UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________ 
Form 10-Q
____________________________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32373
____________________________________________________ 
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)
____________________________________________________ 
Nevada
 
27-0099920
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3355 Las Vegas Boulevard South
 
 
Las Vegas, Nevada
 
89109
(Address of principal executive offices)
 
(Zip Code)
(702) 414-1000
(Registrant’s telephone number, including area code)
 ____________________________________________________
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
 
 
 
Emerging growth company
 
¨
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class
  
Outstanding at August 2, 2017
Common Stock ($0.001 par value)
  
791,322,876 shares



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

2


PART 1 FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
June 30,
2017
 
December 31,
2016
 
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
2,307

 
$
2,128

Restricted cash and cash equivalents
10

 
10

Accounts receivable, net
623

 
776

Inventories
47

 
46

Prepaid expenses and other
113

 
138

Total current assets
3,100

 
3,098

Property and equipment, net
15,566

 
15,903

Leasehold interests in land, net
1,230

 
1,210

Intangible assets, net
96

 
103

Other assets, net
150

 
155

Total assets
$
20,142

 
$
20,469

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
107

 
$
128

Construction payables
211

 
384

Other accrued liabilities
1,905

 
1,935

Income taxes payable
210

 
192

Current maturities of long-term debt
126

 
167

Total current liabilities
2,559

 
2,806

Other long-term liabilities
138

 
126

Deferred income taxes
216

 
200

Deferred amounts related to mall sale transactions
410

 
413

Long-term debt
10,014

 
9,428

Total liabilities
13,337

 
12,973

Commitments and contingencies (Note 6)

 

Equity:
 
 
 
Common stock, $0.001 par value, 1,000 shares authorized, 831 and 830 shares issued, 791 and 795 shares outstanding
1

 
1

Treasury stock, at cost, 40 and 35 shares
(2,668
)
 
(2,443
)
Capital in excess of par value
6,547

 
6,516

Accumulated other comprehensive loss
(46
)
 
(119
)
Retained earnings
2,089

 
2,222

Total Las Vegas Sands Corp. stockholders’ equity
5,923

 
6,177

Noncontrolling interests
882

 
1,319

Total equity
6,805

 
7,496

Total liabilities and equity
$
20,142

 
$
20,469

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

3


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions, except per share data)
(Unaudited)
Revenues:
 
 
 
 
 
 
 
Casino
$
2,464

 
$
2,017

 
$
4,868

 
$
4,099

Rooms
377

 
355

 
783

 
721

Food and beverage
199

 
187

 
412

 
375

Mall
159

 
140

 
316

 
275

Convention, retail and other
138

 
124

 
272

 
248

 
3,337


2,823

 
6,651

 
5,718

Less — promotional allowances
(196
)
 
(174
)
 
(404
)
 
(352
)
Net revenues
3,141

 
2,649

 
6,247

 
5,366

Operating expenses:
 
 
 
 
 
 
 
Casino
1,299

 
1,113

 
2,626

 
2,333

Rooms
71

 
65

 
142

 
130

Food and beverage
109

 
103

 
220

 
205

Mall
18

 
14

 
34

 
28

Convention, retail and other
64

 
59

 
131

 
118

Provision for doubtful accounts
22

 
43

 
54

 
88

General and administrative
354

 
302

 
692

 
601

Corporate
43

 
122

 
85

 
169

Pre-opening
4

 
33

 
6

 
42

Development
2

 
2

 
5

 
4

Depreciation and amortization
327

 
255

 
648

 
515

Amortization of leasehold interests in land
9

 
9

 
19

 
19

Loss on disposal or impairment of assets
3

 
11

 
6

 
10

 
2,325

 
2,131

 
4,668

 
4,262

Operating income
816

 
518

 
1,579

 
1,104

Other income (expense):
 
 
 
 
 
 
 
Interest income
4

 
2

 
7

 
4

Interest expense, net of amounts capitalized
(79
)
 
(64
)
 
(157
)
 
(133
)
Other expense
(25
)
 
(7
)
 
(61
)
 
(54
)
Loss on modification or early retirement of debt
—

 
—

 
(5
)
 
—

Income before income taxes
716

 
449

 
1,363

 
921

Income tax expense
(78
)
 
(55
)
 
(147
)
 
(118
)
Net income
638

 
394

 
1,216

 
803

Net income attributable to noncontrolling interests
(93
)
 
(66
)
 
(191
)
 
(155
)
Net income attributable to Las Vegas Sands Corp.
$
545

 
$
328

 
$
1,025

 
$
648

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.69

 
$
0.41

 
$
1.29

 
$
0.82

Diluted
$
0.69

 
$
0.41

 
$
1.29

 
$
0.82

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
792

 
795

 
793

 
795

Diluted
792

 
795

 
794

 
795

Dividends declared per common share
$
0.73

 
$
0.72

 
$
1.46

 
$
1.44

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

4


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
(Unaudited)
Net income
$
638

 
$
394

 
$
1,216

 
$
803

Currency translation adjustment, before and after tax
9

 
30

 
65

 
87

Total comprehensive income
647

 
424

 
1,281

 
890

Comprehensive income attributable to noncontrolling interests
(87
)
 
(66
)
 
(183
)
 
(154
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
560

 
$
358

 
$
1,098

 
$
736

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


5


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 
 
Las Vegas Sands Corp. Stockholders’ Equity
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income (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
—

 
—

 
—

 
—

 
648

 
155

 
803

Currency translation adjustment
—

 
—

 
—

 
88

 
—

 
(1
)
 
87

Exercise of stock options
—

 
—

 
1

 
—

 
—

 
1

 
2

Conversion of equity awards to liability awards
—

 
—

 
(1
)
 
—

 
—

 
—

 
(1
)
Stock-based compensation
—

 
—

 
19

 
—

 
—

 
2

 
21

Dividends declared
—

 
—

 
—

 
—

 
(1,144
)
 
(626
)
 
(1,770
)
Balance at June 30, 2016
$
1

 
$
(2,443
)
 
$
6,504

 
$
22

 
$
2,344

 
$
1,132

 
$
7,560

Balance at January 1, 2017
$
1

 
$
(2,443
)
 
$
6,516

 
$
(119
)
 
$
2,222

 
$
1,319

 
$
7,496

Cumulative effect adjustment from change in accounting principle
—

 
—

 
3

 
—

 
(2
)
 
(1
)
 
—

Net income
—

 
—

 
—

 
—

 
1,025

 
191

 
1,216

Currency translation adjustment
—

 
—

 
—

 
73

 
—

 
(8
)
 
65

Exercise of stock options
—

 
—

 
13

 
—

 
—

 
3

 
16

Stock-based compensation
—

 
—

 
15

 
—

 
—

 
3

 
18

Repurchase of common stock
—

 
(225
)
 
—

 
—

 
—

 
—

 
(225
)
Dividends declared
—

 
—

 
—

 
—

 
(1,156
)
 
(625
)
 
(1,781
)
Balance at June 30, 2017
$
1

 
$
(2,668
)
 
$
6,547

 
$
(46
)
 
$
2,089

 
$
882

 
$
6,805

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


6


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(In millions)
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
1,216

 
$
803

Adjustments to reconcile net income to net cash generated from operating activities:
 
 
 
Depreciation and amortization
648

 
515

Amortization of leasehold interests in land
19

 
19

Amortization of deferred financing costs and original issue discount
21

 
22

Amortization of deferred gain on and rent from mall sale transactions
(2
)
 
(2
)
Loss on modification or early retirement of debt
5

 
—

Loss on disposal or impairment of assets
6

 
10

Stock-based compensation expense
18

 
21

Provision for doubtful accounts
54

 
88

Foreign exchange loss
23

 
27

Deferred income taxes
10

 
12

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
110

 
275

Other assets
23

 
7

Accounts payable
(23
)
 
(5
)
Other liabilities
(19
)
 
(5
)
Net cash generated from operating activities
2,109

 
1,787

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(1
)
 
(1
)
Capital expenditures
(380
)
 
(706
)
Proceeds from disposal of property and equipment
1

 
4

Acquisition of intangible assets
—

 
(47
)
Net cash used in investing activities
(380
)
 
(750
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
16

 
2

Repurchase of common stock
(225
)
 
—

Dividends paid
(1,781
)
 
(1,772
)
Proceeds from long-term debt (Note 3)
654

 
1,261

Repayments of long-term debt (Note 3)
(250
)
 
(497
)
Payments of financing costs
(5
)
 
—

Net cash used in financing activities
(1,591
)
 
(1,006
)
Effect of exchange rate on cash
41

 
15

Increase in cash and cash equivalents
179

 
46

Cash and cash equivalents at beginning of period
2,128

 
2,179

Cash and cash equivalents at end of period
$
2,307

 
$
2,225



7


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(In millions)
(Unaudited)
Supplemental disclosure of cash flow information:
 
 
 
Cash payments for interest, net of amounts capitalized
$
129

 
$
102

Cash payments for taxes, net of refunds
$
126

 
$
117

Change in construction payables
$
(173
)
 
$
27

Non-cash investing and financing activities:
 
 
 
Change in dividends payable included in other accrued liabilities
$
—

 
$
(2
)
Property and equipment acquired under capital lease
$
—

 
$
1

Conversion of equity awards to liability awards
$
—

 
$
1


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

8


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2016 , and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”
The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China), are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements. The Company currently owns 70.1% of SCL.
The Company has entered into various joint venture agreements with independent third parties, which have been consolidated based on accounting standards for variable interest entities. As of June 30, 2017 and December 31, 2016 , the Company’s consolidated joint ventures had total assets of $78 million and $79 million , respectively, and total liabilities of $186 million and $173 million , respectively. The Company's joint ventures had intercompany liabilities of $184 million and $171 million as of June 30, 2017 and December 31, 2016 , respectively.
Capital Financing Overview
The Company funds its development projects primarily through borrowings under its credit facilities and operating cash flows.
The Company held unrestricted cash and cash equivalents of $2.31 billion and restricted cash and cash equivalents of $10 million as of June 30, 2017 . The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In March 2017, the Company entered into an agreement to amend its U.S. credit facility, which refinanced the term loans in an aggregate amount of $2.18 billion , extended the maturity of the term loans to March 29, 2024 , removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered the applicable margin credit spread for borrowings under the term loans (see "— Note 3 — Long-Term Debt — 2013 U.S. Credit Facility).
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Boards ("FASB") issued an accounting standard update (as subsequently amended) on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2017. The Company plans to adopt the new standard on January 1, 2018, on a full retrospective basis. The Company continues to assess the impact the new standard will have on the Company's financial condition, results of operations, cash flows and related disclosures.

9





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Upon adoption, management expects the standard to change the presentation of, and accounting for, complimentary revenues and promotional allowances currently presented in the statements of operations in accordance with current industry standards. It is anticipated a majority of total promotional allowances will be netted against casino revenue and expenses will be allocated among the respective categories in a different manner. Management also anticipates a change in the manner the Company assigns value to accrued customer benefits related to its frequent players programs. The resulting liability will be recorded using the retail value of such benefits less estimated breakage and will be offset against casino revenue. When the benefits are redeemed, revenue will be recognized in the resulting category of the goods or services provided. The change related to the Company's frequent players program is not expected to have a material impact on the Company's financial condition or results of operations.
In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification in the statement of cash flows and electing an accounting policy to either estimate the number of forfeitures or account for forfeitures when they occur. The Company adopted this guidance effective January 1, 2017, and as a result, excess tax benefits or deficiencies related to the exercise or vesting of share-based awards are now reflected in the accompanying condensed consolidated statements of operations as a component of income tax expense, whereas previously they were recognized in stockholders’ equity when realized. As a result of the prior guidance that required that deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits, the Company had windfall tax benefits of $379 million as of December 31, 2016, that were not reflected in deferred tax assets. With the adoption of the new accounting standard, the Company recorded these deferred tax assets, but established a full valuation allowance against those deferred tax assets based on the determination that it was “more-likely-than-not” that those deferred tax assets would not be realized. The accompanying condensed consolidated statements of cash flows present excess tax benefits as an operating activity on a retrospective basis. The reclassification of the prior period had an immaterial impact on the Company’s cash flows from operating and financing activities. The Company has elected to account for forfeitures as they occur rather than account for forfeitures based upon an estimated rate. This change in accounting policy was adopted on a modified retrospective basis and resulted in a $2 million cumulative effect adjustment to retained earnings.
Reclassification
Certain amounts in the condensed consolidated balance sheet as of December 31, 2016, and the condensed consolidated statement of cash flows for the six months ended June 30, 2016, have been reclassified to be consistent with the current year presentation. The reclassification had no impact on the Company's financial condition, results of operations or cash flows.
Note 2 — Property and Equipment, Net
Property and equipment consists of the following:
 
June 30,
2017
 
December 31,
2016
 
(In millions)
Land and improvements
$
677

 
$
626

Building and improvements
17,588

 
17,478

Furniture, fixtures, equipment and leasehold improvements
3,765

 
3,720

Transportation
455

 
454

Construction in progress
1,078

 
1,094

 
23,563

 
23,372

Less — accumulated depreciation and amortization
(7,997
)
 
(7,469
)
 
$
15,566

 
$
15,903


10





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Construction in progress consists of the following:
 
June 30,
2017
 
December 31,
2016
 
(In millions)
The Plaza Macao and Four Seasons Hotel Macao (principally the Four Seasons Apartments)
$
436

 
$
430

Sands Cotai Central
272

 
286

The Parisian Macao
15

 
39

Other
355

 
339

 
$
1,078

 
$
1,094

The $355 million in other construction in progress as of June 30, 2017 , consists primarily of construction of a high-rise residential condominium tower (the "Las Vegas Condo Tower") and various projects at The Venetian Macao.
During the six months ended June 30, 2017 and the three and six months ended June 30, 2016 , the Company capitalized $1 million , $11 million and $21 million , respectively, of interest expense. During the three and six months ended June 30, 2017 and the three and six months ended June 30, 2016 , the Company capitalized approximately $6 million , $12 million , $7 million and $14 million , respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

11





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Note 3 — Long-Term Debt
Long-term debt consists of the following:
 
June 30,
2017
 
December 31,
2016
 
(In millions)
Corporate and U.S. Related (1) :
 
 
 
2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferred financing costs of $11)
$
2,160

 
$
—

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 $63 and $69, respectively)
4,039

 
4,049

2016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $3 and $4, respectively)
259

 
266

2016 VML Credit Facility — Revolving
548

 
—

Other
8

 
8

Singapore Related (1) :
 
 
 
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $39 and $44, respectively)
3,113

 
2,996

 
10,140

 
9,595

Less — current maturities
(126
)
 
(167
)
Total long-term debt
$
10,014

 
$
9,428

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

2013 U.S. Credit Facility
During March 2017, the Company entered into an agreement (the "Amendment Agreement") to amend the existing 2013 U.S. Credit Facility, to among other things, refinance the term loans (by way of continuing or replacing existing term loans) in an aggregate amount of $2.18 billion (the “2013 Extended U.S. Term B Facility”) and to lower the applicable margin credit spread for adjusted Eurodollar rate term loans from 2.25% to 2.00% per annum and for alternative base rate term loans from 1.25% to 1.00% per annum (the interest rate was set at 3.2% as of June 30, 2017 ). Additionally, the Amendment Agreement removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and extended the maturity date of the term loans from December 19, 2020 to March 29, 2024 . The 2013 Extended U.S. Term B Facility is subject to quarterly amortization payments of $5 million , which began on March 31, 2017 , followed by a balloon payment of $2.03 billion due on March 29, 2024 . The Company recorded a $5 million loss on modification of debt during the six months ended June 30, 2017 , in connection with the Amendment Agreement.
As of June 30, 2017 , the Company had $1.15 billion of available borrowing capacity under the 2013 Extended U.S. Revolving Facility, net of outstanding letters of credit.

