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
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27-0099920
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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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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¨
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Emerging growth company
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¨
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Class
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Outstanding at May 3, 2017
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Common Stock ($0.001 par value)
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792,268,004 shares
|
|
|
|
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Item 1.
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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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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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||
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March 31,
2017 |
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December 31,
2016 |
||||
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(In millions, except par value)
(Unaudited)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,956
|
|
|
$
|
2,128
|
|
Restricted cash and cash equivalents
|
10
|
|
|
10
|
|
||
Accounts receivable, net
|
683
|
|
|
776
|
|
||
Inventories
|
47
|
|
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46
|
|
||
Prepaid expenses and other
|
124
|
|
|
138
|
|
||
Total current assets
|
2,820
|
|
|
3,098
|
|
||
Property and equipment, net
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15,741
|
|
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15,903
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|
||
Leasehold interests in land, net
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1,228
|
|
|
1,210
|
|
||
Intangible assets, net
|
100
|
|
|
103
|
|
||
Other assets, net
|
153
|
|
|
155
|
|
||
Total assets
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$
|
20,042
|
|
|
$
|
20,469
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
104
|
|
|
$
|
128
|
|
Construction payables
|
240
|
|
|
384
|
|
||
Other accrued liabilities
|
1,816
|
|
|
1,935
|
|
||
Income taxes payable
|
233
|
|
|
192
|
|
||
Current maturities of long-term debt
|
119
|
|
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167
|
|
||
Total current liabilities
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2,512
|
|
|
2,806
|
|
||
Other long-term liabilities
|
134
|
|
|
126
|
|
||
Deferred income taxes
|
208
|
|
|
200
|
|
||
Deferred amounts related to mall sale transactions
|
411
|
|
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413
|
|
||
Long-term debt
|
9,671
|
|
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9,428
|
|
||
Total liabilities
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12,936
|
|
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12,973
|
|
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Commitments and contingencies (Note 6)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 1,000 shares authorized, 830 shares issued, 792 and 795 shares outstanding
|
1
|
|
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1
|
|
||
Treasury stock, at cost, 38 and 35 shares
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(2,593
|
)
|
|
(2,443
|
)
|
||
Capital in excess of par value
|
6,529
|
|
|
6,516
|
|
||
Accumulated other comprehensive loss
|
(61
|
)
|
|
(119
|
)
|
||
Retained earnings
|
2,121
|
|
|
2,222
|
|
||
Total Las Vegas Sands Corp. stockholders’ equity
|
5,997
|
|
|
6,177
|
|
||
Noncontrolling interests
|
1,109
|
|
|
1,319
|
|
||
Total equity
|
7,106
|
|
|
7,496
|
|
||
Total liabilities and equity
|
$
|
20,042
|
|
|
$
|
20,469
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions, except per share data)
(Unaudited) |
||||||
Revenues:
|
|
|
|
||||
Casino
|
$
|
2,404
|
|
|
$
|
2,082
|
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Rooms
|
406
|
|
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366
|
|
||
Food and beverage
|
213
|
|
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188
|
|
||
Mall
|
157
|
|
|
135
|
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||
Convention, retail and other
|
134
|
|
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124
|
|
||
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3,314
|
|
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2,895
|
|
||
Less — promotional allowances
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(208
|
)
|
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(178
|
)
|
||
Net revenues
|
3,106
|
|
|
2,717
|
|
||
Operating expenses:
|
|
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|
||||
Casino
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1,327
|
|
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1,220
|
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||
Rooms
|
71
|
|
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65
|
|
||
Food and beverage
|
111
|
|
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102
|
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||
Mall
|
16
|
|
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14
|
|
||
Convention, retail and other
|
67
|
|
|
59
|
|
||
Provision for doubtful accounts
|
32
|
|
|
45
|
|
||
General and administrative
|
338
|
|
|
299
|
|
||
Corporate
|
42
|
|
|
47
|
|
||
Pre-opening
|
2
|
|
|
9
|
|
||
Development
|
3
|
|
|
2
|
|
||
Depreciation and amortization
|
321
|
|
|
260
|
|
||
Amortization of leasehold interests in land
|
10
|
|
|
10
|
|
||
(Gain) loss on disposal or impairment of assets
|
3
|
|
|
(1
|
)
|
||
|
2,343
|
|
|
2,131
|
|
||
Operating income
|
763
|
|
|
586
|
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
3
|
|
|
2
|
|
||
Interest expense, net of amounts capitalized
|
(78
|
)
|
|
(69
|
)
|
||
Other expense
|
(36
|
)
|
|
(47
|
)
|
||
Loss on modification or early retirement of debt
|
(5
|
)
|
|
—
|
|
||
Income before income taxes
|
647
|
|
|
472
|
|
||
Income tax expense
|
(69
|
)
|
|
(63
|
)
|
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Net income
|
578
|
|
|
409
|
|
||
Net income attributable to noncontrolling interests
|
(98
|
)
|
|
(89
|
)
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Net income attributable to Las Vegas Sands Corp.
|
$
|
480
|
|
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$
|
320
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.60
|
|
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$
|
0.40
|
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Diluted
|
$
|
0.60
|
|
|
$
|
0.40
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
794
|
|
|
794
|
|
||
Diluted
|
795
|
|
|
795
|
|
||
Dividends declared per common share
|
$
|
0.73
|
|
|
$
|
0.72
|
|
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Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
(Unaudited)
|
||||||
Net income
|
$
|
578
|
|
|
$
|
409
|
|
Currency translation adjustment, before and after tax
|
56
|
|
|
57
|
|
||
Total comprehensive income
|
634
|
|
|
466
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(96
|
)
|
|
(88
|
)
|
||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
538
|
|
|
$
|
378
|
|
|
Las Vegas Sands Corp. Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
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Common
Stock
|
|
Treasury
Stock |
|
Capital in
Excess of
Par Value
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
|
(In millions)
(Unaudited)
|
||||||||||||||||||||||||||
Balance at January 1, 2016
|
$
|
1
|
|
|
$
|
(2,443
|
)
|
|
$
|
6,485
|
|
|
$
|
(66
|
)
|
|
$
|
2,840
|
|
|
$
|
1,601
|
|
|
$
|
8,418
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
89
|
|
|
409
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
(1
|
)
|
|
57
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Conversion of equity awards to liability awards
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
13
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(572
|
)
|
|
(308
|
)
|
|
(880
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Balance at March 31, 2016
|
$
|
1
|
|
|
$
|
(2,443
|
)
|
|
$
|
6,497
|
|
|
$
|
(8
|
)
|
|
$
|
2,588
|
|
|
$
|
1,379
|
|
|
$
|
8,014
|
|
Balance at January 1, 2017
|
$
|
1
|
|
|
$
|
(2,443
|
)
|
|
$
|
6,516
|
|
|
$
|
(119
|
)
|
|
$
|
2,222
|
|
|
$
|
1,319
|
|
|
$
|
7,496
|
|
Cumulative effect adjustment from change in accounting principle
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
98
|
|
|
578
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
(2
|
)
|
|
56
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(579
|
)
|
|
(307
|
)
|
|
(886
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Balance at March 31, 2017
|
$
|
1
|
|
|
$
|
(2,593
|
)
|
|
$
|
6,529
|
|
|
$
|
(61
|
)
|
|
$
|
2,121
|
|
|
$
|
1,109
|
|
|
$
|
7,106
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
578
|
|
|
$
|
409
|
|
Adjustments to reconcile net income to net cash generated from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
321
|
|
|
260
|
|
||
Amortization of leasehold interests in land
|
10
|
|
|
10
|
|
||
Amortization of deferred financing costs and original issue discount
|
11
|
|
|
11
|
|
||
Amortization of deferred gain on and rent from mall sale transactions
|
(1
|
)
|
|
(1
|
)
|
||
Loss on modification or early retirement of debt
|
5
|
|
|
—
|
|
||
(Gain) loss on disposal or impairment of assets
|
3
|
|
|
(1
|
)
|
||
Stock-based compensation expense
|
10
|
|
|
13
|
|
||
Provision for doubtful accounts
|
32
|
|
|
45
|
|
||
Foreign exchange loss
|
18
|
|
|
10
|
|
||
Deferred income taxes
|
3
|
|
|
14
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
71
|
|
|
155
|
|
||
Other assets
|
14
|
|
|
(4
|
)
|
||
Accounts payable
|
(25
|
)
|
|
(1
|
)
|
||
Other liabilities
|
(87
|
)
|
|
(121
|
)
|
||
Net cash generated from operating activities
|
963
|
|
|
799
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Change in restricted cash and cash equivalents
|
—
|
|
|
(9
|
)
|
||
Capital expenditures
|
(202
|
)
|
|
(343
|
)
|
||
Proceeds from disposal of property and equipment
|
—
|
|
|
2
|
|
||
Net cash used in investing activities
|
(202
|
)
|
|
(350
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
5
|
|
|
1
|
|
||
Repurchase of common stock
|
(150
|
)
|
|
—
|
|
||
Dividends paid
|
(886
|
)
|
|
(880
|
)
|
||
Distributions to noncontrolling interests
|
(3
|
)
|
|
(3
|
)
|
||
Proceeds from long-term debt (Note 3)
|
305
|
|
|
350
|
|
||
Repayments of long-term debt (Note 3)
|
(220
|
)
|
|
(419
|
)
|
||
Payments of financing costs
|
(5
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(954
|
)
|
|
(951
|
)
|
||
Effect of exchange rate on cash
|
21
|
|
|
19
|
|
||
Decrease in cash and cash equivalents
|
(172
|
)
|
|
(483
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,128
|
|
|
2,179
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,956
|
|
|
$
|
1,696
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
(Unaudited) |
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
65
|
|
|
$
|
54
|
|
Cash payments for taxes, net of refunds
|
$
|
30
|
|
|
$
|
31
|
|
Change in construction payables
|
$
|
(144
|
)
|
|
$
|
(20
|
)
|
Non-cash investing and financing activities:
|
|
|
|
||||
Property and equipment acquired under capital lease
|
$
|
—
|
|
|
$
|
1
|
|
Conversion of equity awards to liability awards
|
$
|
—
|
|
|
$
|
1
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
665
|
|
|
$
|
626
|
|
Building and improvements
|
17,548
|
|
|
17,478
|
|
||
Furniture, fixtures, equipment and leasehold improvements
|
3,796
|
|
|
3,720
|
|
||
Transportation
|
455
|
|
|
454
|
|
||
Construction in progress
|
1,085
|
|
|
1,094
|
|
||
|
23,549
|
|
|
23,372
|
|
||
Less — accumulated depreciation and amortization
|
(7,808
|
)
|
|
(7,469
|
)
|
||
|
$
|
15,741
|
|
|
$
|
15,903
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Four Seasons Macao (principally the Four Seasons Apartments)
|
$
|
435
|
|
|
$
|
430
|
|
Sands Cotai Central
|
273
|
|
|
286
|
|
||
The Parisian Macao
|
27
|
|
|
39
|
|
||
Other
|
350
|
|
|
339
|
|
||
|
$
|
1,085
|
|
|
$
|
1,094
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Corporate and U.S. Related
(1)
:
|
|
|
|
||||
2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferred financing costs of $12)
|
$
|
2,165
|
|
|
$
|
—
|
|
2013 U.S. Credit Facility — Term B (net of unamortized original issue discount and deferred financing costs of $13)
|
—
|
|
|
2,170
|
|
||
2013 U.S. Credit Facility — Extended Revolving
|
—
|
|
|
36
|
|
||
Airplane Financings
|
—
|
|
|
56
|
|
||
HVAC Equipment Lease
|
13
|
|
|
14
|
|
||
Macao Related
(1)
:
|
|
|
|
||||
2016 VML Credit Facility — Term (net of unamortized deferred financing costs of $66 and $69, respectively)
|
4,047
|
|
|
4,049
|
|
||
2016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $3 and $4, respectively)
|
266
|
|
|
266
|
|
||
2016 VML Credit Facility — Revolving
|
200
|
|
|
—
|
|
||
Other
|
8
|
|
|
8
|
|
||
Singapore Related
(1)
:
|
|
|
|
||||
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $42 and $44, respectively)
|
3,091
|
|
|
2,996
|
|
||
|
9,790
|
|
|
9,595
|
|
||
Less — current maturities
|
(119
|
)
|
|
(167
|
)
|
||
Total long-term debt
|
$
|
9,671
|
|
|
$
|
9,428
|
|
(1)
|
Unamortized deferred financing costs of
$32 million
and
$35 million
as of March 31, 2017 and December 31, 2016, respectively, related to the U.S., Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Proceeds from 2016 VML Credit Facility
|
$
|
300
|
|
|
$
|
—
|
|
Proceeds from 2013 U.S. Credit Facility
|
5
|
|
|
—
|
|
||
Proceeds from 2011 VML Credit Facility
|
—
|
|
|
350
|
|
||
|
$
|
305
|
|
|
$
|
350
|
|
Repayments on 2016 VML Credit Facility
|
$
|
(100
|
)
|
|
$
|
—
|
|
Repayments on 2013 U.S. Credit Facility
|
(47
|
)
|
|
(401
|
)
|
||
Repayments on 2012 Singapore Credit Facility
|
(16
|
)
|
|
(16
|
)
|
||
Repayments on Airplane Financings
|
(56
|
)
|
|
(1
|
)
|
||
Repayments on HVAC Equipment Lease and Other Long-Term Debt
|
(1
|
)
|
|
(1
|
)
|
||
|
$
|
(220
|
)
|
|
$
|
(419
|
)
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
(In millions)
|
||||
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
|
794
|
|
|
794
|
|
Potential dilution from stock options and restricted stock and stock units
|
1
|
|
|
1
|
|
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
|
795
|
|
|
795
|
|
Antidilutive stock options excluded from the calculation of diluted earnings per share
|
7
|
|
|
7
|
|
(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, 2017
and
December 31, 2016
, the Company had
20
and
18
foreign currency forward contracts, respectively, with fair values based on recently reported market transactions of forward rates. Assets were included in prepaid expenses and other and liabilities were included in other accrued liabilities in the accompanying condensed consolidated balance sheets. For the
three
months ended
March 31, 2017
and
2016
, the Company recorded a loss of
$15 million
and
$36 million
, respectively, related to the change in fair value of the forward contracts.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Net Revenues
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
741
|
|
|
$
|
749
|
|
Sands Cotai Central
|
467
|
|
|
530
|
|
||
The Parisian Macao
|
318
|
|
|
—
|
|
||
Four Seasons Macao
|
143
|
|
|
148
|
|
||
Sands Macao
|
182
|
|
|
175
|
|
||
Ferry Operations and Other
|
41
|
|
|
39
|
|
||
|
1,892
|
|
|
1,641
|
|
||
Marina Bay Sands
|
700
|
|
|
604
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
434
|
|
|
385
|
|
||
Sands Bethlehem
|
142
|
|
|
139
|
|
||
|
576
|
|
|
524
|
|
||
Intersegment eliminations
|
(62
|
)
|
|
(52
|
)
|
||
Total net revenues
|
$
|
3,106
|
|
|
$
|
2,717
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Intersegment Revenues
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
1
|
|
|
$
|
2
|
|
Ferry Operations and Other
|
10
|
|
|
9
|
|
||
|
11
|
|
|
11
|
|
||
Marina Bay Sands
|
2
|
|
|
2
|
|
||
Las Vegas Operating Properties
|
49
|
|
|
39
|
|
||
Total intersegment revenues
|
$
|
62
|
|
|
$
|
52
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Adjusted Property EBITDA
|
|
|
|
||||
Macao:
|
|
|
|
||||
The Venetian Macao
|
$
|
289
|
|
|
$
|
268
|
|
Sands Cotai Central
|
143
|
|
|
163
|
|
||
The Parisian Macao
|
82
|
|
|
—
|
|
||
Four Seasons Macao
|
51
|
|
|
48
|
|
||
Sands Macao
|
54
|
|
|
31
|
|
||
Ferry Operations and Other
|
5
|
|
|
8
|
|
||
|
624
|
|
|
518
|
|
||
Marina Bay Sands
|
365
|
|
|
275
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
122
|
|
|
87
|
|
||
Sands Bethlehem
|
36
|
|
|
38
|
|
||
|
158
|
|
|
125
|
|
||
Consolidated adjusted property EBITDA
(1)
|
1,147
|
|
|
918
|
|
||
Other Operating Costs and Expenses
|
|
|
|
||||
Stock-based compensation
|
(3
|
)
|
|
(5
|
)
|
||
Corporate
|
(42
|
)
|
|
(47
|
)
|
||
Pre-opening
|
(2
|
)
|
|
(9
|
)
|
||
Development
|
(3
|
)
|
|
(2
|
)
|
||
Depreciation and amortization
|
(321
|
)
|
|
(260
|
)
|
||
Amortization of leasehold interests in land
|
(10
|
)
|
|
(10
|
)
|
||
Gain (loss) on disposal or impairment of assets
|
(3
|
)
|
|
1
|
|
||
Operating income
|
763
|
|
|
586
|
|
||
Other Non-Operating Costs and Expenses
|
|
|
|
||||
Interest income
|
3
|
|
|
2
|
|
||
Interest expense, net of amounts capitalized
|
(78
|
)
|
|
(69
|
)
|
||
Other expense
|
(36
|
)
|
|
(47
|
)
|
||
Loss on modification or early retirement of debt
|
(5
|
)
|
|
—
|
|
||
Income tax expense
|
(69
|
)
|
|
(63
|
)
|
||
Net income
|
$
|
578
|
|
|
$
|
409
|
|
(1)
|
Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in consolidated adjusted property EBITDA.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Capital Expenditures
|
|
|
|
||||
Corporate and Other
|
$
|
1
|
|
|
$
|
1
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
28
|
|
|
13
|
|
||
Sands Cotai Central
|
22
|
|
|
40
|
|
||
The Parisian Macao
|
54
|
|
|
248
|
|
||
Four Seasons Macao
|
7
|
|
|
2
|
|
||
Sands Macao
|
2
|
|
|
3
|
|
||
Ferry Operations and Other
|
1
|
|
|
1
|
|
||
|
114
|
|
|
307
|
|
||
Marina Bay Sands
|
56
|
|
|
13
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
26
|
|
|
16
|
|
||
Sands Bethlehem
|
5
|
|
|
6
|
|
||
|
31
|
|
|
22
|
|
||
Total capital expenditures
|
$
|
202
|
|
|
$
|
343
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Total Assets
|
|
|
|
||||
Corporate and Other
|
$
|
465
|
|
|
$
|
465
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
2,321
|
|
|
2,642
|
|
||
Sands Cotai Central
|
4,021
|
|
|
4,152
|
|
||
The Parisian Macao
|
2,624
|
|
|
2,711
|
|
||
Four Seasons Macao
|
939
|
|
|
966
|
|
||
Sands Macao
|
306
|
|
|
316
|
|
||
Ferry Operations and Other
|
274
|
|
|
281
|
|
||
|
10,485
|
|
|
11,068
|
|
||
Marina Bay Sands
|
4,964
|
|
|
5,031
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
3,450
|
|
|
3,214
|
|
||
Sands Bethlehem
|
678
|
|
|
691
|
|
||
|
4,128
|
|
|
3,905
|
|
||
Total assets
|
$
|
20,042
|
|
|
$
|
20,469
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Total Long-Lived Assets
(1)
|
|
|
|
||||
Corporate and Other
|
$
|
258
|
|
|
$
|
264
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
1,706
|
|
|
1,726
|
|
||
Sands Cotai Central
|
3,646
|
|
|
3,720
|
|
||
The Parisian Macao
|
2,519
|
|
|
2,572
|
|
||
Four Seasons Macao
|
870
|
|
|
874
|
|
||
Sands Macao
|
236
|
|
|
245
|
|
||
Ferry Operations and Other
|
154
|
|
|
157
|
|
||
|
9,131
|
|
|
9,294
|
|
||
Marina Bay Sands
|
4,243
|
|
|
4,192
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
2,792
|
|
|
2,815
|
|
||
Sands Bethlehem
|
545
|
|
|
548
|
|
||
|
3,337
|
|
|
3,363
|
|
||
Total long-lived assets
|
$
|
16,969
|
|
|
$
|
17,113
|
|
(1)
|
Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and leasehold interests in land, net of accumulated amortization.
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2017
|
|
2016
|
|
Percent
Change
|
|||||
|
|
(Dollars in millions)
|
|||||||||
Net revenues
|
|
$
|
3,106
|
|
|
$
|
2,717
|
|
|
14.3
|
%
|
Operating expenses
|
|
2,343
|
|
|
2,131
|
|
|
9.9
|
%
|
||
Operating income
|
|
763
|
|
|
586
|
|
|
30.2
|
%
|
||
Income before income taxes
|
|
647
|
|
|
472
|
|
|
37.1
|
%
|
||
Net income
|
|
578
|
|
|
409
|
|
|
41.3
|
%
|
||
Net income attributable to Las Vegas Sands Corp.
|
|
480
|
|
|
320
|
|
|
50.0
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
2,404
|
|
|
$
|
2,082
|
|
|
15.5
|
%
|
Rooms
|
406
|
|
|
366
|
|
|
10.9
|
%
|
||
Food and beverage
|
213
|
|
|
188
|
|
|
13.3
|
%
|
||
Mall
|
157
|
|
|
135
|
|
|
16.3
|
%
|
||
Convention, retail and other
|
134
|
|
|
124
|
|
|
8.1
|
%
|
||
|
3,314
|
|
|
2,895
|
|
|
14.5
|
%
|
||
Less — promotional allowances
|
(208
|
)
|
|
(178
|
)
|
|
(16.9
|
)%
|
||
Total net revenues
|
$
|
3,106
|
|
|
$
|
2,717
|
|
|
14.3
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
646
|
|
|
$
|
655
|
|
|
(1.4)%
|
|
Non-Rolling Chip drop
|
$
|
1,728
|
|
|
$
|
1,770
|
|
|
(2.4)%
|
|
Non-Rolling Chip win percentage
|
25.5
|
%
|
|
25.1
|
%
|
|
0.4 pts
|
|
||
Rolling Chip volume
|
$
|
6,149
|
|
|
$
|
8,226
|
|
|
(25.2)%
|
|
Rolling Chip win percentage
|
3.97
|
%
|
|
3.21
|
%
|
|
0.76 pts
|
|
||
Slot handle
|
$
|
653
|
|
|
$
|
1,070
|
|
|
(39.0)%
|
|
Slot hold percentage
|
5.4
|
%
|
|
4.4
|
%
|
|
1.0 pts
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
390
|
|
|
$
|
459
|
|
|
(15.0)%
|
|
Non-Rolling Chip drop
|
$
|
1,469
|
|
|
$
|
1,504
|
|
|
(2.3)%
|
|
Non-Rolling Chip win percentage
|
20.0
|
%
|
|
20.9
|
%
|
|
(0.9) pts
|
|
||
Rolling Chip volume
|
$
|
2,900
|
|
|
$
|
3,603
|
|
|
(19.5)%
|
|
Rolling Chip win percentage
|
2.97
|
%
|
|
3.92
|
%
|
|
(0.95) pts
|
|
||
Slot handle
|
$
|
1,189
|
|
|
$
|
1,559
|
|
|
(23.7)%
|
|
Slot hold percentage
|
4.0
|
%
|
|
3.5
|
%
|
|
0.5 pts
|
|
||
The Parisian Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
279
|
|
|
$
|
—
|
|
|
—
|
|
Non-Rolling Chip drop
|
$
|
983
|
|
|
$
|
—
|
|
|
—
|
|
Non-Rolling Chip win percentage
|
18.2
|
%
|
|
—
|
%
|
|
—
|
|
||
Rolling Chip volume
|
$
|
3,722
|
|
|
$
|
—
|
|
|
—
|
|
Rolling Chip win percentage
|
2.82
|
%
|
|
—
|
%
|
|
—
|
|
||
Slot handle
|
$
|
854
|
|
|
$
|
—
|
|
|
—
|
|
Slot hold percentage
|
4.0
|
%
|
|
—
|
%
|
|
—
|
|
||
Four Seasons Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
107
|
|
|
$
|
111
|
|
|
(3.6)%
|
|
Non-Rolling Chip drop
|
$
|
303
|
|
|
$
|
300
|
|
|
1.0%
|
|
Non-Rolling Chip win percentage
|
21.8
|
%
|
|
19.1
|
%
|
|
2.7 pts
|
|
||
Rolling Chip volume
|
$
|
1,830
|
|
|
$
|
2,621
|
|
|
(30.2)%
|
|
Rolling Chip win percentage
|
3.58
|
%
|
|
3.22
|
%
|
|
0.36 pts
|
|
||
Slot handle
|
$
|
97
|
|
|
$
|
90
|
|
|
7.8%
|
|
Slot hold percentage
|
7.4
|
%
|
|
6.8
|
%
|
|
0.6 pts
|
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
176
|
|
|
$
|
170
|
|
|
3.5%
|
|
Non-Rolling Chip drop
|
$
|
613
|
|
|
$
|
700
|
|
|
(12.4)%
|
|
Non-Rolling Chip win percentage
|
20.0
|
%
|
|
16.9
|
%
|
|
3.1 pts
|
|
||
Rolling Chip volume
|
$
|
1,913
|
|
|
$
|
2,241
|
|
|
(14.6)%
|
|
Rolling Chip win percentage
|
2.60
|
%
|
|
2.45
|
%
|
|
0.15 pts
|
|
||
Slot handle
|
$
|
596
|
|
|
$
|
658
|
|
|
(9.4)%
|
|
Slot hold percentage
|
3.4
|
%
|
|
3.3
|
%
|
|
0.1 pts
|
|
||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
550
|
|
|
$
|
453
|
|
|
21.4%
|
|
Non-Rolling Chip drop
|
$
|
967
|
|
|
$
|
1,007
|
|
|
(4.0)%
|
|
Non-Rolling Chip win percentage
|
29.5
|
%
|
|
29.1
|
%
|
|
0.4 pts
|
|
||
Rolling Chip volume
|
$
|
8,916
|
|
|
$
|
9,632
|
|
|
(7.4)%
|
|
Rolling Chip win percentage
|
2.52
|
%
|
|
1.42
|
%
|
|
1.10 pts
|
|
||
Slot handle
|
$
|
3,420
|
|
|
$
|
3,355
|
|
|
1.9%
|
|
Slot hold percentage
|
4.3
|
%
|
|
4.3
|
%
|
|
—
|
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
123
|
|
|
$
|
104
|
|
|
18.3%
|
|
Table games drop
|
$
|
433
|
|
|
$
|
484
|
|
|
(10.5)%
|
|
Table games win percentage
|
21.5
|
%
|
|
15.9
|
%
|
|
5.6 pts
|
|
||
Slot handle
|
$
|
604
|
|
|
$
|
586
|
|
|
3.1%
|
|
Slot hold percentage
|
7.7
|
%
|
|
8.1
|
%
|
|
(0.4) pts
|
|
||
Sands Bethlehem
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
133
|
|
|
$
|
130
|
|
|
2.3%
|
|
Table games drop
|
$
|
269
|
|
|
$
|
281
|
|
|
(4.3)%
|
|
Table games win percentage
|
20.2
|
%
|
|
19.8
|
%
|
|
0.4 pts
|
|
||
Slot handle
|
$
|
1,161
|
|
|
$
|
1,082
|
|
|
7.3%
|
|
Slot hold percentage
|
6.7
|
%
|
|
7.0
|
%
|
|
(0.3) pts
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|||||
|
(Room revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
44
|
|
|
$
|
46
|
|
|
(4.3)%
|
|
Occupancy rate
|
86.5
|
%
|
|
77.7
|
%
|
|
8.8 pts
|
|
||
Average daily room rate (ADR)
|
$
|
209
|
|
|
$
|
226
|
|
|
(7.5)%
|
|
Revenue per available room (RevPAR)
|
$
|
181
|
|
|
$
|
176
|
|
|
2.8%
|
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
66
|
|
|
$
|
67
|
|
|
(1.5)%
|
|
Occupancy rate
|
79.4
|
%
|
|
77.1
|
%
|
|
2.3 pts
|
|
||
Average daily room rate (ADR)
|
$
|
150
|
|
|
$
|
155
|
|
|
(3.2)%
|
|
Revenue per available room (RevPAR)
|
$
|
119
|
|
|
$
|
119
|
|
|
—
|
|
The Parisian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
29
|
|
|
$
|
—
|
|
|
—
|
|
Occupancy rate
|
81.9
|
%
|
|
—
|
%
|
|
—
|
|
||
Average daily room rate (ADR)
|
$
|
136
|
|
|
$
|
—
|
|
|
—
|
|
Revenue per available room (RevPAR)
|
$
|
112
|
|
|
$
|
—
|
|
|
—
|
|
Four Seasons Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
8
|
|
|
$
|
8
|
|
|
—
|
|
Occupancy rate
|
79.0
|
%
|
|
69.0
|
%
|
|
10.0 pts
|
|
||
Average daily room rate (ADR)
|
$
|
371
|
|
|
$
|
358
|
|
|
3.6%
|
|
Revenue per available room (RevPAR)
|
$
|
293
|
|
|
$
|
247
|
|
|
18.6%
|
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
5
|
|
|
$
|
5
|
|
|
—
|
|
Occupancy rate
|
97.9
|
%
|
|
95.8
|
%
|
|
2.1 pts
|
|
||
Average daily room rate (ADR)
|
$
|
195
|
|
|
$
|
207
|
|
|
(5.8)%
|
|
Revenue per available room (RevPAR)
|
$
|
191
|
|
|
$
|
198
|
|
|
(3.5)%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
94
|
|
|
$
|
89
|
|
|
5.6%
|
|
Occupancy rate
|
96.9
|
%
|
|
97.9
|
%
|
|
(1.0) pts
|
|
||
Average daily room rate (ADR)
|
$
|
435
|
|
|
$
|
394
|
|
|
10.4%
|
|
Revenue per available room (RevPAR)
|
$
|
422
|
|
|
$
|
386
|
|
|
9.3%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
157
|
|
|
$
|
148
|
|
|
6.1%
|
|
Occupancy rate
|
94.3
|
%
|
|
92.1
|
%
|
|
2.2 pts
|
|
||
Average daily room rate (ADR)
|
$
|
268
|
|
|
$
|
251
|
|
|
6.8%
|
|
Revenue per available room (RevPAR)
|
$
|
253
|
|
|
$
|
231
|
|
|
9.5%
|
|
Sands Bethlehem
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
3
|
|
|
$
|
3
|
|
|
—
|
|
Occupancy rate
|
90.1
|
%
|
|
90.7
|
%
|
|
(0.6) pts
|
|
||
Average daily room rate (ADR)
|
$
|
158
|
|
|
$
|
153
|
|
|
3.3%
|
|
Revenue per available room (RevPAR)
|
$
|
142
|
|
|
$
|
138
|
|
|
2.9%
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|||||
|
(Mall revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
51
|
|
|
$
|
49
|
|
|
4.1%
|
|
Mall gross leasable area (in square feet)
|
777,509
|
|
|
780,834
|
|
|
(0.4)%
|
|
||
Occupancy
|
97.6
|
%
|
|
97.5
|
%
|
|
0.1 pts
|
|
||
Base rent per square foot
|
$
|
243
|
|
|
$
|
227
|
|
|
7.0%
|
|
Tenant sales per square foot
|
$
|
1,330
|
|
|
$
|
1,428
|
|
|
(6.9)%
|
|
Shoppes at Cotai Central
(1)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
19
|
|
|
$
|
15
|
|
|
26.7%
|
|
Mall gross leasable area (in square feet)
|
407,028
|
|
|
331,444
|
|
|
22.8%
|
|
||
Occupancy
|
94.2
|
%
|
|
96.0
|
%
|
|
(1.8) pts
|
|
||
Base rent per square foot
|
$
|
130
|
|
|
$
|
158
|
|
|
(17.7)%
|
|
Tenant sales per square foot
|
$
|
896
|
|
|
$
|
872
|
|
|
2.8%
|
|
Shoppes at Parisian
(2)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
17
|
|
|
$
|
—
|
|
|
—
|
|
Mall gross leasable area (in square feet)
|
299,778
|
|
|
—
|
|
|
—
|
|
||
Occupancy
|
92.6
|
%
|
|
—
|
%
|
|
—
|
|
||
Base rent per square foot
|
$
|
221
|
|
|
$
|
—
|
|
|
—
|
|
Shoppes at Four Seasons
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
31
|
|
|
$
|
31
|
|
|
—
|
|
Mall gross leasable area (in square feet)
|
259,403
|
|
|
260,570
|
|
|
(0.4)%
|
|
||
Occupancy
|
99.3
|
%
|
|
99.0
|
%
|
|
0.3 pts
|
|
||
Base rent per square foot
|
$
|
451
|
|
|
$
|
451
|
|
|
—
|
|
Tenant sales per square foot
|
$
|
3,053
|
|
|
$
|
3,128
|
|
|
(2.4)%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
38
|
|
|
$
|
39
|
|
|
(2.6)%
|
|
Mall gross leasable area (in square feet)
|
612,567
|
|
|
644,719
|
|
|
(5.0)%
|
|
||
Occupancy
|
97.3
|
%
|
|
96.2
|
%
|
|
1.1 pts
|
|
||
Base rent per square foot
|
$
|
221
|
|
|
$
|
214
|
|
|
3.3%
|
|
Tenant sales per square foot
|
$
|
1,431
|
|
|
$
|
1,334
|
|
|
7.3%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
The Outlets at Sands Bethlehem
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
1
|
|
|
$
|
1
|
|
|
—
|
|
Mall gross leasable area (in square feet)
|
150,972
|
|
|
151,029
|
|
|
—
|
|
||
Occupancy
|
88.7
|
%
|
|
93.3
|
%
|
|
(4.6) pts
|
|
||
Base rent per square foot
|
$
|
21
|
|
|
$
|
22
|
|
|
(4.5)%
|
|
Tenant sales per square foot
|
$
|
352
|
|
|
$
|
357
|
|
|
(1.4)%
|
|
(1)
|
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
|
(2)
|
The Shoppes at Parisian opened in September 2016.
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
1,327
|
|
|
$
|
1,220
|
|
|
8.8
|
%
|
Rooms
|
71
|
|
|
65
|
|
|
9.2
|
%
|
||
Food and beverage
|
111
|
|
|
102
|
|
|
8.8
|
%
|
||
Mall
|
16
|
|
|
14
|
|
|
14.3
|
%
|
||
Convention, retail and other
|
67
|
|
|
59
|
|
|
13.6
|
%
|
||
Provision for doubtful accounts
|
32
|
|
|
45
|
|
|
(28.9
|
)%
|
||
General and administrative
|
338
|
|
|
299
|
|
|
13.0
|
%
|
||
Corporate
|
42
|
|
|
47
|
|
|
(10.6
|
)%
|
||
Pre-opening
|
2
|
|
|
9
|
|
|
(77.8
|
)%
|
||
Development
|
3
|
|
|
2
|
|
|
50.0
|
%
|
||
Depreciation and amortization
|
321
|
|
|
260
|
|
|
23.5
|
%
|
||
Amortization of leasehold interests in land
|
10
|
|
|
10
|
|
|
—
|
%
|
||
(Gain) loss on disposal of assets
|
3
|
|
|
(1
|
)
|
|
(400.0
|
)%
|
||
Total operating expenses
|
$
|
2,343
|
|
|
$
|
2,131
|
|
|
9.9
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
289
|
|
|
$
|
268
|
|
|
7.8
|
%
|
Sands Cotai Central
|
143
|
|
|
163
|
|
|
(12.3
|
)%
|
||
The Parisian Macao
|
82
|
|
|
—
|
|
|
—
|
%
|
||
Four Seasons Macao
|
51
|
|
|
48
|
|
|
6.3
|
%
|
||
Sands Macao
|
54
|
|
|
31
|
|
|
74.2
|
%
|
||
Ferry Operations and Other
|
5
|
|
|
8
|
|
|
(37.5
|
)%
|
||
|
624
|
|
|
518
|
|
|
20.5
|
%
|
||
Marina Bay Sands
|
365
|
|
|
275
|
|
|
32.7
|
%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
122
|
|
|
87
|
|
|
40.2
|
%
|
||
Sands Bethlehem
|
36
|
|
|
38
|
|
|
(5.3
|
)%
|
||
|
158
|
|
|
125
|
|
|
26.4
|
%
|
||
Consolidated adjusted property EBITDA
|
$
|
1,147
|
|
|
$
|
918
|
|
|
24.9
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and
original issue discount)
|
$
|
75
|
|
|
$
|
75
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The
Palazzo
|
3
|
|
|
4
|
|
||
Less — capitalized interest
|
—
|
|
|
(10
|
)
|
||
Interest expense, net
|
$
|
78
|
|
|
$
|
69
|
|
Cash paid for interest
|
$
|
65
|
|
|
$
|
64
|
|
Weighted average total debt balance
|
$
|
9,878
|
|
|
$
|
9,605
|
|
Weighted average interest rate
|
3.0
|
%
|
|
3.1
|
%
|
|
Shoppes at
Venetian
|
|
Shoppes at
Four
Seasons
|
|
Shoppes at
Cotai
Central
|
|
Shoppes at
Parisian
(1)
|
|
The Shoppes
at Marina
Bay Sands
|
|
The Outlets
at Sands
Bethlehem
(2)
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
For the three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum rents
(3)
|
$
|
42
|
|
|
$
|
29
|
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
127
|
|
Overage rents
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|||||||
CAM, levies and direct recoveries
|
8
|
|
|
2
|
|
|
8
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
27
|
|
|||||||
Total mall revenues
|
51
|
|
|
31
|
|
|
19
|
|
|
17
|
|
|
38
|
|
|
1
|
|
|
157
|
|
|||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common area maintenance
|
4
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
12
|
|
|||||||
Marketing and other direct operating expenses
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||||
Mall operating expenses
|
5
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
16
|
|
|||||||
Property taxes
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Mall-related expenses
(5)
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
17
|
|
For the three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum rents
(3)
|
$
|
40
|
|
|
$
|
29
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
112
|
|
Overage rents
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|||||||
CAM, levies and direct recoveries
|
8
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
20
|
|
|||||||
Total mall revenues
|
49
|
|
|
31
|
|
|
15
|
|
|
—
|
|
|
39
|
|
|
1
|
|
|
135
|
|
|||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common area maintenance
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
11
|
|
|||||||
Marketing and other direct operating expenses
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||||
Mall operating expenses
|
5
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
14
|
|
|||||||
Property taxes
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Mall-related expenses
(5)
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
15
|
|
(1)
|
The Shoppes at Parisian opened in September 2016.
|
(2)
|
Revenues from CAM, levies and direct recoveries are included in minimum rents for The Outlets at Sands Bethlehem.
|
(3)
|
Minimum rents include base rents and straight-line adjustments of base rents.
|
(4)
|
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao and the Four Seasons Macao have obtained the second exemption, extending the property tax exemption to August 2019 and August 2020, respectively.
