LAS VEGAS SANDS CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2020 December 31, 2019 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,381 $ 4,226 Restricted cash and cash equivalents 17 16 Accounts receivable, net of provision for credit losses of $ 292 and $ 282 382 844 Inventories 34 37 Prepaid expenses and other 144 182 Total current assets 2,958 5,305 Property and equipment, net 14,992 14,844 Deferred income taxes, net 327 282 Leasehold interests in land, net 2,210 2,272 Intangible assets, net 28 42 Other assets, net 467 454 Total assets $ 20,982 $ 23,199 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 70 $ 149 Construction payables 293 334 Other accrued liabilities 1,684 2,396 Income taxes payable 136 275 Current maturities of long-term debt 72 70 Total current liabilities 2,255 3,224 Other long-term liabilities 518 513 Deferred income taxes 184 183 Deferred amounts related to mall sale transactions 345 350 Long-term debt 13,840 12,422 Total liabilities 17,142 16,692 Commitments and contingencies (Note 6) 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 6,605 6,569 Accumulated other comprehensive loss ( 38 ) ( 3 ) Retained earnings 1,112 3,101 Total Las Vegas Sands Corp. stockholders’ equity 3,199 5,187 Noncontrolling interests 641 1,320 Total equity 3,840 6,507 Total liabilities and equity $ 20,982 $ 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In millions, except per share data) (Unaudited) Revenues: Casino $ 340 $ 2,321 $ 1,527 $ 7,343 Rooms 76 439 358 1,318 Food and beverage 54 199 205 655 Mall 83 175 228 501 Convention, retail and other 33 116 148 413 Net revenues 586 3,250 2,466 10,230 Operating expenses: Casino 313 1,240 1,238 3,988 Rooms 61 109 203 332 Food and beverage 82 162 287 514 Mall 13 19 41 54 Convention, retail and other 34 72 117 227 Provision for credit losses 25 4 60 15 General and administrative 263 364 844 1,109 Corporate 33 59 145 262 Pre-opening 5 9 14 23 Development 3 4 18 13 Depreciation and amortization 292 284 867 874 Amortization of leasehold interests in land 14 14 41 37 Loss on disposal or impairment of assets 58 11 68 18 1,196 2,351 3,943 7,466 Operating income (loss) ( 610 ) 899 ( 1,477 ) 2,764 Other income (expense): Interest income 3 20 20 57 Interest expense, net of amounts capitalized ( 137 ) ( 137 ) ( 386 ) ( 421 ) Other income (expense) ( 4 ) ( 7 ) 30 ( 8 ) Gain on sale of Sands Bethlehem — — — 556 Loss on modification or early retirement of debt — ( 24 ) — ( 24 ) Income (loss) before income taxes ( 748 ) 751 ( 1,813 ) 2,924 Income tax (expense) benefit 17 ( 82 ) 46 ( 403 ) Net income (loss) ( 731 ) 669 ( 1,767 ) 2,521 Net (income) loss attributable to noncontrolling interests 166 ( 136 ) 381 ( 452 ) Net income (loss) attributable to Las Vegas Sands Corp. $ ( 565 ) $ 533 $ ( 1,386 ) $ 2,069 Earnings (loss) per share: Basic $ ( 0.74 ) $ 0.69 $ ( 1.81 ) $ 2.68 Diluted $ ( 0.74 ) $ 0.69 $ ( 1.81 ) $ 2.68 Weighted average shares outstanding: Basic 764 769 764 772 Diluted 764 769 764 772 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In millions) (Unaudited) Net income (loss) $ ( 731 ) $ 669 $ ( 1,767 ) $ 2,521 Currency translation adjustment 36 ( 58 ) ( 30 ) ( 36 ) Total comprehensive income (loss) ( 695 ) 611 ( 1,797 ) 2,485 Comprehensive (income) loss attributable to noncontrolling interests 166 ( 133 ) 376 ( 450 ) Comprehensive income (loss) attributable to Las Vegas Sands Corp. $ ( 529 ) $ 478 $ ( 1,421 ) $ 2,035 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 June 30, 2019 $ 1 $ ( 4,081 ) $ 6,541 $ ( 19 ) $ 3,118 $ 1,022 $ 6,582 Net income — — — — 533 136 669 Currency translation adjustment — — — ( 55 ) — ( 3 ) ( 58 ) Exercise of stock options — — 5 — — — 5 Stock-based compensation — — 8 — — 1 9 Repurchase of common stock — ( 100 ) — — — — ( 100 ) Dividends declared ($ 0.77 per share) and noncontrolling interest payments (Note 4) — — — — ( 592 ) — ( 592 ) 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 Net income — — — — 2,069 452 2,521 Currency translation adjustment — — — ( 34 ) — ( 2 ) ( 36 ) Exercise of stock options — — 35 — — 9 44 Stock-based compensation — — 24 — — 3 27 Disposition of interest in majority owned subsidiary — — ( 185 ) — — 266 81 Repurchase of common stock — ( 454 ) — — — — ( 454 ) Dividends declared ($ 2.31 per share) and noncontrolling interest payments (Note 4) — — — — ( 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 Net loss — — — — ( 565 ) ( 166 ) ( 731 ) Currency translation adjustment — — — 36 — — 36 Exercise of stock options — — 3 — — 1 4 Stock-based compensation — — 4 — — 1 5 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 Net loss — — — — ( 1,386 ) ( 381 ) ( 1,767 ) Currency translation adjustment — — — ( 35 ) — 5 ( 30 ) Exercise of stock options — — 20 — — 2 22 Stock-based compensation — — 15 — — 3 18 Other — — 1 — — — 1 Dividends declared ($ 0.79 per share) (Note 4) — — — — ( 603 ) ( 308 ) ( 911 ) 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. 