12





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Airplane Financings
In March 2017, the Company repaid the outstanding $56 million balance under the Airplane Financings.
2016 VML Credit Facility
As of June 30, 2017 , the Company had $1.45 billion of available borrowing capacity under the 2016 VML Revolving Facility.
2012 Singapore Credit Facility
As of June 30, 2017 , the Company had 495 million Singapore dollars ("SGD," approximately $359 million at exchange rates in effect on June 30, 2017 ) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit.  
Debt Covenant Compliance
As of June 30, 2017 , management believes the Company was in compliance with all debt covenants.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows:
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(In millions)
Proceeds from 2016 VML Credit Facility
$
649

 
$
—

Proceeds from 2013 U.S. Credit Facility
5

 
260

Proceeds from 2011 VML Credit Facility
—

 
1,001

 
$
654

 
$
1,261

Repayments on 2016 VML Credit Facility
$
(107
)
 
$
—

Repayments on 2013 U.S. Credit Facility
(52
)
 
(460
)
Repayments on 2012 Singapore Credit Facility
(33
)
 
(33
)
Repayments on Airplane Financings
(56
)
 
(2
)
Repayments on HVAC Equipment Lease and Other Long-Term Debt
(2
)
 
(2
)
 
$
(250
)
 
$
(497
)
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of June 30, 2017 and December 31, 2016 , was approximately $10.11 billion and $9.58 billion , respectively, compared to its carrying value of $10.24 billion and $9.70 billion , respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).
Note 4 — Equity and Earnings Per Share
Common Stock
Dividends
On March 31 and June 30, 2017, the Company paid a dividend of $0.73 per common share as part of a regular cash dividend program. During the six months ended June 30, 2017 , the Company recorded $1.16 billion as a distribution against retained earnings (of which $630 million related to the Principal Stockholder and his family and the remaining $526 million related to all other shareholders).
On March 31 and June 30, 2016, the Company paid a dividend of $0.72 per common share as part of a regular cash dividend program. During the six months ended June 30, 2016 , the Company recorded $1.14 billion as a distribution

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

against retained earnings (of which $622 million related to the Principal Stockholder and his family and the remaining $523 million related to all other shareholders).
In July 2017, the Company’s Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately $578 million ) to be paid on September 29, 2017, to shareholders of record on September 21, 2017.
Repurchase Program
In October 2014, the Company's Board of Directors authorized the repurchase of $2.0 billion of its outstanding common stock, which expired in October 2016 . In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires in November 2018 . Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the six months ended June 30, 2017 , the Company repurchased 3,933,737 shares of its common stock for $225 million (including commissions) under the current program. During the six months ended June 30, 2016 , no shares were repurchased under the previous program. All share repurchases of the Company's common stock have been recorded as treasury stock.
Noncontrolling Interests
On February 24 and June 23, 2017, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion , of which the Company retained $1.45 billion during the six months ended June 30, 2017 ). On February 26 and June 24, 2016, SCL paid a dividend of HKD 0.99 and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion , of which the Company retained $1.45 billion during the six months ended June 30, 2016 ).
During the six months ended June 30, 2017 and 2016 , the Company distributed $6 million and $7 million , respectively, to certain of its noncontrolling interests.
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
792

 
795

 
793

 
795

Potential dilution from stock options and restricted stock and stock units
—

 
—

 
1

 
—

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
792

 
795

 
794

 
795

Antidilutive stock options excluded from the calculation of diluted earnings per share
7

 
7

 
7

 
7

Accumulated Other Comprehensive Loss
As of June 30, 2017 and December 31, 2016 , accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.

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

Note 5 — Fair Value Measurements
The Company currently uses foreign currency forward contracts as effective economic hedges to manage a portion of its foreign currency exposure. Foreign currency forward contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The aggregate notional value of these foreign currency contracts was $287 million and $427 million as of June 30, 2017 and December 31, 2016 , respectively. As these derivatives have not been designated and/or do not qualify for hedge accounting, the changes in fair value are recognized as other income (expense) in the accompanying condensed consolidated statements of operations.
The following table provides the assets and liabilities carried at fair value:
 
 
 
Fair Value Measurements Using:
 
Total Carrying
Value
 
Quoted Market
Prices in Active
Markets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
(In millions)
As of June 30, 2017
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents (1)
$
1,357

 
$
1,357

 
$
—

 
$
—

Liabilities
 
 
 
 
 
 
 
Forward contracts (2)
$
4

 
$
—

 
$
4

 
$
—

As of December 31, 2016
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents (1)
$
931

 
$
931

 
$
—

 
$
—

Forward contracts (2)
$
12

 
$
—

 
$
12

 
$
—

____________________
(1)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2)
As of June 30, 2017 and December 31, 2016 , the Company had 15 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. During the three and six months ended June 30, 2017 and the three and six months ended June 30, 2016 , the Company recorded in other expense a $1 million loss, $16 million loss, $8 million gain and $28 million loss, respectively, related to the change in fair value of the forward contracts.
Note 6 — Commitments and Contingencies
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel and has accrued a nominal amount for such costs as of June 30, 2017 . Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.
Round Square Company Limited v. Las Vegas Sands Corp.
On October 15, 2004, Richard Suen and Round Square Company Limited ("Roundsquare") filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court”), asserting a breach of an alleged agreement to pay a success fee of $5 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties.

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

Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $44 million . On June 30, 2008, a judgment was entered in this matter in the amount of $59 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70 million . On May 28, 2013, a judgment was entered in the matter in the amount of $102 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company’s motion. On October 17, 2013, the District Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1 million . On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, Roundsquare filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, Roundsquare filed its answering brief. On January 12, 2015, the defendants filed their reply brief. On January 27, 2015, Roundsquare filed its reply brief. The Nevada Supreme Court set oral argument for December 17, 2015, before a panel of justices only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled. On March 11, 2016, the Nevada Supreme Court issued an order affirming the judgment of liability, but reversing the damages award and remanding for a new trial on damages. On March 29, 2016, Roundsquare filed a petition for rehearing. The Nevada Supreme Court ordered an answer by the Company, which the Company filed on May 4, 2016. On May 12, 2016, Roundsquare filed a motion for leave to file a reply brief in support of its petition for rehearing, and on May 19, 2016, the Company filed an opposition to that motion. On June 24, 2016, the Nevada Supreme Court issued an order granting Roundsquare's petition for rehearing and submitting the appeal for decision on rehearing without further briefing or oral argument. On July 22, 2016, the Nevada Supreme Court once again ordered a new trial as to plaintiff Roundsquare on the issue of quantum merit damages. A pre-trial hearing was set in District Court for December 12, 2016. At the December 12, 2016 hearing, the District Court indicated that it would allow a scope of trial and additional discovery into areas the Company opposed as inconsistent with the Nevada Supreme Court’s remand. The District Court issued a written order on the scope of retrial and discovery dated December 15, 2016. On January 5, 2017, the Company moved for a stay of proceedings in the District Court, pending the Nevada Supreme Court's resolution of the Company's petition for writ of mandamus or prohibition, which was filed on January 13, 2017. On February 13, 2017, the District Court denied the motion to stay proceedings and, on February 16, 2017, the Nevada Supreme Court denied the writ. The parties are presently engaged in document discovery. The Company has accrued a nominal amount for estimated costs related to this legal matter as of June 30, 2017 . In the event that the Company’s assumptions used to evaluate this matter change in future periods, it may be required to record an additional liability for an adverse outcome.
Frank J. Fosbre, Jr. v. Las Vegas Sands Corp., Sheldon G. Adelson and William P. Weidner
On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants’ Motion for Partial Reconsideration of the U.S. District Court’s order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process was suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter resumed. On January 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closed on July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, defendants filed motions for summary judgment. Plaintiffs filed an opposition to the motions for summary judgment on March 11, 2016. Defendants filed their replies in support of summary judgment on April 8, 2016. Summary judgment in favor of the defendants was entered on January 4, 2017. The plaintiffs filed a notice of appeal on February 2, 2017, and their opening brief in support of their appeal on July 14, 2017. The Company intends to defend this matter vigorously.
Benyamin Kohanim v. Adelson, et al.
On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the Foreign Corrupt Practices Act. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated

17





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22, 2013. The District Court granted several successive stays since that time, but lifted the stay on April 25, 2017, following an in-chambers status check. On July 20, 2017, the District Court ordered counsel of record for all parties to appear for an August 10, 2017 status check. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
Nasser Moradi, et al. v. Adelson, et al.
On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel District Court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action in Kohanim described above. Pursuant to a series of court orders, the parties have filed a number of status reports during the pendency of the stay, including most recently on June 16, 2017.This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
W.A. Sokolowski and Curtis Action on behalf of Las Vegas Sands Corp. v. Adelson, et al. and Las Vegas Sands Corp.

18





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

On July 5, 2016, W.A. Sokolowski filed a shareholder derivative action (“Sokolowski III”) on purported behalf of the Company in the District Court, Clark County Nevada, against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, Irwin A. Siegel, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Robert G. Goldstein, Micheline Chau, Steven L. Gerard, George Jamieson, David Levi, and George P. Koo, each of whom is serving or previously served on the Board of Directors (collectively, the “Directors”); as well as against PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor, and a partner of PwC. On September 16, 2016, Sokolowski filed an amended complaint ("Sokolowski IV") with additional nominal plaintiff Curtis Acton, adding former Director Wing T. Chau as a defendant. The amended complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by failing to prevent certain alleged misrepresentations and wrongdoing by the Company’s management, wasting corporate assets in litigating the Jacobs lawsuit, and concealing certain alleged facts in connection with audits performed by PwC. The amended complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of compensation, and also seeks to recover attorneys’ fees, costs and related expenses for the nominal plaintiffs. Many of the allegations duplicate allegations Sokolowski made in a previous case, Sokolowski v. Adelson, No. 2:14-cv-00111-JCM-NJK (D. Nev.) (“Sokolowski I and II”), in which final judgment was entered against him. In Sokolowski IV, nominal plaintiffs also complain that the Company wrongfully caused Sokolowski to lose Sokolowski I and II. The Company filed a motion to dismiss on October 24, 2016. On January 4, 2017, the court entered an order dated December 29, 2016, granting the motion to dismiss. The court also granted PwC’s motion to dismiss. On January 24, 2017, the court entered a Final Judgment On All Claims For All Parties dated January 23, 2017. On January 27, 2017, as amended January 31, 2017, nominal plaintiffs filed an appeal of the judgment and orders. Plaintiffs voluntarily dismissed their appeal with prejudice on June 2, 2017.
Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $373 million at exchange rates in effect on June 30, 2017 ) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the "U.S. Defendants") for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the U.S. Defendants. On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. Evidence gathering by the Macao Judicial Court has commenced by letters rogatory. On June 30, 2017, the Macao Judicial Court sent letters rogatory to the Public Prosecutor's office, for onward transmission to relevant authorities in the U.S. and Hong Kong. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S. judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the U.S. Defendants

19





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

applied to the Macao Judicial Court to dismiss the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The U.S. Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from Portuguese and U.S. law experts. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged on April 7, 2016, together with a request that the appeal be heard immediately. By a decision dated April 13, 2016, the Macao Judicial Court accepted that the appeal be heard immediately. Legal arguments were submitted May 23, 2016. AAEC replied to the legal arguments on or about July 14, 2016, which was three days late, upon payment of a penalty. The U.S. Defendants submitted a response on September 20, 2016. On December 13, 2016, the Macao Judicial Court confirmed its earlier decision not to stay the proceedings pending appeal. As at the end of December, 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered that the court file be transferred back to the Macao Judicial Court. On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The Macao Public Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect to that application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings was submitted to the Macao Lawyer's Association on October 19, 2015. A letter dated February 26, 2016, has been received from the Conselho Superior de Advocacia of the Macao Bar Association advising that disciplinary proceedings have commenced. A further letter dated April 5, 2016, was received from the Conselho Superior de Advocacia requesting confirmation that the signatories of the complaint were acting within their corporate authority. By a letter dated April 14, 2016, such confirmation has been provided. On September 28, 2016, the Conselho Superior de Advocacia invited comments on the defense which had been lodged by AAEC's Macao lawyer. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court against LVSC, LVSLLC, VCR (collectively, the "LVSC entities"), Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion . On November 4, 2014, plaintiff finally effected notice on the LVSC entities which was followed by a motion to dismiss by the LVSC entities on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the LVSC entities moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the LVSC entities' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the LVSC entities' sanctions motion. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

20





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Note 7 — Segment Information
The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; The Parisian Macao, which opened in September 2016; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas Operating Properties; and Sands Bethlehem. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above, which include the remainder of Sands Cotai Central and the Four Seasons Apartments in Macao, and our Las Vegas Condo Tower (which construction currently is suspended) in the United States. The Company has included Ferry Operations and Other (comprised primarily of the Company's ferry operations and various other operations that are ancillary to its properties in Macao) to reconcile to condensed consolidated results of operations and financial condition. The Company has included Corporate and Other (which includes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to condensed consolidated financial condition. The Company’s segment information as of June 30, 2017 and December 31, 2016 , and for the three and six months ended June 30, 2017 and 2016 , is as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Net Revenues
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
687

 
$
666

 
$
1,428

 
$
1,415

Sands Cotai Central
445

 
473

 
912

 
1,003

The Parisian Macao
361

 
—

 
679

 
—

The Plaza Macao and Four Seasons Hotel Macao
137

 
125

 
280

 
273

Sands Macao
161

 
185

 
343

 
360

Ferry Operations and Other
45

 
41

 
86

 
80

 
1,836

 
1,490

 
3,728

 
3,131

Marina Bay Sands
836

 
710

 
1,536

 
1,314

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
384

 
356

 
818

 
741

Sands Bethlehem
147

 
146

 
289

 
285

 
531

 
502

 
1,107

 
1,026

Intersegment eliminations
(62
)
 
(53
)
 
(124
)
 
(105
)
Total net revenues
$
3,141

 
$
2,649

 
$
6,247

 
$
5,366

 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Intersegment Revenues
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
2

 
$
1

 
$
3

 
$
3

Ferry Operations and Other
10

 
10

 
20

 
19

 
12

 
11

 
23

 
22

Marina Bay Sands
2

 
2

 
4

 
4

Las Vegas Operating Properties
48

 
40

 
97

 
79

Total intersegment revenues
$
62

 
$
53

 
$
124

 
$
105



21





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Adjusted Property EBITDA
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
256

 
$
244

 
$
545

 
$
512

Sands Cotai Central
133

 
145

 
276

 
308

The Parisian Macao
106

 
—

 
188

 
—

The Plaza Macao and Four Seasons Hotel Macao
59

 
44

 
110

 
92

Sands Macao
39

 
48

 
93

 
79

Ferry Operations and Other
7

 
7

 
12

 
15

 
600

 
488

 
1,224

 
1,006

Marina Bay Sands
492

 
357

 
857

 
632

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
79

 
72

 
201

 
159

Sands Bethlehem
37

 
38

 
73

 
76

 
116

 
110

 
274

 
235

Consolidated adjusted property EBITDA (1)
1,208

 
955

 
2,355

 
1,873

Other Operating Costs and Expenses
 
 
 
 
 
 
 
Stock-based compensation
(4
)
 
(5
)
 
(7
)
 
(10
)
Corporate
(43
)
 
(122
)
 
(85
)
 
(169
)
Pre-opening
(4
)
 
(33
)
 
(6
)
 
(42
)
Development
(2
)
 
(2
)
 
(5
)
 
(4
)
Depreciation and amortization
(327
)
 
(255
)
 
(648
)
 
(515
)
Amortization of leasehold interests in land
(9
)
 
(9
)
 
(19
)
 
(19
)
Loss on disposal or impairment of assets
(3
)
 
(11
)
 
(6
)
 
(10
)
Operating income
816

 
518

 
1,579

 
1,104

Other Non-Operating Costs and Expenses
 
 
 
 
 
 
 
Interest income
4

 
2

 
7

 
4

Interest expense, net of amounts capitalized
(79
)
 
(64
)
 
(157
)
 
(133
)
Other expense
(25
)
 
(7
)
 
(61
)
 
(54
)
Loss on modification or early retirement of debt
—

 
—

 
(5
)
 
—

Income tax expense
(78
)
 
(55
)
 
(147
)
 
(118
)
Net income
$
638

 
$
394

 
$
1,216

 
$
803

  ____________________
(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.

22





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(In millions)
Capital Expenditures
 
 
 
Corporate and Other
$
4

 
$
4

Macao:
 
 
 
The Venetian Macao
61

 
24

Sands Cotai Central
34

 
68

The Parisian Macao
111

 
516

The Plaza Macao and Four Seasons Hotel Macao
13

 
6

Sands Macao
3

 
7

Ferry Operations and Other
2

 
2

 
224

 
623

Marina Bay Sands
92

 
29

United States:
 
 
 
Las Vegas Operating Properties
50

 
37

Sands Bethlehem
10

 
13

 
60

 
50

Total capital expenditures
$
380

 
$
706

 
 
June 30,
2017
 
December 31,
2016
 
(In millions)
Total Assets
 
 
 
Corporate and Other
$
1,189

 
$
465

Macao:
 
 
 
The Venetian Macao
2,196

 
2,642

Sands Cotai Central
3,850

 
4,152

The Parisian Macao
2,562

 
2,711

The Plaza Macao and Four Seasons Hotel Macao
928

 
966

Sands Macao
275

 
316

Ferry Operations and Other
280

 
281

 
10,091

 
11,068

Marina Bay Sands
4,904

 
5,031

United States:
 
 
 
Las Vegas Operating Properties
3,279

 
3,214

Sands Bethlehem
679

 
691

 
3,958

 
3,905

Total assets
$
20,142

 
$
20,469

 

23





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

 
June 30,
2017
 
December 31,
2016
 
(In millions)
Total Long-Lived Assets (1)
 
 
 
Corporate and Other
$
255

 
$
264

Macao:
 
 
 
The Venetian Macao
1,697

 
1,726

Sands Cotai Central
3,573

 
3,720

The Parisian Macao
2,455

 
2,572

The Plaza Macao and Four Seasons Hotel Macao
862

 
874

Sands Macao
228

 
245

Ferry Operations and Other
152

 
157

 
8,967

 
9,294

Marina Bay Sands
4,257

 
4,192

United States:
 
 
 
Las Vegas Operating Properties
2,774

 
2,815

Sands Bethlehem
543

 
548

 
3,317

 
3,363

Total long-lived assets
$
16,796

 
$
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.


24


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 —  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Special Note Regarding Forward-Looking Statements.”
Operations
Generally, we view each of our integrated resort properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao; Sands Cotai Central; The Parisian Macao, which opened on September 13, 2016; The Plaza Macao and Four Seasons Hotel Macao; and the Sands Macao. Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the U.S. consist of the Las Vegas Operating Properties, which includes The Venetian Las Vegas, The Palazzo and the Sands Expo Center, and the Sands Bethlehem.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2016 Annual Report on Form 10-K filed on February 24, 2017.
There were no newly identified significant accounting estimates during the six months ended June 30, 2017 , nor were there any material changes to the critical accounting policies and estimates discussed in our 2016 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
Summary Financial Results
The following table summarizes our results of operations:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
Percent
Change
 
2017
 
2016
 
Percent
Change
 
 
(Dollars in millions)
Net revenues
 
$
3,141

 
$
2,649

 
18.6
%
 
$
6,247

 
$
5,366

 
16.4
%
Operating expenses
 
2,325

 
2,131

 
9.1
%
 
4,668

 
4,262

 
9.5
%
Operating income
 
816

 
518

 
57.5
%
 
1,579

 
1,104

 
43.0
%
Income before income taxes
 
716

 
449

 
59.5
%
 
1,363

 
921

 
48.0
%
Net income
 
638

 
394

 
61.9
%
 
1,216

 
803

 
51.4
%
Net income attributable to Las Vegas Sands Corp.
 
545

 
328

 
66.2
%
 
1,025

 
648

 
58.2
%
The increase in operating income was due to stronger results across our Macao, Singapore and Las Vegas property portfolio, partially offset by higher operating expenses and depreciation and amortization expense during the three and six months ended June 30, 2017, primarily due to the opening of The Parisian Macao in September 2016. The increase

25


in net income and net income attributable to Las Vegas Sands Corp. reflected the increase in operating income, partially offset by increases in net income attributable to noncontrolling interests, income tax expense and other expense, as further described below.
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle (“handle”), also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 3.0% to 3.3% in Macao and 2.7% to 3.0% in Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of 25.5% , 20.1% , 22.0% , 19.5% and 28.6% at The Venetian Macao, Sands Cotai Central, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Beginning with the three months ended March 31, 2017, we revised the expected range for our Macao operations due to the Rolling win percentage experience over the last several years. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 4.9% , 3.7% , 6.9% , 3.3% and 4.4% at The Venetian Macao, Sands Cotai Central, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 14.2% and 36.0% , respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2017 .
Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop which is the total amount of cash and net markers issued that are deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Beginning with the three months ended March 31, 2017, we revised the expected range for our Las Vegas Operating Properties due to the win percentage experienced over the last several years. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 19.9% . Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.0% and 6.6% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 59.2% of our table games play at our Las Vegas Operating Properties, for the six months ended June 30, 2017 , was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.
Hotel revenue measurements:  Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate ("ADR," a price indicator), which is the average price of occupied rooms per day. Available rooms excludes those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy

26


rate and ADR include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by type of customer and room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room ("RevPAR") represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be resold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and RevPAR may be higher than the ADR.
Mall revenue measurements:  Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market for lease. Base rent per square foot is the weighted average base, or minimum, rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016
Operating Revenues
Our net revenues consisted of the following:
 
Three Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Casino
$
2,464

 
$
2,017

 
22.2
 %
Rooms
377

 
355

 
6.2
 %
Food and beverage
199

 
187

 
6.4
 %
Mall
159

 
140

 
13.6
 %
Convention, retail and other
138

 
124

 
11.3
 %
 
3,337

 
2,823

 
18.2
 %
Less — promotional allowances
(196
)
 
(174
)
 
(12.6
)%
Total net revenues
$
3,141

 
$
2,649

 
18.6
 %
Consolidated net revenues were $3.14 billion for the three months ended June 30, 2017 , an increase of $492 million compared to $2.65 billion for the three months ended June 30, 2016 . The increase was primarily attributable to $361 million of net revenues at The Parisian Macao, which opened in September 2016, and a $126 million increase at Marina Bay Sands, primarily due to increased casino revenues.
Casino revenues increased $447 million compared to the three months ended June 30, 2016 . The increase was attributable to $322 million of revenues at The Parisian Macao and a $133 million increase at Marina Bay Sands, driven primarily by increases in Rolling Chip win percentage and volume. The following table summarizes the results of our casino activity:
 
Three Months Ended June 30,
 
2017
 
2016
 
Change
 
(Dollars in millions)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
586

 
$
568

 
3.2%

Non-Rolling Chip drop
$
1,695

 
$
1,657

 
2.3%

Non-Rolling Chip win percentage
25.7
%
 
24.8
%
 
0.9 pts

Rolling Chip volume
$
5,172

 
$
6,868

 
(24.7)%

Rolling Chip win percentage
3.61
%
 
2.73
%
 
0.88 pts

Slot handle
$
681

 
$
979

 
(30.4)%

Slot hold percentage
5.3
%
 
4.6
%
 
0.7 pts


27


 
Three Months Ended June 30,
 
2017
 
2016
 
Change
 
(Dollars in millions)
Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
373

 
$
405

 
(7.9)%

Non-Rolling Chip drop
$
1,367

 
$
1,510

 
(9.5)%

Non-Rolling Chip win percentage
21.1
%
 
20.4
%
 
0.7 pts

Rolling Chip volume
$
2,522

 
$
3,082

 
(18.2)%

Rolling Chip win percentage
3.15
%
 
2.48
%
 
0.67 pts

Slot handle
$
1,139

 
$
1,485

 
(23.3)%

Slot hold percentage
4.0
%
 
3.7
%
 
0.3 pts

The Parisian Macao
 
 
 
 
 
Total casino revenues
$
322

 
$
—

 
—

Non-Rolling Chip drop
$
973

 
$
—

 
—

Non-Rolling Chip win percentage
19.7
%
 
—
%
 
—

Rolling Chip volume
$
3,760

 
$
—

 
—

Rolling Chip win percentage
3.89
%
 
—
%
 
—

Slot handle
$
935

 
$
—

 
—

Slot hold percentage
3.3
%
 
—
%
 
—

The Plaza Macao and Four Seasons Hotel Macao
 
 
 
 
 
Total casino revenues
$
101

 
$
89

 
13.5%

Non-Rolling Chip drop
$
295

 
$
230

 
28.3%

Non-Rolling Chip win percentage
24.3
%
 
28.1
%
 
(3.8) pts

Rolling Chip volume
$
2,417

 
$
1,883

 
28.4%

Rolling Chip win percentage
1.97
%
 
2.13
%
 
(0.16) pts

Slot handle
$
97

 
$
103

 
(5.8)%

Slot hold percentage
7.5
%
 
5.6
%
 
1.9 pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
157

 
$
180

 
(12.8)%

Non-Rolling Chip drop
$
626

 
$
650

 
(3.7)%

Non-Rolling Chip win percentage
18.8
%
 
18.3
%
 
0.5 pts

Rolling Chip volume
$
968

 
$
1,954

 
(50.5)%

Rolling Chip win percentage
3.80
%
 
3.29
%
 
0.51 pts

Slot handle
$
614

 
$
668

 
(8.1)%

Slot hold percentage
3.2
%
 
3.3
%
 
(0.1) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
690

 
$
557

 
23.9%

Non-Rolling Chip drop
$
911

 
$
936

 
(2.7)%

Non-Rolling Chip win percentage
27.9
%
 
28.0
%
 
(0.1) pts

Rolling Chip volume
$
8,709

 
$
6,740

 
29.2%

Rolling Chip win percentage
4.42
%
 
3.50
%
 
0.92 pts

Slot handle
$
3,403

 
$
3,245

 
4.9%

Slot hold percentage
4.3
%
 
4.5
%
 
(0.2) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
98

 
$
82

 
19.5%

Table games drop
$
352

 
$
375

 
(6.1)%

Table games win percentage
16.3
%
 
10.6
%
 
5.7 pts

Slot handle
$
606

 
$
662

 
(8.5)%

Slot hold percentage
8.3
%
 
7.7
%
 
0.6 pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
137

 
$
136

 
0.7%

Table games drop
$
276

 
$
289

 
(4.5)%

Table games win percentage
20.8
%
 
18.6
%
 
2.2 pts

Slot handle
$
1,179

 
$
1,116

 
5.6%

Slot hold percentage
6.6
%
 
7.0
%
 
(0.4) pts

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

28


Room revenues increased $22 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $32 million of revenues at The Parisian Macao. During the three months ended June 30, 2017 , there were approximately 21%, 19%, 7% and 2% fewer rooms available at The Plaza Macao and Four Seasons Hotel Macao, The Venetian Macao, Marina Bay Sands and our Las Vegas Operating Properties, respectively, compared to the three months ended June 30, 2016 . The following table summarizes the results of our room activity:
 
Three Months Ended June 30,
 
2017
 
2016
 
Change
 
(Room revenues in millions)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
41

 
$
45

 
(8.9)%

Occupancy rate
93.3
%
 
81.0
%
 
12.3 pts

Average daily room rate (ADR)
$
209

 
$
212

 
(1.4)%

Revenue per available room (RevPAR)
$
195

 
$
172

 
13.4%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
65

 
$
64

 
1.6%

Occupancy rate
81.4
%
 
76.5
%
 
4.9 pts

Average daily room rate (ADR)
$
142

 
$
149

 
(4.7)%

Revenue per available room (RevPAR)
$
116

 
$
114

 
1.8%

The Parisian Macao
 
 
 
 
 
Total room revenues
$
32

 
$
—

 
—

Occupancy rate
88.0
%
 
—
%
 
—

Average daily room rate (ADR)
$
138

 
$
—

 
—

Revenue per available room (RevPAR)
$
122

 
$
—

 
—

The Plaza Macao and Four Seasons Hotel Macao
 
 
 
 
 
Total room revenues
$
8

 
$
9

 
(11.1)%

Occupancy rate
81.3
%
 
69.2
%
 
12.1 pts

Average daily room rate (ADR)
$
355

 
$
340

 
4.4%

Revenue per available room (RevPAR)
$
289

 
$
236

 
22.5%

Sands Macao
 
 
 
 
 
Total room revenues
$
5

 
$
5

 
—

Occupancy rate
98.5
%
 
96.0
%
 
2.5 pts

Average daily room rate (ADR)
$
191

 
$
203

 
(5.9)%

Revenue per available room (RevPAR)
$
188

 
$
195

 
(3.6)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
80

 
$
83

 
(3.6)%

Occupancy rate
94.3
%
 
96.4
%
 
(2.1) pts

Average daily room rate (ADR)
$
397

 
$
375

 
5.9%

Revenue per available room (RevPAR)
$
375

 
$
362

 
3.6%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
142

 
$
145

 
(2.1)%

Occupancy rate
92.7
%
 
95.0
%
 
(2.3) pts

Average daily room rate (ADR)
$
244

 
$
240

 
1.7%

Revenue per available room (RevPAR)
$
226

 
$
228

 
(0.9)%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
4

 
$
4

 
—

Occupancy rate
93.9
%
 
96.9
%
 
(3.0) pts

Average daily room rate (ADR)
$
162

 
$
160

 
1.3%

Revenue per available room (RevPAR)
$
152

 
$
155

 
(1.9)%



29


Mall revenues increased $19 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $17 million of revenues at the Shoppes at Parisian. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Three Months Ended June 30,
 
2017
 
2016
 
Change
 
(Mall revenues in millions)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
55

 
$
51

 
7.8%

Mall gross leasable area (in square feet)
779,025

 
781,145

 
(0.3)%

Occupancy
97.7
%
 
97.4
%
 
0.3 pts

Base rent per square foot
$
245

 
$
234

 
4.7%

Tenant sales per square foot
$
1,340

 
$
1,359

 
(1.4)%

Shoppes at Cotai Central (1)
 
 
 
 
 
Total mall revenues
$
14

 
$
16

 
(12.5)%

Mall gross leasable area (in square feet)
425,630

 
331,476

 
28.4%

Occupancy
93.5
%
 
96.7
%
 
(3.2) pts

Base rent per square foot
$
120

 
$
160

 
(25.0)%

Tenant sales per square foot
$
676

 
$
861

 
(21.5)%

Shoppes at Parisian (2)
 
 
 
 
 
Total mall revenues
$
17

 
$
—

 
—

Mall gross leasable area (in square feet)
299,053

 
—

 
—

Occupancy
92.7
%
 
—
%
 
—

Base rent per square foot
$
221

 
$
—

 
—

Shoppes at Four Seasons
 
 
 
 
 
Total mall revenues
$
32

 
$
32

 
—

Mall gross leasable area (in square feet)
259,533

 
260,570

 
(0.4)%

Occupancy
99.5
%
 
97.7
%
 
1.8 pts

Base rent per square foot
$
455

 
$
457

 
(0.4)%

Tenant sales per square foot
$
3,097

 
$
2,994

 
3.4%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands
 
 
 
 
 
Total mall revenues
$
40

 
$
40

 
—

Mall gross leasable area (in square feet)
608,947

 
644,718

 
(5.5)%

Occupancy
97.4
%
 
96.4
%
 
1.0 pts

Base rent per square foot
$
223

 
$
222

 
0.5%

Tenant sales per square foot
$
1,482

 
$
1,334

 
11.1%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem
 
 
 
 
 
Total mall revenues
$
1

 
$
1

 
—

Mall gross leasable area (in square feet)
151,044

 
151,029

 
—

Occupancy
88.8
%
 
90.4
%
 
(1.6) pts

Base rent per square foot
$
21

 
$
21

 
—

Tenant sales per square foot
$
346

 
$
366

 
(5.5)%

__________________________
(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.

30


Operating Expenses
Our operating expenses consisted of the following:
 
Three Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Casino
$
1,299

 
$
1,113

 
16.7
 %
Rooms
71

 
65

 
9.2
 %
Food and beverage
109

 
103

 
5.8
 %
Mall
18

 
14

 
28.6
 %
Convention, retail and other
64

 
59

 
8.5
 %
Provision for doubtful accounts
22

 
43

 
(48.8
)%
General and administrative
354

 
302

 
17.2
 %
Corporate
43

 
122

 
(64.8
)%
Pre-opening
4

 
33

 
(87.9
)%
Development
2

 
2

 
—
 %
Depreciation and amortization
327

 
255

 
28.2
 %
Amortization of leasehold interests in land
9

 
9

 
—
 %
Loss on disposal or impairment of assets
3

 
11

 
(72.7
)%
Total operating expenses
$
2,325

 
$
2,131

 
9.1
 %
Operating expenses were $2.33 billion for the three months ended June 30, 2017 , an increase of $194 million compared to $2.13 billion for the three months ended June 30, 2016 . The increase in operating expenses was driven by the opening of The Parisian Macao.
Casino expenses increased $186 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $206 million of expenses at The Parisian Macao, partially offset by a $19 million decrease at Sands Cotai Central, driven by a decrease in gaming taxes due to decreased casino revenues.
The provision for doubtful accounts was $22 million for the three months ended June 30, 2017 , compared to $43 million for the three months ended June 30, 2016 . The decrease primarily resulted from increased collections of previously reserved customer balances during the three months ended June 30, 2017 , as compared to the prior year period. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $52 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $33 million of expenses at The Parisian Macao and a $13 million increase at our Las Vegas Operating Properties, driven by an increase in marketing and advertising efforts.
Corporate expenses decreased $79 million compared to the three months ended June 30, 2016 . The decrease was primarily due to nonrecurring legal costs during the three months ended June 30, 2016 .
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $29 million compared to the three months ended June 30, 2016 . The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.
Depreciation and amortization expense increased $72 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $58 million of expense at The Parisian Macao, as well as the acceleration of depreciation of certain assets due to room and mall renovations.
Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information” for

31


discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income). Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
 
Three Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Macao:
 
 
 
 
 
The Venetian Macao
$
256

 
$
244

 
4.9
 %
Sands Cotai Central
133

 
145

 
(8.3
)%
The Parisian Macao
106

 
—

 
—
 %
The Plaza Macao and Four Seasons Hotel Macao
59

 
44

 
34.1
 %
Sands Macao
39

 
48

 
(18.8
)%
Ferry Operations and Other
7

 
7

 
—
 %
 
600

 
488

 
23.0
 %
Marina Bay Sands
492

 
357

 
37.8
 %
United States:
 
 
 
 
 
Las Vegas Operating Properties
79

 
72

 
9.7
 %
Sands Bethlehem
37

 
38

 
(2.6
)%
 
116

 
110

 
5.5
 %
Consolidated adjusted property EBITDA
$
1,208

 
$
955

 
26.5
 %
 
Adjusted property EBITDA at our Macao operations increased $112 million compared to the three months ended June 30, 2016 . The increase was primarily attributable to $106 million in adjusted property EBITDA generated at The Parisian Macao.
Adjusted property EBITDA at Marina Bay Sands increased $135 million compared to the three months ended June 30, 2016 . As previously described, the increase was primarily due to increased casino revenues, driven by increases in Rolling Chip win percentage and volume.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $7 million compared to the three months ended June 30, 2016 . The increase was primarily due to an increase in casino revenues, driven by an increase in table games win percentage.

