ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
|
|
27-0099920
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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|
Smaller reporting company
|
|
¨
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Class
|
|
Outstanding at May 4, 2015
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Common Stock ($0.001 par value)
|
|
798,636,267 shares
|
|
|
|
|
|
|
Item 1.
|
||
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||
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||
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||
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||
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||
|
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Item 2.
|
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Item 3.
|
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Item 4.
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||
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Item 1.
|
||
Item 1A.
|
||
Item 2.
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Item 6.
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||
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March 31, 2015
|
|
December 31, 2014
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||||
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(In thousands, except share
and per share data)
(Unaudited)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,406,465
|
|
|
$
|
3,506,319
|
|
Restricted cash and cash equivalents
|
6,901
|
|
|
6,566
|
|
||
Accounts receivable, net
|
1,408,381
|
|
|
1,510,772
|
|
||
Inventories
|
42,088
|
|
|
41,674
|
|
||
Prepaid expenses and other
|
122,949
|
|
|
125,168
|
|
||
Total current assets
|
3,986,784
|
|
|
5,190,499
|
|
||
Property and equipment, net
|
15,313,332
|
|
|
15,372,474
|
|
||
Deferred financing costs, net
|
192,411
|
|
|
205,596
|
|
||
Deferred income taxes, net
|
38,285
|
|
|
31,720
|
|
||
Leasehold interests in land, net
|
1,311,454
|
|
|
1,353,090
|
|
||
Intangible assets, net
|
82,094
|
|
|
86,260
|
|
||
Other assets, net
|
121,722
|
|
|
122,052
|
|
||
Total assets
|
$
|
21,046,082
|
|
|
$
|
22,361,691
|
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LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
93,728
|
|
|
$
|
112,721
|
|
Construction payables
|
251,430
|
|
|
270,929
|
|
||
Accrued interest payable
|
8,376
|
|
|
7,943
|
|
||
Other accrued liabilities
|
1,703,514
|
|
|
1,984,444
|
|
||
Deferred income taxes
|
13,609
|
|
|
12,522
|
|
||
Income taxes payable
|
268,085
|
|
|
224,201
|
|
||
Current maturities of long-term debt
|
97,165
|
|
|
99,734
|
|
||
Total current liabilities
|
2,435,907
|
|
|
2,712,494
|
|
||
Other long-term liabilities
|
124,677
|
|
|
124,614
|
|
||
Deferred income taxes
|
179,778
|
|
|
188,935
|
|
||
Deferred proceeds from sale of The Shoppes at The Palazzo
|
268,641
|
|
|
268,710
|
|
||
Deferred gain on sale of The Grand Canal Shoppes
|
37,258
|
|
|
37,968
|
|
||
Deferred rent from mall sale transactions
|
115,105
|
|
|
115,475
|
|
||
Long-term debt
|
9,143,833
|
|
|
9,892,913
|
|
||
Total liabilities
|
12,305,199
|
|
|
13,341,109
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 829,658,423 and 829,280,328 shares issued, 798,636,267 and 798,258,172 shares outstanding
|
830
|
|
|
829
|
|
||
Treasury stock, at cost, 31,022,156 shares
|
(2,237,952
|
)
|
|
(2,237,952
|
)
|
||
Capital in excess of par value
|
6,449,253
|
|
|
6,428,762
|
|
||
Accumulated other comprehensive income (loss)
|
(6,696
|
)
|
|
76,101
|
|
||
Retained earnings
|
2,938,628
|
|
|
2,945,846
|
|
||
Total Las Vegas Sands Corp. stockholders’ equity
|
7,144,063
|
|
|
7,213,586
|
|
||
Noncontrolling interests
|
1,596,820
|
|
|
1,806,996
|
|
||
Total equity
|
8,740,883
|
|
|
9,020,582
|
|
||
Total liabilities and equity
|
$
|
21,046,082
|
|
|
$
|
22,361,691
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except share and per share data)
(Unaudited)
|
||||||
Revenues:
|
|
|
|
||||
Casino
|
$
|
2,376,688
|
|
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$
|
3,372,065
|
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Rooms
|
371,413
|
|
|
400,222
|
|
||
Food and beverage
|
189,411
|
|
|
202,787
|
|
||
Mall
|
127,814
|
|
|
109,031
|
|
||
Convention, retail and other
|
134,137
|
|
|
137,376
|
|
||
|
3,199,463
|
|
|
4,221,481
|
|
||
Less — promotional allowances
|
(187,841
|
)
|
|
(211,097
|
)
|
||
Net revenues
|
3,011,622
|
|
|
4,010,384
|
|
||
Operating expenses:
|
|
|
|
||||
Casino
|
1,334,829
|
|
|
1,867,612
|
|
||
Rooms
|
65,791
|
|
|
64,263
|
|
||
Food and beverage
|
99,247
|
|
|
100,169
|
|
||
Mall
|
15,137
|
|
|
17,363
|
|
||
Convention, retail and other
|
68,257
|
|
|
90,468
|
|
||
Provision for doubtful accounts
|
57,350
|
|
|
61,918
|
|
||
General and administrative
|
324,478
|
|
|
336,499
|
|
||
Corporate
|
45,223
|
|
|
50,677
|
|
||
Pre-opening
|
9,579
|
|
|
4,300
|
|
||
Development
|
1,533
|
|
|
1,692
|
|
||
Depreciation and amortization
|
253,922
|
|
|
261,047
|
|
||
Amortization of leasehold interests in land
|
9,838
|
|
|
10,026
|
|
||
Loss on disposal of assets
|
15,323
|
|
|
525
|
|
||
|
2,300,507
|
|
|
2,866,559
|
|
||
Operating income
|
711,115
|
|
|
1,143,825
|
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
6,378
|
|
|
5,803
|
|
||
Interest expense, net of amounts capitalized
|
(66,255
|
)
|
|
(71,126
|
)
|
||
Other income (expense)
|
15,465
|
|
|
(4,657
|
)
|
||
Loss on modification or early retirement of debt
|
—
|
|
|
(17,964
|
)
|
||
Income before income taxes
|
666,703
|
|
|
1,055,881
|
|
||
Income tax expense
|
(55,665
|
)
|
|
(59,153
|
)
|
||
Net income
|
611,038
|
|
|
996,728
|
|
||
Net income attributable to noncontrolling interests
|
(99,115
|
)
|
|
(220,543
|
)
|
||
Net income attributable to Las Vegas Sands Corp.
|
$
|
511,923
|
|
|
$
|
776,185
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.64
|
|
|
$
|
0.95
|
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.95
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
797,935,314
|
|
|
814,766,709
|
|
||
Diluted
|
798,877,040
|
|
|
817,537,615
|
|
||
Dividends declared per common share
|
$
|
0.65
|
|
|
$
|
0.50
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
(Unaudited)
|
||||||
Net income
|
$
|
611,038
|
|
|
$
|
996,728
|
|
Currency translation adjustment, before and after tax
|
(82,299
|
)
|
|
10,223
|
|
||
Total comprehensive income
|
528,739
|
|
|
1,006,951
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(99,613
|
)
|
|
(219,918
|
)
|
||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
429,126
|
|
|
$
|
787,033
|
|
|
Las Vegas Sands Corp. Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Treasury
Stock |
|
Capital in
Excess of
Par Value
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
|
(In thousands)
(Unaudited)
|
||||||||||||||||||||||||||
Balance at January 1, 2014
|
$
|
827
|
|
|
$
|
(570,520
|
)
|
|
$
|
6,348,065
|
|
|
$
|
173,783
|
|
|
$
|
1,713,339
|
|
|
$
|
1,835,035
|
|
|
$
|
9,500,529
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
776,185
|
|
|
220,543
|
|
|
996,728
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
10,848
|
|
|
—
|
|
|
(625
|
)
|
|
10,223
|
|
|||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
30,503
|
|
|
—
|
|
|
—
|
|
|
1,610
|
|
|
32,115
|
|
|||||||
Tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
4,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,112
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,480
|
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
17,092
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(810,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(810,009
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405,807
|
)
|
|
(509,391
|
)
|
|
(915,198
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,579
|
)
|
|
(2,579
|
)
|
|||||||
Balance at March 31, 2014
|
$
|
829
|
|
|
$
|
(1,380,529
|
)
|
|
$
|
6,398,160
|
|
|
$
|
184,631
|
|
|
$
|
2,083,717
|
|
|
$
|
1,546,205
|
|
|
$
|
8,833,013
|
|
Balance at January 1, 2015
|
$
|
829
|
|
|
$
|
(2,237,952
|
)
|
|
$
|
6,428,762
|
|
|
$
|
76,101
|
|
|
$
|
2,945,846
|
|
|
$
|
1,806,996
|
|
|
$
|
9,020,582
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511,923
|
|
|
99,115
|
|
|
611,038
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,797
|
)
|
|
—
|
|
|
498
|
|
|
(82,299
|
)
|
|||||||
Exercise of stock options
|
1
|
|
|
—
|
|
|
5,024
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
6,138
|
|
|||||||
Tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
3,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,927
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,540
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
12,373
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(519,141
|
)
|
|
(308,083
|
)
|
|
(827,224
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,652
|
)
|
|
(3,652
|
)
|
|||||||
Balance at March 31, 2015
|
$
|
830
|
|
|
$
|
(2,237,952
|
)
|
|
$
|
6,449,253
|
|
|
$
|
(6,696
|
)
|
|
$
|
2,938,628
|
|
|
$
|
1,596,820
|
|
|
$
|
8,740,883
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
611,038
|
|
|
$
|
996,728
|
|
Adjustments to reconcile net income to net cash generated from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
253,922
|
|
|
261,047
|
|
||
Amortization of leasehold interests in land
|
9,838
|
|
|
10,026
|
|
||
Amortization of deferred financing costs and original issue discount
|
10,739
|
|
|
14,562
|
|
||
Amortization of deferred gain on and rent from mall sale transactions
|
(1,080
|
)
|
|
(1,236
|
)
|
||
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
|
141
|
|
|
245
|
|
||
Non-cash loss on modification or early retirement of debt
|
—
|
|
|
13,467
|
|
||
Loss on disposal of assets
|
15,323
|
|
|
525
|
|
||
Stock-based compensation expense
|
12,201
|
|
|
16,102
|
|
||
Provision for doubtful accounts
|
57,350
|
|
|
61,918
|
|
||
Foreign exchange (gain) loss
|
(12,366
|
)
|
|
951
|
|
||
Excess tax benefits from stock-based compensation
|
(4,335
|
)
|
|
(4,112
|
)
|
||
Deferred income taxes
|
(10,040
|
)
|
|
(9,248
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
20,321
|
|
|
(77,087
|
)
|
||
Inventories
|
(650
|
)
|
|
600
|
|
||
Prepaid expenses and other
|
272
|
|
|
(6,050
|
)
|
||
Leasehold interests in land
|
(1,065
|
)
|
|
—
|
|
||
Accounts payable
|
(18,156
|
)
|
|
12,373
|
|
||
Accrued interest payable
|
712
|
|
|
(5,097
|
)
|
||
Income taxes payable
|
58,509
|
|
|
60,774
|
|
||
Other accrued liabilities
|
(268,379
|
)
|
|
(213,861
|
)
|
||
Net cash generated from operating activities
|
734,295
|
|
|
1,132,627
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Change in restricted cash and cash equivalents
|
(332
|
)
|
|
948
|
|
||
Capital expenditures
|
(367,336
|
)
|
|
(251,727
|
)
|
||
Proceeds from disposal of property and equipment
|
417
|
|
|
541
|
|
||
Net cash used in investing activities
|
(367,251
|
)
|
|
(250,238
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
6,138
|
|
|
32,115
|
|
||
Excess tax benefits from stock-based compensation
|
4,335
|
|
|
4,112
|
|
||
Repurchase of common stock
|
—
|
|
|
(734,363
|
)
|
||
Dividends paid
|
(826,960
|
)
|
|
(915,072
|
)
|
||
Distributions to noncontrolling interests
|
(3,652
|
)
|
|
(2,579
|
)
|
||
Proceeds from long-term debt (Note 3)
|
—
|
|
|
1,319,725
|
|
||
Repayments on long-term debt (Note 3)
|
(624,950
|
)
|
|
(828,063
|
)
|
||
Payments of deferred financing costs
|
—
|
|
|
(57,255
|
)
|
||
Net cash used in financing activities
|
(1,445,089
|
)
|
|
(1,181,380
|
)
|
||
Effect of exchange rate on cash
|
(21,809
|
)
|
|
1,979
|
|
||
Decrease in cash and cash equivalents
|
(1,099,854
|
)
|
|
(297,012
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,506,319
|
|
|
3,600,414
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,406,465
|
|
|
$
|
3,303,402
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
(Unaudited) |
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
51,285
|
|
|
$
|
57,835
|
|
Cash payments for taxes, net of refunds
|
$
|
6,410
|
|
|
$
|
6,788
|
|
Change in construction payables
|
$
|
(19,499
|
)
|
|
$
|
(23,708
|
)
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capitalized stock-based compensation costs
|
$
|
172
|
|
|
$
|
990
|
|
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities
|
$
|
264
|
|
|
$
|
126
|
|
Change in common stock repurchase payable included in other accrued liabilities
|
$
|
—
|
|
|
$
|
75,646
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Land and improvements
|
$
|
548,859
|
|
|
$
|
551,625
|
|
Building and improvements
|
15,046,535
|
|
|
15,187,427
|
|
||
Furniture, fixtures, equipment and leasehold improvements
|
3,088,446
|
|
|
3,065,859
|
|
||
Transportation
|
454,837
|
|
|
454,278
|
|
||
Construction in progress
|
2,057,504
|
|
|
1,796,554
|
|
||
|
21,196,181
|
|
|
21,055,743
|
|
||
Less — accumulated depreciation and amortization
|
(5,882,849
|
)
|
|
(5,683,269
|
)
|
||
|
$
|
15,313,332
|
|
|
$
|
15,372,474
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
The Parisian Macao
|
$
|
916,255
|
|
|
$
|
749,176
|
|
Four Seasons Macao (principally the Four Seasons Apartments)
|
418,452
|
|
|
417,920
|
|
||
Sands Cotai Central
|
398,202
|
|
|
289,518
|
|
||
Other
|
324,595
|
|
|
339,940
|
|
||
|
$
|
2,057,504
|
|
|
$
|
1,796,554
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Corporate and U.S. Related:
|
|
|
|
||||
2013 U.S. Credit Facility — Term B (net of original issue discount of $9,241 and $9,643, respectively)
|
$
|
2,212,634
|
|
|
$
|
2,217,857
|
|
2013 U.S. Credit Facility — Revolving
|
860,000
|
|
|
1,020,000
|
|
||
Airplane Financings
|
62,750
|
|
|
63,671
|
|
||
HVAC Equipment Lease
|
16,243
|
|
|
16,619
|
|
||
Other
|
219
|
|
|
401
|
|
||
Macao Related:
|
|
|
|
||||
2011 VML Credit Facility — Extended Term
|
2,388,858
|
|
|
2,388,244
|
|
||
2011 VML Credit Facility — Extended Revolving
|
379,864
|
|
|
820,024
|
|
||
Other
|
5,346
|
|
|
5,694
|
|
||
Singapore Related:
|
|
|
|
||||
2012 Singapore Credit Facility — Term
|
3,315,084
|
|
|
3,460,137
|
|
||
|
9,240,998
|
|
|
9,992,647
|
|
||
Less — current maturities
|
(97,165
|
)
|
|
(99,734
|
)
|
||
Total long-term debt
|
$
|
9,143,833
|
|
|
$
|
9,892,913
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Proceeds from 2011 VML Credit Facility
|
$
|
—
|
|
|
$
|
819,725
|
|
Proceeds from 2013 U.S. Credit Facility
|
—
|
|
|
500,000
|
|
||
|
$
|
—
|
|
|
$
|
1,319,725
|
|
Repayments on 2011 VML Credit Facility
|
$
|
(440,416
|
)
|
|
$
|
(819,680
|
)
|
Repayments on 2013 U.S. Credit Facility
|
(165,625
|
)
|
|
(5,625
|
)
|
||
Repayments on 2012 Singapore Credit Facility
|
(17,082
|
)
|
|
—
|
|
||
Repayments on Airplane Financings
|
(922
|
)
|
|
(922
|
)
|
||
Repayments on HVAC Equipment Lease and Other Long-Term Debt
|
(905
|
)
|
|
(1,836
|
)
|
||
|
$
|
(624,950
|
)
|
|
$
|
(828,063
|
)
|
|
Three Months Ended
March 31, |
||||
|
2015
|
|
2014
|
||
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
|
797,935,314
|
|
|
814,766,709
|
|
Potential dilution from stock options, warrants and restricted stock and stock units
|
941,726
|
|
|
2,770,906
|
|
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
|
798,877,040
|
|
|
817,537,615
|
|
Antidilutive stock options excluded from the calculation of diluted earnings per share
|
5,925,307
|
|
|
627,034
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Compensation expense:
|
|
|
|
||||
Stock options
|
$
|
8,995
|
|
|
$
|
8,830
|
|
Restricted stock and stock units
|
3,206
|
|
|
7,272
|
|
||
|
$
|
12,201
|
|
|
$
|
16,102
|
|
Compensation cost capitalized as part of property and equipment
|
$
|
172
|
|
|
$
|
990
|
|
LVSC 2004 Plan:
|
|
|
|
||||
Stock options granted
|
308
|
|
|
55
|
|
||
Weighted average grant date fair value
|
$
|
12.35
|
|
|
$
|
33.08
|
|
Restricted stock granted
|
22
|
|
|
24
|
|
||
Weighted average grant date fair value
|
$
|
55.41
|
|
|
$
|
75.26
|
|
Restricted stock units granted
|
—
|
|
|
—
|
|
||
Weighted average grant date fair value
|
$
|
—
|
|
|
$
|
—
|
|
SCL Equity Plan:
|
|
|
|
||||
Stock options granted
|
648
|
|
|
5,841
|
|
||
Weighted average grant date fair value
|
$
|
1.06
|
|
|
$
|
3.66
|
|
Restricted stock units granted
|
119
|
|
|
189
|
|
||
Weighted average grant date fair value
|
$
|
4.90
|
|
|
$
|
7.37
|
|
|
Three Months Ended
March 31, |
||||
|
2015
|
|
2014
|
||
LVSC 2004 Plan:
|
|
|
|
||
Weighted average volatility
|
38.0
|
%
|
|
60.4
|
%
|
Expected term (in years)
|
5.8
|
|
|
5.5
|
|
Risk-free rate
|
1.3
|
%
|
|
1.7
|
%
|
Expected dividends
|
4.7
|
%
|
|
2.7
|
%
|
SCL Equity Plan:
|
|
|
|
||
Weighted average volatility
|
44.6
|
%
|
|
65.6
|
%
|
Expected term (in years)
|
4.0
|
|
|
6.3
|
|
Risk-free rate
|
1.0
|
%
|
|
1.3
|
%
|
Expected dividends
|
5.5
|
%
|
|
2.9
|
%
|
(1)
|
The Company has short-term investments classified as cash equivalents as the original maturities are
less than 90 days
.
|
(2)
|
As of
March 31, 2015
and
December 31, 2014
, the Company had
4
interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
|
•
|
do not have a material impact on the financial statements of the Company;
|
•
|
do not warrant any restatement of the Company’s past financial statements; and
|
•
|
do not represent a material weakness in the Company’s internal controls over financial reporting as of
March 31, 2015
.
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net Revenues
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
787,191
|
|
|
$
|
1,184,591
|
|
Sands Cotai Central
|
571,764
|
|
|
827,583
|
|
||
Four Seasons Macao
|
161,251
|
|
|
370,016
|
|
||
Sands Macao
|
225,371
|
|
|
313,961
|
|
||
Other Asia
|
35,479
|
|
|
35,161
|
|
||
|
1,781,056
|
|
|
2,731,312
|
|
||
Marina Bay Sands
|
784,816
|
|
|
835,423
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
376,383
|
|
|
382,658
|
|
||
Sands Bethlehem
|
127,699
|
|
|
117,183
|
|
||
|
504,082
|
|
|
499,841
|
|
||
Intersegment eliminations
|
(58,332
|
)
|
|
(56,192
|
)
|
||
Total net revenues
|
$
|
3,011,622
|
|
|
$
|
4,010,384
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Intersegment Revenues
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
1,493
|
|
|
$
|
1,127
|
|
Sands Cotai Central
|
78
|
|
|
69
|
|
||
Other Asia
|
10,212
|
|
|
9,866
|
|
||
|
11,783
|
|
|
11,062
|
|
||
Marina Bay Sands
|
2,799
|
|
|
2,874
|
|
||
Las Vegas Operating Properties
|
43,750
|
|
|
42,256
|
|
||
Total intersegment revenues
|
$
|
58,332
|
|
|
$
|
56,192
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Adjusted Property EBITDA
(1)
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
269,942
|
|
|
$
|
470,084
|
|
Sands Cotai Central
|
155,910
|
|
|
265,206
|
|
||
Four Seasons Macao
|
44,472
|
|
|
113,041
|
|
||
Sands Macao
|
57,378
|
|
|
91,438
|
|
||
Other Asia
|
3,532
|
|
|
(1,414
|
)
|
||
|
531,234
|
|
|
938,355
|
|
||
Marina Bay Sands
|
415,272
|
|
|
435,161
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
74,109
|
|
|
79,652
|
|
||
Sands Bethlehem
|
29,893
|
|
|
26,531
|
|
||
|
104,002
|
|
|
106,183
|
|
||
Total adjusted property EBITDA
|
1,050,508
|
|
|
1,479,699
|
|
||
Other Operating Costs and Expenses
|
|
|
|
||||
Stock-based compensation
|
(3,975
|
)
|
|
(7,607
|
)
|
||
Corporate
|
(45,223
|
)
|
|
(50,677
|
)
|
||
Pre-opening
|
(9,579
|
)
|
|
(4,300
|
)
|
||
Development
|
(1,533
|
)
|
|
(1,692
|
)
|
||
Depreciation and amortization
|
(253,922
|
)
|
|
(261,047
|
)
|
||
Amortization of leasehold interests in land
|
(9,838
|
)
|
|
(10,026
|
)
|
||
Loss on disposal of assets
|
(15,323
|
)
|
|
(525
|
)
|
||
Operating income
|
711,115
|
|
|
1,143,825
|
|
||
Other Non-Operating Costs and Expenses
|
|
|
|
||||
Interest income
|
6,378
|
|
|
5,803
|
|
||
Interest expense, net of amounts capitalized
|
(66,255
|
)
|
|
(71,126
|
)
|
||
Other income (expense)
|
15,465
|
|
|
(4,657
|
)
|
||
Loss on modification or early retirement of debt
|
—
|
|
|
(17,964
|
)
|
||
Income tax expense
|
(55,665
|
)
|
|
(59,153
|
)
|
||
Net income
|
$
|
611,038
|
|
|
$
|
996,728
|
|
(1)
|
Adjusted property EBITDA is net income before intersegment royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Capital Expenditures
|
|
|
|
||||
Corporate and Other
|
$
|
2,691
|
|
|
$
|
10,016
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
24,055
|
|
|
24,816
|
|
||
Sands Cotai Central
|
123,416
|
|
|
76,060
|
|
||
Four Seasons Macao
|
5,295
|
|
|
6,773
|
|
||
Sands Macao
|
9,594
|
|
|
6,784
|
|
||
Other Asia
|
592
|
|
|
300
|
|
||
The Parisian Macao
|
163,549
|
|
|
95,449
|
|
||
|
326,501
|
|
|
210,182
|
|
||
Marina Bay Sands
|
23,465
|
|
|
12,690
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
11,578
|
|
|
15,782
|
|
||
Sands Bethlehem
|
3,101
|
|
|
3,057
|
|
||
|
14,679
|
|
|
18,839
|
|
||
Total capital expenditures
|
$
|
367,336
|
|
|
$
|
251,727
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total Assets
|
|
|
|
||||
Corporate and Other
|
$
|
622,707
|
|
|
$
|
613,683
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
2,963,369
|
|
|
3,900,921
|
|
||
Sands Cotai Central
|
4,256,853
|
|
|
4,761,907
|
|
||
Four Seasons Macao
|
1,094,304
|
|
|
1,157,502
|
|
||
Sands Macao
|
427,220
|
|
|
414,689
|
|
||
Other Asia
|
301,784
|
|
|
304,463
|
|
||
The Parisian Macao
|
972,213
|
|
|
805,220
|
|
||
Other Development Projects
|
78
|
|
|
91
|
|
||
|
10,015,821
|
|
|
11,344,793
|
|
||
Marina Bay Sands
|
5,931,768
|
|
|
6,106,397
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
3,815,385
|
|
|
3,623,808
|
|
||
Sands Bethlehem
|
660,401
|
|
|
673,010
|
|
||
|
4,475,786
|
|
|
4,296,818
|
|
||
Total assets
|
$
|
21,046,082
|
|
|
$
|
22,361,691
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total Long-Lived Assets
|
|
|
|
||||
Corporate and Other
|
$
|
351,479
|
|
|
$
|
357,071
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
1,861,725
|
|
|
1,893,032
|
|
||
Sands Cotai Central
|
3,860,061
|
|
|
3,814,699
|
|
||
Four Seasons Macao
|
924,894
|
|
|
932,034
|
|
||
Sands Macao
|
283,096
|
|
|
286,640
|
|
||
Other Asia
|
175,491
|
|
|
177,335
|
|
||
The Parisian Macao
|
970,884
|
|
|
804,328
|
|
||
|
8,076,151
|
|
|
7,908,068
|
|
||
Marina Bay Sands
|
4,646,755
|
|
|
4,874,263
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
2,993,663
|
|
|
3,024,380
|
|
||
Sands Bethlehem
|
556,738
|
|
|
561,782
|
|
||
|
3,550,401
|
|
|
3,586,162
|
|
||
Total long-lived assets
|
$
|
16,624,786
|
|
|
$
|
16,725,564
|
|
|
LVSC
(Non-Guarantor
Parent)
|
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
117,883
|
|
|
$
|
549,114
|
|
|
$
|
1,739,468
|
|
|
$
|
—
|
|
|
$
|
2,406,465
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
6,901
|
|
|
—
|
|
|
6,901
|
|
|||||
Intercompany receivables
|
488,031
|
|
|
268,479
|
|
|
—
|
|
|
(756,510
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
—
|
|
|
372,722
|
|
|
(372,722
|
)
|
|
—
|
|
|||||
Accounts receivable, net
|
951
|
|
|
279,324
|
|
|
1,128,106
|
|
|
—
|
|
|
1,408,381
|
|
|||||
Inventories
|
6,097
|
|
|
11,428
|
|
|
24,563
|
|
|
—
|
|
|
42,088
|
|
|||||
Deferred income taxes, net
|
6,426
|
|
|
31,505
|
|
|
695
|
|
|
(38,626
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
25,929
|
|
|
14,100
|
|
|
85,494
|
|
|
(2,574
|
)
|
|
122,949
|
|
|||||
Total current assets
|
645,317
|
|
|
1,153,950
|
|
|
3,357,949
|
|
|
(1,170,432
|
)
|
|
3,986,784
|
|
|||||
Property and equipment, net
|
126,114
|
|
|
2,949,106
|
|
|
12,238,112
|
|
|
—
|
|
|
15,313,332
|
|
|||||
Investments in subsidiaries
|
6,884,048
|
|
|
5,295,138
|
|
|
—
|
|
|
(12,179,186
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
108
|
|
|
23,757
|
|
|
168,546
|
|
|
—
|
|
|
192,411
|
|
|||||
Intercompany receivables
|
215
|
|
|
38,763
|
|
|
—
|
|
|
(38,978
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
1,297,676
|
|
|
—
|
|
|
(1,297,676
|
)
|
|
—
|
|
|||||
Deferred income taxes, net
|
—
|
|
|
—
|
|
|
136,641
|
|
|
(98,356
|
)
|
|
38,285
|
|
|||||
Leasehold interests in land, net
|
—
|
|
|
—
|
|
|
1,311,454
|
|
|
—
|
|
|
1,311,454
|
|
|||||
Intangible assets, net
|
690
|
|
|
—
|
|
|
81,404
|
|
|
—
|
|
|
82,094
|
|
|||||
Other assets, net
|
415
|
|
|
23,523
|
|
|
97,784
|
|
|
—
|
|
|
121,722
|
|
|||||
Total assets
|
$
|
7,656,907
|
|
|
$
|
10,781,913
|
|
|
$
|
17,391,890
|
|
|
$
|
(14,784,628
|
)
|
|
$
|
21,046,082
|
|
Accounts payable
|
$
|
4,794
|
|
|
$
|
26,774
|
|
|
$
|
62,160
|
|
|
$
|
—
|
|
|
$
|
93,728
|
|
Construction payables
|
16
|
|
|
5,202
|
|
|
246,212
|
|
|
—
|
|
|
251,430
|
|
|||||
Intercompany payables
|
—
|
|
|
460,535
|
|
|
295,975
|
|
|
(756,510
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
372,722
|
|
|
—
|
|
|
—
|
|
|
(372,722
|
)
|
|
—
|
|
|||||
Accrued interest payable
|
75
|
|
|
890
|
|
|
7,411
|
|
|
—
|
|
|
8,376
|
|
|||||
Other accrued liabilities
|
16,746
|
|
|
215,558
|
|
|
1,471,210
|
|
|
—
|
|
|
1,703,514
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
52,235
|
|
|
(38,626
|
)
|
|
13,609
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
270,659
|
|
|
(2,574
|
)
|
|
268,085
|
|
|||||
Current maturities of long-term debt
|
3,688
|
|
|
24,057
|
|
|
69,420
|
|
|
—
|
|
|
97,165
|
|
|||||
Total current liabilities
|
398,041
|
|
|
733,016
|
|
|
2,475,282
|
|
|
(1,170,432
|
)
|
|
2,435,907
|
|
|||||
Other long-term liabilities
|
3,001
|
|
|
9,048
|
|
|
112,628
|
|
|
—
|
|
|
124,677
|
|
|||||
Intercompany payables
|
—
|
|
|
—
|
|
|
38,978
|
|
|
(38,978
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
1,297,676
|
|
|
(1,297,676
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
52,740
|
|
|
45,616
|
|
|
179,778
|
|
|
(98,356
|
)
|
|
179,778
|
|
|||||
Deferred amounts related to mall sale transactions
|
—
|
|
|
421,004
|
|
|
—
|
|
|
—
|
|
|
421,004
|
|
|||||
Long-term debt
|
59,062
|
|
|
3,065,039
|
|
|
6,019,732
|
|
|
—
|
|
|
9,143,833
|
|
|||||
Total liabilities
|
512,844
|
|
|
4,273,723
|
|
|
10,124,074
|
|
|
(2,605,442
|
)
|
|
12,305,199
|
|
|||||
Total Las Vegas Sands Corp. stockholders’ equity
|
7,144,063
|
|
|
6,507,785
|
|
|
5,671,401
|
|
|
(12,179,186
|
)
|
|
7,144,063
|
|
|||||
Noncontrolling interests
|
—
|
|
|
405
|
|
|
1,596,415
|
|
|
—
|
|
|
1,596,820
|
|
|||||
Total equity
|
7,144,063
|
|
|
6,508,190
|
|
|
7,267,816
|
|
|
(12,179,186
|
)
|
|
8,740,883
|
|
|||||
Total liabilities and equity
|
$
|
7,656,907
|
|
|
$
|
10,781,913
|
|
|
$
|
17,391,890
|
|
|
$
|
(14,784,628
|
)
|
|
$
|
21,046,082
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
114,125
|
|
|
$
|
345,399
|
|
|
$
|
3,046,795
|
|
|
$
|
—
|
|
|
$
|
3,506,319
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
6,566
|
|
|
—
|
|
|
6,566
|
|
|||||
Intercompany receivables
|
431,754
|
|
|
255,371
|
|
|
—
|
|
|
(687,125
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
—
|
|
|
370,836
|
|
|
(370,836
|
)
|
|
—
|
|
|||||
Accounts receivable, net
|
15,144
|
|
|
270,838
|
|
|
1,224,790
|
|
|
—
|
|
|
1,510,772
|
|
|||||
Inventories
|
5,238
|
|
|
10,745
|
|
|
25,691
|
|
|
—
|
|
|
41,674
|
|
|||||
Deferred income taxes, net
|
6,803
|
|
|
31,240
|
|
|
1,196
|
|
|
(39,239
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
26,210
|
|
|
11,889
|
|
|
87,530
|
|
|
(461
|
)
|
|
125,168
|
|
|||||
Total current assets
|
599,274
|
|
|
925,482
|
|
|
4,763,404
|
|
|
(1,097,661
|
)
|
|
5,190,499
|
|
|||||
Property and equipment, net
|
130,155
|
|
|
2,979,485
|
|
|
12,262,834
|
|
|
—
|
|
|
15,372,474
|
|
|||||
Investments in subsidiaries
|
7,010,357
|
|
|
5,864,848
|
|
|
—
|
|
|
(12,875,205
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
123
|
|
|
25,153
|
|
|
180,320
|
|
|
—
|
|
|
205,596
|
|
|||||
Intercompany receivables
|
226
|
|
|
38,763
|
|
|
—
|
|
|
(38,989
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
1,250,544
|
|
|
—
|
|
|
(1,250,544
|
)
|
|
—
|
|
|||||
Deferred income taxes, net
|
—
|
|
|
—
|
|
|
127,963
|
|
|
(96,243
|
)
|
|
31,720
|
|
|||||
Leasehold interests in land, net
|
—
|
|
|
—
|
|
|
1,353,090
|
|
|
—
|
|
|
1,353,090
|
|
|||||
Intangible assets, net
|
690
|
|
|
—
|
|
|
85,570
|
|
|
—
|
|
|
86,260
|
|
|||||
Other assets, net
|
714
|
|
|
19,736
|
|
|
101,602
|
|
|
—
|
|
|
122,052
|
|
|||||
Total assets
|
$
|
7,741,539
|
|
|
$
|
11,104,011
|
|
|
$
|
18,874,783
|
|
|
$
|
(15,358,642
|
)
|
|
$
|
22,361,691
|
|
Accounts payable
|
$
|
8,065
|
|
|
$
|
25,489
|
|
|
$
|
79,167
|
|
|
$
|
—
|
|
|
$
|
112,721
|
|
Construction payables
|
156
|
|
|
4,001
|
|
|
266,772
|
|
|
—
|
|
|
270,929
|
|
|||||
Intercompany payables
|
—
|
|
|
430,596
|
|
|
256,529
|
|
|
(687,125
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
370,836
|
|
|
—
|
|
|
—
|
|
|
(370,836
|
)
|
|
—
|
|
|||||
Accrued interest payable
|
76
|
|
|
1,030
|
|
|
6,837
|
|
|
—
|
|
|
7,943
|
|
|||||
Other accrued liabilities
|
31,050
|
|
|
233,781
|
|
|
1,719,613
|
|
|
—
|
|
|
1,984,444
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
51,761
|
|
|
(39,239
|
)
|
|
12,522
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
224,662
|
|
|
(461
|
)
|
|
224,201
|
|
|||||
Current maturities of long-term debt
|
3,688
|
|
|
24,224
|
|
|
71,822
|
|
|
—
|
|
|
99,734
|
|
|||||
Total current liabilities
|
413,871
|
|
|
719,121
|
|
|
2,677,163
|
|
|
(1,097,661
|
)
|
|
2,712,494
|
|
|||||
Other long-term liabilities
|
3,014
|
|
|
9,255
|
|
|
112,345
|
|
|
—
|
|
|
124,614
|
|
|||||
Intercompany payables
|
—
|
|
|
—
|
|
|
38,989
|
|
|
(38,989
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
1,250,544
|
|
|
(1,250,544
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
51,085
|
|
|
45,158
|
|
|
188,935
|
|
|
(96,243
|
)
|
|
188,935
|
|
|||||
Deferred amounts related to mall sale transactions
|
—
|
|
|
422,153
|
|
|
—
|
|
|
—
|
|
|
422,153
|
|
|||||
Long-term debt
|
59,983
|
|
|
3,230,653
|
|
|
6,602,277
|
|
|
—
|
|
|
9,892,913
|
|
|||||
Total liabilities
|
527,953
|
|
|
4,426,340
|
|
|
10,870,253
|
|
|
(2,483,437
|
)
|
|
13,341,109
|
|
|||||
Total Las Vegas Sands Corp. stockholders’ equity
|
7,213,586
|
|
|
6,677,266
|
|
|
6,197,939
|
|
|
(12,875,205
|
)
|
|
7,213,586
|
|
|||||
Noncontrolling interests
|
—
|
|
|
405
|
|
|
1,806,591
|
|
|
—
|
|
|
1,806,996
|
|
|||||
Total equity
|
7,213,586
|
|
|
6,677,671
|
|
|
8,004,530
|
|
|
(12,875,205
|
)
|
|
9,020,582
|
|
|||||
Total liabilities and equity
|
$
|
7,741,539
|
|
|
$
|
11,104,011
|
|
|
$
|
18,874,783
|
|
|
$
|
(15,358,642
|
)
|
|
$
|
22,361,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
$
|
—
|
|
|
$
|
111,787
|
|
|
$
|
2,264,901
|
|
|
$
|
—
|
|
|
$
|
2,376,688
|
|
Rooms
|
—
|
|
|
130,557
|
|
|
240,856
|
|
|
—
|
|
|
371,413
|
|
|||||
Food and beverage
|
—
|
|
|
53,948
|
|
|
135,463
|
|
|
—
|
|
|
189,411
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
127,814
|
|
|
—
|
|
|
127,814
|
|
|||||
Convention, retail and other
|
—
|
|
|
88,619
|
|
|
94,389
|
|
|
(48,871
|
)
|
|
134,137
|
|
|||||
|
—
|
|
|
384,911
|
|
|
2,863,423
|
|
|
(48,871
|
)
|
|
3,199,463
|
|
|||||
Less — promotional allowances
|
(180
|
)
|
|
(21,332
|
)
|
|
(165,526
|
)
|
|
(803
|
)
|
|
(187,841
|
)
|
|||||
Net revenues
|
(180
|
)
|
|
363,579
|
|
|
2,697,897
|
|
|
(49,674
|
)
|
|
3,011,622
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
—
|
|
|
76,968
|
|
|
1,258,820
|
|
|
(959
|
)
|
|
1,334,829
|
|
|||||
Rooms
|
—
|
|
|
36,902
|
|
|
28,889
|
|
|
—
|
|
|
65,791
|
|
|||||
Food and beverage
|
—
|
|
|
27,739
|
|
|
72,486
|
|
|
(978
|
)
|
|
99,247
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
15,137
|
|
|
—
|
|
|
15,137
|
|
|||||
Convention, retail and other
|
—
|
|
|
23,317
|
|
|
52,493
|
|
|
(7,553
|
)
|
|
68,257
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
9,272
|
|
|
48,078
|
|
|
—
|
|
|
57,350
|
|
|||||
General and administrative
|
—
|
|
|
77,113
|
|
|
247,693
|
|
|
(328
|
)
|
|
324,478
|
|
|||||
Corporate
|
37,766
|
|
|
61
|
|
|
47,238
|
|
|
(39,842
|
)
|
|
45,223
|
|
|||||
Pre-opening
|
—
|
|
|
—
|
|
|
9,580
|
|
|
(1
|
)
|
|
9,579
|
|
|||||
Development
|
1,546
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
1,533
|
|
|||||
Depreciation and amortization
|
6,592
|
|
|
41,395
|
|
|
205,935
|
|
|
—
|
|
|
253,922
|
|
|||||
Amortization of leasehold interests in land
|
—
|
|
|
—
|
|
|
9,838
|
|
|
—
|
|
|
9,838
|
|
|||||
Loss on disposal of assets
|
—
|
|
|
244
|
|
|
15,079
|
|
|
—
|
|
|
15,323
|
|
|||||
|
45,904
|
|
|
293,011
|
|
|
2,011,266
|
|
|
(49,674
|
)
|
|
2,300,507
|
|
|||||
Operating income (loss)
|
(46,084
|
)
|
|
70,568
|
|
|
686,631
|
|
|
—
|
|
|
711,115
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
59
|
|
|
48,128
|
|
|
8,142
|
|
|
(49,951
|
)
|
|
6,378
|
|
|||||
Interest expense, net of amounts capitalized
|
(2,178
|
)
|
|
(28,554
|
)
|
|
(85,474
|
)
|
|
49,951
|
|
|
(66,255
|
)
|
|||||
Other income
|
—
|
|
|
979
|
|
|
14,486
|
|
|
—
|
|
|
15,465
|
|
|||||
Income from equity investments in subsidiaries
|
506,016
|
|
|
407,133
|
|
|
—
|
|
|
(913,149
|
)
|
|
—
|
|
|||||
Income before income taxes
|
457,813
|
|
|
498,254
|
|
|
623,785
|
|
|
(913,149
|
)
|
|
666,703
|
|
|||||
Income tax benefit (expense)
|
54,110
|
|
|
(32,706
|
)
|
|
(77,069
|
)
|
|
—
|
|
|
(55,665
|
)
|
|||||
Net income
|
511,923
|
|
|
465,548
|
|
|
546,716
|
|
|
(913,149
|
)
|
|
611,038
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(894
|
)
|
|
(98,221
|
)
|
|
—
|
|
|
(99,115
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
511,923
|
|
|
$
|
464,654
|
|
|
$
|
448,495
|
|
|
$
|
(913,149
|
)
|
|
$
|
511,923
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
$
|
—
|
|
|
$
|
109,790
|
|
|
$
|
3,262,275
|
|
|
$
|
—
|
|
|
$
|
3,372,065
|
|
Rooms
|
—
|
|
|
135,713
|
|
|
264,509
|
|
|
—
|
|
|
400,222
|
|
|||||
Food and beverage
|
—
|
|
|
59,537
|
|
|
143,250
|
|
|
—
|
|
|
202,787
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
109,031
|
|
|
—
|
|
|
109,031
|
|
|||||
Convention, retail and other
|
—
|
|
|
88,410
|
|
|
96,442
|
|
|
(47,476
|
)
|
|
137,376
|
|
|||||
|
—
|
|
|
393,450
|
|
|
3,875,507
|
|
|
(47,476
|
)
|
|
4,221,481
|
|
|||||
Less — promotional allowances
|
(393
|
)
|
|
(21,804
|
)
|
|
(188,301
|
)
|
|
(599
|
)
|
|
(211,097
|
)
|
|||||
Net revenues
|
(393
|
)
|
|
371,646
|
|
|
3,687,206
|
|
|
(48,075
|
)
|
|
4,010,384
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
—
|
|
|
72,219
|
|
|
1,796,239
|
|
|
(846
|
)
|
|
1,867,612
|
|
|||||
Rooms
|
—
|
|
|
36,020
|
|
|
28,243
|
|
|
—
|
|
|
64,263
|
|
|||||
Food and beverage
|
—
|
|
|
28,227
|
|
|
73,019
|
|
|
(1,077
|
)
|
|
100,169
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
17,363
|
|
|
—
|
|
|
17,363
|
|
|||||
Convention, retail and other
|
—
|
|
|
31,154
|
|
|
67,280
|
|
|
(7,966
|
)
|
|
90,468
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
6,604
|
|
|
55,314
|
|
|
—
|
|
|
61,918
|
|
|||||
General and administrative
|
—
|
|
|
82,025
|
|
|
254,733
|
|
|
(259
|
)
|
|
336,499
|
|
|||||
Corporate
|
46,935
|
|
|
229
|
|
|
41,436
|
|
|
(37,923
|
)
|
|
50,677
|
|
|||||
Pre-opening
|
—
|
|
|
97
|
|
|
4,203
|
|
|
—
|
|
|
4,300
|
|
|||||
Development
|
1,637
|
|
|
—
|
|
|
59
|
|
|
(4
|
)
|
|
1,692
|
|
|||||
Depreciation and amortization
|
7,371
|
|
|
46,508
|
|
|
207,168
|
|
|
—
|
|
|
261,047
|
|
|||||
Amortization of leasehold interests in land
|
—
|
|
|
—
|
|
|
10,026
|
|
|
—
|
|
|
10,026
|
|
|||||
(Gain) loss on disposal of assets
|
—
|
|
|
(285
|
)
|
|
810
|
|
|
—
|
|
|
525
|
|
|||||
|
55,943
|
|
|
302,798
|
|
|
2,555,893
|
|
|
(48,075
|
)
|
|
2,866,559
|
|
|||||
Operating income (loss)
|
(56,336
|
)
|
|
68,848
|
|
|
1,131,313
|
|
|
—
|
|
|
1,143,825
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
25
|
|
|
41,456
|
|
|
7,017
|
|
|
(42,695
|
)
|
|
5,803
|
|
|||||
Interest expense, net of amounts capitalized
|
(1,562
|
)
|
|
(28,475
|
)
|
|
(83,784
|
)
|
|
42,695
|
|
|
(71,126
|
)
|
|||||
Other expense
|
—
|
|
|
(1,394
|
)
|
|
(3,263
|
)
|
|
—
|
|
|
(4,657
|
)
|
|||||
Loss on modification or early retirement of debt
|
—
|
|
|
—
|
|
|
(17,964
|
)
|
|
—
|
|
|
(17,964
|
)
|
|||||
Income from equity investments in subsidiaries
|
800,845
|
|
|
703,613
|
|
|
—
|
|
|
(1,504,458
|
)
|
|
—
|
|
|||||
Income before income taxes
|
742,972
|
|
|
784,048
|
|
|
1,033,319
|
|
|
(1,504,458
|
)
|
|
1,055,881
|
|
|||||
Income tax benefit (expense)
|
33,213
|
|
|
(19,174
|
)
|
|
(73,192
|
)
|
|
—
|
|
|
(59,153
|
)
|
|||||
Net income
|
776,185
|
|
|
764,874
|
|
|
960,127
|
|
|
(1,504,458
|
)
|
|
996,728
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(597
|
)
|
|
(219,946
|
)
|
|
—
|
|
|
(220,543
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
776,185
|
|
|
$
|
764,277
|
|
|
$
|
740,181
|
|
|
$
|
(1,504,458
|
)
|
|
$
|
776,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net income
|
$
|
511,923
|
|
|
$
|
465,548
|
|
|
$
|
546,716
|
|
|
$
|
(913,149
|
)
|
|
$
|
611,038
|
|
Currency translation adjustment, before and after tax
|
(82,797
|
)
|
|
(69,965
|
)
|
|
(82,299
|
)
|
|
152,762
|
|
|
(82,299
|
)
|
|||||
Total comprehensive income
|
429,126
|
|
|
395,583
|
|
|
464,417
|
|
|
(760,387
|
)
|
|
528,739
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(894
|
)
|
|
(98,719
|
)
|
|
—
|
|
|
(99,613
|
)
|
|||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
429,126
|
|
|
$
|
394,689
|
|
|
$
|
365,698
|
|
|
$
|
(760,387
|
)
|
|
$
|
429,126
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net income
|
$
|
776,185
|
|
|
$
|
764,874
|
|
|
$
|
960,127
|
|
|
$
|
(1,504,458
|
)
|
|
$
|
996,728
|
|
Currency translation adjustment, before and after tax
|
10,848
|
|
|
8,883
|
|
|
10,223
|
|
|
(19,731
|
)
|
|
10,223
|
|
|||||
Total comprehensive income
|
787,033
|
|
|
773,757
|
|
|
970,350
|
|
|
(1,524,189
|
)
|
|
1,006,951
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(597
|
)
|
|
(219,321
|
)
|
|
—
|
|
|
(219,918
|
)
|
|||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
787,033
|
|
|
$
|
773,160
|
|
|
$
|
751,029
|
|
|
$
|
(1,524,189
|
)
|
|
$
|
787,033
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net cash generated from operating activities
|
$
|
517,360
|
|
|
$
|
887,380
|
|
|
$
|
731,057
|
|
|
$
|
(1,401,502
|
)
|
|
$
|
734,295
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
(332
|
)
|
|||||
Capital expenditures
|
(2,691
|
)
|
|
(10,063
|
)
|
|
(354,582
|
)
|
|
—
|
|
|
(367,336
|
)
|
|||||
Proceeds from disposal of property and equipment
|
—
|
|
|
4
|
|
|
413
|
|
|
—
|
|
|
417
|
|
|||||
Dividends received from non-restricted subsidiaries
|
—
|
|
|
746,180
|
|
|
—
|
|
|
(746,180
|
)
|
|
—
|
|
|||||
Repayments of receivable from non-restricted subsidiaries
|
—
|
|
|
65
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|||||
Capital contributions to subsidiaries
|
—
|
|
|
(722,180
|
)
|
|
—
|
|
|
722,180
|
|
|
—
|
|
|||||
Net cash generated from (used in) investing activities
|
(2,691
|
)
|
|
14,006
|
|
|
(354,501
|
)
|
|
(24,065
|
)
|
|
(367,251
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
4,553
|
|
|
—
|
|
|
1,585
|
|
|
—
|
|
|
6,138
|
|
|||||
Excess tax benefit from stock option exercises
|
4,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,335
|
|
|||||
Dividends paid
|
(518,877
|
)
|
|
—
|
|
|
(308,083
|
)
|
|
—
|
|
|
(826,960
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
(894
|
)
|
|
(2,758
|
)
|
|
—
|
|
|
(3,652
|
)
|
|||||
Dividends paid to Las Vegas Sands Corp.
|
—
|
|
|
(530,595
|
)
|
|
(22,728
|
)
|
|
553,323
|
|
|
—
|
|
|||||
Dividends paid to Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(1,594,359
|
)
|
|
1,594,359
|
|
|
—
|
|
|||||
Capital contributions received
|
—
|
|
|
—
|
|
|
722,180
|
|
|
(722,180
|
)
|
|
—
|
|
|||||
Repayments on borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
65
|
|
|
—
|
|
|||||
Repayments on 2011 VML credit facility
|
—
|
|
|
—
|
|
|
(440,416
|
)
|
|
—
|
|
|
(440,416
|
)
|
|||||
Repayments on 2013 U.S. credit facility
|
—
|
|
|
(165,625
|
)
|
|
—
|
|
|
—
|
|
|
(165,625
|
)
|
|||||
Repayments on 2012 Singapore credit facility
|
—
|
|
|
—
|
|
|
(17,082
|
)
|
|
—
|
|
|
(17,082
|
)
|
|||||
Repayments on airplane financings
|
(922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(922
|
)
|
|||||
Repayments on HVAC equipment lease and other long-term debt
|
—
|
|
|
(557
|
)
|
|
(348
|
)
|
|
—
|
|
|
(905
|
)
|
|||||
Net cash used in financing activities
|
(510,911
|
)
|
|
(697,671
|
)
|
|
(1,662,074
|
)
|
|
1,425,567
|
|
|
(1,445,089
|
)
|
|||||
Effect of exchange rate on cash
|
—
|
|
|
—
|
|
|
(21,809
|
)
|
|
—
|
|
|
(21,809
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
3,758
|
|
|
203,715
|
|
|
(1,307,327
|
)
|
|
—
|
|
|
(1,099,854
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
114,125
|
|
|
345,399
|
|
|
3,046,795
|
|
|
—
|
|
|
3,506,319
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
117,883
|
|
|
$
|
549,114
|
|
|
$
|
1,739,468
|
|
|
$
|
—
|
|
|
$
|
2,406,465
|
|
|
LVSC
(Non-Guarantor Parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net cash generated from operating activities
|
$
|
1,271,347
|
|
|
$
|
836,198
|
|
|
$
|
1,113,983
|
|
|
$
|
(2,088,901
|
)
|
|
$
|
1,132,627
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
948
|
|
|
—
|
|
|
948
|
|
|||||
Capital expenditures
|
(10,016
|
)
|
|
(15,618
|
)
|
|
(226,093
|
)
|
|
—
|
|
|
(251,727
|
)
|
|||||
Proceeds from disposal of property and equipment
|
—
|
|
|
502
|
|
|
39
|
|
|
—
|
|
|
541
|
|
|||||
Dividends received from non-restricted subsidiaries
|
—
|
|
|
625,300
|
|
|
—
|
|
|
(625,300
|
)
|
|
—
|
|
|||||
Repayments of receivable from non-restricted subsidiaries
|
—
|
|
|
287
|
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|||||
Capital contributions to subsidiaries
|
—
|
|
|
(607,300
|
)
|
|
—
|
|
|
607,300
|
|
|
—
|
|
|||||
Net cash generated from (used in) investing activities
|
(10,016
|
)
|
|
3,171
|
|
|
(225,106
|
)
|
|
(18,287
|
)
|
|
(250,238
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
29,519
|
|
|
—
|
|
|
2,596
|
|
|
—
|
|
|
32,115
|
|
|||||
Excess tax benefit from stock option exercises
|
4,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,112
|
|
|||||
Repurchase of common stock
|
(734,363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734,363
|
)
|
|||||
Dividends paid
|
(405,681
|
)
|
|
—
|
|
|
(509,391
|
)
|
|
—
|
|
|
(915,072
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
(597
|
)
|
|
(1,982
|
)
|
|
—
|
|
|
(2,579
|
)
|
|||||
Dividends paid to Las Vegas Sands Corp.
|
—
|
|
|
(1,331,520
|
)
|
|
—
|
|
|
1,331,520
|
|
|
—
|
|
|||||
Dividends paid to Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(1,382,681
|
)
|
|
1,382,681
|
|
|
—
|
|
|||||
Capital contributions received
|
—
|
|
|
—
|
|
|
607,300
|
|
|
(607,300
|
)
|
|
—
|
|
|||||
Repayments on borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(287
|
)
|
|
287
|
|
|
—
|
|
|||||
Proceeds from 2011 VML credit facility
|
—
|
|
|
—
|
|
|
819,725
|
|
|
—
|
|
|
819,725
|
|
|||||
Proceeds from 2013 U.S. credit facility
|
—
|
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||||
Repayments on 2011 VML credit facility
|
—
|
|
|
—
|
|
|
(819,680
|
)
|
|
—
|
|
|
(819,680
|
)
|
|||||
Repayments on 2013 U.S. credit facility
|
—
|
|
|
(5,625
|
)
|
|
—
|
|
|
—
|
|
|
(5,625
|
)
|
|||||
Repayments on airplane financings
|
(922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(922
|
)
|
|||||
Repayments on HVAC equipment lease and other long-term debt
|
—
|
|
|
(600
|
)
|
|
(1,236
|
)
|
|
—
|
|
|
(1,836
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(57,255
|
)
|
|
—
|
|
|
(57,255
|
)
|
|||||
Net cash used in financing activities
|
(1,107,335
|
)
|
|
(838,342
|
)
|
|
(1,342,891
|
)
|
|
2,107,188
|
|
|
(1,181,380
|
)
|
|||||
Effect of exchange rate on cash
|
—
|
|
|
—
|
|
|
1,979
|
|
|
—
|
|
|
1,979
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
153,996
|
|
|
1,027
|
|
|
(452,035
|
)
|
|
—
|
|
|
(297,012
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
50,180
|
|
|
315,489
|
|
|
3,234,745
|
|
|
—
|
|
|
3,600,414
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
204,176
|
|
|
$
|
316,516
|
|
|
$
|
2,782,710
|
|
|
$
|
—
|
|
|
$
|
3,303,402
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
|
|
(Dollars in thousands)
|
|||||||||
Net revenues
|
|
$
|
3,011,622
|
|
|
$
|
4,010,384
|
|
|
(24.9
|
)%
|
Operating expenses
|
|
2,300,507
|
|
|
2,866,559
|
|
|
(19.7
|
)%
|
||
Operating income
|
|
711,115
|
|
|
1,143,825
|
|
|
(37.8
|
)%
|
||
Income before income taxes
|
|
666,703
|
|
|
1,055,881
|
|
|
(36.9
|
)%
|
||
Net income
|
|
611,038
|
|
|
996,728
|
|
|
(38.7
|
)%
|
||
Net income attributable to Las Vegas Sands Corp.
|
|
511,923
|
|
|
776,185
|
|
|
(34.0
|
)%
|
|
|
Percent of Net Revenues
|
||||
|
|
Three Months Ended March 31,
|
||||
|
|
2015
|
|
2014
|
||
Operating expenses
|
|
76.4
|
%
|
|
71.5
|
%
|
Operating income
|
|
23.6
|
%
|
|
28.5
|
%
|
Income before income taxes
|
|
22.1
|
%
|
|
26.3
|
%
|
Net income
|
|
20.3
|
%
|
|
24.9
|
%
|
Net income attributable to Las Vegas Sands Corp.
|
|
17.0
|
%
|
|
19.4
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
2,376,688
|
|
|
$
|
3,372,065
|
|
|
(29.5
|
)%
|
Rooms
|
371,413
|
|
|
400,222
|
|
|
(7.2
|
)%
|
||
Food and beverage
|
189,411
|
|
|
202,787
|
|
|
(6.6
|
)%
|
||
Mall
|
127,814
|
|
|
109,031
|
|
|
17.2
|
%
|
||
Convention, retail and other
|
134,137
|
|
|
137,376
|
|
|
(2.4
|
)%
|
||
|
3,199,463
|
|
|
4,221,481
|
|
|
(24.2
|
)%
|
||
Less — promotional allowances
|
(187,841
|
)
|
|
(211,097
|
)
|
|
11.0
|
%
|
||
Total net revenues
|
$
|
3,011,622
|
|
|
$
|
4,010,384
|
|
|
(24.9
|
)%
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
676,914
|
|
|
$
|
1,075,668
|
|
|
(37.1)%
|
|
Non-Rolling Chip drop
|
$
|
1,868,018
|
|
|
$
|
2,410,228
|
|
|
(22.5)%
|
|
Non-Rolling Chip win percentage
|
25.0
|
%
|
|
26.1
|
%
|
|
(1.1) pts
|
|
||
Rolling Chip volume
|
$
|
8,518,038
|
|
|
$
|
15,315,408
|
|
|
(44.4)%
|
|
Rolling Chip win percentage
|
2.83
|
%
|
|
3.49
|
%
|
|
(0.66) pts
|
|
||
Slot handle
|
$
|
1,062,476
|
|
|
$
|
1,452,385
|
|
|
(26.8)%
|
|
Slot hold percentage
|
4.9
|
%
|
|
5.1
|
%
|
|
(0.2) pts
|
|
||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
493,023
|
|
|
$
|
750,329
|
|
|
(34.3)%
|
|
Non-Rolling Chip drop
|
$
|
1,645,066
|
|
|
$
|
1,800,669
|
|
|
(8.6)%
|
|
Non-Rolling Chip win percentage
|
20.8
|
%
|
|
22.9
|
%
|
|
(2.1) pts
|
|
||
Rolling Chip volume
|
$
|
6,082,952
|
|
|
$
|
15,505,304
|
|
|
(60.8)%
|
|
Rolling Chip win percentage
|
2.76
|
%
|
|
2.83
|
%
|
|
(0.07) pts
|
|
||
Slot handle
|
$
|
1,643,766
|
|
|
$
|
1,821,440
|
|
|
(9.8)%
|
|
Slot hold percentage
|
3.2
|
%
|
|
3.7
|
%
|
|
(0.5) pts
|
|
||
Four Seasons Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
125,397
|
|
|
$
|
340,190
|
|
|
(63.1)%
|
|
Non-Rolling Chip drop
|
$
|
228,964
|
|
|
$
|
351,964
|
|
|
(34.9)%
|
|
Non-Rolling Chip win percentage
|
23.1
|
%
|
|
28.4
|
%
|
|
(5.3) pts
|
|
||
Rolling Chip volume
|
$
|
3,962,573
|
|
|
$
|
9,193,662
|
|
|
(56.9)%
|
|
Rolling Chip win percentage
|
2.81
|
%
|
|
3.62
|
%
|
|
(0.81) pts
|
|
||
Slot handle
|
$
|
133,923
|
|
|
$
|
289,789
|
|
|
(53.8)%
|
|
Slot hold percentage
|
4.8
|
%
|
|
4.3
|
%
|
|
0.5 pts
|
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
218,821
|
|
|
$
|
306,607
|
|
|
(28.6)%
|
|
Non-Rolling Chip drop
|
$
|
789,909
|
|
|
$
|
1,091,913
|
|
|
(27.7)%
|
|
Non-Rolling Chip win percentage
|
19.1
|
%
|
|
18.0
|
%
|
|
1.1 pts
|
|
||
Rolling Chip volume
|
$
|
2,526,188
|
|
|
$
|
5,380,539
|
|
|
(53.0)%
|
|
Rolling Chip win percentage
|
2.86
|
%
|
|
2.59
|
%
|
|
0.27 pts
|
|
||
Slot handle
|
$
|
707,077
|
|
|
$
|
803,221
|
|
|
(12.0)%
|
|
Slot hold percentage
|
3.5
|
%
|
|
3.8
|
%
|
|
(0.3) pts
|
|
||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
631,928
|
|
|
$
|
680,445
|
|
|
(7.1)%
|
|
Non-Rolling Chip drop
|
$
|
1,108,749
|
|
|
$
|
1,157,352
|
|
|
(4.2)%
|
|
Non-Rolling Chip win percentage
|
25.3
|
%
|
|
23.4
|
%
|
|
1.9 pts
|
|
||
Rolling Chip volume
|
$
|
10,089,956
|
|
|
$
|
12,941,483
|
|
|
(22.0)%
|
|
Rolling Chip win percentage
|
3.41
|
%
|
|
3.41
|
%
|
|
—
|
|
||
Slot handle
|
$
|
3,084,269
|
|
|
$
|
3,049,975
|
|
|
1.1%
|
|
Slot hold percentage
|
4.6
|
%
|
|
4.8
|
%
|
|
(0.2) pts
|
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
111,787
|
|
|
$
|
109,790
|
|
|
1.8%
|
|
Table games drop
|
$
|
533,053
|
|
|
$
|
518,535
|
|
|
2.8%
|
|
Table games win percentage
|
16.6
|
%
|
|
17.1
|
%
|
|
(0.5) pts
|
|
||
Slot handle
|
$
|
578,548
|
|
|
$
|
473,154
|
|
|
22.3%
|
|
Slot hold percentage
|
7.6
|
%
|
|
8.6
|
%
|
|
(1.0) pts
|
|
||
Sands Bethlehem
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
118,818
|
|
|
$
|
109,036
|
|
|
9.0%
|
|
Table games drop
|
$
|
263,415
|
|
|
$
|
247,590
|
|
|
6.4%
|
|
Table games win percentage
|
17.3
|
%
|
|
16.1
|
%
|
|
1.2 pts
|
|
||
Slot handle
|
$
|
1,005,167
|
|
|
$
|
948,510
|
|
|
6.0%
|
|
Slot hold percentage
|
7.1
|
%
|
|
7.1
|
%
|
|
—
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
(Room revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
59,601
|
|
|
$
|
65,305
|
|
|
(8.7)%
|
|
Occupancy rate
|
85.8
|
%
|
|
94.4
|
%
|
|
(8.6) pts
|
|
||
Average daily room rate
|
$
|
270
|
|
|
$
|
267
|
|
|
1.1%
|
|
Revenue per available room
|
$
|
232
|
|
|
$
|
252
|
|
|
(7.9)%
|
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
71,932
|
|
|
$
|
79,446
|
|
|
(9.5)%
|
|
Occupancy rate
|
81.5
|
%
|
|
88.8
|
%
|
|
(7.3) pts
|
|
||
Average daily room rate
|
$
|
173
|
|
|
$
|
177
|
|
|
(2.3)%
|
|
Revenue per available room
|
$
|
141
|
|
|
$
|
157
|
|
|
(10.2)%
|
|
Four Seasons Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
10,675
|
|
|
$
|
12,631
|
|
|
(15.5)%
|
|
Occupancy rate
|
77.0
|
%
|
|
87.1
|
%
|
|
(10.1) pts
|
|
||
Average daily room rate
|
$
|
410
|
|
|
$
|
429
|
|
|
(4.4)%
|
|
Revenue per available room
|
$
|
316
|
|
|
$
|
373
|
|
|
(15.3)%
|
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
5,615
|
|
|
$
|
7,261
|
|
|
(22.7)%
|
|
Occupancy rate
|
98.4
|
%
|
|
96.7
|
%
|
|
1.7 pts
|
|
||
Average daily room rate
|
$
|
226
|
|
|
$
|
292
|
|
|
(22.6)%
|
|
Revenue per available room
|
$
|
222
|
|
|
$
|
283
|
|
|
(21.6)%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
89,614
|
|
|
$
|
97,129
|
|
|
(7.7)%
|
|
Occupancy rate
|
94.8
|
%
|
|
99.3
|
%
|
|
(4.5) pts
|
|
||
Average daily room rate
|
$
|
414
|
|
|
$
|
428
|
|
|
(3.3)%
|
|
Revenue per available room
|
$
|
393
|
|
|
$
|
425
|
|
|
(7.5)%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
130,557
|
|
|
$
|
135,713
|
|
|
(3.8)%
|
|
Occupancy rate
|
86.2
|
%
|
|
88.9
|
%
|
|
(2.7) pts
|
|
||
Average daily room rate
|
$
|
244
|
|
|
$
|
241
|
|
|
1.2%
|
|
Revenue per available room
|
$
|
210
|
|
|
$
|
214
|
|
|
(1.9)%
|
|
Sands Bethlehem
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
3,419
|
|
|
$
|
2,737
|
|
|
24.9%
|
|
Occupancy rate
|
84.5
|
%
|
|
68.8
|
%
|
|
15.7 pts
|
|
||
Average daily room rate
|
$
|
149
|
|
|
$
|
146
|
|
|
2.1%
|
|
Revenue per available room
|
$
|
126
|
|
|
$
|
101
|
|
|
24.8%
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
(Mall revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
44,215
|
|
|
$
|
38,140
|
|
|
15.9%
|
|
Mall gross leasable area (in square feet)
|
780,754
|
|
|
755,876
|
|
|
3.3%
|
|
||
Occupancy
|
96.6
|
%
|
|
96.0
|
%
|
|
0.6 pts
|
|
||
Base rent per square foot
|
$
|
209
|
|
|
$
|
186
|
|
|
12.4%
|
|
Tenant sales per square foot
|
$
|
1,636
|
|
|
$
|
1,535
|
|
|
6.6%
|
|
Shoppes at Cotai Central
(1)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
13,402
|
|
|
$
|
8,720
|
|
|
53.7%
|
|
Mall gross leasable area (in square feet)
|
331,327
|
|
|
210,191
|
|
|
57.6%
|
|
||
Occupancy
|
98.0
|
%
|
|
99.9
|
%
|
|
(1.9) pts
|
|
||
Base rent per square foot
|
$
|
137
|
|
|
$
|
121
|
|
|
13.2%
|
|
Tenant sales per square foot
|
$
|
1,407
|
|
|
$
|
1,365
|
|
|
3.1%
|
|
Shoppes at Four Seasons
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
29,746
|
|
|
$
|
23,025
|
|
|
29.2%
|
|
Mall gross leasable area (in square feet)
|
257,467
|
|
|
242,469
|
|
|
6.2%
|
|
||
Occupancy
|
100.0
|
%
|
|
84.1
|
%
|
|
15.9 pts
|
|
||
Base rent per square foot
|
$
|
418
|
|
|
$
|
363
|
|
|
15.2%
|
|
Tenant sales per square foot
|
$
|
5,246
|
|
|
$
|
5,359
|
|
|
(2.1)%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
39,819
|
|
|
$
|
38,515
|
|
|
3.4%
|
|
Mall gross leasable area (in square feet)
|
644,203
|
|
|
650,083
|
|
|
(0.9)%
|
|
||
Occupancy
|
95.6
|
%
|
|
88.1
|
%
|
|
7.5 pts
|
|
||
Base rent per square foot
|
$
|
214
|
|
|
$
|
213
|
|
|
0.5%
|
|
Tenant sales per square foot
|
$
|
1,409
|
|
|
$
|
1,544
|
|
|
(8.7)%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
The Outlets at Sands Bethlehem
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
632
|
|
|
$
|
631
|
|
|
0.2%
|
|
Mall gross leasable area (in square feet)
|
151,029
|
|
|
134,830
|
|
|
12.0%
|
|
||
Occupancy
|
94.3
|
%
|
|
93.6
|
%
|
|
0.7 pts
|
|
||
Base rent per square foot
|
$
|
21
|
|
|
$
|
22
|
|
|
(4.5)%
|
|
Tenant sales per square foot
|
$
|
369
|
|
|
$
|
411
|
|
|
(10.2)%
|
|
(1)
|
The third phase of the Shoppes at Cotai Central opened in June 2014. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
1,334,829
|
|
|
$
|
1,867,612
|
|
|
(28.5
|
)%
|
Rooms
|
65,791
|
|
|
64,263
|
|
|
2.4
|
%
|
||
Food and beverage
|
99,247
|
|
|
100,169
|
|
|
(0.9
|
)%
|
||
Mall
|
15,137
|
|
|
17,363
|
|
|
(12.8
|
)%
|
||
Convention, retail and other
|
68,257
|
|
|
90,468
|
|
|
(24.6
|
)%
|
||
Provision for doubtful accounts
|
57,350
|
|
|
61,918
|
|
|
(7.4
|
)%
|
||
General and administrative
|
324,478
|
|
|
336,499
|
|
|
(3.6
|
)%
|
||
Corporate
|
45,223
|
|
|
50,677
|
|
|
(10.8
|
)%
|
||
Pre-opening
|
9,579
|
|
|
4,300
|
|
|
122.8
|
%
|
||
Development
|
1,533
|
|
|
1,692
|
|
|
(9.4
|
)%
|
||
Depreciation and amortization
|
253,922
|
|
|
261,047
|
|
|
(2.7
|
)%
|
||
Amortization of leasehold interests in land
|
9,838
|
|
|
10,026
|
|
|
(1.9
|
)%
|
||
Loss on disposal of assets
|
15,323
|
|
|
525
|
|
|
N.M.
|
|
||
Total operating expenses
|
$
|
2,300,507
|
|
|
$
|
2,866,559
|
|
|
(19.7
|
)%
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
269,942
|
|
|
$
|
470,084
|
|
|
(42.6
|
)%
|
Sands Cotai Central
|
155,910
|
|
|
265,206
|
|
|
(41.2
|
)%
|
||
Four Seasons Macao
|
44,472
|
|
|
113,041
|
|
|
(60.7
|
)%
|
||
Sands Macao
|
57,378
|
|
|
91,438
|
|
|
(37.2
|
)%
|
||
Other Asia
|
3,532
|
|
|
(1,414
|
)
|
|
N.M.
|
|
||
|
531,234
|
|
|
938,355
|
|
|
(43.4
|
)%
|
||
Marina Bay Sands
|
415,272
|
|
|
435,161
|
|
|
(4.6
|
)%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
74,109
|
|
|
79,652
|
|
|
(7.0
|
)%
|
||
Sands Bethlehem
|
29,893
|
|
|
26,531
|
|
|
12.7
|
%
|
||
|
104,002
|
|
|
106,183
|
|
|
(2.1
|
)%
|
||
Total adjusted property EBITDA
|
$
|
1,050,508
|
|
|
$
|
1,479,699
|
|
|
(29.0
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
|
$
|
66,614
|
|
|
$
|
69,076
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
|
3,798
|
|
|
3,797
|
|
||
Less — capitalized interest
|
(4,157
|
)
|
|
(1,747
|
)
|
||
Interest expense, net
|
$
|
66,255
|
|
|
$
|
71,126
|
|
Cash paid for interest
|
$
|
55,442
|
|
|
$
|
59,582
|
|
Weighted average total debt balance
|
$
|
9,842,433
|
|
|
$
|
10,012,530
|
|
Weighted average interest rate
|
2.7
|
%
|
|
2.8
|
%
|
|
Shoppes at
Venetian
|
|
Shoppes at
Four Seasons
|
|
Shoppes at
Cotai Central
|
|
The Shoppes
at Marina Bay
Sands
|
|
The Outlets
at Sands
Bethlehem
(1)
|
|
Total
|
||||||||||||
For the three months ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents
(2)
|
$
|
36,172
|
|
|
$
|
27,373
|
|
|
$
|
9,847
|
|
|
$
|
30,297
|
|
|
$
|
478
|
|
|
$
|
104,167
|
|
Overage rents
|
1,071
|
|
|
158
|
|
|
401
|
|
|
2,612
|
|
|
154
|
|
|
4,396
|
|
||||||
CAM, levies and management fees
|
6,972
|
|
|
2,215
|
|
|
3,154
|
|
|
6,910
|
|
|
—
|
|
|
19,251
|
|
||||||
Total mall revenues
|
44,215
|
|
|
29,746
|
|
|
13,402
|
|
|
39,819
|
|
|
632
|
|
|
127,814
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
3,649
|
|
|
1,336
|
|
|
1,525
|
|
|
6,034
|
|
|
293
|
|
|
12,837
|
|
||||||
Management fees and other direct operating expenses
|
1,362
|
|
|
248
|
|
|
644
|
|
|
(55
|
)
|
|
101
|
|
|
2,300
|
|
||||||
Mall operating expenses
|
5,011
|
|
|
1,584
|
|
|
2,169
|
|
|
5,979
|
|
|
394
|
|
|
15,137
|
|
||||||
Property taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
|
323
|
|
|
1,420
|
|
||||||
Provision for (recovery of) doubtful accounts
|
2
|
|
|
(86
|
)
|
|
106
|
|
|
(16
|
)
|
|
—
|
|
|
6
|
|
||||||
Mall-related expenses
(3)
|
5,013
|
|
|
1,498
|
|
|
2,275
|
|
|
7,060
|
|
|
717
|
|
|
16,563
|
|
||||||
For the three months ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents
(2)
|
$
|
31,300
|
|
|
$
|
19,779
|
|
|
$
|
5,934
|
|
|
$
|
29,025
|
|
|
$
|
390
|
|
|
$
|
86,428
|
|
Overage rents
|
341
|
|
|
1,495
|
|
|
372
|
|
|
2,487
|
|
|
241
|
|
|
4,936
|
|
||||||
CAM, levies and management fees
|
6,499
|
|
|
1,751
|
|
|
2,414
|
|
|
7,003
|
|
|
—
|
|
|
17,667
|
|
||||||
Total mall revenues
|
38,140
|
|
|
23,025
|
|
|
8,720
|
|
|
38,515
|
|
|
631
|
|
|
109,031
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
3,968
|
|
|
1,231
|
|
|
1,380
|
|
|
5,962
|
|
|
314
|
|
|
12,855
|
|
||||||
Management fees and other direct operating expenses
|
1,858
|
|
|
454
|
|
|
333
|
|
|
1,749
|
|
|
114
|
|
|
4,508
|
|
||||||
Mall operating expenses
|
5,826
|
|
|
1,685
|
|
|
1,713
|
|
|
7,711
|
|
|
428
|
|
|
17,363
|
|
||||||
Property taxes
(4)
|
1,114
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
|
271
|
|
|
3,142
|
|
||||||
Provision for (recovery of) doubtful accounts
|
139
|
|
|
78
|
|
|
(21
|
)
|
|
258
|
|
|
—
|
|
|
454
|
|
||||||
Mall-related expenses
(3)
|
7,079
|
|
|
1,763
|
|
|
1,692
|
|
|
9,726
|
|
|
699
|
|
|
20,959
|
|
(1)
|
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
|
(2)
|
Minimum rents include base rents and straight-line adjustments of base rents.
|
(3)
|
Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
|
(4)
|
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao; however, we received an additional six-year property tax exemption in May 2014.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net cash generated from operating activities
|
$
|
734,295
|
|
|
$
|
1,132,627
|
|
Cash flows from investing activities:
|
|
|
|
||||
Change in restricted cash and cash equivalents
|
(332
|
)
|
|
948
|
|
||
Capital expenditures
|
(367,336
|
)
|
|
(251,727
|
)
|
||
Proceeds from disposal of property and equipment
|
417
|
|
|
541
|
|
||
Net cash used in investing activities
|
(367,251
|
)
|
|
(250,238
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
6,138
|
|
|
32,115
|
|
||
Excess tax benefits from stock-based compensation
|
4,335
|
|
|
4,112
|
|
||
Repurchase of common stock
|
—
|
|
|
(734,363
|
)
|
||
Dividends paid
|
(826,960
|
)
|
|
(915,072
|
)
|
||
Distributions to noncontrolling interests
|
(3,652
|
)
|
|
(2,579
|
)
|
||
Proceeds from long-term debt
|
—
|
|
|
1,319,725
|
|
||
Repayments on long-term debt
|
(624,950
|
)
|
|
(828,063
|
)
|
||
Payments of deferred financing costs
|
—
|
|
|
(57,255
|
)
|
||
Net cash used in financing activities
|
(1,445,089
|
)
|
|
(1,181,380
|
)
|
||
Effect of exchange rate on cash
|
(21,809
|
)
|
|
1,979
|
|
||
Decrease in cash and cash equivalents
|
$
|
(1,099,854
|
)
|
|
$
|
(297,012
|
)
|
•
|
repayments of $440.4 million on our Extended 2011 VML Revolving Facility (which would have matured in March 2020 with no interim amortization); and
|
•
|
repayments of $165.6 million on our 2013 U.S. Revolving Facility (which would have matured in December 2018 with no interim amortization).
|
•
|
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;
|
•
|
our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness;
|
•
|
disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;
|
•
|
the extensive regulations to which we are subject to and the costs of compliance with such regulations;
|
•
|
increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;
|
•
|
our ability to meet certain development deadlines;
|
•
|
the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;
|
•
|
regulatory policies in mainland China or other countries in which our customers reside, 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;
|
•
|
our relationship with GGP or any successor owner of the Grand Canal Shoppes;
|
•
|
new developments, construction and ventures, including our Cotai Strip developments;
|
•
|
the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;
|
•
|
our insurance coverage, including the risk that we have not obtained sufficient coverage 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 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;
|
•
|
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 and subconcession;
|
•
|
the continued services of our key management and personnel;
|
•
|
any potential conflict between the interests of our Principal Stockholder and us;
|
•
|
the ability of our subsidiaries to make distribution payments to us;
|
•
|
our failure to maintain the integrity of our customer or 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; and
|
•
|
the outcome of any ongoing and future litigation.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair
Value
(1)
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
93.2
|
|
|
$
|
148.5
|
|
|
$
|
328.4
|
|
|
$
|
1,728.6
|
|
|
$
|
3,614.9
|
|
|
$
|
3,314.8
|
|
|
$
|
9,228.4
|
|
|
$
|
9,060.6
|
|
Average interest rate
(2)
|
2.8
|
%
|
|
2.4
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|
2.1
|
%
|
|
3.1
|
%
|
|
2.4
|
%
|
|
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cap agreements
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
|
(2)
|
Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of
March 31, 2015
, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $82.0 million.
|
(3)
|
As of
March 31, 2015
, we had
4
interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
|
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 thousands)
(1)
|
||||||
January 1, 2015 — January 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,765,001
|
|
February 1, 2015 — February 28, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,765,001
|
|
March 1, 2015 — March 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,765,001
|
|
(1)
|
In June 2013, the Company’s Board of Directors approved a stock repurchase program, which expires on
June 5, 2015
, with an initial authorization of
$2.0 billion
. In October 2014, the Company's Board of Directors authorized the repurchase of an additional
$2.0 billion
of its outstanding common stock, which expires on October 9, 2016. 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. All share repurchases of the Company’s common stock have been recorded as treasury stock.
|
Exhibit No.
|
|
Description of Document
|
10.1
|
|
Joinder Agreement, dated as of April 10, 2015, to the Amended and Restated Credit Agreement dated March 31, 2014 among VML US Finance LLC, as Borrower, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent.
|
10.2
|
|
Employment Agreement, dated as of March 17, 2015, between Venetian Casino Resort, LLC and George M. Markantonis.
|
10.3
|
|
Separation and General Release, dated as of January 15, 2015, between Edward M. Tracy and Venetian Macau Limited, its subsidiaries, affiliates and related entities.
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of the Principal 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 Principal 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
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
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
|
|
LAS VEGAS SANDS CORP.
|
||
|
|
|
|
May 7, 2015
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer |
|
|
|
|
May 7, 2015
|
By:
|
|
/s/ Michael A. Quartieri
|
|
|
|
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer) |
1. | Applicable Margin . The Applicable Margin for each Series A New Term Loan shall mean, as of any date of determination, a percentage per annum as set forth below: |
Greater than 1.75:1.0
but less than or equal to 2.0:1.0
|
1.750%
|
1.750%
|
0.750%
|
Greater than 1.5:1.0
but less than or equal to 1.75:1.0
|
1.625%
|
1.625%
|
0.625%
|
Greater than 1.25:1.0
but less than or equal to 1.5:1.0
|
1.500%
|
1.500%
|
0.500%
|
Greater than 1.0:1.0
but less than or equal to 1.25:1.0
|
1.375%
|
1.375%
|
0.375%
|
Less than or equal to 1.0:1.0
|
1.250%
|
1.250%
|
0.250%
|
2. | Principal Payments . The Borrower shall make principal payments on the Series A New Term Loans in the relevant currency in installments on each Quarterly Date set forth below in the aggregate amount equal to the percentage of the initial aggregate principal amount of the Series A New Term Loans set forth below: |
(A)
Payment Date |
(B)
Scheduled Repayment of Series A New Term Loans |
June 30, 2018
|
2.50%
|
September 30, 2018
|
2.50%
|
December 31, 2018
|
2.50%
|
March 31, 2019
|
2.50%
|
June 30, 2019
|
5.00%
|
September 30, 2019
|
5.00%
|
(A)
Payment Date |
(B)
Scheduled Repayment of Series A New Term Loans |
December 31, 2019
|
5.00%
|
March 31, 2020
|
5.00%
|
June 30, 2020
|
12.00%
|
September 30, 2020
|
12.00%
|
December 31, 2020
|
12.00%
|
New Term Loan Maturity Date
(March 30, 2021) |
34.00%
|
TOTAL
|
100%
|
3. | Voluntary and Mandatory Prepayments . Scheduled installments of principal of the Series A New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series A New Term Loans in accordance with Section 2.4 of the Credit Agreement; provided , that the final installment payable by Borrower in respect of the Series A New Term Loans on the New Term Loan Maturity Date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement with respect to the Series A New Term Loans. |
4. | Upfront Fees . Borrower agrees to pay each New Lender an upfront fee on the Series A New Term Loan Increased Amount Date (as defined below) in the amount set forth opposite the name of such New Lender on Schedule B annexed hereto |
5. | Proposed Borrowing . This Agreement represents Borrower’s request to borrow Series A New Term Loans from the New Term Loan Lenders as follows (the “ Proposed Borrowing ”): |
a. | Business Day of Proposed Borrowing : The date (the “ Series A New Term Loan Increased Amount Date ”) that is the Increased Amount Date specified in the notice in respect of the Series A New Term Loans delivered by the Borrower to the Administrative Agent and the Co-Syndication Agents pursuant to subsection 2.9A of the Credit Agreement. |
b. | Total Amount of Proposed Borrowing : $1,000,000,000 |
c. | Interest rate option : |
|
☐ |
a.
|
Base Rate Loan(s) |
|
|
|
|
|
☐ |
b.
|
Eurodollar Rate Loans
with an initial Interest
Period of ___ month(s)
|
☐ | c. | HIBOR Rate Loans with an initial Interest Period of ___ month(s) |
6. | Other Terms . |
a. | The New Term Loan Maturity Date of the Series A New Term Loans shall be March 30, 2021. |
b. | The obligation of the New Term Loan Lenders to fund Series A New Term Loans on the Series A New Term Loan Increased Amount Date shall be subject to (i) the Administrative Agent’s receipt of a certificate of the Borrower certifying that the Company has received all regulatory approvals from the government of Macau SAR required in respect of the issuance of the Series A New Term Loans and (ii) the execution and delivery by the Guarantors of the reaffirmation of the Guaranty and all amendments to the Foreign Security Agreements required by the Administrative Agent in respect of the issuance of the Series A New Term Loans and set forth in Schedule C annexed hereto. |
c. | Each New Term Loan Lender agrees to fund its Commitment on the Series A New Term Loan Increased Amount Date subject to the conditions of this Agreement. |
7. | Credit Agreement Governs . Except as set forth in this Agreement, Series A New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. |
8. | Certifications . By its execution of this Agreement, the Borrower and the Company hereby certify that: |
i. | The representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above to the same extent as though made on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; |
ii. | No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; |
iii. | No order, judgment or decree of any court, arbitrator or Governmental Instrumentality shall purport to enjoin or restrain any Lender from making the Series A New Term Loan; and |
iv. | The making of the Loans requested on the date hereof does not violate any law applicable to the Loan Parties or Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. |
9. | Covenants . By its execution of this Agreement, the Borrower hereby covenants that: |
i. | The Borrower shall make any payments required pursuant to Sections 2.6(D) and 2.7 of the Credit Agreement in connection with the Proposed Borrowing contemplated hereby; |
ii. | The Borrower shall deliver or cause to be delivered documents reasonably requested by Administrative Agent in connection with this Agreement; and |
iii. | Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in subsection 2.9B(2) and subsection 7.6 of the Credit Agreement after giving effect to the Proposed Borrowing contemplated hereby. |
10. | Eligible Assignee . By its execution of this Agreement, each New Term Loan Lender represents and warrants that it is an Eligible Assignee. |
11. | Notice . For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender, if not already included in or if different from Schedule 10.9 to the Credit Agreement, shall be as set forth below its signature below. |
12. | Tax Information . For each New Term Loan Lender delivered herewith to Administrative Agent are such properly completed and executed documentation prescribed by applicable law and such other information with respect to Included Taxes as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.7(C)(vii) of the Credit Agreement. |
13. | Recordation of the New Loans . Upon execution and delivery hereof, Administrative Agent will record the Series A New Term Loans made by New Term Loan Lenders in the Register. |
14. | Amendment, Modification and Waiver . This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. |
15. | Entire Agreement . This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. |
16. | GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING §5-1401 OF THE GENERAL OBLIGATIONS LAW OF STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. |
17. | Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. |
18. | Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
19. | Amendment of the Credit Agreement . Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the |
19. | Amendment of the Credit Agreement . Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the other Loan Documents in order to effect the provisions of such Sections in accordance with subsection 2.9 of the Credit Agreement. This Agreement shall be deemed a Loan Document for all purposes under the Credit Agreement. |
Bank of China Limited, Macau Branch
|
|||
|
By:
|
/s/ WONG IAO KUN | |
Name: | Wong Iao Kun | ||
Title: |
Deputy Director of Credit
Administration Department
|
Notice Address:
Avenida Doutor Mario Soares,
no.323, 13/F,
Bank of China Building
Macau
Attention: Jade Gan / Iris Ielong
Telephone: (853) 8792 1661 / 1682 Facsimile: (853) 8792 1659 / 0308 |
Industrial and Commercial Bank of China (Macau) Limited
|
|||
|
By:
|
/s/ CHAN KAM LUN / YANG PENG | |
Name: | Chan Kam Lun / Yang Peng | ||
Title: |
Chief Consumer Banking Officer /
General Manager
|
Notice Address:
18/F, ICBC Tower, Macau Landmark
555 Avenida de Amizade,
Macau
Attention: Linda Chan / Selene Ren
Telephone: 83982452 / 83982499 Facsimile: 28584496 |
China Construction Bank Corporation Macau Branch
|
|||
By: | /s/ WADE HOU | ||
Name: | Wade Hou | ||
Title: | General Manager |
Notice Address:
5/F, Circle Square,
61 Avenida de Almeida Ribeiro,
Macau
Attention: Alex Ng / Mandy Kuong
Telephone: (853) 8291 1814 / 1825 Facsimile: (853) 8291 1839 / 1880 |
Bank of Communications Co., Ltd. Macau Branch
|
|||
By: | /s/ WU YE / LENG SAN | ||
Name: | Wu Ye / Leng San | ||
Title: |
General Manager /
Head of Management Department
|
Notice Address:
16/F, AIA Tower,
No. 251A-301,
Avenida Comercial de Macau
Attention:
Telephone: Facsimile: |
Banco Nacional Ultramarino, S.A.
|
|||
By: |
/s/
TOU KEI SAN / LEANDRO
RODRIGUES DA GRACA SILVA
|
||
Name: |
Tou Kei San / Leandro Rodrigues da
Graca Silva
|
||
Title: | General Manager / Executive Director |
Notice Address:
No.22,
Avenida de Almeida Ribeiro,
Macau
Attention: Violet Choi
Telephone: (853) 8398 9106 Facsimile: (853) 2835 6867 |
Oversea-Chinese Banking Corporation Limited
|
|||
By: | /s/ CHEOK KEE HOCK RICHARD | ||
Name: | Cheok Kee Hock Richard | ||
Title: | Head, Real Estate |
Notice Address:
65 Chulia Street,
#10-00 OCBC Centre,
Singapore 049513
Attention:
Telephone: Facsimile: |
Sumitomo Mitsui Banking Corporation
|
|||
By: | /s/ WILLIAM G. KARL | ||
Name: | William G. Karl | ||
Title: | Executive Officer |
Notice Address:
277 Park Avenue
New York, NY 10172
Attention: John Corrigan
Telephone: 212-224-4735 Facsimile: 212-224-4887 |
Wing Lung Bank Ltd., Macau Branch
|
|||
By: | /s/ WONG WAH CHUEN | ||
Name: | Wong Wah Chuen | ||
Title: | Deputy General Manager |
Notice Address:
Unit 18 F-J
Finance and IT Centre of Macau
Nam Van Lake, Quarteirao 5, Lote A,
Macau
Attention: Charlie Chen / Philip Deng
Telephone: (853) 2888 8111, Ext. 3801 Facsimile: (853) 2875 0933 |
Bank of America N.A.
|
|||
By: | /s/ JOYCE Y. CHAN | ||
Name: | Joyce Y. Chan | ||
Title: | Director |
Notice Address:
52/F, Cheung Kong Center,
2 Queen’s Road Central,
Hong Kong
Attention: Elena Ng
Telephone: 852-3508-2094 Facsimile: 852-3508-2914 |
DBS Bank Ltd.
|
|||
By: | /s/ YEO KIA CHIAK | ||
Name: | Yeo Kia Chiak | ||
Title: | Vice President |
Notice Address:
12 Marina Boulevard,
Marina Bay Financial Centre Tower 3,
Level 46,
Singapore 018982
Attention: Max Lim / Diana Tay
Telephone: +65 6878 6490 / 2108 Facsimile: +65 6324 4127 |
United Overseas Bank Limited
|
|||
By: | /s/ LIM CHIN HONG | ||
Name: | Lim Chin Hong | ||
Title: |
Executive Director
Corporate Banking Singapore
|
Notice Address:
1 Raffles Place
#23-61 One Raffles Place Tower 2
Singapore 048616
Attention:
Telephone: Facsimile: |
The Bank of Nova Scotia
|
|||
By: | /s/ DIANE EMANUEL | ||
Name: | Diane Emanuel | ||
Title: |
Managing Director
|
Notice Address:
720 King Street West,
Toronto, Ontario,
Canada M5V2T3
Attention:
Telephone: Facsimile: 212-225-5708 |
Barclays Bank PLC
|
|||
By: | /s/ JAMES NAGAYA | ||
Name: | James Nagaya | ||
Title: |
Director
|
Notice Address:
5 The North Colonnade,
Canary Wharf,
London E14 4BB
Attention: Mark Pope
Telephone: +44(0) 207 773 2190 Facsimile: +44(0) 207 773 1840 |
Goldman Sachs Bank USA
|
|||
By: | /s/ REBECCA KRATZ | ||
Name: | Rebecca Kratz | ||
Title: |
Authorized Signatory
|
Notice Address:
200 West Street,
New York, NY 10282-2198
Attention: Michelle Latzoni
Telephone: 212-934-3921 Facsimile: 917-977-3966 |
Goldman Sachs (Asia) L.L.C.
|
|||
By: | /s/ NELSON LO | ||
Name: | Nelson Lo | ||
Title: |
Managing Director
|
Notice Address:
68
th
Floor, Cheung Kong Center,
2 Queen’s Road Central,
Hong Kong
Attention: Asia Loan Servicing
Telephone: Facsimile: 917-977-3915 |
BNP Paribas Hong Kong Branch
|
|||
By: | /s/ PAUL YANG / MARY HSE | ||
Name: | Paul Yang / Mary Hse | ||
Title: |
Head of Greater China & Chief
Executive Officer HK /
Managing Director, Senior Banker,
Coverage, HK Investment Banking
Asia-Pacific
|
Notice Address:
63/F., Two International Finance Centre
8 Finance Street, Central,
Hong Kong
Attention: Joshua Lau
Telephone: 2909 8722 Facsimile: 2970 0296 |
Citibank, N.A., Hong Kong Branch
|
|||
By: | /s/ WILLIAM CHU | ||
Name: | William Chu | ||
Title: |
Director
|
Notice Address:
44
th
Floor Citibank Tower,
Citibank Plaza,
3 Garden Road,
Central, Hong Kong
Attention: William Chu
Telephone: (852) 2868 8005 Facsimile: (852) 3009 0309 |
VML US FINANCE LLC
|
|||
By: | /s/ TOH HUP HOCK | ||
Name: | Toh Hup Hock | ||
Title: |
Borrower Designated Officer
|
BANK OF CHINA LIMITED, MACAU BRANCH,
as Administrative Agent
|
|||
By: | /s/ WONG IAO KUN | ||
Name: | Wong Iao Kun | ||
Title: |
Deputy Director of Credit Administration Department
|
Name of New
Lender
|
Type of
Commitment
|
Amount in
USD
|
Amount in
HKD
|
Amount in
MOP
|
Amount in
USD
Equivalent
3
|
Bank of China Limited, Macau Branch
|
New Term Loan Commitment
|
-
|
-
|
1,157,477,000
|
145,000,000
|
Industrial and Commercial Bank of China (Macau) Limited
|
New Term Loan Commitment
|
-
|
1,123,764,500
|
-
|
145,000,000
|
China Construction Bank Corporation Macau Branch
|
New Term Loan Commitment
|
-
|
968,762,500
|
-
|
125,000,000
|
Bank of Communications Co., Ltd. Macau Branch
|
New Term Loan Commitment
|
-
|
697,509,000
|
-
|
90,000,000
|
Banco Nacional Ultramarino, S.A.
|
New Term Loan Commitment
|
-
|
310,004,000
|
319,304,000
|
80,000,000
|
Oversea-Chinese Banking Corporation Limited
|
New Term Loan Commitment
|
65,000,000
|
-
|
-
|
65,000,000
|
Sumitomo Mitsui Banking Corporation
|
New Term Loan Commitment
|
65,000,000
|
-
|
-
|
65,000,000
|
Wing Lung Bank Ltd., Macau Branch
|
New Term Loan Commitment
|
-
|
387,505,000
|
-
|
50,000,000
|
Bank of America N.A.
|
New Term Loan Commitment
|
50,000,000
|
-
|
-
|
50,000,000
|
DBS Bank Ltd.
|
New Term Loan Commitment
|
35,000,000
|
-
|
-
|
35,000,000
|
3
|
USD Equivalent is calculated by using Recalculation Exchange Rate as of April 01, 2015: USD/USD: 1.0000, USD/HKD: 7.7501 and USD/MOP: 7.9826.
|
United Overseas Bank Limited
|
New Term Loan Commitment
|
35,000,000
|
-
|
-
|
35,000,000
|
The Bank of Nova Scotia
|
New Term Loan Commitment
|
17,500,000
|
58,125,750
|
-
|
25,000,000
|
Barclays Bank PLC
|
New Term Loan Commitment
|
-
|
193,752,500
|
-
|
25,000,000
|
Goldman Sachs Bank USA
|
New Term Loan Commitment
|
12,500,000
|
96,876,250
|
-
|
25,000,000
|
BNP Paribas Hong Kong Branch
|
New Term Loan Commitment
|
20,000,000
|
-
|
-
|
20,000,000
|
Citibank, N.A., Hong Kong Branch
|
New Term Loan Commitment
|
-
|
155,002,000
|
-
|
20,000,000
|
Total:
|
300,000,000
|
3,991,301,500
|
1,476,781,000
|
1,000,000,000
|
1 | Amendment to the Venetian Macau Limited Pledge over Gaming Equipment and Utensils (Portuguese official version and English version for reference only) |
2 |
Amendment to the Venetian Macau Limited Floating Charge
(Portuguese official version and English version for reference only) |
3 |
Amendment to the Venetian Cotai Limited Floating Charge
(Portuguese official version and English version for reference only) |
4 |
Amendment to the Venetian Orient Limited Floating Charge
(Portuguese official version and English version for reference only) |
5 | Modification of the Venetian Macau Limited and Venetian Cotai Limited Mortgage (Portuguese official version and English version for reference only), including replacement of applicable powers of attorney. |
6 | Modification of the Venetian Cotai Limited Alternative Mortgage (Portuguese official version and English version for reference only), including replacement of applicable power of attorney. |
7 | Modification of the Venetian Orient Limited Mortgage (Portuguese official version and English version for reference only), including replacement of applicable power of attorney. |
8 |
Amendment to Venetian Macau Limited Land Security Assignment
(English version only) |
9 |
Amendment to Venetian Cotai Limited Land Security Assignment
(English version only) |
10 |
Amendment to Venetian Orient Limited Land Security Assignment
(English version only) |
11 | Reaffirmation of the Guaranty by the Guarantors. |
1. | Term, Positions and Duties . |
1.1 | Term . Subject to any early termination as provided in accordance with the terms of this Agreement, the term of employment shall be considered as commencing on the Effective Date of this Agreement and shall terminate at the close of business on March 1, 2020 at 11:59 PM (PST) (the “Term”). |
1.2 | Duties and Responsibilities . During the Term, the Executive shall be employed as President and Chief Operation Officer of VCR (doing business as The Venetian-The Palazzo) and shall report directly to the President & Chief Operating Officer of LVSC. The Executive shall be responsible for and shall have such powers, duties and responsibilities as are generally associated with his offices, including oversight and management of all operations in Las Vegas, Nevada for VCR including: casino, hotel, MICE, food & beverage, entertainment, and the Sands Expo Center, provided that same may be modified and/or assigned to the Executive from time to time by the President & Chief Operating Officer, and subject to the supervision, direction and control of the President & Chief Operating Officer, Chief Executive Officer, and the Board of Directors of LVSC. |
1.3 | Licensing and Compliance Requirement . The Executive shall file an application to obtain a finding of suitability as an officer of the Company (the “License”) with the Nevada State Gaming Control Board and the Nevada Gaming Commission (collectively, the “Nevada Gaming Authorities”), pursuant to the provisions of applicable Nevada gaming laws and the regulations of the Nevada Gaming Commission. The Executive agrees, at the Company’s sole cost and expense, to cooperate with the Nevada Gaming Authorities at all times, including but not limited to in connection with the |
Executive Initials:
|
/s/ GM |
1.4 | Performance . The Executive hereby accepts the employment described herein under the terms and conditions set forth in this Agreement. The Executive covenants and agrees that during the Term, Executive will faithfully and diligently perform the duties of Executive’s employment, devoting Executive’s full business and professional time, attention, energy, experience and ability to promote the business interests of the Company. The Executive further agrees that during the period of Executive’s employment with the Company, Executive will not engage in any other employment, occupation, consultation or business or professional pursuits whatsoever unless LVSC’s Chief Executive Officer shall consent thereto in writing; provided, however, that the foregoing shall not preclude the Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to private investments that do not unreasonably interfere or conflict with the performance of the Executive’s duties under this Agreement. |
1.5 | Policies and Procedures . In addition to the terms herein, the Executive agrees to be bound by the LVSC’s Code of Conduct, as well as its policies and procedures as such may be amended by LVSC from time to time. In the event the terms in this Agreement conflict with LVSC’s policies and procedures, the terms herein shall take precedence. |
2. | Base Salary . During the Term, the Executive shall be entitled to receive an annual base salary of One Million One Hundred Thousand Dollars ($1,100,000.00) payable in equal bi-monthly installments or as otherwise in accordance with the regular payroll of the Company and subject to applicable withholdings (the “Base Salary”). |
3. | Annual Bonus . The Executive shall be eligible to participate in the LVSC Management Incentive Plan governing eligibility to receive an annual cash bonus. The amount and payment of any bonus shall be based on the achievement of Company and Executive’s performance objectives that shall be reasonably determined annually by the LVSC; provided, that the bonus target will be seventy-five percent (75%) of Executive’s annual Base Salary (the “Target Annual Bonus”), determined in accordance with the Management Incentive Plan. Additionally, Executive shall not have any enforceable right to receive any bonus except for such bonuses as are formally approved by the Compensation Committee of LVSC’s Board of Directors. Any bonus payable pursuant to this Section shall be paid by the end of the first calendar quarter of the year following the year to which the bonus relates, subject to applicable withholdings. Upon termination of the |
Executive Initials:
|
/s/ GM |
4. | Equity Awards . The Executive shall be eligible to receive equity awards under the Company’s 2004 Equity Award Plan (the “Plan”). Management will recommend that the Compensation Committee of the Company’s Board of Directors, which administers the Plan, approve a one-time award of non-qualified options to purchase one hundred thousand (100,000) shares of the Company’s common stock (the “Option Shares”) shall become vested and exercisable twenty-five percent (25%) on each of the second through fifth anniversaries of the Effective Date of this Agreement, conditioned on Executive’s continued employment except as provided herein. |
5. | Employment Benefit Programs . |
5.1 | Benefit Plans . During the Term, the Executive shall be entitled to participate in any fringe group health, medical, dental, hospitalization, life, accident insurance or other welfare plans, and any tax-qualified pension (including 401k plan), tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company during the Term hereof for the benefit of its employees generally, or for its senior executives subject to all restrictions and limitations contained in such plans or established by governmental regulation. In addition to the foregoing, the Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives, including without limitation, any nonqualified supplemental executive retirement plan or deferred compensation plan. |
5.2 | Permitted Leave . The Executive shall be entitled to vacations and holidays as provided in the Company’s vacation, holiday or flex day policies as in effect from time to time, but no less than the following: four (4) weeks of |
Executive Initials:
|
/s/ GM |
5.3 | Relocation Assistance . The Company will pay Executive’s moving expenses to relocate Executive and his family from Nassau, Bahamas and/or Houston, Texas to Las Vegas, NV, according to The Las Vegas Sands Corporation Domestic Relocation Policy (including the additional items described below) and the Relocation Repayment Agreement, a copy of which will be given to Executive. This includes: 90 days of temporary living (no more than 30 days housing on property), airfare and reasonable expenses back and forth for 90 days for Executive or his spouse. |
6. | Termination . |
6.1 | Termination by the Company for Cause . |
(a) | (i) conviction of a felony, misappropriation of any material funds or material property of the Company or any of its Affiliates, (ii) commission of fraud or embezzlement with respect to the Company or any of its Affiliates or (iii) any material act of dishonesty relating to the Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of its Affiliates; |
(b) | use of alcohol or drugs that renders the Executive materially unable to perform the functions of his job or carry out his duties to the Company; |
(c) | a material breach of this Agreement by the Executive; |
(d) | a material breach of LVSC’s Code of Conduct, or |
(e) | committing any act or acts of serious and willful misconduct (including disclosure of Confidential Information or other material |
Executive Initials:
|
/s/ GM |
(a) | Base Salary at the rate in effect at the time of the termination through the date of termination of employment, subject to applicable withholdings; |
(b) | Reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and |
(c) | Such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs. |
6.2 | Termination by the Company Without Cause or By the Executive for Good Reason . In the event that the Company terminates the Executive’s employment without Cause or the Executive terminates Executive’s employment for Good Reason, in addition to the Standard Benefits, the Executive shall thereupon be entitled to: |
(a) | Continuation of the Base Salary (in effect on the date of termination), payable in bi-monthly installments or otherwise in accord with the Company’s policies and procedures, for twelve months if termination occurs prior to March 1, 2016 or six months |
Executive Initials:
|
/s/ GM |
(b) | Continued participation in the health and welfare benefit plans of the Company described in Section 5.1 for the Executive and Executive’s spouse and dependents, if any, during the Applicable Period. |
(c) | Any Bonus awarded for the year prior to termination but not yet paid in the year of termination, to be paid at the time such bonuses are awarded in the ordinary course and subject to applicable withholding and Company payroll practice. |
(d) | A Bonus for the year of the termination, pro-rated for the amount of time during that year Executive was employed by the Company. The amount and payment of that Bonus will be reasonably determined based on the achievement of the Company and Executive’s performance objectives. The Bonus will be determined and paid at the time such bonuses are awarded in the ordinary course and subject to applicable withholding and Company payroll practice. |
6.3 | Termination By the Executive For Good Reason . The Executive may terminate Executive’s employment hereunder during the Term for Good Reason (as such term is defined below), on the terms and in the manner set forth in this Agreement. |
(1) | “Good Reason” shall mean any of the following: |
(2) | If the Executive determines that Good Reason exists for termination of this Agreement and Executive’s employment with the Company for any of the reasons described in Section 6.3(1)(a) above, the Executive shall provide the Company with written notice of Executive’s intention to terminate Executive’s employment. Such |
Executive Initials:
|
/s/ GM |
6.4 | Termination Upon Expiration of Terms . In case of a termination of employment upon its expiration pursuant to Section 1.1 without renewal or superseding Agreement between the parties, Executive shall be entitled to receive the Standard Benefits set forth in Section 6.1.2 (a)-(c) above and any Bonus awarded for the year prior to termination but not yet paid in the year of termination. |
6.5 | Termination due to the Executive’s Disability or Death . |
6.6 | Health and Welfare Benefit Equivalents. To the extent that the health and welfare benefits provided for in Section 6 are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for the Executive and/or Executive’s spouse and dependents, if any, under COBRA), the Company shall pay to the Executive or Executive’s estate, as applicable, such amount as is necessary to provide the Executive and/or Executive’s spouse and dependents, if any, after tax, with an amount equal to the cost of acquiring, for the Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would |
Executive Initials:
|
/s/ GM |
6.7 | Timing of Certain Payments . Subject to Sections 6.8 & 6.9: (a) any amounts payable under Sections 6.1-6.5 shall be paid as soon as practicable, and in any event within 30 days following termination of employment; and (b) any reimbursements for expenses incurred under Sections 6.1-6.5 (to the extent such reimbursements are treated as deferred compensation subject to Section 409A) shall be paid as soon as practicable following submission of the claims but in any event not later than the third calendar year following the calendar year in which your separation from service occurs. |
6.8 | Section 409A . For purposes of this Agreement, “ Section 409A ” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. In addition, for purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be deemed to refer to “separation from service” within the meaning of Section 409A (without application of any alternative definitions permitted thereunder) and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. |
a) | It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. In light of the uncertainty as of the date hereof with respect to the proper application of Section 409A, the Company and you agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for your account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have |
Executive Initials:
|
/s/ GM
|
b) | Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for your benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by you to the Company. |
c) | Notwithstanding anything in this Agreement to the contrary, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments under Sections 6.1-6.5 that are “deferred compensation” subject to Section 409A shall be made to you prior to the date that is six (6) months after the date of your “separation from service” or, if earlier, your date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. In addition, for a period of six months following the date of separation from service, to the extent that the Company reasonably determines that any of the benefit plan coverages described herein may not be exempt from U.S. federal income tax, you shall in advance pay to the Company an amount equal to the stated taxable cost of such coverages for six months. At the end of such six-month period, you shall be entitled to receive from the Company a reimbursement of the amounts paid by you for such coverages. |
d) | For purposes of Section 409A, each of the payments that may be made under the Agreement are designated as separate payments. |
e) | To the extent that any reimbursement for expenses or miscellaneous items are taxable to you, any such reimbursement payment due to you shall be paid to you as promptly as practicable, and in all events on or before the last day of your taxable year following the taxable year in which the related expense was incurred. Any such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that you receive in one taxable year shall not affect the amount of such benefits or reimbursements that you receive in any other taxable year. |
6.9 | Release . Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments to which the Executive is entitled under this Section 6 are conditional upon and subject to the Executive’s execution, within 60 days following termination of Executive’s employment, of the General Release and Covenant Not to Sue in the form attached hereto as Exhibit A (which form |
Executive Initials:
|
/s/ GM |
7. | Equitable Relief . The Executive acknowledges that the breach of Exhibit B of this Agreement by the Executive will cause irreparable injury to the Company and/or its Affiliates which could not be adequately compensated in money damages and shall entitle the Company and/or its Affiliates to all equitable remedies, including without limitation injunctive relief, specific performance and restraining orders. Equitable relief shall be in addition to all other remedies available to the Company. Notwithstanding the foregoing, the Company’s right to damages or other remedies for material breach by the Executive shall be unrestricted. |
8. | Indemnification & Insurance . |
Executive Initials:
|
/s/ GM |
9. | Entire Agreement . This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto. |
10. | Assignability; Binding Nature . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns. No rights or obligations of the Parties may be assigned except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company may also assign this Agreement to an Affiliate at its sole discretion. |
11. | Amendment . No provision in this Agreement may be amended, changed or modified unless such amendment, change or modification is agreed to in writing. |
12. | Construction . The terms and conditions of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their attorneys and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement. |
13. | Waiver . Neither the failure nor any delay on the part of any Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver of that right, remedy, power or privilege. No provision in this Agreement may be waived unless such waiver is agreed to in writing. |
14. | Partial Invalidity . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever. |
Executive Initials:
|
/s/ GM |
a) | The validity, legality, and unenforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and |
b) | To the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give maximum possible effect to the intent manifested by the provision held invalid, illegal, or unenforceable. |
15. | Notices . All notices, consents, or other communications provided for hereunder, including without limitation notices of default, termination of this Agreement and readiness for inspection of portions of the employment, shall be deemed effective (i) on the date when hand-delivered; (ii) on the date when forwarded by confirmed facsimile transmission; or (iii) upon receipt of certified mail, return receipt requested and postage prepaid. All notices shall be addressed to the Parties at their respective addresses set forth below: |
As to the Company: |
Venetian Casino Resort, LLC
Attn: General Counsel 3355 Las Vegas Boulevard South Las Vegas, NV 89109 |
With copy to: |
Las Vegas Sands Corp.
Attn: Office of the General Counsel 3355 Las Vegas Boulevard South Las Vegas, NV 89109 |
16. | Governing Law . This Agreement shall be governed by and construed and interpreted in accordance with the laws of Nevada without reference to the principles of conflict of laws, which could cause the application of the law of any other jurisdiction. |
17. | Dispute Resolution . Except as set forth in Section 7 above, disputes between the Company and Executive shall be pursuant to arbitration as described in Exhibit C hereto. |
Executive Initials:
|
/s/ GM |
18. | Headings . The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. |
19. | Counterparts . This Agreement may be executed in counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement with the same effect as if all Parties and signed the same signature page. |
VENETIAN CASINO RESORT, LLC:
|
EXECUTIVE:
|
||||
By:
|
/s/ Robert G. Goldstein
|
By:
|
/s/ George M. Markantonis
|
||
Name:
Title: |
Executive Initials:
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/s/ GM |
Executive Initials:
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/s/ GM |
Executive Initials:
|
/s/ GM |
Venetian Casino Resort, LLC
|
|||
By:
|
/s/ Robert G. Goldstein
|
||
Its:
|
|||
EXECUTIVE
|
|||
/s/ George M. Markantonis
|
|||
George M. Markantonis
|
Executive Initials:
|
/s/ GM |
1.1 | Restrictive Covenant . The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and Affiliates and accordingly agrees that during the Term and for a period equal to one (1) year from the date of termination of employment, the Executive shall not, directly, either as principal, employee, partner, consultant, officer or director, own, manage, operate, control or otherwise engage in, any casino hotel in (i) Clark County, Nevada (including, without limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of The People’s Republic of China or the Republic of Singapore, (iii) Bethlehem, Pennsylvania or (iv) any other location in which the Company or any of its Affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of the Executive’s termination. |
1.2 | Non-solicitation . In addition to, and not in limitation of, the provisions of Section ___, the Executive agrees, for the benefit of the Company and its Affiliates, that during the Term and for the period commencing on the date of the Executive’s termination and ending on the second anniversary of such date of termination, the Executive shall not, directly, either as principal, employee, partner, officer or director, on behalf of the Executive or any other person or entity other than the Company or its Affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of the Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its Affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of the Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its Affiliates. |
1.3 | General . The Executive understands that the provisions of this Section may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company and its Affiliates, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to the Executive, and (v) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions |
Executive Initials:
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/s/ GM |
1.4 | Waiver . Notwithstanding anything to the contrary in this Exhibit, in the event of a termination by the Company without Cause or by the Executive for Good Reason, and the Executive waives all right to payments and other compensation under this Agreement with respect to the Salary Continuation or any part of thereof, then the restrictive covenant of this Exhibit shall be inapplicable to the Executive with respect to the period for which compensation is so waived. |
1.5 | Survival . The Executive agrees that the provisions of this Exhibit shall survive the termination of this Agreement and the termination of the Executive’s employment, provided that the restrictive covenants in this Exhibit shall not apply to termination of employment due to expiration of the Term in Section 1.1. The Company agrees that the restrictive covenants contained herein are in consideration for the payments described in Sections 2-4 and 6 of this Agreement. |
Executive Initials:
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/s/ GM |
a) | As used in this Agreement: |
(i) | “ Confidential Information ” shall mean all material private, personal, confidential or proprietary information, tangible or intangible, owned by or pertaining to the Company or its Affiliates, which information was learned or acquired by the Executive as a result of the employment relationship with the Company; provided , however , that “Confidential Information” shall not include information or data: (i) generally publicly known, (ii) learned by the Executive from third persons with a legal right to disclose such information or (iii) discovered by the Executive through means entirely independent from and in no way arising from the disclosure to the Executive by the Company. |
(ii) | “ Trade Secrets ” shall mean the Company’s and/or its Affiliates’ “trade secrets” as such term is defined in the Uniform Trade Secrets Act, as promulgated generally in the United States of America. |
b) | Non-Disclosure . Both during and after the employment, the Executive agrees to hold confidential all Confidential Information learned or acquired by the Executive and will take all action necessary to preserve that confidentiality. The Executive represents and covenants that the Executive shall treat any Confidential Information disclosed to, or learned by, the Executive as fiduciary agent of the Company, recognizing that the Company only made the Confidential Information accessible to the Executive by reason of the special trust and confidence which the Company placed in the Executive. The Executive shall not disclose, disseminate, transmit, publish, distribute, make available or otherwise convey any of the Company’s or any of its Affiliates’ Trade Secrets to any person except directors, officers and executives of the Company that in the Executive’s actual and reasonable knowledge are entitled and authorized to view such Trade Secrets and who need to know such Trade Secrets in order to conduct bona fide activities on behalf of the Company. |
(c) | Without the prior written approval of duly authorized representatives of the Company or any of its Affiliates, which the Company or any of its Affiliates may in their discretion withhold, the Executive agrees that, during the term of this Agreement or at any time thereafter, the Executive shall keep confidential and shall not directly or indirectly disclose, reveal, publish, exploit or otherwise make use of the Confidential Information in any manner whatsoever including, but not limited to, interviews, articles, accounts, books, plays, movies, and documentaries, whether non-fiction or fictional. |
(d) | Security Measures . While in possession or control of Confidential Information, or any media embodying same, the Executive shall take reasonable efforts to keep such Confidential Information reasonably inaccessible from persons not otherwise authorized to view the Confidential Information. |
(e) | Forced Disclosure . If the Executive is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Executive shall provide an officer of the |
Executive Initials:
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/s/ GM |
(f) | Ownership . Notwithstanding any other provision of this Agreement, the Executive hereby acknowledges that the Company owns the exclusive right, title and interest in and to the Confidential Information and the intellectual property embodied in, relating to, based upon or arising from Confidential Information. |
(g) | Return of Materials . When the Executive’s employment with the Company ends, the Executive shall return to the Company all content, in whatever media, owned by the Company, including, without limitation, all Confidential Information, papers, drawings, notes, memoranda, manuals, specifications, designs, devices, code, e-mail, documents, diskettes, tapes and any other material. The Executive shall also return any keys, access cards, cell phones, computers, identification cards and other property and equipment belonging to the Company and/or its Affiliates. All data and information stored on or transmitted using the Company owned or leased equipment is the property of the Company. |
3. | Cooperation . At any time following the effective date of termination of this Agreement, the Executive shall reasonably cooperate with the Company in any litigation or administrative proceedings involving any matters with which the Executive was involved during Executive’s employment by the Company. The Company shall reimburse the Executive for reasonable costs, fees and expenses, if any, incurred in providing such assistance. |
4.
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Warranties
.
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4.1 | The Executive warrants and certifies that the Executive has fully read and understands the terms, nature and effect of this Agreement. In executing this Agreement, the Executive does not rely on any inducements, promises or representations by the Company or any person other than the terms and conditions of this Agreement. |
4.2 | The Executive warrants and represents that the Executive does not know of any restriction or agreement to which the Executive is bound which arguably conflicts with the execution of this Agreement or the employment hereunder. |
5. | Controlled Substance and Alcohol Screening . Throughout the term of this Agreement, the Executive must abide by the Company’s controlled substance and alcohol policy as adopted from time to time. The Executive acknowledges and agrees that these policies may include requirements that the Executive submit to |
Executive Initials:
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/s/ GM |
5.1 | The Executive agrees that failure to consent or cooperate in testing for controlled substances or alcohol or positive results from such testing may be the subject of disciplinary action up to and including termination. |
5.2 | The Executive agrees that testing for controlled substance or alcohol may include taking and testing of the Executive’s urine, blood or hair. |
5.3 | The Executive shall hold the Company and its Affiliates and each of their respective officers, directors, employees, agents and shareholders harmless from any and all claims, demands or liability arising from testing for controlled substances or alcohol and from any disciplinary action resulting from such proposed or actual testing. |
By:
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EXECUTIVE
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||
/s/ George M. Markantonis
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|||
George M. Markantonis
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Executive Initials:
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/s/ GM |
VCR:
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(Initial)
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Executive:
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/s/ GM
(Initial)
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1. | Any controversy or claim arising out of or related to any provision of this Agreement other than Section 7 shall be settled by final, binding non-appealable arbitration in Las Vegas, Nevada. Subject to the following provisions, the arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) then in effect. The arbitration shall be conducted by a panel of three arbitrators. One of the arbitrators shall be appointed by the Company, one shall be appointed by the Executive and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within thirty (30) days of the appointment of the second arbitrator, then the third arbitrator shall be selected from a list of seven arbitrators selected by the AAA, each of whom shall be experienced in the resolution of disputes under employment agreements for executive officers of major corporations. From the list of seven arbitrators selected by the AAA, one arbitrator shall be selected by each Party striking in turn with the Party to strike first being chosen by a coin toss. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either Party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. The Company shall be responsible for all of the fees of the AAA and the arbitrators (if applicable). |
2. | If the Executive prevails on any material issue which is the subject of an arbitration or litigation, as applicable, the Company shall reimburse one hundred percent (100%) of the Executive’s reasonable legal fees and expenses. If the Company prevails on all issues, the Executive shalt reimburse one hundred percent (100%) of the Executive’s reasonable legal fees and expenses. Otherwise, each Party shall be responsible for its own expenses relating to the conduct of the |
Executive Initials:
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/s/ GM |
3.
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The arbitrators shall render an award and written opinion explaining the award.
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4. | The hearing and arbitration proceedings (as well as any resulting judicial proceedings seeking to enforce or vacate any arbitration award) shall be conducted in a confidential manner and both the conduct and the results of the arbitration shall be kept confidential by the Parties, their attorneys, consultants and agents. The arbitrators shall be advised of the confidentiality of the proceedings and any award and decision of the arbitrators shall be written in such a way as to protect the confidentiality of personal information or information made (or recognized as) confidential by this Agreement or recognized as confidential by any confidentiality agreement. |
5. | In the event of litigation to secure provisional relief, or to enforce, confirm or review an arbitration award under this Agreement, any such court action shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the arbitration, the decision and award, any personal information and the confidentiality of any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties. Each Party to any such judicial action shall make every effort in any pleadings filed with the court and in Executive’s or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties. To this end, the court shall, inter alia , be informed of the confidentiality obligations of this Agreement and shall be requested that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the Parties. |
6. | In the event of a dispute subject to this Section, the Parties shall be entitled to reasonable, but expedited discovery related to the claim that is the subject of the dispute, subject to the discretion of the arbitrators. Any discovery agreed upon or authorized by the arbitrators shall be concluded prior to the date set for the hearing. In the event of a conflict between the applicable rules of the AAA and the procedures set forth in this Section, the provisions of this Section shall govern. |
By:
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EXECUTIVE
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||
/s/ George M. Markantonis
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|||
George M. Markantonis
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Executive Initials:
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/s/ GM |
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/s/ George M. Markantonis
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George M. Markantonis
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Executive Initials:
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/s/ GM |
1. | You will not be required to maintain regular office hours as of the Termination Date. |
2. | You agree that you will provide best efforts in achieving an orderly transition of your responsibilities, to the Chairman of the Board of Sands China Limited (“ SCL ”) (or such senior executives of either VML or LVS as he may designate) and the SCL Board of Directors as may be necessary. |
3. | You acknowledge that you understand and agree that you are required to return, as of the Termination Date, all property of the Company in your possession, including without limitation, files, memoranda, records, contact lists, customer lists, computers, ipads, wireless devices and any other documents and physical items and items in electronic format. Additionally, the Company will assist you in transferring personal contacts and calendar information to electronic devices necessary for you to perform the consultancy agreement attached hereto during the consultancy period, at the conclusion of which you will return those devices, contents and other Company property to the Company. |
Employee initials
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/s/ ET
|
1. | Termination of Employment & Transition. Effective upon signing of this Separation Agreement and continuing until Termination Date, Executive will maintain the title of CEO & President of VML provided, however, that Executive hereby resigns all of his positions as an officer and director of Sands China Ltd. and its affiliates as of the Termination Date and will devote his energies to licensing and project matters, as well as transitioning of his responsibilities under the direction of the Chairman of the Board of Sands China Ltd. (or such person as he may designate in writing) as well as such other significant matters so directed. |
2.
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Payments by the Company.
|
ITEMS
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AMOUNT BEFORE TAX
(In USD to be paid in MOP)
|
PAYMENT DUE DATE
|
||
(i)
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Regular Base Salaries:
6 March 2015
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Subject to final PTO record to be updated by Human Resources
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No later than
3 April 2015
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(ii)
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Annual leave remaining unused as of 6 March 2015
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Subject to final PTO record to be updated by the Employee
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No later than
3 April 2015
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2.1.
|
Consideration/Payment in Full.
|
(i) | The Company will pay Employee US$1,500,000.00 subject to applicable tax withholding, along with any other appropriate payroll deductions on or before 3 April 2015; |
(ii) | In lieu of delivering a pro-rated number of restricted stock units that would otherwise be agreed based on the May 1, 2013 Award, the Company will pay the Executive an additional lump sum equal to the average price of 503,731 shares of SCL stock on March 6, 2015, subject to applicable payroll deductions, on or before 3 April 2015; |
(iii) | The Company will payout to Executive 100% of his accrued Provident Fund as soon as possible; |
(iv) | The Company will pay Executive a bonus for 2014 on the same basis as like-situated executives as though he were still employed on the date of |
Employee initials
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/s/ ET
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(v) | Subject to the approval of the Company’s Remuneration Committee, you hereby agree that the RSU Grants provided for in the May 1, 2013 Supplement to your Employment Agreement, any options vested on or before the Termination Date and the Equity Agreements related thereto will be amended such that the Vesting Date set out in the Grant of Share Award (Restricted Stock Units) pursuant to your May 1, 2013 shall, subject to the approval of the Remuneration Committee, be amended as follows: |
· | 503,731 shares shall lapse on 28 February 2015. |
· | 496,269 shares shall vest on December 31, 2016 at the conclusion of the consultancy period in the attached Consultancy Agreement. |
(vi) | SCL Options granted and vested prior to the Termination Date will be governed according the Company’s equity plan/ be exercisable by you after the Termination Date during the consultancy period established through Attachment A but will expire 90 days after the end of the consultancy period or on the date on which the attached Consultancy Agreement is terminated, if earlier. |
(vii) | SCL will engage the Executive as a consultant for a period of 21 months and 25 days starting March 7, 2015 and ending December 31, 2016 pursuant to the attached Consultant’s Agreement. |
(viii) | In the event of Executive’s death prior to the time when all payments under this Section 2 have been made, Executive’s estate shall receive such payments not already paid to Executive in accordance with the provisions of this Section 2. |
(ix) | Repatriation: Company will pay for your repatriation to the United States including assistance with transportation of household pets (including special handling as needed for family dog). |
(x) | Business expenses submitted in accordance with Company policy will be reimbursed. |
(xi) | Health insurance through the Consultancy Agreement with eligibility for COBRA or COBRA equivalent coverage thereafter. |
Employee initials
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/s/ ET
|
(xii) | Accommodation. The Company will, in accordance with your Employment Agreement, continue to provide accommodation for you until 3 April 2015 as needed. |
3. | No Severance Benefits Unless Executive Signs this Separation Agreement and General Release . Executive understands and agrees that he will not receive any of the Severance Benefits specified in Section 2 above unless he signs and does not revoke this Separation Agreement and General Release within the time periods specified in Section 22 below and fulfills all of the promises contained herein. |
4. | General Release of Claims . |
(a) | In consideration for the benefits specified in this agreement, Employee hereby understands and agrees that Employee is knowingly and voluntarily releasing, waiving and forever discharging (and Employee hereby does knowingly and voluntarily release, waive and forever discharge), to the fullest extent permitted by law, on Employee’s own behalf and on behalf of Employee’s agents, assignees, lawyers, heirs, executors, administrators and anyone else claiming by or through Employee (collectively referred to as the “Releasors”): |
(i) | the Company, its affiliates, subsidiaries, predecessors, successors or assigns, and any of its or their past or present stockholders, members or other equity holders, and any of its or their respective past or present directors, executives, officers, insurers, lawyers, employees, consultants, agents, employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), |
(ii) | of and from any and all claims under Macau law or equity, whether known or unknown, asserted and unasserted, that Employee and/or the other Releasors have or may have against Released Parties as of the Effective Date (as defined below), including but not limited to all matters relating to or in any way arising out of any aspect of Employee’s employment with the Company, separation from employment with the Company, or Employee’s treatment by the Company while in the Company’s employ, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (including consequential, punitive or exemplary damages), liabilities or the like of whatever nature (including, without limitation, lawyers’ fees and costs) (collectively “Claims”), including but not limited to all Claims for: |
Employee initials
|
/s/ ET
|
(b) | The Released Parties, for good consideration which they hereby acknowledge receiving, hereby release Employee from any and all claims, demands, causes of action, liability or the like which they had, now have or may claim to have against Employee, as of the Effective Date, whether known or unknown (it being understood and agreed that excluded from the release set forth in this Section 4(b) are (i) any claims or rights to enforce this Agreement against Employee, (ii) any claims that may arise after the Effective Date and (iii) any claims that the Released Parties cannot lawfully release). |
5.
|
Additional Agreements by Executive
.
|
Employee initials
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/s/ ET
|
6.
|
Affirmations
. In signing this Agreement, Executive hereby affirms that:
|
Employee initials
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/s/ ET
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7. | Cooperation . |
Employee initials
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/s/ ET
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Employee initials
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/s/ ET
|
8. | Confidentiality of This Agreement. |
9. | Confidentiality/Non-Disclosure . Executive agrees to make no disclosure or use of any proprietary or confidential information, including without limitation, data, developments, customer information or trade secrets belonging to the Company or learned or acquired by Executive and will take all action necessary to preserve that confidentiality. Executive shall continue to comply with any confidentiality agreements, provisions and policies by which Executive has previously agreed to abide. For purposes of emphasis and as a reminder, portions of this Agreement set forth obligations already imposed on Executive by the Employment Agreement entered into on as of October 26, 2010 and on file with the Company, including, but not limited to, obligations related to nondisclosure. The provisions of this Section do not supersede the Confidentiality Agreement or any other written agreement Executive may have with the Company. |
10. | Public Statements/Mutual Non-disparagement . |
Employee initials
|
/s/ ET
|
11. | Severability . If any provision of this Agreement is held to be unenforceable, Executive understands and agrees that such unenforceability shall not affect any other provision hereof and that the remainder of the Agreement shall be enforceable. |
12. | No Admission . The Parties hereto recognize that, by entering into this Agreement, the Company does not admit, and does specifically deny, any violation of any law, whether regulatory, common or statutory. The Parties further recognize that any payment by the Company under this Agreement is not an admission of liability, but a compromise of any and all issues that have been or may be disputed between the Company and Executive in connection with Executive’s employment by the Company. This Agreement is made for the purpose of terminating any and all potential disputes between the Company and Executive and the amounts payable to Executive hereunder are in addition to anything of value to which he is already entitled. |
13. | Rights After Breach . Executive agrees that, in the event Executive materially breaches any provision of this Agreement or otherwise engages in any other act or omission that has caused or may reasonably be expected to cause injury to the interest or business reputation of the Company, in addition to rights otherwise set forth in this Agreement: (a) the Company shall have the right to (i) offset or reduce or discontinue any payments, reimbursements or benefits he otherwise would be entitled to receive under the provisions of this Agreement; and (ii) demand repayment of or reimbursement for, and Executive shall immediately repay or reimburse the Company upon demand, any or all payments, reimbursements or benefits paid or provided to Executive under the provisions of this Agreement; and (b) the Released Parties shall be entitled to file counterclaims against Executive in the event of Executive’s breach of the covenant not to sue and may recover from Executive any repayment or reimbursement not made to the Company, as required by Section 13(a) hereof, as well as any and all other resulting actual or consequential damages, including reasonable attorneys’ fees and costs. |
14. | Notices . Any and all notices required by this Agreement shall be either hand-delivered, by e-mail or mailed, via certified mail, return receipt requested or via nationally recognized commercial courier, addressed to: |
TO THE COMPANY
:
|
|||
Copy to:
|
|||
Employee initials
|
/s/ ET
|
TO EXECUTIVE:
|
Edward M. Tracy
|
||
Contact No.:
|
|||
Email:
|
15. | Binding Release . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns. |
16. | Assignment . Neither the Company nor Executive shall have the right to assign this Agreement or its respective rights or interests hereunder without the prior written consent of the other Party. Any purported assignment or transfer in violation of this Section 16 shall be null and void. |
17. | Counterparts . This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one agreement. |
18. | Amendment or Modification . This Agreement may not be amended or modified except by a writing signed by all Parties hereto. |
19. | Governing Law and Enforcement . The Company and the Employee hereby agree to the exclusive jurisdiction of the laws and courts of Macau (SAR) for any legal proceedings related to this Agreement. |
20. | Entire Agreement . This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and no representations, oral or written, are being relied upon by either Party in executing this Agreement other than the express representations of this Agreement. This Agreement supersedes any prior understanding, agreement or undertakings between the Parties, subject to the provisions of Section 9 above. |
21. | Drafting . This Agreement shall not be construed either for or against the Company or Executive, by reason of the Party drafting its provisions. Executive may accept this Agreement by delivering to Executive hereby acknowledges and confirms that Executive has read all pages of this Separation Agreement and General Release and hereby freely |
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
a) | Use Consultant’s reasonable commercial efforts, skills and abilities in the performance of the services set forth in Appendix A of this Consultancy Agreement and to promote the best interests of the Company; |
b) | Communicate on an as necessary basis with the Company Monitor for this Consultancy Agreement, Robert Goldstein or any other person(s) designated by him in writing with notice to the Consultant. The Company Monitor has the responsibility for managing Consultant’s performance; and |
c) | Submit all invoices to the Company in the name of Consultant for services rendered and expenses incurred by Consultant for the Company during the periods covered by such invoices, including accurate receipts for expenses |
Employee initials
|
/s/ ET
|
d) | Consultant shall not have the authority to bind the Company or its affiliates in contract or to extend business complimentaries at the Company’s facilities. |
a) | Representations and Warranties of Consultant |
b) | Consultant agrees to comply with all the representations as set forth in Appendix B. |
c) | Warranty of the Company: |
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
VENETIAN MACAU LIMITED
|
|||||
/s/ Robert G. Goldstein
|
By:
|
/s/ Edward M. Tracy | |||
CONSULTANT –
Edward M. Tracy
|
|||||
DATED:
|
January 15, 2015 |
January
15, 2015
|
Employee initials
|
/s/ ET
|
1. | Consultant shall provide professional advice and consultation in connection with the Company and its affiliated entities relating to affairs of the Company and its affiliated entities in Macau. |
2. | Consultant’s services will include conferring with his successor as General Counsel and Company Secretary, providing transition to auditors, assisting in transition of any law firm and regulatory relationships, and working with regulators as necessary as approved in writing by the Agreement Monitor. |
3. | Consultant shall not perform any activity undertaken to promote, advocate, influence or oppose some official action of the executive or legislative branch of any federal, state or local government (“Lobbying”). |
4. | Consultant does not have the authority to bind the Company or its affiliates in contract. |
/s/ Edward M. Tracy
|
|
Edward M. Tracy
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|
Date:
|
January 15, 2015 |
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
/s/ Edward M. Tracy
|
|
Edward M. Tracy
|
|
Date:
|
January 15, 2015 |
Employee initials
|
/s/ ET
|
/s/ Edward M. Tracy
|
|
Consultant
|
|
Date:
|
January 15, 2015 |
Employee initials
|
/s/ ET
|
Employee initials
|
/s/ ET
|
Date:
|
May 7, 2015
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
May 7, 2015
|
By:
|
|
/s/ Michael A. Quartieri
|
|
|
|
|
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)
|
Date:
|
May 7, 2015
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
May 7, 2015
|
By:
|
|
/s/ Michael A. Quartieri
|
|
|
|
|
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)
|