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

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q and the consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2020. Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Forward-Looking Statements."

Overview

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. Additionally, we are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts. In October 2020, Wynn Interactive Ltd. ("Wynn Interactive") was formed through the merger of our U.S. online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull"). Wynn Resorts holds an approximately 74% interest in, and consolidates, Wynn Interactive. The results of Wynn Interactive are presented within Corporate and other.

Recent Developments Related to COVID-19

Since the outbreak of COVID-19 in early 2020, steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus. As part of the immediate response to the initial outbreak of COVID-19, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020. Several vaccines have been granted authorization in numerous countries and are being rolled out to citizens based on availability and priority of need. There can be no assurance as to when a sufficient number of individuals will be vaccinated, or when travel restrictions may be fully lifted thereafter.

Macau Operations

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau. Beginning in June 2020, certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic. Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes. Total visitation from PRC to Macau increased meaningfully in the nine months ended September 30, 2021 compared to the same period in 2020. Total visitation decreased 75.6% compared to the same period in 2019. Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations will be lifted. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

Las Vegas Operations and Encore Boston Harbor

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor each implemented certain COVID-19 specific protective measures, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings. Over the course of the nine months ended September 30, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100% of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand. Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

Macau Gaming Concession

The term of the Company's concession agreement with the Macau government ends on June 26, 2022. If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations. In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022. The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Key Operating Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Results of Operations

Summary of third quarter 2021 results

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

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change						2021						2020						Increase/ (Decrease)						Percent Change
Operating revenues			$	994,644					$	370,452					$	624,192					168.5						$	2,721,439					$	1,409,866					$	1,311,573					93.0
Net loss attributable to Wynn Resorts, Limited			(166,249)						(758,142)						591,893						78.1						(578,596)						(1,797,743)						1,219,147						67.8
Diluted net loss per share			(1.45)						(7.10)						5.65						79.6						(5.10)						(16.85)						11.75						69.7
Adjusted Property EBITDA (1)			154,561						(65,860)						220,421						NM						420,341						(394,086)						814,427						NM

NM - Not meaningful.

(1) See Item 1—"Financial Statements," Note 17, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

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

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

The increase in Adjusted Property EBITDA for the three months ended September 30, 2021 was primarily driven by increased operating revenues at our integrated resort properties. Adjusted Property EBITDA increased $89.8 million, $32.5 million, $163.2 million, and $38.6 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $103.6 million at Corporate and other. In addition, Adjusted Property EBITDA for the third quarter of 2021 includes the reversal of $8.6 million and $8.1 million of previously accrued operating expenses at Wynn Palace and Wynn Macau, respectively, recorded in relation to a change in estimate.

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

Operating revenues

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

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating revenues
Macau Operations:
Wynn Palace			$	181,323					$	15,701					$	165,622					1,054.9
Wynn Macau			130,662						51,368						79,294						154.4
Total Macau Operations			311,985						67,069						244,916						365.2
Las Vegas Operations			476,003						186,697						289,306						155.0
Encore Boston Harbor			192,214						116,686						75,528						64.7
Corporate and other			14,442						—						14,442						NM
			$	994,644					$	370,452					$	624,192					168.5

NM - Not meaningful.

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

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating revenues
Casino revenues			$	496,264					$	201,872					$	294,392					145.8
Non-casino revenues:
Rooms			173,817						61,144						112,673						184.3
Food and beverage			217,501						76,586						140,915						184.0
Entertainment, retail and other			107,062						30,850						76,212						247.0
Total non-casino revenues			498,380						168,580						329,800						195.6
			$	994,644					$	370,452					$	624,192					168.5

Casino revenues for the three months ended September 30, 2021 were 49.9% of operating revenues, compared to 54.5% for the same period of 2020. Non-casino revenues for the three months ended September 30, 2021 were 50.1% of operating revenues, compared to 45.5% for the same period of 2020.

Casino revenues

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor respectively, and increased VIP turnover and table games win and mass market table drop, table games win and slot machine win at our Macau Operations. Encore Boston Harbor was closed to the public from March 15, 2020 until July 10, 2020.

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

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues			$	134,064					$	12,301					$	121,763					989.9
VIP:
Average number of table games			89						102						(13)						(12.7)
VIP turnover			$	1,234,733					$	311,676					$	923,057					296.2
VIP table games win			$	54,943					$	3,244					$	51,699					1,593.7
VIP win as a % of turnover			4.45		%				1.04		%				3.41
Table games win per unit per day			$	6,691					$	347					$	6,344					1,828.2
Mass market:
Average number of table games			231						223						8						3.6
Table drop			$	508,779					$	86,347					$	422,432					489.2
Table games win			$	110,820					$	19,015					$	91,805					482.8
Table games win %			21.8		%				22.0		%				(0.2)
Table games win per unit per day			$	5,223					$	929					$	4,294					462.2
Average number of slot machines			712						569						143						25.1
Slot machine handle			$	327,017					$	78,580					$	248,437					316.2
Slot machine win			$	11,538					$	3,995					$	7,543					188.8
Slot machine win per unit per day			$	176					$	76					$	100					131.6
Wynn Macau:
Total casino revenues			$	98,264					$	27,154					$	71,110					261.9
VIP:
Average number of table games			75						91						(16)						(17.6)
VIP turnover			$	1,335,694					$	498,519					$	837,175					167.9
VIP table games win			$	32,602					$	19,679					$	12,923					65.7
VIP win as a % of turnover			2.44		%				3.95		%				(1.51)
Table games win per unit per day			$	4,704					$	2,351					$	2,353					100.1
Mass market:
Average number of table games			238						240						(2)						(0.8)
Table drop			$	441,899					$	133,006					$	308,893					232.2
Table games win			$	87,132					$	24,898					$	62,234					250.0
Table games win %			19.7		%				18.7		%				1.0
Table games win per unit per day			$	3,972					$	1,128					$	2,844					252.1
Average number of slot machines			574						472						102						21.6
Slot machine handle			$	200,543					$	87,988					$	112,555					127.9
Slot machine win			$	9,142					$	3,072					$	6,070					197.6
Slot machine win per unit per day			$	173					$	71					$	102					143.7

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Las Vegas Operations:
Total casino revenues			$	112,575					$	65,694					$	46,881					71.4
Average number of table games			224						223						1						0.4
Table drop			$	507,188					$	324,939					$	182,249					56.1
Table games win			$	110,265					$	65,611					$	44,654					68.1
Table games win %			21.7		%				20.2		%				1.5
Table games win per unit per day			$	5,354					$	3,191					$	2,163					67.8
Average number of slot machines			1,746						1,738						8						0.5
Slot machine handle			$	1,156,858					$	739,291					$	417,567					56.5
Slot machine win			$	80,303					$	48,267					$	32,036					66.4
Slot machine win per unit per day			$	500					$	302					$	198					65.6
Poker rake			$	2,910					$	10					$	2,900					NM
Encore Boston Harbor:
Total casino revenues			$	151,361					96,723						$	54,638					56.5
Average number of table games			181						186						(5)						(2.7)
Table drop			$	350,145					$	217,797					$	132,348					60.8
Table games win			$	74,818					$	47,528					$	27,290					57.4
Table games win %			21.4		%				21.8		%				(0.4)
Table games win per unit per day			$	4,498					$	3,079					$	1,419					46.1
Average number of slot machines			2,734						1,877						857						45.7
Slot machine handle			$	1,196,299					$	813,435					$	382,864					47.1
Slot machine win			$	98,816					$	63,458					$	35,358					55.7
Slot machine win per unit per day			$	393					$	407					$	(14)					(3.4)

NM - Not meaningful.

Note: In response to the initial outbreak of COVID-19 in early 2020, each of our properties was subject to partial or full closure for varying lengths of time during 2020, and each has since reopened with certain COVID-19 specific protective measures in place.

Non-casino revenues

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

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)			$	15,639					$	4,506					$	11,133					247.1
Occupancy			51.9		%				11.6		%				40.3
ADR			$	187					$	225					$	(38)					(16.9)
REVPAR			$	97					$	26					$	71					273.1
Wynn Macau:
Total room revenues (dollars in thousands)			$	10,896					$	4,938					$	5,958					120.7
Occupancy			51.3		%				16.6		%				34.7
ADR			$	211					$	291					$	(80)					(27.5)
REVPAR			$	108					$	48					$	60					125.0
Las Vegas Operations:
Total room revenues (dollars in thousands)			$	132,705					$	44,961					$	87,744					195.2
Occupancy			83.0		%				39.2		%				43.8
ADR			$	392					$	269					$	123					45.7
REVPAR			$	326					$	105					$	221					210.5
Encore Boston Harbor (1)****:
Total room revenues (dollars in thousands)			$	14,578					$	6,739					$	7,839					116.3
Occupancy			87.8		%				72.7		%				15.1
ADR			$	351					$	294					$	57					19.4
REVPAR			$	308					$	214					$	94					43.9

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

Room revenues increased $112.7 million, primarily due to higher occupancy at our Las Vegas Operations, our Macau Operations and Encore Boston Harbor. The hotel tower at Encore Boston Harbor was closed in connection to a COVID-19 related state directive from November 6, 2020 through January 25, 2021, when it reopened its hotel tower on a Thursday through Sunday weekly schedule. Encore Boston Harbor reopened its hotel tower to seven days per week as of September 1, 2021.

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

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

Operating expenses

The table below presents operating expenses (in thousands):

			Three Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating expenses:
Casino			$	315,316					$	160,861					$	154,455					96.0
Rooms			52,100						35,940						16,160						45.0
Food and beverage			163,655						76,536						87,119						113.8
Entertainment, retail and other			156,490						13,370						143,120						1,070.5
General and administrative			197,350						160,896						36,454						22.7
Provision for credit losses			(347)						11,588						(11,935)						(103.0)
Pre-opening			1,333						877						456						52.0
Depreciation and amortization			177,110						183,486						(6,376)						(3.5)
Property charges and other			15,301						9,905						5,396						54.5
Total operating expenses			$	1,078,308					$	653,459					$	424,849					65.0

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

Casino expenses increased $69.7 million, $39.3 million, $20.0 million, and $25.4 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively. These increases were primarily due to increased gaming tax expense driven by the increase in casino revenues at each property.

Room expenses increased $13.5 million and $2.2 million at our Las Vegas Operations and Wynn Palace. These increases were primarily a result of higher operating costs related to the increase in occupancy.

Food and beverage expenses increased $76.1 million and $7.4 million at our Las Vegas Operations and Encore Boston Harbor, respectively. The increases were primarily a result of higher operating costs related to the increase in food and beverage revenues at each property as well as higher nightlife entertainment costs at our Las Vegas Operations.

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

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

Provision for credit losses decreased $8.8 million and $3.1 million at Wynn Palace and our Las Vegas Operations, respectively. The decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

Our property charges and other expenses for the quarter ended September 30, 2021 consisted primarily of advocacy-related expenses of $12.5 million at Wynn Interactive. Our property charges and other expenses for the quarter ended September 30, 2020 consisted primarily of asset abandonments of $6.2 million and $1.1 million at Encore Boston Harbor and our Las Vegas Operations, respectively.

Interest expense, net of capitalized interest

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

									Three Months Ended September 30,
															2021						2020						Increase/ (Decrease)						Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium															$	150,325					$	145,142					$	5,183					3.6
Weighted average total debt balance															$	12,044,272					$	13,110,457
Weighted average interest rate															4.99		%				4.42		%

Interest costs increased primarily due to an increase in the weighted average interest rate.

Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $11.8 million and a gain of $0.4 million for the three months ended September 30, 2021 and 2020, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

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

We recorded a $0.7 million loss on extinguishment of debt for the three months ended September 30, 2021 related to the prepayment of the Wynn Macau Credit Facilities. We recorded a $3.1 million loss on extinguishment of debt for the three months ended September 30, 2020 related to the partial prepayment of the Wynn Macau Term Loan.

Income taxes

We recorded an income tax expense of $1.2 million and $407.4 million for the three months ended September 30, 2021 and 2020, respectively. The 2021 income tax expense primarily related to an increase in valuation allowance for U.S. deferred tax assets and the Macau dividend tax agreement that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA. The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits, U.S. loss carryforwards and other U.S. deferred tax assets.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $79.7 million and $73.4 million for the three months ended September 30, 2021 and 2020, respectively. These amounts are primarily related to the noncontrolling interests' share of net loss from WML.

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

Operating revenues

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

			Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating revenues
Macau Operations:
Wynn Palace			$	689,020					$	283,932					$	405,088					142.7
Wynn Macau			494,341						292,745						201,596						68.9
Total Macau Operations			1,183,361						576,677						606,684						105.2
Las Vegas Operations			1,009,785						575,407						434,378						75.5
Encore Boston Harbor			487,545						257,782						229,763						89.1
Corporate and other			40,748						—						40,748						NM
			$	2,721,439					$	1,409,866					$	1,311,573					93.0

NM - Not meaningful.

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

			Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating revenues
Casino revenues			$	1,615,228					$	782,074					$	833,154					106.5
Non-casino revenues:
Rooms			387,772						231,240						156,532						67.7
Food and beverage			435,152						250,007						185,145						74.1
Entertainment, retail and other			283,287						146,545						136,742						93.3
Total non-casino revenues			1,106,211						627,792						478,419						76.2
			$	2,721,439					$	1,409,866					$	1,311,573					93.0

Casino revenues for the nine months ended September 30, 2021 were 59.4% of operating revenues, compared to 55.5% for the same period of 2020. Non-casino revenues for the nine months ended September 30, 2021 were 40.6% of operating revenues, compared to 44.5% for the same period of 2020.

Casino revenues

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, respectively, and increased VIP table games win and mass market table drop and table games win at our Macau Operations. Our Las Vegas Operations were closed to the public from March 17, 2020 until June 4, 2020. Encore Boston Harbor was closed to the public from March 15, 2020 until July 10, 2020. Our casino operations in Macau were closed for a 15-day period in February 2020. The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

			Nine Months Ended September 30,
			2021						2020						Increase/(Decrease)						Percent Change
Macau Operations (1)****:
Wynn Palace:
Total casino revenues			$	532,040					$	208,449					$	323,591					155.2
VIP:
Average number of table games			96						97						(1)						(1.0)
VIP turnover			$	5,246,296					$	6,823,955					$	(1,577,659)					(23.1)
VIP table games win			$	222,968					$	113,007					$	109,961					97.3
VIP win as a % of turnover			4.25		%				1.66		%				2.59
Table games win per unit per day			$	8,548					$	4,458					$	4,090					91.7
Mass market:
Average number of table games			227						209						18						8.6
Table drop			$	1,823,792					$	583,599					$	1,240,193					212.5
Table games win			$	406,016					$	156,897					$	249,119					158.8
Table games win %			22.3		%				26.9		%				(4.6)
Table games win per unit per day			$	6,555					$	2,889					$	3,666					126.9
Average number of slot machines			708						586						122						20.8
Slot machine handle			$	1,107,058					$	542,708					$	564,350					104.0
Slot machine win			$	44,553					$	24,796					$	19,757					79.7
Slot machine win per unit per day			$	230					$	163					$	67					41.1
Wynn Macau:
Total casino revenues			$	379,610					$	213,758					$	165,852					77.6
VIP:
Average number of table games			83						88						(5)						(5.7)
VIP turnover			$	4,629,987					$	4,069,809					$	560,178					13.8
VIP table games win			$	130,624					$	130,143					$	481					0.4
VIP win as a % of turnover			2.82		%				3.20		%				(0.38)
Table games win per unit per day			$	5,745					$	5,692					$	53					0.9
Mass market:
Average number of table games			239						219						20						9.1
Table drop			$	1,703,189					$	752,058					$	951,131					126.5
Table games win			$	321,236					$	146,231					$	175,005					119.7
Table games win %			18.9		%				19.4		%				(0.5)
Table games win per unit per day			$	4,914					$	2,564					$	2,350					91.7
Average number of slot machines			583						509						74						14.5
Slot machine handle			$	802,337					$	516,537					$	285,800					55.3
Slot machine win			$	28,573					$	18,993					$	9,580					50.4
Slot machine win per unit per day			$	179					$	144					$	35					24.3
Poker rake			$	—					$	2,083					$	(2,083)					(100.0)

			Nine Months Ended September 30,
			2021						2020						Increase/(Decrease)						Percent Change
Las Vegas Operations (2)****:
Total casino revenues			$	305,253					$	161,354					$	143,899					89.2
Average number of table games			205						228						(23)						(10.1)
Table drop			$	1,258,733					$	830,745					$	427,988					51.5
Table games win			$	285,939					$	166,196					$	119,743					72.0
Table games win %			22.7		%				20.0		%				2.7
Table games win per unit per day			$	5,117					$	3,711					$	1,406					37.9
Average number of slot machines			1,670						1,751						(81)						(4.6)
Slot machine handle			$	3,063,267					$	1,650,517					$	1,412,750					85.6
Slot machine win			$	209,682					$	112,464					$	97,218					86.4
Slot machine win per unit per day			$	460					$	328					$	132					40.2
Poker rake			$	8,704					$	2,185					$	6,519					298.4
Encore Boston Harbor (3)****:
Total casino revenues			$	398,325					$	198,513					$	199,812					100.7
Average number of table games			192						174						18						10.3
Table drop			$	890,777					$	493,428					$	397,349					80.5
Table games win			$	189,070					$	104,814					$	84,256					80.4
Table games win %			21.2		%				21.2		%				—
Table games win per unit per day			$	3,613					$	3,839					$	(226)					(5.9)
Average number of slot machines			2,268						2,330						(62)						(2.7)
Slot machine handle			$	3,204,272					$	1,581,174					$	1,623,098					102.7
Slot machine win			$	263,197					$	122,906					$	140,291					114.1
Slot machine win per unit per day			$	425					$	336					$	89					26.5
Poker rake			$	—					$	5,105					$	(5,105)					(100.0)

In response to the initial outbreak of COVID-19 in early 2020, each of our properties was subject to partial or full closure for varying lengths of time during 2020, and each has since reopened with certain COVID-19 specific protective measures in place.

(1) Our casino operations in Macau were closed for a 15-day period in February 2020 and resumed operations on a reduced basis on February 20, 2020.

(2) Our Las Vegas Operations closed on March 17, 2020 and reopened on June 4, 2020. On October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels. This adjusted operating schedule remained in effect through the first quarter of 2021, and on April 8, 2021, Encore at Wynn Las Vegas resumed full operations.

(3) Encore Boston Harbor closed on March 15, 2020 and reopened on July 10, 2020. In addition, on November 6, 2020, Encore Boston Harbor temporarily suspended hotel operations and overnight casino operations pursuant to a state directive limiting the operating hours of certain businesses, including restaurants and casinos. On January 25, 2021, the limitations on operating hours were lifted, and Encore Boston Harbor restored 24-hour casino operations and reopened its hotel tower on a Thursday through Sunday weekly schedule. The property reopened its hotel tower to seven days per week as of September 1, 2021.

Non-casino revenues

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

			Nine Months Ended September 30,
			2021						2020						Increase/(Decrease)						Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)			$	53,534					$	26,647					$	26,887					100.9
Occupancy			61.1		%				19.3		%				41.8
ADR			$	181					$	283					$	(102)					(36.0)
REVPAR			$	111					$	54					$	57					105.6
Wynn Macau:
Total room revenues (dollars in thousands)			$	39,025					$	23,480					$	15,545					66.2
Occupancy			60.0		%				24.4		%				35.6
ADR			$	217					$	316					$	(99)					(31.3)
REVPAR			$	130					$	77					$	53					68.8
Las Vegas Operations (1)****:
Total room revenues (dollars in thousands)			$	266,250					$	163,419					$	102,831					62.9
Occupancy			63.4		%				55.8		%				7.6
ADR			$	360					$	323					$	37					11.5
REVPAR			$	228					$	180					$	48					26.7
Encore Boston Harbor (2) (3)****:
Total room revenues (dollars in thousands)			$	28,964					$	17,694					$	11,270					63.7
Occupancy			84.1		%				74.6		%				9.5
ADR			$	320					$	293					$	27					9.2
REVPAR			$	269					$	218					$	51					23.4

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

(2) Encore Boston Harbor closed on March 15, 2020 and reopened on July 10, 2020.

(3) Encore Boston Harbor room statistics have been computed based on 158 days and 121 days of operation in the nine months ended September 30, 2021 and 2020, respectively, representing the number of nights hotel rooms were offered for sale to the public. The property reopened its hotel tower to seven days per week as of September 1, 2021.

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

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

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

Operating expenses

The table below presents operating expenses (in thousands):

			Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Operating expenses:
Casino			$	1,048,897					$	734,689					$	314,208					42.8
Rooms			136,187						139,787						(3,600)						(2.6)
Food and beverage			354,709						314,335						40,374						12.8
Entertainment, retail and other			310,871						75,823						235,048						310.0
General and administrative			574,669						547,305						27,364						5.0
Provision for credit losses			7,461						60,548						(53,087)						(87.7)
Pre-opening			5,455						5,614						(159)						(2.8)
Depreciation and amortization			545,538						541,498						4,040						0.7
Property charges and other			26,569						43,701						(17,132)						(39.2)
Total operating expenses			$	3,010,356					$	2,463,300					$	547,056					22.2

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

Casino expenses increased $157.1 million, $84.2 million, $17.4 million, and $55.4 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively. These increases were primarily due to increased gaming tax expense driven by the increase in casino revenues at each property.

Room expenses decreased $4.8 million at Encore Boston Harbor. The decrease was primarily a result of lower payroll and operating costs.

Food and beverage expenses increased $47.1 million at our Las Vegas Operations. The increase was primarily a result of higher operating costs related to the increase in food and beverage revenues as well as higher nightlife entertainment costs.

Entertainment, retail and other expenses increased primarily due to marketing expenses incurred by Wynn Interactive. The increase was partially offset by a decrease in entertainment, retail and other expenses of $7.9 million at our Las Vegas Operations primarily as a result of lower operating costs.

General and administrative expenses increased primarily due to an increase in corporate and other general and administrative expenses of $36.3 million, primarily due to a credit of $30.2 million for the net proceeds of a derivative action settlement recognized during the nine months ended September 30, 2020. In addition, general and administrative expenses increased $7.0 million at Encore Boston Harbor primarily due to the closure of our operations from March 15, 2020 until July 10, 2020.

The provision for credit losses decreased $23.5 million, $24.0 million, and $3.4 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively. The decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

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

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

Our property charges and other expenses for the nine months ended September 30, 2021 consisted primarily of advocacy- related expenses of $12.5 million at Wynn Interactive and asset abandonments of $4.3 million and $4.1 million at our Las Vegas Operations and Wynn Palace, respectively. Our property charges and other expenses for the nine months ended September 30, 2020 consisted primarily of asset disposals and abandonments of $23.4 million and $9.7 million at Wynn Palace and Encore Boston Harbor, respectively.

Interest expense, net of capitalized interest

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

			Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change
Interest expense
Interest cost, including amortization of debt issuance costs and original issue discount and premium			$	453,601					$	408,439					$	45,162					11.1
Capitalized interest			—						(1,252)						(1,252)						(100.0)
			$	453,601					$	407,187					$	46,414					11.4
Weighted average total debt balance			$	12,257,424					$	12,050,631
Weighted average interest rate			4.93		%				4.51		%

Interest costs increased primarily due to an increase in the weighted average debt balance and the weighted average interest rate. Capitalized interest decreased due to the completion of the meeting and convention expansion in February 2020.

Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $17.3 million and a gain of $13.0 million for the nine months ended September 30, 2021 and 2020, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

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

We recorded a $2.1 million loss on extinguishment of debt for the nine months ended September 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan and the prepayment of the Wynn Macau Credit Facilities. We recorded a $4.6 million loss on extinguishment of debt for the nine months ended September 30, 2020 primarily related to the partial prepayment of the Wynn Macau Term Loan.

Income taxes

We recorded an income tax expense of $2.3 million and $564.1 million for the nine months ended September 30, 2021 and 2020, respectively. The 2021 income tax expense primarily related to an increase in valuation allowance for U.S. deferred tax assets and the Macau dividend tax agreement that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA. The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits, U.S. loss carryforwards and other U.S. deferred tax assets.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $177.0 million and $218.9 million for the nine months ended September 30, 2021 and 2020, respectively. These amounts are primarily related to the noncontrolling interests' share of net loss from WML.

Adjusted Property EBITDA

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

The following table summarizes Adjusted Property EBITDA (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2021						2020						Increase/ (Decrease)						Percent Change						2021						2020						Increase/ (Decrease)						Percent Change
Wynn Palace			$	12,112					$	(77,647)					$	89,759					NM						$	93,036					$	(178,379)					$	271,415					NM
Wynn Macau			(1,939)						(34,457)						32,518						94.4						28,703						(97,895)						126,598						NM
Las Vegas Operations			183,416						20,258						163,158						805.4						344,719						(77,383)						422,102						NM
Encore Boston Harbor			64,565						25,986						38,579						148.5						141,844						(40,429)						182,273						NM
Corporate and other			(103,593)						—						(103,593)						NM						(187,961)						—						(187,961)						NM

NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace increased $89.8 million and $271.4 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses. Our casino operations at Wynn Palace were closed for a 15-day period in February 2020.

Adjusted Property EBITDA at Wynn Macau increased $32.5 million and $126.6 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses. Our casino operations at Wynn Macau were closed for a 15-day period in February 2020.

Adjusted Property EBITDA at our Las Vegas Operations increased $163.2 million and $422.1 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses. Our Las Vegas Operations closed to the public on March 17, 2020, and reopened on June 4, 2020 on a reduced basis.

Adjusted Property EBITDA at Encore Boston Harbor increased $38.6 million and $182.3 million for the three and nine months ended September 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses. Encore Boston Harbor closed to the public on March 15, 2020 and reopened on July 10, 2020 on a reduced basis.

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

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

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):

			Nine Months Ended September 30,
Cash Flows - Summary			2021						2020
Cash flows from operating activities			$	(216,832)					$	(781,079)
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention			(213,088)						(261,093)
Purchase of intangible and other assets			(19,741)						—
Proceeds from sale of assets and other			3,689						3,733
Net cash used in investing activities			(229,140)						(257,360)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			1,141,026						3,919,377
Repayments of long-term debt			(2,477,690)						(1,540,609)
Proceeds from issuance of Wynn Resorts, Limited common stock			841,896						—
Repurchase of common stock			(11,004)						(9,537)
Finance lease payments			(11,709)						(2,194)
Proceeds from exercise of stock options			—						70
Dividends paid			(932)						(108,282)
Distribution to noncontrolling interest			(11,843)						(1,996)
Proceeds from issuance of subsidiary common stock			4,662						—
Payments for debt financing costs			(29,975)						(20,350)
Net cash (used in) provided by financing activities			(555,569)						2,236,479
Effect of exchange rate on cash, cash equivalents and restricted cash			(1,689)						3,412
(Decrease) increase in cash, cash equivalents and restricted cash			$	(1,003,230)					$	1,201,452

Operating Activities

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

During the nine months ended September 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts. During the nine months ended September 30, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 pandemic on the results of our operations.

Investing Activities

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

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

During the nine months ended September 30, 2020, we incurred capital expenditures of $56.2 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $81.5 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $41.3 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $38.5 million and $42.1 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

Financing Activities

During the nine months ended September 30, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver. We also paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan and prepaid the outstanding $1.26 billion of borrowings under the Wynn Macau Credit Facilities along with related financing costs, using proceeds from the borrowing of $1.09 billion under the WM Cayman II Revolver along with $200.0 million of cash. In addition, we made quarterly amortization payments under the WRF Term Loan totaling $37.5 million.

During the nine months ended September 30, 2020, we issued $1.0 billion aggregate principal amount of WML 5 1/2% Senior Notes due 2026, issued $600.0 million aggregate principal amount of WML 5 5/8% Senior Notes due 2028, issued $600.0 million aggregate principal amount of WRF 7 3/4% Senior Notes due 2025, borrowed $400.0 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $816.0 million under the WRF Revolver, paid $1.0 billion of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $37.5 million. In addition, we used cash of $108.3 million for the payment of dividends.

Capital Resources

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

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

			Total Cash and Cash Equivalents						Revolver Borrowing Capacity
Wynn Resorts (Macau) S.A. and subsidiaries			$	184,546					$	—
Wynn Macau, Limited and subsidiaries (1)			1,203,074						413,130
Wynn Resorts Finance, LLC (2)			327,438						834,195
Wynn Resorts, Limited and other			760,700						—
Total			$	2,475,758					$	1,247,325

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

(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Resorts (Macau) S.A. and subsidiaries. Wynn Resorts (Macau) S.A. ("Wynn Macau SA") generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver (discussed further below) to fund short term working capital requirements as needed. We expect to use this cash to fund working capital and capital expenditure requirements at our Macau Operations. In addition, we may use this cash to make distributions to WML.

In January 2021, Wynn Macau SA prepaid approximately $412.5 million of the term loan outstanding under the Wynn Macau Credit Facilities using proceeds from WML senior notes issuances.

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

The Company is currently designing the second phase of Wynn Palace. We do not expect to incur significant capital expenditures related to the construction of this project in 2021.

Wynn Macau, Limited and subsidiaries. Wynn Macau, Limited primarily generates cash through distributions from Wynn Macau SA and utilizes available borrowing capacity under the WM Cayman II Revolver as needed. We expect to use this cash to service our existing WML Senior Notes, pay dividends to shareholders of WML (of which we own approximately 72%), and fund working capital requirements at WML.

On September 16, 2021, WM Cayman Holdings Limited II ("WM Cayman II"), an indirect wholly owned subsidiary of WML, entered into an unsecured revolving credit facility agreement (the “Facility Agreement”) in an aggregate principal amount of $1.50 billion consisting of one tranche in an amount of $312.5 million and one tranche in an amount of HK$9.26 billion (approximately $1.19 billion). WM Cayman II has the ability to upsize the total revolving credit facility by an additional $1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. The final maturity of all outstanding loans under the Revolving Facility is September 16, 2025.

WML paid no dividends during 2020 or the nine months ended September 30, 2021. The WML board of directors will be continuously monitoring the situation and market conditions in Macau and Greater China and may consider a special dividend in the future when such conditions have stabilized.

If our portion of our cash and cash equivalents were repatriated to the U.S. on September 30, 2021, it would be subject to minimal U.S. taxes in the year of repatriation.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, 2025 WRF Notes, 2029 WRF Notes, and WLV Notes, and to fund working capital and capital expenditure requirements as needed.

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

Wynn Las Vegas is currently undergoing its planned room remodel, which we temporarily postponed during 2020. We expect to incur between $110 million and $130 million of remaining project costs related to this remodel, which we expect to complete during the second quarter of 2022.

The Company repaid $716.0 million of the outstanding borrowings under the WRF Revolver in February 2021, using proceeds from the February 2021 equity offering described below.

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

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $0.01 per share, at a price of $115.00 per share for proceeds of $841.9 million, net of $17.7 million in

underwriting discounts, commissions and other expenses. The Company used $716.0 million of the net proceeds from this equity offering to repay the outstanding borrowings under the WRF revolver in February 2021, and intends to use the remaining net proceeds for general corporate purposes.

On May 10, 2021, Wynn Interactive entered into a business combination agreement (the "Business Combination Agreement") with Austerlitz Acquisition Corporation I, a Cayman Islands exempted company ("Austerlitz I"), and Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct, wholly owned subsidiary of Austerlitz I ("Merger Sub"). The Business Combination Agreement provides for, among other things, the consummation of the following transactions: (i) Austerlitz I will transfer by way of continuation from the Cayman Islands to Bermuda and change its name to "Wynn Interactive, Limited"; and (ii) Merger Sub will merge with and into Wynn Interactive (the "Merger"), with Wynn Interactive being the surviving company of the Merger and direct, wholly owned subsidiary of Austerlitz I. Upon closing of the transaction, assuming no share redemptions by the public stockholders of Austerlitz I, the Company is expected to retain approximately 58% equity interest (and approximately 72% voting interest) in Wynn Interactive. We expect the assets of the combined business to include approximately $634.0 million of net cash currently held by Austerlitz I. Closing of the proposed business combination is subject to approval by Austerlitz I's stockholders, gaming regulatory approval and other customary closing conditions.

Other Factors Affecting Liquidity

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

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Note 15, "Commitments and Contingencies."

Our Board of Directors has authorized an equity repurchase program of up to $1.0 billion. Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. As of September 30, 2021, we had $800.1 million in repurchase authority remaining under the program. We did not repurchase shares under the repurchase program during the nine months ended September 30, 2021.

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

New business developments or other unforeseen events, including related to COVID-19, may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we engage in any derivatives except for an interest rate collar associated with our Retail Term Loan. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. As of September 30, 2021, we had outstanding letters of credit totaling $15.8 million.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes to these policies for the nine months ended September 30, 2021.

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

See related disclosure in Note 2, "Basis of Presentation and Significant Accounting Policies."

Forward-Looking Statements

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

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A — "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2020 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

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

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

• our ability to maintain our gaming licenses and concessions, including the renewal or extension of the concession in Macau that expires on June 26, 2022;

• our dependence on key employees;

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

• restrictions or conditions on visitation by citizens of PRC to Macau;

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

• doing business in foreign locations such as Macau;

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

• our relationships with Macau gaming promoters;

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

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

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

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

• legalization and growth of gaming in other jurisdictions;

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

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

• changes in gaming laws or regulations;

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

• continued compliance with all provisions in our debt agreements;

• conditions precedent to funding under our credit facilities;

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

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

• our ability to protect our intellectual property rights; and

• our current and future insurance coverage levels.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking

statements, which are based only on information available to us at the time this statement is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.