32


Interest Expense
The following table summarizes information related to interest expense:
 
Three Months Ended June 30,
 
2017
 
2016
 
(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
$
75

 
$
71

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
4

 
4

Less — capitalized interest
—

 
(11
)
Interest expense, net
$
79

 
$
64

Cash paid for interest
$
65

 
$
59

Weighted average total debt balance
$
9,955

 
$
9,556

Weighted average interest rate
3.0
%
 
3.0
%
Interest cost increased $4 million compared to the three months ended June 30, 2016 . The increase was driven by a higher weighted average total debt balance. Capitalized interest decreased $11 million compared to the three months ended June 30, 2016 , primarily due to the opening of The Parisian Macao in September 2016.
Other Factors Effecting Earnings
Other expense was $25 million for the three months ended June 30, 2017 , compared to $7 million for the three months ended June 30, 2016 . Other expense during the three months ended June 30, 2017 , was primarily attributable to a depreciation of the U.S. dollar versus the Singapore dollar during the period. This resulted in $25 million of foreign currency transaction losses, driven by Singapore dollar denominated intercompany debt reported in U.S. dollars.
Our effective income tax rate was 10.9% for the three months ended June 30, 2017 , compared to 12.2% for the three months ended June 30, 2016 . The decrease in the effective income tax rate relates primarily to the valuation allowances recorded during the three months ended June 30, 2016, as we determined that certain deferred tax assets were no longer "more-likely-than-not" realizable. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.
The net income attributable to our noncontrolling interests was $93 million for the three months ended June 30, 2017 , compared to $66 million for the three months ended June 30, 2016 . These amounts are primarily related to the noncontrolling interest of Sands China Ltd. ("SCL").

33


Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016
Operating Revenues
Our net revenues consisted of the following:
 
Six Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Casino
$
4,868

 
$
4,099

 
18.8
 %
Rooms
783

 
721

 
8.6
 %
Food and beverage
412

 
375

 
9.9
 %
Mall
316

 
275

 
14.9
 %
Convention, retail and other
272

 
248

 
9.7
 %
 
6,651

 
5,718

 
16.3
 %
Less — promotional allowances
(404
)
 
(352
)
 
(14.8
)%
Total net revenues
$
6,247

 
$
5,366

 
16.4
 %
Consolidated net revenues were $6.25 billion for the six months ended June 30, 2017 , an increase of $881 million compared to $5.37 billion for the six months ended June 30, 2016 . The increase was primarily attributable to $679 million of net revenues at The Parisian Macao and a $222 million increase at Marina Bay Sands, primarily due to increased casino revenues.
Casino revenues increased $769 million compared to the six months ended June 30, 2016 . The increase was attributable to $601 million of revenues at The Parisian Macao and a $230 million increase at Marina Bay Sands, driven by increases in Rolling Chip win percentage and volume, partially offset by a $101 million decrease at Sands Cotai Central, driven by decreases in Rolling Chip volume and Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
 
Six Months Ended June 30,
 
2017
 
2016
 
Change
 
(Dollars in millions)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
1,232

 
$
1,223

 
0.7%

Non-Rolling Chip drop
$
3,423

 
$
3,427

 
(0.1)%

Non-Rolling Chip win percentage
25.6
%
 
24.9
%
 
0.7 pts

Rolling Chip volume
$
11,321

 
$
15,094

 
(25.0)%

Rolling Chip win percentage
3.80
%
 
2.99
%
 
0.81 pts

Slot handle
$
1,334

 
$
2,049

 
(34.9)%

Slot hold percentage
5.3
%
 
4.5
%
 
0.8 pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
763

 
$
864

 
(11.7)%

Non-Rolling Chip drop
$
2,836

 
$
3,014

 
(5.9)%

Non-Rolling Chip win percentage
20.5
%
 
20.6
%
 
(0.1) pts

Rolling Chip volume
$
5,421

 
$
6,685

 
(18.9)%

Rolling Chip win percentage
3.05
%
 
3.26
%
 
(0.21) pts

Slot handle
$
2,328

 
$
3,044

 
(23.5)%

Slot hold percentage
4.0
%
 
3.6
%
 
0.4 pts

The Parisian Macao
 
 
 
 
 
Total casino revenues
$
601

 
$
—

 
—

Non-Rolling Chip drop
$
1,956

 
$
—

 
—

Non-Rolling Chip win percentage
18.9
%
 
—
%
 
—

Rolling Chip volume
$
7,482

 
$
—

 
—

Rolling Chip win percentage
3.36
%
 
—
%
 
—

Slot handle
$
1,789

 
$
—

 
—

Slot hold percentage
3.6
%
 
—
%
 
—


34


 
Six Months Ended June 30,
 
2017
 
2016
 
Change
 
(Dollars in millions)
The Plaza Macao and Four Seasons Hotel Macao
 
 
 
 
 
Total casino revenues
$
208

 
$
200

 
4.0%

Non-Rolling Chip drop
$
597

 
$
530

 
12.6%

Non-Rolling Chip win percentage
23.1
%
 
23.0
%
 
0.1 pts

Rolling Chip volume
$
4,247

 
$
4,504

 
(5.7)%

Rolling Chip win percentage
2.66
%
 
2.77
%
 
(0.11) pts

Slot handle
$
194

 
$
193

 
0.5%

Slot hold percentage
7.4
%
 
6.1
%
 
1.3 pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
333

 
$
350

 
(4.9)%

Non-Rolling Chip drop
$
1,239

 
$
1,350

 
(8.2)%

Non-Rolling Chip win percentage
19.4
%
 
17.6
%
 
1.8 pts

Rolling Chip volume
$
2,881

 
$
4,195

 
(31.3)%

Rolling Chip win percentage
3.01
%
 
2.84
%
 
0.17 pts

Slot handle
$
1,210

 
$
1,325

 
(8.7)%

Slot hold percentage
3.3
%
 
3.3
%
 
—

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
1,240

 
$
1,010

 
22.8%

Non-Rolling Chip drop
$
1,878

 
$
1,942

 
(3.3)%

Non-Rolling Chip win percentage
28.7
%
 
28.6
%
 
0.1 pts

Rolling Chip volume
$
17,625

 
$
16,372

 
7.7%

Rolling Chip win percentage
3.46
%
 
2.28
%
 
1.18 pts

Slot handle
$
6,824

 
$
6,601

 
3.4%

Slot hold percentage
4.3
%
 
4.4
%
 
(0.1) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
221

 
$
186

 
18.8%

Table games drop
$
785

 
$
858

 
(8.5)%

Table games win percentage
19.2
%
 
13.6
%
 
5.6 pts

Slot handle
$
1,210

 
$
1,248

 
(3.0)%

Slot hold percentage
8.0
%
 
7.9
%
 
0.1 pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
270

 
$
266

 
1.5%

Table games drop
$
545

 
$
570

 
(4.4)%

Table games win percentage
20.5
%
 
19.2
%
 
1.3 pts

Slot handle
$
2,340

 
$
2,198

 
6.5%

Slot hold percentage
6.6
%
 
7.0
%
 
(0.4) pts

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


35


Room revenues increased $62 million compared to the six months ended June 30, 2016 . The increase is primarily attributable to $61 million of revenues at The Parisian Macao. During the six months ended June 30, 2017 , there were approximately 21%, 14%, 5% and 2% fewer rooms available at The Plaza Macao and Four Seasons Hotel Macao, The Venetian Macao, Marina Bay Sands and our Las Vegas Operating Properties, respectively, compared to the six months ended June 30, 2016 . The following table summarizes the results of our room activity:
 
Six Months Ended June 30,
 
2017
 
2016
 
Change
 
(Room revenues in millions)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
85

 
$
91

 
(6.6)%

Occupancy rate
89.6
%
 
79.3
%
 
10.3 pts

Average daily room rate
$
209

 
$
219

 
(4.6)%

Revenue per available room
$
187

 
$
174

 
7.5%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
131

 
$
131

 
—

Occupancy rate
80.4
%
 
76.8
%
 
3.6 pts

Average daily room rate
$
146

 
$
152

 
(3.9)%

Revenue per available room
$
118

 
$
117

 
0.9%

The Parisian Macao
 
 
 
 
 
Total room revenues
$
61

 
$
—

 
—

Occupancy rate
84.9
%
 
—
%
 
—

Average daily room rate
$
137

 
$
—

 
—

Revenue per available room
$
117

 
$
—

 
—

The Plaza Macao and Four Seasons Hotel Macao
 
 
 
 
 
Total room revenues
$
16

 
$
17

 
(5.9)%

Occupancy rate
80.2
%
 
69.1
%
 
11.1 pts

Average daily room rate
$
363

 
$
349

 
4.0%

Revenue per available room
$
291

 
$
241

 
20.7%

Sands Macao
 
 
 
 
 
Total room revenues
$
10

 
$
10

 
—

Occupancy rate
98.2
%
 
95.9
%
 
2.3 pts

Average daily room rate
$
193

 
$
205

 
(5.9)%

Revenue per available room
$
190

 
$
196

 
(3.1)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
174

 
$
172

 
1.2%

Occupancy rate
95.6
%
 
97.2
%
 
(1.6) pts

Average daily room rate
$
417

 
$
385

 
8.3%

Revenue per available room
$
399

 
$
374

 
6.7%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
299

 
$
293

 
2.0%

Occupancy rate
93.5
%
 
93.5
%
 
—

Average daily room rate
$
256

 
$
245

 
4.5%

Revenue per available room
$
239

 
$
229

 
4.4%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
7

 
$
7

 
—

Occupancy rate
92.0
%
 
93.8
%
 
(1.8) pts

Average daily room rate
$
160

 
$
157

 
1.9%

Revenue per available room
$
147

 
$
147

 
—


36


Mall revenues increased $41 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to $34 million of revenues at the Shoppes at Parisian and a $6 million increase at the Shoppes at Venetian, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Six Months Ended June 30, (1)
 
2017
 
2016
 
Change
 
(Mall revenues in millions)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
106

 
$
100

 
6.0%

Mall gross leasable area (in square feet)
779,025

 
781,145

 
(0.3)%

Occupancy
97.7
%
 
97.4
%
 
0.3 pts

Base rent per square foot
$
245

 
$
234

 
4.7%

Tenant sales per square foot
$
1,340

 
$
1,359

 
(1.4)%

Shoppes at Cotai Central (2)
 
 
 
 
 
Total mall revenues
$
33

 
$
31

 
6.5%

Mall gross leasable area (in square feet)
425,630

 
331,476

 
28.4%

Occupancy
93.5
%
 
96.7
%
 
(3.2) pts

Base rent per square foot
$
120

 
$
160

 
(25.0)%

Tenant sales per square foot
$
676

 
$
861

 
(21.5)%

Shoppes at Parisian (3)
 
 
 
 
 
Total mall revenues
$
34

 
$
—

 
—

Mall gross leasable area (in square feet)
299,053

 
—

 
—

Occupancy
92.7
%
 
—
%
 
—

Base rent per square foot
$
221

 
$
—

 
—

Shoppes at Four Seasons
 
 
 
 
 
Total mall revenues
$
63

 
$
63

 
—

Mall gross leasable area (in square feet)
259,533

 
260,570

 
(0.4)%

Occupancy
99.5
%
 
97.7
%
 
1.8 pts

Base rent per square foot
$
455

 
$
457

 
(0.4)%

Tenant sales per square foot
$
3,097

 
$
2,994

 
3.4%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands
 
 
 
 
 
Total mall revenues
$
78

 
$
79

 
(1.3)%

Mall gross leasable area (in square feet)
608,947

 
644,718

 
(5.5)%

Occupancy
97.4
%
 
96.4
%
 
1.0 pts

Base rent per square foot
$
223

 
$
222

 
0.5%

Tenant sales per square foot
$
1,482

 
$
1,334

 
11.1%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem
 
 
 
 
 
Total mall revenues
$
2

 
$
2

 
—

Mall gross leasable area (in square feet)
151,044

 
151,029

 
—

Occupancy
88.8
%
 
90.4
%
 
(1.6) pts

Base rent per square foot
$
21

 
$
21

 
—

Tenant sales per square foot
$
346

 
$
366

 
(5.5)%

__________________________
(1)
As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2017 and 2016 , they are identical to the summary presented herein for the three months ended June 30, 2017 and 2016 , respectively.
(2)
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
(3)
The Shoppes at Parisian opened in September 2016.


37


Operating Expenses
Our operating expenses consisted of the following:
 
Six Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Casino
$
2,626

 
$
2,333

 
12.6
 %
Rooms
142

 
130

 
9.2
 %
Food and beverage
220

 
205

 
7.3
 %
Mall
34

 
28

 
21.4
 %
Convention, retail and other
131

 
118

 
11.0
 %
Provision for doubtful accounts
54

 
88

 
(38.6
)%
General and administrative
692

 
601

 
15.1
 %
Corporate
85

 
169

 
(49.7
)%
Pre-opening
6

 
42

 
(85.7
)%
Development
5

 
4

 
25.0
 %
Depreciation and amortization
648

 
515

 
25.8
 %
Amortization of leasehold interests in land
19

 
19

 
—
 %
Loss on disposal or impairment of assets
6

 
10

 
(40.0
)%
Total operating expenses
$
4,668

 
$
4,262

 
9.5
 %
Operating expenses were $4.67 billion for the six months ended June 30, 2017 , an increase of $406 million compared to $4.26 billion for the six months ended June 30, 2016 . The increase in operating expenses was driven by the opening of The Parisian Macao.
Casino expenses increased $293 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to $391 million of expenses at The Parisian Macao, partially offset by a $65 million decrease at Sands Cotai Central, driven by a decrease in gaming taxes due to decreased casino revenues.
The provision for doubtful accounts was $54 million for the six months ended June 30, 2017 , compared to $88 million for the six months ended June 30, 2016 . The decrease resulted from increased collections of previously reserved customer balances during the six months ended June 30, 2017 , as compared to the prior year period, and continuing improvement in the quality of casino credit currently being extended. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $91 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to $66 million of expenses at The Parisian Macao and a $23 million increase at our Las Vegas Operating Properties, driven by an increase in marketing and advertising efforts.
Corporate expenses decreased $84 million compared to the six months ended June 30, 2016 . The decrease was primarily due to nonrecurring legal costs during the six months ended June 30, 2016 .
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $36 million compared to the six months ended June 30, 2016 . The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.
Depreciation and amortization expense increased $133 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to $113 million of expense at The Parisian Macao, as well as the acceleration of depreciation of certain assets due to room, entertainment venue and mall renovations.


38


Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income):
 
Six Months Ended June 30,
 
2017
 
2016
 
Percent
Change
 
(Dollars in millions)
Macao:
 
 
 
 
 
The Venetian Macao
$
545

 
$
512

 
6.4
 %
Sands Cotai Central
276

 
308

 
(10.4
)%
The Parisian Macao
188

 
—

 
—
 %
The Plaza Macao and Four Seasons Hotel Macao
110

 
92

 
19.6
 %
Sands Macao
93

 
79

 
17.7
 %
Ferry Operations and Other
12

 
15

 
(20.0
)%
 
1,224

 
1,006

 
21.7
 %
Marina Bay Sands
857

 
632

 
35.6
 %
United States:
 
 
 
 
 
Las Vegas Operating Properties
201

 
159

 
26.4
 %
Sands Bethlehem
73

 
76

 
(3.9
)%
 
274

 
235

 
16.6
 %
Consolidated adjusted property EBITDA
$
2,355

 
$
1,873

 
25.7
 %
 
Adjusted property EBITDA at our Macao operations increased $218 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to $188 million in adjusted property EBITDA generated at The Parisian Macao, and ongoing cost control and cost avoidance initiatives at our other Macao properties.
Adjusted property EBITDA at Marina Bay Sands increased $225 million compared to the six months ended June 30, 2016 . As previously described, the increase was primarily due to increased casino revenues, driven by higher Rolling Chip win percentage and volume.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $42 million compared to the six months ended June 30, 2016 . The increase was primarily due to a $57 million increase in net revenues (excluding intersegment royalty revenue), driven by an increase in casino revenue.
Interest Expense
The following table summarizes information related to interest expense:
 
Six Months Ended June 30,
 
2017
 
2016
 
(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)
$
150

 
$
146

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
8

 
8

Less — capitalized interest
(1
)
 
(21
)
Interest expense, net
$
157

 
$
133

Cash paid for interest
$
130

 
$
123

Weighted average total debt balance
$
9,917

 
$
9,580

Weighted average interest rate
3.0
%
 
3.1
%
Interest cost increased $4 million compared to the six months ended June 30, 2016 , resulting primarily from an increase in our weighted average total debt balance. Capitalized interest decreased $20 million compared to the six months ended June 30, 2016 , primarily due to the opening of The Parisian Macao in September 2016.

39


Other Factors Effecting Earnings
Other expense was $61 million for the six months ended June 30, 2017 , compared to $54 million for the six months ended June 30, 2016 . Other expense during the six months ended June 30, 2017 , was primarily attributable to a depreciation of the U.S. dollar versus the Singapore dollar during the period. This resulted in $46 million of foreign currency transaction losses, driven by Singapore dollar denominated intercompany debt reported in U.S. dollars, and a $16 million fair value adjustment on our Singapore forward contracts.
Our effective income tax rate was 10.8% for the six months ended June 30, 2017 , compared to 12.8% for the six months ended June 30, 2016 . The decrease in the effective income tax rate relates primarily to the valuation allowances recorded during the six months ended June 30, 2016, as we determined that certain deferred tax assets were no longer “more-likely-than-not” realizable. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.
The net income attributable to our noncontrolling interests was $191 million for the six months ended June 30, 2017 , compared to $155 million for the six months ended June 30, 2016 . These amounts are primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, The Plaza Macao and Four Seasons Hotel Macao, The Parisian Macao, Marina Bay Sands and Sands Bethlehem. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.

40


The following tables summarize the results of our mall operations for the three and six months ended June 30, 2017 and 2016 :
 
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 June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (3)
$
45

 
$
28

 
$
10

 
$
14

 
$
31

 
$
—

 
$
128

Overage rents
2

 
1

 
1

 
—

 
3

 
1

 
8

CAM, levies and direct recoveries
8

 
3

 
3

 
3

 
6

 
—

 
23

Total mall revenues
55

 
32

 
14

 
17

 
40

 
1

 
159

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3

 
2

 
1

 
2

 
3

 
1

 
12

Marketing and other direct operating expenses
2

 
—

 
1

 
1

 
2

 
—

 
6

Mall operating expenses
5

 
2

 
2

 
3

 
5

 
1

 
18

Property taxes (4)
—

 
—

 
—

 
—

 
1

 
1

 
2

Provision for doubtful accounts
—

 
—

 
1

 
—

 
—

 
—

 
1

Mall-related expenses (5)
$
5

 
$
2

 
$
3

 
$
3

 
$
6

 
$
2

 
$
21

For the three months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (3)
$
43

 
$
29

 
$
11

 
$
—

 
$
31

 
$
—

 
$
114

Overage rents
1

 
—

 
1

 
—

 
3

 
1

 
6

CAM, levies and direct recoveries
7

 
3

 
4

 
—

 
6

 
—

 
20

Total mall revenues
51

 
32

 
16

 
—

 
40

 
1

 
140

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3

 
2

 
2

 
—

 
4

 
—

 
11

Marketing and other direct operating expenses
1

 
(1
)
 
1

 
—

 
1

 
1

 
3

Mall operating expenses
4

 
1

 
3

 
—

 
5

 
1

 
14

Property taxes (4)
—

 
—

 
—

 
—

 
1

 
1

 
2

Provision for doubtful accounts
1

 
—

 
—

 
—

 
1

 
—

 
2

Mall-related expenses (5)
$
5

 
$
1

 
$
3

 
$
—

 
$
7

 
$
2

 
$
18


41


 
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
For the six months ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (3)
$
87

 
$
57

 
$
21

 
$
28

 
$
61

 
$
1

 
$
255

Overage rents
3

 
1

 
1

 
—

 
5

 
1

 
11

CAM, levies and direct recoveries
16

 
5

 
11

 
6

 
12

 
—

 
50

Total mall revenues
106

 
63

 
33

 
34

 
78

 
2

 
316

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
7

 
3

 
3

 
3

 
7

 
1

 
24

Marketing and other direct operating expenses
3

 
1

 
1

 
2

 
3

 
—

 
10

Mall operating expenses
10

 
4

 
4

 
5

 
10

 
1

 
34

Property taxes (4)
—

 
—

 
—

 
—

 
2

 
1

 
3

Provision for doubtful accounts
—

 
—

 
1

 
—

 
—

 
—

 
1

Mall-related expenses (5)
$
10

 
$
4

 
$
5

 
$
5

 
$
12

 
$
2

 
$
38

For the six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (3)
$
83

 
$
58

 
$
23

 
$
—

 
$
61

 
$
1

 
$
226

Overage rents
2

 
—

 
1

 
—

 
5

 
1

 
9

CAM, levies and direct recoveries
15

 
5

 
7

 
—

 
13

 
—

 
40

Total mall revenues
100

 
63

 
31

 
—

 
79

 
2

 
275

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
7

 
3

 
3

 
—

 
8

 
1

 
22

Marketing and other direct operating expenses
2

 
—

 
1

 
—

 
2

 
1

 
6

Mall operating expenses
9

 
3

 
4

 
—

 
10

 
2

 
28

Property taxes (4)
—

 
—

 
—

 
—

 
2

 
1

 
3

Provision for doubtful accounts
1

 
—

 
—

 
—

 
1

 
—

 
2

Mall-related expenses (5)
$
10

 
$
3

 
$
4

 
$
—

 
$
13

 
$
3

 
$
33

____________________
(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 Plaza Macao and Four Seasons Hotel Macao have obtained the second exemption, extending the property tax exemption to the end of July 2019 and the end of July 2020, respectively. Under the initial exemption, The Parisian Macao is tax exempt until the end of July 2022 and Sands Cotai Central has a distinct exemption for each hotel tower, which have varying expiration dates that range from the end of March 2018 to the end of November 2021. The Company is currently working on obtaining the second exemption for The Parisian Macao and Sands Cotai Central.
(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.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

42


In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
 
Six Months Ended June 30,
 
2017
 
2016
 
(In millions)
Net cash generated from operating activities
$
2,109

 
$
1,787

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(1
)
 
(1
)
Capital expenditures
(380
)
 
(706
)
Proceeds from disposal of property and equipment
1

 
4

Acquisition of intangible assets
—

 
(47
)
Net cash used in investing activities
(380
)
 
(750
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
16

 
2

Repurchase of common stock
(225
)
 
—

Dividends paid
(1,781
)
 
(1,772
)
Proceeds from long-term debt
654

 
1,261

Repayments on long-term debt
(250
)
 
(497
)
Payments of financing costs
(5
)
 
—

Net cash used in financing activities
(1,591
)
 
(1,006
)
Effect of exchange rate on cash
41

 
15

Increase in cash and cash equivalents
179

 
46

Cash and cash equivalents at beginning of year
2,128

 
2,179

Cash and cash equivalents at end of year
$
2,307

 
$
2,225

Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the six months ended June 30, 2017 , increased $322 million compared to the six months ended June 30, 2016 . The increase was primarily attributable to an increase in net income, partially offset by changes in our working capital accounts, consisting primarily of the change in accounts receivable.
Cash Flows — Investing Activities
Capital expenditures for the six months ended June 30, 2017 , totaled $380 million , including $224 million for construction and development activities in Macao, which consisted primarily of $111 million for The Parisian Macao, $61 million for The Venetian Macao and $34 million for Sands Cotai Central; $92 million at Marina Bay Sands; and $50 million at our Las Vegas Operating Properties.
Capital expenditures for the six months ended June 30, 2016 , totaled $706 million , including $623 million for construction and development activities in Macao, which consisted primarily of $516 million for The Parisian Macao and $68 million for Sands Cotai Central; $37 million at our Las Vegas Operating Properties; and $29 million in Singapore. Additionally, during the six months ended June 30, 2016 , we paid 66 million Singapore dollars ("SGD," approximately $47 million at exchange rates in effect at the time of the transaction) to renew our Singapore gaming license for a three-year term

43


Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.59 billion for the six months ended June 30, 2017 , which was primarily attributable to $1.78 billion in dividend payments and $225 million in common stock repurchases, partially offset by $404 million of net proceeds from our various credit facilities.
Net cash flows used in financing activities were $1.01 billion for the six months ended June 30, 2016 , which was primarily attributable to $1.77 billion in dividend payments, partially offset by $764 million of net proceeds from our various credit facilities.
Capital Financing Overview
We fund our development projects primarily through borrowings from our credit facilities (see, "Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt") and operating cash flows.
Our U.S., Macao and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly period ended June 30, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending June 30, 2017 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of June 30, 2017 , our U.S., Macao and Singapore leverage ratios, as defined per the respective credit facility agreements, were 0.6x, 2.0x and 2.0x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. Any defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $2.31 billion and restricted cash and cash equivalents of approximately $10 million as of June 30, 2017 , of which approximately $1.84 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.84 billion , approximately $1.60 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $2.95 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit, as of June 30, 2017 , will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

44


In March 2017, we entered into an agreement to amend our U.S. credit facility, which refinanced the term loans in an aggregate amount of $2.18 billion , extended the maturity of the term loans to March 2024, removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered the applicable margin credit spread for borrowings under the term loans (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility”). During the six months ended June 30, 2017, we had net borrowings of $550 million on our 2016 VML Revolving Facility and made net repayments of $36 million on our 2013 U.S. Extended Revolving Facility.
On February 24 and June 23, 2017, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion , of which we retained $1.45 billion during the six months ended June 30, 2017 ). On March 31 and June 30, 2017, we paid a dividend of $0.73 per common share as part of a regular cash dividend program and recorded $1.16 billion as a distribution against retained earnings (of which $630 million related to our Principal Stockholder’s family and the remaining $526 million related to all other shareholders) during the six months ended June 30, 2017. In July 2017, the Company’s Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately $578 million ) to be paid on September 29, 2017, to shareholders of record on September 21, 2017. We expect this level of dividend to continue quarterly through the remainder of 2017.
In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires in November 2018 . During the six months ended June 30, 2017 , we repurchased 3,933,737 shares of our common stock for $225 million (including commissions) under this program. All share repurchases of our common stock are recorded as treasury stock. As of June 30, 2017, we have remaining authorization to repurchase $1.34 billion of our outstanding common shares. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.
Aggregate Indebtedness and Other Known Contractual Obligations
As of June 30, 2017 , there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2016 , with the exception of the following:
•
amendment and extension of our 2013 U.S. Credit Facility (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility”);
•
net borrowings of $548 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).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we

45


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

46


•
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.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
Investors and others should note that we announce material financial information using our investor relations website ( http://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.
In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible that the information we post regarding SCL could be deemed to be material information.
The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of interest rate swaps, futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments currently consist exclusively of foreign currency forward contracts, none of which have been designated as hedging instruments for accounting purposes.
To manage exposure to counterparty credit risk in foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

47


As of June 30, 2017 , the estimated fair value of our long-term debt was approximately $10.11 billion , compared to its carrying value of $10.24 billion . The estimated fair value of our long-term debt is based on level 2 inputs (quoted prices in markets that are not active). As our long-term debt obligations are primarily variable-rate debt, a change in LIBOR, HIBOR and SOR is not expected to have a material impact on the fair value of our long-term debt. Based on variable-rate debt levels as of June 30, 2017 , a hypothetical 100 basis point change in LIBOR, HIBOR and SOR for the duration of a year would cause our annual interest cost to change by approximately $101 million .
Foreign currency transaction losses were $46 million for the six months ended June 30, 2017 , primarily due to Singapore dollar denominated intercompany debt reported in U.S. dollars and U.S. dollar denominated intercompany debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of June 30, 2017 , a hypothetical 10% strengthening or weakening of the U.S. dollar against the SGD (excluding the impact of foreign currency forward contracts) would cause a foreign currency transaction gain of approximately $103 million or a loss of approximately $126 million and a hypothetical 100 basis point change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $15 million. We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
We manage a portion of our exposure to currency fluctuations with foreign currency forward contracts. As of June 30, 2017 , we had 15 foreign currency forward contracts with a total notional value of $287 million , contract expirations through December 2017 and a total liability fair value of $4 million . As of June 30, 2017 , a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would cause an increase in our unrealized loss by approximately $28 million.
See also “Liquidity and Capital Resources.”
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of June 30, 2017 , and have concluded that they are effective at the reasonable assurance level.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had, or was reasonably likely to have, a material effect on the Company’s internal control over financial reporting.

48


PART II OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , Quarterly Report on Form 10-Q for the three months ended March 31, 2017, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 6 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2017 :
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)
April 1, 2017 — April 30, 2017
—

 
$
—

 
—

 
$
1,410

May 1, 2017 — May 31, 2017
436,100

 
$
57.30

 
436,100

 
$
1,385

June 1, 2017 — June 30, 2017
774,155

 
$
64.60

 
774,155

 
$
1,335

__________________________
(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.
ITEM 5 — OTHER INFORMATION
In its Form 8-K dated June 9, 2017, the Company reported the final voting results of the Company's 2017 Annual Meeting of Stockholders held on June 8, 2017 (the "2017 Annual Meeting"). As previously reported, in a non-binding advisory vote on the frequency of future say-on-pay votes at the 2017 Annual Meeting, a majority of the shares voted for holding such advisory votes on an annual basis. The Company's Board of Directors considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company's Board of Directors in the proxy statement for the 2017 Annual Meeting, that the Company will hold an advisory vote on say-on-pay annually.


49


ITEM 6 — EXHIBITS
List of Exhibits
 
Exhibit No.
 
Description of Document
10.1+
 
Employment Agreement, dated August 23, 2016, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Lawrence A. Jacobs.
10.2+
 
Employment Agreement, dated as of December 28, 2011, between Marina Bay Sands Pte. Ltd. and George Tanasijevich.
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
____________________
+
Denotes a management contract or compensatory plan or arrangement.
++
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.




50


LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
LAS VEGAS SANDS CORP.
 
 
 
 
August 4, 2017
By:
 
/s/ Sheldon G. Adelson
 
 
 
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
 
 
 
 
August 4, 2017
By:
 
/s/ Patrick Dumont
 
 
 
Patrick Dumont
Executive Vice President and Chief Financial Officer

51
SANDSLOGO.JPG

EXHIBIT 10.1
LAS VEGAS SANDS CORP.
LAS VEGAS SANDS, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109


August 23, 2016


Lawrence A. Jacobs



Dear Lon:
This letter (this “Agreement “) sets forth the terms and conditions of your employment with Las Vegas Sands Corp., a Nevada corporation (“LVSC”), and Las Vegas Sands, LLC, a wholly owned subsidiary of LVSC (together with LVSC, the “Company”), and is entered into by and between you and the Company as of August 23, 2016 (the “Effective Date”). For valuable consideration and intending to be legally bound, you and the Company agree as follows:
1.
Title of Position . Executive Vice President and Global General Counsel of the Company.

2.
Duties and Responsibilities . You shall have all of the duties and responsibilities as are generally associated with the position of Executive Vice President and Global General Counsel, including those duties set forth in Exhibit A attached hereto, which may be amended from time to time by the Company’s Chief Executive Office (“CEO”). In performing your duties and responsibilities, you shall comply with all Company policies and procedures. You shall report directly to the CEO, or his designee, as well as to the Board of Directors of LVSC, consistent with law. With the exception of business travel necessary to the performance of your position, you shall perform your duties and responsibilities in the Company’s corporate office as it may be located from time to time, and presently located at 3355 Las Vegas Blvd. South, Las Vegas, NV, 89109.

3.
Term . The term of your employment under this Agreement will start on September 6, 2016 and continue through September 6, 2020, unless terminated earlier as provided in this Agreement.

4.
Base Salary and Bonus Eligibility . As compensation for services rendered during your employment with the Company, you will receive an annual gross base salary of $890,000.00, subject to applicable withholdings, and payable in equal installments every two weeks or otherwise in accordance with the regular Company payroll practice. Your base salary will be reviewed around the time of each anniversary of the start of your employment and may be increased (but not decreased) at the sole discretion of the CEO based on your performance.



Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao | Marina Bay Sands
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Sheraton Hotel Macao | Conrad Macao | Holiday Inn Macao

Page 2


5.
Bonus Incentive . You will be eligible to receive an annual discretionary performance bonus targeted at up to 100% of your then-current base salary based on annual performance criteria to be established by the CEO. Any bonus shall be payable at the same time as annual bonuses are paid to other senior executives of the Company, but no later than March 15 of the year immediately following the year to which the bonus relates, subject to your continued employment throughout the payment date, other than if terminated without Cause. For 2016, your bonus, if any, will be prorated. In order to receive the bonus, you must be employed in good standing and not have served or received notice to terminate your employment with the Company (other than if terminated without Cause) on the date such bonuses are paid to other senior executives of the Company.

6.
Equity Award . Management will recommend to LVSC’s Board of Directors your participation in the Las Vegas Sands Corp. 2004 Equity Award Plan for 200,000 stock options. Assuming the equity grant is approved, the 200,000 stock options will vest in thirds equally over the 2 nd , 3 rd , and 4 th anniversary date of your employment.

7.
Benefits . In addition to the compensation set forth above, you will be eligible to participate in all fringe benefits programs available to other senior executives of similar level of responsibility including group medical and dental insurance, life and disability insurance, and a 401(k) retirement plan, in accordance with the terms of those plans, details of which will be provided to you. During your 90-day waiting period to become eligible for coverage under the Company’s health benefits, the Company will reimburse you for COBRA premiums on the express conditions that you (i) submit requests for reimbursement, together with documentation showing that you paid the required COBRA premium, within 30 days after you have paid each premium, and (ii) you continue to be employed by the Company during your 90-day waiting period. You will be eligible to participate in the Company’s 401(k) savings plan on the first day of your employment. You will also be eligible to participate in the Company’s paid time off plan beginning on your first day of employment in accordance with the terms of that plan, provided, however, that you will accrue vacation time at an annual rate of 4 weeks. Your time spent attending conferences, seminars or speaking engagements not at the direction of the CEO or not in accordance with your duties will be charged against your vacation balance.

8.
Expenses . You are authorized to incur such reasonable expenses as may be necessary for the performance of your duties hereunder in accordance with the policies of the Company, as established and may be modified from time to time, and the Company will reimburse you for all such authorized expenses upon submission of an itemized accounting and substantiation of such expenditures.

9.
Locality . You agree that given the nature of your position and to achieve a work-life balance that you and your family will relocate to, and be domiciled in, the Las Vegas area within twelve (12) months of your start of employment. You acknowledge and agree that your failure to relocate in accordance with the terms of this Agreement will be a material breach of this Agreement and a basis for a termination of your employment for Cause.

10.
Relocation . Your relocation will be in accordance with LVSC’s Domestic Relocation Policy, a copy of which is provided to you with this Agreement. The policy provides for relocation benefits to include: packing, insuring and moving of all household goods not to exceed $25,000, movement of up to three (3) cars, storage of household goods for up to 90 days, up to ninety (90) days temporary living expenses (hotel room and tax only), and a settling in allowance of $5,000 (net).  Relocation must occur within the first 12 months of your employment with the Company for you to receive these benefits. Furthermore, the Company will pay the transportation, accommodation and reasonable expenses for your spouse and family to make up to two (2) house-hunting trips of up to three (3) days in duration each or six (6) days in total.  Moreover, you will be permitted during your first three (3) months of

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 3


employment with the Company to make one round trip per month to and from New York City. All travel for you and your family in this regard will be first-class accommodations.

11.
Exclusive Services . You agree to faithfully and diligently devote all business and professional time, attention, energy, experience and ability to promote the business and interests of the Company. While employed by the Company, you agree you will not engage in any other employment, occupation, consultation or business pursuit which would interfere with or take time away from the discharge of your responsibilities under this Agreement without the prior written consent of the Company's CEO. You acknowledge that your services will be unique, special and original, and will be financially and competitively valuable to the Company, and that your violation of this paragraph will cause the Company irreparable harm for which money damages alone would not adequately compensate the Company. Accordingly, you acknowledge that if you violate this paragraph, the Company has the right to apply for and obtain injunctive relief to stop such violation, in addition to other appropriate relief. Notwithstanding the foregoing, you may continue to serve in the capacity of advisor to, or board member of, the non-competing businesses you currently serve and have disclosed on Schedule 1 (attached hereto). Furthermore, you agree to notify the Company of any future contemplated service of a similar nature or capacity, which the Company's CEO may approve or not in his sole discretion. This paragraph also shall not preclude you from engaging in civic, charitable or religious activities.

12.
Licensing Requirements . Your employment is conditioned upon your approval for licensing by the gaming authorities with jurisdiction over the Company or its affiliates which may require your licensing. You agree, at the Company’s sole cost and expense, to cooperate with the gaming authorities to acquire or maintain any license in full force and effect and in good standing.

13.
Termination of Employment.

a.
Termination by Company for Cause . The Company may terminate your employment for Cause at any time upon and by giving written notice to you of the particular act(s) or failure(s) to act providing the basis for termination. For purposes of this Agreement, “Cause” shall mean a termination based on any of the following as they apply to you: (i) commission of, or conviction, or a guilty plea, or a nolo contendere plea, or an Alford plea, to a felony or conviction of a misdemeanor involving moral turpitude which materially affects your ability to perform duties or materially adversely affects the Company or its reputation; or (ii) misappropriation of any funds or property of the Company, commission of fraud or embezzlement with respect to the Company, or any material act of dishonesty in relation to your employment regardless of whether such act results or was intended to result in your direct or indirect personal gain or enrichment; or (iii) use of alcohol or drugs that renders you unable to perform the functions of your job or carry out your duties, or the illegal use of controlled substances; or (iv) any act, or failure to act, (including disclosure of confidential information) that is likely to prejudice the business or reputation of the Company or to result in any material economic or other harm to the Company; or (v) material breach of this Agreement or violation of any law, rule or regulation of any governmental or regulatory body material to the business of Company or its affiliates; or (vi) the loss, inability to attain, revocation or suspension of any license or certification necessary for you to discharge your duties on behalf of the Company; or (vii) willful and persistent failure by you to reasonably perform your duties. You agree that with respect to the foregoing subparagraph (i) that you will inform the Company promptly if you are charged with the commission of a felony or misdemeanor involving moral turpitude, and that failure to so inform the Company would be grounds for termination for Cause.

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 4


In the event of a termination of your employment for Cause, you shall be entitled to receive as sole compensation: your base salary at the rate in effect at the time of termination through the effective date of the termination of employment; reimbursement for reasonable expenses incurred, but not paid prior to the effective date of such termination of employment subject to Company’s policies, including providing of supporting receipts; and such rights to other compensation and benefits as may be provided in applicable plans and programs of Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs including COBRA benefits; provided, however, nothing in this subsection shall be read to entitle you to any bonus unpaid as of the effective date of termination.
b.
Termination by Company without Cause; Termination by You for Good Reason . The Company may terminate your employment without Cause at any time by giving you written notice to that effect 30 days in advance of the termination date. You may terminate your employment for Good Reason (as defined below) upon 60 days advance written notice. In the event that the Company terminates your employment without Cause or you terminate your employment for Good Reason, you shall thereupon be entitled to lump sum payment in the amount of twelve (12) months of your base salary then in effect and any bonus earned but unpaid (including any prorated bonus for the year in which termination occurs), subject to applicable withholdings. Should the Company terminate your employment without cause, you will also: be reimbursed for reasonable expenses incurred, but not paid prior to the effective date of such termination of employment, subject to Company policies including providing of supporting receipts; be entitled to such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs including COBRA benefits at your own expense; and a relocation to the city of your choice in the continental United States pursuant to the Company’s relocation policy.
“ Good Reason ,” as used above, shall mean the occurrence of any of the following without your consent: (i) the Company’s removal of you from the position of Executive Vice President and/or Global General Counsel of the Company or (ii) any other material adverse change in your status, position, duties or responsibilities (which shall include you not reporting to the CEO or the CEO’s designee as described in this Agreement) which is not cured within thirty (30) days after written notice thereof is delivered by you to the Company. No purported termination for Good Reason shall be effective unless you deliver a written notice of termination (specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) to the Company within 90 days following your first obtaining actual knowledge that facts or circumstances constituting Good Reason exist.
c.
Termination Due to Expiration of the Term . If this Agreement is not extended by you and the Company on or before the termination date in Section 3 above, and if you remain in the employ of the Company thereafter, you will be deemed an “at will” employee and either the Company or you may terminate such employment with or without cause and with or without notice without any further liability, notwithstanding any other provision of this Agreement.
14.
Section 409A . For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), each of the payments that may be made under this Agreement are designated as separate payments.

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 5


General; No Indemnity . 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. Notwithstanding the foregoing, except as otherwise provided in this Agreement, 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 any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes or penalties.

Six-Month Delay for Specified Employees . 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 that are “deferred compensation” subject to Section 409A that are made by reason of your “separation from service” within the meaning of Section 409A shall be made to you prior to the date that is six months after the date of your “separation from service” or, if earlier, your date of death. Immediately following any applicable six-month delay, all such delayed payments will be paid in a single lump sum. 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 coverage described above in this Agreement 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 coverage 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 Employee for such coverage.

Termination of Employment as Separation from Service . 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 interpreted and applied in a manner that is consistent with the requirements of Section 409A.

Reimbursement Timing . To the extent that any reimbursements pursuant to this Agreement 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.

Limitation of Offsets . 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.

Release . Notwithstanding any other provision of this Agreement to the contrary, you acknowledge and agree that any payments to which you may become entitled under paragraph 13(b) are conditional upon and subject to your (a) execution of a general release and covenant not to sue in a form reasonably acceptable to the Company within 60 days following the termination of your employment which will include a release of all claims you may have against the Company, its affiliates and their respective directors, officers and employees and (b) not revoking your consent to the general release and covenant not to sue in accordance with any applicable law and the terms of such release.


Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 6


15.
Restrictive Covenants .

a.
Non-Competition .  During all periods of employment with the Company and for a period commencing on the date of any termination of employment (“Termination Date”) and ending twelve (12) months following a Termination Date, you agree that you will not (i) accept employment or enter into any contractual relationship with, whether as an employee, adviser, consultant, independent contractor or sub-contractor, principal, partner, officer or director, owner, manager, or operator or (ii) otherwise, directly or indirectly, engage in, any casino or casino-hotel or any affiliate thereof or any other competitor of the Company that operates within Clark County, Nevada including, without limitation, the City of Las Vegas, or any governmental unit, incorporated or unincorporated area within Clark County, Nevada.  You acknowledge and agree that the restrictive covenant contained in this paragraph is supported by valuable consideration, and is reasonable in its scope and duration, and that the covenant protects the legitimate interests of the Company and imposes no undue hardship on you.  The period, the geographical area and the scope of the restrictions on your activities are divisible so that if any provision of the restriction shall be declared by a court of competent jurisdiction or by an arbitrator to exceed that maximum time period, geographical area, or scope which such court or arbitrator deems reasonable and enforceable, this provision shall be automatically modified to the extent necessary to make it reasonable and enforceable as may be determined by any such court or arbitrator. Nothing in this Section 15(a) shall preclude you from engaging in the practice of law after your termination of employment with the Company to the extent permitted by any code of ethics or obligation under law.

b.
Non-solicitation .  You agree that throughout all periods of employment with the Company and for a period commencing on a Termination Date and ending one (1) year after the Termination Date, you will not, directly or indirectly, either as an adviser, consultant, principal, employee, partner, officer or director, on behalf of yourself or on behalf of any other company, business, entity or person solicit or induce or attempt to solicit or induce any person(s) in the employment of the Company or its affiliates or under any consulting or other agreement with the Company or any of its affiliates to (i) terminate such employment or consulting or other agreement, (ii) accept employment or a consulting or other agreement with anyone other than the Company or an affiliate of the Company or (iii) interfere with the business of the Company or its Affiliates in any material manner. Notwithstanding the foregoing, the restrictions in this paragraph shall not apply to any individuals known previously to you whom you may directly bring to the service or employ of the Company.

16.
Confidential Information & Intellectual Property.
 
a.
Confidential Information . During all periods of employment and in perpetuity thereafter, you agree that you shall hold confidential all the Company’s confidential information learned or acquired by you and to take all action necessary to preserve that confidentiality. You represent and covenant to the Company, its affiliates and to Sheldon G. Adelson that you shall treat any and all confidential information disclosed to, or learned by you as a fiduciary agent of the Company, its affiliates, or Sheldon G. Adelson, recognizing that the Company, its affiliates, or Sheldon G. Adelson only made the confidential information accessible to you by reason of the special trust and confidence which the Company, its affiliates, or Sheldon G. Adelson placed in you. In perpetuity, you shall not disclose, disseminate, transmit, publish, distribute, make available or otherwise convey any of the Company’s, its affiliates’, or Sheldon G. Adelson’s trade secrets to any person; provided, however, that you may disclose the Company’s, affiliates’, or Sheldon G. Adelson’s trade secrets to directors, officers and

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 7


employees of the Company that in your 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 or its affiliates. You shall not make, or permit or allow to be made, copies of any media containing, in full or in part, confidential information. The non-disclosure obligations in this paragraph do not apply to any information or data: (i) generally publicly known, (ii) learned by you from third parties with a legal right to disclose such information to you, or (iii) discovered by you through means entirely independent from and in no way arising from the disclosure to you by the Company provided that the source is not another employee, consultant or agent of the Company or its affiliates subject to an obligation of confidentiality.

b.
Intellectual Property . Notwithstanding any other provision of this Agreement, you hereby acknowledge 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. You also acknowledge that the structure of the Company’s IT systems is the intellectual property of the Company as is access thereto. Should your employment end for any reason, you will not attempt or facilitate access by unauthorized persons to the Company’s intellectual property.

c.
Defend Trade Secrets Act . Pursuant to 18 U.S.C. § 1833(b), you will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (i) file any document containing the trade secret under seal, and (ii) do not disclose the trade secret, except pursuant to court order.  Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

17.
Dispute Resolution . In the unlikely event of a dispute, the Company and you expressly understand and voluntarily agree that any claim which either party may have against the other, or which you may have involving any officer, director, or employee of the Company that relates to or occurs in connection with your employment, under local, state or federal law including, but not limited to, matters of discrimination, matters arising out of the termination or alleged breach of this Agreement or the terms, conditions or termination of employment, which cannot first be settled through direct discussions between the parties, will be submitted to mediation and, if mediation is unsuccessful, to final and binding arbitration administered by the American Arbitration Association (the “AAA”) under its Employment Arbitration Rules and Mediation Procedures (the “Rules”) and judgment on the award rendered by the arbitrators may be entered in any court in Clark County, Nevada. Any controversy or claim submitted for arbitration shall be submitted to a panel of three (3) arbitrators selected in the manner specified in the Rules from the panels of arbitrators of the AAA. The arbitration proceedings shall be conducted in Las Vegas, Nevada, and the arbitration costs of the AAA including but not limited to the fees of the arbitrator shall be paid by Company, provided, however, that each party shall be responsible for its own attorneys' fees unless the arbitrators determine that applicable law entitles either party to reasonable attorneys' fees on the claims on which it prevails. This dispute resolution paragraph of this Agreement provides the exclusive remedies and each party expressly waives the right to pursue redress in any other forum except only the right to pursue equitable remedies. During

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 8


the pendency of any claim under this dispute resolution procedure, you agree to make no statement orally or in writing regarding the existence of the claim or the facts forming the basis of such claim, or any statement orally or in writing which could impair or disparage the personal or business reputation of the Company, its affiliates or Sheldon G. Adelson. You understand and acknowledge that by signing this Agreement, you are waiving the right to a jury trial, or a trial before a judge in public court.

/s/LJ        
Employee’s Initials

18.
Amendment . No provision in this Agreement may be amended, modified or waived unless such amendment, modification or waiver is agreed to in writing and signed by both you and the Company's CEO.

19.
Partial Invalidity . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any terms other than the provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby unless such invalidity, illegality or unenforceability would vitiate the intent of the parties with respect to any such section or the Agreement as a whole. To the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any terms other than the provisions in the section of this Agreement 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.

20.
No waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

21.
Notices . All notices, consents, or other communications required, permitted or provided for hereunder, including without limitation notices of termination of this Agreement shall be deemed given (i) on the date when hand-delivered; (ii) on the date when forwarded by facsimile transmission provided that electronic confirmation of receipt is obtained and retained; (iii) upon the date set forth on a receipt for certified mail that is returned to the party giving notice by the United States Postal Service; or (iv) on the next day after delivery to a recognized overnight delivery service for next day delivery. All notices shall be addressed to the parties at their addresses set forth below:

As to Company:    Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: President and COO
Fax: (702) 414-4950

As to you:
At the address currently on record with the Company, and as may be modified by you and noticed to the Company.
    

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands
Page 9


22.
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 thereof.

23.
Counterpart s . 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 had signed the same signature page and a signature page delivered by fax or email and shall be as effective as if an original copy had been delivered.


IN WITNESS WHEREOF, the Parties hereto have signed this Agreement on the date(s) below indicated:

EXECUTIVE :


/s/ Lawrence A. Jacobs    
Lawrence A. Jacobs

Date:      8/25/16    


COMPANY :

Las Vegas Sands Corp.



By:      /s/ Sheldon G. Adelson        
Sheldon G. Adelson
Chairman & CEO


Date:      Aug. 25, 2016    

Corporate Headquarters
3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109


The Venetian | The Palazzo | Sands Expo | Sands Bethlehem | Paiza | Sands Macao | The Venetian Macao
Four Seasons Hotel Macao | The Plaza Macao | Sands Cotai Central | Marina Bay Sands


EXHIBIT 10.2
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 28, 2011 and effective as of July 1, 2011 (the “Effective Date”) by and between Marina Bay Sands Pte Ltd, a Singapore company with its principal office at 10 Bayfront Avenue Singapore 018956 (the “Company”) and George Tanasijevich (“Employee”).

In consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and Employee (each individually a “Party” and together the “Parties”) agree as follows.

1.     Definitions .

1.1
“ Affiliate ” means a parent, subsidiary and any other Persons under common control with the Company.

1.2
“ Base Salary ” means the salary provided for in Section 3 of this Agreement or any change thereto pursuant to the provisions of Section 3.

1.3
“ Cause ” means:

(a)
Conviction, or a guilty plea, or a nolo contendere plea to a felony or conviction of a misdemeanor involving moral turpitude which materially affects Employee’s ability to perform duties or materially adversely affects the reputation of the Company or any of its Affiliates; or

(b)
Misappropriation of any material funds or property of the Company or its Affiliates, commission of fraud or embezzlement with respect to the Company or its Affiliates, or any material act of dishonesty in relation to Employee’s employment by the Company regardless of whether such act results or was intended to result in Employee’s direct or indirect personal gain or enrichment; or

(c)
Use of alcohol or drugs that renders Employee unable to perform the functions of his job or carry out his duties; or

(d)
Failure to render services in accordance with the provisions of this Agreement (including, without limitation, the licensing requirement in Section 2.4 below, if applicable) or the failure to follow directions communicated by the Company’s management or Employee’s direct or indirect supervisors; or

(e)
Any act, or failure to act, (including disclosure of Confidential Information) that is likely to prejudice the business or reputation of the


Company or its Affiliates or to result in any material economic or other harm to the Company or its Affiliates; or

(f)
Any act, or failure to act, on the part of Employee which brings material disrepute upon Employee, either personally or professionally; or

(g)
Violation of any law, rule or regulation of any governmental or regulatory body material to the business of the Company or its Affiliates; or

(h)
The loss, revocation or suspension of any license or certification of Employee necessary for Employee to discharge Employee's duties on behalf of the Company or its Affiliates; or

(i)
Any other material breach of this Agreement by Employee or any act of neglect or misconduct which the Company, in its sole discretion, deems to be good and sufficient cause; or

(j)
Willful and persistent failure by Employee to reasonably perform duties; or

(k)
Employee’s death; or

(l)
Employee’s Disability as defined below.

1.4
“ Confidential Information ” means all private, personal, confidential or proprietary information, tangible or intangible, owned by or pertaining to the Company or any of its Affiliates or Sheldon G. Adelson. Without limiting the generality of the preceding sentence, “Confidential Information” shall include, but not be limited to, all of the Company’s or its Affiliates’ material non-public information, Trade Secrets, business methods, business plans, lists of Customers, secret formulas or processes, player rating and credit line information, players lists, Customer information, Customer data, sales data, cost data, profit data, marketing methods, credit and collections techniques, strategic planning data, and financial planning data.

1.5
“ Customer ” means all individuals contained in the Company’s or its Affiliates’ customer lists, customer databases, or the like whether or not those individuals have been solicited or procured by the Company or its Affiliates or Employee.

1.6
“ Disability ” means Employee’s inability with or without accommodation to perform, for a period greater than twelve (12) consecutive weeks, the essential functions of the position by reason of permanent mental or physical disability, whether resulting from illness, accident or otherwise.

1.7
" Media " means print, document-based medium, television, facsimile, telex, telephone, radio, satellite, cable, wire, computer-based network, network, magnetic means, electronic means, Internet, intranet, and any other method (now known or hereinafter developed) for the publication, retention, conveyance,


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Employee Initials: /s/GT

possession or holding of content, including without limitation, computer software, compact and laser disc, digital video displays, video cassettes, and multi-media.
    
1.8
“ Person ” means any individual, firm, partnership, association, trust, company, corporation, limited liability company or other legal entity.

1.9
“ Singapore Gaming Authority ” means the Ministry of Home Affairs, the Casino Regulatory Authority or any other branch of the Singapore Government tasked with the regulation of casinos in Singapore.

1.10
“ Term ” means the period specified in Section 2.2 and any extensions or continuations thereof, whether it be a fixed period or “at will.”

1.11
“ Termination Date ” means the last day the Employee is employed by the Company, regardless of whether such termination results from a termination (a) stated by the Company to be for Cause pursuant to Section 8.1; (b) stated by the Company to be without Cause pursuant to Section 8.2; (c) stated by the Employee to be voluntary pursuant to Section 8.3; or (d) after expiration of the Term regardless of whether Employee does or does not continue to be employed for any time after the expiration of the Contract Term set forth in Section 2.2.

1.12
“ Trade Secrets ” mean the Company’s and/or its Affiliates’ trade secrets as such term is defined in the Uniform Trade Secrets Act, as promulgated and amended from time to time in the State of Nevada.

All of the foregoing defined terms in quotations, if defined in the singular, shall also retain such general meaning if used in the plural, and if used in the plural, shall retain such general meaning if used in the singular.

2.     Term. Positions and Duties .

2.1
Employment Accepted . The Company hereby employs Employee, and Employee hereby accepts employment with the Company, for the Term, in the position and with the duties and responsibilities set forth in Section 2.3 or in such other position or with such other responsibilities as is or are reasonably assigned by the Company from time to time and upon such other terms and conditions as are hereinafter stated.

2.2
Term .  The “Contract Term” shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall expire at the close of business on June 30, 2014 (such period, the “Initial Term”); provided, that the “Contract Term” shall also include any extension of this Agreement agreed in writing by the Company and the Employee beginning on the first day of any such extension and ending on the last day stated in any such extension. As used herein, the “Term” includes the Contract Term and any period of “at will” employment as set forth in Section 8.4, until the Employee or the Company


Employment Agreement
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Employee Initials: /s/GT

terminates such employment for any reason or no reason. Unless otherwise stated, all provisions in this Agreement shall subsist throughout the Term.
    
2.3
Duties and Responsibilities . Employee shall be employed as President and Chief Executive Officer, Marina Bay Sands and Managing Director, Global Development, Las Vegas Sands Corp (“LVSC”) and shall have all the responsibilities of that position as are reasonably and customarily associated with such position and as may be assigned pursuant to Section 2.1 above including, but not limited to, working for and acting on behalf of Affiliates of the Company as assigned from time to time by the Company. Employee shall report to the President and Chief Operating Officer of LVSC, subject to change at the Company’s discretion. While employed by the Company, Employee (a) shall faithfully and diligently devote all business and professional time, attention, energy, experience and ability to promote the business and interests of the Company and (b) shall not engage in any other employment, occupation, consultation or business pursuit which would interfere with or take time away from the discharge of his employment responsibilities without the prior written consent of the Company.

2.4
Licensing Requirement . If required by the Company, the Singapore Gaming Authorities, any Nevada gaming authority or any other regulatory authority within or without the State of Nevada (collectively, a “Gaming Authority”) to perform the duties required of Employee by the Company pursuant to Sections 2.1 and 2.3, Employee must apply for and obtain any registration, license, qualification or finding of suitability required by a Gaming Authority (collectively, a “License”). Employee shall cooperate with any Gaming Authority and with the Company in applying for the License and in removing any objections that may be raised by any Gaming Authority in connection with the granting of the License. If the Gaming Authority shall refuse to grant the License to Employee, or at any time during the Term revoke or suspend the License, then the Company shall have the right, in the Company’s sole discretion, to terminate this Agreement for Cause, in addition to all other rights and remedies available to the Company.

2.5
Singapore Work Authorization . Employee shall provide the Company with a copy of Employee’s Singapore national identity card or other evidence of Employee’s right to work in Singapore. This Agreement is conditioned upon Employee receiving and maintaining all required work permits and permissions from the Government of Singapore. The Company agrees to use its best efforts to assist the Employee in the application and approval process, if required, for such permits and approvals.

2.6
Policies and Procedures . In addition to the terms herein, Employee shall be bound by the Company’s policies and procedures, as such may be supplemented or amended by the Company from time to time. In the event the terms in this Agreement conflict with the Company’s policies and procedures, the terms in this Agreement shall take precedence. Employee (a) acknowledges that he has read the Company’s policies and manuals, including the Company’s Code of Business Conduct and Ethics, and signed any required certifications relating to such


Employment Agreement
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Employee Initials: /s/GT

policies and manuals and (b) agrees to abide by the Company’s policies and manuals.

2.7
Termination of Prior Agreement . Effective as of the Effective Date, the employment agreement between Marina Bay Sands Pte Ltd and Employee, dated as of October 18, 2007, as amended and extended by the Extension to Employment, dated as of August 28, 2009, shall terminate and be of no further force and effect; provided, that Employee shall not forfeit Employee’s right to any stock option award that is outstanding as of the Effective Date and any agreement evidencing any such stock option award that is in effect as of the Effective Date shall remain in effect in accordance with its terms. Effective as of the Effective Date, except as provided in the preceding sentence, this Agreement will constitute the entire agreement between the Company and Employee with respect to Employee’s terms and conditions of employment. For the sake of clarity, Employee’s stock option awards that are outstanding as of the Effective Date are set forth on Schedule 1 .

3.
Base Salary . Employee shall be entitled to receive an annual Base Salary of Eight Hundred Fifty Thousand United States Dollars (US$850,000.00). All such amounts shall be payable in equal installments every two weeks or otherwise in accordance with the regular payroll of the Company. On an annual basis on or about the anniversary date of the Employee’s date of hire, Employee shall receive a review of the Base Salary at which time the Base Salary may, but need not, be increased, but may not be decreased. Any such revised salary shall become the Base Salary for purposes of this Agreement.

4.
Bonuses .

4.1
Annual Incentive Bonus . Employee shall be eligible to participate in Company’s annual management incentive program as follows:

(a)
It is Company’s current intention to maintain an incentive bonus program by which qualified employees will be eligible to receive a discretionary annual incentive bonus based upon the achievement of individual and company goals and objectives as established from time to time. Employee will be eligible to participate in the bonus program and will be eligible to receive an annual bonus thereunder in an amount of up to one hundred percent (100%) of Employee’s Base Salary; and

(b)
Any annual incentive bonus (regardless of the form of payment and the maintenance of the incentive bonus program) is in the sole, absolute and unfettered and unreviewable discretion of the Company. Employee shall not have any enforceable right to receive a bonus except for such bonuses as are actually paid by the Company to the Employee. Upon termination of Employee's employment for any reason whatsoever, the Company shall have no obligation to pay Employee any bonus or prorated portion of a bonus Employee might have received had Employee continued to be employed, except where a fixed or determinable amount




Employment Agreement
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Employee Initials: /s/GT

has already been declared by the Company in writing as being due and payable to the Employee prior to the Termination Date.

4.2
Special Project Bonuses . Employee shall be entitled to receive special project bonuses as follows:

A bonus in an amount equal to one hundred percent (100%) of Employee’s Base Salary in the event that LVSC or an LVSC entity is awarded a gaming license or similar concession to operate a casino in Japan, the Republic of Korea, Vietnam or Taiwan. This bonus shall be payable each time a gaming license is received in respect of any one of these countries.

Any special project bonus described above, if earned, will be payable, at Employee’s election, as follows:

(i)
One Hundred percent (100%) in cash; or

(ii)
fifty percent (50%) in cash and fifty percent (50%) in restricted shares of
LVSC’s common stock, par value $0.001 per share, granted under LVSC’s 2004 Equity Award Plan (the “Plan”); such restricted shares to be valued as of the Date of Grant (as defined in the Plan) and to vest in full on the third anniversary of the Date of Grant, subject to Employee’s continued employment with the Company on the applicable vesting date. Any grant of restricted shares will occur during the next open trading window, subject to the approval of the Compensation Committee of the LVSC Board of Directors and the Employee’ election in the form and manner set forth in the Company’s or LVSC’s policies for such election; and

(iii)
the cash portion of any special project bonus will be paid as soon as practicable following the award of the gaming license or similar concession under Section 4.2 above, but in no event later than two and one-half months following the calendar year in which such bonus was earned.

4.3
Special Event Bonus . Employee shall be entitled to receive a special event bonus in the amount of USD 250,000 upon the release of the security deposit paid to the Singapore Tourism Board pursuant to the terms of the Development Agreement, dated as of August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte Ltd and as soon as practicable following such release but in no event later than two and one-half months following the calendar year in which such bonus was earned.

5.
Equity Award . Management will recommend that the Compensation Committee of the LVSC Board of Directors, which administers the Plan, approve a one-time award (the “Share Incentive Award”) of 50,000 restricted shares of LVSC’s common stock (the “Restricted Shares”) under the Plan. Subject to Employee’s continued employment with the Company, the Share Incentive Award (if approved) shall become vested and



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exercisable as to (a) one-third (1/2) of such Restricted Shares on June 30, 2012 and (b) one-half (1/2) of such Restricted Shares on June 30, 2013.

Subject to the approval of the Compensation Committee of the LVSC Board of Directors, Employee may become eligible to receive other equity-based compensation awards in such amounts and upon such terms as the Company may decide in its own discretion, it being expressly understood and agreed that this paragraph does not create any obligation on the part of the Company to grant any such additional equity compensation.

The Share Incentive Award and any other equity compensation awards that may be granted to Employee from time to time shall be subject to the terms and conditions of the Plan and the appropriate form of equity compensation agreement used by the Company for its senior executives.

6.
Employment Benefit Programs . During the Term, Employee shall be entitled to medical and dental insurance and life and disability insurance benefits and paid time off as are generally available to the Company’s employees of similar status from time to time under such benefit plans and as described and subject to such conditions and discretion as is reserved to the Company as set forth in the associated benefit plan materials and summary plan descriptions for such benefit plans.

7.
International Assignment Benefits . During the Term, Employee shall be entitled to the following payment and benefits associated with his international assignment:

7.1
Education Assistance for School Age Children. The Company will reimburse Employee the tuition costs paid to the Singapore American School or other international school for Employee’s school age children in Singapore. Tuition costs generally include one-time registration, enrollment fee, application fees, school fees, facility fees and infrastructure fee but expressly exclude text books, stationery, uniform and transport as well as refundable deposits.

7.2
Travel to the U.S. During the term of employment in Singapore,-Employee will be provided with two return Business Class trips to the United States to attend business meetings annually. Each member of Employee’s immediate family residing with Employee in Singapore shall also be provided with two return Business Class trips to the United States annually, in accordance with The Company Travel Policy.

7.3
Relocation Benefits after Completion of Initial Term or Upon Termination Without Cause. Upon termination of employment following the Initial Term, or if Employee is terminated by the Company without Cause, during the Initial Term, he will be entitled to payment and/or reimbursement for the same types of reasonable costs of relocating the Employee, his significant other, and the Employee’s and his significant other’s children and their personal belongings that were provided to the Employee by the Company for his relocation to Singapore, with respect to the repatriation of the Employee, his significant other, and the Employee’s and his significant other’s children from Singapore to the U.S.A.,


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subject to the Company’s current Expatriate Compensation and Benefits Policy. The relocation benefits will include Business Class plane tickets from Singapore to the U.S.A.

8.      Termination .

8.1
Termination by Company With Cause . The Company may terminate Employee’s employment for Cause at any time upon and by giving advance notice to Employee of the particular act(s) or failure(s) to act providing the basis for termination (the “Default”). Notwithstanding the foregoing, to the extent the Default is contested by Employee as factually inaccurate, then, in any such case, the Company will give Employee the opportunity (a) to cure the Default, if curable, within ten (10) days’ notice of the Default or (b) to immediately provide evidence satisfactory to the Company establishing that the Default did not occur. If Company determines Employee has cured the Default or produced evidence satisfactory to the Company that the Default did not occur, the Employee shall not be entitled to any damages and the continued employment of the Employee will be the only remuneration to which Employee is entitled. In the event Company determines that Employee has not cured the Default or has not established to the satisfaction of the Company that the Default did not occur, the Company will give Employee notice of termination. In the event Company terminates Employee’s employment for Cause during the Contract Term, as provided in this Section 8.1, Employee shall be entitled to the following:

(a)
Continued payment of Base Salary at the rate in effect at the time of termination through the Termination Date;

(b)
Reimbursement for reasonable expenses incurred, but not paid prior to the Termination Date, subject to the Company’s policies; and

(c)
Such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, including COBRA benefits, if applicable, according to the terms and conditions of such plans and programs provided, however, that nothing in this subsection shall be read to entitle Employee to any unpaid bonus as of the Termination Date, except to the extent provided elsewhere in this Agreement.

8.2
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause at any time by giving written notice to the Employee. Subject to Clause 26, in the event that Company terminates Employee’s employment without Cause subject to Section 26, during the Contract Term, Employee shall thereupon be entitled to the following:

(a)
A lump sum payment equal to 6 months of his Base Salary at the rate in effect at the time of termination (“Separation Pay”) which shall be payable within thirty (30) days following such termination;



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(b)
A pro-rated Bonus (if any) due in accordance with Section 4.1 or, if more favorable to the Employee, as otherwise permitted by the Company’s annual management incentive program in effect on the Termination Date, and any such bonus shall be paid to the Employee at the same time as bonuses are paid to other executives generally;

(c)
Payment of any Special Project Bonus or Special Event Bonus under Sections 4.2 or 4.3 earned as of the Termination Date but not yet paid which shall be payable within thirty (30) days following such termination; and

(d)
All payments and benefits set forth in Sections 8.1(b) and 8.1(c).

8.3
Voluntary Termination by Employee . Employee may terminate his employment at any time by giving sixty (60) days written notice to the Company . In the event Employee voluntarily terminates his employment as provided in this Section 8.3, Employee shall be entitled to the following:

(a)
Base Salary at the rate in effect at the time of termination through the Termination Date; and

(b)
All payments and benefits set for in Sections 8.1(b) and 8.1(c).

8.4
At Will Employment . In the event that this Agreement has not been extended in writing by the Parties, and if Employee remains in the employ of the Company following the end of the Contract Term, Employee will be deemed an “at-will” employee and the Company may terminate such employment with or without Cause without any further liability other than Employee’s accrued but unpaid compensation as of the Termination Date. Employee acknowledges and represents that Employee’s continued employment as an “at will” employee is sufficient consideration to support Employee’s continuing obligations under the terms of this Agreement, including but not limited to the covenants set forth in Section 9 of this Agreement.

8.5
General Release and Covenant Not to Sue . Notwithstanding any other provision of this Agreement to the contrary, Executive Acknowledges and agrees that any and all payment to which he is entitled under this Section 8 are conditional upon and subject to Executive (or Executive’s estate’s) execution, within 21 days following termination of employment, of the General Release and Covenant Not to Sue in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law), and, except as otherwise provided in Section 26, any payments that are subject to the execution of such General Release and Covenant Not to Sue shall commence to be paid as soon as proacticable following expiration of the release revocation period, if any.





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9.
Restrictive Covenant and Covenants not to Engage in Certain Other Acts .

9.1
Restrictive Covenant . In the event of any termination for Cause or any voluntary termination by Employee under Section 8.3 prior to the scheduled expiration of the Term , Employee shall not for a period of six (6) months from the Termination Date, accept any employment or compensation with any construction company, integrated resort company, hotel company, gaming company, retail leasing company or convention-related company in Singapore or 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 Termination Date.

9.2
Non-solicitation .  Employee agrees that for a period of two (2) years after the end of Employee’s employment with Company for any reason, Employee shall not induce any persons in the employment of Company or its Affiliates to (a) terminate such employment, (b) accept employment with anyone other than Company or an Affiliate of Company or (c) interfere with the business of Company in any material manner.

9.3
Covenants to Protect Confidential Information .

(a)
Non-Disclosure . Throughout the Term and in perpetuity following the Termination Date, Employee shall hold confidential all Confidential Information learned or acquired by Employee and to take all action necessary to preserve that confidentiality. Employee represents and covenants that Employee shall treat any Confidential Information disclosed to, or learned by, Employee as a fiduciary agent of the Company recognizing that the Company only made the Confidential Information accessible to Employee by reason of the special trust and confidence which the Company placed in Employee. In perpetuity, Employee shall not disclose make available or otherwise convey any of the Company’s, its Affiliates’, or Sheldon G. Adelson’s Trade Secrets to any Person; provided, however, that Employee may disclose the Company’s, its Affiliates’, or Sheldon G. Adelson’s Trade Secrets to directors, officers and employees of the Company who in Employee’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. The non-disclosure obligations in this Section 9.3 do not apply to any information or data: (i) generally publicly known, (ii) learned by Employee from third Persons with a legal right to disclose such information to Employee, or (iii) discovered by Employee through means entirely independent from and in no way arising from the disclosure to Employee by the Company, provided that the source is not another employee, consultant or agent of the Company who is subject to an obligation of confidentiality. All provisions protecting Confidential Information shall be deemed to also protect Trade Secrets, but references to Trade Secrets shall not be deemed to automatically refer to Confidential Information.



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(b)
Approval for Disclosure. Without the prior written approval of Sheldon G. Adelson or another duly authorized representatives of the Company or its Affiliates, which the Company, its Affiliates, or Sheldon G. Adelson may in its or their sole discretion withhold, Employee 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.

(c)
Security Measures . While in possession or control of Confidential Information, or any Media embodying the same, Employee shall take reasonable efforts to keep such Confidential Information reasonably inaccessible from Persons not otherwise authorized to view the Confidential Information. Without limiting the generality of the foregoing, Employee shall not transmit or transfer any Confidential Information or other Company proprietary information to any other personal or external media, including, without limitation, flash drives, personal computers, personal e-mails, CD’s, or any other recording media without the express written consent of an authorized representative of the Company.

(d)
Forced Disclosure . If Employee is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, regulatory or stock exchange order, subpoena, civil investigative demand or other similar process or procedure) to disclose any of the Confidential Information, Employee shall provide an officer of the Company with prompt written notice of such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Employee nonetheless is legally compelled to disclose Confidential Information to any tribunal or else would stand liable for contempt or suffer other censure or penalty, Employee may, without liability herein, disclose to such requesting person or entity only that portion of the Confidential Information which Employee is legally required to disclose, provided that Employee exercises Employee’s best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such requesting person or entity.

(e)
Ownership of Intellectual Property . Notwithstanding any other provision of this Agreement, Employee hereby covenants, represents and warrants that the Company owns the exclusive right, title and interest in and to the Confidential Information and the intellectual property rights embodied in, relating to, based upon or arising from Confidential Information. Without limiting the foregoing, in the event Employee creates or modifies works or


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performs acts that create intellectual property rights related to or arising from the Company goods or services, including any such rights protected by any applicable law relating to copyrights, patents or any other form of intellectual property (“IP Rights”), Employee covenants, represents and warrants that Company owns all such IP Rights. In the event the Employee is deemed to have or retain any right, title, or interest in and to any such IP Rights, Employee hereby assigns all of the IP Rights to the Company and shall execute any further form of assignment of the IP Rights to the Company as may be required or desired by the Company to perfect and enforce the assignment of the IP Rights. Employee covenants, represents and warrants that the Employee has set forth on Schedule 2 all: (1) inventions, copyrights, or other developments that are susceptible to intellectual property protection and that are owned, developed, licensed, or otherwise proprietary to Employee prior to employment with Company (“Pre-Employment Inventions”), along with a description of any such Pre-Employment Inventions that are the subject of a confidentiality obligation (specifically identifying any such Pre-Employment Invention that Employee is precluded from using, disclosing, or otherwise exploiting due to a prior or existing contractual or legal obligation), and such description has been made in such manner as to retain the confidentiality of such Pre-Employment Invention; (2) contracts whereby Employee has agreed in any manner whatsoever to keep confidential, secret, or otherwise not disclose any content or other matter of any third Person; (3) contracts where Employee has agreed not to compete in any manner with any third Person; and (4) claims, notices, or other matter in which a third Person has accused the Employee of misappropriation of intellectual property or a breach of a fiduciary duty or a duty of confidentiality and all lawsuits that Employee has been named in (whether as plaintiff or defendant) with respect to any such subject matter. Employee acknowledges that Company hereby notifies Employee to keep all prior and current obligations and Employee covenants, represents and warrants that this Agreement and the employment provided hereunder do not and shall not conflict with any such prior or current obligations. If Employee uses or otherwise exploits in the course of performing his duties with Company or permits or allows the Company to use or exploit any Pre-Employment Invention, Employee hereby grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and otherwise exploit such Pre-Employment Invention.

(f)
Return of Materials . On or before the Termination Date, Employee shall return to the Company all documents and data, 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. Employee shall also return any keys, access cards, credit cards, identification cards and other property and equipment belonging to the Company and/or its Affiliates. All data and information


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stored on or transmitted using Company owned or leased equipment is the property of the Company. Notwithstanding the return or destruction of the Confidential Information, Employee shall continue to be bound by the obligations of confidentiality and security as otherwise set forth in this Agreement. Employee acknowledges that any use or misappropriation of Company materials or Confidential Information following termination of employment shall be deemed theft of Company property which may result in irreparable harm which may not be satisfied by money damages. As such, the Company may seek a temporary restraining order and injunction to protect its materials and Confidential Information without altering any other remedies which may be available to the Company.

9.4
Non-Disparagement . During the Term and in perpetuity following the Termination Date, Employee shall not make any remarks disparaging the conduct or character of Sheldon G. Adelson, the Company or its Affiliates, subsidiaries and related entities, their agents, employees, officers, directors, successors, or assigns.

9.5
Cooperation . At any time following the Termination Date, Employee shall reasonably cooperate with the Company in any litigation or administrative proceedings involving any matters with which Employee was involved during his employment by the Company. The Company shall reimburse Employee for reasonable expenses, if any, incurred in providing such assistance including the value of the time expended in testifying measured at the rate of pay that Employee is then receiving from a subsequent employer. For the purpose of this section 9.5, reasonable cooperation shall mean, at Employee’s option, testifying by deposition at Employee’s principal residence or principal place of employment if different from Clark County, Nevada.

10.
Equitable Relief .     Employee covenants, represents and warrants that in the event of the breach of Sections 9.1, 9.2, 9.3 or 9.4: (a) money damages would not adequately compensate such a breach; (b) irreparable harm would result to the Company or to the Company’s Affiliates for which the Company is authorized to seek relief; (c) the balance of the equities between the Company or its Affiliates and Employee would favor the entry of equitable relief in favor of the Company or its Affiliates; and (d) the public interest would favor the entry of equitable relief in favor of the Company or its Affiliates. For the purpose of this Agreement, equitable relief shall include without limitation preliminary and permanent injunctive relief, specific performance and temporary restraining orders. Equitable relief shall be in addition to all other remedies available to the Company through arbitration as provided in this Agreement. Except as provided in the next sentence, Employee shall not contest the entry in favor of the Company or its Affiliates of equitable relief in the event of a breach described in this Section and in the event of a breach Employee irrevocably admits to the inadequacy of money damages under (a) above, irreparable harm under (b) above, the balance of the equities in favor of the Company under (c) above and the public interest in favor equitable relief under (d) above. The defense of Employee in the event of any action for equitable relief shall be limited to the assertion, provided the same can be made in good faith and with an adequate evidentiary basis, that the breach alleged by the Company did not occur.
    


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11.
Factors Supporting Restrictions . The restrictions placed upon Employee by the terms of this Agreement have been agreed upon in consideration of the following factors, among others:

11.1
Employee has been offered the employment described in Section 2.2 and the compensation and other benefits described in Section 3 and 4 in reliance upon Employee’s agreement to the restrictions described in Section 9;

11.2
Employee has been entrusted by Company with developing close relations with Customers and/or vendors on behalf of the Company to further the Company's business interests;

11.3
By reason of Employee's position with the Company, Employee has become privy to the aims, aspirations, plans, preferences, strategies and capabilities of Customers and/or vendors, which are matters of great value in identifying, soliciting, obtaining, retaining and/or servicing Customers and/or vendors in the Company's business;

11.4
By reason of Employee's position with the Company, Employee has become privy to Confidential Information of the Company, which information would be of considerable potential interest to the Company's competitors;

11.5
By reason of Employee’s position with the Company, Employee will become familiar with the Company's practices and strategies in assigning work, setting up project teams and supervising the work.
 
12.     Arbitration .

12.1
Except for equitable relief sought pursuant to Section 10, or as otherwise prohibited by law, any controversy or claim rising out of or relating to this Agreement or the breach of this Agreement or the employment of Employee during or after the Term shall be settled by arbitration administered by the American Arbitration Association (the “AAA”) under its Employment Dispute Resolution Rules (the “Rules”) and judgment on the award rendered by the arbitrators may be entered in any court in Clark County, Nevada.

12.2
Any controversy or claim submitted for arbitration shall be submitted to a single arbitrator selected in the manner specified in the Rules from the panels of arbitrators of the American Arbitration Association. The arbitration proceedings shall be conducted in Las Vegas, Nevada, and the arbitration costs of the AAA including but not limited to the fees of the arbitrator shall be paid by the Company.

12.3
The arbitration provisions of this Agreement provide the exclusive remedies and each Party expressly waives the right to pursue redress in any other forum except only the right to pursue equitable remedies as provided in Section 9.



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12.4
The arbitrator shall not be empowered or authorized to add to, subtract from, delete or in any other way modify, the terms of this Agreement, nor shall the arbitrator be empowered to award punitive damages on any claim and Employee waives any right to assert a punitive damages claim.

12.5
Employee understands and acknowledges that Employee is waiving the right to a jury trial, or a trial before a judge in public court.

13.
Acknowledgement .

13.1
Employee acknowledges that Employee has been given a reasonable period of time to study this Agreement before signing it. Employee certifies that Employee has fully read and completely understands the terms, nature and effect of this Agreement. Employee also certifies that Employee either had the opportunity to consult with counsel, or consulted with counsel in connection with the execution of this Agreement. Employee further acknowledges that Employee is executing this Agreement freely, knowingly and voluntarily and that Employee's execution of this Agreement is not the result of any fraud, duress, mistake or undue influence whatsoever. In executing this Agreement, Employee does not rely on any inducements, promises or representations by the Company or any Person other than the terms and conditions of this Agreement.

13.2
Employee warrants and represents that Employee does not know of any restriction or agreement to which Employee is bound which arguably conflicts with the Employee’s execution of this Agreement or employment hereunder.

14.      Controlled Substance and Alcohol Screening.

14.1
Employee must abide by the Company's controlled substance and alcohol policy as adopted or amended from time to time. Employee acknowledges and represents that these policies may include requirements that Employee submit to testing for controlled substances or alcohol on the basis of reasonable suspicion in accordance with the Company's controlled substance or alcohol policies.

14.2
Employee acknowledges and represents 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.

14.3
Employee acknowledges and represents that testing for controlled substance or alcohol may include taking and testing of Employee's urine, blood or hair.

14.4
Employee shall hold the Company, and its Affiliates and their 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.

15.
Attorneys' Fees . In any action or proceeding to enforce the terms of this Agreement, neither Party shall be entitled to attorneys' fees.



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16.
Assignability/Binding Nature/Adequate Consideration . Employee’s agreement hereto is in the nature of a personal services contract, and Employee shall have no right to assign this Agreement or delegate Employee’s obligations hereunder. Any such purported assignment or delegation shall be void. Employee covenants, represents and warrants that this Agreement may be assigned by the Company and thereafter from one employer to another (including, without limitation, from the Company to any Affiliate of the Company) through the medium of a merger, a stock sale, an asset sale (or otherwise) and that any entity that assumes or is assigned this Agreement will be able to enforce this Agreement and all its terms, conditions and restrictive covenants. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors.

17.
Surviving Provisions . The rights and obligations of the Parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Employee’s employment hereunder or any settlement of the financial rights and obligations arising from Employee’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

18.
Amendment . No provision in this Agreement may be amended, modified or waived unless such amendment, modification or waiver is agreed to in writing and signed by both Company and Employee.

19.
Construction . The terms and conditions of this Agreement shall be construed as a whole according to their 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.

20.
Necessary Action . Each of the Parties shall do any act or thing and execute any or all documents or instruments necessary or proper to effectuate the provisions of this Agreement.

21.
Time of the Essence . Time is of the essence of this Agreement and all of its terms, provisions, conditions and covenants.

22.
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 such waiver may occur unless in a writing signed by the Party sought to be charged. No waiver of any right, remedy, power or privilege with respect to any particular occurrence shall be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

23.
Partial Invalidity . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever:



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(a)
The validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any terms other than the provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby unless such invalidity, illegality or unenforceability would vitiate the intent of the Parties with respect to any such section or the Agreement as a whole; and

(b)
To the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any terms other than the provisions in the section of this Agreement 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.

24.
Notices . All notices, consents, or other communications required, permitted or provided for hereunder, including without limitation notices of Default, or termination of this Agreement shall be deemed given (a) on the date when hand-delivered; (b) on the date when forwarded by facsimile transmission provided that electronic confirmation of receipt is obtained and retained; (c) upon the date set forth on a receipt for certified mail that is returned to the Party giving notice by the United States Postal Service; or (d) on the next day after delivery to a recognized overnight delivery service for next day delivery. All notices shall be addressed to the Parties at their addresses set forth below or to such other addresses as either Party may designate in writing to the other Party from time to time:

 
As to Company:
 
Marina Bay Sands Pte Ltd
 
 
 
10 Bayfront Avenue
 
 
 
Singapore 018956
 
 
 
Attn: General Counsel
 
 
 
Fax: +65 [ ]
 
 
 
 
 
With a copy to:
 
Las Vegas Sands Corp.
 
 
 
3355 Las Vegas Boulevard South
 
 
 
Las Vegas, Nevada 89109
 
 
 
Attn: Office of the General Counsel/President and Chief
Operating Officer
 
 
 
 
 
Fax: (702) 733-5088/(702) 733 5499
 
 
 
 
 
As to Employee:
 
At the Address Currently on Record with the Company.


25.
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 thereof.

26.
Section 409A . For purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), each of the payments that may be made under this Agreement are designated as


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separate payments. 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 interpreted and applied in a manner that is consistent with the requirements of Section 409A. 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. Notwithstanding the foregoing, except as otherwise provided herein, Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for Employee’s account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Employee (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in this Agreement to the contrary, in the event that Employee is deemed to be a “specified employee” within the meaning of Section 409(a)(2)(B)(i), no payments that are “deferred compensation” subject to Section 409A that are made by reason of Employee’s “separation from service” within the meaning of Section 409A shall be made to Employee prior to the date that is six months after the date of Employee’s “separation from service” or, if earlier, Employee’s date of death. Immediately following any applicable six-month delay, all such delayed payments will be paid in a single lump sum. 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 coverage described in Section 8.1(c) may not be exempt from U.S. federal income tax, Employee shall in advance pay to the Company an amount equal to the stated taxable cost of such coverage for six months. At the end of such six-month period, Employee shall be entitled to receive from the Company a reimbursement of the amounts paid by Employee for such coverage. To the extent that any reimbursements pursuant to this Agreement are taxable to Employee, any such reimbursement payment due to Employee shall be paid to Employee as promptly as practicable, and in all events on or before the last day of Employee’s 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 Employee receives in one taxable year shall not affect the amount of such benefits or reimbursements that Employee receives in any other taxable year. Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for Employee’s benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by Employee to the Company.

27.
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.

27.
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 had signed the same signature page and a signature page delivered by telecopier shall be as effective as if an original copy had been delivered.



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IN WITNESS WHEREOF, the Parties hereto have signed this Agreement to be effective as of the Effective Date set forth above:



EMPLOYEE:

GEORGE TANASIJEVICH
 
COMPANY:

MARINA BAY SANDS PTE LTD
/s/ George Tanasijevich
 
By:
/s/ Michael Leven
     George Tanasijevich
 
Name:
Title:
 
Date:
         28 Dec 11
 
Date:
      1/11/12











Employment Agreement
19
Employee Initials: /s/GT


EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 4, 2017
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Patrick Dumont, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 4, 2017
By:
 
/s/ Patrick Dumont
 
 
 
 
Patrick Dumont
Chief Financial Officer




EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 , as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 4, 2017
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 , as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 4, 2017
By:
 
/s/ Patrick Dumont
 
 
 
 
Patrick Dumont
Chief Financial Officer