What changed in this filing

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Item 1. Financial Statements

2020-10-23 compared with 2020-07-24 · 185 added, 147 removed, 608 unchanged (35% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2020 December 31,

2 unchanged sentences

Cash and cash equivalents $ 2,381 $ 4,226

$ 3,016 $ 4,226

Restricted cash and cash equivalents 17 16

Accounts receivable, net of provision for credit losses of $ 292 and $ 282

Inventories 34 37

Prepaid expenses and other 144 182

1 unchanged sentence

Property and equipment, net 14,992 14,844

14,911 14,844

Deferred income taxes, net 327 282

2 unchanged sentences

Other assets, net 467 454

$ 21,695 $ 23,199

Total assets $ 20,982 $ 23,199

LIABILITIES AND EQUITY

10 unchanged sentences

Long-term debt 13,840 12,422

13,767 12,422

Total liabilities 17,142 16,692

17,170 16,692

Commitments and contingencies (Note 6)

9 unchanged sentences

Noncontrolling interests 641 1,320

Total equity 3,840 6,507

Total liabilities and equity $ 20,982 $ 23,199

$ 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

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

14 unchanged sentences

Convention, retail and other

34 72 117 227

Provision for credit losses

16 unchanged sentences

Gain on sale of Sands Bethlehem

Loss on modification or early retirement of debt

— ( 24 ) — ( 24 )

Income (loss) before income taxes

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

24 unchanged sentences

(In millions)

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

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

— — — — 533 136 669

5 unchanged sentences

— — 8 — — 1 9

Disposition of interest in majority owned subsidiary

— — ( 185 ) — — 266 81

Repurchase of common stock

2 unchanged sentences

— — — — ( 592 ) — ( 592 )

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

Balance at September 30, 2019 $ 1 $ ( 4,181 ) $ 6,554 $ ( 74 ) $ 3,059 $ 1,156 $ 6,515

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

12 unchanged sentences

— — — — ( 1,780 ) ( 633 ) ( 2,413 )

Balance at September 30, 2019 $ 1 $ ( 4,181 ) $ 6,554 $ ( 74 ) $ 3,059 $ 1,156 $ 6,515

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

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

— — — — ( 565 ) ( 166 ) ( 731 )

5 unchanged sentences

— — 4 — — 1 5

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

Other — — 1 — — — 1

Balance at September 30, 2020 $ 1 $ ( 4,481 ) $ 6,605 $ ( 38 ) $ 1,112 $ 641 $ 3,840

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

6 unchanged sentences

— — 15 — — 3 18

Other — — 1 — — — 1

Dividends declared ($ 0.79 per share) (Note 4)

— — — — ( 603 ) ( 308 ) ( 911 )

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

Balance at September 30, 2020 $ 1 $ ( 4,481 ) $ 6,605 $ ( 38 ) $ 1,112 $ 641 $ 3,840

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In millions)

1 unchanged sentence

Net income (loss) $ ( 1,767 ) $ 2,521

$ ( 1,036 ) $ 1,852

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

3 unchanged sentences

Amortization of deferred gain on mall sale transactions ( 4 ) ( 4 )

Loss on modification or early retirement of debt — 24

Loss on disposal or impairment of assets 42 11

2 unchanged sentences

Provision for credit losses 60 15

Foreign exchange gain

Foreign exchange (gain) loss ( 29 ) 9

Deferred income taxes ( 40 ) 155

1 unchanged sentence

Accounts receivable 394 ( 56 )

Other assets ( 21 ) ( 60 )

Leasehold interests in land — ( 969 )

Accounts payable ( 77 ) ( 4 )

( 82 ) ( 36 )

Other liabilities ( 831 ) ( 251 )

( 731 ) ( 134 )

Net cash generated from (used in) operating activities ( 1,316 ) 1,796

( 1,022 ) 896

Cash flows from investing activities:

1 unchanged sentence

Capital expenditures ( 1,078 ) ( 756 )

( 702 ) ( 453 )

Proceeds from disposal of property and equipment 1 1

5 unchanged sentences

Dividends paid and noncontrolling interest payments ( 911 ) ( 2,413 )

( 911 ) ( 1,821 )

Proceeds from long-term debt (Note 2) 1,945 3,500

Repayments of long-term debt (Note 2) ( 451 ) ( 3,518 )

( 435 ) ( 51 )

Payments of financing costs ( 30 ) ( 127 )

Net cash generated from (used in) financing activities 575 ( 2,968 )

547 ( 2,187 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 26 ) ( 9 )

Decrease in cash, cash equivalents and restricted cash ( 1,844 ) ( 829 )

( 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 $ 2,398 $ 3,832

$ 3,032 $ 4,031

Supplemental disclosure of cash flow information:

15 unchanged sentences

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.

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

Steps were also 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 China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes were 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, had been enacted by the government for Macao residents, residents of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers.

The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all of mainland China effective September 23, 2020.

All China residents with the appropriate travel documents, a negative COVID-19 test result and a green health-code are exempt from quarantine.

Hong Kong and Taiwan residents who have not visited a foreign country in the prior 14 days and tested negative for COVID-19 are allowed to enter Macao subject to a mandatory 14 days of centralized isolation.

All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.

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

Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection.

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.

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”) which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020.

Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 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 individuals who return to Macao for quarantine purposes.

Restaurants across the Company’s Macao properties are progressively reopening as guest visitation increases.

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)

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.

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.

Our operations in Macao have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 69.2% and 99.3% for the quarters ended March 31 and June 30, 2020, respectively, and decreased by 97.4% and 92.4% in July and August 2020, as compared to the same periods in 2019.

The Macao government also announced gross gaming revenue decreased by 82.5% in the nine months ended September 2020, as compared to the same period 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.

5 unchanged sentences

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.

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 residents 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 continued through July 26, 2020.

Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020.

On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020.

The date on which 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.

The Singapore Tourism Board announced for the quarters ended March 31 and June 30, 2020, total visitation to Singapore decreased approximately 43.2% and 100%, respectively, as compared to the same periods in 2019.

Total visitation decreased by approximately 99.6% and 99.5% in July and August 2020, respectively, as compared to the same periods in 2019.

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.

The Company reopened 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.

Beginning October 1, 2020, the limit for both public and private events was increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed.

Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements.

Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.

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 Las Vegas Convention and Visitors Authority announced for the quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019.

Total visitation decreased by 61% and 57% in July and August 2020, respectively, as compared to the same periods in 2019.

The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared to

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 same periods in 2019.

Total gross gaming revenue decreased by 39.2% in July and August 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 nine months ended September 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 and operational 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 MICE.

While each of the Company’s properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues to evolve.

The Company cannot predict the manner in which governments will react as the global and regional impact of COVID-19 changes over time, which could significantly alter the Company’s current operations.

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 $ 2.38 billion and access to $ 1.50 billion, $ 2.02 billion and $ 433 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $ 2.69 billion at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of September 30, 2020.

The Company also has the option to increase the total borrowing capacity under the 2018 SCL Revolving Facility by an aggregate amount of up to $ 1.0 billion, for an aggregate total available borrowing capacity of up to $ 3.0 billion.

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 — Long-Term Debt

Long-term debt consists of the following:

September 30,

2020 December 31,

8 unchanged sentences

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)

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)

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 17 and $ 19 , respectively, and a positive cumulative fair value adjustment of $ 12 as of December 31, 2019)

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

1 unchanged sentence

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 51 and $ 54 , respectively)

2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 )

13,912 12,492

Less — current maturities ( 72 ) ( 70 )

( 71 ) ( 70 )

Total long-term debt $ 13,840 $ 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.

(1) Unamortized deferred financing costs of $ 94 million and $ 100 million as of September 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.

LVSC Revolving Facility

On September 23, 2020, LVSC entered into an amendment agreement (the "Amendment") with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Amendment, the LVSC Revolving Credit Agreement was amended to (a) remove the requirement to maintain a maximum consolidated leverage ratio of 4.0 x as of the last day of any fiscal quarter of LVSC during the period commencing on October 31, 2020, through and including December 31, 2021 (such period, the “Relevant Period”);

(b) include a requirement for LVSC to maintain a minimum liquidity of $ 350 million as of the last day of each month during the Relevant Period;

and (c) include a limitation on LVSC’s

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

ability to declare or pay any dividend or other distribution during the period commencing on the closing date of the amendment, through and including December 31, 2021, unless liquidity is greater than $ 1.0 billion on a pro forma basis after giving effect to such dividend or distribution.

Pursuant to the Amendment, LVSC agreed to pay a customary fee to the lenders that consented.

As of September 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

12 unchanged sentences

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);

On March 27, 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 consolidated leverage ratio does not exceed 4.0 x and the consolidated interest coverage ratio is not less than 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 “SCL 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 SCL 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;

1 unchanged sentence

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.

On September 11, 2020, SCL entered into a waiver extension and amendment request letter (the “Waiver Extension Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend the SCL Relevant Period such that it ends on, and includes, January 1, 2022 instead of July 1, 2021;

and (b) amend and restate the 2018 SCL Credit Facility in the form attached to the Waiver Extension Letter, which contains the following amendments:

(1) it provides SCL with the option to increase the total borrowing capacity by an aggregate amount of up to $ 1.0 billion;

and (2) it imposes a restriction on the ability of SCL to declare or make any dividend payment or similar distribution at any time during the period from (and including) July 1, 2020 to (and including) January 1, 2022, if at such time (x) the total borrowing capacity exceeds $ 2.0 billion by

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

operation of the increase referred to above;

and (y) the maximum consolidated leverage ratio is greater than 4.0 x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date;

and (ii) the aggregate amount of the undrawn facility under the 2018 SCL Credit Facility and unused commitments under other credit facilities of SCL is greater than $ 2.0 billion.

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

As of September 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 September 30, 2020) and U.S.

dollar commitments ($ 237 million).

4 unchanged sentences

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.

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”);

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 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.

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 x 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 x, 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 3.0 x.

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.

As of September 30, 2020, MBS had SGD 592 million (approximately $ 433 million at exchange rates in effect on September 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 $ 112 million at exchange rates in effect on September 30, 2020).

During the three months ended September 30, 2020, MBS borrowed SGD 62 million (approximately $ 46 million at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility.

As of September 30, 2020, SGD 3.69 billion (approximately $ 2.69 billion at exchange rates in effect on September 30, 2020) remains available to be drawn under the Singapore Delayed Draw Term Facility.

Debt Covenant Compliance

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Nine Months Ended

September 30,

(In millions)

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Proceeds from 2018 SCL Credit Facility 403 —

Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term 46 —

Proceeds from LVSC Senior Notes — 3,500

$ 1,945 $ 3,500

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

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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 the Company’s long-term debt as of September 30, 2020 and December 31, 2019, was approximately $ 14.64 billion and $ 13.21 billion, respectively, compared to its contractual value of $ 14.03 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

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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 3 — Accounts Receivable, Net and Customer Contract Related Liabilities

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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.

Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable.

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.

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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 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.

The Company also monitors regional and global economic conditions and forecasts,

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

which include the impact of the COVID-19 Pandemic, 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 28.2 %, 15.2 % and 70.8 % of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the nine months ended September 30, 2020.

The Company’s provision for casino credit losses was 48.8 % and 32.3 % of gross casino receivables as of September 30, 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:

September 30,

2020 December 31,

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( 292 ) ( 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,

The following table shows the movement in the provision for credit losses recognized for accounts receivable:

September 30,

2020 September 30,

(In millions)

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

Balance at June 30 391 553 66 67 734 753

Balance at September 30

311 544 67 67 754 741

Increase (decrease) $ ( 229 ) $ ( 7 ) $ ( 1 ) $ 1 $ 30 $ ( 86 )

____________________

(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.

(1) Of this amount, $ 152 million, $ 154 million, $ 151 million and $ 152 million as of September 30, 2020, January 1, 2020, September 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 4 — 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 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).

During the nine months ended September 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.

Repurchase Program

In June 2018, the Company's Board of Directors authorized the repurchase of $ 2.50 billion of its outstanding common stock, which was to expire in November 2020.

In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $ 916 million to November 2022.

Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise.

The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions.

All share repurchases of the Company's common stock have been recorded as treasury stock.

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 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 nine months ended September 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Earnings Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

6 unchanged sentences

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5 — Leases

Lease revenue consists of the following:

Three months ended June 30,

Three months ended September 30,

Mall Other Mall Other

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Rent concessions (1)

( 111 ) ( 1 ) — —

Total overage rents and rent concessions ( 71 ) 1 19 —

$ 61 $ 2 $ 148 $ 5

Six months ended June 30,

Nine months ended September 30,

Mall Other Mall Other

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(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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 6 — Commitments and Contingencies

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

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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 June 30, 2020).

The claim was for 3.0 billion patacas (approximately $ 376 million at exchange rates in effect on September 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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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 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 September 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.

6 unchanged sentences

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.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

Weidner and Friedman, individually.

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The Company intends to defend this matter vigorously.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 — 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:

The Company’s segment information as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 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)

(In millions)

Three Months Ended September 30, 2020

The Venetian Macao $ 32 $ 3 $ 2 $ 28 $ 3 $ 68

2 unchanged sentences

The Plaza Macao and Four Seasons Hotel Macao

10 1 — 13 1 25

Sands Macao 11 — 1 — — 12

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Total net revenues $ 340 $ 76 $ 54 $ 83 $ 33 $ 586

Three Months Ended June 30, 2019

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

(In millions)

Three Months Ended September 30, 2019

The Venetian Macao $ 689 $ 58 $ 17 $ 65 $ 22 $ 851

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Marina Bay Sands 553 109 61 46 24 793

United States:

Las Vegas Operating Properties 103 144 66 — 93 406

Sands Bethlehem (2)

79 3 4 — 4 90

191 159 94 — 112 556

Intercompany eliminations (1)

1 unchanged sentence

Total net revenues $ 2,321 $ 439 $ 199 $ 175 $ 116 $ 3,250

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

The Venetian Macao $ 288 $ 25 $ 8 $ 75 $ 15 $ 411

7 unchanged sentences

Marina Bay Sands 643 100 65 73 35 916

United States:

Las Vegas Operating Properties 175 177 104 — 132 588

2 unchanged sentences

Total net revenues $ 1,527 $ 358 $ 205 $ 228 $ 148 $ 2,466

Six Months Ended June 30, 2019

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

(In millions)

Nine Months Ended September 30, 2019

The Venetian Macao $ 2,127 $ 168 $ 56 $ 183 $ 68 $ 2,602

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

8 unchanged sentences

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

30 unchanged sentences

Gain on sale of Sands Bethlehem — — — 556

Loss on modification or early retirement of debt — ( 24 ) — ( 24 )

Income tax (expense) benefit 17 ( 82 ) 46 ( 403 )

Net income (loss) $ ( 731 ) $ 669 $ ( 1,767 ) $ 2,521

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

____________________

4 unchanged sentences

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

2 unchanged sentences

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

(3) During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 6 million and $ 8 million, respectively, of which $ 4 million and $ 5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 20 million and $ 26 million, respectively, of which $ 9 million and $ 16 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended

September 30,

(In millions)

6 unchanged sentences

Sands Macao 6 10

Ferry Operations and Other 1 1

Marina Bay Sands 137 134

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30,

2020 December 31,

14 unchanged sentences

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