|
(5)
|
Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Net cash generated from operating activities
|
$
|
963
|
|
|
$
|
799
|
|
Cash flows from investing activities:
|
|
|
|
||||
Change in restricted cash and cash equivalents
|
—
|
|
|
(9
|
)
|
||
Capital expenditures
|
(202
|
)
|
|
(343
|
)
|
||
Proceeds from disposal of property and equipment
|
—
|
|
|
2
|
|
||
Net cash used in investing activities
|
(202
|
)
|
|
(350
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
5
|
|
|
1
|
|
||
Repurchase of common stock
|
(150
|
)
|
|
—
|
|
||
Dividends paid
|
(886
|
)
|
|
(880
|
)
|
||
Distributions to noncontrolling interests
|
(3
|
)
|
|
(3
|
)
|
||
Proceeds from long-term debt
|
305
|
|
|
350
|
|
||
Repayments on long-term debt
|
(220
|
)
|
|
(419
|
)
|
||
Payments of financing costs
|
(5
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(954
|
)
|
|
(951
|
)
|
||
Effect of exchange rate on cash
|
21
|
|
|
19
|
|
||
Decrease in cash and cash equivalents
|
(172
|
)
|
|
(483
|
)
|
||
Cash and cash equivalents at beginning of year
|
2,128
|
|
|
2,179
|
|
||
Cash and cash equivalents at end of year
|
$
|
1,956
|
|
|
$
|
1,696
|
|
•
|
amendment and extension of our 2013 U.S. Credit Facility (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility”);
|
•
|
net borrowings of $200 million on our 2016 VML Revolving Facility (which matures in March 2020 with no interim amortization); and
|
•
|
net repayments of $36 million on our 2013 U.S. Extended Revolving Facility (which would have matured in December 2018 with no interim amortization).
|
•
|
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;
|
•
|
the uncertainty of consumer behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;
|
•
|
the extensive regulations to which we are subject to and the costs of compliance or failure to comply with such regulations;
|
•
|
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 and ability to refinance our debt obligations as they come due or to obtain sufficient funding for the remainder of our planned, or any future, development projects;
|
•
|
fluctuations in currency exchange rates;
|
•
|
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 obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;
|
•
|
new developments, construction projects and ventures, including the completion of our Cotai Strip developments;
|
•
|
regulatory policies in mainland China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
|
•
|
our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
|
•
|
the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;
|
•
|
our insurance coverage, including the risk that we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates;
|
•
|
disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;
|
•
|
our ability to collect gaming receivables from our credit players;
|
•
|
our relationship with gaming promoters in Macao;
|
•
|
our dependence on chance and theoretical win rates;
|
•
|
fraud and cheating;
|
•
|
our ability to establish and protect our IP rights;
|
•
|
conflicts of interest that arise because certain of our directors and officers are also directors of SCL;
|
•
|
government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
|
•
|
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 in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;
|
•
|
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;
|
•
|
labor actions and other labor problems;
|
•
|
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;
|
•
|
our relationship with GGP or any successor owner of the Grand Canal Shoppes; and
|
•
|
the outcome of any ongoing and future litigation.
|
Period
|
Total
Number of
Shares
Purchased
|
|
Weighted
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in millions)
(1)
|
||||||
January 1, 2017 — January 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,560
|
|
February 1, 2017 — February 28, 2017
|
994,182
|
|
|
$
|
52.80
|
|
|
994,182
|
|
|
$
|
1,507
|
|
March 1, 2017 — March 31, 2017
|
1,729,300
|
|
|
$
|
56.37
|
|
|
1,729,300
|
|
|
$
|
1,410
|
|
(1)
|
In November 2016, the Company's Board of Directors authorized the repurchase of
$1.56 billion
of its outstanding common stock, which expires on
November 2, 2018
. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. All share repurchases of the Company’s common stock have been recorded as treasury stock.
|
Exhibit No.
|
|
Description of Document
|
10.1
|
|
Fourth Amendment, dated as of March 29, 2017, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent.
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1++
|
|
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2++
|
|
Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
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
|
++
|
This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
|
LAS VEGAS SANDS CORP.
|
||
|
|
|
|
May 5, 2017
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer |
|
|
|
|
May 5, 2017
|
By:
|
|
/s/ Patrick Dumont
|
|
|
|
Patrick Dumont
Executive Vice President and Chief Financial Officer
|
Base Rate Loans
|
Eurodollar Rate Loans”
|
1.00%
|
2.00%
|
|
|
|
LAS VEGAS SANDS, LLC
By:
/s/ Patrick Dumont
Name: Patrick Dumont Title: Chief Financial Officer |
|
VENETIAN CASINO RESORT, LLC,
as a Guarantor
By:
/s/ Patrick Dumont
Name: Patrick Dumont
Title: Chief Financial Officer |
|
SANDS EXPO & CONVENTION
CENTER, INC., as a Guarantor
By:
/s/ Patrick Dumont
Name: Patrick Dumont
Title: Chief Financial Officer
VENETIAN MARKETING, INC.,
as a Guarantor
By:
/s/ Patrick Dumont
Name: Patrick Dumont
Title: Chief Financial Officer
SANDS PENNSYLVANIA, INC.,
as a Guarantor
By:
/s/ Patrick Dumont
Name: Patrick Dumont
Title: Chief Financial Officer |
|
THE BANK OF NOVA SCOTIA,
as Administrative Agent and Collateral Agent
By:
/s/ Kimberley Snyder
Name: Kimberley Snyder
Title: Director |
Name of Institution:
|
|
|
|
Principal Amount of Term B Loan:
|
|
Executing as a
Continuing Term Lender
:
|
|||
|
|
|
|
|
By:
|
/s/
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
For any institution requiring a second signature line:
|
|||
|
|
|
|
|
By:
|
/s/
|
|
|
|
Name:
|
|
|
|
Title:
|
|
Date:
|
May 5, 2017
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
May 5, 2017
|
By:
|
|
/s/ Patrick Dumont
|
|
|
|
|
Patrick Dumont
Chief Financial Officer
|
Date:
|
May 5, 2017
|
By:
|
|
/s/ Sheldon G. Adelson
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
May 5, 2017
|
By:
|
|
/s/ Patrick Dumont
|
|
|
|
|
Patrick Dumont
Chief Financial Officer
|