UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~____________________________________________________~~_________________________________________________________

Form 10-Q

~~____________________________________________________~~_________________________________________________________



ý☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2020



¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32373

~~____________________________________________________~~_________________________________________________________

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

~~____________________________________________________~~_________________________________________________________



Nevada		27-0099920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



3355 Las Vegas Boulevard South
Las Vegas,	Nevada	89109
(Address of principal executive offices)		(Zip Code)

~~(702)~~ (702) 414-1000

(~~Registrant's~~Registrant’s telephone number, including area code)

~~____________________________________________________~~_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.001 par value)	LVS	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesý☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.



Large ~~accelerated filer~~Accelerated Filer	ý☒	Accelerated ~~filer~~Filer	¨☐

Non-accelerated ~~filer~~Filer	¨ ~~(Do not check if a smaller reporting company)~~ ☐	Smaller ~~reporting company~~Reporting Company	¨☐

Emerging ~~growth company~~Growth Company	¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No ý☒

Indicate the number of shares outstanding of each of the ~~Registrant's~~Registrant’s classes of common stock, as of the latest practicable date.



Class		Outstanding at ~~November 1, 2017~~April 22, 2020
Common Stock ($0.001 par value)		~~790,480,010~~763,729,715 shares

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents



	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019	3
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	5
	Condensed Consolidated Statements of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	6
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	7
	Notes to Condensed Consolidated Financial Statements	98
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2520
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4935
Item 4.	Controls and Procedures	4936

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	5137
Item 1A.	Risk Factors	51
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	5137
Item 6.	Exhibits	5239
Signatures		5340

PART 1I FINANCIAL INFORMATION

ITEM 1— FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2017			December 31, 2016			March 31, 2020			December 31, 2019
	(In millions, except par value) (Unaudited)						(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,001		$	2,128		$	2,602		$	4,226
Restricted cash and cash equivalents	11			10			16			16
Accounts receivable, net	637			776
Accounts receivable, net of provision for credit losses of $271 and $282							653			844
Inventories	45			46			36			37
Prepaid expenses and other	142			138			186			182
Total current assets	2,836			3,098			3,493			5,305
Property and equipment, net	15,498			15,903			14,706			14,844
Deferred income taxes, net							279			282
Leasehold interests in land, net	1,234			1,210			2,169			2,272
Intangible assets, net	93			103			36			42
Other assets, net	147			155			484			454
Total assets	$	19,808		$	20,469		$	21,167		$	23,199
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	141		$	128		$	82		$	149
Construction payables	165			384			303			334
Other accrued liabilities	1,992			1,935			1,693			2,396
Income taxes payable	229			192			272			275
Current maturities of long-term debt	134			167			69			70
Total current liabilities	2,661			2,806			2,419			3,224
Other long-term liabilities	136			126			521			513
Deferred income taxes	229			200			169			183
Deferred amounts related to mall sale transactions	408			413			348			350
Long-term debt	9,483			9,428			12,253			12,422
Total liabilities	12,917			12,973			15,710			16,692
Commitments and contingencies (Note 6)
Commitments and contingencies (Note 7)
Equity:
Common stock, $0.001 par value, 1,000 shares authorized, 831 and 830 shares issued, 790 and 795 shares outstanding	1			1
Treasury stock, at cost, 41 and 35 shares	(2,743		)	(2,443		)
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	6,569			6,516			6,591			6,569
Accumulated other comprehensive loss	(13		)	(119		)	(119		)	(3		)
Retained earnings	2,082			2,222			2,497			3,101
Total Las Vegas Sands Corp. stockholders' equity	5,896			6,177
Total Las Vegas Sands Corp. stockholders’ equity							4,489			5,187
Noncontrolling interests	995			1,319			968			1,320
Total equity	6,891			7,496			5,457			6,507
Total liabilities and equity	$	19,808		$	20,469		$	21,167		$	23,199

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

(In millions, except per share data)
(Unaudited)
Revenues:
Casino $ 2,511
$ 2,307
$ 7,379
$ 6,406
Rooms 411
402
1,194
1,123
Food and beverage 198
184
610
559
Mall 160
147
476
422
Convention, retail and other 128
141
400
389
3,408

3,181
10,059
8,899
Less — promotional allowances (209 ) (212 ) (613 ) (564 )
Net revenues 3,199
2,969
9,446
8,335
Operating expenses:
Casino 1,342
1,198
3,968
3,531
Rooms 74
67
216
197
Food and beverage 109
101
329
306
Mall 18
16
52
44
Convention, retail and other 69
66
200
184
Provision for doubtful accounts 23
51
77
139
General and administrative 358
330
1,050
931
Corporate 51
39
136
208
Pre-opening 1
86
7
128
Development 3
3
8
7
Depreciation and amortization 265
277
913
792
Amortization of leasehold interests in land 9
10
28
29
Loss on disposal or impairment of assets 21
5
27
15
2,343
2,249
7,011
6,511
Operating income 856
720
2,435
1,824
Other income (expense):
Interest income 4
2
11
6
Interest expense, net of amounts capitalized (83 ) (65 ) (240 ) (198 )
Other income (expense) (19 ) 21
(80 ) (33 )
Loss on modification or early retirement of debt —
(3 ) (5 ) (3 )
Income before income taxes 758
675
2,121
1,596
Income tax expense (73 ) (69 ) (220 ) (187 )
Net income 685
606
1,901
1,409
Net income attributable to noncontrolling interests (115 ) (93 ) (306 ) (248 )
Net income attributable to Las Vegas Sands Corp. $ 570
$ 513
$ 1,595
$ 1,161
Earnings per share:
Basic $ 0.72
$ 0.65
$ 2.01
$ 1.46
Diluted $ 0.72
$ 0.65
$ 2.01
$ 1.46
Weighted average shares outstanding:
Basic 791
795
792
795
Diluted 792
795
793
795
Dividends declared per common share $ 0.73
$ 0.72
$ 2.19
$ 2.16

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

(In millions)
(Unaudited)
Net income $ 685
$ 606
$ 1,901
$ 1,409
Currency translation adjustment, before and after tax 33
(25 ) 98
62
Total comprehensive income 718
581
1,999
1,471
Comprehensive income attributable to noncontrolling interests (115 ) (93 ) (298 ) (247 )
Comprehensive income attributable to Las Vegas Sands Corp. $ 603
$ 488
$ 1,701
$ 1,224



	Three Months Ended March 31,
	2020			2019
	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	1,177		$	2,661
Rooms	268			450
Food and beverage	139			232
Mall	103			160
Convention, retail and other	95			143
Net revenues	1,782			3,646
Operating expenses:
Casino	707			1,439
Rooms	92			110
Food and beverage	139			178
Mall	17			17
Convention, retail and other	56			80
Provision for credit losses	18			4
General and administrative	319			369
Corporate	59			152
Pre-opening	5			4
Development	6			5
Depreciation and amortization	290			301
Amortization of leasehold interests in land	14			9
Loss on disposal or impairment of assets	5			7
	1,727			2,675
Operating income	55			971
Other income (expense):
Interest income	13			20
Interest expense, net of amounts capitalized	(131		)	(141		)
Other income (expense)	37			(21		)
Income (loss) before income taxes	(26		)	829
Income tax expense	(25		)	(85		)
Net income (loss)	(51		)	744
Net (income) loss attributable to noncontrolling interests	50			(162		)
Net income (loss) attributable to Las Vegas Sands Corp.	$	(1	)	$	582
Earnings per share:
Basic	$	—		$	0.75
Diluted	$	—		$	0.75
Weighted average shares outstanding:
Basic	764			774
Diluted	764			775

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~EQUITY~~ COMPREHENSIVE INCOME (LOSS)

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 January 1, 2016 $ 1
$ (2,443 ) $ 6,485
$ (66 ) $ 2,840
$ 1,601
$ 8,418
Net income —
—
—
—
1,161
248
1,409
Currency translation adjustment —
—
—
63
—
(1 ) 62
Exercise of stock options —
—
4
—
—
1
5
Tax shortfall from stock-based compensation —
—
(8 ) —
—
—
(8 )
Conversion of equity awards to liability awards —
—
(1 ) —
—
—
(1 )
Stock-based compensation —
—
24
—
—
4
28
Dividends declared —
—
—
—
(1,716 ) (630 ) (2,346 )
Balance at September 30, 2016 $ 1
$ (2,443 ) $ 6,504
$ (3 ) $ 2,285
$ 1,223
$ 7,567
Balance at January 1, 2017 $ 1
$ (2,443 ) $ 6,516
$ (119 ) $ 2,222
$ 1,319
$ 7,496
Cumulative effect adjustment from change in accounting principle —
—
3
—
(2 ) (1 ) —
Net income —
—
—
—
1,595
306
1,901
Currency translation adjustment —
—
—
106
—
(8 ) 98
Exercise of stock options —
—
28
—
—
4
32
Stock-based compensation —
—
22
—
—
4
26
Repurchase of common stock —
(300 ) —
—
—
—
(300 )
Dividends declared —
—
—
—
(1,733 ) (629 ) (2,362 )
Balance at September 30, 2017 $ 1
$ (2,743 ) $ 6,569
$ (13 ) $ 2,082
$ 995
$ 6,891



	Three Months Ended March 31,
	2020			2019
	(In millions) (Unaudited)
Net income (loss)	$	(51	)	$	744
Currency translation adjustment	(111		)	5
Total comprehensive income (loss)	(162		)	749
Comprehensive (income) loss attributable to noncontrolling interests	45			(159		)
Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	(117	)	$	590

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

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 January 1, 2019	$	1	$	(3,727	)	$	6,680	$	(40	)	$	2,770		$	1,061		$	6,745
Net income	—		—			—		—			582			162			744
Currency translation adjustment	—		—			—		8			—			(3		)	5
Exercise of stock options	—		—			12		—			—			2			14
Stock-based compensation	—		—			8		—			—			1			9
Repurchase of common stock	—		(174		)	—		—			—			—			(174		)
Dividends declared ($0.77 per share) (Note 5)	—		—			—		—			(595		)	(308		)	(903		)
Balance at March 31, 2019	$	1	$	(3,901	)	$	6,700	$	(32	)	$	2,757		$	915		$	6,440

Balance at January 1, 2020	$	1	$	(4,481	)	$	6,569	$	(3	)	$	3,101		$	1,320		$	6,507
Net loss	—		—			—		—			(1		)	(50		)	(51		)
Currency translation adjustment	—		—			—		(116		)	—			5			(111		)
Exercise of stock options	—		—			16		—			—			—			16
Stock-based compensation	—		—			6		—			—			1			7
Dividends declared ($0.79 per share) and noncontrolling interest payments (Note 5)	—		—			—		—			(603		)	(308		)	(911		)
Balance at March 31, 2020	$	1	$	(4,481	)	$	6,591	$	(119	)	$	2,497		$	968		$	5,457

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
2017 2016

(In millions)
(Unaudited)
Cash flows from operating activities:
Net income $ 1,901
$ 1,409
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization 913
792
Amortization of leasehold interests in land 28
29
Amortization of deferred financing costs and original issue discount 31
33
Amortization of deferred gain on and rent from mall sale transactions (3 ) (3 )
Loss on modification or early retirement of debt 5
2
Loss on disposal or impairment of assets 27
15
Stock-based compensation expense 26
28
Provision for doubtful accounts 77
139
Foreign exchange loss 38
20
Deferred income taxes 21
24
Changes in operating assets and liabilities:
Accounts receivable 76
280
Other assets (4 ) (22 )
Accounts payable 11
12
Other liabilities 75
73
Net cash generated from operating activities 3,222
2,831
Cash flows from investing activities:
Change in restricted cash and cash equivalents (1 ) (1 )
Capital expenditures (592 ) (1,103 )
Proceeds from disposal of property and equipment 2
4
Acquisition of intangible assets —
(47 )
Net cash used in investing activities (591 ) (1,147 )
Cash flows from financing activities:
Proceeds from exercise of stock options 32
5
Repurchase of common stock (300 ) —
Dividends paid (2,362 ) (2,348 )
Proceeds from long-term debt (Note 3) 654
2,260
Repayments of long-term debt (Note 3) (828 ) (1,963 )
Payments of financing costs (5 ) (31 )
Net cash used in financing activities (2,809 ) (2,077 )
Effect of exchange rate on cash 51
4
Decrease in cash and cash equivalents (127 ) (389 )
Cash and cash equivalents at beginning of period 2,128
2,179
Cash and cash equivalents at end of period $ 2,001
$ 1,790

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2020			2019
	(In millions) (Unaudited)						(In millions) (Unaudited)
Cash flows from operating activities:
Net income (loss)							$	(51	)	$	744
Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:
Depreciation and amortization							290			301
Amortization of leasehold interests in land							14			9
Amortization of deferred financing costs and original issue discount							10			8
Amortization of deferred gain on mall sale transactions							(1		)	(1		)
Loss on disposal or impairment of assets							4			5
Stock-based compensation expense							7			9
Provision for credit losses							18			4
Foreign exchange (gain) loss							(39		)	22
Deferred income taxes							(4		)	1
Changes in operating assets and liabilities:
Accounts receivable							166			(15		)
Other assets							(48		)	(4		)
Accounts payable							(66		)	(26		)
Other liabilities							(670		)	(237		)
Net cash generated from (used in) operating activities							(370		)	820
Cash flows from investing activities:
Capital expenditures							(320		)	(240		)
Proceeds from disposal of property and equipment							1			—
Net cash used in investing activities							(319		)	(240		)
Cash flows from financing activities:
Proceeds from exercise of stock options							16			14
Repurchase of common stock							—			(174		)
Dividends paid and noncontrolling interest payments							(911		)	(903		)
Repayments of long-term debt							(16		)	(26		)
Payments of financing costs							(3		)	—
Net cash used in financing activities							(914		)	(1,089		)
Effect of exchange rate on cash, cash equivalents and restricted cash							(21		)	(4		)
Decrease in cash, cash equivalents and restricted cash							(1,624		)	(513		)
Cash, cash equivalents and restricted cash at beginning of period							4,242			4,661
Cash, cash equivalents and restricted cash at end of period							$	2,618		$	4,148
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	198		$	154		$	180		$	159
Cash payments for taxes, net of refunds	$	202		$	194		$	27		$	40
Change in construction payables	$	(219	)	$	136		$	(31	)	$	1
Non-cash investing and financing activities:
Change in dividends payable included in other accrued liabilities	$	—		$	(2	)
Property and equipment acquired under capital lease	$	—		$	6
Conversion of equity awards to liability awards	$	—		$	1

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

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"~~(“LVSC”), a Nevada corporation, and its subsidiaries (collectively the ~~"Company"~~“Company”) for the year ended December 31, ~~2016,~~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"~~(“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes ~~that~~ 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 Coronavirus Pandemic

In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified. The ~~Company's common stock is traded~~disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020. Since that time, people across the globe have been advised to avoid non-essential travel. Steps have also been taken by various countries around the world, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

Macao

Visitation to Macao has decreased substantially, driven by the outbreak’s strong deterrent effect on travel and social activities. The China Individual Visit Scheme to Macao ("China IVS") and group tour schemes to Macao have been suspended and a ban on entry or enhanced quarantine requirements, depending on the ~~New York Stock Exchange under the symbol "LVS."~~

~~The ordinary shares~~person’s residency and their recent travel history, for any Macao residents, citizens of the ~~Company's subsidiary, Sands~~People’s Republic of China ~~Ltd. ("SCL,"~~(“PRC”), Hong Kong residents and Taiwan residents attempting to enter Macao is currently in place. Additionally, restrictions required the ~~indirect owner~~Company’s ferry operations between Macao and ~~operator of~~Hong Kong to be suspended until further notice. On February 4, 2020, in response to the ~~majority of the Company's operations in~~outbreak, the Macao ~~Special Administrative Region ("Macao")~~government announced the suspension of ~~the People's Republic of China), are listed~~all Macao casino operations beginning on February 5, 2020. The Main Board of The Stock Exchange of Hong Kong Limited ("SEHK"). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements. The Company currently owns 70.1% of SCL.

~~The Company has entered into various joint venture agreements with independent third parties, which have been consolidated based~~Company’s Macao casino operations resumed on ~~accounting standards~~February 20, 2020, except for variable interest entities. As of September 30, 2017 and December 31, 2016, the Company's consolidated joint ventures had total assets of $80 million and $79 million, respectively, and total liabilities of $194 million and $173 million, respectively. The Company's joint ventures had intercompany liabilities of $193 million and $171 million as of September 30, 2017 and December 31, 2016, respectively.

~~Development Projects~~

As the Company's integrated resorts mature, the Company continues to reinvest in its portfolio of properties to maintain the high quality products and remain competitive in the markets in which it operates. The Company is constantly evaluating opportunities to improve its product offerings, such as refreshing its meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and its gaming areas, as well as other anticipated revenue generating additions to the Company's integrated resorts.

~~Macao~~

~~The Plaza Casino and Four Seasons Hotel Macao~~

In October 2017, the Company announced that The Plaza Casino and Four Seasons Hotel Macao will feature an additional 295 new suites in a separate tower, The Four Seasons Macao Hotel Tower Suites. The Company has completed the structural work of the tower and plans to commence build out of the suites in 2018. The Company expects the project to be completed in 2019.

~~Sands Cotai Central~~

~~In October 2017, the Company announced that it will renovate, expand and rebrand the~~casino operations at Sands Cotai Central, ~~into~~which resumed on February 27, 2020. Certain health safeguards, however, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection and health declarations remain in effect at the present time. Management is currently unable to determine when these measures will be modified or cease to be necessary.

Some of the Company’s Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of one of the hotel towers at Sands Cotai Central (which features rooms and suites under the Conrad brand), these hotels were gradually reopened beginning February 20, 2020. The remaining hotel tower at Sands Cotai Central is expected to reopen in line with operational needs and demand, but the timing of this currently cannot be determined. On March 28, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, up to 2,000 hotel rooms at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central were provided to the Macao government for quarantine purposes. A number of restaurants and food outlets across the Company’s properties in Macao are currently closed, as are a ~~new destination integrated resort,~~number of retail outlets in the retail malls and a number of entertainment amenities. The ~~Londoner Macao.~~ timing or manner in which these operations will return is currently not able to be determined.

The ~~Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, an expanded retail mall~~Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon beginning on January 30, 2020 and the ~~St. Regis~~Hong Kong Macao ~~Tower Suites, offering approximately 350 luxurious new suites.~~Ferry Terminal in Hong Kong beginning on February 4, 2020. In response, the Company was forced to immediately suspend its Macao ferry operations between Macao and Hong Kong. The ~~project~~timing and manner in which the Company’s ferry operations will ~~commence in 2018 and~~ be ~~phased~~able to ~~minimize disruption during the property’s peak periods. The Company expects the project to be completed in 2020.~~

resume is currently unknown.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

Singapore

For the three months ended March 31, 2020, the operations at Marina Bay Sands remained open; however, visitation to the property declined throughout the quarter due to the COVID-19 Pandemic. Subsequent to quarter-end, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, beginning on April 7, 2020 through at least June 1, 2020, which could be extended in the future.

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

Las Vegas

Since the COVID-19 Pandemic began in January, visitation to the Las Vegas Operating Properties declined steadily. On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020 through at least April 30, 2020, which could be extended in the future.

Summary

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company's financial condition and operations during the three months ended March 31, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism customers to spend on travel and entertainment and business customers to spend on meetings, incentives, conventions and exhibitions (“MICE”).

The Company ~~funds its development projects primarily through borrowings under its credit facilities~~has a strong balance sheet and ~~operating cash flows.~~

~~The Company held unrestricted~~sufficient liquidity in place, including total cash and cash equivalents ~~of $2.0 billion and~~balance, excluding restricted cash and cash equivalents, of ~~$11~~$2.60 billion and access to $1.50 billion, $2.02 billion and $416 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Credit Facility, respectively, and 3.75 billion Singapore dollars (“SGD,” approximately $2.63 billion at exchange rates in effect on March 31, 2020) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of ~~September 30, 2017.~~March 31, 2020. The Company believes it is able to support continuing operations, complete the ~~cash on hand~~major construction projects that are underway and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In March 2017, the Company entered into an agreement to amend its U.S. credit facility, which refinanced the term loans in an aggregate amount of $2.18 billion, extended the maturity of the term loans to March 29, 2024, removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered the applicable margin credit spread for borrowings under the term loans (see "— Note 3 — Long-Term Debt — 2013 U.S. Credit Facility").

~~Recent Accounting Pronouncements~~

In May 2014, the Financial Accounting Standards Boards ("FASB") issued an accounting standard update (as subsequently amended) on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2017. The Company plans to adopt the new standard on January 1, 2018, on a full retrospective basis. The Company continues to assess the impact the new standard will have on the Company's financial condition, results of operations, cash flows and related disclosures. Upon adoption, management expects the standard to change the presentation of, and accounting for, complimentary revenues and promotional allowances currently presented in the statements of operations in accordance with current industry standards. It is anticipated a majority of total promotional allowances will be netted against casino revenue and expenses will be allocated among the respective categories in a different manner. Management also anticipates a change in the manner the Company assigns value to accrued customer benefits related to its frequent players programs. The resulting liability will be recorded using the retail value of such benefits less estimated breakage and will be offset against casino revenue. When the benefits are redeemed, revenue will be recognized in the resulting category of the goods or services provided. The adoption of this guidance is not expected to have a material impact on the Company's financial condition or results of operations.

In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification in the statement of cash flows and electing an accounting policy to either estimate the number of forfeitures or account for forfeitures when they occur. The Company adopted this guidance effective January 1, 2017, and as a result, excess tax benefits or deficiencies relatedrespond to the exercise or vesting of share-based awards are now reflected in the accompanying condensed consolidated statements of operations as a component of income tax expense, whereas previously they were recognized in stockholders' equity when realized. As a result of the prior guidance that required that deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits, the Company had windfall tax benefits of $379 million as of December 31, 2016, that were not reflected in deferred tax assets. With the adoption of the new accounting standard, the Company recorded these deferred tax assets, but established a full valuation allowance against those deferred tax assets based on the determination that it was "more-likely-than-not" that those deferred tax assets would not be realized. The accompanying condensed consolidated statements of cash flows present excess tax benefits as an operating activity on a retrospective basis. The reclassification of the prior period had an immaterial impact on the Company's cash flows from operating and financing activities.current COVID-19 Pandemic challenges. The Company has ~~elected~~taken various mitigating measures to ~~account for forfeitures as they occur rather than account for forfeitures based upon an estimated rate. This change in accounting policy was adopted on~~manage through the current environment, including a ~~modified retrospective basis~~cost and ~~resulted in a $2 million cumulative effect adjustment~~capital expenditure reduction program to ~~retained earnings.~~

minimize cash outflow of non-essential items.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~Reclassification~~

Certain amounts in the condensed consolidated balance sheet as of December 31, 2016, and the condensed consolidated statement of cash flows for the nine months ended September 30, 2016, have been reclassified to be consistent with the current year presentation. The reclassification had no impact on the Company's financial condition, results of operations or cash flows.

Note 2 — ~~Property and Equipment, Net~~Long-Term Debt

~~Property and equipment~~Long-term debt consists of the following:



	March 31, 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 $14)	$	1,736		$	1,736
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $5)	495			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 $10 and $11, respectively, and a positive cumulative fair value adjustment of $11)	1,801			1,800
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $13 and a positive cumulative fair value adjustment of $11)	1,798			1,798
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 $11 and $12, respectively)	1,893			1,893
Other	19			17
Singapore Related⁽¹⁾:
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $49 and $54, respectively)	2,849			3,023
	12,322			12,492
Less — current maturities	(69		)	(70		)
Total long-term debt	$	12,253		$	12,422

September 30,
2017 December 31,
2016
(In millions)
Land and improvements $ 659
$ 626
Building and improvements 17,598
17,478
Furniture, fixtures, equipment and leasehold improvements 3,890
3,720
Transportation 455
454
Construction in progress 1,141
1,094
23,743
23,372
Less — accumulated depreciation and amortization (8,245 ) (7,469 )
$ 15,498
$ 15,903
____________________


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

LVSC Revolving Facility

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

2018 SCL Credit Facility

During March 2020, Sands China Ltd. (“SCL”) entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the ~~following:~~

September 30,
2017 December 31,
2016
(In millions)
The Plaza Macao and Four Seasons Hotel Macao $ 441
$ 430
Sands Cotai Central 292
286
Other 408
378
$ 1,141
$ 1,094

The $408 million in other construction in progress as of September 30, 2017, consists primarily of construction of a high-rise residential condominium tower (the "Las Vegas Condo Tower") and various projects at The Venetian Macao.

~~During~~2018 SCL Credit Facility, pursuant to which lenders (a) waived the nine months ended September 30, 2017 and the three and nine months ended September 30, 2016, the Company capitalized $1 million, $12 million and $33 million, respectively, of interest expense. During the three and nine months ended September 30, 2017 and the three and nine months ended September 30, 2016, the Company capitalized approximately $6 million, $18 million, $8 million and $22 million, respectively, of internal costs, consisting primarily of compensation expenserequirements for ~~individuals directly involved~~SCL to comply with the ~~development~~requirements that SCL ensure the maximum consolidated leverage ratio does not exceed 4.0x and ~~construction~~minimum consolidated interest coverage ratio of ~~property.~~

~~During~~2.5x for any quarterly period ending during the ~~three months~~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 ~~September 30, 2017,~~on December 31, 2019); (b) waived any default that may arise as a result of any breach of said requirements during the ~~Company completed an evaluation of~~Relevant Period (other than with respect to the ~~estimated useful lives of its property~~financial year ended on December 31, 2019); and ~~equipment. The timing of this review was based on a combination of factors accumulating over time that provided~~(c) extended the Company with updated information to make a better estimate on the economic lives of certain property and equipment. These factors included (1) the accumulation of historical asset replacement data at the Company's operating properties, which reflects the actual lengthperiod of time during which SCL may supply the Company uses certain property and equipment, (2) the stabilization of the operating, regulatory and competitive environment in each jurisdiction the Company operates in, which includes meeting the final land concession government imposed deadlines for the Company's Macao properties on the Cotai Strip, (3) transitioning to more predictable renovation cycles at the Company's operating properties and (4) consideration of the estimated useful lives assigned to buildings of the Company's peers in the gaming and hospitality industry. Based on these factors, as well as the anticipated use and condition of the assets

agent with (i)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~evaluated,~~its audited consolidated financial statements for the ~~Company determined that changes~~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 ~~useful lives of certain property and equipment were appropriate. As~~Waiver Letter, SCL agreed to pay a ~~result,~~customary fee to the Company revised the estimated useful lives of its buildings, building improvements and land improvements from a range of 15 to 40 years to 10 to 50 years and certain other furniture, fixtures and equipment from 3 to 6 years to 5 to 10 years to better reflect the estimated periods during which these assets are expected to remain in service.

This change in estimated useful lives was accounted for as a change in accounting estimate effective July 1, 2017. The impact of this change for the three and nine months ended September 30, 2017, was a decrease in depreciation and amortization expense and an increase in operating income of $51 million, and an increase in net income of $46 million, or earnings per share of $0.06 on a basic and diluted basis.

~~Note 3 — Long-Term Debt~~

~~Long-term debt consists of the following:~~

September 30,
2017 December 31,
2016
(In millions)
Corporate and U.S. Related⁽¹⁾:

2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferred financing costs of $11) $ 2,155
$ —
2013 U.S. Credit Facility — Term B (net of unamortized original issue discount and deferred financing costs of $13) —
2,170
2013 U.S. Credit Facility — Extended Revolving —
36
Airplane Financings —
56
HVAC Equipment Lease 13
14
Macao Related⁽¹⁾:

2016 VML Credit Facility — Term (net of unamortized deferred financing costs of $59 and $69, respectively) 4,041
4,049
2016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $3 and $4, respectively) 252
266
Other 6
8
Singapore Related⁽¹⁾:

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $35 and $44, respectively) 3,150
2,996
9,617
9,595
Less — current maturities (134 ) (167 )
Total long-term debt $ 9,483
$ 9,428

~~____________________~~


~~(1)~~	Unamortized deferred financing costs of $27 million and $35 million as of September 30, 2017 and December 31, 2016, respectively, related to the U.S., Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.

~~2013 U.S. Credit Facility~~

During March 2017, the Company entered into an agreement (the "Amendment Agreement") to amend the existing 2013 U.S. Credit Facility to, among other things, refinance the term loans (by way of continuing or replacing existing term loans) in an aggregate amount of $2.18 billion (the "2013 Extended U.S. Term B Facility") and to lower the applicable margin credit spread for adjusted Eurodollar rate term loans from 2.25% to 2.00% per annum and for alternative base rate term loans from 1.25% to 1.00% per annum (the interest rate was set at 3.2% as of September 30, 2017). Additionally, the Amendment Agreement removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and extended the maturity date of the term loans from December 19, 2020 to March 29, 2024. The 2013 Extended U.S. Term B Facility is subject to quarterly

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

amortization payments of $5 million, which began on March 31, 2017, followed by a balloon payment of $2.03 billion due on March 29, 2024. The Company recorded a $5 million loss on modification of debt during the nine months ended September 30, 2017, in connection with the Amendment Agreement.lenders that consented.

As of ~~September 30, 2017, the Company~~March 31, 2020, SCL had ~~$1.15~~$2.02 billion of available borrowing capacity under the ~~2013 Extended U.S.~~2018 SCL Revolving Facility ~~net~~comprised of ~~outstanding letters of credit.~~

~~Airplane Financings~~

InHong Kong dollar commitments (13.81 billion Hong Kong dollars or “HKD,” approximately $1.78 billion at exchange rates in effect on March ~~2017, the Company repaid the outstanding $56 million balance under the Airplane Financings.~~

~~2016 VML Credit Facility~~

~~As of September 30, 2017, the Company had $1.99 billion of available borrowing capacity under the 2016 VML Revolving Facility.~~31, 2020) and U.S. dollar commitments ($237 million).

2012 Singapore Credit Facility

As of ~~September 30, 2017,~~March 31, 2020, the ~~Company~~Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), had ~~495~~SGD 592 million ~~Singapore dollars ("SGD," approximately $364~~(approximately $416 million at exchange rates in effect on ~~September 30, 2017)~~March 31, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of ~~credit.~~credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $107 millionat exchange rates in effect on March 31, 2020).

There were 0 loans borrowed under the Delayed Draw Term Facility as of March 31, 2020.

Debt Covenant Compliance

As of ~~September 30, 2017,~~March 31, 2020, management believes the Company was in compliance with all debt covenants.

~~Cash Flows from Financing Activities~~

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

Nine Months Ended
September 30,
2017 2016
(In millions)
Proceeds from 2016 VML Credit Facility $ 649
$ 1,000
Proceeds from 2013 U.S. Credit Facility 5
260
Proceeds from 2011 VML Credit Facility —
1,000
$ 654
$ 2,260
Repayments on 2016 VML Credit Facility $ (662 ) $ (1,000 )
Repayments on 2013 U.S. Credit Facility (57 ) (907 )
Repayments on 2012 Singapore Credit Facility (50 ) (50 )
Repayments on Airplane Financings (56 ) (3 )
Repayments on HVAC Equipment Lease and Other Long-Term Debt (3 ) (3 )
$ (828 ) $ (1,963 )

Fair Value of Long-Term Debt

The estimated fair value of the ~~Company's~~Company’s long-term debt as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, was approximately ~~$9.57~~$11.65 billion and ~~$9.58~~$13.21 billion, respectively, compared to its ~~carrying~~contractual value of ~~$9.71~~$12.40 billion and ~~$9.70~~$12.58 billion, respectively. The estimated fair value of ~~the Company's~~our long-term debt is based on ~~level~~recent trades, if available, and indicative pricing from market information (level 2 ~~inputs (quoted prices in markets that are not active)~~inputs).

Note 3 — Accounts Receivable, Net

Accounts Receivable and Provision for Credit Losses

Accounts receivable are comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost. 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 consist of casino receivables. Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable as the Company has a large number of customers. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change.

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages, to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts in its evaluation of the

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

Credit or marker play was 22.1%, 14.9% and 70.0% of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the period ended March 31, 2020. The Company’s provision for casino credit losses was 34.7% and32.3% of gross casino receivables as of March 31, 2020 and December 31, 2019, respectively. The Company’s provision for credit losses from its hotel and other receivables is not material.

Accounts receivable, net consists of the following:



	March 31, 2020			December 31, 2019
	(In millions)
Casino	$	752		$	858
Rooms	48			88
Mall	78			93
Other	46			87
	924			1,126
Less - provision for credit losses	(271		)	(282		)
	$	653		$	844

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



	March 31, 2020			March 31, 2019
	(In millions)
Balance at beginning of year	$	282		$	324
Current period provision for credit losses	18			4
Write-offs	(23		)	(17		)
Recoveries of receivables previously written-off	—			1
Exchange rate impact	(6		)	1
Balance at end of period	$	271		$	313

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

Note 4 — ~~Equity~~Derivative Instruments

In August 2018, the Company entered into interest rate swap agreements (the “IR Swaps”), which qualified and ~~Earnings Per Share~~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. These IR Swaps have a total notional value of$5.50 billion and expire in August 2020.

~~Common Stock~~

~~Dividends~~

OnThe total fair value of the IR Swaps as of March 31, ~~June 30~~2020, was $43 million. In the accompanying condensed consolidated balance sheet, $33 millionwas recorded as an asset in prepaid expenses and ~~September 29, 2017,~~other with an equal corresponding adjustment recorded against the Company paid a dividend of $0.73 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2017, the Company recorded $1.73 billion as a distribution against retained earnings (of which $946 million related to the Principal Stockholder and his family and the remaining $787 million related to all other shareholders).

On March 31, June 30 and September 30, 2016, the Company paid a dividend of $0.72 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2016, the Company recorded $1.72 billion as a distribution against retained earnings (of which $933 million related to the Principal Stockholder and his family and the remaining $784 million related to all other shareholders).

~~In October 2017, the Company's Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately$577 million) to be paid on December 29, 2017, to shareholders of record on December 21, 2017.~~

~~In October 2017, the Company announced that its Board of Directors increased the dividend for the 2018 calendar year to $3.00 per common share, or $0.75 per common share per quarter.~~

~~Repurchase Program~~

In October 2014, the Company's Board of Directors authorized the repurchase of $2.0 billion of its outstanding common stock, which expired in October 2016. In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires in November 2018. Repurchasescarrying value of the ~~Company's common stock are made at~~SCL Senior Notes. The fair value of the ~~Company's discretion~~IR Swaps was estimated using level 2 inputs from recently reported market forecasts of interest rates. Gains and losses due to changes in ~~accordance with applicable federal securities laws~~fair value of the IR Swaps completely offset changes 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. During the nine months ended September 30, 2017, the Company repurchased 5,107,237 shares of its common stock for $300 million (including commissions) under the current program. During the nine months ended September 30, 2016, no shares were repurchased under the previous program. All share repurchasesfair value of the ~~Company's common stock have been recorded as treasury stock.~~

~~Noncontrolling Interests~~

~~On February 24 and June 23, 2017, SCL paid a dividend~~hedged portion of ~~0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which~~ the Company retained $1.45 billion during the nine months ended September 30, 2017). On February 26 and June 24, 2016, SCL paid a dividend of HKD 0.99 and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which the Company retained $1.45 billion during the nine months ended September 30, 2016).

~~During the nine months ended September 30, 2017 and 2016, the Company distributed $10 million and $11 million, respectively, to certain of its noncontrolling interests.~~

underlying

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

Note 5 — Equity and Earnings Per Share

Common Stock

Dividends

On March 26, 2020, the Company paid a dividend of $0.79 per common share as part of a regular cash dividend program. During the three months ended March 31, 2020, the Company recorded $603 million as a distribution against retained earnings (of which $342 million related to the principal stockholder and his family and the remaining$261 million related to all other stockholders).

On March 28, 2019, the Company paid a dividend of $0.77 per common share as part of a regular cash dividend program. During the three months ended March 31, 2019, the Company recorded $595 million as a distribution against retained earnings (of which $333 million related to the principal stockholder and his family and the remaining $262 million related to all other shareholders).

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

Noncontrolling Interests

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

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

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

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:



	Three Months Ended March 31,
	2020	2019
	(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)	764	774
Potential dilution from stock options and restricted stock and stock units	—	1
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)	764	775
Antidilutive stock options excluded from the calculation of diluted earnings per share	3	5

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share) 791
795
792
795
Potential dilution from stock options and restricted stock and stock units 1
—
1
—
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) 792
795
793
795
Antidilutive stock options excluded from the calculation of diluted earnings per share 6
7
7
7

~~Accumulated Other Comprehensive Loss~~

~~As of September 30, 2017 and December 31, 2016, accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.~~

~~Note 5 — Fair Value Measurements~~

The Company currently uses foreign currency forward contracts as effective economic hedges to manage a portion of its foreign currency exposure. Foreign currency forward contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The aggregate notional value of these foreign currency contracts was $144 million and $427 million as of September 30, 2017 and December 31, 2016, respectively. As these derivatives have not been designated and/or do not qualify for hedge accounting, the changes in fair value are recognized as other income (expense) in the accompanying condensed consolidated statements of operations.

~~The following table provides the assets and liabilities carried at fair value:~~

Fair Value Measurements Using:

Total Carrying
Value

Quoted Market
Prices in Active
Markets (Level 1)

Significant Other
Observable
Inputs (Level 2)

Significant
Unobservable
Inputs (Level 3)
(In millions)
As of September 30, 2017
Assets
Cash equivalents⁽¹⁾
$ 694
$ 694
$ —
$ —
Liabilities
Forward contracts⁽²⁾
$ 4
$ —
$ 4
$ —
As of December 31, 2016
Assets
Cash equivalents⁽¹⁾
$ 931
$ 931
$ —
$ —
Forward contracts⁽²⁾
$ 12
$ —
$ 12
$ —

~~____________________~~


~~(1)~~	~~The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.~~

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 6 — Leases

Lessor

Lease revenue consists of the following:



	Three Months Ended March 31,
	2020						2019
	Mall			Other			Mall		Other
	(In millions)
Minimum rents	$	134		$	3		$	128	$	4
Overage rents	5			1			7		1
Rent concessions⁽¹⁾	(59		)	(1		)	—		—
Total overage rents and rent concessions	(54		)	—			7		1
	$	80		$	3		$	135	$	5

____________________

~~(2)~~(1)

AsRent concessions were provided to tenants as a result of ~~September 30, 2017~~the COVID-19 Pandemic and ~~December 31, 2016,~~ the ~~Company had 8 and 18 foreign currency forward contracts, respectively, with fair values based~~impact on ~~recently reported market transactions of forward rates. Assets were included in prepaid expenses~~mall and other and liabilities were included in other accrued liabilities in the accompanying condensed consolidated balance sheets. During the nine months ended September 30, 2017 and the three and nine months ended September 30, 2016, the Company recorded in other income (expense) a $16 million loss, $10 million gain and $18 million loss, respectively, related to the change in fair value of the forward contracts.operations.

Note 67 — 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 and has accrued a nominal amount for such costs as of September 30, 2017.~~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~~Company’s financial condition, results of operations and cash flows.

~~Round Square Company~~Asian American Entertainment Corporation, Limited v. ~~Las Vegas Sands Corp.~~Venetian Macau Limited, et al.

On ~~October 15, 2004, Richard Suen and Round Square Company~~February 5, 2007, Asian American Entertainment Corporation, Limited ~~("Roundsquare"~~(“AAEC” or “Plaintiff”) ~~filed an action~~brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against ~~LVSC,~~ Las Vegas Sands, Inc. ~~("LVSI"~~(now known as Las Vegas Sands, LLC (“LVSLLC”)), ~~Sheldon G. Adelson~~Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner inand David Friedman, who are former executives of the ~~District Court of Clark County, Nevada (the "District Court"), asserting a~~Company. The Prior Action sought damages based on an alleged breach of ~~an alleged agreement to pay~~agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a ~~success fee of $5 million and 2.0% of the net profit from the Company's Macao resort operations~~bid in response to the ~~plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between~~public tender held by the parties. Pursuant to an order filed March 16, 2006, plaintiffs' fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdictMacao government for the ~~plaintiffs in~~award of gaming concessions at the ~~amount~~end of ~~$44 million. On June 30, 2008, a judgment was entered in this matter in the amount of $59 million (including pre-judgment interest).~~2001. The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs' breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70 million. On May 28, 2013, a judgment was entered in the matter in the amount of $102 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company's motion. On October 17, 2013, theU.S. District Court entered an order ~~granting plaintiff's request for certain costs and fees associated~~dismissing the Prior Action on April 16, 2010.

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the ~~litigation~~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 billionpatacas (approximately $376 million at exchange rates in effect on March 31, 2020). The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the ~~amount~~“U.S. Defendants”) for their joint presentation of ~~approximately $1 million.~~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 ~~December 6, 2013,~~July 4, 2012, the ~~Company~~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 ~~notice of~~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 jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, Roundsquare filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, Roundsquare filed its answering brief. On January 12, 2015, the defendants filed their reply brief. On January 27, 2015, Roundsquare filed its reply brief. The Nevada Supreme Court set oral argument for December 17, 2015, before a panel of justices only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled.Prior Action. On March ~~11,~~16, 2016, the ~~Nevada Supreme~~Macao Judicial Court ~~issued an order affirming~~dismissed the ~~judgment~~defense of ~~liability, but reversing~~res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the ~~damages award and remanding for a new trial on damages. On March 29, 2016, Roundsquare filed a petition for~~

end

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~rehearing.~~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 ~~Nevada Supreme~~Macao Second Instance Court ordered ~~an answer~~the court file be transferred back to the Macao Judicial Court. Evidence gathering by the ~~Company,~~Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the ~~Company filed on May 4, 2016.~~ trial of this matter was scheduled for September 2019.

On ~~May 12, 2016, Roundsquare filed~~July 15, 2019, AAEC submitted a ~~motion for leave~~request to ~~file a reply brief in support~~the Macao Judicial Court to increase the amount of its ~~petition~~claim to 96.45 billion patacas (approximately $12.08 billion at exchange rates in effect on March 31, 2020), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for ~~rehearing, and on May 19, 2016,~~lost profits up to 2022 in due course at the ~~Company filed an opposition~~enforcement stage.

On September 2, 2019, the U.S. Defendants moved to ~~that motion.~~revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs. On ~~June 24, 2016,~~September 4, 2019, the ~~Nevada Supreme~~Macao Judicial Court issued an order granting Roundsquare's petition for rehearing and submitting the appeal for decision on rehearing without further briefing or oral argument. On July 22, 2016, the Nevada Supreme Court once again ordered a new trial as to plaintiff Roundsquaredeferred ruling on the ~~issue~~U.S. Defendants’ motion regarding legal aid until the entry of ~~quantum merit damages. A pre-trial hearing was set in District~~final judgment. The U.S. Defendants appealed that deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court ~~for~~rejected that appeal on procedural grounds; The U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December ~~12, 2016. At~~4, 2019, the ~~December 12, 2016 hearing, the District~~Macao Judicial Court ~~indicated that~~stated it would ~~allow a scope~~reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of ~~trial~~that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao Public Prosecutor regarding the propriety of legal aid and ~~additional discovery into areas the Company opposed as inconsistent~~consult with the ~~Nevada Supreme Court's remand.~~trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and Messrs. Weidner and Friedman, individually. The District Court issued a written order on the scope of retrial and discovery dated December 15, 2016. On January 5, 2017, the Company moved for a stay of proceedings in the District Court, pending the Nevada Supreme Court's resolution of the Company's petition for writ of mandamus or prohibition, which was filed on January 13, 2017. On February 13, 2017, the DistrictMacao Judicial Court denied the motion to ~~stay proceedings and,~~revoke legal aid on February 16, 2017, the Nevada Supreme Court denied the writ. The parties are presently engaged in document discovery. The Company has accrued a nominal amount for estimated costs related to this legal matter as of September 30, 2017. In the event that the Company's assumptions used to evaluate this matter change in future periods, it may be required to record an additional liability for an adverse outcome.

~~Frank J. Fosbre, Jr. v. Las Vegas Sands Corp., Sheldon G. Adelson and William P. Weidner~~January 14, 2020.

On ~~May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in~~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. ~~District~~Defendants appealed the decision granting AAEC’s request. On September 26, 2019, the Macao Judicial Court ~~against LVSC, Sheldon G. Adelson~~accepted that appeal and ~~William P. Weidner. The complaint alleged that LVSC, through~~it is currently pending before the ~~individual defendants, disseminated or approved materially false information, or failed~~Macao Second Instance Court. On September 10, 2019, AAEC moved to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys' fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint inreschedule the U.S. District Court, against LVSC, Sheldon G. Adelson and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys' fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys' fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants' Motion for Partial Reconsiderationtrial of the U.S. District Court's order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the "Second Amended Complaint") seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters thatMacao Action, which had been ~~previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion~~scheduled to ~~dismiss the Second Amended Complaint.~~begin on September 12, 2019. The ~~plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District~~Macao Judicial Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process was suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Second Amended Complaint. Discovery in the matter resumed. On January 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closed on July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, defendants filed motions for summary judgment. Plaintiffs filed an opposition to the motions for summary judgment on March 11, 2016. Defendants filed their replies in support of summary judgment on April 8, 2016. Summary judgment in favor of the defendants was entered on January 4, 2017. The plaintiffs filed a notice of appeal on February 2, 2017, and their opening brief in support of their appeal on July 14, 2017. Defendants filed their answering briefs in opposition to the appeal on October 13, 2017. The Company intends to defend this matter vigorously.

~~Benyamin Kohanim v. Adelson, et al.~~

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the "Kohanim action") on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the Foreign Corrupt Practices Act. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the "Gaines action") on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22, 2013. The District Court granted several successive stays since that time, but lifted the stay on April 25, 2017, following an in-chambers status check. On July 20, 2017, the District Court ordered counsel of record for all parties to appear for an August 10, 2017 status check. The District Court subsequently ordered the parties to submit supplemental briefing on the pending motion to dismiss and a hearing on that motion ~~is scheduled for November 9, 2017. This consolidated action~~and rescheduled the trial to begin on September 16, 2020.

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.

~~Nasser Moradi, et al. v. Adelson, et al.~~

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the "Moradi action"), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the "LAMPERS action") on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages,

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the "Zaremba action") on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel District Court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action in Kohanim described above. Pursuant to a series of court orders, the parties have filed a number of status reports during the pendency of the stay, including most recently on June 16, 2017.This consolidated 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.

~~Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.~~

On January 19, 2012, Asian American Entertainment Corporation, Limited ("AAEC") filed a claim (the "Macao action") with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. ("LVS (Nevada)"), Las Vegas Sands, LLC ("LVSLLC") and VCR (collectively, the "Defendants"). The claim is for 3.0 billion patacas (approximately $373 million at exchange rates in effect on September 30, 2017) as compensation for damages resulting from the alleged 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. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC's claims against the U.S. Defendants.

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 that the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants.

AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S. judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the U.S. Defendants applied to the Macao Judicial

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Court to dismiss the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The U.S. Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from Portuguese and U.S. law experts. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged on April 7, 2016, together with a request that the appeal be heard immediately. By a decision dated April 13, 2016, the Macao Judicial Court accepted that the appeal be heard immediately. Legal arguments were submitted May 23, 2016. AAEC replied to the legal arguments on or about July 14, 2016, which was three days late, upon payment of a penalty. The U.S. Defendants submitted a response on September 20, 2016. On December 13, 2016, the Macao Judicial Court confirmed its earlier decision not to stay the proceedings pending appeal. 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 that the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court has commenced by letters rogatory. On June 30, 2017, the Macao Judicial Court sent letters rogatory to the Public Prosecutor's office, for onward transmission to relevant authorities in the U.S. and Hong Kong.

On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The Macao Public Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect to that application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings was submitted to the Macao Lawyer's Association on October 19, 2015. A letter dated February 26, 2016, has been received from the Conselho Superior de Advocacia of the Macao Bar Association advising that disciplinary proceedings have commenced. A further letter dated April 5, 2016, was received from the Conselho Superior de Advocacia requesting confirmation that the signatories of the complaint were acting within their corporate authority. By a letter dated April 14, 2016, such confirmation has been provided. On September 28, 2016, the Conselho Superior de Advocacia invited comments on the defense, which had been lodged by AAEC's Macao lawyer.

On July 9, 2014, the plaintiff filed another action in the U.S. District Court against LVSC, LVSLLC, VCR (collectively, the "LVSC entities"), Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion. On November 4, 2014, plaintiff finally effected notice on the LVSC entities, which was followed by a motion to dismiss by the LVSC entities on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the LVSC entities moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the LVSC entities' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the LVSC entities' sanctions motion. 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.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the "Prior Action") in the U.S. District Court, against LVSI (now known as LVSLLC), 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 U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the "Nevada Action") against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC's filing, and the U.S. District Court's dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Note 78 — Segment Information

The ~~Company's~~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, which opened in September 2016;~~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 also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above, which include the renovation, expansion and rebranding of Sands Cotai Central and the Four Seasons Macao Hotel Tower Suites in Macao, and our Las Vegas Condo Tower (which construction currently is suspended) in the United States. The Company has included Ferry Operations and Other (comprised primarily of the ~~Company's~~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, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016, is as follows:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Net Revenues
Macao:
The Venetian Macao $ 718
$ 773
$ 2,146
$ 2,188
Sands Cotai Central 474
518
1,386
1,521
The Parisian Macao 418
69
1,097
69
The Plaza Macao and Four Seasons Hotel Macao 147
161
427
434
Sands Macao 143
167
486
527
Ferry Operations and Other 44
46
130
126
1,944
1,734
5,672
4,865
Marina Bay Sands 793
762
2,329
2,076
United States:
Las Vegas Operating Properties 378
384
1,196
1,125
Sands Bethlehem 148
147
437
432
526
531
1,633
1,557
Intersegment eliminations (64 ) (58 ) (188 ) (163 )
Total net revenues $ 3,199
$ 2,969
$ 9,446
$ 8,335

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ 1
$ 2
$ 4
$ 5
Ferry Operations and Other 10
10
30
29
11
12
34
34
Marina Bay Sands 2
2
6
6
Las Vegas Operating Properties 51
44
148
123
Total intersegment revenues $ 64
$ 58
$ 188
$ 163

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao $ 263
$ 315
$ 808
$ 827
Sands Cotai Central 155
176
431
484
The Parisian Macao 135
19
323
19
The Plaza Macao and Four Seasons Hotel Macao 52
62
162
154
Sands Macao 41
46
134
125
Ferry Operations and Other 6
10
18
25
652
628
1,876
1,634
Marina Bay Sands 442
391
1,299
1,023
United States:
Las Vegas Operating Properties 76
86
277
245
Sands Bethlehem 40
37
113
113
116
123
390
358
Consolidated adjusted property EBITDA⁽¹⁾
1,210
1,142
3,565
3,015
Other Operating Costs and Expenses
Stock-based compensation (4 ) (2 ) (11 ) (12 )
Corporate (51 ) (39 ) (136 ) (208 )
Pre-opening (1 ) (86 ) (7 ) (128 )
Development (3 ) (3 ) (8 ) (7 )
Depreciation and amortization (265 ) (277 ) (913 ) (792 )
Amortization of leasehold interests in land (9 ) (10 ) (28 ) (29 )
Loss on disposal or impairment of assets (21 ) (5 ) (27 ) (15 )
Operating income 856
720
2,435
1,824
Other Non-Operating Costs and Expenses
Interest income 4
2
11
6
Interest expense, net of amounts capitalized (83 ) (65 ) (240 ) (198 )
Other income (expense) (19 ) 21
(80 ) (33 )
Loss on modification or early retirement of debt —
(3 ) (5 ) (3 )
Income tax expense (73 ) (69 ) (220 ) (187 )
Net income $ 685
$ 606
$ 1,901
$ 1,409



	Casino		Rooms		Food and Beverage		Mall		Convention, Retail and Other			Net Revenues
Three Months Ended March 31, 2020	(In millions)
Macao:
The Venetian Macao	$	251	$	21	$	5	$	29	$	9		$	315
Sands Cotai Central	123		27		8		9		3			170
The Parisian Macao	115		13		5		6		2			141
The Plaza Macao and Four Seasons Hotel Macao	83		4		3		17		—			107
Sands Macao	64		2		2		—		1			69
Ferry Operations and Other	—		—		—		—		12			12
	636		67		23		61		27			814
Marina Bay Sands	439		74		41		42		16			612
Las Vegas Operating Properties	102		127		75		—		96			400
Intercompany eliminations⁽¹⁾	—		—		—		—		(44		)	(44		)
Total net revenues	$	1,177	$	268	$	139	$	103	$	95		$	1,782

Three Months Ended March 31, 2019
Macao:
The Venetian Macao	$	740	$	57	$	22	$	56	$	22		$	897
Sands Cotai Central	445		84		26		16		6			577
The Parisian Macao	387		32		18		12		5			454
The Plaza Macao and Four Seasons Hotel Macao	173		10		9		31		1			224
Sands Macao	139		4		7		1		1			152
Ferry Operations and Other	—		—		—		—		30			30
	1,884		187		82		116		65			2,334
Marina Bay Sands	544		102		53		43		25			767
United States:
Las Vegas Operating Properties	113		157		90		—		111			471
Sands Bethlehem⁽²⁾	120		4		7		1		5			137
	233		161		97		1		116			608
Intercompany eliminations⁽¹⁾	—		—		—		—		(63		)	(63		)
Total net revenues	$	2,661	$	450	$	232	$	160	$	143		$	3,646

____________________


(1)	Intercompany eliminations include royalties and other intercompany services.


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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	Three Months Ended March 31,
	2020		2019
	(In millions)
Intersegment Revenues
Macao:
The Venetian Macao	$	1	$	1
Ferry Operations and Other	7		6
	8		7
Marina Bay Sands	1		1
Las Vegas Operating Properties⁽¹⁾	35		55
Total intersegment revenues	$	44	$	63

____________________


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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	Three Months Ended March 31,
	2020			2019
	(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao	$	49		$	361
Sands Cotai Central	—			212
The Parisian Macao	(3		)	163
The Plaza Macao and Four Seasons Hotel Macao	28			85
Sands Macao	(1		)	40
Ferry Operations and Other	(6		)	(3		)
	67			858
Marina Bay Sands	282			423
United States:
Las Vegas Operating Properties	88			138
Sands Bethlehem⁽¹⁾	—			33
	88			171
Consolidated adjusted property EBITDA⁽²⁾	437			1,452
Other Operating Costs and Expenses
Stock-based compensation⁽³⁾	(3		)	(3		)
Corporate	(59		)	(152		)
Pre-opening	(5		)	(4		)
Development	(6		)	(5		)
Depreciation and amortization	(290		)	(301		)
Amortization of leasehold interests in land	(14		)	(9		)
Loss on disposal or impairment of assets	(5		)	(7		)
Operating income	55			971
Other Non-Operating Costs and Expenses
Interest income	13			20
Interest expense, net of amounts capitalized	(131		)	(141		)
Other income (expense)	37			(21		)
Income tax expense	(25		)	(85		)
Net income (loss)	$	(51	)	$	744

____________________


(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~~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~~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~~Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in consolidated adjusted property EBITDA.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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



	Three Months Ended March 31,
	2020		2019
	(In millions)
Capital Expenditures
Corporate and Other	$	3	$	23
Macao:
The Venetian Macao	23		24
Sands Cotai Central	131		64
The Parisian Macao	4		8
The Plaza Macao and Four Seasons Hotel Macao	82		30
Sands Macao	1		2
	241		128
Marina Bay Sands	46		49
United States:
Las Vegas Operating Properties	30		38
Sands Bethlehem⁽¹⁾	—		2
	30		40
Total capital expenditures	$	320	$	240

____________________

Nine Months Ended
September 30,
2017 2016
(In millions)
Capital Expenditures
Corporate and Other $ 5
$ 6
Macao:
The Venetian Macao 113
50
Sands Cotai Central 58
97
The Parisian Macao 149
798
The Plaza Macao and Four Seasons Hotel Macao 19
9
Sands Macao 6
13
Ferry Operations and Other 4
3
349
970
Marina Bay Sands 137
50
United States:
Las Vegas Operating Properties 86
57
Sands Bethlehem 15
20
101
77
Total capital expenditures $ 592
$ 1,103


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



	March 31, 2020		December 31, 2019
	(In millions)
Total Assets
Corporate and Other	$	1,041	$	1,390
Macao:
The Venetian Macao	2,370		3,243
Sands Cotai Central	3,954		4,504
The Parisian Macao	2,287		2,351
The Plaza Macao and Four Seasons Hotel Macao	1,272		1,239
Sands Macao	283		324
Ferry Operations and Other	150		156
	10,316		11,817
Marina Bay Sands	5,521		5,880
Las Vegas Operating Properties	4,289		4,112
Total assets	$	21,167	$	23,199

September 30,
2017 December 31,
2016
(In millions)
Total Assets
Corporate and Other $ 463
$ 465
Macao:
The Venetian Macao 2,173
2,642
Sands Cotai Central 3,722
4,152
The Parisian Macao 2,523
2,711
The Plaza Macao and Four Seasons Hotel Macao 928
966
Sands Macao 300
316
Ferry Operations and Other 271
281
9,917
11,068
Marina Bay Sands 4,988
5,031
United States:
Las Vegas Operating Properties 3,749
3,214
Sands Bethlehem 691
691
4,440
3,905
Total assets $ 19,808
$ 20,469

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

September 30,
2017 December 31,
2016
(In millions)
Total Long-Lived Assets⁽¹⁾

Corporate and Other $ 251
$ 264
Macao:
The Venetian Macao 1,705
1,726
Sands Cotai Central 3,532
3,720
The Parisian Macao 2,400
2,572
The Plaza Macao and Four Seasons Hotel Macao 859
874
Sands Macao 225
245
Ferry Operations and Other 149
157
8,870
9,294
Marina Bay Sands 4,294
4,192
United States:
Las Vegas Operating Properties 2,773
2,815
Sands Bethlehem 544
548
3,317
3,363
Total long-lived assets $ 16,732
$ 17,113

~~____________________~~


~~(1)~~	~~Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and leasehold interests in land, net of accumulated amortization.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

ITEM 2 — ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” are forward-looking statements. See ~~"—Special~~“Special Note Regarding Forward-Looking Statements."”

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 (the “COVID-19 Pandemic”). Since that time, people across the globe have been advised to avoid non-essential travel. Steps have also been taken by various countries around the world, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

The China Individual Visit Scheme to Macao ("China IVS") and group tour schemes to Macao have been suspended and a ban on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macao residents, citizens of the People’s Republic of China (“PRC”), Hong Kong residents and Taiwan residents attempting to enter Macao is currently in place. The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon beginning on January 30, 2020 and the Hong Kong Macao Ferry Terminal in Hong Kong beginning on February 4, 2020. Our ferry operations between Macao and Hong Kong have been suspended until further notice. The Macao government has announced publicly that total visitation from China to Macao decreased by 14.9% in January 2020 (with an 83% decrease in visitation over the first seven days of Chinese New Year) and 97.2% in February 2020 as compared to the same periods in 2019. It has also announced that monthly gross gaming revenue decreased by 11.3%, 87.8% and 79.7% in January, February and March 2020, respectively, as compared to the same periods in 2019.

The Macao government suspended all gaming operations beginning on February 5, 2020, and allowed them to reopen on February 20, 2020. Under temporary guidelines implemented by the Gaming Inspection and Coordination Bureau in Macao, casinos are to be run at half of normal capacity in order to adhere to social distancing measures, including leaving open seats between patrons playing at tables and slot machines and banning patrons from placing bets while standing behind the tables.

We closed some of our hotel facilities during the casino closure in response to the drop in visitation and, with the exception of one of the hotel towers at Sands Cotai Central (which features rooms and suites under the Conrad brand), these hotels were gradually reopened beginning on February 20, 2020. We expect to reopen the remaining tower at Sands Cotai Central in line with operational needs and demand, but are currently unable to determine that timing.

On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020 through at least April 30, 2020. The Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, beginning on April 7, 2020 through at least June 1, 2020. The government mandated closures could be extended beyond these dates.

In connection with reopening the Singapore and Las Vegas properties, we anticipate social distancing requirements will include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will have on operations in the months that follow reopening. For example, there have been a number of group cancellations through October 2020 and there may be additional restrictions placed on our other services, such as nightclubs and entertainment venues.

If our Integrated Resorts in Las Vegas and Singapore are not permitted to resume normal operations, travel restrictions such as those related to the China IVS and other global restrictions on inbound travel from other countries are not modified or eliminated or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.60 billion and access to $1.50 billion, $2.02 billion and $416

million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Credit Facility, respectively, and 3.75 billion Singapore dollars (“SGD,” approximately $2.63 billion at exchange rates in effect on March 31, 2020) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of March 31, 2020. We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. We have 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.

Operations

~~Generally, we~~We view each of our ~~integrated resort~~Integrated Resort properties as an operating segment. Our operating segments in the Macao Special Administrative Region ~~("Macao"~~(“Macao”) of the ~~People's~~People’s Republic of China consist of The Venetian Macao; Sands Cotai Central; The Parisian ~~Macao, which opened on September 13, 2016;~~Macao; The Plaza Macao and Four Seasons Hotel Macao; and the Sands Macao. Our operating segment in Singapore is ~~the~~ Marina Bay Sands. Our operating ~~segments~~segment in the U.S. ~~consist of~~is the Las Vegas Operating Properties, which includes The Venetian Resort Las Vegas ~~The Palazzo~~ and the Sands Expo ~~Center; and the Sands Bethlehem.~~Center.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” presented in our ~~2016~~2019 Annual Report on Form 10-K filed on February ~~24, 2017.~~7, 2020.

With the exception of the change in the useful lives of certain property and equipment (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net"), thereThere were no newly identified significant accounting estimates during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, nor were there any material changes to the critical accounting policies and estimates discussed in our ~~2016~~2019 Annual Report.

Recent Accounting Pronouncements

See related disclosure at ~~"Item~~“Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 13 — ~~Organization and Business of Company — Recent Accounting Pronouncements."~~

~~Summary Financial Results~~

~~The following table summarizes our results of operations:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016
Percent
Change
2017 2016
Percent
Change
(Dollars in millions)
Net revenues $ 3,199
$ 2,969
7.7 % $ 9,446
$ 8,335
13.3 %
Operating expenses 2,343
2,249
4.2 % 7,011
6,511
7.7 %
Operating income 856
720
18.9 % 2,435
1,824
33.5 %
Income before income taxes 758
675
12.3 % 2,121
1,596
32.9 %
Net income 685
606
13.0 % 1,901
1,409
34.9 %
Net income attributable to Las Vegas Sands Corp. 570
513
11.1 % 1,595
1,161
37.4 %

The increase in operating income was due to The Parisian Macao, which opened in September 2016, stronger results at Marina Bay Sands in Singapore and the impact of the change in useful lives of certain property and equipment. The increase in net income and net income attributable to Las Vegas Sands Corp. reflected the increase in operating income, partially offset by increases in net income attributable to noncontrolling interests, other expense, interest expense and income tax expense, as further described below.Accounts Receivable, Net.”

Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price ~~that can be~~ charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao ~~and Sands Bethlehem~~ are principally driven by ~~casino customers~~the volume of gaming patrons who visit the ~~properties~~property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop ~~("drop"~~(“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, ~~("handle"),~~ also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as

casino revenue. ~~Beginning~~Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with ~~the three months ended March 31, 2017, we revised the expected range for~~ our ~~Macao operations due~~loyalty programs and allocating casino revenues related to ~~the Rolling Chip win percentage experience over the last several years.~~goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage ~~(calculated before discounts and commissions) is expected~~of 3.15% to ~~be 3.0% to 3.3%~~3.45% in Macao and ~~2.7% to 3.0% in~~ Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage ~~(calculated before discounts)~~ of ~~24.7%~~25.6%, ~~20.1%~~22.3%, ~~19.3%~~23.2%, ~~21.8%~~25.0%, ~~19.4%~~18.6% and ~~28.5%~~ 20.3%at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage ~~(calculated before slot club cash incentives)~~ of ~~5.0%~~4.7%, ~~3.9%~~4.3%, ~~3.7%~~3.8%, ~~7.1%~~6.3%, ~~3.4%~~3.2% and ~~4.4%~~4.5% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, ~~14.9%~~22.1% and ~~34.9%~~14.9%, respectively, of our table games play was conducted on a credit basis for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2020.

Casino revenue measurements for the U.S.:The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued ~~that are~~(credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. ~~Beginning~~Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with ~~the three months ended March 31, 2017, we revised the expected range for~~ our ~~Las Vegas Operating Properties due~~loyalty programs and allocating casino revenues related to ~~the win percentage experienced over the last several years.~~goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage ~~(calculated before discounts)~~ of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. ~~Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 20.0%.~~ Our slot machines have produced a trailing 12-month hold percentage ~~(calculated before slot club cash incentives)~~ of ~~8.0% and 6.6%~~8.2% at our Las Vegas Operating ~~Properties~~Properties. Actual win and ~~at Sands Bethlehem, respectively. Actual win~~hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately ~~59.2%~~70.0% of our table games play at our Las Vegas Operating Properties, for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, was conducted on a credit ~~basis, while our table games play in Pennsylvania is primarily conducted on a cash~~ basis.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate ("(“ADR,"” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other ~~requirements.~~requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by type of customer and room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room ~~("RevPAR"~~(“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be ~~resold~~re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and RevPAR may be higher than the ADR.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area ~~("GLOA"~~(“GLOA”) divided by gross leasable area ~~("GLA"~~(“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space ~~that is~~ currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended ~~September 30, 2017~~March 31, 2020 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2019

Summary Financial Results

Our financial results were adversely impacted by decreased visitation at our properties due to the COVID-19 Pandemic, which resulted in the temporary closure of our Las Vegas Operating Properties beginning on March 18, 2020 and certain portions of our Macao Integrated Resorts, including all casino operations for a period of 15 days (22 days at Sands Cotai Central) during February, and international travel restrictions to all of the jurisdictions in which we operate. Net revenues for the three months ended March 31, 2020, decreased 51.1% to $1.78 billion, compared to $3.65 billion for the three months ended March 31, 2019, and operating income decreased 94.3% to $55 million compared to $971 million for the three months ended March 31, 2019. Net loss was $51 million for the three months ended March 31, 2020, compared to net income of $744 million for the three months ended March 31, 2019.

Operating Revenues

Our net revenues consisted of the following:


	Three Months Ended September 30,							Three Months Ended March 31,
	2017			2016			Percent Change	2020		2019		Percent Change
	(Dollars in millions)							(Dollars in millions)
Casino	$	2,511		$	2,307		8.8%	$	1,177	$	2,661	(55.8	)%
Rooms	411			402			2.2%	268		450		(40.4	)%
Food and beverage	198			184			7.6%	139		232		(40.1	)%
Mall	160			147			8.8%	103		160		(35.6	)%
Convention, retail and other	128			141			(9.2)%	95		143		(33.6	)%
	3,408			3,181			7.1%
Less — promotional allowances	(209		)	(212		)	1.4%
Total net revenues	$	3,199		$	2,969		7.7%	$	1,782	$	3,646	(51.1	)%

Consolidated net revenues were ~~$3.20~~$1.78 billion for the three months ended ~~September 30, 2017, an increase~~March 31, 2020, a decrease of ~~$230 million~~$1.86 billion compared to ~~$2.97~~$3.65 billion for the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease was primarily ~~due~~attributable to ~~increases~~decreases of ~~$349~~$1.52 billion and $155 million ~~at The Parisian~~in Macao ~~which opened in September 2016,~~ and ~~$31 million at~~ Marina Bay Sands, ~~primarily due to increased casino revenues, partially offset~~respectively. These decreases were driven by the COVID-19 Pandemic described above. Additionally, there was a $137 million decrease ~~at our Macao properties (excluding The Parisian Macao), driven by~~due to the sale of Sands Bethlehem on May 31, 2019.

Net casino revenues decreased ~~casino revenues.~~

~~Casino revenues increased $204 million~~$1.48 billion compared to the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~change was ~~due to increases of $321 million at The Parisian Macao and $37 million at Marina Bay Sands,~~ driven ~~primarily by an increase in Rolling Chip volume. This increase was partially offset~~ by a ~~$145 million~~$1.25 billion decrease at our Macao ~~properties (excluding The Parisian Macao), driven primarily by a decrease~~operations, due to decreases in Non-Rolling Chip drop and Rolling Chip volume. Additionally, Marina Bay Sands decreased $105 million mainly due to decreases in Non-Rolling Chip drop and win ~~percentage.~~percentage and slot handle. These decreases were driven by the COVID-19 Pandemic described above. Additionally, there was a $120 million decrease attributable to the sale of Sands Bethlehem on May 31, 2019. The following table summarizes the results of our casino activity:


	Three Months Ended September 30,							Three Months Ended March 31,
	2017			2016			Change	2020			2019			Change
	(Dollars in millions)							(Dollars in millions)
Macao Operations:
The Venetian Macao
Total casino revenues	$	617		$	670		(7.9)%
Total net casino revenues								$	251		$	740		(66.1	)%
Non-Rolling Chip drop	$	1,892		$	1,714		10.4%	$	817		$	2,266		(63.9	)%
Non-Rolling Chip win percentage	22.8		%	25.6		%	(2.8) pts	27.0		%	28.5		%	(1.5	)pts
Rolling Chip volume	$	6,898		$	6,868		0.4%	$	2,270		$	7,501		(69.7	)%
Rolling Chip win percentage	3.28		%	3.75		%	(0.47) pts	3.03		%	2.89		%	0.14	pts
Slot handle	$	718		$	958		(25.1)%	$	438		$	891		(50.8	)%
Slot hold percentage	5.1		%	4.7		%	0.4 pts	4.5		%	5.0		%	(0.5	)pts
Sands Cotai Central
Total casino revenues	$	390		$	443		(12.0)%
Non-Rolling Chip drop	$	1,442		$	1,557		(7.4)%
Non-Rolling Chip win percentage	20.4		%	20.2		%	0.2 pts
Rolling Chip volume	$	2,846		$	2,817		1.0%
Rolling Chip win percentage	2.66		%	4.16		%	(1.50) pts
Slot handle	$	1,182		$	1,477		(20.0)%
Slot hold percentage	4.4		%	3.6		%	0.8 pts
The Parisian Macao
Total casino revenues	$	379		$	58		553.4%
Non-Rolling Chip drop	$	1,001		$	190		426.8%
Non-Rolling Chip win percentage	20.9		%	19.9		%	1.0 pts
Rolling Chip volume	$	6,948		$	748		828.9%
Rolling Chip win percentage	3.11		%	3.01		%	0.10 pts
Slot handle	$	927		$	171		442.1%
Slot hold percentage	3.1		%	5.2		%	(2.1) pts
The Plaza Macao and Four Seasons Hotel Macao
Total casino revenues	$	109		$	124		(12.1)%
Non-Rolling Chip drop	$	297		$	270		10.0%
Non-Rolling Chip win percentage	23.1		%	23.8		%	(0.7) pts
Rolling Chip volume	$	3,132		$	2,007		56.1%
Rolling Chip win percentage	2.23		%	3.67		%	(1.44) pts
Slot handle	$	117		$	113		3.5%
Slot hold percentage	6.6		%	5.5		%	1.1 pts
Sands Macao
Total casino revenues	$	138		$	162		(14.8)%
Non-Rolling Chip drop	$	603		$	671		(10.1)%
Non-Rolling Chip win percentage	18.7		%	19.3		%	(0.6) pts
Rolling Chip volume	$	680		$	1,416		(52.0)%
Rolling Chip win percentage	1.13		%	2.03		%	(0.90) pts
Slot handle	$	602		$	665		(9.5)%
Slot hold percentage	3.4		%	3.3		%	0.1 pts
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	629		$	592		6.3%
Non-Rolling Chip drop	$	943		$	985		(4.3)%
Non-Rolling Chip win percentage	28.4		%	28.8		%	(0.4) pts
Rolling Chip volume	$	9,443		$	7,258		30.1%
Rolling Chip win percentage	3.29		%	3.25		%	0.04 pts
Slot handle	$	3,658		$	3,457		5.8%
Slot hold percentage	4.2		%	4.5		%	(0.3) pts



	Three Months Ended March 31,
	2020			2019			Change
	(Dollars in millions)
Sands Cotai Central
Total net casino revenues	$	123		$	445		(72.4	)%
Non-Rolling Chip drop	$	556		$	1,699		(67.3	)%
Non-Rolling Chip win percentage	22.0		%	23.8		%	(1.8	)pts
Rolling Chip volume	$	167		$	1,944		(91.4	)%
Rolling Chip win percentage	5.85		%	4.69		%	1.16	pts
Slot handle	$	367		$	1,063		(65.5	)%
Slot hold percentage	4.4		%	4.1		%	0.3	pts
The Parisian Macao
Total net casino revenues	$	115		$	387		(70.3	)%
Non-Rolling Chip drop	$	390		$	1,140		(65.8	)%
Non-Rolling Chip win percentage	23.8		%	23.1		%	0.7	pts
Rolling Chip volume	$	1,890		$	3,917		(51.7	)%
Rolling Chip win percentage	2.49		%	4.63		%	(2.14	)pts
Slot handle	$	432		$	1,124		(61.6	)%
Slot hold percentage	3.5		%	3.3		%	0.2	pts
The Plaza Macao and Four Seasons Hotel Macao
Total net casino revenues	$	83		$	173		(52.0	)%
Non-Rolling Chip drop	$	210		$	356		(41.0	)%
Non-Rolling Chip win percentage	29.9		%	25.1		%	4.8	pts
Rolling Chip volume	$	1,626		$	4,488		(63.8	)%
Rolling Chip win percentage	2.84		%	3.36		%	(0.52	)pts
Slot handle	$	37		$	149		(75.2	)%
Slot hold percentage	4.7		%	4.9		%	(0.2	)pts
Sands Macao
Total net casino revenues	$	64		$	139		(54.0	)%
Non-Rolling Chip drop	$	250		$	663		(62.3	)%
Non-Rolling Chip win percentage	20.1		%	17.8		%	2.3	pts
Rolling Chip volume	$	507		$	1,201		(57.8	)%
Rolling Chip win percentage	4.37		%	1.86		%	2.51	pts
Slot handle	$	276		$	615		(55.1	)%
Slot hold percentage	3.0		%	3.5		%	(0.5	)pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues	$	439		$	544		(19.3	)%
Non-Rolling Chip drop	$	1,077		$	1,343		(19.8	)%
Non-Rolling Chip win percentage	19.8		%	21.2		%	(1.4	)pts
Rolling Chip volume	$	6,639		$	7,128		(6.9	)%
Rolling Chip win percentage	3.53		%	3.13		%	0.40	pts
Slot handle	$	2,870		$	3,560		(19.4	)%
Slot hold percentage	4.3		%	4.6		%	(0.3	)pts
Las Vegas Operating Properties
Total net casino revenues	$	102		$	113		(9.7	)%
Table games drop	$	446		$	419		6.4	%
Table games win percentage	19.9		%	22.8		%	(2.9	)pts
Slot handle	$	603		$	668		(9.7	)%
Slot hold percentage	8.2		%	8.4		%	(0.2	)pts

____________________

Three Months Ended September 30,
2017 2016 Change
(Dollars in millions)
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues $ 111
$ 122
(9.0)%
Table games drop $ 401
$ 431
(7.0)%
Table games win percentage 17.1 % 20.0 % (2.9) pts
Slot handle $ 658
$ 634
3.8%
Slot hold percentage 8.1 % 8.2 % (0.1) pts
Sands Bethlehem
Total casino revenues $ 138
$ 136
1.5%
Table games drop $ 293
$ 284
3.2%
Table games win percentage 20.1 % 19.6 % 0.5 pts
Slot handle $ 1,210
$ 1,169
3.5%
Slot hold percentage 6.5 % 6.7 % (0.2) pts


Note:	We completed the sale of Sands Bethlehem on May 31, 2019.

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances ~~that are~~ associated with games of chance in which large amounts are wagered.

Room revenues ~~increased $9~~decreased $182 million compared to the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease was primarily ~~due to~~as a ~~$29 million increase at The Parisian Macao, partially offset by a $16 million decrease at Marina Bay~~result of the COVID-19 Pandemic described above, specifically from the temporary closures of certain towers within Sands driven by a decrease in ADR. During the three months ended September 30, 2017, there were approximately 8%, 7%, 6% and 3% fewer rooms available at The Venetian Macao, Marina Bay Sands, The Plaza MacaoCotai Central and Four Seasons ~~Hotel~~in Macao and our Las Vegas Operating ~~Properties, respectively, compared to the three months ended September 30, 2016.~~Properties. The following table summarizes the results of our room activity:



	Three Months Ended March 31,
	2020			2019			Change
	(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues	$	21		$	57		(63.2	)%
Occupancy rate	39.2		%	96.8		%	(57.6	)pts
Average daily room rate (ADR)	$	238		$	228		4.4	%
Revenue per available room (RevPAR)	$	93		$	221		(57.9	)%
Sands Cotai Central
Total room revenues	$	27		$	84		(67.9	)%
Occupancy rate	38.1		%	97.3		%	(59.2	)pts
Average daily room rate (ADR)	$	175		$	157		11.5	%
Revenue per available room (RevPAR)	$	67		$	153		(56.2	)%
The Parisian Macao
Total room revenues	$	13		$	32		(59.4	)%
Occupancy rate	40.3		%	98.6		%	(58.3	)pts
Average daily room rate (ADR)	$	169		$	158		7.0	%
Revenue per available room (RevPAR)	$	68		$	156		(56.4	)%
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues	$	4		$	10		(60.0	)%
Occupancy rate	48.4		%	89.7		%	(41.3	)pts
Average daily room rate (ADR)	$	329		$	335		(1.8	)%
Revenue per available room (RevPAR)	$	159		$	300		(47.0	)%
Sands Macao
Total room revenues	$	2		$	4		(50.0	)%
Occupancy rate	59.8		%	99.9		%	(40.1	)pts
Average daily room rate (ADR)	$	179		$	178		0.6	%
Revenue per available room (RevPAR)	$	107		$	177		(39.5	)%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	74		$	102		(27.5	)%
Occupancy rate	81.0		%	98.1		%	(17.1	)pts
Average daily room rate (ADR)	$	417		$	454		(8.1	)%
Revenue per available room (RevPAR)	$	338		$	446		(24.2	)%
Las Vegas Operating Properties
Total room revenues	$	127		$	157		(19.1	)%
Occupancy rate	87.2		%	94.9		%	(7.7	)pts
Average daily room rate (ADR)	$	266		$	263		1.1	%
Revenue per available room (RevPAR)	$	232		$	250		(7.2	)%

____________________

Three Months Ended September 30,
2017 2016 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 45
$ 47
(4.3)%
Occupancy rate 90.7 % 93.2 % (2.5) pts
Average daily room rate (ADR) $ 224
$ 209
7.2%
Revenue per available room (RevPAR) $ 203
$ 195
4.1%
Sands Cotai Central
Total room revenues $ 79
$ 73
8.2%
Occupancy rate 93.0 % 89.2 % 3.8 pts
Average daily room rate (ADR) $ 148
$ 145
2.1%
Revenue per available room (RevPAR) $ 138
$ 129
7.0%
The Parisian Macao
Total room revenues $ 35
$ 6
483.3%
Occupancy rate 94.1 % 87.5 % 6.6 pts
Average daily room rate (ADR) $ 144
$ 138
4.3%
Revenue per available room (RevPAR) $ 136
$ 121
12.4%
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 9
$ 9
—
Occupancy rate 80.8 % 80.8 % —
Average daily room rate (ADR) $ 335
$ 345
(2.9)%
Revenue per available room (RevPAR) $ 271
$ 279
(2.9)%
Sands Macao
Total room revenues $ 5
$ 5
—
Occupancy rate 95.7 % 97.9 % (2.2) pts
Average daily room rate (ADR) $ 191
$ 190
0.5%
Revenue per available room (RevPAR) $ 183
$ 186
(1.6)%
Singapore Operations:
Marina Bay Sands
Total room revenues $ 93
$ 109
(14.7)%
Occupancy rate 96.6 % 98.3 % (1.7) pts
Average daily room rate (ADR) $ 445
$ 475
(6.3)%
Revenue per available room (RevPAR) $ 430
$ 467
(7.9)%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 141
$ 149
(5.4)%
Occupancy rate 97.0 % 96.5 % 0.5 pts
Average daily room rate (ADR) $ 232
$ 240
(3.3)%
Revenue per available room (RevPAR) $ 225
$ 232
(3.0)%
Sands Bethlehem
Total room revenues $ 4
$ 4
—
Occupancy rate 96.1 % 97.2 % (1.1) pts
Average daily room rate (ADR) $ 164
$ 164
—
Revenue per available room (RevPAR) $ 158
$ 160
(1.3)%


Note:	We completed the sale of Sands Bethlehem on May 31, 2019.

~~Mall~~Food and beverage revenues ~~increased $13~~decreased $93 million compared to the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease was primarily due to ~~an $11~~decreases of $59 million ~~increase~~and $15 million at our Macao operating properties and our Las Vegas Operating Properties, respectively, as a result of the ~~Shoppes at Parisian.~~ COVID-19 Pandemic described above. Additionally, there was a $7 million decrease related to the sale of Sands Bethlehem on May 31, 2019.

Mall revenues decreased $57 millioncompared to the three months ended March 31, 2019. The decrease was primarily due to rent concessions granted to our mall tenants in Macao in response to the COVID-19 Pandemic described above for the months of February 2020 and March 2020.

For further information related to the financial performance of our malls, see ~~"— Additional~~“Additional Information Regarding our Retail Mall Operations."” The following table summarizes the results of our ~~mall activity:~~malls on the Cotai Strip in Macao and in Singapore:


	Three Months Ended September 30,							Three Months Ended March 31,
	2017			2016			Change	2020			2019			Change
	(Mall revenues in millions)							(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	55		$	52		5.8%	$	29		$	56		(48.2	)%
Mall gross leasable area (in square feet)	785,973			781,304			0.6%	812,934			813,416			(0.1	)%
Occupancy	97.3		%	97.1		%	0.2 pts	90.5		%	90.8		%	(0.3	)pts
Base rent per square foot	$	244		$	237		3.0%	$	281		$	265		6.0	%
Tenant sales per square foot	$	1,357		$	1,359		(0.1)%
Tenant sales per square foot⁽¹⁾								$	1,460		$	1,732		(15.7	)%
Shoppes at Cotai Central⁽¹⁾⁽²⁾
Total mall revenues	$	15		$	15		—	$	9		$	16		(43.8	)%
Mall gross leasable area (in square feet)	425,581			407,102			4.5%	525,247			519,666			1.1	%
Occupancy	93.0		%	98.2		%	(5.2) pts	88.3		%	92.2		%	(3.9	)pts
Base rent per square foot	$	113		$	130		(13.1)%	$	103		$	108		(4.6	)%
Tenant sales per square foot	$	711		$	868		(18.1)%
Tenant sales per square foot⁽¹⁾								$	780		$	880		(11.4	)%
Shoppes at Parisian⁽²⁾
Total mall revenues	$	16		$	5		220.0%	$	6		$	12		(50.0	)%
Mall gross leasable area (in square feet)	299,125			299,458			(0.1)%	295,920			295,915			—
Occupancy	92.5		%	92.6		%	(0.1) pts	87.9		%	89.6		%	(1.7	)pts
Base rent per square foot	$	223		$	222		0.5%	$	148		$	150		(1.3	)%
Tenant sales per square foot	$	531		—			N/M
Tenant sales per square foot⁽¹⁾								$	687		$	640		7.3	%
Shoppes at Four Seasons
Total mall revenues	$	31		$	31		—	$	17		$	31		(45.2	)%
Mall gross leasable area (in square feet)	258,392			259,410			(0.4)%	242,425			241,548			0.4	%
Occupancy	100.0		%	97.3		%	2.7 pts	93.2		%	99.3		%	(6.1	)pts
Base rent per square foot	$	453		$	458		(1.1)%	$	552		$	458		20.5	%
Tenant sales per square foot	$	3,247		$	2,971		9.3%
Tenant sales per square foot⁽¹⁾								$	4,781		$	4,420		8.2	%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	42		$	43		(2.3)%	$	42		$	43		(2.3	)%
Mall gross leasable area (in square feet)	606,946			618,649			(1.9)%	593,756			601,226			(1.2	)%
Occupancy	97.2		%	97.2		%	—	96.4		%	95.5		%	0.9	pts
Base rent per square foot	$	243		$	236		3.0%	$	264		$	266		(0.8	)%
Tenant sales per square foot(1)	$	1,506		$	1,396		7.9%	$	1,917		$	1,918		(0.1	)%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues	$	1		$	1		—
Mall gross leasable area (in square feet)	151,044			151,029			N/M
Occupancy	95.9		%	90.4		%	5.5 pts
Base rent per square foot	$	20		$	21		(4.8)%
Tenant sales per square foot	$	346		$	357		(3.1)%

__________________________

~~N/M - Not Meaningful~~


Note:	This table excludes the results of mall operations at Sands Macao and Sands Bethlehem.


(1)	Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.


(2)	The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai ~~Central's~~Central’s renovation, rebranding and expansion to The Londoner Macao.


~~(2)~~	~~The Shoppes at Parisian opened in September 2016.~~

Convention, retail and other revenues decreased ~~$13~~$48 million compared to the three months ended ~~September 30, 2016. The decrease is primarily~~March 31, 2019, driven by a decrease of $18 million related to our ferry operations, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic. Additionally, there were decreases of $6$15 million ~~in entertainment revenues at The Venetian Macao, $4~~and $13 million ~~in convention revenues~~ at our Las Vegas Operating ~~Properties~~properties and ~~$3 million in our passenger ferry service operations in Macao.~~The Venetian Macao, respectively, as a result of the COVID-19 Pandemic described above.

Operating Expenses

Our operating expenses consisted of the following:


	Three Months Ended September 30,					Three Months Ended March 31,
	2017		2016		Percent Change	2020		2019		Percent Change
	(Dollars in millions)					(Dollars in millions)
Casino	$	1,342	$	1,198	12.0%	$	707	$	1,439	(50.9	)%
Rooms	74		67		10.4%	92		110		(16.4	)%
Food and beverage	109		101		7.9%	139		178		(21.9	)%
Mall	18		16		12.5%	17		17		—	%
Convention, retail and other	69		66		4.5%	56		80		(30.0	)%
Provision for doubtful accounts	23		51		(54.9)%
Provision for credit losses						18		4		350.0	%
General and administrative	358		330		8.5%	319		369		(13.6	)%
Corporate	51		39		30.8%	59		152		(61.2	)%
Pre-opening	1		86		(98.8)%	5		4		25.0	%
Development	3		3		—%	6		5		20.0	%
Depreciation and amortization	265		277		(4.3)%	290		301		(3.7	)%
Amortization of leasehold interests in land	9		10		(10.0)%	14		9		55.6	%
Loss on disposal or impairment of assets	21		5		320.0%	5		7		(28.6	)%
Total operating expenses	$	2,343	$	2,249	4.2%	$	1,727	$	2,675	(35.4	)%

Operating expenses were ~~$2.34~~$1.73 billion for the three months ended ~~September 30, 2017, an increase~~March 31, 2020, a decrease of ~~$94~~$948 million compared to ~~$2.25~~$2.68 billion for the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease in operating ~~expenses~~expense was driven by decreases of $732 million in casino expenses and $50 million in general and administrative expenses. These decreases were mainly driven by the ~~opening of~~COVID-19 Pandemic described above. The ~~Parisian Macao~~decrease was also due to a $93 million decrease in ~~September 2016.~~corporate expenses due to a nonrecurring legal settlement in March 2019.

Casino expenses ~~increased $144~~decreased $732 million compared to the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease was primarily attributable to a $623 million decrease in gaming taxes resulting from decreased casino revenues, as previously described. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $75 million decrease.

Room expenses decreased $18 million compared to the three months ended March 31, 2019. The decrease was primarily driven by a ~~$197 million increase at The Parisian Macao, partially offset by decreases~~decrease of ~~$27 million and $19~~$14 million at our Macao operating properties, which is consistent with the decrease in room revenue.

Food and beverage expenses decreased $39 million compared to the three months ended March 31, 2019, due to a $29 million decrease at our Macao operating properties, which is consistent with the decrease in food and beverage revenues. Additionally, a decrease of $6 million is attributable to the sale of Sands ~~Cotai Central~~Bethlehem on May 31, 2019.

Convention, retail and ~~Sands Macao, respectively,~~other expenses decreased $24 million compared to the three months ended March 31, 2019, primarily driven by a decrease of $16 million in ~~gaming taxes~~ferry expenses resulting from the closure of the ferry terminals in response to the COVID-19 Pandemic and 20% reduction in sailings in January 2020 prior to the closure, as compared to the prior year.

Provision for credit losses increased $14 million compared to the three months ended March 31, 2019, primarily due to ~~decreased casino revenues.~~

~~The provision for doubtful accounts was $23 million~~the recovery of previously reserved amounts for the three months ended September 30, 2017, compared to $51 million for the three months ended September 30, 2016. The decrease primarily resulted from increased collections of previously reserved customer balances during the three months ended September 30, 2017, as compared to the prior year period.March 31, 2019. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from

gaming activities. We believe ~~that~~ the amount of our provision for ~~doubtful accounts~~credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses ~~increased $28~~decreased $50 million compared to the three months ended ~~September 30, 2016. The increase was~~March 31, 2019 due to decreases of $25 million at our Macao operating properties, primarily driven by ~~a $25 million increase at The Parisian Macao.~~

~~Corporate expenses increased $12 million compared to the three months ended September 30, 2016. The increase was primarily due to payroll-related~~decreases in marketing, payroll and property operations costs, and ~~a charitable donation committed to assist the Macao community with long-term relief, recovery and rebuilding efforts due to Typhoon Hato.~~

~~Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $85~~$18 million compared to the three months ended September 30, 2016. The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with the Company's evaluation and pursuit of new business opportunities, which are also expensed as incurred.

~~Depreciation and amortization expense decreased $12 million compared to the three months ended September 30, 2016. The decrease was primarily driven by a $51 million decrease~~ resulting from ~~a change~~the sale of Sands Bethlehem in ~~the estimated useful~~May 2019.

Segment Adjusted Property EBITDA

~~lives of certain property and equipment~~The following table summarizes information related to our segments (see ~~"Item~~“Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note ~~2 — Property and Equipment, Net"), partially offset by a $38 million increase at The Parisian Macao.~~

~~The loss on disposal of assets of $21 million for the three months ended September 30, 2017, primarily related to dispositions at our Macao operations due to property damages caused by Typhoon Hato.~~

~~Adjusted Property EBITDA~~

~~The following table summarizes information related to our segments (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7~~8 — Segment ~~Information"~~Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income). Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income 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 or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.income/loss):


	Three Months Ended September 30,					Three Months Ended March 31,
	2017		2016		Percent Change	2020			2019			Percent Change
	(Dollars in millions)					(Dollars in millions)
Macao:
The Venetian Macao	$	263	$	315	(16.5)%	$	49		$	361		(86.4	)%
Sands Cotai Central	155		176		(11.9)%	—			212			(100.0	)%
The Parisian Macao	135		19		610.5%	(3		)	163			(101.8	)%
The Plaza Macao and Four Seasons Hotel Macao	52		62		(16.1)%	28			85			(67.1	)%
Sands Macao	41		46		(10.9)%	(1		)	40			(102.5	)%
Ferry Operations and Other	6		10		(40.0)%	(6		)	(3		)	N.M.
	652		628		3.8%	67			858			(92.2	)%
Marina Bay Sands	442		391		13.0%	282			423			(33.3	)%
United States:
Las Vegas Operating Properties	76		86		(11.6)%	88			138			(36.2	)%
Sands Bethlehem(1)	40		37		8.1%	—			33			N.M.
	116		123		(5.7)%	88			171			(48.5	)%
Consolidated adjusted property EBITDA(2)	$	1,210	$	1,142	6.0%	$	437		$	1,452		(69.9	)%

__________________________

N.M. - not meaningful


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

(2)

Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain on sale of Sands Bethlehem, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have 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, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

Adjusted property EBITDA at our Macao operations ~~increased $24~~decreased $791 million compared towith the three months ended ~~September 30, 2016. The increase was~~March 31, 2019, primarily due to a $116 million increase at The Parisian Macao, which opened in September 2016. This increase was partially offset by an $88 million decrease at our Macao properties (excluding The Parisian Macao), mainly due to decreased casino ~~operations,~~revenues, driven by ~~a lower Rolling Chip win percentage.~~

the casino closures at our properties in February 2020 and overall reduced visitation since late January 2020 resulting from the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands ~~increased $51~~decreased $141 million compared to the three months ended ~~September 30, 2016. As previously described, the increase was~~March 31, 2019, primarily due to ~~increased~~decreased casino revenues, driven by ~~an increase~~decreases in ~~Rolling~~Non-Rolling Chip ~~volume.~~drop and win percentage. While Marina Bay Sands remained open during the three months ended March 31, 2020, the property experienced reduced visitation due to government mandated social distancing measures and other travel restrictions as a result of the COVID-19 Pandemic.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased ~~$10~~$50 million compared to the three months ended ~~September 30, 2016. The decrease was~~March 31, 2019, primarily due to decreased ~~casino~~room revenues, driven by a decrease in ~~table games drop and lower win percentage.~~occupancy leading up to the closure of the property on March 18, 2020, as a result of the COVID-19 Pandemic.

Interest Expense

The following table summarizes information related to interest expense:


	Three Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2020			2019
	(Dollars in millions)						(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)	$	80		$	72
Interest cost							$	132		$	138
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	4			4			3			4
Less — capitalized interest	(1		)	(11		)	(4		)	(1		)
Interest expense, net	$	83		$	65		$	131		$	141
Cash paid for interest	$	70		$	63
Weighted average total debt balance	$	10,074		$	10,055		$	12,483		$	12,103
Weighted average interest rate	3.2		%	2.9		%	4.2		%	4.6		%

Interest cost ~~increased $8~~decreased $6 million compared to the three months ended ~~September 30, 2016,~~March 31, 2019, resulting primarily from ~~an increase~~a decrease in our weighted average interest ~~rate. Capitalized interest decreased $10 million compared to the three months ended September 30, 2016, primarily~~rate, due to the ~~opening~~issuance of ~~The Parisian Macao~~the 2024, 2026, and 2029 LVSC Senior Notes on July 31, 2019, which carried a lower interest rate than the 2013 U.S. Credit Facility. This was partially offset by an increase in ~~September 2016.~~the weighted average total debt balance, due to the issuance of the 2025 LVSC Senior Notes on November 25, 2019.

Other Factors ~~Effecting~~Affecting Earnings

Other ~~expense~~income was ~~$19~~$37 million for the three months ended ~~September 30, 2017,~~March 31, 2020, compared to other ~~income~~expense of $21 million for the three months ended ~~September 30, 2016. Other expense during~~March 31, 2019. The increase was due to foreign currency transaction gains driven by the ~~three months ended September 30, 2017, was primarily attributable to a depreciation of the U.S. dollar versus the Singapore dollar during the period. This resulted in $19 million~~impact of foreign currency ~~transaction losses, driven~~exchange rate changes on U.S. dollar denominated debt held by Sands China Ltd. (“SCL”) and Singapore dollar denominated intercompany debt reported in U.S. dollars.

Our ~~effective~~ income tax ~~rate~~expense was ~~9.6%~~$25 million for the three months ended ~~September 30, 2017, compared~~March 31, 2020, despite a loss before income taxes of $26 million during the period. This compares to ~~10.2%~~a 10.3% effective income tax rate for the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~decrease in the effective~~ income tax ~~rate relates primarily to the valuation allowances recorded during~~expense for the three months ended ~~September 30, 2016, as we determined that certain deferred tax assets were no longer "more-likely than-not" realizable. The effective income tax rates reflect~~March 31, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in ~~Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred~~Macao. The income tax ~~assets generated by operations in the U.S. and certain foreign jurisdictions; however,~~expense is due to the ~~extent that~~mix of earnings during the ~~financial results of these~~three months ended March 31, 2020. Our Singapore operations ~~improve and it becomes "more-likely-than-not" that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in~~generated pre-tax income during the period, ~~such determination is made, as appropriate.~~which was offset by pre-tax losses from our Macao and domestic operations.

The net loss attributable to our noncontrolling interests was $50 million for the three months ended March 31, 2020, compared to a net income attributable to our noncontrolling interests ~~was $115~~of $162 million for the three months ended ~~September 30, 2017, compared to $93 million for the three months ended September 30, 2016.~~March 31, 2019. These amounts ~~are primarily related to the noncontrolling interest of Sands China Ltd. ("SCL").~~

~~Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016~~

~~Operating Revenues~~

~~Our net revenues consisted of the following:~~

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Casino $ 7,379
$ 6,406
15.2%
Rooms 1,194
1,123
6.3%
Food and beverage 610
559
9.1%
Mall 476
422
12.8%
Convention, retail and other 400
389
2.8%
10,059
8,899
13.0%
Less — promotional allowances (613 ) (564 ) (8.7)%
Total net revenues $ 9,446
$ 8,335
13.3%

Consolidated net revenues were $9.45 billion for the nine months ended September 30, 2017, an increase of $1.11 billion compared to $8.34 billion for the nine months ended September 30, 2016. The increase was primarily due to increases of $1.03 billion at The Parisian Macao, which opened in September 2016, and $253 million at Marina Bay Sands, primarily due to increased casino revenues.

Casino revenues increased $973 million compared to the nine months ended September 30, 2016. The increase was due to increases of $922 million at The Parisian Macao and $267 million at Marina Bay Sands, driven by increases in Rolling Chip win percentage and volume, partially offset by a $154 million decrease at Sands Cotai Central, driven by a decrease in Non-Rolling Chip drop, as well as decreases in Rolling Chip win percentage and volume. The following table summarizes the results of our casino activity:

Nine Months Ended September 30,
2017 2016 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total casino revenues $ 1,849
$ 1,893
(2.3)%
Non-Rolling Chip drop $ 5,315
$ 5,141
3.4%
Non-Rolling Chip win percentage 24.6 % 25.2 % (0.6) pts
Rolling Chip volume $ 18,218
$ 21,963
(17.1)%
Rolling Chip win percentage 3.61 % 3.23 % 0.38 pts
Slot handle $ 2,052
$ 3,007
(31.8)%
Slot hold percentage 5.2 % 4.6 % 0.6 pts
Sands Cotai Central
Total casino revenues $ 1,153
$ 1,307
(11.8)%
Non-Rolling Chip drop $ 4,278
$ 4,571
(6.4)%
Non-Rolling Chip win percentage 20.5 % 20.5 % —
Rolling Chip volume $ 8,267
$ 9,502
(13.0)%
Rolling Chip win percentage 2.92 % 3.52 % (0.60) pts
Slot handle $ 3,509
$ 4,521
(22.4)%
Slot hold percentage 4.1 % 3.6 % 0.5 pts
The Parisian Macao
Total casino revenues $ 980
$ 58
N/M
Non-Rolling Chip drop $ 2,957
$ 190
N/M
Non-Rolling Chip win percentage 19.6 % 19.9 % (0.3) pts
Rolling Chip volume $ 14,430
$ 748
N/M
Rolling Chip win percentage 3.24 % 3.01 % 0.23 pts
Slot handle $ 2,716
$ 171
N/M
Slot hold percentage 3.4 % 5.2 % (1.8) pts

Nine Months Ended September 30,
2017 2016 Change
(Dollars in millions)
The Plaza Macao and Four Seasons Hotel Macao
Total casino revenues $ 317
$ 324
(2.2)%
Non-Rolling Chip drop $ 894
$ 800
11.8%
Non-Rolling Chip win percentage 23.1 % 23.3 % (0.2) pts
Rolling Chip volume $ 7,379
$ 6,511
13.3%
Rolling Chip win percentage 2.48 % 3.05 % (0.57) pts
Slot handle $ 311
$ 306
1.6%
Slot hold percentage 7.1 % 5.9 % 1.2 pts
Sands Macao
Total casino revenues $ 471
$ 512
(8.0)%
Non-Rolling Chip drop $ 1,842
$ 2,021
(8.9)%
Non-Rolling Chip win percentage 19.2 % 18.1 % 1.1 pts
Rolling Chip volume $ 3,561
$ 5,610
(36.5)%
Rolling Chip win percentage 2.65 % 2.64 % 0.01 pts
Slot handle $ 1,811
$ 1,990
(9.0)%
Slot hold percentage 3.3 % 3.3 % —
Singapore Operations:
Marina Bay Sands
Total casino revenues $ 1,869
$ 1,602
16.7%
Non-Rolling Chip drop $ 2,821
$ 2,927
(3.6)%
Non-Rolling Chip win percentage 28.6 % 28.7 % (0.1) pts
Rolling Chip volume $ 27,068
$ 23,630
14.5%
Rolling Chip win percentage 3.40 % 2.58 % 0.82 pts
Slot handle $ 10,481
$ 10,058
4.2%
Slot hold percentage 4.3 % 4.5 % (0.2) pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues $ 332
$ 308
7.8%
Table games drop $ 1,186
$ 1,289
(8.0)%
Table games win percentage 18.5 % 15.7 % 2.8 pts
Slot handle $ 1,867
$ 1,882
(0.8)%
Slot hold percentage 8.0 % 8.0 % —
Sands Bethlehem
Total casino revenues $ 408
$ 402
1.5%
Table games drop $ 838
$ 853
(1.8)%
Table games win percentage 20.3 % 19.3 % 1.0 pts
Slot handle $ 3,550
$ 3,367
5.4%
Slot hold percentage 6.6 % 6.9 % (0.3) pts

~~____________________~~

~~N/M - Not Meaningful~~

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

Room revenues increased $71 million compared to the nine months ended September 30, 2016. The increase is primarily due to a $90 million increase at The Parisian Macao, partially offset by a $14 million decrease at Marina Bay Sands, driven by a decrease in available rooms. During the nine months ended September 30, 2017, there were approximately 16%, 12%, 6% and 2% fewer rooms available at The Plaza Macao and Four Seasons Hotel Macao, The Venetian Macao, Marina Bay Sands and our Las Vegas Operating Properties, respectively, compared to the nine months ended September 30, 2016. The following table summarizes the results of our room activity:

Nine Months Ended September 30,
2017 2016 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 130
$ 138
(5.8)%
Occupancy rate 90.0 % 83.7 % 6.3 pts
Average daily room rate $ 214
$ 215
(0.5)%
Revenue per available room $ 193
$ 180
7.2%
Sands Cotai Central
Total room revenues $ 210
$ 204
2.9%
Occupancy rate 84.6 % 80.9 % 3.7 pts
Average daily room rate $ 147
$ 149
(1.3)%
Revenue per available room $ 124
$ 121
2.5%
The Parisian Macao
Total room revenues $ 96
$ 6
N/M
Occupancy rate 87.9 % 87.5 % 0.4 pts
Average daily room rate $ 140
$ 138
1.4%
Revenue per available room $ 123
$ 121
1.7%
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 25
$ 26
(3.8)%
Occupancy rate 80.4 % 73.0 % 7.4 pts
Average daily room rate $ 352
$ 348
1.1%
Revenue per available room $ 283
$ 254
11.4%
Sands Macao
Total room revenues $ 15
$ 15
—
Occupancy rate 97.4 % 96.6 % 0.8 pts
Average daily room rate $ 192
$ 200
(4.0)%
Revenue per available room $ 187
$ 193
(3.1)%
Singapore Operations:
Marina Bay Sands
Total room revenues $ 267
$ 281
(5.0)%
Occupancy rate 95.9 % 97.6 % (1.7) pts
Average daily room rate $ 426
$ 415
2.7%
Revenue per available room $ 409
$ 405
1.0%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 440
$ 442
(0.5)%
Occupancy rate 94.7 % 94.5 % 0.2 pts
Average daily room rate $ 248
$ 244
1.6%
Revenue per available room $ 235
$ 230
2.2%
Sands Bethlehem
Total room revenues $ 11
$ 11
—
Occupancy rate 93.4 % 94.9 % (1.5) pts
Average daily room rate $ 161
$ 159
1.3%
Revenue per available room $ 151
$ 151
—

~~____________________~~

~~N/M - Not Meaningful~~

Mall revenues increased $54 million compared to the nine months ended September 30, 2016. The increase was primarily due to increases of $45 million at the Shoppes at Parisian and $9 million at the Shoppes at Venetian, driven by an increase in base rents. For further information related to the financial performance of our malls, see "— Additional Information Regarding our Retail Mall Operations." The following table summarizes the results of our mall activity:

Nine Months Ended September 30,⁽¹⁾
2017 2016 Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 161
$ 152
5.9%
Mall gross leasable area (in square feet) 785,973
781,304
0.6%
Occupancy 97.3 % 97.1 % 0.2 pts
Base rent per square foot $ 244
$ 237
3.0%
Tenant sales per square foot $ 1,357
$ 1,359
(0.1)%
Shoppes at Cotai Central⁽²⁾

Total mall revenues $ 48
$ 46
4.3%
Mall gross leasable area (in square feet) 425,581
407,102
4.5%
Occupancy 93.0 % 98.2 % (5.2) pts
Base rent per square foot $ 113
$ 130
(13.1)%
Tenant sales per square foot $ 711
$ 868
(18.1)%
Shoppes at Parisian⁽³⁾

Total mall revenues $ 50
$ 5
900.0%
Mall gross leasable area (in square feet) 299,125
299,458
(0.1)%
Occupancy 92.5 % 92.6 % (0.1) pts
Base rent per square foot $ 223
$ 222
0.5%
Tenant sales per square foot $ 531
—
N/M
Shoppes at Four Seasons
Total mall revenues $ 94
$ 94
—
Mall gross leasable area (in square feet) 258,392
259,410
(0.4)%
Occupancy 100.0 % 97.3 % 2.7 pts
Base rent per square foot $ 453
$ 458
(1.1)%
Tenant sales per square foot $ 3,247
$ 2,971
9.3%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 120
$ 122
(1.6)%
Mall gross leasable area (in square feet) 606,946
618,649
(1.9)%
Occupancy 97.2 % 97.2 % —
Base rent per square foot $ 243
$ 236
3.0%
Tenant sales per square foot $ 1,506
$ 1,396
7.9%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues $ 3
$ 3
—
Mall gross leasable area (in square feet) 151,044
151,029
N/M
Occupancy 95.9 % 90.4 % 5.5 pts
Base rent per square foot $ 20
$ 21
(4.8)%
Tenant sales per square foot $ 346
$ 357
(3.1)%

~~__________________________~~

~~N/M - Not Meaningful~~


~~(1)~~	As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2017 and 2016, they are identical to the summary presented herein for the three months ended September 30, 2017 and 2016, respectively.


~~(2)~~	The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central's renovation, rebranding and expansion to The Londoner Macao.


~~(3)~~	~~The Shoppes at Parisian opened in September 2016.~~

~~Operating Expenses~~

~~Our operating expenses consisted of the following:~~

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Casino $ 3,968
$ 3,531
12.4%
Rooms 216
197
9.6%
Food and beverage 329
306
7.5%
Mall 52
44
18.2%
Convention, retail and other 200
184
8.7%
Provision for doubtful accounts 77
139
(44.6)%
General and administrative 1,050
931
12.8%
Corporate 136
208
(34.6)%
Pre-opening 7
128
(94.5)%
Development 8
7
14.3%
Depreciation and amortization 913
792
15.3%
Amortization of leasehold interests in land 28
29
(3.4)%
Loss on disposal or impairment of assets 27
15
80.0%
Total operating expenses $ 7,011
$ 6,511
7.7%

Operating expenses were $7.01 billion for the nine months ended September 30, 2017, an increase of $500 million compared to $6.51 billion for the nine months ended September 30, 2016. The increase in operating expenses was driven by the opening of The Parisian Macao.

Casino expenses increased $437 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $589 million increase at The Parisian Macao, partially offset by decreases of $92 million, $48 million and $30 million at Sands Cotai Central, Sands Macao and The Venetian Macao, respectively, driven by a decrease in gaming taxes due to decreased casino revenues.

The provision for doubtful accounts was $77 million for the nine months ended September 30, 2017, compared to $139 million for the nine months ended September 30, 2016. The decrease resulted from increased collections of previously reserved customer balances during the nine months ended September 30, 2017, as compared to the prior year period, and continuing improvement in the quality of casino credit currently being extended. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $119 million compared to the nine months ended September 30, 2016. The increase was primarily due to increases of $91 million at The Parisian Macao, and $18 million and $9 million at our Las Vegas Operating Properties and The Venetian Macao, respectively, driven by an increase in marketing and advertising efforts.

Corporate expenses decreased $72 million compared to the nine months ended September 30, 2016. The decrease was primarily due to nonrecurring legal costs incurred during the nine months ended September 30, 2016.

Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $121 million compared to the nine months ended September 30, 2016. The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with the Company's evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $121 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $150 million increase at The Parisian Macao, partially offset by a $51 million decrease resulting from a change in the estimated useful lives of certain property and equipment (see "Item

~~1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net").~~

~~The loss on disposal of assets of $27 million for the nine months ended September 30, 2017, primarily related to dispositions at our Macao operations due to property damages caused by Typhoon Hato.~~

~~Adjusted Property EBITDA~~

The following table summarizes information related to our segments (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information" for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income):

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ 808
$ 827
(2.3)%
Sands Cotai Central 431
484
(11.0)%
The Parisian Macao 323
19
N/M
The Plaza Macao and Four Seasons Hotel Macao 162
154
5.2%
Sands Macao 134
125
7.2%
Ferry Operations and Other 18
25
(28.0)%
1,876
1,634
14.8%
Marina Bay Sands 1,299
1,023
27.0%
United States:
Las Vegas Operating Properties 277
245
13.1%
Sands Bethlehem 113
113
—%
390
358
8.9%
Consolidated adjusted property EBITDA $ 3,565
$ 3,015
18.2%

~~____________________~~

~~N/M - Not Meaningful~~

Adjusted property EBITDA at our Macao operations increased $242 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $304 million increase at The Parisian Macao. This increase was partially offset by a $55 million decrease at our Macao properties (excluding The Parisian Macao), mainly due to decreased casino operations, driven by a decrease in Rolling Chip volume.

Adjusted property EBITDA at Marina Bay Sands increased $276 million compared to the nine months ended September 30, 2016. As previously described, the increase was primarily due to increased casino revenues, driven by increases in Rolling Chip win percentage and volume.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $32 million compared to the nine months ended September 30, 2016. The increase was primarily due to a $43 million increase in net revenues (excluding intersegment royalty revenue), driven by increased casino revenue.

~~Interest Expense~~

~~The following table summarizes information related to interest expense:~~

Nine Months Ended September 30,
2017 2016
(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discounts) $ 230
$ 219
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 11
11
Less — capitalized interest (1 ) (32 )
Interest expense, net $ 240
$ 198
Cash paid for interest $ 199
$ 186
Weighted average total debt balance $ 9,970
$ 9,740
Weighted average interest rate 3.1 % 3.0 %

Interest cost increased $11 million compared to the nine months ended September 30, 2016, resulting primarily from an increase in our weighted average total debt balance. Capitalized interest decreased $31 million compared to the nine months ended September 30, 2016, primarily due to the opening of The Parisian Macao in September 2016.

~~Other Factors Effecting Earnings~~

~~Other expense was~~ ~~$80 million~~ for the nine months ended September 30, 2017, compared to $33 million for the nine months ended September 30, 2016. Other expense during the nine months ended September 30, 2017, was primarily attributable to a depreciation of the U.S. dollar versus the Singapore dollar during the period. This resulted in $65 million of foreign currency transaction losses, driven by Singapore dollar denominated intercompany debt reported in U.S. dollars, and a $16 million fair value adjustment on our Singapore forward contracts.

Our effective income tax rate was 10.4% for the nine months ended September 30, 2017, compared to 11.7% for the nine months ended September 30, 2016. The decrease in the effective income tax rate relates primarily to the valuation allowances recorded during the nine months ended September 30, 2016, as we determined that certain deferred tax assets were no longer "more-likely-than-not" realizable. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes "more-likely-than-not" that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.

The net income attributable to our noncontrolling interests was $306 million for the nine months ended September 30, 2017, compared to $248 million for the nine months ended September 30, 2016. These amounts are primarily related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

We own and operate retail malls at our ~~integrated resorts~~Integrated Resorts at The Venetian Macao, ~~Sands Cotai Central,~~ The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central, The Parisian Macao and Marina Bay ~~Sands and Sands Bethlehem.~~Sands. Management believes ~~that~~ being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our ~~integrated resorts.~~Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance ~~("CAM"~~(“CAM”) and other expenditures.

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016:~~2019:

Shoppes at
Venetian

Shoppes at
Four
Seasons

Shoppes at
Cotai
Central

Shoppes at
Parisian⁽¹⁾

The Shoppes
at Marina
Bay Sands

The Outlets
at Sands
Bethlehem⁽²⁾
Total
(In millions)
For the three months ended September 30, 2017
Mall revenues:
Minimum rents⁽³⁾
$ 45
$ 28
$ 9
$ 13
$ 31
$ —
$ 126
Overage rents 2
1
1
—
5
1
10
CAM, levies and direct recoveries 8
2
5
3
6
—
24
Total mall revenues 55
31
15
16
42
1
160
Mall operating expenses:
Common area maintenance 4
1
1
2
4
—
12
Marketing and other direct operating expenses 2
1
1
1
1
—
6
Mall operating expenses 6
2
2
3
5
—
18
Property taxes⁽⁴⁾
—
—
—
—
1
—
1
Provision for doubtful accounts —
—
—
1
—
—
1
Mall-related expenses⁽⁵⁾
$ 6
$ 2
$ 2
$ 4
$ 6
$ —
$ 20
For the three months ended September 30, 2016
Mall revenues:
Minimum rents⁽³⁾
$ 42
$ 29
$ 11
$ 2
$ 31
$ —
$ 115
Overage rents 2
—
1
—
5
1
9
CAM, levies and direct recoveries 8
2
3
3
7
—
23
Total mall revenues 52
31
15
5
43
1
147
Mall operating expenses:
Common area maintenance 4
1
2
1
4
—
12
Marketing and other direct operating expenses 1
1
—
—
2
—
4
Mall operating expenses 5
2
2
1
6
—
16
Property taxes⁽⁴⁾
—
—
—
—
1
1
2
Provision for doubtful accounts —
—
—
—
1
—
1
Mall-related expenses⁽⁵⁾
$ 5
$ 2
$ 2
$ 1
$ 8
$ 1
$ 19


	Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian⁽¹⁾		The Shoppes at Marina Bay Sands		The Outlets at Sands Bethlehem⁽²⁾		Total		Shoppes at Venetian			Shoppes at Four Seasons			Shoppes at Cotai Central			Shoppes at Parisian			The Shoppes at Marina Bay Sands
For the nine months ended September 30, 2017
															(In millions)
For the three months ended March 31, 2020
Mall revenues:
Minimum rents⁽³⁾	$	132	$	85	$	30	$	41	$	92	$	1	$	381
Minimum rents⁽¹⁾															$	50		$	30		$	10		$	9		$	35
Overage rents															—			1			1			—			3
Rent concessions⁽²⁾															(29		)	(17		)	(6		)	(5		)	(2		)
Total overage rents and rent concessions															(29		)	(16		)	(5		)	(5		)	1
CAM, levies and direct recoveries															8			3			4			2			6
Total mall revenues															29			17			9			6			42
Mall operating expenses:
Common area maintenance															3			1			1			1			4
Marketing and other direct operating expenses															2			1			1			1			2
Mall operating expenses															5			2			2			2			6
Property taxes⁽³⁾															—			—			—			—			1
Provision for credit losses															3			1			1			1			—
Mall-related expenses⁽⁴⁾															$	8		$	3		$	3		$	3		$	7
For the three months ended March 31, 2019
Mall revenues:
Minimum rents⁽¹⁾															$	47		$	27		$	10		$	9		$	34
Overage rents	5		2		2		—		10		2		21		1			1			2			—			3
CAM, levies and direct recoveries	24		7		16		9		18		—		74		8			3			4			3			6
Total mall revenues	161		94		48		50		120		3		476		56			31			16			12			43
Mall operating expenses:
Common area maintenance	11		4		4		5		11		1		36		4			1			2			1			4
Marketing and other direct operating expenses	5		2		2		3		4		—		16		1			1			—			1			1
Mall operating expenses	16		6		6		8		15		1		52		5			2			2			2			5
Property taxes⁽⁴⁾	—		—		—		—		3		1		4
Provision for doubtful accounts	—		—		1		1		—		—		2
Mall-related expenses⁽⁵⁾	$	16	$	6	$	7	$	9	$	18	$	2	$	58
For the nine months ended September 30, 2016
Mall revenues:
Minimum rents⁽³⁾	$	125	$	86	$	34	$	2	$	92	$	1	$	340
Overage rents	4		1		2		—		10		2		19
CAM, levies and direct recoveries	23		7		10		3		20		—		63
Total mall revenues	152		94		46		5		122		3		422
Mall operating expenses:
Common area maintenance	12		4		5		1		12		—		34
Marketing and other direct operating expenses	3		1		1		—		4		1		10
Mall operating expenses	15		5		6		1		16		1		44
Property taxes⁽⁴⁾	—		—		—		—		3		1		4
Provision for doubtful accounts	1		—		—		—		3		—		4
Mall-related expenses⁽⁵⁾	$	16	$	5	$	6	$	1	$	22	$	2	$	52
Property taxes⁽³⁾															—			—			—			—			1
Mall-related expenses⁽⁴⁾															$	5		$	2		$	2		$	2		$	6

____________________


~~(1)~~Note:	~~The Shoppes~~These tables exclude the results of our mall operations at ~~Parisian opened~~Sands Macao and Sands Bethlehem, which was sold in ~~September 2016.~~May 2019.


~~(2)~~	~~Revenues from CAM, levies and direct recoveries are included in minimum rents for The Outlets at Sands Bethlehem.~~


~~(3)~~(1)	Minimum rents include base rents and straight-line adjustments of base rents.


~~(4)~~(2)	Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.

(3)

Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao, ~~and~~ The Plaza Macao and Four Seasons Hotel Macao and The Parisian Macao have obtained a second exemption. The exemption ~~extending the property tax exemption to the end of~~for The Venetian Macao expired in July 2019 and the ~~end of July~~exemption for The Plaza Macao and Four Seasons Hotel Macao and The Parisian Macao, will be expiring in August 2020 and September 2028, respectively. Under the initial exemption, ~~The Parisian Macao is tax exempt until the end of July 2022 and~~ Sands Cotai Central has a distinct exemption for each hotel tower ~~which have varying~~with expiration ~~dates that range from the end of March 2018 to the end of November 2021. The Company is currently working on obtaining the second exemption for The Parisian Macao and Sands Cotai Central.~~

dates that range from March 2018 toNovember 2021. We are currently working on obtaining the second exemption for Sands Cotai Central.


~~(5)~~(4)	Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for ~~doubtful accounts,~~credit losses, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income ~~("NOI"~~(“NOI”) as a useful supplemental measure of a ~~mall's~~mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe ~~that~~ taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Development Projects

~~As our integrated resorts mature, we continue to reinvest in our portfolio of properties to maintain our high quality products and remain competitive in the markets in which we operate.~~ We ~~are constantly evaluating~~regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated ~~revenue generating~~revenue-generating additions to our ~~integrated resorts.~~Integrated Resorts.

Macao

~~The Plaza Casino~~We previously announced the renovation, expansion and ~~Four Seasons Hotel Macao~~

In October 2017, we announced that The Plaza Casino and Four Seasons Hotel Macao will feature an additional 295 new suites in a separate tower, The Four Seasons Macao Hotel Tower Suites. We have completed the structural workrebranding of ~~the tower and plan to commence build out of the suites in 2018. We expect the project to be completed in 2019.~~

~~Sands Cotai Central~~

~~In October 2017, we announced that we will renovate, expand and rebrand the~~ Sands Cotai Central into a new destination ~~integrated resort,~~Integrated Resort, The Londoner ~~Macao.~~Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, ansuch as the Houses of Parliament and Big Ben. The expanded retail ~~mall~~will be rebranded to the Shoppes at Londoner and we will add new food and beverage venues. We will add approximately 370 luxury suites in The Londoner Tower Suites, and the ~~St. Regis~~prior Holiday Inn-branded rooms and suites are being converted to approximately 600 London-themed suites, referred to as The Londoner Macao ~~Tower Suites, offering approximately 350 luxurious new suites. The project will commence in 2018~~Hotel. We are utilizing suites as they are completed on a simulation basis for trial and befeedback purposes. Construction has commenced and is being phased to minimize disruption during the property’s peak periods. We expect The Londoner Tower Suites to be completed in late 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

We also previously announced the Grand Suites at Four Seasons, which will feature approximately 290 additional premium quality suites. We have initiated approved gaming operations in this space and are utilizing suites as they are completed on a simulation basis for trial and feedback purposes. We expect the project to be completed in the first half of 2020.

We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we finalize our planning and design work and complete the projects.

Singapore

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. ("MBS") and the Singapore Tourism Board (the "STB") entered into the Development Agreement pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats. The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.2 billion at exchange rates in effect on March 31, 2020). The amount of the total project cost will be finalized as we complete design and development and begin construction. In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project. In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction). We amended our 2012 Singapore Credit Facility to provide for the financing of the

development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement.

Other

We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2020			2019
	(In millions)						(In millions)
Net cash generated from operating activities	$	3,222		$	2,831
Net cash generated from (used in) operating activities							$	(370	)	$	820
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(1		)	(1		)
Capital expenditures	(592		)	(1,103		)	(320		)	(240		)
Proceeds from disposal of property and equipment	2			4			1			—
Acquisition of intangible assets	—			(47		)
Net cash used in investing activities	(591		)	(1,147		)	(319		)	(240		)
Cash flows from financing activities:
Proceeds from exercise of stock options	32			5			16			14
Repurchase of common stock	(300		)	—			—			(174		)
Dividends paid	(2,362		)	(2,348		)
Proceeds from long-term debt	654			2,260
Dividends paid and noncontrolling interest payments							(911		)	(903		)
Repayments on long-term debt	(828		)	(1,963		)	(16		)	(26		)
Payments of financing costs	(5		)	(31		)	(3		)	—
Net cash used in financing activities	(2,809		)	(2,077		)	(914		)	(1,089		)
Effect of exchange rate on cash	51			4
Decrease in cash and cash equivalents	(127		)	(389		)
Cash and cash equivalents at beginning of period	2,128			2,179
Cash and cash equivalents at end of period	$	2,001		$	1,790
Effect of exchange rate on cash, cash equivalents and restricted cash							(21		)	(4		)
Decrease in cash, cash equivalents and restricted cash							(1,624		)	(513		)
Cash, cash equivalents and restricted cash at beginning of period							4,242			4,661
Cash, cash equivalents and restricted cash at end of period							$	2,618		$	4,148

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the ~~nine~~three months ended ~~September 30, 2017, increased $391 million~~March 31, 2020, decreased $1.19 billion compared to the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~main factor driving the decrease in operating cash flows was ~~primarily attributable~~the impact of the COVID-19 Pandemic on our operations as described above, which significantly reduced visitation to ~~an increase in net income, partially offset by~~our properties and caused the ~~level~~temporary shutdown of ~~contribution of~~our Macao operations during February and our Las Vegas Operating Properties from March 18, 2020. This also impacted our working capital, ~~accounts, driven by~~which was a cash outflow in the ~~change in accounts receivable.~~three months ended March 31, 2020.

Cash Flows — Investing Activities

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, totaled ~~$592~~$320 million, including ~~$349~~$241 million for construction and development activities in Macao, which consisted primarily of ~~$149~~$131 million for Sands Cotai Central related primarily to The Londoner Macao, $82 million for The ~~Parisian~~Plaza Macao ~~$113~~and Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao and $23 million for The Venetian ~~Macao and $58 million for Sands Cotai Central; $137~~Macao; $46 million at Marina Bay ~~Sands; and $86~~Sands in Singapore; $30 million at our Las Vegas Operating ~~Properties.~~Properties and $3 million for corporate and other.

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2019, totaled ~~$1.10 billion,~~$240 million, including ~~$970~~$128 million for construction and development activities in Macao, which consisted primarily of ~~$798~~$64 million for Sands Cotai Central, $30 million for The Plaza Macao and Four Seasons Hotel Macao, $24 million for The Venetian Macao and $8 million for The Parisian ~~Macao and $97~~Macao; $49 million ~~for~~at Marina Bay Sands ~~Cotai Central; $57~~in Singapore; $38 million at our Las Vegas Operating Properties; and ~~$50~~$25 million in Singapore. Additionally, during the nine months ended September 30, 2016, we paid 66 million Singapore dollars ("SGD," approximately $47 million at exchange rates in effect at the time of the transaction) to renew our Singapore gaming license for ~~a three-year term.~~corporate and other.

Cash Flows — Financing Activities

Net cash flows used in financing activities were ~~$2.81 billion~~$914 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, which was primarily attributable to ~~$2.36 billion~~$911 million in dividend payments ~~$300 million in common stock repurchases~~ and ~~$174 million of~~ net repayments of $16 million on our various credit facilities.

Net cash flows used in financing activities were ~~$2.08~~$1.09 billion for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2019, which was primarily attributable to ~~$2.34 billion~~$903 million in dividend payments, ~~partially offset by $297~~$174 million in common stock repurchases and net repayments of ~~net proceeds from~~$26 million on our various credit facilities.

Capital Financing Overview

We fund our development projects primarily through borrowings from our ~~credit facilities (see, "Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt")~~debt instruments and operating cash flows.

Our U.S., ~~Macao~~SCL and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintaincovenants, which include maintaining a maximum leverage ratio ofor net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as ~~defined ("Adjusted EBITDA"). The~~defined. In March 2020, SCL entered into a waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the maximum leverage ratio ~~is 5.5x~~does not exceed 4.0x for ~~all quarterly periods through maturity. We can elect~~any period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (other than with respect to ~~contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having~~ the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for all quarterly periods through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending September 30, 2017 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity.year ended December 31, 2019). As of ~~September 30, 2017,~~March 31, 2020, our U.S.~~, Macao~~ and Singapore leverage ratios, as defined per the respective credit facility agreements, were ~~0.5x, 1.8x~~1.2x and ~~2.0x,~~2.1x, respectively, compared to the maximum leverage ratios allowed of ~~5.5x, 3.5x~~4.0x and ~~3.5x,~~4.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. Any defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may

~~become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.~~

We held unrestricted cash and cash equivalents of approximately ~~$2.0~~$2.60 billion and restricted cash and cash equivalents of approximately ~~$11~~$16 million as of ~~September 30, 2017,~~March 31, 2020, of which approximately ~~$1.04~~$1.25 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$1.04~~$1.25 billion, approximately ~~$857 million~~$1.01 billion is available to be repatriated to the U.S. ~~with minimal~~and we do not expect withholding taxes ~~owed on such amounts due~~or other foreign income taxes to apply should these earnings be distributed in the ~~significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated.~~form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to ~~third party~~third-party public ~~shareholders~~stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the ~~$3.51~~$3.93 billion available for borrowing under our U.S., ~~Macao~~SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.75 billion (approximately $2.63 billion at exchange rates in effect on March 31, 2020) under our Singapore Delayed Draw Term Facility as of ~~September 30, 2017,~~March 31, 2020, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt ~~obligations and dividend commitments.~~obligations. In the normal course of our activities, we will continue to evaluate ~~our~~global capital ~~structure and~~markets to consider future opportunities for enhancements ~~thereof.~~of our capital structure.

In March 2017, we entered into an agreement to amend our U.S. credit facility, which refinanced the term loans in an aggregate amount of $2.18 billion, extended the maturity of the term loans to March 2024, removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered the applicable margin credit spread for borrowings under the term loans (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility"). During the nine months ended September 30, 2017, we had net repayments of $36 million on our 2013 U.S. Extended Revolving Facility.

On February ~~24 and June 23, 2017,~~21, 2020 SCL paid a dividend of 0.99 Hong Kong dollars ~~("HKD"~~(“HKD”) ~~and HKD 1.00 per share, respectively,~~ to SCL ~~shareholders~~stockholders (a total of ~~$2.07~~$1.03 billion, of which we retained ~~$1.45 billion~~$717 million during the ~~nine~~three months ended ~~September 30, 2017). On~~ March 31, ~~June 30 and September 30, 2017,~~2020).

On March 26, 2020, we paid a quarterly dividend of ~~$0.73~~$0.79 per common share as part of a regular cash dividend program and, during the three months ended March 31, 2020, recorded ~~$1.73 billion~~$603 million as a distribution against retained ~~earnings (of which $946 million related to~~earnings.

We have suspended our Principal Stockholder's family and the remaining $787 million related to all other shareholders) during the nine months ended September 30, 2017. In October 2017, the Company's Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately $577 million) to be paid on December 29, 2017, to shareholders of record on December 21, 2017. In October 2017, we announced that our Board of Directors increased theprogram and SCL did not pay a final dividend for 2019 due to the ~~2018 calendar year to $3.00 per common share, or $0.75 per common share per quarter.~~

In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires in November 2018. During the nine months ended September 30, 2017, we repurchased 5,107,237 shares of our common stock for $300 million (including commissions) under this program. All share repurchases of our common stock are recorded as treasury stock. As of September 30, 2017, we have remaining authorization to repurchase $1.26 billion of our outstanding common shares. Repurchases of our common stock are made at our 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 our financial position, earnings, legal requirements, other investment opportunities and market conditions.

~~Aggregate Indebtedness and Other Known Contractual Obligations~~

As of September 30, 2017, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2016, with the exceptionimpact of the ~~following:~~

amendment and extension of our 2013 U.S. Credit Facility (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility"); and

~~net repayments of $36 million on our 2013 U.S. Extended Revolving Facility (which would have matured in December 2018 with no interim amortization).~~

~~Restrictions on Distributions~~COVID-19 Pandemic.

We ~~are~~have a ~~parent company with limited business operations. Our main asset~~strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We believe the Company is well positioned to support our continuing operations, complete the ~~stock and membership interests of our subsidiaries. The debt instruments of our U.S.,~~major construction projects in Macao and Singapore ~~subsidiaries contain certain restrictions~~ that ~~among other things, limit~~are underway and respond to the ~~ability~~current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.non-essential items.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements ~~that are~~ made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: ~~"anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends"~~“anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our ~~company~~Company or management, are intended to identify

forward-looking statements. Although we believe ~~that~~ these forward-looking statements are reasonable, we cannot assure you ~~that~~ any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments, including government-mandated property closures or travel restrictions, and other third parties on our business, results of operations, cash flows, liquidity and development prospects;

general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;

disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;

the uncertainty of consumer behavior related to discretionary spending and vacationing at ~~casino-resorts~~our Integrated Resorts in Macao, Singapore and Las ~~Vegas and Bethlehem, Pennsylvania;~~Vegas;

the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations;

our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas;

new developments, construction projects and ventures, including our Cotai Strip initiatives and MBS Expansion Project;

fluctuations in currency exchange rates and interest rates;

regulatory policies in China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;

~~fluctuations in currency exchange rates and interest rates;~~

increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;

our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;

~~new developments, construction projects and ventures;~~

regulatory policies in mainland China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;

the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;

our insurance coverage, including the risk ~~that~~ we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates;

~~disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;~~

our ability to collect gaming receivables from our credit players;

our relationship with gaming promoters in Macao;

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the ~~Internet;~~internet;

increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

new taxes, changes to existing tax rates or proposed changes in tax ~~legislation;~~

~~our ability to maintain our gaming licenses, certificate~~legislation and ~~subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;~~the impact of U.S. tax reform;

the continued services of our key management and personnel;

any potential conflict between the interests of our ~~Principal Stockholder~~principal stockholder and us;

the ability of our subsidiaries to make distribution payments to us;

labor actions and other labor problems;

our failure to maintain the integrity of ~~our customer or~~information systems that contain legally protected information about people and company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;

the completion of infrastructure projects in Macao;

our relationship with GGP Limited Partnership or any successor owner of the Grand Canal Shoppes; and

the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Investors and others should note ~~that~~ we announce material financial information using our investor relations website (~~http:~~(https://~~investor.sands.com~~)investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible ~~that~~ the information we post regarding SCL could be deemed to be material information.

The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary ~~exposure~~exposures to market risk isare interest rate risk associated with our ~~variable~~long-term debt and interest rate ~~long-term debt~~swap contracts and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of ~~interest rate swaps,~~ futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments currently consist ~~primarily~~ of ~~foreign currency forward~~interest rate swap contracts ~~none of~~on certain fixed-rate long-term debt, which have been designated as hedging instruments for accounting purposes.

To manage exposure to counterparty credit risk in foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

As of ~~September 30, 2017,~~March 31, 2020, the estimated fair value of our long-term debt was approximately ~~$9.57~~$11.65 billion, compared to its ~~carrying~~contractual value of ~~$9.71~~$12.40 billion. The estimated fair value of our long-term debt is based on ~~level~~recent trades, if available, and indicative pricing from market information (level 2 ~~inputs (quoted prices in markets that are not active)~~inputs). ~~As our long-term debt obligations are primarily variable-rate debt, a~~A hypothetical 100 basis point change in ~~LIBOR, HIBOR and SOR is not expected to have a material impact on~~market rates would cause the fair value of our long-term ~~debt. Based on variable-rate~~ debt ~~levels as of September 30, 2017, a~~to change by $439 million. A hypothetical 100 basis point change in LIBOR ~~HIBOR~~ and SOR ~~for the duration of a year~~ would cause our annual interest cost on our long-term debt to change by approximately ~~$98~~$84 million.

The total notional amount of our fixed-to-variable interest rate swaps was $5.50 billion as of March 31, 2020. The fair value of the interest rate swaps, on a stand-alone basis, as of March 31, 2020, was an asset of $43 million. A hypothetical 100 basis point change in LIBOR would cause the fair value of the interest rate swaps to change by approximately $20 million.

Foreign currency transaction ~~losses~~gains were ~~$65~~$38 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, primarily due to U.S. dollar denominated debt issued by SCL and Singapore ~~dollar~~ denominated intercompany debt reported in U.S. ~~dollars and U.S. dollar denominated intercompany debt held in Macao.~~dollars. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of ~~September 30, 2017,~~March 31, 2020, a hypothetical10% ~~strengthening or~~ weakening of the U.S. ~~dollar against the~~ dollar/SGD ~~(excluding the impact of foreign currency forward contracts)~~exchange rate would cause a foreign currency transaction ~~gain of approximately $105 million or a~~ loss of approximately ~~$129~~$50 million, and a hypothetical ~~100 basis point change in~~1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction ~~gain/~~loss of approximately ~~$15~~$50 million. The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

We manage a portion of our exposure to currency fluctuations with foreign currency forward contracts. As of September 30, 2017, we had eight foreign currency forward contracts with a total notional value of $144 million, contract expirations through December 2017 and a total liability fair value of $4 million. As of September 30, 2017, a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would cause an increase in our unrealized loss by approximately $14 million.

~~See also "Liquidity and Capital Resources."~~

ITEM 4 —CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure ~~that~~ information required to be disclosed in the reports ~~that~~ the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms and ~~that~~ such information is accumulated and communicated to the ~~Company's~~Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The ~~Company's~~Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of ~~September 30, 2017,~~March 31, 2020, and have concluded ~~that~~ they are effective at the reasonable assurance level.

It should be noted ~~that~~ any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance ~~that~~ the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent

limitations of control systems, there can be no assurance ~~that~~ any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the ~~Company's~~Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or ~~was~~were reasonably likely to have a material effect, on the ~~Company's~~Company’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 —LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016, Quarterly Reports on Form 10-Q for the quarterly periods ended March 31~~2019, and ~~June 30, 2017, and "Part~~“Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 67 — Commitments and ~~Contingencies"~~Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A —RISK FACTORS

~~There have been no material changes from~~In addition to the risk factors previously disclosed in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

~~ITEM 2 —UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~2019, the following risk factor was identified:

The ~~following table provides information about share repurchases made~~COVID-19 Pandemic has adversely affected the number of visitors to our facilities and disrupted our operations, resulting in lower revenues and cash flows. This adverse impact is anticipated to continue until the global COVID-19 Pandemic is contained.

The impact of the COVID-19 Pandemic and measures to prevent its spread are expected to continue to impact our results, operations, cash flows and liquidity.

We expect the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the ~~Company~~length of ~~its common~~time that such disruptions continue. We cannot predict when any of our closed properties will be able to reopen, the conditions upon which these reopenings may occur, nor the effects of any such conditions. Even once travel advisories and restrictions are modified or cease to be necessary, demand for integrated resorts may remain weak for a significant length of time and we cannot predict if and when the gaming and non-gaming activities of our properties will return to pre-outbreak levels of volume or pricing. In particular, future demand for integrated resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for meetings, incentives, conventions and exhibitions (“MICE”) resulting from the impact of the COVID-19 Pandemic. In addition, we cannot predict the impact the COVID-19 Pandemic will have on our mall tenants in Macao and Singapore.

We are a parent company with limited business operations of our own. Our main asset is the capital stock ~~during~~of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the ~~quarter ended September 30, 2017:~~earnings and cash flow generated by our operating properties. For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019 and if the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries' ability to generate sufficient earnings and cash flow to pay dividends or distributions in the future will be negatively impacted.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior and could impact our current construction projects in Macao and Singapore. There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays. The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term. Any of these events may continue to disrupt our ability to staff our business adequately, could continue to generally disrupt our operations or construction projects and if the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Period
Total
Number of
Shares
Purchased

Weighted
Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program

Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in millions)⁽¹⁾
July 1, 2017 — July 31, 2017 —
$ —
—
$ 1,335
August 1, 2017 — August 31, 2017 —
$ —
—
$ 1,335
September 1, 2017 — September 30, 2017 1,173,500
$ 63.90
1,173,500
$ 1,260

~~__________________________~~

~~(1)~~

In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires on November 2, 2018. All repurchases under the stock repurchase program are made from time to time at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. All share repurchases of the Company's common stock have been recorded as treasury stock.

If we are required to raise additional capital in the future, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing would be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt financings will be

available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants. SCL has entered into a waiver and amendment request letter with its lenders to waive certain of its financial requirements through July 1, 2021.While we currently anticipate we will continue to be in compliance with the financial requirements under our Singapore and U.S. credit agreements, we cannot assure you that the impact of the COVID-19 Pandemic will not cause us to no longer be able to comply with the financial covenants, nor can we assure you that we would be able to obtain waivers from our lenders.

The COVID-19 Pandemic has had and will continue to have an adverse effect on our results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows or financial condition.

ITEM 6 —EXHIBITS

List of Exhibits



Exhibit No.		Description of Document
~~10.1+~~10.1*		~~Amended & Restated Employment~~Waiver and Amendment Request Letter, dated March 27, 2020, with respect to the Facility Agreement, ~~among Las Vegas Sands Corp., Las Vegas Sands, LLC and Sheldon G. Adelson, effective~~dated as of ~~January 1, 2017~~November 20, 2018, by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the ~~Company's Current Report~~Company’s current report on Form 8-K (File No. 001-32373) filed on ~~September 7, 2017)~~March 27, 2020).
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++		Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++		Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~101		~~XBRL Instance Document~~The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2020 and 2019, (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements.
~~101.SCH~~104		Cover Page Interactive Data File - the cover page XBRL ~~Taxonomy Extension Schema Document~~
~~101.CAL~~		tags are embedded within the Inline XBRL ~~Taxonomy Extension Calculation Linkbase Document~~
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~document

____________________


+*	~~Denotes a management contract or compensatory plan or arrangement.~~Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).


++	This exhibit will not be deemed ~~"filed"~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



	LAS VEGAS SANDS CORP.

~~November 3, 2017~~April 24, 2020	By:	/~~s/ Sheldon~~S/ SHELDON G. ~~Adelson~~ADELSON
		Sheldon G. Adelson Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

~~November 3, 2017~~April 24, 2020	By:	/~~s/ Patrick Dumont~~S/PATRICK DUMONT
		Patrick Dumont Executive Vice President and Chief Financial Officer (Principal Financial Officer)

5340



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	2,511		$	2,307		$	7,379		$	6,406
Rooms	411			402			1,194			1,123
Food and beverage	198			184			610			559
Mall	160			147			476			422
Convention, retail and other	128			141			400			389
	3,408			3,181			10,059			8,899
Less — promotional allowances	(209		)	(212		)	(613		)	(564		)
Net revenues	3,199			2,969			9,446			8,335
Operating expenses:
Casino	1,342			1,198			3,968			3,531
Rooms	74			67			216			197
Food and beverage	109			101			329			306
Mall	18			16			52			44
Convention, retail and other	69			66			200			184
Provision for doubtful accounts	23			51			77			139
General and administrative	358			330			1,050			931
Corporate	51			39			136			208
Pre-opening	1			86			7			128
Development	3			3			8			7
Depreciation and amortization	265			277			913			792
Amortization of leasehold interests in land	9			10			28			29
Loss on disposal or impairment of assets	21			5			27			15
	2,343			2,249			7,011			6,511
Operating income	856			720			2,435			1,824
Other income (expense):
Interest income	4			2			11			6
Interest expense, net of amounts capitalized	(83		)	(65		)	(240		)	(198		)
Other income (expense)	(19		)	21			(80		)	(33		)
Loss on modification or early retirement of debt	—			(3		)	(5		)	(3		)
Income before income taxes	758			675			2,121			1,596
Income tax expense	(73		)	(69		)	(220		)	(187		)
Net income	685			606			1,901			1,409
Net income attributable to noncontrolling interests	(115		)	(93		)	(306		)	(248		)
Net income attributable to Las Vegas Sands Corp.	$	570		$	513		$	1,595		$	1,161
Earnings per share:
Basic	$	0.72		$	0.65		$	2.01		$	1.46
Diluted	$	0.72		$	0.65		$	2.01		$	1.46
Weighted average shares outstanding:
Basic	791			795			792			795
Diluted	792			795			793			795
Dividends declared per common share	$	0.73		$	0.72		$	2.19		$	2.16



			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)
As of September 30, 2017
Assets
Cash equivalents⁽¹⁾	$	694	$	694	$	—	$	—
Liabilities
Forward contracts⁽²⁾	$	4	$	—	$	4	$	—
As of December 31, 2016
Assets
Cash equivalents⁽¹⁾	$	931	$	931	$	—	$	—
Forward contracts⁽²⁾	$	12	$	—	$	12	$	—



	Nine Months Ended September 30,⁽¹⁾
	2017			2016			Change
	(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	161		$	152		5.9%
Mall gross leasable area (in square feet)	785,973			781,304			0.6%
Occupancy	97.3		%	97.1		%	0.2 pts
Base rent per square foot	$	244		$	237		3.0%
Tenant sales per square foot	$	1,357		$	1,359		(0.1)%
Shoppes at Cotai Central⁽²⁾
Total mall revenues	$	48		$	46		4.3%
Mall gross leasable area (in square feet)	425,581			407,102			4.5%
Occupancy	93.0		%	98.2		%	(5.2) pts
Base rent per square foot	$	113		$	130		(13.1)%
Tenant sales per square foot	$	711		$	868		(18.1)%
Shoppes at Parisian⁽³⁾
Total mall revenues	$	50		$	5		900.0%
Mall gross leasable area (in square feet)	299,125			299,458			(0.1)%
Occupancy	92.5		%	92.6		%	(0.1) pts
Base rent per square foot	$	223		$	222		0.5%
Tenant sales per square foot	$	531		—			N/M
Shoppes at Four Seasons
Total mall revenues	$	94		$	94		—
Mall gross leasable area (in square feet)	258,392			259,410			(0.4)%
Occupancy	100.0		%	97.3		%	2.7 pts
Base rent per square foot	$	453		$	458		(1.1)%
Tenant sales per square foot	$	3,247		$	2,971		9.3%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	120		$	122		(1.6)%
Mall gross leasable area (in square feet)	606,946			618,649			(1.9)%
Occupancy	97.2		%	97.2		%	—
Base rent per square foot	$	243		$	236		3.0%
Tenant sales per square foot	$	1,506		$	1,396		7.9%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues	$	3		$	3		—
Mall gross leasable area (in square feet)	151,044			151,029			N/M
Occupancy	95.9		%	90.4		%	5.5 pts
Base rent per square foot	$	20		$	21		(4.8)%
Tenant sales per square foot	$	346		$	357		(3.1)%



Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)⁽¹⁾
July 1, 2017 — July 31, 2017	—	$	—	—	$	1,335
August 1, 2017 — August 31, 2017	—	$	—	—	$	1,335
September 1, 2017 — September 30, 2017	1,173,500	$	63.90	1,173,500	$	1,260