LAS VEGAS SANDS CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2020 December 31, 2019 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,016 $ 4,226 Restricted cash and cash equivalents 16 16 Accounts receivable, net of provision for credit losses of $ 280 and $ 282 567 844 Inventories 37 37 Prepaid expenses and other 136 182 Total current assets 3,772 5,305 Property and equipment, net 14,911 14,844 Deferred income taxes, net 308 282 Leasehold interests in land, net 2,192 2,272 Intangible assets, net 32 42 Other assets, net 480 454 Total assets $ 21,695 $ 23,199 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 64 $ 149 Construction payables 326 334 Other accrued liabilities 1,683 2,396 Income taxes payable 231 275 Current maturities of long-term debt 71 70 Total current liabilities 2,375 3,224 Other long-term liabilities 513 513 Deferred income taxes 169 183 Deferred amounts related to mall sale transactions 346 350 Long-term debt 13,767 12,422 Total liabilities 17,170 16,692 Commitments and contingencies (Note 7) Equity: Preferred stock, $ 0.001 par value, 50 shares authorized, zero shares issued and outstanding — — Common stock, $ 0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding 1 1 Treasury stock, at cost, 69 shares ( 4,481 ) ( 4,481 ) Capital in excess of par value 6,597 6,569 Accumulated other comprehensive loss ( 74 ) ( 3 ) Retained earnings 1,677 3,101 Total Las Vegas Sands Corp. stockholders’ equity 3,720 5,187 Noncontrolling interests 805 1,320 Total equity 4,525 6,507 Total liabilities and equity $ 21,695 $ 23,199 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In millions, except per share data) (Unaudited) Revenues: Casino $ 10 $ 2,361 $ 1,187 $ 5,022 Rooms 14 429 282 879 Food and beverage 12 224 151 456 Mall 42 166 145 326 Convention, retail and other 20 154 115 297 Net revenues 98 3,334 1,880 6,980 Operating expenses: Casino 218 1,309 925 2,748 Rooms 50 113 142 223 Food and beverage 66 174 205 352 Mall 11 18 28 35 Convention, retail and other 27 75 83 155 Provision for credit losses 17 7 35 11 General and administrative 262 376 581 745 Corporate 53 51 112 203 Pre-opening 4 10 9 14 Development 9 4 15 9 Depreciation and amortization 285 289 575 590 Amortization of leasehold interests in land 13 14 27 23 Loss on disposal or impairment of assets 5 — 10 7 1,020 2,440 2,747 5,115 Operating income (loss) ( 922 ) 894 ( 867 ) 1,865 Other income (expense): Interest income 4 17 17 37 Interest expense, net of amounts capitalized ( 118 ) ( 143 ) ( 249 ) ( 284 ) Other income (expense) ( 3 ) 20 34 ( 1 ) Gain on sale of Sands Bethlehem — 556 — 556 Income (loss) before income taxes ( 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. $ ( 820 ) $ 954 $ ( 821 ) $ 1,536 Earnings (loss) per share: Basic $ ( 1.07 ) $ 1.24 $ ( 1.07 ) $ 1.99 Diluted $ ( 1.07 ) $ 1.24 $ ( 1.07 ) $ 1.98 Weighted average shares outstanding: Basic 764 772 764 773 Diluted 764 772 764 774 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In millions) (Unaudited) 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. 5 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Las Vegas Sands Corp. Stockholders’ Equity Common Stock Treasury Stock Capital in Excess of Par Value Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Total (In millions) (Unaudited) Balance at March 31, 2019 $ 1 $ ( 3,901 ) $ 6,700 $ ( 32 ) $ 2,757 $ 915 $ 6,440 Net income — — — — 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 — ( 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 Net income — — — — 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 Net loss — — — — ( 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 Net loss — — — — ( 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. 6 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2020 2019 (In millions) (Unaudited) Cash flows from operating activities: Net income (loss) $ ( 1,036 ) $ 1,852 Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities: Depreciation and amortization 575 590 Amortization of leasehold interests in land 27 23 Amortization of deferred financing costs and original issue discount 20 15 Amortization of deferred gain on mall sale transactions ( 2 ) ( 2 ) Loss on disposal or impairment of assets 7 5 Gain on sale of Sands Bethlehem — ( 556 ) Stock-based compensation expense 12 18 Provision for credit losses 35 11 Foreign exchange gain ( 34 ) ( 2 ) Deferred income taxes ( 33 ) 135 Changes in operating assets and liabilities: Accounts receivable 232 ( 57 ) Other assets ( 12 ) 3 Leasehold interests in land — ( 969 ) 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 — 1,160 Capital expenditures ( 702 ) ( 453 ) Proceeds from disposal of property and equipment 1 1 Acquisition of intangible assets — ( 53 ) Net cash generated from (used in) investing activities ( 701 ) 655 Cash flows from financing activities: Proceeds from exercise of stock options 18 39 Repurchase of common stock — ( 354 ) Dividends paid and noncontrolling interest payments ( 911 ) ( 1,821 ) Proceeds from long-term debt (Note 2) 1,899 — Repayments of long-term debt (Note 2) ( 435 ) ( 51 ) Payments of financing costs ( 24 ) — Net cash generated from (used in) financing activities 547 ( 2,187 ) Effect of exchange rate on cash, cash equivalents and restricted cash ( 34 ) 6 Decrease in cash, cash equivalents and restricted cash ( 1,210 ) ( 630 ) Cash, cash equivalents and restricted cash at beginning of period 4,242 4,661 Cash, cash equivalents and restricted cash at end of period $ 3,032 $ 4,031 Supplemental disclosure of cash flow information: Cash payments for interest, net of amounts capitalized $ 235 $ 262 Cash payments for taxes, net of refunds $ 27 $ 132 Change in construction payables $ ( 8 ) $ 51 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Organization and Business of Company The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2019, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. 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. Macao 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. 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. 8 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Singapore 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. Las Vegas 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, due to the COVID-19 Pandemic. 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. Summary 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”). 9 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. 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. Note 2 — Long-Term Debt Long-term debt consists of the following: June 30, 2020 December 31, 2019 (In millions) Corporate and U.S. Related (1) : 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) 496 495 3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 11 and $ 12 , respectively) 989 988 3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 8 ) 742 742 Macao Related (1) : 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) 1,795 1,800 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) 1,792 1,798 3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 8 ) 792 — 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) 1,887 1,893 4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 10 ) 690 — Other 22 17 Singapore Related (1) : 2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 52 and $ 54 , respectively) 2,896 3,023 13,838 12,492 Less — current maturities ( 71 ) ( 70 ) Total long-term debt $ 13,767 $ 12,422 ____________________ (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. 10 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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 On June 18, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“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 11 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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 June 30, 2020 2019 (In millions) Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496 $ — Proceeds from 2018 SCL Credit Facility 403 — $ 1,899 $ — 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 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 — 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 12 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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. The Company also extends credit to gaming promoters in Macao. These receivables can be offset against commissions payable to the respective gaming promoters. 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 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. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change. The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. 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 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. 13 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Accounts receivable, net, consists of the following: June 30, 2020 December 31, 2019 (In millions) Casino $ 703 $ 858 Rooms 23 88 Mall 15 93 Other 106 87 847 1,126 Less - provision for credit losses ( 280 ) ( 282 ) $ 567 $ 844 The following table shows the movement in the provision for credit losses recognized for accounts receivable that occurred during the period: June 30, 2020 June 30, 2019 (In millions) Balance at beginning of year $ 282 $ 324 Current period provision for credit losses 35 11 Write-offs ( 34 ) ( 44 ) Recoveries of receivables previously written-off — 1 Exchange rate impact ( 3 ) 2 Balance at end of period $ 280 $ 294 Impacts of Adoption 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 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. 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. 14 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 Common Stock Dividends 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 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 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. Earnings Per Share The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 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 — — — 1 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 9 2 9 2 15 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 6 — Leases Lessor Lease revenue consists of the following: Three months ended June 30, 2020 2019 Mall Other Mall Other (In millions) Minimum rents $ 129 $ 2 $ 130 $ 3 Overage rents 1 ( 1 ) 12 — Rent concessions (1) ( 111 ) ( 1 ) — — Total overage rents and rent concessions ( 110 ) ( 2 ) 12 — $ 19 $ — $ 142 $ 3 Six months ended June 30, 2020 2019 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 Litigation The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows. Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al. On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010. 16 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013. On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. On June 5, 2015, the U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. 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. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. 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 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. Defendants moved to revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs. On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The U.S. Defendants appealed that deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds; The U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and Messrs. Weidner and Friedman, individually. The Macao Judicial Court denied the motion to revoke legal aid on January 14, 2020. On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defendants appealed the decision granting AAEC’s request. On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court. 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. 17 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 8 — Segment Information The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas Operating Properties; and, through May 30, 2019, Sands Bethlehem. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) to reconcile to the condensed consolidated results of operations and financial condition. 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) Macao: 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 8 1 1 9 — 19 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 Macao: 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 18 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues Six Months Ended June 30, 2020 Macao: The Venetian Macao $ 256 $ 22 $ 6 $ 47 $ 12 $ 343 Sands Cotai Central 124 27 9 16 4 180 The Parisian Macao 85 14 6 10 3 118 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 Six Months Ended June 30, 2019 Macao: The Venetian Macao $ 1,438 $ 110 $ 39 $ 118 $ 46 $ 1,751 Sands Cotai Central 803 161 50 32 14 1,060 The Parisian Macao 730 64 35 27 12 868 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 United States: Las Vegas Operating Properties 225 313 180 — 219 937 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 ____________________ (1) Intercompany eliminations include royalties and other intercompany services. (2) The Company completed the sale of Sands Bethlehem on May 31, 2019 . 19 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In millions) Intersegment Revenues Macao: The Venetian Macao $ 1 $ 1 $ 2 $ 2 Ferry Operations and Other 5 7 12 13 6 8 14 15 Marina Bay Sands 2 1 3 2 Las Vegas Operating Properties (1) — 48 35 103 Total intersegment revenues $ 8 $ 57 $ 52 $ 120 ____________________ (1) Primarily consists of royalties from the Company’s international operations. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In millions) Adjusted Property EBITDA Macao: The Venetian Macao $ ( 97 ) $ 336 $ ( 48 ) $ 697 Sands Cotai Central ( 79 ) 165 ( 79 ) 377 The Parisian Macao ( 81 ) 139 ( 84 ) 302 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 United States: Las Vegas Operating Properties ( 122 ) 136 ( 34 ) 274 Sands Bethlehem (1) — 19 — 52 ( 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 ) Amortization of leasehold interests in land ( 13 ) ( 14 ) ( 27 ) ( 23 ) Loss on disposal or impairment of assets ( 5 ) — ( 10 ) ( 7 ) Operating income (loss) ( 922 ) 894 ( 867 ) 1,865 Other Non-Operating Costs and Expenses Interest income 4 17 17 37 Interest expense, net of amounts capitalized ( 118 ) ( 143 ) ( 249 ) ( 284 ) Other income (expense) ( 3 ) 20 34 ( 1 ) 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 20 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ____________________ (1) The Company completed the sale of Sands Bethlehem on May 31, 2019 . (2) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain on sale of Sands Bethlehem, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. 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 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. Not all companies calculate adjusted property EBITDA in the same manner. 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. (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 June 30, 2020 2019 (In millions) Capital Expenditures Corporate and Other $ 3 $ 49 Macao: The Venetian Macao 66 38 Sands Cotai Central 374 109 The Parisian Macao 7 14 The Plaza Macao and Four Seasons Hotel Macao 129 60 Sands Macao 2 6 578 227 Marina Bay Sands 61 98 United States: Las Vegas Operating Properties 60 77 Sands Bethlehem (1) — 2 60 79 Total capital expenditures $ 702 $ 453 ____________________ (1) The Company completed the sale of Sands Bethlehem on May 31, 2019 . 21 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) June 30, 2020 December 31, 2019 (In millions) Total Assets Corporate and Other $ 1,236 $ 1,390 Macao: The Venetian Macao 3,059 3,243 Sands Cotai Central 4,021 4,504 The Parisian Macao 2,234 2,351 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 22 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES