What changed in this filing

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Item 1. Financial Statements

2020-07-24 compared with 2020-04-24 · 369 added, 113 removed, 386 unchanged (56% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

2020 December 31,

(In millions, except par value)

1 unchanged sentence

Cash and cash equivalents

$ 3,016 $ 4,226

Restricted cash and cash equivalents

3 unchanged sentences

Property and equipment, net

14,911 14,844

Deferred income taxes, net

2 unchanged sentences

Other assets, net

$ 21,695 $ 23,199

LIABILITIES AND EQUITY

10 unchanged sentences

Long-term debt

13,767 12,422

Total liabilities

17,170 16,692

Commitments and contingencies (Note 7)

2 unchanged sentences

Treasury stock, at cost, 69 shares

( 4,481 ) ( 4,481 )

Capital in excess of par value

5 unchanged sentences

Total liabilities and equity

$ 21,695 $ 23,199

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

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2020 2019 2020 2019

(In millions, except per share data)

$ 10 $ 2,361 $ 1,187 $ 5,022

14 429 282 879

Food and beverage

12 224 151 456

42 166 145 326

Convention, retail and other

20 154 115 297

98 3,334 1,880 6,980

Operating expenses:

218 1,309 925 2,748

50 113 142 223

Food and beverage

66 174 205 352

Convention, retail and other

1 unchanged sentence

General and administrative

262 376 581 745

53 51 112 203

Depreciation and amortization

285 289 575 590

Amortization of leasehold interests in land

Loss on disposal or impairment of assets

Operating income

1,020 2,440 2,747 5,115

Operating income (loss)

( 922 ) 894 ( 867 ) 1,865

Other income (expense):

1 unchanged sentence

Interest expense, net of amounts capitalized

( 118 ) ( 143 ) ( 249 ) ( 284 )

Other income (expense)

( 3 ) 20 34 ( 1 )

Gain on sale of Sands Bethlehem

Income (loss) before income taxes

Income tax expense

( 1,039 ) 1,344 ( 1,065 ) 2,173

Income tax (expense) benefit

54 ( 236 ) 29 ( 321 )

Net income (loss)

( 985 ) 1,108 ( 1,036 ) 1,852

Net (income) loss attributable to noncontrolling interests

165 ( 154 ) 215 ( 316 )

Net income (loss) attributable to Las Vegas Sands Corp.

Earnings per share:

$ ( 820 ) $ 954 $ ( 821 ) $ 1,536

Earnings (loss) per share:

$ ( 1.07 ) $ 1.24 $ ( 1.07 ) $ 1.99

$ ( 1.07 ) $ 1.24 $ ( 1.07 ) $ 1.98

Weighted average shares outstanding:

764 772 764 773

764 772 764 774

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

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2020 2019 2020 2019

(In millions)

Net income (loss)

$ ( 985 ) $ 1,108 $ ( 1,036 ) $ 1,852

Currency translation adjustment

45 17 ( 66 ) 22

Total comprehensive income (loss)

( 940 ) 1,125 ( 1,102 ) 1,874

Comprehensive (income) loss attributable to noncontrolling interests

165 ( 158 ) 210 ( 317 )

Comprehensive income (loss) attributable to Las Vegas Sands Corp.

$ ( 775 ) $ 967 $ ( 892 ) $ 1,557

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

4 unchanged sentences

Stockholders’ Equity

Stock Treasury

Stock Capital in

Par Value Accumulated

Comprehensive

Noncontrolling

Loss Retained

Earnings Noncontrolling

Interests Total

(In millions)

Balance at January 1, 2019

Balance at March 31, 2019 $ 1 $ ( 3,901 ) $ 6,700 $ ( 32 ) $ 2,757 $ 915 $ 6,440

— — — — 954 154 1,108

Currency translation adjustment

— — — 13 — 4 17

Exercise of stock options

— — 18 — — 7 25

Stock-based compensation

— — 8 — — 1 9

Disposition of interest in majority owned subsidiary

— — ( 185 ) — — 266 81

Repurchase of common stock

Dividends declared ($0.77 per share) (Note 5)

Balance at March 31, 2019

— ( 180 ) — — — — ( 180 )

Dividends declared ($ 0.77 per share) and noncontrolling interest payments (Note 5)

— — — — ( 593 ) ( 325 ) ( 918 )

Balance at June 30, 2019 $ 1 $ ( 4,081 ) $ 6,541 $ ( 19 ) $ 3,118 $ 1,022 $ 6,582

Balance at January 1, 2019 $ 1 $ ( 3,727 ) $ 6,680 $ ( 40 ) $ 2,770 $ 1,061 $ 6,745

— — — — 1,536 316 1,852

Currency translation adjustment

— — — 21 — 1 22

Exercise of stock options

— — 30 — — 9 39

Stock-based compensation

— — 16 — — 2 18

Disposition of interest in majority owned subsidiary

— — ( 185 ) — — 266 81

Repurchase of common stock

— ( 354 ) — — — — ( 354 )

Dividends declared ($ 1.54 per share) and noncontrolling interest payments (Note 5)

— — — — ( 1,188 ) ( 633 ) ( 1,821 )

Balance at June 30, 2019 $ 1 $ ( 4,081 ) $ 6,541 $ ( 19 ) $ 3,118 $ 1,022 $ 6,582

Balance at March 31, 2020 $ 1 $ ( 4,481 ) $ 6,591 $ ( 119 ) $ 2,497 $ 968 $ 5,457

— — — — ( 820 ) ( 165 ) ( 985 )

Currency translation adjustment

— — — 45 — — 45

Exercise of stock options

— — 1 — — 1 2

Stock-based compensation

— — 5 — — 1 6

Balance at June 30, 2020 $ 1 $ ( 4,481 ) $ 6,597 $ ( 74 ) $ 1,677 $ 805 $ 4,525

Balance at January 1, 2020 $ 1 $ ( 4,481 ) $ 6,569 $ ( 3 ) $ 3,101 $ 1,320 $ 6,507

— — — — ( 821 ) ( 215 ) ( 1,036 )

Currency translation adjustment

— — — ( 71 ) — 5 ( 66 )

Exercise of stock options

— — 17 — — 1 18

Stock-based compensation

— — 11 — — 2 13

Dividends declared ($ 0.79 per share) (Note 5)

— — — — ( 603 ) ( 308 ) ( 911 )

Balance at June 30, 2020 $ 1 $ ( 4,481 ) $ 6,597 $ ( 74 ) $ 1,677 $ 805 $ 4,525

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In millions)

1 unchanged sentence

Net income (loss)

$ ( 1,036 ) $ 1,852

Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:

4 unchanged sentences

Loss on disposal or impairment of assets

Gain on sale of Sands Bethlehem

Stock-based compensation expense

Provision for credit losses

Foreign exchange (gain) loss

Foreign exchange gain

Deferred income taxes

1 unchanged sentence

Accounts receivable

Leasehold interests in land

Accounts payable

( 82 ) ( 36 )

Other liabilities

( 731 ) ( 134 )

Net cash generated from (used in) operating activities

( 1,022 ) 896

Cash flows from investing activities:

Net proceeds from sale of Sands Bethlehem

Capital expenditures

( 702 ) ( 453 )

Proceeds from disposal of property and equipment

Net cash used in investing activities

Acquisition of intangible assets

Net cash generated from (used in) investing activities

Cash flows from financing activities:

2 unchanged sentences

Dividends paid and noncontrolling interest payments

Repayments of long-term debt

( 911 ) ( 1,821 )

Proceeds from long-term debt (Note 2)

Repayments of long-term debt (Note 2)

( 435 ) ( 51 )

Payments of financing costs

Net cash used in financing activities

Net cash generated from (used in) financing activities

547 ( 2,187 )

Effect of exchange rate on cash, cash equivalents and restricted cash

Decrease in cash, cash equivalents and restricted cash

( 1,210 ) ( 630 )

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

$ 3,032 $ 4,031

Supplemental disclosure of cash flow information:

13 unchanged sentences

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

COVID-19 Coronavirus Pandemic

In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified.

The disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020.

Since that time, people across the globe have been advised to avoid non-essential travel.

Steps have also been taken by various countries around the world, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

Visitation to Macao has decreased substantially, driven by the outbreak’s strong deterrent effect on travel and social activities.

The China Individual Visit Scheme to Macao ("China IVS") and group tour schemes to Macao have been suspended and a ban on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macao residents, citizens of the People’s Republic of China (“PRC”), Hong Kong residents and Taiwan residents attempting to enter Macao is currently in place.

Additionally, restrictions required the Company’s ferry operations between Macao and Hong Kong to be suspended until further notice.

On February 4, 2020, in response to the outbreak, the Macao government announced the suspension of all Macao casino operations beginning on February 5, 2020.

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”).

As a result, people across the globe have been advised to avoid non-essential travel.

Steps have also been taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

Visitation to Macao has decreased substantially, driven by various government policies limiting travel.

The China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes have been suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, has been enacted by the government for Macao residents, citizens of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers.

The Macao government suspended all gaming operations beginning on February 5, 2020.

The Company’s Macao casino operations resumed on February 20, 2020, except for casino operations at Sands Cotai Central, which resumed on February 27, 2020.

Certain health safeguards, however, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection and health declarations, remain in effect at the present time.

Management is currently unable to determine when these measures will be modified or cease to be necessary.

Some of the Company’s Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of one of the hotel towers at Sands Cotai Central (which features rooms and suites under the Conrad brand), these hotels were gradually reopened beginning February 20, 2020.

The remaining hotel tower at Sands Cotai Central is expected to reopen in line with operational needs and demand, but the timing of this currently cannot be determined.

On March 28, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, up to 2,000 hotel rooms at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central were provided to the Macao government for quarantine purposes.

A number of restaurants and food outlets across the Company’s properties in Macao are currently closed, as are a number of retail outlets in the retail malls and a number of entertainment amenities.

The timing or manner in which these operations will return is currently not able to be determined.

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon beginning on January 30, 2020 and the Hong Kong Macao Ferry Terminal in Hong Kong beginning on February 4, 2020.

In response, the Company was forced to immediately suspend its Macao ferry operations between Macao and Hong Kong.

The timing and manner in which the Company’s ferry operations will be able to resume is currently unknown.

The Company is currently unable to determine when these measures will be modified or cease to be necessary.

Some of the Company’s Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”), these hotels were gradually reopened from February 20, 2020, in line with operational needs and demand.

The Conrad hotel reopened on June 13, 2020.

Additionally, on March 28, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house Macao citizens and others upon their initial return from other jurisdictions for quarantine.

The use of this tower by the Macao government ceased on May 1, 2020, but was subsequently reactivated on June 7, 2020.

A limited number of restaurants across the Company’s Macao properties have reopened.

The majority of retail outlets in the Company’s various shopping malls are open with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020.

In response, the Company suspended its Macao ferry operations between Macao and Hong Kong.

The timing and manner in which the Company’s normal ferry operations will be able to resume are currently unknown.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Total visitation from China to Macao in February 2020 declined 97% compared to the same period in 2019, according to the Statistics and Census Services of the Macao government.

For the three months ended March 31, 2020 , the operations at Marina Bay Sands remained open;

however, visitation to the property declined throughout the quarter due to the COVID-19 Pandemic.

Subsequent to quarter-end, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, beginning on April 7, 2020 through at least June 1, 2020, which could be extended in the future.

Total visitation to Marina Bay Sands, per Company data, for the three months ended March 31, 2020 , has decreased over 36% as compared to visitation for the same period in the prior year.

Since the COVID-19 Pandemic began in January, visitation to the Las Vegas Operating Properties declined steadily.

On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020 through at least April 30, 2020, which could be extended in the future.

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company's financial condition and operations during the three months ended March 31, 2020 .

The duration and intensity of this global health emergency and related disruptions is uncertain.

The Macao government announced total visitation from mainland China to Macao on a monthly basis decreased by 14.9% (with an 83.3% decrease in visitation over the first seven days of Chinese New Year) in January 2020 and decreased in a range of 96.3% to 99.6% in February to May 2020, as compared to the same periods in 2019.

It also announced monthly gross gaming revenue decreased by 11.3% in January 2020 and decreased in a range of 79.7% to 97.0% in February to June 2020, as compared to the same periods in 2019.

Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic.

The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020;

however, this only included certain restaurants and the retail mall operations.

The casino operations reopened on July 1, 2020;

however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members.

As of July 9, 2020, the casino opened to all SRC members.

All operations are currently subject to limited capacities.

On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore citizens upon their initial return from other jurisdictions for quarantine.

The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers will continue through July 26, 2020.

Additionally, beginning on July 17, 2020, the first tower reopened for normal operations.

The date on which convention and nightlife venues may reopen is unknown at this time.

In the months leading up to the closure, visitation to Marina Bay Sands declined.

The Singapore Tourism Board announced for the quarter ended March 31, 2020, the total change in visitation decreased approximately 64%, as compared to the same periods in 2019.

Total visitation decreased by approximately 100% in April and May 2020, as compared to the same periods in 2019.

On May 28, 2020, the Nevada government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada.

The Company opened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity.

Convention, meeting and certain entertainment related operations remain closed.

Visitation to the Company’s Las Vegas Operating properties declined in the months leading up to the closure.

The Las Vegas Convention and Visitors Authority announced for the quarter ended March 31, 2020, the total change in visitation decreased 18.3%, as compared to the same period in 2019.

Total visitation decreased by 97% and 95.9% in April and May 2020, respectively, as compared to the same periods in 2019.

It also announced for the quarter ended March 31, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4%, as compared to the same periods in 2019.

Total gross gaming revenue decreased by 99.3% in April and May 2020, as compared to the same periods in 2019.

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company’s financial condition and operations during the six months ended June 30, 2020.

The duration and intensity of this global health emergency and related disruptions are uncertain.

Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism customers to spend on travel and entertainment and business customers to spend on meetings, incentives, conventions and exhibitions (“MICE”).

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 2.60 billion and access to $ 1.50 billion , $ 2.02 billion and $ 416 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Credit Facility, respectively, and 3.75 billion Singapore dollars (“SGD,” approximately $ 2.63 billion at exchange rates in effect on March 31, 2020 ) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project , as of March 31, 2020 .

The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges.

The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 3.02 billion and access to $ 1.50 billion, $ 2.02 billion and $ 425 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.75 billion Singapore dollars (“SGD,” approximately $ 2.69 billion at exchange rates in effect on June 30, 2020) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of June 30, 2020.

The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges.

Note 2 — Long-Term Debt

Long-term debt consists of the following:

2020 December 31,

(In millions)

1 unchanged sentence

Related (1) :

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $14)

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $5)

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 13 and $ 14 , respectively)

$ 1,737 $ 1,736

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 11 and $ 12 , respectively)

3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 8 )

Macao Related (1) :

4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $10 and $11, respectively, and a positive cumulative fair value adjustment of $11)

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $13 and a positive cumulative fair value adjustment of $11)

4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 11 , respectively, and a positive cumulative fair value adjustment of $ 4 and $ 11 , respectively)

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 12 and $ 13 , respectively, and a positive cumulative fair value adjustment of $ 4 and $ 11 , respectively)

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 8 )

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 18 and $ 19 , respectively, and a positive cumulative fair value adjustment of $ 5 and $ 12 , respectively)

4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 10 )

Singapore Related (1) :

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 52 and $ 54 , respectively)

13,838 12,492

Less — current maturities

( 71 ) ( 70 )

Total long-term debt

$ 13,767 $ 12,422

Unamortized deferred financing costs of $ 94 million and $ 100 million as of March 31, 2020 and December 31, 2019 , respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net in the accompanying condensed consolidated balance sheets.

LVSC Revolving Facility

As of March 31, 2020, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

2018 SCL Credit Facility

During March 2020, Sands China Ltd.

(“SCL”) entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements for SCL to comply with the requirements that SCL ensure the maximum consolidated leverage ratio does not exceed 4.0 x and minimum consolidated interest coverage ratio of 2.5 x for any quarterly period ending during the period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “Relevant Period”) (other than with respect to the financial year ended on December 31, 2019);

(b) waived any default that may arise as a result of any breach of said requirements during the Relevant Period (other than with respect to the financial year ended on December 31, 2019);

and (c) extended the period of time during which SCL may supply the agent with (i)

____________________

(1) Unamortized deferred financing costs of $ 95 million and $ 100 million as of June 30, 2020 and December 31, 2019, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020;

LVSC Revolving Facility

As of June 30, 2020, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

SCL Senior Notes

On June 4, 2020, Sands China Ltd.

(“SCL”) issued, in a private offering, two series of senior unsecured notes in an aggregate principal amount of $ 1.50 billion, consisting of $ 800 million of 3.800 % Senior Notes due January 8, 2026 (the “2026 SCL Senior Notes”) and $ 700 million of 4.375 % Senior Notes due June 18, 2030 (the “2030 SCL Senior Notes”).

The net proceeds from the offering will be used for incremental liquidity and general corporate purposes.

There are no interim principal payments on the 2026 or 2030 SCL Senior Notes and interest is payable semi-annually in arrears on January 8 and July 8, commencing on January 8, 2021, with respect to the 2026 SCL Senior Notes, and on June 18 and December 18, commencing on December 18, 2020, with respect to the 2030 SCL Senior Notes.

The 2026 and 2030 SCL Senior Notes are senior unsecured obligations of SCL.

Each series of notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any.

The notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries.

None of SCL’s subsidiaries guarantee the notes.

The 2026 and 2030 SCL Senior Notes were issued pursuant to an indenture, dated June 4, 2020 (the “Indenture”), between SCL and U.S.

Bank National Association, as trustee.

The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis.

The Indenture also provides for customary events of default.

2018 SCL Credit Facility

During March 2020, SCL entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements for SCL to comply with the requirements that SCL ensure the maximum consolidated leverage ratio does not exceed 4.0 x and minimum consolidated interest coverage ratio of 2.5 x for any quarterly period ending during the period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “Relevant Period”) (other than with respect to the financial year ended on December 31, 2019);

(b) waived any default that may arise as a result of any breach of said requirements during the Relevant Period (other than with respect to the financial year ended on December 31, 2019);

and (c) extended the period of time during which SCL may supply the agent with (i) its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020;

and (ii) its audited consolidated financial statements for the financial year ending on December 31, 2020, to April 30, 2021.

Pursuant to the Waiver Letter, SCL agreed to pay a customary fee to the lenders that consented.

As of March 31, 2020 , SCL had $ 2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments ( 13.81 billion Hong Kong dollars or “HKD,” approximately $ 1.78 billion at exchange rates in effect on March 31, 2020) and U.S.

As of June 30, 2020, SCL had $ 2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments ( 13.81 billion Hong Kong dollars or “HKD,” approximately $ 1.78 billion at exchange rates in effect on June 30, 2020) and U.S.

dollar commitments ($ 237 million).

2012 Singapore Credit Facility

As of March 31, 2020 , the Company’s wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS”), had SGD 592 million (approximately $ 416 million at exchange rates in effect on March 31, 2020 ) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $ 107 million at exchange rates in effect on March 31, 2020 ).

There were no loans borrowed under the Delayed Draw Term Facility as of March 31, 2020 .

On June 18, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS” or the “Borrower”), entered into an amendment letter (the “Amendment Letter”) with DBS Bank Ltd.

(“DBS”), as agent.

The Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, the “Facility Agreement”), among the Borrower, the lenders party thereto, DBS, as the agent, and the other parties thereto.

The Amendment Letter (a) modifies the financial covenant provisions under the Facility Agreement such that the Borrower will not have to comply with the leverage or interest coverage covenants for the financial quarters

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ending, and including, September 30, 2020 through, and including, December 31, 2021 (the “Waiver Period”);

(b) extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule, in each case for the MBS expansion project;

and (c) permits the Borrower to make dividend payments during the Waiver Period of (i) an unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25 to 1 and (ii) up to SGD 500 million per fiscal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25 to 1, subject to the additional requirements that (a) the aggregate amount of the Borrower’s cash plus Facility B availability is greater than or equal to SGD 800 million immediately following such dividend payment and (b) the Borrower’s interest coverage ratio is higher than 3.00 to 1.

Pursuant to the Amendment Letter, MBS agreed to pay a customary fee on June 19, 2020, to the lenders that consented thereto.

As of June 30, 2020, MBS had SGD 592 million (approximately $ 425 million at exchange rates in effect on June 30, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $ 110 million at exchange rates in effect on June 30, 2020).

There were no loans borrowed under the Singapore Delayed Draw Term Facility as of June 30, 2020.

Debt Covenant Compliance

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

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

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:

Six Months Ended

(In millions)

Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496 $ —

Proceeds from 2018 SCL Credit Facility 403 —

Repayments on 2018 SCL Credit Facility $ ( 404 ) $ —

Repayments on 2012 Singapore Credit Facility ( 30 ) ( 31 )

Repayments on 2013 U.S.

Credit Facility — ( 18 )

Repayments on HVAC Equipment Lease and Other Long-Term Debt ( 1 ) ( 2 )

$ ( 435 ) $ ( 51 )

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of March 31, 2020 and December 31, 2019 , was approximately $ 11.65 billion and $ 13.21 billion , respectively, compared to its contractual value of $ 12.40 billion and $ 12.58 billion , respectively.

The estimated fair value of the Company’s long-term debt as of June 30, 2020 and December 31, 2019, was approximately $ 14.39 billion and $ 13.21 billion, respectively, compared to its contractual value of $ 13.95 billion and $ 12.58 billion, respectively.

The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 3 — Accounts Receivable, Net

Note 3 — Derivative Instruments

In August 2018, the Company entered into interest rate swap agreements (the “IR Swaps”), which qualified and were designated as fair value hedges, swapping fixed-rate for variable-rate interest to hedge changes in the fair value of the SCL Senior Notes issued in August 2018.

These IR Swaps have a total notional value of $ 5.50 billion and terminate in August 2020 .

The total fair value of the IR Swaps as of June 30, 2020, was $ 73 million.

In the accompanying condensed consolidated balance sheet, $ 13 million was recorded as an asset in prepaid expenses and other with an equal corresponding adjustment recorded against the carrying value of the related SCL Senior Notes issued in August

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2018, which adjustment represents the fair value of the additional interest income expected to be received subsequent to June 30, 2020, for the remaining term of the IR Swaps.

The remaining $ 60 million was recorded as a receivable in accounts receivable, net.

The fair value of the IR Swaps was estimated using level 1 inputs obtained directly from the contractual counterparties, as the final rate set was completed in May 2020 and no uncertainty in the outcome of the derivatives remains.

Gains and losses due to changes in fair value of the IR Swaps completely offset changes in the fair value of the hedged portion of the underlying debt.

Additionally, for the three and six months ended June 30, 2020, the Company recorded a $ 25 million and $ 40 million reduction to interest expense, respectively, related to the realized amount associated with the IR Swaps, and for the three and six months ended June 30, 2019, the Company recorded a $ 3 million and $ 5 million reduction to interest expense, respectively.

Note 4 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable are comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost.

Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost.

The Company extends credit to approved casino customers following background checks and investigations of creditworthiness.

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Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from customers and gaming promoters residing in these countries.

Accounts receivable primarily consist of casino receivables.

Accounts receivable primarily consists of casino receivables.

Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable as the Company has a large number of customers.

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The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

The Company also monitors regional and global economic conditions and forecasts in its evaluation of the

The Company also monitors regional and global economic conditions and forecasts in its evaluation of the adequacy of the recorded reserves.

Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.

Credit or marker play was 26.4 %, 14.7 % and 69.9 % of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the six months ended June 30, 2020.

The Company’s provision for casino credit losses was 38.8 % and 32.3 % of gross casino receivables as of June 30, 2020 and December 31, 2019, respectively.

The Company’s provision for credit losses from its hotel and other receivables is not material.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

adequacy of the recorded reserves.

Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.

Credit or marker play was 22.1 % , 14.9 % and 70.0 % of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the period ended March 31, 2020 .

The Company’s provision for casino credit losses was 34.7 % and 32.3 % of gross casino receivables as of March 31, 2020 and December 31, 2019 , respectively.

The Company’s provision for credit losses from its hotel and other receivables is not material.

Accounts receivable, net, consists of the following:

2020 December 31,

(In millions)

Less - provision for credit losses

( 280 ) ( 282 )

The following table shows the movement in the provision for credit losses recognized for accounts receivable that occurred during the period:

2020 June 30,

(In millions)

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Current period provision for credit losses

( 34 ) ( 44 )

Recoveries of receivables previously written-off

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On January 1, 2020, the Company adopted the guidance under the accounting standard update (“ASU”) issued in June 2016 by the Financial Accounting Standards Board (“FASB”).

The ASU revised the methodology for measuring credit losses on financial losses on financial instruments and the timing of when such losses are recorded.

The ASU revised the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded.

The adoption, which was applied on a modified retrospective basis, did not have a material impact on the Company’s financial condition and results of operations and therefore did not result in an adjustment to retained earnings as of January 1, 2020.

Note 4 — Derivative Instruments

These IR Swaps have a total notional value of $ 5.50 billion and expire in August 2020 .

The total fair value of the IR Swaps as of March 31, 2020 , was $ 43 million .

In the accompanying condensed consolidated balance sheet, $ 33 million was recorded as an asset in prepaid expenses and other with an equal corresponding adjustment recorded against the carrying value of the SCL Senior Notes.

The fair value of the IR Swaps was estimated using level 2 inputs from recently reported market forecasts of interest rates.

Gains and losses due to changes in fair value of the IR Swaps completely offset changes in the fair value of the hedged portion of the underlying

Customer Contract Related Liabilities

The Company provides numerous products and services to its customers.

There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations.

The Company has the following main types of liabilities associated with contracts with customers:

(1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Additionally, for the three months ended March 31, 2020 and 2019 , the Company recorded a $ 14 million and $ 2 million reduction to interest expense, respectively, related to the realized amount associated with the IR Swaps.

The following table summarizes the liability activity related to contracts with customers:

Outstanding Chip Liability Loyalty Program Liability Customer Deposits and Other Deferred Revenue (1)

2020 2019 2020 2019 2020 2019

(In millions)

Balance at January 1 $ 540 $ 551 $ 68 $ 66 $ 724 $ 827

Balance at June 30 391 553 66 67 734 753

Increase (decrease) $ ( 149 ) $ 2 $ ( 2 ) $ 1 $ 10 $ ( 74 )

____________________

(1) Of this amount, $ 152 million, $ 154 million, $ 151 million and $ 152 million as of June 30, 2020, January 1, 2020, June 30, 2019 and January 1, 2019, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 5 — Equity and Earnings Per Share

On March 26, 2020, the Company paid a dividend of $ 0.79 per common share as part of a regular cash dividend program.

During the three months ended March 31, 2020 , the Company recorded $ 603 million as a distribution against retained earnings (of which $ 342 million related to the principal stockholder and his family and the remaining $ 261 million related to all other stockholders).

On March 28, 2019, the Company paid a dividend of $ 0.77 per common share as part of a regular cash dividend program.

During the three months ended March 31, 2019 , the Company recorded $ 595 million as a distribution against retained earnings (of which $ 333 million related to the principal stockholder and his family and the remaining $ 262 million related to all other shareholders).

During the six months ended June 30, 2020, the Company recorded $ 603 million as a distribution against retained earnings (of which $ 342 million related to the principal stockholder and his family and the remaining $ 261 million related to all other stockholders).

In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic.

Noncontrolling Interests

On February 21 , 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $ 1.03 billion , of which the Company retained $ 717 million during the three months ended March 31, 2020 ).

On February 22, 2019, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $ 1.02 billion , of which the Company retained $ 716 million during the three months ended March 31, 2019 ) .

On February 21, 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $ 1.03 billion, of which the Company retained $ 717 million during the six months ended June 30, 2020).

On April 17, 2020, SCL announced it will not pay a final dividend for 2019 due to the impact of the COVID-19 Pandemic.

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Three Months Ended

June 30, Six Months Ended

2020 2019 2020 2019

(In millions)

Weighted-average common shares outstanding (used in the calculation of basic earnings per share)

764 772 764 773

Potential dilution from stock options and restricted stock and stock units

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)

764 772 764 774

Antidilutive stock options excluded from the calculation of diluted earnings per share

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Lease revenue consists of the following:

Three Months Ended March 31,

Three months ended June 30,

Mall Other Mall Other

(In millions)

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Rent concessions (1)

( 111 ) ( 1 ) — —

Total overage rents and rent concessions ( 110 ) ( 2 ) 12 —

$ 19 $ — $ 142 $ 3

Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall and other operations.

Six months ended June 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 263 $ 5 $ 258 $ 7

Overage rents 6 — 19 1

Rent concessions (1)

( 170 ) ( 2 ) — —

Total overage rents and rent concessions ( 164 ) ( 2 ) 19 1

$ 99 $ 3 $ 277 $ 8

___________________

(1) Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall and other operations.

Note 7 — Commitments and Contingencies

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District Court entered an order dismissing the Prior Action on April 16, 2010.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc.

(“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”).

The claim was for 3.0 billion patacas (approximately $ 376 million at exchange rates in effect on March 31, 2020 ).

The claim was for 3.0 billion patacas (approximately $ 376 million at exchange rates in effect on June 30, 2020).

The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S.

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Defendants on April 7, 2016.

As of the end

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court.

As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court.

On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time.

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Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 12.08 billion at exchange rates in effect on March 31, 2020 ), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 12.08 billion at exchange rates in effect on June 30, 2020), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage.

On September 2, 2019, the U.S.

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On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court.

On September 10, 2019, AAEC moved to reschedule the trial of the Macao Action, which had been scheduled to begin on September 12, 2019.

The Macao Judicial Court granted that motion and rescheduled the trial to begin on September 16, 2020.

On June 18, 2020, the U.S.

Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic.

The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021.

The Macao Action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

The Company intends to defend this matter vigorously.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 8 — Segment Information

11 unchanged sentences

The Company has included Corporate and Other (which includes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to the condensed consolidated financial condition.

The Company’s segment information as of June 30, 2020 and December 31, 2019, and for the three and six months ended June 30, 2020 and 2019 is as follows:

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

Three Months Ended June 30, 2020 (In millions)

The Venetian Macao $ 5 $ 1 $ 1 $ 18 $ 3 $ 28

Sands Cotai Central 1 — 1 7 1 10

The Parisian Macao ( 30 ) 1 1 4 1 ( 23 )

The Plaza Macao and Four Seasons Hotel Macao

Sands Macao 5 1 — 1 — 7

Ferry Operations and Other — — — — 6 6

( 11 ) 4 4 39 11 47

Marina Bay Sands 7 1 2 3 10 23

Las Vegas Operating Properties 14 9 6 — 7 36

Intercompany eliminations (1)

— — — — ( 8 ) ( 8 )

Total net revenues $ 10 $ 14 $ 12 $ 42 $ 20 $ 98

Three Months Ended June 30, 2019

The Venetian Macao $ 698 $ 53 $ 17 $ 62 $ 24 $ 854

Sands Cotai Central 358 77 24 16 8 483

The Parisian Macao 343 32 17 15 7 414

The Plaza Macao and Four Seasons Hotel Macao

162 10 7 31 1 211

Sands Macao 141 5 7 1 1 155

Ferry Operations and Other — — — — 30 30

1,702 177 72 125 71 2,147

Marina Bay Sands 468 93 58 42 27 688

United States:

Las Vegas Operating Properties 112 156 90 — 108 466

Sands Bethlehem (2)

79 3 4 — 4 90

191 159 94 — 112 556

Intercompany eliminations (1)

— — — ( 1 ) ( 56 ) ( 57 )

Total net revenues $ 2,361 $ 429 $ 224 $ 166 $ 154 $ 3,334

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s segment information as of March 31, 2020 and December 31, 2019 , and for the three months ended March 31, 2020 and 2019 is as follows:

Food and Beverage

Convention, Retail and Other

Three Months Ended March 31, 2020

(In millions)

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

Six Months Ended June 30, 2020

The Venetian Macao $ 256 $ 22 $ 6 $ 47 $ 12 $ 343

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The Plaza Macao and Four Seasons Hotel Macao

91 5 4 26 — 126

Sands Macao 69 3 2 1 1 76

Ferry Operations and Other — — — — 18 18

625 71 27 100 38 861

Marina Bay Sands 446 75 43 45 26 635

United States:

Las Vegas Operating Properties 116 136 81 — 103 436

Intercompany eliminations (1)

— — — — ( 52 ) ( 52 )

Total net revenues $ 1,187 $ 282 $ 151 $ 145 $ 115 $ 1,880

Three Months Ended March 31, 2019

Six Months Ended June 30, 2019

The Venetian Macao $ 1,438 $ 110 $ 39 $ 118 $ 46 $ 1,751

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The Plaza Macao and Four Seasons Hotel Macao

335 20 16 62 2 435

Sands Macao 280 9 14 2 2 307

Ferry Operations and Other — — — — 60 60

3,586 364 154 241 136 4,481

Marina Bay Sands 1,012 195 111 85 52 1,455

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Sands Bethlehem (2)

199 7 11 1 9 227

424 320 191 1 228 1,164

Intercompany eliminations (1)

— — — ( 1 ) ( 119 ) ( 120 )

Total net revenues $ 5,022 $ 879 $ 456 $ 326 $ 297 $ 6,980

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Three Months Ended

June 30, Six Months Ended

2020 2019 2020 2019

(In millions)

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(1) Primarily consists of royalties from the Company’s international operations.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

June 30, Six Months Ended

2020 2019 2020 2019

(In millions)

4 unchanged sentences

The Plaza Macao and Four Seasons Hotel Macao ( 18 ) 83 10 168

Sands Macao ( 31 ) 43 ( 32 ) 83

Ferry Operations and Other ( 6 ) ( 1 ) ( 12 ) ( 4 )

( 312 ) 765 ( 245 ) 1,623

Marina Bay Sands ( 113 ) 346 169 769

2 unchanged sentences

Sands Bethlehem (1)

( 122 ) 155 ( 34 ) 326

Consolidated adjusted property EBITDA (2)

( 547 ) 1,266 ( 110 ) 2,718

Other Operating Costs and Expenses

Stock-based compensation (3)

( 6 ) ( 4 ) ( 9 ) ( 7 )

Corporate ( 53 ) ( 51 ) ( 112 ) ( 203 )

Pre-opening ( 4 ) ( 10 ) ( 9 ) ( 14 )

Development ( 9 ) ( 4 ) ( 15 ) ( 9 )

Depreciation and amortization ( 285 ) ( 289 ) ( 575 ) ( 590 )

1 unchanged sentence

Loss on disposal or impairment of assets ( 5 ) — ( 10 ) ( 7 )

Operating income

Operating income (loss) ( 922 ) 894 ( 867 ) 1,865

Other Non-Operating Costs and Expenses

2 unchanged sentences

Other income (expense) ( 3 ) 20 34 ( 1 )

Income tax expense

Gain on sale of Sands Bethlehem — 556 — 556

Income tax (expense) benefit 54 ( 236 ) 29 ( 321 )

Net income (loss) $ ( 985 ) $ 1,108 $ ( 1,036 ) $ 1,852

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

____________________

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In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.

Consolidated adjusted property EBITDA should

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.

1 unchanged sentence

As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.

During the three months ended March 31, 2020 and 2019 , the Company recorded stock-based compensation expense of $ 7 million and $ 9 million , respectively, of which $ 4 million and $ 6 million , respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Three Months Ended

(3) During the three months ended June 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 7 million and $ 9 million, respectively, of which $ 1 million and $ 5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the six months ended June 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 14 million and $ 18 million, respectively, of which $ 5 million and $ 11 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Six Months Ended

(In millions)

5 unchanged sentences

The Plaza Macao and Four Seasons Hotel Macao 129 60

Sands Macao 2 6

Marina Bay Sands 61 98

5 unchanged sentences

(1) The Company completed the sale of Sands Bethlehem on May 31, 2019 .

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2020 December 31,

(In millions)

4 unchanged sentences

The Plaza Macao and Four Seasons Hotel Macao 1,241 1,239

Sands Macao 269 324

Ferry Operations and Other 142 156

10,966 11,817

Marina Bay Sands 5,309 5,880

Las Vegas Operating Properties 4,184 4,112

Total assets $ 21,695 $ 23,199

LAS VEGAS SANDS CORP.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements