hong Kong Restricted take no duty for the contents of this announcement, make no illustration as to its accuracy or completeness and expressly disclaim any legal responsibility in anyway for any loss howsoever arising from or in reliance upon the entire or any a part of the contents of this announcement.

(integrated within the Cayman Islands with restricted legal responsibility)

(Inventory Code: 1128 and Debt Inventory Codes: 5279, 5280, 40102, 40259, 40357)

INSIDE INFORMATION

ANNUAL REPORT

FOR THE FISCAL YEAR ENDED 31 DECEMBER 2020

OF OUR CONTROLLING SHAREHOLDER,

WYNN RESORTS, LIMITED

This announcement is issued pursuant to Rule 13.09 and 37.47B of the Guidelines Governing the Itemizing of the Securities on The Inventory Trade of Hong Kong Restricted and underneath Half XIVA of the Securities and Futures Ordinance (Cap. 571).

Our controlling shareholder, Wynn Resorts, Restricted has, on or about 26 February 2021 (2:05 p.m., Las Vegas time), launched its annual report for the fiscal yr ended 31 December 2020.

This announcement is issued by Wynn Macau, Restricted (“we” or our “Firm“) pursuant to Rule 13.09 and 37.47B of the Guidelines Governing the Itemizing of Securities on The Inventory Trade of Hong Kong Restricted and underneath Half XIVA of the Securities and Futures Ordinance (Cap. 571).

Our Firm’s controlling shareholder, Wynn Resorts, Restricted, is an organization listed on the Nationwide Affiliation of Securities Sellers Automated Citation System (“NASDAQ“) World Choose Market in the US. As on the date of this announcement, Wynn Resorts, Restricted beneficially owns roughly 72% of the issued share capital of our Firm.

* For identification functions solely.

Reference is made to our announcement on 5 February 2021 (the “WRL Earnings Launch Announcement“) in respect of the discharge by our controlling shareholder, Wynn Resorts,

Restricted, of its unaudited monetary outcomes for the fourth quarter and yr finish of fiscal yr ended 31 December 2020. Except in any other case outlined on this announcement, phrases outlined within the WRL Earnings Launch Announcement have the identical that means when used on this announcement.

Additional to the WRL Earnings Launch Announcement, Wynn Resorts, Restricted has, on or about 26 February 2021, 2:05 p.m., Las Vegas time, launched its audited annual report for the fiscal yr ended 31 December 2020 (the “WRL Annual Report“). In case you want to evaluate the WRL Annual Report which has been filed with the U.S. Securities and Trade Fee, please go tohttps://www.sec.gov/Archives/edgar/information/1174922/000117492221000029/0001174922-21-000029-index.htm. The WRL Annual Report accommodates section monetary details about Wynn Resorts, Restricted’s Macau operations, that are owned by our Firm. The WRL Annual Report can be obtainable within the public area.

The monetary outcomes of Wynn Resorts, Restricted, together with these contained within the WRL Annual Report, have been ready in accordance with the Typically Accepted Accounting Ideas of the US (“U.S. GAAP“), that are completely different from the Worldwide Monetary Reporting Requirements (“IFRS“) that we use to organize and current our monetary data. As such, the monetary data within the WRL Annual Report shouldn’t be instantly akin to the monetary outcomes our Firm discloses. Consequently, we provide no indication or assurance that the monetary outcomes of our Group for the fourth quarter and yr finish of the fiscal yr ended 31 December 2020 would be the identical as that introduced within the WRL Annual Report. Within the WRL Earnings Launch Announcement, we introduced our unaudited monetary outcomes for the fourth quarter ended 31 December 2020 ready in accordance with IFRS.

To make sure that all shareholders and potential buyers of our Firm have equal and well timed entry to the knowledge pertaining to our Firm, set forth under are the important thing highlights of monetary data and different data revealed by Wynn Resorts, Restricted within the WRL Annual Report that relate to our Firm and our operations in Macau (until in any other case offered, all greenback quantities within the WRL Annual Report are denominated in United States {dollars}), a few of which can represent materials inside data of the Firm:

“ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal yr ended December 31, 2020

Merchandise 1. Enterprise

Latest Developments Associated to COVID-19

In January 2020, a brand new pressure of coronavirus, COVID-19 (“COVID-19”), was recognized. Since then, COVID-19 has unfold world wide, and steps have been taken by numerous international locations, together with these wherein the Firm operates, to advise residents to keep away from non-essential journey, to limit inbound worldwide journey, to implement closures of non-essential operations, and to implement quarantines and lockdowns to include the unfold of the virus. A number of vaccines have been granted authorizations in quite a few international locations and vaccines are being rolled out to residents based mostly on their precedence of want. There could be no assurance as to when a ample variety of people shall be vaccinated, allowing journey restrictions to be lifted.

Macau Operations

In response to the COVID-19 pandemic, our on line casino operations in Macau have been closed for a 15-day interval in February 2020 and resumed operations on a diminished foundation on February 20, 2020. On March 20, 2020 our on line casino operations have been totally restored; nonetheless, sure COVID-19 particular protecting measures, similar to limiting the variety of seats per desk recreation, growing the spacing between lively slot machines, and customer entry checks and necessities involving temperature checkpoints, masks carrying, well being declarations and proof of detrimental COVID-19 take a look at outcomes stay in impact this present day.

Visitation to Macau has fallen considerably for the reason that outbreak of COVID-19, pushed by the sturdy deterrent impact of the COVID-19 pandemic on journey and social actions, the suspension or diminished availability of the Particular person Go to Scheme (the “IVS”), group tour scheme and different journey visas for guests, quarantine measures in Macau and elsewhere, journey and entry restrictions and situations in Macau, the Folks’s Republic of China (the “PRC”), the Hong Kong Particular Administrative Area of the PRC (“Hong Kong”), and Taiwan involving COVID-19 testing, amongst different issues, and the suspension or diminished accessibility of transportation to and from Macau. At current, bans on entry or enhanced quarantine necessities stay in place for folks trying to enter Macau, relying on numerous situations similar to the standard visa necessities, their COVID-19 take a look at outcomes, function of go to, current journey historical past and/or different situations as relevant.

Whereas many points of those journey restrictions and situations proceed to adversely impression visitations to Macau, starting in June 2020 sure restrictions and situations have eased to permit for visitation to Macau as sure areas get well from the COVID-19 pandemic. Quarantine-free journey, topic to COVID-19 safeguards similar to testing and the standard visa necessities, was reintroduced between Macau and an growing variety of areas and cities inside the PRC in progressive phases from June to August 2020, commencing with an space in Guangdong Province, which is adjoining to Macau, and increasing to further areas and main cities inside Guangdong Province, adopted by most different areas of the PRC. On September 23, 2020, PRC authorities totally resumed the IVS exit visa program, which allows particular person PRC residents from almost 50 PRC cities to journey to Macau for tourism functions.

However these developments, sure border management, travel-related restrictions and situations, together with sure quarantine and medical remark measures, stringent well being declarations, COVID-19 testing and different procedures stay in place, and all guests want to check detrimental for COVID-19 earlier than coming into Macau.

Given the evolving situations created by and in response to the COVID-19 pandemic, we’re presently unable to find out when travel-related restrictions and situations shall be additional lifted. Measures which were lifted or are anticipated to be lifted could also be reintroduced if there are hostile developments within the COVID-19 state of affairs in Macau and different areas with entry to Macau.

Abstract

The COVID-19 pandemic has had and can proceed to have an hostile impact on the Firm’s outcomes of operations. The Firm is presently unable to find out when protecting measures in impact at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor shall be lifted. Given the uncertainty across the extent and timing of the potential future unfold or mitigation of COVID-19 and across the imposition or rest of protecting measures, administration can not moderately estimate the impression to the Firm’s future outcomes of operations, money flows, or monetary situation.

As of December 31, 2020, the Firm had complete money and money equivalents, excluding restricted money, of $3.48 billion, and had entry to $117.9 million of accessible borrowing capability from the WRF Revolving Facility and $343.5 million of accessible borrowing capability from the Wynn Macau Revolving Facility. The Firm has suspended its dividend program and has postponed main mission capital expenditures. As well as, the Firm raised $842.5 million in an fairness providing in February 2021. Given the Firm’s liquidity place at December 31, 2020 and the steps the Firm has taken as additional described in Observe 7, “Lengthy-Time period Debt,” the Firm believes it is ready to assist persevering with operations and reply to the present COVID-19 pandemic challenges.

Our Technique

Our Dedication to Company Social Duty

In Macau and throughout the Larger Bay Space, which is the area encompassing Macau, Hong Kong, and southern Guangdong Province, we try to drive reinvestment in our group, encourage volunteerism, and promote accountable gaming by means of our Wynn Care program. Since launching this program, now we have centralized our community-focused initiatives underneath one umbrella and meaningfully elevated our involvement in numerous volunteer actions and group occasions in Macau, the Larger Bay Space, and past. We’re additionally totally dedicated to supporting the sustainable improvement of Macau and endeavor to supply our friends with a premium expertise whereas remaining environmentally acutely aware by monitoring and lowering inefficient vitality and useful resource consumption and embracing applied sciences that assist us to responsibly use our sources. As well as, we offer our staff in Macau with quite a few skilled improvement and coaching alternatives to raise core and management abilities.

Executing on Our Technique

Reflecting our strategic focus, our values, and our dedication to delivering world-class, five-star service inside luxurious built-in resorts, the Firm has acquired the next recognition:

  • • Wynn Las Vegas and Encore have every earned 5-Star standing on the 2021 Forbes Journey Information (“FTG”) Star Ranking checklist and are the biggest and second largest FTG 5-Star resorts on the earth, respectively. Wynn Palace, initially incomes FTG 5-Star standing in 2018, is the third largest.

  • • Collectively, Wynn Resorts earned extra FTG 5-Star awards than another unbiased lodge firm on the earth in 2021.

  • • Wynn Palace garnered seven particular person FTG 5-Star awards in 2021.

  • • Wynn Macau continues to be the one resort on the earth with eight particular person FTG 5-Star awards in 2021.

  • • Wynn Macau and Wynn Palace are essentially the most embellished built-in resort manufacturers in Asia with fifteen FTG 5-Star awards mixed.

Our Resorts

We current the working outcomes of our 4 resorts within the following segments: Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor. We usually expertise fluctuations in revenues and money flows from month to month, together with from such elements because the timing of main conventions and holidays; nonetheless, we don’t consider that our enterprise is materially impacted by seasonality. As beforehand mentioned, the COVID-19 pandemic has had and can proceed to have a cloth impression on our resorts.

Wynn Palace

We opened Wynn Palace in August 2016, on Macau’s Cotai Strip, conveniently positioned minutes from each Macau Worldwide Airport and the Macau Taipa Ferry Terminal and instantly adjoining to a cease serviced by Macau’s gentle rail system, which just lately commenced operations in Cotai. The property options roughly 424,000 sq. ft of on line casino house with 323 desk video games and 1,066 slot machines, in addition to personal gaming salons and sky casinos. Wynn Palace additionally includes a luxurious lodge tower with a complete of 1,706 visitor rooms, suites, and villas, providing a well being membership, spa, salon, and pool. As well as, Wynn Palace presents 14 meals and beverage shops, roughly 107,000 sq. ft of high-end, brand-name retail house, and roughly 37,000 sq. ft of assembly and conference house. The property’s signature public sights and leisure choices embrace a efficiency lake, a gondola trip providing handy street-level entry, and an distinctive show of Western and Asian artwork.

We now have continued with the design levels of creating the second section of growth of Wynn Palace. We presently count on that the following section of our improvement at Wynn Palace will turn out to be a novel world-class cultural vacation spot, incorporating an array of non-gaming facilities similar to occasion house, interactive leisure installations, meals and beverage choices, and extra lodge rooms.

Wynn Macau

We opened Wynn Macau in September 2006, and Encore, an growth of Wynn Macau, in April 2010. Positioned within the coronary heart of downtown Macau, the property options roughly 252,000 sq. ft of on line casino house with 331 desk video games and 896 slot machines, in addition to personal gaming salons, sky casinos, and a poker site. Wynn Macau additionally options two luxurious lodge towers with a complete of 1,010 visitor rooms and suites, providing two well being golf equipment, two spas, a salon and a pool. As well as, Wynn Macau presents 12 meals and beverage shops, roughly 59,000 sq. ft of high-end, brand-name retail house, and roughly 31,000 sq. ft of assembly and conference house. Wynn Macau’s signature sights embrace a rotunda present that includes a Chinese language zodiac-inspired ceiling together with gold “tree of prosperity” and “dragon of fortune” options.

In November 2019, we opened the primary section of our Lakeside On line casino growth at Wynn Macau which options 44 mass market desk video games and a refurbished high-limit slot space. We considerably accomplished the second section, which can embrace two new eating places and roughly 7,000 sq. ft of further retail house, in December 2019, and count on to open parts of the second section within the first half of 2021 relying on market situations and different elements.

Market and Competitors

The on line casino resort trade is very aggressive. We compete with different high-quality resorts positioned close to our properties on the idea of the vary of facilities, stage of service, value, location, leisure, themes and dimension, amongst different elements. We search to distinguish our built-in resorts by delivering superior design and customer support.

Macau

Macau, positioned within the Larger Bay Space, is ruled as a particular administrative area of China and is positioned roughly 37 miles southwest of Hong Kong. The journey between Macau and Hong Kong takes roughly 15 minutes by helicopter, 30 minutes by highway for the reason that opening of the Hong Kong-Zhuhai-Macau Bridge in October 2018, and one hour by jetfoil ferry. Macau, which has been a on line casino vacation spot for greater than 50 years, consists principally of a peninsula on mainland China and two neighboring islands, Taipa and Coloane, between which the Cotai space is positioned. In 2002, the federal government of Macau ended a 40-year monopoly on the conduct of gaming operations by conducting a aggressive course of that resulted within the issuance of gaming concessions to a few concessionaires (together with Wynn Resorts (Macau) S.A., (“Wynn Macau SA”)) who in flip have been permitted, topic to the approval of the federal government of Macau, to every grant one subconcession, leading to a complete of six gaming concessionaires and subconcessionaires. Along with Wynn Macau SA, every of Sociedade de Jogos de Macau (“SJM”) and Galaxy Leisure Group Restricted (“Galaxy”) are major concessionaires with Sands China Ltd. (“Sands”), Melco Worldwide Growth Restricted (“Melco”) and MGM China Holdings Restricted (“MGM China”) working underneath subconcessions. There isn’t a restrict to the variety of casinos every concessionaire or subconcessionaire is permitted to function, however every facility is topic to authorities approval. Presently, there are 41 casinos working in Macau.

Macau’s gaming market is primarily depending on vacationers, sometimes touring from close by locations in Asia. In accordance with the Macau Statistics and Census Service Month-to-month Bulletin of Statistics, over 90% of the guests to Macau in 2019 got here from the PRC, Hong Kong and Taiwan, growing to over 95% in 2020, primarily as a result of sure border management and different journey associated restrictions put in place because of the COVID-19 pandemic. Journey to Macau by residents of the PRC requires a visa.

We consider that the Macau area hosts one of many world’s largest concentrations of potential gaming and tourism clients. For the reason that introduction of latest casinos beginning in 2004, the Macau market has skilled a big enhance in annual gaming income. In accordance with Macau Statistical Data, annual gaming revenues grew from $2.9 billion in 2002 to $36.5 billion in 2019, earlier than falling to $7.6 billion in 2020 as a result of numerous quarantine measures and journey and entry restrictions and situations for the reason that outbreak of COVID-19. As well as, in response to authorities statistics, vacationer arrivals in Macau decreased 85.0% in 2020, to five.9 million, from 39.Four million in 2019. We proceed to consider that, regardless of the present challenges posed by the COVID-19 pandemic, Macau’s acknowledged purpose of turning into a world-class tourism vacation spot will proceed to drive further visitation to the market and create future alternatives for us to speculate and develop.

Our Macau Operations face competitors primarily from the 39 different casinos positioned all through Macau along with casinos positioned all through the world, together with Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia, Australia, Las Vegas, cruise ships in Asia that supply gaming, and different casinos all through Asia. Moreover, sure different Asian international locations and areas have legalized or sooner or later could legalize gaming, similar to Japan, Taiwan and Thailand, which may enhance competitors for our Macau Operations.

Regulation and Licensing

Macau

The Macau authorities has publicly commented that it’s learning the method by which gaming concessions and subconcessions could also be prolonged, renewed or issued. The present time period of our gaming concession ends on June 26, 2022. The gaming concession or subconcession held by every of SJM, MGM China, Galaxy, Sands, and Melco additionally finish on June 26, 2022.

In late 2015, the Macau authorities carried out enhanced accounting and monetary procedures and necessities to be adopted by gaming promoters. These enhanced procedures require gaming promoters to reveal extra detailed monetary and accounting data to the DICJ, together with the disclosure of sure monetary data on a month-to-month foundation. Gaming promoters additionally should determine and nominate senior monetary or accounting representatives to be obtainable to the DICJ for any follow-up issues the DICJ could require.

Human Capital

As of December 31, 2020, we had roughly 27,500 staff (together with roughly 13,100 in Macau and 14,400 in the US).

We view worker retention as a measure of our success in human capital administration. Our voluntary worker turnover price was 9% and 4% in United States and Macau in 2020, 17% and 10% in United States and Macau in 2019, and 18% and 13% in United States and Macau in 2018.

Merchandise 1A. Threat Elements

Dangers Associated to our Enterprise

The preliminary outbreak of COVID-19 and subsequent COVID-19 pandemic have had and can seemingly proceed to have an hostile impact on our enterprise, operations, monetary situation and working outcomes, and the flexibility of our subsidiaries to pay dividends and distributions.

In January 2020, an outbreak of a brand new pressure of coronavirus, COVID-19, was recognized and has since then unfold world wide. Presently, there are not any fully-effective therapies which might be broadly permitted for COVID-19 and there could be no assurance {that a} fully-effective therapy shall be developed. Whereas vaccines have been developed and permitted to be used by sure governmental well being businesses, there may be appreciable uncertainty with regard to how shortly such vaccines could be deployed to most of the people and the way shortly they are going to stem the unfold of COVID-19. The COVID-19 pandemic and the unfold, and danger of resurgence, of COVID-19 will proceed to negatively impression many points of our enterprise and the flexibility and need of individuals to journey and take part in actions at crowded indoor locations, similar to these we provide at our properties.

In response to and as a part of a seamless effort to cut back the preliminary unfold of COVID-19, every of our properties was closed quickly pursuant to authorities directives. Since reopening, now we have carried out sure COVID-19 particular protecting measures at every location, similar to limiting the variety of seats per desk recreation, growing the house between slot machines, temperature checks, and masks safety. Well being declarations and proof of detrimental COVID-19 take a look at outcomes are required for entry into gaming areas in Macau. Though all of our properties are presently open, we can not predict whether or not future closures, in full or partially, will happen.

Visitation to our properties and gross gaming revenues have considerably decreased for the reason that outbreak of COVID-19, pushed by the sturdy deterrent impact of the COVID-19 pandemic on journey and social actions, broad quarantine measures, journey restrictions and advisories, together with suggestions by the U.S. Division of State and the Facilities for Illness Management and Prevention, and in Macau, the suspension or diminished availability of the IVS, group tour scheme and different journey visas for guests. Whereas a few of the preliminary protecting measures and restrictions have eased since their preliminary implementation, sure border management, travel-related restrictions and situations, together with quarantine and medical remark measures, stringent well being declarations, COVID-19 testing and different procedures stay in place. Given the evolving situations created by and in response to the COVID-19 pandemic, we’re presently unable to find out when travel-related restrictions and situations shall be additional lifted. Measures which were lifted or are anticipated to be lifted could also be reintroduced if there are hostile developments within the COVID-19 state of affairs. Furthermore, as soon as journey advisories and restrictions are totally lifted, demand for on line casino resorts could stay weak for a big size of time and inbound tourism to Macau could also be gradual to get well. We can not predict when, oreven when, working outcomes at our properties will return to pre-outbreak ranges. Specifically, shopper conduct associated to discretionary spending and touring, together with demand for on line casino resorts, could also be negatively impacted by the hostile modifications within the perceived or precise financial local weather, together with greater unemployment charges, declines in earnings ranges and lack of private wealth ensuing from the impression of the COVID-19 pandemic. As well as, we can not predict the impression that the COVID-19 pandemic can have on our companions, similar to tenants, journey businesses, suppliers and different distributors, which can adversely impression our operations.

Given the uncertainty across the extent and timing of the potential future unfold or mitigation of COVID-19 and across the imposition or rest of containment measures, the impression on our outcomes of operations, money flows and monetary situation in 2021 and doubtlessly thereafter shall be materials, however can’t be moderately estimated at the moment. To the extent the COVID-19 pandemic adversely impacts our enterprise, operations, monetary situation and working outcomes, it might even have the impact of heightening lots of the different dangers associated to our enterprise, together with these referring to our means to lift capital, our excessive stage of indebtedness, our must generate ample money flows to service our indebtedness, and our means to adjust to the covenants or different restrictions contained within the agreements that govern our indebtedness. As well as, the COVID-19 pandemic has considerably elevated world financial and demand uncertainty. World restoration from the financial fallout of the COVID-19 pandemic may take a few years, which may proceed to have adversely impression our monetary situation and operations.

We’re topic to intensive state and native regulation, and licensing and gaming authorities have important management over our operations. The price of compliance or failure to adjust to such rules and authorities may have a detrimental impact on our enterprise.

The operations of our resorts are contingent upon our acquiring and sustaining all crucial licenses, permits, approvals, registrations, findings of suitability, orders and authorizations within the jurisdictions wherein our resorts are positioned. The legal guidelines, rules and ordinances requiring these licenses, permits and different approvals usually relate to the duty, monetary stability and character of the homeowners and managers of gaming operations, in addition to individuals financially or concerned in gaming operations.

Failure to stick to the regulatory and gaming necessities in Macau may consequence within the revocation of our Macau Operations’ concession or in any other case negatively have an effect on its operations in Macau. Furthermore, we’re topic to the danger that U.S. regulators could not allow us to conduct operations in Macau in a way according to the best way wherein we intend, or the relevant U.S. gaming authorities require us, to conduct our operations in the US.

Every of those regulatory authorities has intensive energy to license and oversee the operations of our on line casino resorts and has taken motion and will take motion towards the Firm and its associated licensees, together with actions that would have an effect on the flexibility or phrases upon which our subsidiaries maintain their gaming licenses and concessions, and the suitability of the Firm to proceed as a stockholder of these associates.

Ongoing investigations, litigation and different disputes may distract administration and lead to detrimental publicity and extra scrutiny from regulators.

The Firm is topic to numerous claims associated to our operations. These foregoing investigations, litigation and different disputes and any further such issues that will come up sooner or later, could be costly and should divert administration’s consideration from the operations of our companies. The investigations, litigation and different disputes may additionally result in further scrutiny from regulators, which may result in investigations referring to, and probably a detrimental impression on, the Firm’s gaming licenses and the Firm’s means to bid efficiently for brand new gaming market alternatives. As well as, the actions, litigation and publicity may negatively impression our enterprise, status and aggressive place and will cut back demand for shares of Wynn Resorts and WML and thereby have a detrimental impression on the buying and selling costs of their respective shares.

We rely on the continued companies of key managers and staff. If we don’t retain our key personnel or entice and retain different extremely expert staff, our enterprise will endure.

Our means to take care of our aggressive place relies to a big diploma on the companies of our senior administration workforce. Our success relies upon upon our means to draw, rent, and retain certified working, advertising, monetary, and technical personnel sooner or later. Given the extraordinary competitors for certified administration personnel in our trade, we could not be capable of rent or retain the required personnel. The lack of key administration and working personnel would seemingly have a cloth hostile impact on our enterprise, prospects, monetary situation, and outcomes of operations.

Our enterprise is especially delicate to reductions in discretionary shopper spending, together with because of financial downturns or growing geopolitical tensions.

The worldwide macroeconomic setting is dealing with important challenges, together with an prolonged financial downturn, and probably a world recession, triggered primarily by the worldwide COVID-19 pandemic, dampened enterprise sentiment and outlook, and numerous geopolitical and trade-related tensions. Our monetary outcomes have been, and are anticipated to proceed to be, affected by the worldwide and regional economic system. Any extreme or extended slowdown within the world or regional economic system could materially and adversely have an effect on our enterprise, outcomes of operations and monetary situation.

Not too long ago there have additionally been heightened tensions in worldwide relations, notably with respect to worldwide commerce, together with will increase in tariffs and firm and trade particular restrictions. These points, along with modifications in nationwide safety insurance policies and geopolitical points, can impression the worldwide and regional economic system and impression our enterprise in a detrimental trend. Numerous forms of restrictions have been positioned by authorities businesses on focused industries and firms which may doubtlessly negatively impression the supposed topic in addition to different firms and individuals sharing a typical nation of operations. All these occasions have additionally triggered important volatility in world fairness and debt capital markets which may set off a extreme contraction of liquidity within the world credit score markets.

Shopper demand for accommodations, on line casino resorts, commerce exhibits, conventions and for the kind of luxurious facilities that we provide is especially delicate to downturns within the economic system, which adversely have an effect on discretionary spending on leisure actions. As a result of a big variety of our clients come from the PRC, Hong Kong and Taiwan, the financial situation of Macau and its surrounding area, specifically, impacts the gaming trade in Macau and our Macau Operations. Adjustments in discretionary shopper spending or shopper preferences led to by elements similar to perceived or precise common financial situations, excessive unemployment, perceived or precise modifications in disposable shopper earnings and wealth, financial recession, modifications in shopper confidence within the economic system, fears of battle and acts of terrorism may cut back buyer demand for the posh facilities and leisure actions we provide and should negatively impression our working outcomes.

Demand for our services and products could also be negatively impacted by strained worldwide relations, financial disruptions, visa and journey restrictions or difficulties, anti-corruption campaigns, restrictions on worldwide cash transfers and different insurance policies or campaigns carried out by regional governments

A major quantity of our gaming revenues is generated from clients arriving from the PRC, Hong Kong and Taiwan. Strained worldwide relations, financial disruption and different comparable occasions may negatively impression the variety of guests to our amenities and the quantity they spend. As well as, insurance policies adopted every now and then by governments, together with any visa and journey restrictions or difficulties confronted by our clients similar to restrictions on exit visas for vacationers requiring them or restrictions on customer entry visas for the jurisdictions wherein we function, may disrupt the variety of guests to our properties from these affected locations, together with from the PRC, Hong Kong and Taiwan. It isn’t recognized when, or if, insurance policies proscribing visitation by PRC residents shall be put in place and such insurance policies could also be adjusted, with out discover, sooner or later. Moreover, anti-corruption campaigns could affect the conduct of sure of our clients and their spending patterns. Such campaigns, in addition to financial outflow insurance policies have particularly led to tighter financial switch rules in a variety of areas. These insurance policies could have an effect on and impression the variety of guests and the amount of cash they spend. The general impact of those campaigns and financial switch restrictions could negatively have an effect on our revenues and outcomes of operations.

Our enterprise is especially delicate to the willingness of our clients to journey to and spend time at our resorts. Acts or the specter of acts of terrorism, outbreak of infectious illness, regional political occasions and developments in sure international locations may trigger extreme disruptions in air and different journey and should in any other case negatively impression vacationers’ willingness to go to our resorts. Such occasions or developments may cut back the variety of guests to our amenities, leading to a cloth hostile impact on our enterprise and monetary situation, outcomes of operations or money flows.

We’re depending on the willingness of our clients to journey. Solely a small quantity of our enterprise is and shall be generated by native residents. Most of our clients journey to succeed in our Las Vegas and Macau properties. Acts of terrorism or considerations over the potential of such acts could severely disrupt home and worldwide journey, which might lead to a lower in buyer visits to Las Vegas and Macau, together with our properties. Regional conflicts may have the same impact on home and worldwide journey. Disruptions in air or different types of journey because of any terrorist act, outbreak of hostilities, escalation of battle or worldwide infectious illness outbreak would have an hostile impact on our enterprise and monetary situation, outcomes of operations and money flows. As well as, governmental motion and uncertainty ensuing from world political tendencies and insurance policies of main world economies, together with potential obstacles to journey, commerce and immigration can cut back demand for hospitality services and products, together with visitation to our resorts.

Our continued success will depend on our means to take care of the status of our resorts.

Our technique and built-in resort enterprise mannequin depend on constructive perceptions of our resorts and the extent of service we offer. Any deterioration in our status may have a cloth hostile impact on our enterprise, outcomes of operations and money flows. Our status could possibly be negatively impacted by our failure to ship the superior design and customer support for which we’re recognized or by occasions which might be past our management. Our status may additionally endure because of detrimental publicity concerning the Firm or our resorts, together with because of social media studies, whatever the accuracy of such publicity. The continued growth of media and social media codecs has compounded the potential scope of detrimental publicity and has made it tougher to regulate and successfully handle detrimental publicity.

We’re completely depending on a restricted variety of resorts for all of our money stream, which topics us to higher dangers than a gaming firm with extra working properties.

We’re presently completely dependent upon our Macau Operations, Las Vegas Operations and Encore Boston Harbor for all of our working money stream. Because of this, we’re topic to a higher diploma of danger than a gaming firm with extra working properties or higher geographic diversification. The dangers to which now we have a higher diploma of publicity embrace modifications in native financial and aggressive situations; modifications in native and state governmental legal guidelines and rules, together with gaming legal guidelines and rules, and the best way wherein these legal guidelines and rules are utilized; pure and different disasters, together with the outbreak of infectious illnesses; a rise in the price of sustaining our properties; a decline within the variety of guests to Las Vegas, Macau or Boston; and a lower in gaming and non-casino actions at our resorts. Any of those elements may negatively have an effect on our outcomes of operations and our means to generate ample money stream to make funds or preserve our covenants with respect to our debt.

We’re a mum or dad firm and our major supply of money is and shall be distributions from our subsidiaries.

We’re a mum or dad firm with restricted enterprise operations of our personal. Our major asset is the capital inventory of our subsidiaries. We conduct most of our enterprise operations by means of our direct and oblique subsidiaries. Accordingly, our major sources of money are dividends and distributions with respect to our possession pursuits in our subsidiaries which might be derived from the earnings and money stream generated by our working properties. Our subsidiaries may not generate ample earnings and money stream to pay dividends or distributions sooner or later. For instance, if the COVID-19 outbreak continues to interrupt our gaming operations or visitation to Macau or if the outbreak escalates, it might have a cloth hostile impact on our subsidiaries’ outcomes of operations and their means to pay dividends or distributions to us.

Our on line casino, lodge, conference and different amenities face intense competitors, which can enhance sooner or later.

Basic. The on line casino/lodge trade is very aggressive. Elevated competitors may lead to a lack of clients which can negatively have an effect on our money flows and outcomes of operations.

Macau Operations. There are three gaming concessions and three subconcessions approved by the Macau authorities for the operation of casinos in Macau, of which we maintain one of many gaming concessions. The Macau authorities has had the flexibility to grant further gaming concessions since April 2009. If the Macau authorities have been to permit further opponents to function in Macau by means of the grant of further concessions or subconcessions, we might face further competitors, which may have a cloth hostile impact on our enterprise, monetary situation, outcomes of operations and money flows. A number of of the present concessionaires and subconcessionaires have opened amenities within the Cotai space over the previous few years, which has considerably elevated gaming and non-gaming choices in Macau, with continued improvement and additional openings in Cotai anticipated within the close to future.

Our Macau Operations face competitors from casinos all through the world, together with Singapore, South Korea, the Philippines, Malaysia, Vietnam, Cambodia, Australia, Las Vegas, cruise ships in Asia that supply gaming and different casinos all through Asia. Moreover, sure different Asian international locations and areas have legalized or sooner or later could legalize gaming, similar to Japan, Taiwan and Thailand, which may enhance competitors for our Macau Operations.

Any violation of relevant Anti-Cash Laundering legal guidelines, rules or the International Corrupt Practices Act or sanctions may adversely have an effect on our enterprise, efficiency, prospects, worth, monetary situation, and outcomes of operations.

We cope with important quantities of money in our operations and are topic to numerous jurisdictions’ reporting and anti-money laundering legal guidelines and rules. Each U.S. and Macau governmental authorities focus closely on the gaming trade and compliance with anti-money laundering legal guidelines and rules. Every now and then, the Firm receives governmental and regulatory inquiries about compliance with such legal guidelines and rules. The Firm cooperates with all such inquiries. Any violation of anti-money laundering legal guidelines or rules may adversely have an effect on our enterprise, efficiency, prospects, worth, monetary situation, and outcomes of operations.

Additional, now we have operations, and a good portion of our income is derived exterior of the US. We’re due to this fact topic to rules imposed by the FCPA and different anti-corruption legal guidelines that usually prohibit U.S. firms and their intermediaries from providing, promising, authorizing or making improper funds to overseas authorities officers for the aim of acquiring or retaining enterprise. Violations of the FCPA and different anti-corruption legal guidelines could lead to extreme prison and civil sanctions in addition to different penalties, and the SEC and U.S. Division of Justice have elevated their enforcement actions with respect to such legal guidelines and rules. The Workplace of International Property Management and the Commerce Division administer and implement financial and commerce sanctions based mostly on U.S. overseas coverage and nationwide safety targets towards focused overseas states, organizations, and people. Failure to adjust to these legal guidelines and rules may enhance our value of operations, cut back our earnings, or in any other case adversely have an effect on our enterprise, monetary situation, and outcomes of operations.

Inner management insurance policies and procedures and worker coaching and compliance packages that now we have carried out to discourage prohibited practices will not be efficient in prohibiting our and our associates’ administrators, staff, contractors or brokers from violating or circumventing our insurance policies and the regulation. If we or our associates, or both of our respective administrators, staff or brokers fail to adjust to relevant legal guidelines or Firm insurance policies governing our operations, the Firm could face investigations, prosecutions and different authorized proceedings and actions, which may lead to civil penalties, administrative treatments and prison sanctions. Any such authorities investigations, prosecutions or different authorized proceedings or actions may adversely have an effect on our enterprise, efficiency, prospects, worth, monetary situation, and outcomes of operations.

Adversarial incidents or hostile publicity regarding our resorts or our company tasks may hurt our model and status and negatively impression our monetary outcomes.

Our status and the worth of our model, together with the notion held by our clients, enterprise companions, different key stakeholders and the communities wherein we do enterprise, are essential property. Our enterprise faces growing scrutiny associated to environmental, social and governance actions, and danger of injury to our status and the worth of our manufacturers if we fail to behave responsibly in a variety of areas, similar to variety and inclusion, environmental stewardship, provide chain administration, sustainability, office conduct, human rights, philanthropy, and assist for native communities. Any hurt to our status may have a cloth hostile impact on our enterprise, outcomes of operations, and money flows.

Compliance with altering legal guidelines and rules could lead to further bills and compliance dangers.

Altering legal guidelines and rules are creating uncertainty for gaming firms. These altering legal guidelines and rules are topic to various interpretations in lots of circumstances as a result of their lack of specificity, current issuance and/or lack of steerage. Because of this, their utility in follow could evolve over time as new steerage is offered by regulatory and governing our bodies. As well as, additional regulation of casinos, monetary establishments and public firms is feasible. This might lead to persevering with uncertainty and better prices concerning compliance issues. As a consequence of our dedication to take care of excessive requirements of compliance with legal guidelines and public disclosure, our efforts to adjust to evolving legal guidelines, rules and requirements have resulted in and are prone to proceed to lead to elevated common and administrative expense. As well as, we’re topic to completely different events’ interpretation of our compliance with these new and altering legal guidelines and rules.

System failure, data leakage and the price of sustaining ample cybersecurity may adversely have an effect on our enterprise.

We depend on data expertise and different techniques (together with these maintained by third events with whom we contract to supply information companies) to take care of and transmit massive volumes of buyer monetary data, bank card settlements, bank card funds transmissions, mailing lists and reservations data and different personally identifiable data. We additionally preserve essential inner firm information similar to personally identifiable details about our staff and knowledge referring to our operations. The techniques and processes now we have carried out to guard clients, staff and firm data are topic to the ever-changing danger of compromised safety. These dangers embrace cyber and bodily safety breaches, system failure, pc viruses, and negligent or intentional misuse by clients, firm staff, or staff of third-party distributors. The steps we take to discourage and mitigate these dangers will not be profitable and our insurance coverage protection for safeguarding towards cybersecurity dangers will not be ample. Our third-party data system service suppliers face dangers referring to cybersecurity just like ours, and we don’t instantly management any of such events’ data safety operations.

Regardless of the safety measures we presently have in place, our amenities and techniques and people of our third-party service suppliers could also be weak to safety breaches, acts of vandalism, phishing assaults, pc viruses, misplaced or misplaced information, programming or human errors and different occasions. Cyber-attacks have gotten more and more tougher to anticipate and forestall as a result of their quickly evolving nature and, because of this, the expertise we use to guard our techniques from being breached or compromised may turn out to be outdated as a result of advances in pc capabilities or different technological developments.

Any perceived or precise digital or bodily safety breach involving the misappropriation, loss, or different unauthorized disclosure of confidential or personally identifiable data, together with penetration of our community safety, whether or not by us or by a 3rd get together, may disrupt our enterprise, injury our status and {our relationships} with our clients or staff, expose us to dangers of litigation, important fines and penalties and legal responsibility, consequence within the deterioration of our clients’ and staff’ confidence in us, and adversely have an effect on our enterprise, outcomes of operations and monetary situation. Since we don’t management third-get together service suppliers and can’t assure that no digital or bodily pc break-ins and safety breaches will happen sooner or later, any perceived or precise unauthorized disclosure of personally identifiable data concerning our staff, clients or web site guests may hurt our status and credibility and cut back our means to draw and retain staff and clients. As these threats develop and develop, we could discover it essential to make important additional investments to guard information and our infrastructure, together with the implementation of latest pc techniques or upgrades to current techniques, deployment of further personnel and protection-related applied sciences, engagement of third-party consultants, and coaching of staff. The prevalence of any of the cyber incidents described above may have a cloth hostile impact on our enterprise, outcomes of operations and money flows.

Our enterprise may endure if our pc techniques and web sites are disrupted or stop to function successfully.

We’re depending on our pc techniques to document and course of transactions and handle and function our enterprise, together with processing funds, accounting for and reporting monetary outcomes, and managing our staff and worker profit packages. Given the complexity of our enterprise, it’s crucial that we preserve uninterrupted operation of our pc {hardware} and software program techniques. Regardless of our preventative efforts, our techniques are weak to wreck or interruption from, amongst different issues, safety breaches, pc viruses, technical malfunctions, insufficient system capability, energy outages, pure disasters, and utilization errors by our staff or third-party consultants. If our data expertise techniques turn out to be broken or in any other case stop to operate correctly, we could must make important investments to restore or change them. Moreover, confidential or delicate information associated to our clients or staff could possibly be misplaced or compromised. Any materials disruptions in our data expertise techniques may have a cloth hostile impact on our enterprise, outcomes of operations, and monetary situation.

If a 3rd get together efficiently challenges our possession of, or proper to make use of, the Wynn-related emblems and/or service marks, our enterprise or outcomes of operations could possibly be harmed.

Our mental property property, particularly the emblem model of “Wynn,” are amongst our most precious property. We now have filed functions with the PTO and with numerous overseas patent and trademark registries together with registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, sure European international locations and numerous different jurisdictions all through the world, to register quite a lot of WYNN-related emblems and repair marks in reference to quite a lot of items and companies. A few of the functions are based mostly upon ongoing use and others are based mostly upon a bona fide intent to make use of the marks sooner or later.

A typical aspect of most of those marks is using the surname “WYNN.” As a common rule, a surname (or the portion of a mark primarily constituting a surname) shouldn’t be eligible for registration until the surname has acquired “secondary that means.” Thus far, now we have been profitable in demonstrating to the PTO such secondary that means for the WYNN marks, in sure of the functions, based mostly upon elements together with the Firm’s long-term use, promoting and promotional efforts associated to the marks and the extent of worldwide fame achieved by the marks, however we can not guarantee you that we are going to achieve success with the opposite pending functions.

Federal registrations are usually not fully dispositive of the proper to such marks. Third events who declare prior rights with respect to comparable marks could nonetheless problem our proper to acquire registrations or our use of the marks and search to beat the presumptions afforded by such registrations.

Moreover, because of the elevated use of expertise in computerized gaming machines and in enterprise operations usually, different types of mental property rights (similar to patents and copyrights) have gotten of elevated relevance. It’s attainable that, sooner or later, third events would possibly assert superior mental property rights or allege that their mental property rights cowl some facet of our operations. The protection of such allegations could lead to substantial bills, and, if such claims are efficiently prosecuted, could have a cloth impression on our enterprise. There was a rise within the worldwide operation of fraudulent on-line playing and funding web sites trying to rip-off and defraud members of the general public. Web sites providing these or comparable actions and alternatives that use our names or comparable names or photographs in likeness to ours, are doing so with out our authorization and probably unlawfully and with prison intent. If our efforts to trigger these websites to be shut down by means of civil motion and by reporting these websites to the suitable authorities (the place relevant) are unsuccessful or not well timed accomplished, these unauthorized actions could proceed and hurt our status and negatively have an effect on our enterprise. Efforts we take to amass and defend our mental property rights towards unauthorized use all through the world could also be pricey and will not be profitable in defending and preserving the standing and worth of our mental property property.

Dangers Related to our Macau Operations

Our Macau Operations could also be affected by hostile political and financial situations.

Our Macau Operations are topic to important political, financial and social dangers inherent in doing enterprise in an rising market. The longer term success of our Macau Operations will depend upon political and financial situations in Macau and PRC. For instance, fiscal decline, worldwide relations, and civil, home or worldwide unrest in Macau, China or the encircling area may considerably hurt our enterprise, not solely by lowering buyer demand for on line casino resorts, but additionally by growing the danger of imposition of taxes and change controls or different governmental restrictions, legal guidelines or rules that may impede our Macau Operations or our means to repatriate funds.

Revenues from our Macau gaming operations will finish if we can not safe an extension or renewal of our concession, or a brand new concession, by June 26, 2022, or if the Macau authorities workout routines its redemption proper.

The time period of our concession settlement with the Macau authorities ends on June 26, 2022. Except the time period of our concession settlement is prolonged or renewed or we obtain a brand new gaming concession or different proper to function gaming at our resorts in Macau, topic to any separate association with the Macau authorities, all of our gaming operations and associated gear in Macau shall be routinely transferred to the Macau authorities with out compensation to us and we are going to stop to generate any revenues from these operations on the finish of the time period of our concession settlement. The Macau authorities has publicly commented thatit’s learning the method by which concessions and subconcessions could also be renewed, prolonged or issued. Efficient since June 2017, the Macau authorities could redeem our concession settlement by offering us at the very least one yr’s prior discover. Within the occasion the Macau authorities workout routines this redemption proper, we’re entitled to honest compensation or indemnity based mostly on the quantity of income generated through the tax yr previous to the redemption multiplied by the remaining years underneath our concession. We’re contemplating numerous choices to put us in place for the renewal, extension or concession utility course of; nonetheless, we could not be capable of prolong our concession settlement or renew our concession or acquire a brand new concession on phrases favorable to us or in any respect. If our concession is redeemed, the compensation paid to us will not be enough to compensate us for the lack of future revenues. The redemption of or failure to increase or renew our concession or acquire a brand new concession would have a cloth hostile impact on our outcomes of operations.

The smoking management laws in Macau may have an hostile impact on our enterprise, monetary situation, outcomes of operations and money flows.

Underneath the Macau Smoking Prevention and Tobacco Management Regulation, as of January 1, 2019, smoking on on line casino premises is simply permitted in approved segregated smoking lounges with no gaming actions and such smoking lounges are required to adjust to the situations set out within the rules. The present smoking laws, and any smoking laws supposed to totally ban all smoking in casinos, could deter potential gaming clients who’re people who smoke from frequenting casinos in Macau and disrupt the variety of clients visiting or the period of time visiting clients spend at our property, which may have a cloth hostile impact on our enterprise, monetary situation, outcomes of operations and money flows.

Excessive climate situations could have an hostile impression on our Macau Operations.

Macau’s subtropical local weather and site on the South China Sea are topic to excessive climate situations together with typhoons and heavy rainstorms, similar to Hurricane Mangkhut in 2018 and Hurricane Hato in 2017. Unfavorable climate situations may negatively have an effect on the profitability of our resorts and forestall or discourage friends from touring to Macau. Any flooding, unscheduled interruption within the expertise or transportation companies or interruption within the provide of public utilities could result in a shutdown of any of our resorts in Macau. The prevalence and timing of such occasions can’t be predicted or managed by us and should have a cloth hostile impact on our enterprise, monetary situation, outcomes of operations, and money flows.

If our Macau Operations fail to adjust to the concession settlement, the Macau authorities can terminate our concession with out compensation to us, which might have a cloth hostile impact on our enterprise and monetary situation.

The Macau authorities has the proper to unilaterally terminate our concession within the occasion of our materials non-compliance with the essential obligations underneath the concession and relevant Macau legal guidelines. The concession settlement expressly gives a non-exhaustive checklist of details and circumstances underneath which the federal government of Macau could unilaterally rescind the concession settlement of our Macau Operations, together with if it conducts unauthorized video games or actions which might be excluded from its company function; suspends gaming operations inMacau for greater than seven consecutive days (or greater than 14 days in a civil yr) with out justification; defaults in fee of taxes, premiums, contributions or different required quantities; doesn’t adjust to authorities inspections or supervision; systematically fails to watch its obligations underneath the concession system; or doesn’t adjust to instructions issued by the Macau authorities, specifically the Macau gaming regulator; fails to take care of financial institution ensures or bonds passable to the federal government; is the topic of chapter proceedings or turns into bancrupt; engages in critical fraudulent exercise, damaging to the general public curiosity; or repeatedly violates relevant gaming legal guidelines.

If the federal government of Macau unilaterally rescinds the concession settlement, our Macau Operations shall be required to compensate the federal government in accordance with relevant regulation, and the areas outlined as on line casino house underneath Macau regulation and the entire gaming gear pertaining to our gaming operations shall be transferred to the federal government with out compensation. The lack of our concession would prohibit us from conducting gaming operations in Macau, which might have a cloth hostile impact on our enterprise and monetary situation.

We rely upon gaming promoters for a good portion of our gaming income. If we’re unable to take care of, or develop further, profitable relationships with respected gaming promoters, our means to take care of or develop our gaming revenues could possibly be adversely affected.

A good portion of our gaming income in Macau is generated by clientele of our gaming promoters. There may be intense competitors amongst on line casino operators in Macau for companies offered by gaming promoters. We anticipate that this competitors will additional intensify as further casinos open in Macau. If we’re unable to take care of, or develop further, profitable relationships with respected gaming promoters, or lose a big variety of our gaming promoters to our opponents, our means to take care of or develop our gaming revenues shall be adversely affected and we must search other ways of creating relationships with premium clients. As well as, if our gaming promoters are unable to develop or preserve relationships with premium clients, our means to take care of or develop our gaming revenues shall be hampered.

The monetary sources of our gaming promoters could also be inadequate to permit them to proceed doing enterprise in Macau which may adversely have an effect on our enterprise and monetary situation. Our gaming promoters could expertise problem in attracting clients.

Financial and regulatory elements within the area could trigger our gaming promoters to expertise difficulties of their Macau operations, together with intensified competitors in attracting clients to come back to Macau. Additional, gaming promoters could face a lower in liquidity, limiting their means to grant credit score to their clients, and difficulties in accumulating credit score they prolonged beforehand. The lack to draw ample clients, grant credit score and acquire quantities due in a well timed method could negatively have an effect on our gaming promoters’ operations, inflicting gaming promoters to wind up or liquidate their operations or leading to a few of our gaming promoters leaving Macau. Present and any future difficulties may have an hostile impression on our outcomes of operations.

Elevated competitors for the companies of gaming promoters could require us to pay elevated fee charges to gaming promoters.

Sure gaming promoters have important leverage and bargaining energy in negotiating operational agreements with on line casino operators. This leverage may lead to gaming promoters negotiating modifications to our operational agreements, together with greater commissions, or the lack of enterprise to a competitor or the lack of sure relationships with gaming promoters. If we have to enhance our fee charges or in any other case change our practices with respect to gaming promoters as a result of aggressive forces, our outcomes of operations could possibly be adversely affected.

Failure by the gaming promoters with whom we work to adjust to Macau gaming legal guidelines and excessive requirements of probity and integrity would possibly have an effect on our status and talent to adjust to the necessities of our concession, Macau gaming legal guidelines and different gaming licenses.

The reputations and probity of the gaming promoters with whom we work are essential to our personal status and to our means to function in compliance with our concession, Macau gaming legal guidelines and different gaming licenses. We conduct periodic opinions of the probity and compliance packages of our gaming promoters. Nonetheless, we’re not in a position to management our gaming promoters’ compliance with these excessive requirements of probity and integrity, and our gaming promoters could violate provisions of their contracts with us designed to make sure such compliance. As well as, if we enter into a brand new enterprise relationship with a gaming promoter whose probity is unsure, this can be thought of by regulators or buyers to mirror negatively on our personal probity. If our gaming promoters are unable to take care of required requirements of probity and integrity, we could face penalties from gaming regulators with authority over our operations. Moreover, if any of our gaming promoters violate the Macau gaming legal guidelines whereas on our premises, the Macau authorities could, in its discretion, take enforcement motion towards us, the gaming promoter, or every concurrently, and we could also be sanctioned and our status could possibly be harmed.

Unfavorable modifications in foreign money change charges could enhance our Macau Operations’ obligations underneath the concession settlement and trigger fluctuations within the worth of our funding in Macau.

The foreign money delineated in our Macau Operations’ concession settlement with the federal government of Macau is the Macau pataca. The Macau pataca is linked to the Hong Kong greenback, and the 2 are sometimes used interchangeably in Macau. The Hong Kong greenback is linked to the U.S. greenback and the change price between these two currencies has remained comparatively secure over the previous a number of years.

If the Hong Kong greenback and the Macau pataca are not linked to the U.S. greenback, the change price for these currencies could severely fluctuate. The present price of change fastened by the relevant financial authorities for these currencies may additionally change.

A lot of our Macau Operations’ fee and expenditure obligations are in Macau patacas. We count on that many of the revenues for any on line casino that we function in Macau shall be in Hong Kong {dollars}. Because of this, we’re topic to overseas change danger with respect to the change price between Macau patacas and Hong Kong {dollars} and the Hong Kong greenback and the U.S. greenback. As a result of sure debt obligations of our Macau-related entities have incurred U.S. dollar-denominated debt, fluctuations within the change charges of the Macau pataca or the Hong Kong greenback, in relation to the U.S. greenback, may have hostile results on our outcomes of operations, monetary situation and talent to service our debt.

Foreign money change controls and foreign money export restrictions may negatively impression our Macau Operations.

Foreign money change controls and restrictions on the export of foreign money by sure international locations could negatively impression the success of our Macau Operations. For instance, there are presently current foreign money change controls and restrictions on the export of the renminbi, the foreign money of the PRC. Restrictions on the export of the renminbi could impede the stream of gaming clients from the PRC to Macau, inhibit the expansion of gaming in Macau and negatively impression our Macau Operations.

Our Macau subsidiaries’ indebtedness is secured by a considerable portion of their property.

Topic to relevant legal guidelines, together with gaming legal guidelines, and sure agreed upon exceptions, our Macau subsidiaries’ debt is secured by liens on considerably all of their property. Within the occasion of a default by such subsidiaries underneath their financing paperwork, or if such subsidiaries expertise insolvency, liquidation, dissolution or reorganization, the holders of such secured debt would first be entitled to fee from their collateral safety, after which would the holders of our Macau subsidiaries’ unsecured debt be entitled to fee from their remaining property, and solely then would we, as a holder of capital inventory, be entitled to distribution of any remaining property.

Conflicts of curiosity could come up as a result of sure of our administrators and officers are additionally administrators of Wynn Macau, Restricted.

Wynn Macau, Restricted, an oblique majority owned subsidiary of Wynn Resorts and the developer, proprietor and operator of Wynn Macau and Wynn Palace, listed its odd shares of widespread inventory on The Inventory Trade of Hong Kong Restricted in October 2009. As of December 31, 2020, Wynn Resorts owns roughly 72% of Wynn Macau, Restricted’s odd shares of widespread inventory. On account of Wynn Macau, Restricted having stockholders who are usually not affiliated with us, we and sure of our officers and administrators who additionally function officers and/or administrators of Wynn Macau, Restricted could have conflicting fiduciary obligations to our stockholders and to the minority stockholders of Wynn Macau, Restricted. Choices that would have completely different implications for Wynn Resorts and Wynn Macau, Restricted, together with contractual preparations that now we have entered into or could sooner or later enter into with Wynn Macau, Restricted, could give rise to the looks of a possible battle of curiosity.

The Macau authorities has established a most variety of gaming tables that may be operated in Macau and has restricted the variety of new gaming tables at new gaming areas in Macau.

As of December 31, 2020, we had a complete of 323 desk video games at Wynn Palace and 331 at Wynn Macau. The combination of desk video games in operation at Wynn Palace and Wynn Macau modifications every now and then because of advertising and working methods in response to altering market demand and trade competitors. Failure to shift the combo of our desk video games in anticipation of market calls for and trade tendencies could negatively impression our working outcomes.

Dangers Associated to our Indebtedness

We’re extremely leveraged and future money stream will not be ample for us to fulfill our obligations, and we’d have problem acquiring extra financing.

We now have a considerable quantity of consolidated debt in relation to our fairness.

Failure to fulfill our fee obligations or different obligations may lead to acceleration of our indebtedness, foreclosures upon our property that function collateral or chapter and set off cross defaults underneath different agreements. Servicing our indebtedness requires a considerable portion of our money stream from our operations and reduces the quantity of accessible money, if any, to fund working capital and different money necessities or pay for different capital expenditures. We could not be capable of acquire further financing, if wanted. The relevant charges with respect to a portion of the curiosity we pay will fluctuate with market charges and, accordingly, our curiosity expense will enhance if market rates of interest enhance.

Merchandise 2. Properties

The next desk presents our important land holdings. We personal or have obtained the proper to make use of these properties. We additionally personal or lease numerous different improved and unimproved properties related to our improvement tasks.

Approximate

Property

Acres

Location

Macau Operations(1)

Wynn Palace

51

Positioned within the Cotai space of Macau.

Wynn Macau

16

Positioned in downtown Macau’s interior harbor.

67

(1) The federal government of Macau owns many of the land in Macau. Most often, personal pursuits in actual property positioned in Macau are obtained by means of long-term leases referred to as concessions and different grants of rights to make use of land from the federal government. Wynn Palace and Wynn Macau are constructed on land leased underneath land concession contracts every with phrases of 25 years from Might 2012 and August 2004, respectively, which can be renewed with authorities approval for successive durations.

Merchandise 3. Authorized Proceedings

We’re often get together to lawsuits. As with all litigation, no assurance could be offered as to the end result of such issues and we observe that litigation inherently includes important prices. For data concerning the Firm’s authorized proceedings see Merchandise 1A – “Threat Elements” on this Annual Report on Type 10-Okay.

Merchandise 7. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations

Overview

By our roughly 72% possession of WML, we function two built-in resorts within the Macau Particular Administrative Area of the Folks’s Republic of China (“Macau”), Wynn Palace and Wynn Macau (collectively, our “Macau Operations”).

Latest Developments Associated to COVID-19

In January 2020, a brand new pressure of coronavirus, COVID-19 (“COVID-19”), was recognized. Since then, COVID-19 has unfold world wide, and steps have been taken by numerous international locations, together with these wherein the Firm operates, to advise residents to keep away from non-essential journey, to limit inbound worldwide journey, to implement closures of non-essential operations, and to implement quarantines and lockdowns to include the unfold of the virus. A number of vaccines have been granted authorizations in quite a few international locations and vaccines are being rolled out to residents based mostly on their precedence of want. There could be no assurance as to when a ample variety of people shall be vaccinated, allowing journey restrictions to be lifted.

Macau Operations

In response to the COVID-19 pandemic, the Macau authorities introduced on February 4, 2020 the closure of all on line casino operations in Macau, together with these at Wynn Palace and Wynn Macau, for a interval of 15 days. On February 20, 2020, on line casino operations at Wynn Palace and Wynn Macau reopened on a diminished foundation and have since been totally restored; nonetheless, sure COVID-19 particular protecting measures, similar to limiting the variety of seats per desk recreation, growing the spacing between lively slot machines and customer entry checks and necessities involving temperature checkpoints, masks carrying, well being declarations and proof of detrimental COVID-19 take a look at outcomes stay in impact this present day.

Visitation to Macau has fallen considerably for the reason that outbreak of COVID-19, pushed by the sturdy deterrent impact of the COVID-19 Pandemic on journey and social actions, the suspension or diminished availability of the IVS, group tour scheme and different journey visas for guests, quarantine measures in Macau and elsewhere, journey and entry restrictions and situations in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, amongst different issues, and the suspension or diminished accessibility of transportation to and from Macau. Complete visitation from PRC to Macau decreased by 83.0% within the yr ended December 31, 2020, in contrast with the yr ended December 31, 2019. Regionally, bans on entry or enhanced quarantine necessities, relying on the individual’s residency and their current journey historical past, for any Macau residents, PRC residents, Hong Kong residents and Taiwan residents trying to enter Macau are drastically impacting visitation. At current, bans on entry or enhanced quarantine necessities stay in place for folks trying to enter Macau, relying on numerous situations similar to the standard visa necessities, their COVID-19 take a look at outcomes, function of go to, current journey historical past and/or different situations as relevant.

Whereas many points of those journey restrictions and situations proceed to adversely impression visitations to Macau, starting in June 2020 sure restrictions and situations have eased to permit for visitation to Macau as sure areas get well from the COVID-19 pandemic. Quarantine-free journey, topic to COVID-19 safeguards similar to testing and the standard visa necessities, was reintroduced between Macau and an growing variety of areas and cities inside the PRC in progressive phases from June to August 2020, commencing with an space in Guangdong Province, which is adjoining to Macau, and increasing to further areas and main cities inside Guangdong Province, adopted by most different areas of the PRC. On September 23, 2020, PRC authorities totally resumed the IVS exit visa program, which allows particular person PRC residents from almost 50 PRC cities to journey to Macau for tourism functions.

However these developments, sure border management, travel-related restrictions and situations, together with sure quarantine and medical remark measures, stringent well being declarations, COVID-19 testing and different procedures stay in place, and all guests want to check detrimental for COVID-19 earlier than coming into Macau.

Given the evolving situations created by and in response to the COVID-19 pandemic, we’re presently unable to find out when travel-related restrictions and situations shall be additional lifted. Measures which were lifted or are anticipated to be lifted could also be reintroduced if there are hostile developments within the COVID-19 state of affairs in Macau and different areas with entry to Macau.

The disruptions arising from the COVID-19 outbreak have had, through the yr ended December 31, 2020, and can proceed to have an hostile impact on the Firm’s outcomes of operations. Our operations are producing extraordinarily restricted income. Given the uncertainty across the extent and timing of the potential future unfold or mitigation of COVID-19 and across the imposition or rest of protecting measures, the impression on the Firm’s consolidated outcomes of operations, money flows and monetary situation in 2020 and doubtlessly thereafter shall be materials, however can’t be moderately estimated at the moment as it’s unknown when the COVID-19 pandemic will finish, when or if our properties will return to pre-pandemic demand and pricing, when or how shortly the present journey restrictions shall be modified or stop to be crucial and the ensuing impression on the Firm’s enterprise.

Key Working Measures

Sure key working measures particular to the gaming trade are included in our dialogue of our operational efficiency for the durations for which the Consolidated Statements of Operations are introduced. These key working measures are introduced as supplemental disclosures as a result of administration and/or sure buyers use these measures to higher perceive period-over-period fluctuations in our on line casino and lodge working revenues. These key working measures are outlined under:

  • • Desk drop in mass marketplace for our Macau Operations is the amount of money that’s deposited in a gaming desk’s drop field plus money chips bought on the on line casino cage.

  • • Rolling chips are non-negotiable identifiable chips which might be used to trace turnover for functions of calculating incentives inside our Macau Operations’ VIP program.

  • • Turnover is the sum of all dropping rolling chip wagers inside our Macau Operations’ VIP program.

  • • Desk video games win is the quantity of desk drop or turnover that’s retained and recorded as on line casino revenues. Desk video games win is earlier than reductions, commissions and the allocation of on line casino revenues to rooms, meals and beverage and different revenues for companies offered to on line casino clients on a complimentary foundation. Desk video games win doesn’t embrace poker rake.

  • • Slot machine win is the quantity of deal with (representing the whole quantity wagered) that’s retained by us and is recorded as on line casino revenues. Slot machine win is after adjustment for progressive accruals and free play, however earlier than reductions and the allocation of on line casino revenues to rooms, meals and beverage and different revenues for companies offered to on line casino clients on a complimentary foundation.

  • • Poker rake is the portion of money wagered by patrons in our poker rooms that’s retained by the on line casino as a service charge, after adjustment for progressive accruals, however earlier than the allocation of on line casino revenues to rooms, meals and beverage and different revenues for companies offered to on line casino clients on a complimentary foundation. Poker tables are usually not included in our measure of common variety of desk video games.

  • • Common each day price (“ADR”) is calculated by dividing complete room revenues, together with complimentaries (much less service expenses, if any), by complete rooms occupied.

  • • Income per obtainable room (“REVPAR”) is calculated by dividing complete room revenues, together with complimentaries (much less service expenses, if any), by complete rooms obtainable.

  • • Occupancy is calculated by dividing complete occupied rooms, together with complimentary rooms, by the whole rooms obtainable.

Under is a dialogue of the methodologies used to calculate win percentages at our resorts.

In our VIP operations in Macau, clients primarily buy rolling chips from the on line casino cage and might solely use them to make wagers. Successful wagers are paid in money chips. The lack of the rolling chips within the VIP operations is recorded as turnover and gives a base for calculating VIP win proportion. It’s customary in Macau to measure VIP play utilizing this rolling chip technique. We count on our win as a proportion of turnover from these operations to be inside the vary of two.7% to three.0%.

In our mass market operations in Macau, clients could buy money chips at both the gaming tables or on the on line casino cage. The measurements from our VIP and mass market operations are usually not comparable because the measurement technique utilized in our mass market operations tracks the preliminary buy of chips on the desk and on the on line casino cage, whereas the measurement technique from our VIP operations tracks the sum of all dropping wagers. Accordingly, the bottom measurement from the VIP operations is way bigger than the bottom measurement from the mass market operations. Because of this, the anticipated win proportion with the identical quantity of gaming win is decrease within the VIP operations when in comparison with the mass market operations.

Outcomes of Operations

Abstract annual outcomes

The lower in working revenues for the yr ended December 31, 2020 was primarily pushed by decreases of $2.04 billion, $1.60 billion, $885.5 million, and $2.Three million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively. These declines have been precipitated by the hostile results of the COVID-19 pandemic, together with journey restrictions, property closures and capability limitations at our Macau Operations, our Las Vegas Operations and Encore Boston Harbor.

The lower in Adjusted Property EBITDA for the yr ended December 31, 2020 was pushed by decreases of $879.2 million, $736.Zero million, $470.2 million, and $46.9 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and was primarily associated to the hostile results of the COVID-19 pandemic on the outcomes of our operations.

Monetary outcomes for the yr ended December 31, 2020 in comparison with the yr ended December 31, 2019.

Working revenues

The next desk presents our working revenues (in 1000’s):

Years Ended December 31,2020

2019

Improve/ (Lower)P.c ChangeWorking revenues

Macau Operations:

Wynn Palace Wynn Macau

$(2,038,274) (80.1)

474,657

2,070,029

(1,595,372) (77.1)

Complete Macau Operations

980,077 27

4,613,723

(3,633,646) (78.8)

On line casino revenues

On line casino revenues decreased primarily because of the hostile results of the COVID-19 pandemic, together with the closure of our on line casino operations in Macau for a 15-day interval in February and their subsequent reopening on a diminished foundation, and the closures of our Las Vegas Operations from March 17, 2020 till June 4, 2020, and Encore Boston Harbor from March 15, 2020 till July 10, 2020. Every of our properties reopened with sure COVID-19 particular protecting measures in place, together with limitations on the variety of seats per desk recreation and elevated spacing between lively slot machines. The desk under units forth our on line casino revenues and related key working measures ({dollars} in 1000’s, apart from win per unit per day):

Years Ended December 31,2020

2019

Improve/ (Lower)P.c ChangeMacau Operations:

Wynn Palace:

Complete on line casino revenues VIP:

$368,284

$2,139,756

$(1,771,472) (82.8)

Common variety of desk video games VIP turnover

VIP desk video games win

VIP win as a % of turnover Desk video games win per unit per day

99 $9,631,018 $168,435 1.75 % $4,850

109 $45,847,647 $1,519,225 3.31 % $38,224

(10) (9.2)

$(36,216,629) (79.0)

$(1,350,790) (88.9)

(1.56)

$(33,374) (87.3)

Mass market:

Common variety of desk video games Desk drop Desk video games win Desk video games win % Desk video games win per unit per day

212 $1,242,100 $299,181 24.1 % $4,009

216

(4) (1.9)

$5,122,897 $(3,880,797) (75.8)

$1,251,920 24.4 % $15,902

$(952,739) (76.1)

(0.3)

$(11,893) (74.8)

Common variety of slot machines Slot machine deal with Slot machine win

591

1,054

(463) (43.9)

$(2,918,612) (74.5)

$39,175

$195,367

$(156,192) (79.9)

Slot machine win per unit per day

Wynn Macau:

Complete on line casino revenues VIP:

$188 $344,595

$508 $1,796,209

$(320) (63.0)

$(1,451,614) (80.8)

Common variety of desk video games VIP turnover

VIP desk video games win

VIP win as a % of turnover Desk video games win per unit per day

89 $5,841,627 $185,059 3.17 % $5,925 28

106

(17) (16.0)

$35,426,483 $(29,584,856) (83.5)

$1,081,934 3.05 % $27,864

$(896,875) (82.9)

0.12

$(21,939) (78.7)

Years Ended December 31,Improve/

2020

Mass market:

Common variety of desk video games Desk drop Desk video games win Desk video games win % Desk video games win per unit per day

Common variety of slot machines Slot machine deal with Slot machine win

Slot machine win per unit per day

Poker rake

Non-casino revenues

225 $1,384,537 $259,361 18.7 % $3,279

207

$5,410,439 $(4,025,902) (74.4)

$1,099,353 20.3 % $14,519

504

807

18 8.7

$(839,992) (76.4)

(1.6)

$(11,240) (77.4)

(303) (37.5)

$(2,715,114) (76.6)

$31,153

$170,358

$(139,205) (81.7)

$176 $2,083

$578 $20,835

$(402) (69.6)

$(18,752) (90.0)

The desk under units forth our room revenues and related key working measures:

Years Ended December 31,2020

2019

Improve/ (Lower)Macau Operations:

Wynn Palace:

Complete room revenues

({dollars} in 1000’s) Occupancy

ADR REVPAR Wynn Macau:

Complete room revenues

({dollars} in 1000’s) Occupancy

$46,110 29.8 % $235 $70

$174,576

$(128,466) (73.6)

97.2 % (67.4)

P.c ChangeP.c Change

$269 $(34) (12.6)

$262 $(192) (73.3)

$39,111 34.8 % $276 $96

$110,387 $(71,276) (64.6) 99.2 % (64.4)

ADR REVPAR

$286 $(10) (3.5)

$284 $(188) (66.2)

Leisure, retail and different revenues decreased $193.1 million, primarily as a result of a lower in visitation to Macau and our Macau Operations and momentary closures of our Las Vegas Operations and Encore Boston Harbor ensuing from the hostile results of the COVID-19 pandemic. The closure of the Le Reve present at our Las Vegas Operations and hire concessions offered to tenants at our Macau Operations additionally contributed to the lower.

Working bills

On line casino bills decreased $1.03 billion, $797.Eight million, and $49.Eight million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively. These decreases have been primarily as a result of reductions in gaming tax expense commensurate with the declines in on line casino revenues at every property ensuing from the results of the COVID-19 pandemic in addition to decrease payroll and different working prices.

Room bills decreased $75.2 million, $20.Eight million, and $7.Three million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. The decreases have been primarily a results of decrease working prices associated to the declines in occupancy at our Las Vegas Operations and our Macau Operations ensuing from the results of the COVID-19 pandemic in addition to the momentary closure of our Las Vegas Operations, as beforehand famous.

Meals and beverage bills decreased $214.Eight million, $48.Eight million, $22.Eight million, and $11.2 million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively. The decreases have been primarily a results of decrease working prices associated to the declines in meals and beverage revenues at every property in addition to decrease nightlife leisure prices at our Las Vegas Operations ensuing from the results of the COVID-19 pandemic.

Leisure, retail and different bills decreased $59.Eight million, $13.9 million, and $7.2 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. The decreases have been primarily a results of decrease working prices associated to the declines in leisure, retail and different revenues at every property ensuing from the results of the COVID-19 pandemic, together with the closure of the Le Reve present at our Las Vegas Operations, and have been partially offset by elevated leisure, retail and different bills of $3.Three million at Encore Boston Harbor because of the opening of the property in June 2019.

Basic and administrative bills decreased $54.5 million, $31.Three million, and $27.6 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively. These decreases have been primarily attributable to the results of the COVID-19 pandemic.

The availability for credit score losses elevated $15.1 million, $14.Eight million, $10.2 million, and $2.Four million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively. The will increase have been primarily because of the impression of historic assortment patterns and expectations of present and future assortment tendencies in gentle of the COVID-19 pandemic, in addition to the precise evaluate of buyer accounts, on our estimated credit score loss for the respective durations.

Our property expenses and different bills for the yr ended December 31, 2020 consisted primarily of asset disposals and abandonments of $24.Four million, $12.Eight million, and $21.5 million at Wynn Palace, Encore Boston Harbor and Company and different, respectively. Our property expenses and different bills for the yr ended December 31, 2019 consisted primarily of asset abandonments and retirements.

Different non-operating earnings and bills

We incurred a overseas foreign money remeasurement acquire of $12.Eight million and $15.2 million for the years ended December 31, 2020 and 2019, respectively. The impression of the change price fluctuation of the Macau pataca, in relation to the U.S. greenback, on the remeasurements of U.S. greenback denominated debt and different obligations from our Macau-related entities drove the variability between durations.

We recorded a $4.6 million loss on extinguishment of debt for the yr ended December 31, 2020 primarily associated to the partial prepayment of the Wynn Macau Time period Mortgage.

Revenue Taxes

Wynn Macau SA acquired a five-year exemption from the Macau Complementary Tax on on line casino gaming earnings by means of December 31, 2020. For the yr ended December 31, 2019, we have been exempt from the fee of $77.7 million in such taxes. For the yr ended December 31, 2020, we didn’t have any on line casino gaming earnings in Macau. Our non-gaming earnings stay topic to the Macau Complementary Tax and on line casino winnings stay topic to the Macau particular gaming tax and different levies collectively totaling 39% in accordance with our concession settlement.

In August 2016, Wynn Macau SA acquired an extension of its settlement with the Macau authorities that gives for an annual fee of 12.Eight million Macau patacas (roughly $1.6 million) as complementary tax due by stockholders on dividend distributions by means of December 31, 2020. In March 2020, Wynn Macau SA utilized for an extension of this settlement for a further 5 years by means of 2025. The extension is topic to approval and should solely prolong by means of June 26, 2022, the expiration date of the gaming concession settlement.

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

Internet earnings (loss) attributable to noncontrolling pursuits

Internet loss attributable to noncontrolling pursuits was $259.7 million for the yr ended December 31, 2020, in comparison with internet earnings of $188.Four million for the yr ended December 31, 2019. These quantities are primarily associated to the noncontrolling pursuits’ share of internet earnings (loss) from WML.

Adjusted Property EBITDA

We use Adjusted Property EBITDA to handle the working outcomes of our segments. Adjusted Property EBITDA is internet earnings (loss) earlier than curiosity, earnings taxes, depreciation and amortization, pre-opening bills, property expenses and different, administration and license charges, company bills and different (together with intercompany golf course and water rights leases), stock-based compensation, change in derivatives honest worth, loss on extinguishment of debt, and different non-operating earnings and bills. Adjusted Property EBITDA is introduced solely as a supplemental disclosure as a result of administration believes that it’s broadly used to measure the efficiency, and as a foundation for valuation, of gaming firms. Administration makes use of Adjusted Property EBITDA as a measure of the working efficiency of its segments and to match the working efficiency of its properties with these of its opponents, in addition to a foundation for figuring out sure incentive compensation. We additionally current Adjusted Property EBITDA as a result of it’s utilized by some buyers to measure an organization’s means to incur and repair debt, make capital expenditures and meet working capital necessities. Gaming firms have traditionally reported EBITDA as a complement to GAAP. To be able to view the operations of their casinos on a extra stand-alone foundation, gaming firms, together with us, have traditionally excluded from their EBITDA calculations preopening bills, property expenses, company bills and stock-based compensation, that don’t relate to the administration of particular on line casino properties. Nonetheless, Adjusted Property EBITDA shouldn’t be thought of as an alternative choice to working earnings as an indicator of our efficiency, as an alternative choice to money flows from working actions as a measure of liquidity, or as an alternative choice to another measure decided in accordance with GAAP. In contrast to internet earnings (loss), Adjusted Property EBITDA doesn’t embrace depreciation or curiosity expense and due to this fact doesn’t mirror present or future capital expenditures or the price of capital. We now have important makes use of of money flows, together with capital expenditures, curiosity funds, debt principal repayments, earnings taxes and different non-recurring expenses, which aren’t mirrored in Adjusted Property EBITDA. Additionally, our calculation of Adjusted Property EBITDA could also be completely different from the calculation strategies utilized by different firms and, due to this fact, comparability could also be restricted.

The next desk summarizes Adjusted Property EBITDA (in 1000’s) for Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor as reviewed by administration and summarized in Merchandise 8 -“Monetary Statements and Supplementary Information,” Observe 20, “Phase Data.” That footnote additionally presents a reconciliation of Adjusted Property EBITDA to internet earnings (loss) attributable to Wynn Resorts, Restricted.

Years Ended December 31,

Improve/ P.c

2020

2019

(Lower) Change

Wynn Palace Wynn Macau

$(149,647)

(87,189)

$729,535 648,837

$(879,182) (120.5)

(736,026) (113.4)

Adjusted Property EBITDA at Wynn Palace and Wynn Macau decreased $879.2 million and $736.Zero million, respectively, for the yr ended December 31, 2020, primarily as a result of a decline in working revenues precipitated by the hostile results of the COVID-19 pandemic through the yr ended December 31, 2020, which embrace the closure of our on line casino operations in Macau for a 15-day interval and their subsequent reopening on a diminished foundation.

Liquidity and Capital Sources

Working Actions

Throughout the yr ended December 31, 2020, the lower in internet money offered by operations was primarily because of the hostile results of the COVID-19 pandemic on the outcomes of our operations.

Throughout the yr ended December 31, 2019, the lower in internet money offered by operations was primarily pushed by decrease working revenues at our Macau Operations and Las Vegas Operations, offset by working revenues from Encore Boston Harbor.

Investing Actions

Throughout the yr ended December 31, 2020, we incurred capital expenditures of $61.Three million at Encore Boston Harbor primarily for the fee of development retention and different payables associated to its development, $85.9 million at our Las Vegas Operations for restaurant remodels and upkeep capital expenditures, $45.Three million for the development of the extra assembly and conference house at Wynn Las Vegas, and $46.7 million and $49.Eight million at Wynn Palace and Wynn Macau, respectively, primarily associated to upkeep capital expenditures.

Throughout the yr ended December 31, 2019, we incurred capital expenditures of $471.Four million at Encore Boston Harbor, primarily associated to the development of the resort which opened in June 2019; $211.1 million associated to the development of the Assembly and Conference Growth and the reconfiguration of the golf course; $142.1 million at Wynn Macau primarily associated to our Encore Tower room transform and Lakeside On line casino growth; and $66.5 million and $96.9 million at Wynn Palace and our Las Vegas Operations, respectively, primarily associated to upkeep capital expenditures.

Financing Actions

Throughout the yr ended December 31, 2020, we issued $1.Zero billion combination principal quantity of WML 5 half of% Senior Notes due 2026, issued $1.35 billion combination principal quantity of WML 5 5/8% Senior Notes due 2028, issued $600.Zero million combination principal quantity of WRF 7 3/4% Senior Notes due 2025, borrowed $56.5 million, internet of quantities repaid, underneath the Wynn Macau Revolver, borrowed $716.Zero million, internet of quantities repaid, underneath the WRF Revolver, paid $1.04 billion of excellent principal owed underneath the Wynn Macau Time period Mortgage, and made quarterly amortization funds underneath the WRF Time period Mortgage totaling $50.Zero million.

Throughout the fourth quarter of 2019, we acquired internet proceeds of $990.2 million from the issuance of the WML 2029 Notes. All year long ended December 31, 2019, we repaid $273.9 million, internet of quantities borrowed, on the Wynn Macau Revolver. As well as, we used money of $566.5 million for the fee of dividends, of which $400.6 million was paid to Wynn Resorts shareholders and $165.9 million was paid to WML shareholders, excluding Wynn Resorts.

Capital Sources

The COVID-19 pandemic has impacted and can proceed to impression, materially, our enterprise, monetary situation and outcomes of operations. Whereas we consider our liquidity place will allow us to fund our present obligations for the foreseeable future, COVID-19 has resulted in important disruption, which has had and can proceed to have a detrimental impression on our working earnings and will have a detrimental impression on our means to entry capital sooner or later. We proceed to watch the quickly evolving state of affairs and steerage from worldwide and home authorities.

The next desk summarizes our unrestricted money and money equivalents and obtainable revolver borrowing capability.

The next desk is introduced by important financing entity as of December 31, 2020 (in 1000’s):

Money and

Revolver

Money

Borrowing

Equivalents

Capability

Wynn Resorts (Macau) S.A. and subsidiaries

$417,591

$343,526

Wynn Macau, Restricted and subsidiaries(1)

2,011,382

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

Wynn Resorts (Macau) S.A. and subsidiaries. Wynn Resorts (Macau) S.A. (“Wynn Macau SA”) generates money from our Macau Operations and makes use of its revolver to fund quick time period working capital necessities as wanted. We count on to make use of this money to service our current Wynn Macau Credit score Amenities, make distributions to WML, and fund working capital and capital expenditure necessities at our Macau Operations.

The Wynn Macau Credit score Amenities include customary detrimental and monetary covenants, together with, however not restricted to, leverage ratio and curiosity protection ratio exams (as outlined within the Wynn Macau Credit score Amenities) that would limit its means to make distributions to WML and incur further indebtedness. Wynn Macau SA is required to take care of a leverage ratio of not higher than 4.00 to 1 and an curiosity protection ratio of not lower than 2.00 to 1. Wynn Macau SA complied with these ratios as of December 31, 2020.

In January 2021, Wynn Macau SA pay as you go roughly $412.5 million of the time period mortgage excellent underneath the Wynn Macau Credit score Amenities utilizing proceeds from WML senior notes issuances.

The Firm is presently designing the second section of Wynn Palace. We don’t count on to incur important capital expenditures associated to the development of this mission in 2021.

Wynn Macau, Restricted and subsidiaries. Wynn Macau, Restricted (“WML”) primarily generates money by means of distributions from Wynn Macau SA. We count on to make use of WML’s money to service our current WML Notes, pay dividends to shareholders of WML (of which we personal roughly 72%), and fund working capital necessities at WML.

The WML board of administrators concluded to not suggest the fee of a dividend with respect to the yr ended December 31, 2019, in gentle of the unprecedented COVID-19 pandemic and our give attention to safeguarding the Firm’s Macau Operations and the well-being of our staff. As such, WML paid no dividends throughout 2020. The WML board of administrators shall be repeatedly monitoring the state of affairs and market situations in Macau and Larger China and should take into account a particular dividend sooner or later when such situations have stabilized.

Throughout 2020, WML issued $1.Zero billion of 5 half of% Senior Notes due 2026 and $1.35 billion of 5 5/8% Senior Notes due 2028 (collectively, the “2026 and 2028 WML Notes”). The Firm used the proceeds from the 2026 and 2028 WML Notes to facilitate repayments on the Wynn Macau Credit score Amenities and for common company functions.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC (“WRF” or “Wynn Resorts Finance”) generates money from distributions from its subsidiaries, which embrace our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and contributions from Wynn Resorts, as required.

Contractual Commitments

The next desk summarizes our scheduled contractual commitments as of December 31, 2020 (in 1000’s):

Funds Due By Interval

Lengthy-term debt obligations(1)

Much less Than

1 to three

Four to five

After

1 12 months

Years

Years

5 Years

$5,098,500

$5,730,000 $13,154,049

Complete

$596,408 $1,729,141

(1) Within the Much less Than 1 12 months column, consists of $412.5 million associated to the prepayment of the Wynn Macau Time period Mortgage paid in January 2021.

Important Accounting Insurance policies and Estimates

Allowance for Credit score Losses

The next desk presents key statistics associated to our on line casino accounts receivable ({dollars} in 1000’s):

December 31, 2020

2019

On line casino accounts receivable

$207,823

$304,137

As of December 31, 2020 and 2019, 50.0% and 61.0%, respectively, of our excellent on line casino accounts receivable stability originated at our Macau Operations, which embrace advances to gaming promoters, that are settled inside 5 days of interval finish.

Impairment of Lengthy-lived Property, Intangible property, and Goodwill

Throughout the yr ended December 31, 2020, Wynn Palace, Wynn Macau, the Firm’s Las Vegas Operations, and Encore Boston Harbor every skilled a big decline in revenues, working earnings, and money offered by operations because of the COVID-19 pandemic as famous in Observe 1, “Group and Enterprise.” Because of this, we concluded {that a} triggering occasion occurred at every of those asset teams. We examined our asset teams for recoverability as of December 31, 2020 and concluded no impairment existed at that date because the estimated undiscounted future money flows exceeded the online carrying quantity for every of the asset teams. The exams for recoverability embrace estimates of future money flows and the helpful lives of our major property. These estimates are subjective and should change ought to the COVID-19 pandemic, together with journey restrictions and working capability limitations, persist longer than anticipated. Unfavorable modifications within the Firm’s estimates may require an impairment cost sooner or later.

Merchandise 7A. Quantitative and Qualitative Disclosures About Market Threat

International Foreign money Dangers

The foreign money delineated in Wynn Macau SA’s concession settlement with the federal government of Macau is the Macau pataca. The Macau pataca, which isn’t a freely convertible foreign money, is linked to the Hong Kong greenback, and in lots of circumstances the 2 are used interchangeably in Macau. The Hong Kong greenback is linked to the U.S. greenback and the change price between these two currencies has remained comparatively secure over the previous a number of years. Nonetheless, the change linkages of the Hong Kong greenback and the Macau pataca, and the Hong Kong greenback and the U.S. greenback, are topic to potential modifications as a result of, amongst different issues, modifications in Chinese language governmental insurance policies and worldwide financial and political developments.

If the Hong Kong greenback and the Macau pataca are usually not linked to the U.S. greenback sooner or later, extreme fluctuations within the change price for these currencies could consequence. We additionally can not guarantee you that the present price of change fastened by the relevant financial authorities for these currencies will stay on the identical stage.

We count on many of the revenues and bills for any on line casino that we function in Macau shall be denominated in Hong Kong {dollars} or Macau patacas; nonetheless, a good portion of our Wynn Macau, Restricted and Wynn Macau SA debt is denominated in U.S. {dollars}. Fluctuations within the change charges leading to weakening of the Macau pataca or the Hong Kong greenback in relation to the U.S. greenback may have materially hostile results on our outcomes, monetary situation, and talent to service debt. Primarily based on our balances as of December 31, 2020, an assumed 1% change within the U.S. greenback/Hong Kong greenback change price would trigger a overseas foreign money transaction acquire/lack of $34.5 million.

Merchandise 8. Monetary Statements and Supplementary Information

WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Observe 1 – Group and Enterprise

Group

Macau Operations

Wynn Palace, which opened in August 2016, includes a luxurious lodge tower with 1,706 visitor rooms, suites and villas, roughly 424,000 sq. ft of on line casino house, 14 meals and beverage shops, roughly 37,000 sq. ft of assembly and conference house, roughly 107,000 sq. ft of retail house, public sights together with a efficiency lake and floral artwork shows, and recreation and leisure amenities.

Wynn Macau options two luxurious lodge towers with a complete of 1,010 visitor rooms and suites, roughly 252,000 sq. ft of on line casino house, 12 meals and beverage shops, roughly 31,000 sq. ft of assembly and conference house, roughly 59,000 sq. ft of retail house, a rotunda present and recreation and leisure amenities.

Latest Developments Associated to COVID-19

In January 2020, a brand new pressure of coronavirus, COVID-19 (“COVID-19”), was recognized. Since then, COVID-19 has unfold world wide, and steps have been taken by numerous international locations, together with these wherein the Firm operates, to advise residents to keep away from non-essential journey, to limit inbound worldwide journey, to implement closures of non-essential operations, and to implement quarantines and lockdowns to include the unfold of the virus. A number of vaccines have been granted authorizations in quite a few international locations and vaccines are being rolled out to residents based mostly on their precedence of want. There could be no assurance as to when a ample variety of people shall be vaccinated, allowing journey restrictions to be lifted.

Macau Operations

In response to the COVID-19 pandemic, on line casino operations in Macau have been closed for a 15-day interval in February 2020 and resumed on a diminished foundation on February 20, 2020. On March 20, 2020 on line casino operations have been totally restored; nonetheless, sure COVID-19 particular protecting measures, similar to limiting the variety of seats per desk recreation, growing the spacing between lively slot machines and customer entry checks and necessities involving temperature checkpoints, masks carrying, well being declarations and proof of detrimental COVID-19 take a look at outcomes stay in impact this present day.

Visitation to Macau has fallen considerably for the reason that outbreak of COVID-19, pushed by the sturdy deterrent impact of the COVID-19 Pandemic on journey and social actions, the suspension or diminished availability of the Particular person Go to Scheme (the “IVS”), group tour scheme and different journey visas for guests, quarantine measures in Macau and elsewhere, journey and entry restrictions and situations in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, amongst different issues, and the suspension or diminished accessibility of transportation to and from Macau. At current, bans on entry or enhanced quarantine necessities stay in place for folks trying to enter Macau, relying on numerous situations similar to the standard visa necessities, their COVID-19 take a look at outcomes, function of go to, current journey historical past and/or different situations as relevant.

Whereas many points of those journey restrictions and situations proceed to adversely impression visitations to Macau, starting in June 2020 sure restrictions and situations have eased to permit for visitation to Macau as sure areas get well from the COVID-19 pandemic. Quarantine-free journey, topic to COVID-19 safeguards similar to testing and the standard visa necessities, was reintroduced between Macau and an growing variety of areas and cities inside the PRC in progressive phases from June to August 2020, commencing with an space in Guangdong Province, which is adjoining to Macau, and increasing to further areas and main cities inside Guangdong Province, adopted by most different areas of the PRC. On September 23, 2020, PRC authorities totally resumed the IVS exit visa program, which allows particular person PRC residents from almost 50 PRC cities to journey to Macau for tourism functions.

However these developments, sure border management, travel-related restrictions and situations, together with sure quarantine and medical remark measures, stringent well being declarations, COVID-19 testing and different procedures stay in place, and all guests want to check detrimental for COVID-19 earlier than coming into Macau.

Given the evolving situations created by and in response to the COVID-19 pandemic, the Firm is presently unable to find out when travel-related restrictions and situations shall be additional lifted. Measures which were lifted or are anticipated to be lifted could also be reintroduced if there are hostile developments within the COVID-19 state of affairs in Macau and different areas with entry to Macau.

Abstract

The COVID-19 pandemic has had and can proceed to have an hostile impact on the Firm’s outcomes of operations. The Firm is presently unable to find out when protecting measures in impact at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor shall be lifted. Given the uncertainty across the extent and timing of the potential future unfold or mitigation of COVID-19 and across the imposition or rest of protecting measures, administration can not moderately estimate the impression to the Firm’s future outcomes of operations, money flows, or monetary situation.

As of December 31, 2020, the Firm had complete money and money equivalents, excluding restricted money, of $3.48 billion, and had entry to $117.9 million of accessible borrowing capability from the WRF Revolving Facility and $343.5 million of accessible borrowing capability from the Wynn Macau Revolving Facility. The Firm has suspended its dividend program and has postponed main mission capital expenditures. As well as, the Firm raised $842.5 million in an fairness providing in February 2021. Given the Firm’s liquidity place at December 31, 2020 and the steps the Firm has taken as additional described in Observe 7, “Lengthy-Time period Debt,” the Firm believes it is ready to assist persevering with operations and reply to the present COVID-19 pandemic challenges.

Observe 2 – Foundation of Presentation and Vital Accounting Insurance policies Leases

Lessor Preparations

The Firm is the lessor underneath non-cancelable working leases for retail and meals and beverage outlet house at its built-in resorts, which represents roughly 101,000, 59,000, 140,000, and 35,500 sq. ft of house at Wynn Palace, Wynn Macau, Wynn Las Vegas, and Encore Boston Harbor, respectively.

Lease income consists of the impression of hire concessions offered to tenants on the Firm’s Macau operations because of the hostile results of the COVID-19 pandemic and is recorded in Leisure, retail and different income within the accompanying Consolidated Statements of Operations.

Observe 3 – Money, Money Equivalents and Restricted Money

Money, money equivalents and restricted money consisted of the next (in 1000’s):

December 31,

2020

2019

Restricted money(3)

4,352

6,388

(3) Restricted money consists of money collateral related to obligations and money held in a belief in accordance with WML’s share award plan.

Observe 6 – Goodwill and Intangible Property, internet

Goodwill and intangible property, internet consisted of the next (in 1000’s):

2019

Finite-lived intangible property:

Macau gaming concession

$42,300

$42,300

Much less: gathered amortization

(38,731)

(36,348)

3,569

5,952

December 31, 2020

The Macau gaming concession is a finite-lived intangible asset that’s being amortized over the 20 yr lifetime of the concession. The Firm expects that amortization of the Macau gaming concession shall be $2.Four million in 2021 and $1.2 million in 2022.

Observe 7 – Lengthy-Time period Debt

Lengthy-term debt consisted of the next (in 1000’s):

December 31, 2020

2019

Macau Associated:

Wynn Macau Credit score Amenities(1):

Wynn Macau Time period Mortgage, due 2022(2)

$1,268,106

$2,302,540

Wynn Macau Revolver, due 2022(3)

407,443

350,232

WML Four 7/8% Senior Notes, due 2024

600,000

600,000

WML 5 half of% Senior Notes, due 2026

1,000,000

WML 5 half of% Senior Notes, due 2027

750,000

750,000

WML 5 5/8% Senior Notes, due 2028

1,350,000

WML 5 1/8% Senior Notes, due 2029

1,000,000

1,000,000

  • (1) The borrowings underneath the Wynn Macau Credit score Amenities bear curiosity at LIBOR or HIBOR plus a margin of 1.50% to 2.25% each year based mostly on Wynn Resorts Macau S.A.’s leverage ratio.

  • (2) Roughly $717.Three million and $550.Eight million of the Wynn Macau Time period Mortgage bears curiosity at a price of LIBOR plus 2.25% per yr and HIBOR plus 2.25% per yr, respectively. As of December 31, 2020 and 2019, the weighted common rate of interest was roughly 2.41% and three.95%, respectively.

  • (3) Roughly $231.7 million and $175.7 million of the Wynn Macau Revolver bears curiosity at a price of LIBOR plus 2.25% per yr and HIBOR plus 2.25% per yr, respectively. As of December 31, 2020 and 2019, the weighted common rate of interest was roughly 2.44% and three.92%, respectively. As of December 31, 2020, the obtainable borrowing capability underneath the Wynn Macau Revolver was $343.5 million.

Macau Associated Debt

Wynn Macau Credit score Amenities

The Wynn Macau Time period Mortgage is repayable in graduating installments of between 2.875% to 4.50% of the principal quantity on a quarterly foundation commencing September 30, 2020, with a remaining installment of 75% of the principal quantity repayable in June 2022; and the ultimate maturity of any excellent borrowings from the Wynn Macau Revolver is in June 2022. The Firm pay as you go $938.2 million, excluding contractual amortization funds of $100.7 million, on the Wynn Macau Time period Mortgage throughout 2020 utilizing the proceeds from issuances of WML Senior Notes and working money. In January 2021, the Firm pay as you go $412.5 million of the Wynn Macau Time period Mortgage, and accordingly, has introduced that quantity as a present legal responsibility on the accompany Consolidated Steadiness Sheet as of December 31, 2020. The dedication charge required to be paid for unborrowed quantities underneath the Wynn Macau Revolver, if any, is between 0.52% and 0.79%, each year, based mostly on Wynn Macau SA’s Leverage Ratio. The annual dedication charge is payable quarterly in arrears and is calculated based mostly on the each day common of the unborrowed quantities.

WML Senior Notes

Throughout 2020, WML issued $1.Zero billion of 5 half of% Senior Notes due 2026 and $1.35 billion of 5 5/8% Senior Notes due 2028 (the “2026 and 2028 WML Senior Notes” and collectively with the WML Four 7/8% Senior Notes, due 2024, the WML 5 half of% Senior Notes, due 2027, and the WML 5 1/8% Senior Notes, due 2029, the “WML Senior Notes”). The Firm used the proceeds from the 2026 and 2028 WML Senior Notes to facilitate repayments on the Wynn Macau Credit score Amenities and for common company functions. The WML Senior Notes bear curiosity at every of their respective rates of interest and curiosity is payable semi-annually. In reference to the issuance of the 2026 and 2028 WML Senior Notes, the Firm paid charges and bills totaling $20.7 million, which have been recorded as debt issuance prices inside the Consolidated Steadiness Sheets.

The WML Senior Notes are WML’s common unsecured obligations and rank pari passu in proper of fee with all of WML’s current and future senior unsecured indebtedness, will rank senior to all of WML’s future subordinated indebtedness, if any; shall be successfully subordinated to all of WML’s future secured indebtedness to the extent of the worth of the property securing such debt; and shall be structurally subordinated to all current and future obligations of WML’s subsidiaries, together with the Wynn Macau Credit score Amenities. The WML Senior Notes are usually not registered underneath the Securities Act of 1933, as amended (the “Securities Act”) and the WML Notes are topic to restrictions on transferability and resale.

The WML Senior Notes have been issued pursuant to indentures between WML and Deutsche Financial institution Belief Firm Americas, as trustee (the “WML Senior Notes Indentures”). The WML Senior Notes Indentures include covenants limiting WML’s (and sure of its subsidiaries’) means to, amongst different issues: merge or consolidate with one other firm; switch or promote all or considerably all of its properties or property; and lease all or considerably all of its properties or property. The WML Senior Notes Indentures additionally include customary occasions of default. Within the case of an occasion of default arising from sure occasions of chapter or insolvency, all WML Senior Notes then excellent will turn out to be due and payable instantly with out additional motion or discover.

Upon the prevalence of (a) any occasion after which none of WML or any subsidiary of WML has the relevant gaming concessions or authorizations in Macau in considerably the identical method and scope as WML and its subsidiaries are entitled to on the date on which every of the WML Senior Notes are issued, for a interval of 10 consecutive days or extra, and such occasion has a cloth hostile impact on WML and its subsidiaries, taken as a complete; or (b) the termination or modification of any such concessions or authorizations which has a cloth hostile impact on WML and its subsidiaries, taken as a complete, every holder of the WML Senior Notes can have the proper to require WML to repurchase all or any a part of such holder’s WML Senior Notes at a purchase order value in money equal to 100% of the principal quantity thereof, plus accrued and unpaid curiosity. If WML undergoes a Change of Management (as outlined within the WML Senior Notes Indentures), it should provide to repurchase the WML Senior Notes at a value equal to 101% of the combination principal quantity thereof, plus accrued and unpaid curiosity.

Observe 8 – Stockholders’ Fairness (Deficit)

Noncontrolling Pursuits

The WML board of administrators concluded to not suggest the fee of a dividend with respect to the yr ended December 31, 2019 because of the monetary impression of the COVID-19 pandemic.

On September 16, 2019, WML paid a money dividend of HK$0.45 per share for a complete of $298.Zero million. The Firm’s share of this dividend was $215.1 million with a discount of $82.9 million to noncontrolling curiosity within the accompanying Consolidated Steadiness Sheet.

On June 19, 2019, WML paid a money dividend of HK$0.45 per share for a complete of $298.Zero million. The Firm’s share of this dividend was $215.Zero million with a discount of $83.Zero million to noncontrolling curiosity within the accompanying Consolidated Steadiness Sheet.

On October 5, 2018, WML paid a money dividend of HK$0.75 per share for a complete of $496.6 million. The Firm’s share of this dividend was $358.Three million with a discount of $138.Three million to noncontrolling curiosity within the accompanying Consolidated Steadiness Sheet.

On April 25, 2018, WML paid a money dividend of HK$0.75 per share for a complete of $497.1 million. The Firm’s share of this dividend was $358.Eight million with a discount of $138.Three million to noncontrolling curiosity within the accompanying Consolidated Steadiness Sheet.

Observe 10 – Profit Plans

Outlined Contribution Plans

Wynn Macau SA additionally operates an outlined contribution retirement profit plan (the “Wynn Macau Plan”). Eligible staff are allowed to contribute 5% of their base wage to the Wynn Macau Plan and the Firm matches any contributions. On July 1 2019, the Firm provided the choice for the eligible Macau resident staff to affix the non-mandatory central provident fund (the “CPF”) system. Eligible Macau resident staff becoming a member of the Firm from July 1, 2019 onwards will enroll within the CPF system whereas the Firm’s current Macau resident staff who’re presently members of the Wynn Macau Plan shall be supplied with the choice of becoming a member of the CPF system or staying within the current Wynn Macau Plan, which can proceed to be in impact in parallel. The CPF system permits eligible staff to contribute 5% or extra of their base wage to the CPF whereas the Firm matches with a 5% of such wage as employer’s contribution to the CPF. The Firm’s matching contributions vest to the worker at 10% per yr with full vesting in ten years. The property of the Wynn Macau Plan and the CPF are held individually from these of the Firm in independently administered funds, and the property of the CPF are additionally overseen by the Macau authorities. Forfeitures of unvested contributions are used to cut back the Firm’s legal responsibility for its contributions payable. Throughout the years ended December 31, 2020, 2019 and 2018, the Firm recorded matching contribution bills of $19.5 million, $17.Eight million, and $16.6 million, respectively.

Observe 12 – Inventory-Primarily based Compensation

Wynn Macau, Restricted Share Possibility and Share Award Plans

The Firm’s majority-owned subsidiary, WML, has two stock-based compensation plans that present awards based mostly on shares of WML’s widespread inventory. The shares obtainable for issuance underneath these plans are separate and distinct from the widespread inventory of Wynn Resorts’ share plan and are usually not obtainable for issuance for any awards underneath the Wynn Resorts share plan.

WML Share Possibility Plan (“WML Share Possibility Plan”)

WML adopted the WML Share Possibility Plan for the grant of inventory choices to buy shares of WML to eligible administrators and staff of WML and its subsidiaries. The WML Share Possibility Plan is run by WML’s Board of Administrators, which has the discretion on the vesting and repair necessities, train value, efficiency targets to train if relevant and different situations, topic to sure limits.

The WML Share Possibility Plan was adopted for a interval of 10 years commencing from Might 30, 2019. The utmost variety of shares which can be issued pursuant to the WML Share Possibility Plan is 519,695,860 shares. As of December 31, 2020, there have been 510,800,860 shares obtainable for issuance underneath the WML Share Possibility Plan.

WML Worker Share Possession Scheme (the “WML Share Award Plan”)

On June 30, 2014, WML adopted the WML Share Award Plan. The Share Award Plan permits for the grant of nonvested shares of WML’s widespread inventory to eligible staff. The WML Share Award Plan has been mandated underneath the plan to allot, difficulty and course of the switch of a most of 75,000,000 shares. As of December 31, 2020, there have been 50,290,387 shares obtainable for issuance underneath the WML Share Award Plan.

Inventory Choices

The abstract of inventory choice exercise for the yr ended December 31, 2020 is introduced under:

Weighted

Weighted Common

Common Remaining Mixture Train Contractual IntrinsicChoicesValue Time period WorthWML Share Possibility Plan Excellent as of

January 1, 2020 Granted Exercised

11,013,400 $2.51

8,895,000 $2.16

(50,000) $1.41

Forfeited or expired

Excellent as of

December 31, 2020

19,858,400

$2.36

The next is offered for inventory choices underneath the Firm’s stock-based compensation plans (in 1000’s, besides weighted common grant date honest worth):

Years Ended December 31,

2020

2019

2018

WML Share Possibility Plan(2)

Weighted common grant date honest worth

$0.54

$0.55

$0.57

Intrinsic worth of inventory choices exercised

$57

$-

$1,715

Money acquired from the train of inventory choices

$70

$-

$1,823

(2)As of December 31, 2020, there was $6.2 million of unamortized compensation expense associated to inventory choices, which is anticipated to be acknowledged over a weighted common interval of 4.03 years.

Possibility Valuation Inputs

The honest worth of inventory choices granted underneath WML’s Share Possibility Plan was estimated on the date of grant utilizing the next weighted common assumptions:

Years Ended December 31,

2020

2019

2018

Anticipated dividend yield

4.7%

5.7%

5.7%

Anticipated volatility

42.6%

40.7%

40.2%

Threat-free rate of interest

1.0%

1.4%

2.3%

Anticipated time period (years)

6.5

6.5

6.5

Nonvested and efficiency nonvested shares

The abstract of nonvested and efficiency nonvested share exercise underneath the Firm’s stock-based compensation plans for the yr ended December 31, 2020 is introduced under:

Weighted

Common Grant Date Shares Truthful Worth

WML Share Award Plan

Nonvested as of January 1, 2020

9,666,163

$2.36

Granted

6,747,501

$1.86

Vested

(4,526,175)

$1.67

Forfeited

(1,008,711)

$2.47

Nonvested as of December 31, 2020

10,878,778

$2.33

The next is offered for the share awards underneath the Firm’s stock-based compensation plans (in 1000’s, besides weighted common grant date honest worth):

Years Ended December 31,

2020

2019

2018

WML Share Award Plan

Weighted common grant date honest worth

$1.86

$2.43

$3.07

Truthful worth of shares vested

$8,371

$5,139

$12,442

As of December 31, 2020, there was $14.1 million of unamortized compensation expense, which is anticipated to be acknowledged over a weighted common interval of 1.35 years underneath the WML Share Award Plan.

Observe 13 – Revenue Taxes

Wynn Macau SA acquired a 5 yr exemption from Macau’s 12% Complementary Tax on on line casino gaming earnings by means of December 31, 2020. For the years ended December 31, 2019 and 2018, the Firm was exempt from the fee of such taxes totaling $77.7 million and $96.Eight million or $0.73 and $0.90 per diluted share, respectively. For the yr ended December 31, 2020, the Firm didn’t have any on line casino gaming earnings in Macau. The Firm’s non-gaming earnings stay topic to the Macau Complementary Tax and its on line casino winnings stay topic to the Macau particular gaming tax and different levies in accordance with its concession settlement.

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

Wynn Macau SA additionally entered into an settlement with the Macau authorities that gives for an annual fee of MOP12.Eight million (roughly $1.6 million) as complementary tax in any other case due by stockholders of Wynn Macau SA on dividend distributions by means of 2020. On account of the stockholder dividend tax agreements, earnings tax expense consists of $1.6 million for every of the years ended December 31, 2020, 2019, and 2018. In March 2020, Wynn Macau SA utilized for an extension of this settlement for a further 5 years by means of 2025. The extension is topic to approval and should solely prolong by means of June 26, 2022, the expiration date of the gaming concession settlement.

On December 31, 2018, 2019 and 2020, the statute of limitations for the 2013, 2014, and 2015 Macau Complementary tax return expired, respectively. On account of the expiration of the statute of limitations for the Macau Complementary Tax return, the whole quantity of unrecognized tax advantages decreased by $4.7 million, $4.2 million, and $3.7 million, respectively.

In July 2018, the Monetary Providers Bureau issued remaining tax assessments for the Firm’s Macau earnings tax returns of Wynn Macau SA for the years 2013 and 2014. Whereas no further tax was due, changes have been made to the Firm’s tax loss carryforwards.

In February 2018, the Monetary Providers Bureau concluded its examination of the 2013 and 2014 Macau earnings tax returns of Palo with no modifications.

In January of 2020, the Monetary Providers Bureau commenced an examination of the 2015 and 2016 Macau earnings tax returns of Palo. In July 2020, the Monetary Providers Bureau issued remaining tax assessments for Palo for the years 2015 and 2016 and the examination resulted in no change to the tax returns.

In July 2020, the Monetary Providers Bureau issued remaining tax assessments for the Firm’s Macau earnings tax returns of Wynn Macau SA for the years 2015 and 2016, whereas no further tax was due, changes have been made to the Firm’s tax loss carryforwards.

Observe 15 – Leases

Floor Leases

Macau Land Concessions

Wynn Palace and Wynn Macau have been constructed on land that’s leased underneath Macau land concession contracts every with phrases of 25 years from Might 2012 and August 2004, respectively, which can be renewed with authorities approval for successive 10-year durations in accordance with Macau laws. The land concession funds are anticipated to be $1.6 million per yr by means of 2025 and complete funds of $14.Zero million thereafter by means of 2037. At December 31, 2020 and 2019, the whole legal responsibility related to these leases was $15.Four million and $16.Zero million, respectively.

At December 31, 2020 and 2019, working lease property included $180.Three million and $188.6 million of leasehold pursuits in land associated to the Wynn Palace and Wynn Macau land concessions. The Firm expects that the amortization related to these leasehold pursuits shall be roughly $12.7 million per yr from 2021 by means of 2028 and roughly $9.Four million per yr thereafter by means of 2037.

Observe 16 – Associated Celebration Transactions

Residence Buy

In Might 2010, the Firm entered into an employment settlement with Linda Chen (“Ms. Chen”), who’s the President and Government Director of Wynn Macau SA. Underneath the phrases of the employment settlement, the Firm bought a house in Macau to be used by Ms. Chen and has made renovations to the house with a complete value of $11.Zero million. As well as, Ms. Chen has the choice to buy the house for no additional consideration at any time earlier than the expiration of her employment contract.

Observe 20 – Phase Data

The Firm opinions the outcomes of operations for every of its working segments, and identifies reportable segments based mostly upon elements similar to geography, regulatory setting, and the Firm’s organizational and administration reporting construction. Wynn Macau and Encore, an growth at Wynn Macau, are managed as a single built-in resort and have been aggregated as one reportable section (“Wynn Macau”). Wynn Palace is introduced as a separate reportable section and is mixed with Wynn Macau for geographical presentation. Different Macau primarily represents the property for the Firm’s Macau holding firm.

The next tables current the Firm’s section data (in 1000’s):

Years Ended December 31,

2020

2019

2018

Working revenues

Macau Operations:

Wynn Palace

On line casino

$368,284

$2,139,756

$2,356,022

Rooms

46,110

174,576

170,067

Meals and beverage

43,198

117,376

110,638

Leisure, retail and different(1)

47,828

111,986

120,839

505,420

2,543,694

2,757,566

Wynn Macau

On line casino

344,595

1,796,209

1,994,885

Rooms

39,111

110,387

113,495

Meals and beverage

33,094

81,576

76,369

Leisure, retail and different(1)

57,857

81,857

109,776

474,657

2,070,029

2,294,525

Complete Macau Operations

980,077

4,613,723

5,052,091

2020

2019

2018

Adjusted Property EBITDA(2)

Macau Operations:

Wynn Palace

$(149,647)

$729,535

$843,902

Wynn Macau

(87,189)

648,837

733,238

Complete Macau Operations

(236,836)

1,378,372

1,577,140

(1)Consists of lease income accounted for underneath lease accounting steerage. For extra data on leases, see Observe 15, “Leases”.

(2) “Adjusted Property EBITDA” is internet earnings (loss) earlier than curiosity, earnings taxes, depreciation and amortization, pre-opening bills, property expenses and different, administration and license charges, company bills and different (together with intercompany golf course and water rights leases), stock-based compensation, change in derivatives honest worth, loss on extinguishment of debt, and different non-operating earnings and bills. Adjusted Property EBITDA is introduced solely as a supplemental disclosure as a result of administration believes that it’s broadly used to measure the efficiency, and as a foundation for valuation, of gaming firms. Administration makes use of Adjusted Property EBITDA as a measure of the working efficiency of its segments and to match the working efficiency of its properties with these of its opponents, in addition to a foundation for figuring out sure incentive compensation. We additionally current Adjusted Property EBITDA as a result of it’s utilized by some buyers to measure an organization’s means to incur and repair debt, make capital expenditures and meet working capital necessities. Gaming firms have traditionally reported EBITDA as a complement to GAAP. To be able to view the operations of their casinos on a extra stand-alone foundation, gaming firms, together with us, have traditionally excluded from their EBITDA calculations preopening bills, property expenses, company bills and stock-based compensation, that don’t relate to the administration of particular on line casino properties. Nonetheless, Adjusted Property EBITDA shouldn’t be thought of as an alternative choice to working earnings as an indicator of our efficiency, as an alternative choice to money flows from working actions as a measure of liquidity, or as an alternative choice to another measure decided in accordance with GAAP. In contrast to internet earnings (loss), Adjusted Property EBITDA doesn’t embrace depreciation or curiosity expense and due to this fact doesn’t mirror present or future capital expenditures or the price of capital. We now have important makes use of of money flows, together with capital expenditures, curiosity funds, debt principal repayments, earnings taxes and different non-recurring expenses, which aren’t mirrored in Adjusted Property EBITDA. Additionally, our calculation of Adjusted Property EBITDA could also be completely different from the calculation strategies utilized by different firms and, due to this fact, comparability could also be restricted.

2020

2019

2018

Capital expenditures

Macau Operations:

Wynn Palace

$46,717

$66,545

$89,617

Wynn Macau

49,845

142,112

62,542

Complete Macau Operations

96,562

208,657

152,159

December 31,

2020

2019

2018

Property

Macau Operations:

Wynn Palace

$3,393,790

$3,734,210

$3,858,904

Wynn Macau

1,202,709

1,656,625

1,903,921

Different Macau

2,026,098

1,023,411

68,487

Complete Macau Operations

6,622,597

6,414,246

5,831,312

December 31,

2020

2019

2018

Lengthy-lived property

Macau

$3,989,797

$4,321,970

$4,387,051″

This announcement accommodates forward-looking statements. Such forward-looking data includes essential dangers and uncertainties that would considerably have an effect on anticipated outcomes sooner or later and, accordingly, such outcomes could differ from these expressed in any forward-looking statements made by us. The dangers and uncertainties embrace, however are usually not restricted to, competitors within the on line casino/lodge and resorts industries, our Firm’s dependence on current administration, ranges of journey, leisure and on line casino spending, common financial situations, and modifications in gaming legal guidelines or rules. Further data regarding potential elements that would have an effect on our Firm’s monetary outcomes are included in our revealed interim and annual studies. We’re underneath no obligation to (and expressly disclaim any such obligation to) replace the forward-looking statements because of new data, future occasions or in any other case.

Our shareholders and potential buyers are suggested to not place undue reliance on the WRL Annual Report and to train warning in dealing in securities in our Firm.

By order of the Board Wynn Macau, Restricted

Dr. Allan Zeman

Chairman

Hong Kong, 28 February 2021

As on the date of this announcement, the Board includes Matthew O. Maddox and Ian Michael Coughlan (as Government Administrators); Linda Chen (as Government Director and Vice Chairman); Craig S. Billings (as Non-Government Director); Allan Zeman (as Unbiased Non-Government Director and Chairman); and Jeffrey Kin-fung Lam, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Daybreak Xiaowei Ye (as Unbiased Non-Government Administrators).

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