6 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2020 2019 (In millions) (Unaudited) Cash flows from operating activities: Net income (loss) $ ( 1,767 ) $ 2,521 Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities: Depreciation and amortization 867 874 Amortization of leasehold interests in land 41 37 Amortization of deferred financing costs and original issue discount 32 24 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 Gain on sale of Sands Bethlehem — ( 556 ) Stock-based compensation expense 17 26 Provision for credit losses 60 15 Foreign exchange (gain) loss ( 29 ) 9 Deferred income taxes ( 40 ) 155 Changes in operating assets and liabilities: Accounts receivable 394 ( 56 ) Other assets ( 21 ) ( 60 ) Leasehold interests in land — ( 969 ) Accounts payable ( 77 ) ( 4 ) Other liabilities ( 831 ) ( 251 ) Net cash generated from (used in) operating activities ( 1,316 ) 1,796 Cash flows from investing activities: Net proceeds from sale of Sands Bethlehem — 1,160 Capital expenditures ( 1,078 ) ( 756 ) Proceeds from disposal of property and equipment 1 1 Acquisition of intangible assets — ( 53 ) Net cash generated from (used in) investing activities ( 1,077 ) 352 Cash flows from financing activities: Proceeds from exercise of stock options 22 44 Repurchase of common stock — ( 454 ) Dividends paid and noncontrolling interest payments ( 911 ) ( 2,413 ) Proceeds from long-term debt (Note 2) 1,945 3,500 Repayments of long-term debt (Note 2) ( 451 ) ( 3,518 ) Payments of financing costs ( 30 ) ( 127 ) Net cash generated from (used in) financing activities 575 ( 2,968 ) Effect of exchange rate on cash, cash equivalents and restricted cash ( 26 ) ( 9 ) Decrease in cash, cash equivalents and restricted cash ( 1,844 ) ( 829 ) 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 Supplemental disclosure of cash flow information: Cash payments for interest, net of amounts capitalized $ 379 $ 401 Cash payments for taxes, net of refunds $ 125 $ 220 Change in construction payables $ ( 41 ) $ 126 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 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. 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 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 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”) 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. 8 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. 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 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 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. 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 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 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 9 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Summary 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. 10 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 2 — Long-Term Debt Long-term debt consists of the following: September 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 $ 12 and $ 14 , respectively) $ 1,738 $ 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 $ 11 as of December 31, 2019) 1,791 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 $ 11 as of December 31, 2019) 1,788 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 $ 17 and $ 19 , respectively, and a positive cumulative fair value adjustment of $ 12 as of December 31, 2019) 1,883 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 $ 51 and $ 54 , respectively) 2,935 3,023 2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 ) 45 — Other 1 — 13,912 12,492 Less — current maturities ( 72 ) ( 70 ) Total long-term debt $ 13,840 $ 12,422 ____________________ (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 11 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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 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; 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. 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 12 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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). 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 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 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 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 September 30, 2020, management believes the Company was in compliance with all debt covenants. 13 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Cash Flows from Financing Activities Cash flows from financing activities related to long-term debt and finance lease obligations are as follows: Nine Months Ended September 30, 2020 2019 (In millions) Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496 $ — 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 ) $ — Repayments on 2012 Singapore Credit Facility ( 45 ) ( 31 ) Repayments on 2013 U.S. Credit Facility — ( 3,484 ) Repayments on HVAC Equipment Lease and Other Long-Term Debt ( 2 ) ( 3 ) $ ( 451 ) $ ( 3,518 ) Fair Value of Long-Term Debt 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 — 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. 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, 14 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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, 2019 (In millions) Casino $ 584 $ 858 Rooms 19 88 Mall 28 93 Other 43 87 674 1,126 Less - provision for credit losses ( 292 ) ( 282 ) $ 382 $ 844 The following table shows the movement in the provision for credit losses recognized for accounts receivable: September 30, 2020 September 30, 2019 (In millions) Balance at beginning of year $ 282 $ 324 Current period provision for credit losses 60 15 Write-offs ( 49 ) ( 50 ) Recoveries of receivables previously written-off — 1 Exchange rate impact ( 1 ) ( 3 ) Balance at end of period $ 292 $ 287 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. 15 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 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 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 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 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 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. 16 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In millions) Weighted-average common shares outstanding (used in the calculation of basic earnings per share) 764 769 764 772 Potential dilution from stock options and restricted stock and stock units — — — — Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) 764 769 764 772 Antidilutive stock options excluded from the calculation of diluted earnings per share 9 3 9 3 Note 5 — Leases Lessor Lease revenue consists of the following: Three months ended September 30, 2020 2019 Mall Other Mall Other (In millions) Minimum rents $ 132 $ 1 $ 129 $ 5 Overage rents 7 1 19 — Rent concessions (1) ( 78 ) — — — Total overage rents and rent concessions ( 71 ) 1 19 — $ 61 $ 2 $ 148 $ 5 Nine months ended September 30, 2020 2019 Mall Other Mall Other (In millions) Minimum rents $ 395 $ 6 $ 387 $ 12 Overage rents 13 1 38 1 Rent concessions (1) ( 248 ) ( 2 ) — — Total overage rents and rent concessions ( 235 ) ( 1 ) 38 1 $ 160 $ 5 $ 425 $ 13 ___________________ (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. 17 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 6 — 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. 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 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. 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 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. 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 18 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Note 7 — 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 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 (In millions) Three Months Ended September 30, 2020 Macao: The Venetian Macao $ 32 $ 3 $ 2 $ 28 $ 3 $ 68 Sands Cotai Central 5 2 3 9 3 22 The Parisian Macao 26 4 3 6 1 40 The Plaza Macao and Four Seasons Hotel Macao 10 1 — 13 1 25 Sands Macao 11 — 1 — — 12 Ferry Operations and Other — — — — 4 4 84 10 9 56 12 171 Marina Bay Sands 197 25 22 28 9 281 Las Vegas Operating Properties 59 41 23 — 29 152 Intercompany eliminations (1) — — — ( 1 ) ( 17 ) ( 18 ) Total net revenues $ 340 $ 76 $ 54 $ 83 $ 33 $ 586 19 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 (In millions) Three Months Ended September 30, 2019 Macao: The Venetian Macao $ 689 $ 58 $ 17 $ 65 $ 22 $ 851 Sands Cotai Central 359 81 24 19 4 487 The Parisian Macao 312 33 18 13 5 381 The Plaza Macao and Four Seasons Hotel Macao 146 10 7 32 1 196 Sands Macao 159 4 6 — 2 171 Ferry Operations and Other — — — — 26 26 1,665 186 72 129 60 2,112 Marina Bay Sands 553 109 61 46 24 793 Las Vegas Operating Properties 103 144 66 — 93 406 Intercompany eliminations (1) — — — — ( 61 ) ( 61 ) Total net revenues $ 2,321 $ 439 $ 199 $ 175 $ 116 $ 3,250 Nine Months Ended September 30, 2020 Macao: The Venetian Macao $ 288 $ 25 $ 8 $ 75 $ 15 $ 411 Sands Cotai Central 129 29 12 25 7 202 The Parisian Macao 111 18 9 16 4 158 The Plaza Macao and Four Seasons Hotel Macao 101 6 4 39 1 151 Sands Macao 80 3 3 1 1 88 Ferry Operations and Other — — — — 22 22 709 81 36 156 50 1,032 Marina Bay Sands 643 100 65 73 35 916 Las Vegas Operating Properties 175 177 104 — 132 588 Intercompany eliminations (1) — — — ( 1 ) ( 69 ) ( 70 ) Total net revenues $ 1,527 $ 358 $ 205 $ 228 $ 148 $ 2,466 20 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 (In millions) Nine Months Ended September 30, 2019 Macao: The Venetian Macao $ 2,127 $ 168 $ 56 $ 183 $ 68 $ 2,602 Sands Cotai Central 1,162 242 74 51 18 1,547 The Parisian Macao 1,042 97 53 40 17 1,249 The Plaza Macao and Four Seasons Hotel Macao 481 30 23 94 3 631 Sands Macao 439 13 20 2 4 478 Ferry Operations and Other — — — — 86 86 5,251 550 226 370 196 6,593 Marina Bay Sands 1,565 304 172 131 76 2,248 United States: Las Vegas Operating Properties 328 457 246 — 312 1,343 Sands Bethlehem (2) 199 7 11 1 9 227 527 464 257 1 321 1,570 Intercompany eliminations (1) — — — ( 1 ) ( 180 ) ( 181 ) Total net revenues $ 7,343 $ 1,318 $ 655 $ 501 $ 413 $ 10,230 ____________________ (1) Intercompany eliminations include royalties and other intercompany services. (2) The Company completed the sale of Sands Bethlehem on May 31, 2019 . Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In millions) Intersegment Revenues Macao: The Venetian Macao $ 1 $ 1 $ 3 $ 3 Ferry Operations and Other 4 7 16 20 5 8 19 23 Marina Bay Sands 1 1 4 3 Las Vegas Operating Properties (1) 12 52 47 155 Total intersegment revenues $ 18 $ 61 $ 70 $ 181 ____________________ (1) Primarily consists of royalties from the Company’s international operations. 21 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In millions) Adjusted Property EBITDA Macao: The Venetian Macao $ ( 78 ) $ 342 $ ( 126 ) $ 1,039 Sands Cotai Central ( 71 ) 169 ( 150 ) 546 The Parisian Macao ( 40 ) 120 ( 124 ) 422 The Plaza Macao and Four Seasons Hotel Macao ( 15 ) 75 ( 5 ) 243 Sands Macao ( 26 ) 52 ( 58 ) 135 Ferry Operations and Other ( 3 ) ( 3 ) ( 15 ) ( 7 ) ( 233 ) 755 ( 478 ) 2,378 Marina Bay Sands 70 435 239 1,204 United States: Las Vegas Operating Properties ( 40 ) 93 ( 74 ) 367 Sands Bethlehem (1) — — — 52 ( 40 ) 93 ( 74 ) 419 Consolidated adjusted property EBITDA (2) ( 203 ) 1,283 ( 313 ) 4,001 Other Operating Costs and Expenses Stock-based compensation (3) ( 2 ) ( 3 ) ( 11 ) ( 10 ) Corporate ( 33 ) ( 59 ) ( 145 ) ( 262 ) Pre-opening ( 5 ) ( 9 ) ( 14 ) ( 23 ) Development ( 3 ) ( 4 ) ( 18 ) ( 13 ) Depreciation and amortization ( 292 ) ( 284 ) ( 867 ) ( 874 ) Amortization of leasehold interests in land ( 14 ) ( 14 ) ( 41 ) ( 37 ) Loss on disposal or impairment of assets ( 58 ) ( 11 ) ( 68 ) ( 18 ) Operating income (loss) ( 610 ) 899 ( 1,477 ) 2,764 Other Non-Operating Costs and Expenses Interest income 3 20 20 57 Interest expense, net of amounts capitalized ( 137 ) ( 137 ) ( 386 ) ( 421 ) Other income (expense) ( 4 ) ( 7 ) 30 ( 8 ) 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 ____________________ (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 22 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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, 2020 2019 (In millions) Capital Expenditures Corporate and Other $ 4 $ 57 Macao: The Venetian Macao 103 75 Sands Cotai Central 591 178 The Parisian Macao 9 21 The Plaza Macao and Four Seasons Hotel Macao 147 125 Sands Macao 6 10 Ferry Operations and Other 1 1 857 410 Marina Bay Sands 137 134 United States: Las Vegas Operating Properties 80 153 Sands Bethlehem (1) — 2 80 155 Total capital expenditures $ 1,078 $ 756 ____________________ (1) The Company completed the sale of Sands Bethlehem on May 31, 2019. 23 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) September 30, 2020 December 31, 2019 (In millions) Total Assets Corporate and Other $ 876 $ 1,390 Macao: The Venetian Macao 2,726 3,243 Sands Cotai Central 4,127 4,504 The Parisian Macao 2,188 2,351 The Plaza Macao and Four Seasons Hotel Macao 1,221 1,239 Sands Macao 262 324 Ferry Operations and Other 141 156 10,665 11,817 Marina Bay Sands 5,486 5,880 Las Vegas Operating Properties 3,955 4,112 Total assets $ 20,982 $ 23,199 24 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES