☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
27-0099920
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock ($0.001 par value)
|
LVS
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
☒
|
|
Accelerated Filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated Filer
|
|
☐
|
|
Smaller Reporting Company
|
|
☐
|
|
|
|
|
|
|
|
Emerging Growth Company
|
|
☐
|
|
|
|
|
Class
|
|
Outstanding at July 22, 2019
|
Common Stock ($0.001 par value)
|
|
769,788,544 shares
|
|
|
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In millions, except par value)
(Unaudited)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,017
|
|
|
$
|
4,648
|
|
Restricted cash and cash equivalents
|
14
|
|
|
13
|
|
||
Accounts receivable, net
|
767
|
|
|
726
|
|
||
Inventories
|
33
|
|
|
35
|
|
||
Prepaid expenses and other
|
126
|
|
|
144
|
|
||
Total current assets
|
4,957
|
|
|
5,566
|
|
||
Property and equipment, net
|
14,591
|
|
|
15,154
|
|
||
Deferred income taxes, net
|
301
|
|
|
368
|
|
||
Leasehold interests in land, net
|
2,288
|
|
|
1,198
|
|
||
Intangible assets, net
|
51
|
|
|
72
|
|
||
Other assets, net
|
406
|
|
|
189
|
|
||
Total assets
|
$
|
22,594
|
|
|
$
|
22,547
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
138
|
|
|
$
|
178
|
|
Construction payables
|
240
|
|
|
189
|
|
||
Other accrued liabilities
|
2,278
|
|
|
2,435
|
|
||
Income taxes payable
|
259
|
|
|
244
|
|
||
Current maturities of long-term debt
|
116
|
|
|
111
|
|
||
Total current liabilities
|
3,031
|
|
|
3,157
|
|
||
Other long-term liabilities
|
494
|
|
|
179
|
|
||
Deferred income taxes
|
180
|
|
|
191
|
|
||
Deferred amounts related to mall sale transactions
|
398
|
|
|
401
|
|
||
Long-term debt
|
11,909
|
|
|
11,874
|
|
||
Total liabilities
|
16,012
|
|
|
15,802
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 1,000 shares authorized, 832 shares issued, 770 and 775 shares outstanding
|
1
|
|
|
1
|
|
||
Treasury stock, at cost, 62 and 57 shares
|
(4,081
|
)
|
|
(3,727
|
)
|
||
Capital in excess of par value
|
6,541
|
|
|
6,680
|
|
||
Accumulated other comprehensive loss
|
(19
|
)
|
|
(40
|
)
|
||
Retained earnings
|
3,118
|
|
|
2,770
|
|
||
Total Las Vegas Sands Corp. stockholders' equity
|
5,560
|
|
|
5,684
|
|
||
Noncontrolling interests
|
1,022
|
|
|
1,061
|
|
||
Total equity
|
6,582
|
|
|
6,745
|
|
||
Total liabilities and equity
|
$
|
22,594
|
|
|
$
|
22,547
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions, except per share data)
(Unaudited)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Casino
|
$
|
2,361
|
|
|
$
|
2,346
|
|
|
$
|
5,022
|
|
|
$
|
4,945
|
|
Rooms
|
429
|
|
|
418
|
|
|
879
|
|
|
863
|
|
||||
Food and beverage
|
224
|
|
|
219
|
|
|
456
|
|
|
447
|
|
||||
Mall
|
166
|
|
|
164
|
|
|
326
|
|
|
320
|
|
||||
Convention, retail and other
|
154
|
|
|
156
|
|
|
297
|
|
|
307
|
|
||||
Net revenues
|
3,334
|
|
|
3,303
|
|
|
6,980
|
|
|
6,882
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Casino
|
1,309
|
|
|
1,331
|
|
|
2,748
|
|
|
2,702
|
|
||||
Rooms
|
113
|
|
|
111
|
|
|
223
|
|
|
221
|
|
||||
Food and beverage
|
174
|
|
|
168
|
|
|
352
|
|
|
340
|
|
||||
Mall
|
18
|
|
|
18
|
|
|
35
|
|
|
35
|
|
||||
Convention, retail and other
|
75
|
|
|
78
|
|
|
155
|
|
|
162
|
|
||||
Provision for (recovery of) doubtful accounts
|
7
|
|
|
7
|
|
|
11
|
|
|
(9
|
)
|
||||
General and administrative
|
376
|
|
|
368
|
|
|
745
|
|
|
713
|
|
||||
Corporate
|
51
|
|
|
33
|
|
|
203
|
|
|
89
|
|
||||
Pre-opening
|
10
|
|
|
2
|
|
|
14
|
|
|
3
|
|
||||
Development
|
4
|
|
|
2
|
|
|
9
|
|
|
5
|
|
||||
Depreciation and amortization
|
289
|
|
|
274
|
|
|
590
|
|
|
538
|
|
||||
Amortization of leasehold interests in land
|
14
|
|
|
9
|
|
|
23
|
|
|
18
|
|
||||
Loss on disposal or impairment of assets
|
—
|
|
|
105
|
|
|
7
|
|
|
110
|
|
||||
|
2,440
|
|
|
2,506
|
|
|
5,115
|
|
|
4,927
|
|
||||
Operating income
|
894
|
|
|
797
|
|
|
1,865
|
|
|
1,955
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
17
|
|
|
9
|
|
|
37
|
|
|
14
|
|
||||
Interest expense, net of amounts capitalized
|
(143
|
)
|
|
(93
|
)
|
|
(284
|
)
|
|
(182
|
)
|
||||
Other income (expense)
|
20
|
|
|
44
|
|
|
(1
|
)
|
|
18
|
|
||||
Gain on sale of Sands Bethlehem
|
556
|
|
|
—
|
|
|
556
|
|
|
—
|
|
||||
Loss on modification or early retirement of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Income before income taxes
|
1,344
|
|
|
757
|
|
|
2,173
|
|
|
1,802
|
|
||||
Income tax (expense) benefit
|
(236
|
)
|
|
(81
|
)
|
|
(321
|
)
|
|
490
|
|
||||
Net income
|
1,108
|
|
|
676
|
|
|
1,852
|
|
|
2,292
|
|
||||
Net income attributable to noncontrolling interests
|
(154
|
)
|
|
(120
|
)
|
|
(316
|
)
|
|
(280
|
)
|
||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
954
|
|
|
$
|
556
|
|
|
$
|
1,536
|
|
|
$
|
2,012
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.24
|
|
|
$
|
0.70
|
|
|
$
|
1.99
|
|
|
$
|
2.55
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
0.70
|
|
|
$
|
1.98
|
|
|
$
|
2.55
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
772
|
|
|
789
|
|
|
773
|
|
|
789
|
|
||||
Diluted
|
772
|
|
|
790
|
|
|
774
|
|
|
790
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions)
(Unaudited)
|
||||||||||||||
Net income
|
$
|
1,108
|
|
|
$
|
676
|
|
|
$
|
1,852
|
|
|
$
|
2,292
|
|
Currency translation adjustment
|
17
|
|
|
(91
|
)
|
|
22
|
|
|
(63
|
)
|
||||
Total comprehensive income
|
1,125
|
|
|
585
|
|
|
1,874
|
|
|
2,229
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(158
|
)
|
|
(120
|
)
|
|
(317
|
)
|
|
(275
|
)
|
||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
967
|
|
|
$
|
465
|
|
|
$
|
1,557
|
|
|
$
|
1,954
|
|
|
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 March 31, 2018
|
$
|
1
|
|
|
$
|
(2,893
|
)
|
|
$
|
6,636
|
|
|
$
|
47
|
|
|
$
|
3,572
|
|
|
$
|
994
|
|
|
$
|
8,357
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|
120
|
|
|
676
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||||||
Exercise of stock options
|
—
|
|
|
(4
|
)
|
|
18
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
15
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||||
Dividends declared ($0.75 per share) (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(590
|
)
|
|
(312
|
)
|
|
(902
|
)
|
|||||||
Balance at June 30, 2018
|
$
|
1
|
|
|
$
|
(2,997
|
)
|
|
$
|
6,660
|
|
|
$
|
(44
|
)
|
|
$
|
3,538
|
|
|
$
|
804
|
|
|
$
|
7,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2018
|
$
|
1
|
|
|
$
|
(2,818
|
)
|
|
$
|
6,580
|
|
|
$
|
14
|
|
|
$
|
2,709
|
|
|
$
|
1,141
|
|
|
$
|
7,627
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,012
|
|
|
280
|
|
|
2,292
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(5
|
)
|
|
(63
|
)
|
|||||||
Exercise of stock options
|
—
|
|
|
(4
|
)
|
|
66
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
69
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
16
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|||||||
Dividends declared ($1.50 per share) (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,183
|
)
|
|
(621
|
)
|
|
(1,804
|
)
|
|||||||
Balance at June 30, 2018
|
$
|
1
|
|
|
$
|
(2,997
|
)
|
|
$
|
6,660
|
|
|
$
|
(44
|
)
|
|
$
|
3,538
|
|
|
$
|
804
|
|
|
$
|
7,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at March 31, 2019
|
$
|
1
|
|
|
$
|
(3,901
|
)
|
|
$
|
6,700
|
|
|
$
|
(32
|
)
|
|
$
|
2,757
|
|
|
$
|
915
|
|
|
$
|
6,440
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
954
|
|
|
154
|
|
|
1,108
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|
17
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
25
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
9
|
|
|||||||
Disposition of interest in majority-owned subsidiary
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
266
|
|
|
81
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||||
Dividends declared ($0.77 per share) and non-controlling interest payments (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(593
|
)
|
|
(325
|
)
|
|
(918
|
)
|
|||||||
Balance at June 30, 2019
|
$
|
1
|
|
|
$
|
(4,081
|
)
|
|
$
|
6,541
|
|
|
$
|
(19
|
)
|
|
$
|
3,118
|
|
|
$
|
1,022
|
|
|
$
|
6,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2019
|
$
|
1
|
|
|
$
|
(3,727
|
)
|
|
$
|
6,680
|
|
|
$
|
(40
|
)
|
|
$
|
2,770
|
|
|
$
|
1,061
|
|
|
$
|
6,745
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,536
|
|
|
316
|
|
|
1,852
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
1
|
|
|
22
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
39
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
18
|
|
|||||||
Disposition of interest in majority-owned subsidiary
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
266
|
|
|
81
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
|||||||
Dividends declared ($1.54 per share) and non-controlling interest payments (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,188
|
)
|
|
(633
|
)
|
|
(1,821
|
)
|
|||||||
Balance at June 30, 2019
|
$
|
1
|
|
|
$
|
(4,081
|
)
|
|
$
|
6,541
|
|
|
$
|
(19
|
)
|
|
$
|
3,118
|
|
|
$
|
1,022
|
|
|
$
|
6,582
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,852
|
|
|
$
|
2,292
|
|
Adjustments to reconcile net income to net cash generated from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
590
|
|
|
538
|
|
||
Amortization of leasehold interests in land
|
23
|
|
|
18
|
|
||
Amortization of deferred financing costs and original issue discount
|
15
|
|
|
20
|
|
||
Amortization of deferred gain on mall sale transactions
|
(2
|
)
|
|
(2
|
)
|
||
Loss on modification or early retirement of debt
|
—
|
|
|
3
|
|
||
Loss on disposal or impairment of assets
|
5
|
|
|
110
|
|
||
Gain on sale of Sands Bethlehem
|
(556
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
18
|
|
|
15
|
|
||
Provision for (recovery of) doubtful accounts
|
11
|
|
|
(9
|
)
|
||
Foreign exchange gain
|
(2
|
)
|
|
(36
|
)
|
||
Deferred income taxes
|
135
|
|
|
(646
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(57
|
)
|
|
66
|
|
||
Other assets
|
3
|
|
|
5
|
|
||
Leasehold interests in land
|
(969
|
)
|
|
(15
|
)
|
||
Accounts payable
|
(36
|
)
|
|
(16
|
)
|
||
Other liabilities
|
(134
|
)
|
|
161
|
|
||
Net cash generated from operating activities
|
896
|
|
|
2,504
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Net proceeds from sale of Sands Bethlehem
|
1,160
|
|
|
—
|
|
||
Capital expenditures
|
(453
|
)
|
|
(416
|
)
|
||
Proceeds from disposal of property and equipment
|
1
|
|
|
10
|
|
||
Acquisition of intangible assets
|
(53
|
)
|
|
—
|
|
||
Net cash generated from (used in) investing activities
|
655
|
|
|
(406
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
39
|
|
|
70
|
|
||
Repurchase of common stock
|
(354
|
)
|
|
(175
|
)
|
||
Dividends paid and non-controlling interest payments
|
(1,821
|
)
|
|
(1,804
|
)
|
||
Proceeds from long-term debt (Note 2)
|
—
|
|
|
2,093
|
|
||
Repayments of long-term debt (Note 2)
|
(51
|
)
|
|
(313
|
)
|
||
Payments of financing costs
|
—
|
|
|
(39
|
)
|
||
Net cash used in financing activities
|
(2,187
|
)
|
|
(168
|
)
|
||
Effect of exchange rate on cash, cash equivalents and restricted cash
|
6
|
|
|
2
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(630
|
)
|
|
1,932
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
4,661
|
|
|
2,430
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
4,031
|
|
|
$
|
4,362
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
262
|
|
|
$
|
155
|
|
Cash payments for taxes, net of refunds
|
$
|
132
|
|
|
$
|
135
|
|
Change in construction payables
|
$
|
51
|
|
|
$
|
40
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(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 $19 and $21, respectively)
|
$
|
3,448
|
|
|
$
|
3,464
|
|
HVAC Equipment Lease
|
11
|
|
|
12
|
|
||
Macao Related(1):
|
|
|
|
||||
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $12 and $14, respectively, and a positive cumulative fair value adjustment of $17 and $5, respectively)
|
1,805
|
|
|
1,791
|
|
||
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $14 and $16, respectively, and a positive cumulative fair value adjustment of $17 and $5, respectively)
|
1,803
|
|
|
1,789
|
|
||
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $20 and $21, respectively, and a positive cumulative fair value adjustment of $18 and $5, respectively)
|
1,898
|
|
|
1,884
|
|
||
Other
|
17
|
|
|
4
|
|
||
Singapore Related(1):
|
|
|
|
||||
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $39 and $43, respectively)
|
3,043
|
|
|
3,041
|
|
||
|
12,025
|
|
|
11,985
|
|
||
Less — current maturities
|
(116
|
)
|
|
(111
|
)
|
||
Total long-term debt
|
$
|
11,909
|
|
|
$
|
11,874
|
|
(1)
|
Unamortized deferred financing costs of $42 million and $47 million as of June 30, 2019 and December 31, 2018, respectively, related to the Company's revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||||||
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
|
772
|
|
|
789
|
|
|
773
|
|
|
789
|
|
Potential dilution from stock options and restricted stock and stock units
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
|
772
|
|
|
790
|
|
|
774
|
|
|
790
|
|
Antidilutive stock options excluded from the calculation of diluted earnings per share
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
Casino
|
|
Rooms
|
|
Food and Beverage
|
|
Mall
|
|
Convention, Retail and Other
|
|
Net Revenues
|
||||||||||||
Three Months Ended June 30, 2019
|
(In millions)
|
||||||||||||||||||||||
Macao:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Venetian Macao
|
$
|
698
|
|
|
$
|
53
|
|
|
$
|
17
|
|
|
$
|
62
|
|
|
$
|
24
|
|
|
$
|
854
|
|
Sands Cotai Central
|
358
|
|
|
77
|
|
|
24
|
|
|
16
|
|
|
8
|
|
|
483
|
|
||||||
The Parisian Macao
|
343
|
|
|
32
|
|
|
17
|
|
|
15
|
|
|
7
|
|
|
414
|
|
||||||
The Plaza Macao and Four Seasons Hotel Macao
|
162
|
|
|
10
|
|
|
7
|
|
|
31
|
|
|
1
|
|
|
211
|
|
||||||
Sands Macao
|
141
|
|
|
5
|
|
|
7
|
|
|
1
|
|
|
1
|
|
|
155
|
|
||||||
Ferry Operations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
|
1,702
|
|
|
177
|
|
|
72
|
|
|
125
|
|
|
71
|
|
|
2,147
|
|
||||||
Marina Bay Sands
|
468
|
|
|
93
|
|
|
58
|
|
|
42
|
|
|
27
|
|
|
688
|
|
||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Las Vegas Operating Properties
|
112
|
|
|
156
|
|
|
90
|
|
|
—
|
|
|
108
|
|
|
466
|
|
||||||
Sands Bethlehem(1)
|
79
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
90
|
|
||||||
|
191
|
|
|
159
|
|
|
94
|
|
|
—
|
|
|
112
|
|
|
556
|
|
||||||
Intercompany eliminations(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(56
|
)
|
|
(57
|
)
|
||||||
Total net revenues
|
$
|
2,361
|
|
|
$
|
429
|
|
|
$
|
224
|
|
|
$
|
166
|
|
|
$
|
154
|
|
|
$
|
3,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
Rooms
|
|
Food and Beverage
|
|
Mall
|
|
Convention, Retail and Other
|
|
Net Revenues
|
||||||||||||
Three Months Ended June 30, 2018
|
|
||||||||||||||||||||||
Macao:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Venetian Macao
|
$
|
677
|
|
|
$
|
52
|
|
|
$
|
18
|
|
|
$
|
56
|
|
|
$
|
27
|
|
|
$
|
830
|
|
Sands Cotai Central
|
386
|
|
|
78
|
|
|
23
|
|
|
15
|
|
|
7
|
|
|
509
|
|
||||||
The Parisian Macao
|
308
|
|
|
28
|
|
|
16
|
|
|
15
|
|
|
4
|
|
|
371
|
|
||||||
The Plaza Macao and Four Seasons Hotel Macao
|
136
|
|
|
10
|
|
|
7
|
|
|
33
|
|
|
—
|
|
|
186
|
|
||||||
Sands Macao
|
166
|
|
|
4
|
|
|
7
|
|
|
2
|
|
|
1
|
|
|
180
|
|
||||||
Ferry Operations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
||||||
|
1,673
|
|
|
172
|
|
|
71
|
|
|
121
|
|
|
81
|
|
|
2,118
|
|
||||||
Marina Bay Sands
|
494
|
|
|
93
|
|
|
51
|
|
|
42
|
|
|
25
|
|
|
705
|
|
||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Las Vegas Operating Properties
|
60
|
|
|
149
|
|
|
91
|
|
|
—
|
|
|
102
|
|
|
402
|
|
||||||
Sands Bethlehem(1)
|
119
|
|
|
4
|
|
|
6
|
|
|
1
|
|
|
6
|
|
|
136
|
|
||||||
|
179
|
|
|
153
|
|
|
97
|
|
|
1
|
|
|
108
|
|
|
538
|
|
||||||
Intercompany eliminations(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||
Total net revenues
|
$
|
2,346
|
|
|
$
|
418
|
|
|
$
|
219
|
|
|
$
|
164
|
|
|
$
|
156
|
|
|
$
|
3,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30, 2019
|
|
||||||||||||||||||||||
Macao:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Venetian Macao
|
$
|
1,438
|
|
|
$
|
110
|
|
|
$
|
39
|
|
|
$
|
118
|
|
|
$
|
46
|
|
|
$
|
1,751
|
|
Sands Cotai Central
|
803
|
|
|
161
|
|
|
50
|
|
|
32
|
|
|
14
|
|
|
1,060
|
|
||||||
The Parisian Macao
|
730
|
|
|
64
|
|
|
35
|
|
|
27
|
|
|
12
|
|
|
868
|
|
||||||
The Plaza Macao and Four Seasons Hotel Macao
|
335
|
|
|
20
|
|
|
16
|
|
|
62
|
|
|
2
|
|
|
435
|
|
||||||
Sands Macao
|
280
|
|
|
9
|
|
|
14
|
|
|
2
|
|
|
2
|
|
|
307
|
|
||||||
Ferry Operations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||||
|
3,586
|
|
|
364
|
|
|
154
|
|
|
241
|
|
|
136
|
|
|
4,481
|
|
||||||
Marina Bay Sands
|
1,012
|
|
|
195
|
|
|
111
|
|
|
85
|
|
|
52
|
|
|
1,455
|
|
||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Las Vegas Operating Properties
|
225
|
|
|
313
|
|
|
180
|
|
|
—
|
|
|
219
|
|
|
937
|
|
||||||
Sands Bethlehem(1)
|
199
|
|
|
7
|
|
|
11
|
|
|
1
|
|
|
9
|
|
|
227
|
|
||||||
|
424
|
|
|
320
|
|
|
191
|
|
|
1
|
|
|
228
|
|
|
1,164
|
|
||||||
Intercompany eliminations(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(119
|
)
|
|
(120
|
)
|
||||||
Total net revenues
|
$
|
5,022
|
|
|
$
|
879
|
|
|
$
|
456
|
|
|
$
|
326
|
|
|
$
|
297
|
|
|
$
|
6,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
Rooms
|
|
Food and Beverage
|
|
Mall
|
|
Convention, Retail and Other
|
|
Net Revenues
|
||||||||||||
Six Months Ended June 30, 2018
|
|
||||||||||||||||||||||
Macao:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Venetian Macao
|
$
|
1,393
|
|
|
$
|
109
|
|
|
$
|
41
|
|
|
$
|
109
|
|
|
$
|
46
|
|
|
$
|
1,698
|
|
Sands Cotai Central
|
804
|
|
|
160
|
|
|
52
|
|
|
29
|
|
|
13
|
|
|
1,058
|
|
||||||
The Parisian Macao
|
599
|
|
|
61
|
|
|
31
|
|
|
30
|
|
|
9
|
|
|
730
|
|
||||||
The Plaza Macao and Four Seasons Hotel Macao
|
278
|
|
|
19
|
|
|
15
|
|
|
64
|
|
|
1
|
|
|
377
|
|
||||||
Sands Macao
|
308
|
|
|
8
|
|
|
14
|
|
|
2
|
|
|
2
|
|
|
334
|
|
||||||
Ferry Operations and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
81
|
|
||||||
|
3,382
|
|
|
357
|
|
|
153
|
|
|
234
|
|
|
152
|
|
|
4,278
|
|
||||||
Marina Bay Sands
|
1,146
|
|
|
193
|
|
|
103
|
|
|
84
|
|
|
51
|
|
|
1,577
|
|
||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Las Vegas Operating Properties
|
180
|
|
|
305
|
|
|
179
|
|
|
—
|
|
|
215
|
|
|
879
|
|
||||||
Sands Bethlehem(1)
|
237
|
|
|
8
|
|
|
12
|
|
|
2
|
|
|
11
|
|
|
270
|
|
||||||
|
417
|
|
|
313
|
|
|
191
|
|
|
2
|
|
|
226
|
|
|
1,149
|
|
||||||
Intercompany eliminations(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(122
|
)
|
||||||
Total net revenues
|
$
|
4,945
|
|
|
$
|
863
|
|
|
$
|
447
|
|
|
$
|
320
|
|
|
$
|
307
|
|
|
$
|
6,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company completed the sale of Sands Bethlehem on May 31, 2019 (see "Note 1 — Organization and Business of Company"). Results of operations include Sands Bethlehem through May 30, 2019.
|
(2)
|
Intercompany eliminations include royalties and other intercompany services.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions)
|
||||||||||||||
Intersegment Revenues
|
|
|
|
|
|
|
|
||||||||
Macao:
|
|
|
|
|
|
|
|
||||||||
The Venetian Macao
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Ferry Operations and Other
|
7
|
|
|
6
|
|
|
13
|
|
|
12
|
|
||||
|
8
|
|
|
7
|
|
|
15
|
|
|
14
|
|
||||
Marina Bay Sands
|
1
|
|
|
3
|
|
|
2
|
|
|
5
|
|
||||
Las Vegas Operating Properties(1)
|
48
|
|
|
48
|
|
|
103
|
|
|
103
|
|
||||
Total intersegment revenues
|
$
|
57
|
|
|
$
|
58
|
|
|
$
|
120
|
|
|
$
|
122
|
|
(1)
|
Primarily consists of royalties from the Company's international operations.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions)
|
||||||||||||||
Adjusted Property EBITDA
|
|
|
|
|
|
|
|
||||||||
Macao:
|
|
|
|
|
|
|
|
||||||||
The Venetian Macao
|
$
|
336
|
|
|
$
|
331
|
|
|
$
|
697
|
|
|
$
|
679
|
|
Sands Cotai Central
|
165
|
|
|
176
|
|
|
377
|
|
|
377
|
|
||||
The Parisian Macao
|
139
|
|
|
114
|
|
|
302
|
|
|
230
|
|
||||
The Plaza Macao and Four Seasons Hotel Macao
|
83
|
|
|
72
|
|
|
168
|
|
|
145
|
|
||||
Sands Macao
|
43
|
|
|
52
|
|
|
83
|
|
|
99
|
|
||||
Ferry Operations and Other
|
(1
|
)
|
|
5
|
|
|
(4
|
)
|
|
9
|
|
||||
|
765
|
|
|
750
|
|
|
1,623
|
|
|
1,539
|
|
||||
Marina Bay Sands
|
346
|
|
|
368
|
|
|
769
|
|
|
909
|
|
||||
United States:
|
|
|
|
|
|
|
|
||||||||
Las Vegas Operating Properties
|
136
|
|
|
77
|
|
|
274
|
|
|
218
|
|
||||
Sands Bethlehem(1)
|
19
|
|
|
30
|
|
|
52
|
|
|
59
|
|
||||
|
155
|
|
|
107
|
|
|
326
|
|
|
277
|
|
||||
Consolidated adjusted property EBITDA(2)
|
1,266
|
|
|
1,225
|
|
|
2,718
|
|
|
2,725
|
|
||||
Other Operating Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation(3)
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Corporate
|
(51
|
)
|
|
(33
|
)
|
|
(203
|
)
|
|
(89
|
)
|
||||
Pre-opening
|
(10
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(3
|
)
|
||||
Development
|
(4
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
(5
|
)
|
||||
Depreciation and amortization
|
(289
|
)
|
|
(274
|
)
|
|
(590
|
)
|
|
(538
|
)
|
||||
Amortization of leasehold interests in land
|
(14
|
)
|
|
(9
|
)
|
|
(23
|
)
|
|
(18
|
)
|
||||
Loss on disposal or impairment of assets
|
—
|
|
|
(105
|
)
|
|
(7
|
)
|
|
(110
|
)
|
||||
Operating income
|
894
|
|
|
797
|
|
|
1,865
|
|
|
1,955
|
|
||||
Other Non-Operating Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Interest income
|
17
|
|
|
9
|
|
|
37
|
|
|
14
|
|
||||
Interest expense, net of amounts capitalized
|
(143
|
)
|
|
(93
|
)
|
|
(284
|
)
|
|
(182
|
)
|
||||
Other income (expense)
|
20
|
|
|
44
|
|
|
(1
|
)
|
|
18
|
|
||||
Gain on sale of Sands Bethlehem
|
556
|
|
|
—
|
|
|
556
|
|
|
—
|
|
||||
Loss on modification or early retirement of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Income tax (expense) benefit
|
(236
|
)
|
|
(81
|
)
|
|
(321
|
)
|
|
490
|
|
||||
Net income
|
$
|
1,108
|
|
|
$
|
676
|
|
|
$
|
1,852
|
|
|
$
|
2,292
|
|
(1)
|
The Company completed the sale of Sands Bethlehem on May 31, 2019 (see "Note 1 — Organization and Business of Company"). Results of operations include Sands Bethlehem through May 30, 2019.
|
(2)
|
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
|
(3)
|
During the three months ended June 30, 2019 and 2018, the Company recorded stock-based compensation expense of $9 million and $7 million, respectively, of which $5 million and $4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the six months ended June 30, 2019 and 2018, the Company recorded stock-based compensation expense of $18 million and $16 million, respectively, of which $11 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Capital Expenditures
|
|
|
|
||||
Corporate and Other
|
$
|
49
|
|
|
$
|
54
|
|
Macao:
|
|
|
|
||||
The Venetian Macao
|
38
|
|
|
69
|
|
||
Sands Cotai Central
|
109
|
|
|
53
|
|
||
The Parisian Macao
|
14
|
|
|
68
|
|
||
The Plaza Macao and Four Seasons Hotel Macao
|
60
|
|
|
22
|
|
||
Sands Macao
|
6
|
|
|
8
|
|
||
|
227
|
|
|
220
|
|
||
Marina Bay Sands
|
98
|
|
|
72
|
|
||
United States:
|
|
|
|
||||
Las Vegas Operating Properties
|
77
|
|
|
58
|
|
||
Sands Bethlehem(1)
|
2
|
|
|
12
|
|
||
|
79
|
|
|
70
|
|
||
Total capital expenditures
|
$
|
453
|
|
|
$
|
416
|
|
(1)
|
The Company completed the sale of Sands Bethlehem on May 31, 2019 (see "Note 1 — Organization and Business of Company"). Capital expenditures for Sands Bethlehem are through May 30, 2019.
|
Leases
|
|
Classification on the Balance Sheet
|
|
June 30,
2019 |
||
|
|
|
|
(In millions)
|
||
Assets
|
|
|
|
|
||
Operating lease ROU assets
|
|
Other assets, net
|
|
$
|
190
|
|
Finance lease ROU assets
|
|
Property and equipment, net(1)
|
|
$
|
28
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Other accrued liabilities
|
|
$
|
26
|
|
Finance
|
|
Current maturities of long-term debt
|
|
$
|
17
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Other long-term liabilities
|
|
$
|
302
|
|
Finance
|
|
Long-term debt
|
|
$
|
11
|
|
(1)
|
Finance lease ROU assets are recorded net of accumulated depreciation of $18 million as of June 30, 2019.
|
(1)
|
Upon adoption of the new lease standard, discount rates used for existing operating leases were established on January 1, 2019.
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In millions)
|
||||||
Operating lease cost:
|
|
|
|
||||
Amortization of leasehold interests in land
|
$
|
14
|
|
|
$
|
23
|
|
Operating lease cost
|
8
|
|
|
15
|
|
||
Short-term lease cost
|
7
|
|
|
10
|
|
||
Variable lease cost
|
1
|
|
|
2
|
|
||
Finance lease cost:
|
|
|
|
||||
Amortization of ROU assets
|
1
|
|
|
2
|
|
||
Total lease cost
|
$
|
31
|
|
|
$
|
52
|
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In millions)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows for operating leases
|
$
|
12
|
|
|
$
|
19
|
|
Financing cash flows for finance leases
|
$
|
1
|
|
|
$
|
2
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
(In millions)
|
||||||
Year ending December 31,
|
|
|
|
||||
2019 (excluding the six months ended June 30, 2019)
|
$
|
17
|
|
|
$
|
14
|
|
2020
|
28
|
|
|
7
|
|
||
2021
|
25
|
|
|
6
|
|
||
2022
|
24
|
|
|
2
|
|
||
2023
|
24
|
|
|
—
|
|
||
Thereafter
|
558
|
|
|
—
|
|
||
Total future minimum lease payments
|
676
|
|
|
29
|
|
||
Less — amount representing interest
|
(348
|
)
|
|
(1
|
)
|
||
Present value of future minimum lease payments
|
328
|
|
|
28
|
|
||
Less — current lease obligations
|
(26
|
)
|
|
(17
|
)
|
||
Long-term lease obligations
|
$
|
302
|
|
|
$
|
11
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||||||||||
|
Mall
|
|
Other
|
|
Mall
|
|
Other
|
||||||||
|
(In millions)
|
|
|
|
|
||||||||||
Minimum rents
|
$
|
130
|
|
|
$
|
3
|
|
|
$
|
258
|
|
|
$
|
7
|
|
Overage rents
|
12
|
|
|
—
|
|
|
19
|
|
|
1
|
|
||||
|
$
|
142
|
|
|
$
|
3
|
|
|
$
|
277
|
|
|
$
|
8
|
|
|
Mall
|
|
Other
|
||||
|
(In millions)
|
||||||
Year ending December 31,
|
|
|
|
||||
2019 (excluding the six months ended June 30, 2019)
|
$
|
243
|
|
|
$
|
8
|
|
2020
|
417
|
|
|
9
|
|
||
2021
|
320
|
|
|
9
|
|
||
2022
|
227
|
|
|
5
|
|
||
2023
|
107
|
|
|
4
|
|
||
Thereafter
|
153
|
|
|
8
|
|
||
Total minimum future rentals
|
$
|
1,467
|
|
|
$
|
43
|
|
|
June 30,
2019 |
||
|
(In millions)
|
||
Property and equipment, at cost
|
$
|
1,309
|
|
Accumulated depreciation
|
(494
|
)
|
|
Property and equipment, net
|
$
|
815
|
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
2,361
|
|
|
$
|
2,346
|
|
|
0.6
|
%
|
Rooms
|
429
|
|
|
418
|
|
|
2.6
|
%
|
||
Food and beverage
|
224
|
|
|
219
|
|
|
2.3
|
%
|
||
Mall
|
166
|
|
|
164
|
|
|
1.2
|
%
|
||
Convention, retail and other
|
154
|
|
|
156
|
|
|
(1.3
|
)%
|
||
Total net revenues
|
$
|
3,334
|
|
|
$
|
3,303
|
|
|
0.9
|
%
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
698
|
|
|
$
|
677
|
|
|
3.1
|
%
|
Non-Rolling Chip drop
|
$
|
2,346
|
|
|
$
|
2,245
|
|
|
4.5
|
%
|
Non-Rolling Chip win percentage
|
24.7
|
%
|
|
25.1
|
%
|
|
(0.4
|
)pts
|
||
Rolling Chip volume
|
$
|
6,444
|
|
|
$
|
7,464
|
|
|
(13.7
|
)%
|
Rolling Chip win percentage
|
3.53
|
%
|
|
3.10
|
%
|
|
0.43
|
pts
|
||
Slot handle
|
$
|
1,021
|
|
|
$
|
819
|
|
|
24.7
|
%
|
Slot hold percentage
|
4.4
|
%
|
|
4.5
|
%
|
|
(0.1
|
)pts
|
||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
358
|
|
|
$
|
386
|
|
|
(7.3
|
)%
|
Non-Rolling Chip drop
|
$
|
1,627
|
|
|
$
|
1,635
|
|
|
(0.5
|
)%
|
Non-Rolling Chip win percentage
|
21.7
|
%
|
|
21.0
|
%
|
|
0.7
|
pts
|
||
Rolling Chip volume
|
$
|
1,272
|
|
|
$
|
2,592
|
|
|
(50.9
|
)%
|
Rolling Chip win percentage
|
2.56
|
%
|
|
3.24
|
%
|
|
(0.68
|
)pts
|
||
Slot handle
|
$
|
1,014
|
|
|
$
|
1,236
|
|
|
(18.0
|
)%
|
Slot hold percentage
|
4.4
|
%
|
|
4.1
|
%
|
|
0.3
|
pts
|
||
The Parisian Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
343
|
|
|
$
|
308
|
|
|
11.4
|
%
|
Non-Rolling Chip drop
|
$
|
1,136
|
|
|
$
|
1,057
|
|
|
7.5
|
%
|
Non-Rolling Chip win percentage
|
22.9
|
%
|
|
19.6
|
%
|
|
3.3
|
pts
|
||
Rolling Chip volume
|
$
|
4,146
|
|
|
$
|
4,479
|
|
|
(7.4
|
)%
|
Rolling Chip win percentage
|
3.39
|
%
|
|
3.76
|
%
|
|
(0.37
|
)pts
|
||
Slot handle
|
$
|
1,016
|
|
|
$
|
1,173
|
|
|
(13.4
|
)%
|
Slot hold percentage
|
3.9
|
%
|
|
2.4
|
%
|
|
1.5
|
pts
|
||
The Plaza Macao and Four Seasons Hotel Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
162
|
|
|
$
|
136
|
|
|
19.1
|
%
|
Non-Rolling Chip drop
|
$
|
331
|
|
|
$
|
318
|
|
|
4.1
|
%
|
Non-Rolling Chip win percentage
|
23.5
|
%
|
|
27.0
|
%
|
|
(3.5
|
)pts
|
||
Rolling Chip volume
|
$
|
3,238
|
|
|
$
|
2,649
|
|
|
22.2
|
%
|
Rolling Chip win percentage
|
4.19
|
%
|
|
3.75
|
%
|
|
0.44
|
pts
|
||
Slot handle
|
$
|
132
|
|
|
$
|
135
|
|
|
(2.2
|
)%
|
Slot hold percentage
|
7.7
|
%
|
|
7.8
|
%
|
|
(0.1
|
)pts
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
141
|
|
|
$
|
166
|
|
|
(15.1
|
)%
|
Non-Rolling Chip drop
|
$
|
699
|
|
|
$
|
659
|
|
|
6.1
|
%
|
Non-Rolling Chip win percentage
|
17.3
|
%
|
|
18.6
|
%
|
|
(1.3
|
)pts
|
||
Rolling Chip volume
|
$
|
1,261
|
|
|
$
|
1,374
|
|
|
(8.2
|
)%
|
Rolling Chip win percentage
|
1.90
|
%
|
|
4.48
|
%
|
|
(2.58
|
)pts
|
||
Slot handle
|
$
|
691
|
|
|
$
|
641
|
|
|
7.8
|
%
|
Slot hold percentage
|
3.1
|
%
|
|
3.3
|
%
|
|
(0.2
|
)pts
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
468
|
|
|
$
|
494
|
|
|
(5.3
|
)%
|
Non-Rolling Chip drop
|
$
|
1,201
|
|
|
$
|
1,337
|
|
|
(10.2
|
)%
|
Non-Rolling Chip win percentage
|
22.0
|
%
|
|
20.5
|
%
|
|
1.5
|
pts
|
||
Rolling Chip volume
|
$
|
7,195
|
|
|
$
|
5,870
|
|
|
22.6
|
%
|
Rolling Chip win percentage
|
2.49
|
%
|
|
2.84
|
%
|
|
(0.35
|
)pts
|
||
Slot handle
|
$
|
3,675
|
|
|
$
|
3,619
|
|
|
1.5
|
%
|
Slot hold percentage
|
4.4
|
%
|
|
4.6
|
%
|
|
(0.2
|
)pts
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
112
|
|
|
$
|
60
|
|
|
86.7
|
%
|
Table games drop
|
$
|
514
|
|
|
$
|
342
|
|
|
50.3
|
%
|
Table games win percentage
|
17.8
|
%
|
|
7.7
|
%
|
|
10.1
|
pts
|
||
Slot handle
|
$
|
712
|
|
|
$
|
683
|
|
|
4.2
|
%
|
Slot hold percentage
|
8.4
|
%
|
|
8.4
|
%
|
|
—
|
|
||
Sands Bethlehem(1)
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
79
|
|
|
$
|
119
|
|
|
(33.6
|
)%
|
Table games drop
|
$
|
179
|
|
|
$
|
290
|
|
|
(38.3
|
)%
|
Table games win percentage
|
20.2
|
%
|
|
17.7
|
%
|
|
2.5
|
pts
|
||
Slot handle
|
$
|
813
|
|
|
$
|
1,224
|
|
|
(33.6
|
)%
|
Slot hold percentage
|
6.3
|
%
|
|
6.5
|
%
|
|
(0.2
|
)pts
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Room revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
53
|
|
|
$
|
52
|
|
|
1.9
|
%
|
Occupancy rate
|
93.9
|
%
|
|
95.6
|
%
|
|
(1.7
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
221
|
|
|
$
|
217
|
|
|
1.8
|
%
|
Revenue per available room (RevPAR)
|
$
|
208
|
|
|
$
|
208
|
|
|
—
|
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
77
|
|
|
$
|
78
|
|
|
(1.3
|
)%
|
Occupancy rate
|
94.8
|
%
|
|
93.0
|
%
|
|
1.8
|
pts
|
||
Average daily room rate (ADR)
|
$
|
155
|
|
|
$
|
150
|
|
|
3.3
|
%
|
Revenue per available room (RevPAR)
|
$
|
147
|
|
|
$
|
140
|
|
|
5.0
|
%
|
The Parisian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
32
|
|
|
$
|
28
|
|
|
14.3
|
%
|
Occupancy rate
|
95.8
|
%
|
|
96.4
|
%
|
|
(0.6
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
157
|
|
|
$
|
149
|
|
|
5.4
|
%
|
Revenue per available room (RevPAR)
|
$
|
150
|
|
|
$
|
143
|
|
|
4.9
|
%
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Room revenues in millions)
|
|||||||||
The Plaza Macao and Four Seasons Hotel Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
10
|
|
|
$
|
10
|
|
|
—
|
|
Occupancy rate
|
89.9
|
%
|
|
86.8
|
%
|
|
3.1
|
pts
|
||
Average daily room rate (ADR)
|
$
|
335
|
|
|
$
|
310
|
|
|
8.1
|
%
|
Revenue per available room (RevPAR)
|
$
|
301
|
|
|
$
|
269
|
|
|
11.9
|
%
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
5
|
|
|
$
|
4
|
|
|
25.0
|
%
|
Occupancy rate
|
99.5
|
%
|
|
99.0
|
%
|
|
0.5
|
pts
|
||
Average daily room rate (ADR)
|
$
|
170
|
|
|
$
|
159
|
|
|
6.9
|
%
|
Revenue per available room (RevPAR)
|
$
|
169
|
|
|
$
|
158
|
|
|
7.0
|
%
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
93
|
|
|
$
|
93
|
|
|
—
|
|
Occupancy rate
|
97.2
|
%
|
|
96.9
|
%
|
|
0.3
|
pts
|
||
Average daily room rate (ADR)
|
$
|
420
|
|
|
$
|
418
|
|
|
0.5
|
%
|
Revenue per available room (RevPAR)
|
$
|
408
|
|
|
$
|
405
|
|
|
0.7
|
%
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
156
|
|
|
$
|
149
|
|
|
4.7
|
%
|
Occupancy rate
|
97.2
|
%
|
|
97.3
|
%
|
|
(0.1
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
251
|
|
|
$
|
241
|
|
|
4.1
|
%
|
Revenue per available room (RevPAR)
|
$
|
244
|
|
|
$
|
235
|
|
|
3.8
|
%
|
Sands Bethlehem(1)
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
3
|
|
|
$
|
4
|
|
|
(25.0
|
)%
|
Occupancy rate
|
93.2
|
%
|
|
94.4
|
%
|
|
(1.2
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
160
|
|
|
$
|
163
|
|
|
(1.8
|
)%
|
Revenue per available room (RevPAR)
|
$
|
149
|
|
|
$
|
154
|
|
|
(3.2
|
)%
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Mall revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
62
|
|
|
$
|
56
|
|
|
10.7
|
%
|
Mall gross leasable area (in square feet)
|
812,966
|
|
|
786,652
|
|
|
3.3
|
%
|
||
Occupancy
|
91.3
|
%
|
|
91.4
|
%
|
|
(0.1
|
)pts
|
||
Base rent per square foot
|
$
|
270
|
|
|
$
|
262
|
|
|
3.1
|
%
|
Tenant sales per square foot
|
$
|
1,688
|
|
|
$
|
1,656
|
|
|
1.9
|
%
|
Shoppes at Cotai Central(1)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
16
|
|
|
$
|
15
|
|
|
6.7
|
%
|
Mall gross leasable area (in square feet)
|
523,511
|
|
|
517,238
|
|
|
1.2
|
%
|
||
Occupancy
|
91.3
|
%
|
|
90.9
|
%
|
|
0.4
|
pts
|
||
Base rent per square foot
|
$
|
106
|
|
|
$
|
114
|
|
|
(7.0
|
)%
|
Tenant sales per square foot
|
$
|
967
|
|
|
$
|
849
|
|
|
13.9
|
%
|
Shoppes at Parisian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
14
|
|
|
$
|
15
|
|
|
(6.7
|
)%
|
Mall gross leasable area (in square feet)
|
295,915
|
|
|
295,896
|
|
|
—
|
|
||
Occupancy
|
89.9
|
%
|
|
90.7
|
%
|
|
(0.8
|
)pts
|
||
Base rent per square foot
|
$
|
151
|
|
|
$
|
192
|
|
|
(21.4
|
)%
|
Tenant sales per square foot
|
$
|
650
|
|
|
$
|
649
|
|
|
0.2
|
%
|
Shoppes at Four Seasons
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
31
|
|
|
$
|
33
|
|
|
(6.1
|
)%
|
Mall gross leasable area (in square feet)
|
241,548
|
|
|
258,264
|
|
|
(6.5
|
)%
|
||
Occupancy
|
97.6
|
%
|
|
98.8
|
%
|
|
(1.2
|
)pts
|
||
Base rent per square foot
|
$
|
465
|
|
|
$
|
460
|
|
|
1.1
|
%
|
Tenant sales per square foot
|
$
|
4,505
|
|
|
$
|
4,078
|
|
|
10.5
|
%
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
42
|
|
|
$
|
42
|
|
|
—
|
|
Mall gross leasable area (in square feet)
|
601,313
|
|
|
609,142
|
|
|
(1.3
|
)%
|
||
Occupancy
|
94.7
|
%
|
|
94.1
|
%
|
|
0.6
|
pts
|
||
Base rent per square foot
|
$
|
265
|
|
|
$
|
260
|
|
|
1.9
|
%
|
Tenant sales per square foot
|
$
|
1,945
|
|
|
$
|
1,773
|
|
|
9.7
|
%
|
Note:
|
This table excludes the results of mall operations at Sands Macao and Sands Bethlehem.
|
(1)
|
The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central's renovation, rebranding and expansion to The Londoner Macao.
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
1,309
|
|
|
$
|
1,331
|
|
|
(1.7
|
)%
|
Rooms
|
113
|
|
|
111
|
|
|
1.8
|
%
|
||
Food and beverage
|
174
|
|
|
168
|
|
|
3.6
|
%
|
||
Mall
|
18
|
|
|
18
|
|
|
—
|
%
|
||
Convention, retail and other
|
75
|
|
|
78
|
|
|
(3.8
|
)%
|
||
Provision for doubtful accounts
|
7
|
|
|
7
|
|
|
—
|
%
|
||
General and administrative
|
376
|
|
|
368
|
|
|
2.2
|
%
|
||
Corporate
|
51
|
|
|
33
|
|
|
54.5
|
%
|
||
Pre-opening
|
10
|
|
|
2
|
|
|
400.0
|
%
|
||
Development
|
4
|
|
|
2
|
|
|
100.0
|
%
|
||
Depreciation and amortization
|
289
|
|
|
274
|
|
|
5.5
|
%
|
||
Amortization of leasehold interests in land
|
14
|
|
|
9
|
|
|
55.6
|
%
|
||
Loss on disposal or impairment of assets
|
—
|
|
|
105
|
|
|
(100.0
|
)%
|
||
Total operating expenses
|
$
|
2,440
|
|
|
$
|
2,506
|
|
|
(2.6
|
)%
|
|
Three Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
336
|
|
|
$
|
331
|
|
|
1.5
|
%
|
Sands Cotai Central
|
165
|
|
|
176
|
|
|
(6.3
|
)%
|
||
The Parisian Macao
|
139
|
|
|
114
|
|
|
21.9
|
%
|
||
The Plaza Macao and Four Seasons Hotel Macao
|
83
|
|
|
72
|
|
|
15.3
|
%
|
||
Sands Macao
|
43
|
|
|
52
|
|
|
(17.3
|
)%
|
||
Ferry Operations and Other
|
(1
|
)
|
|
5
|
|
|
(120.0
|
)%
|
||
|
765
|
|
|
750
|
|
|
2.0
|
%
|
||
Marina Bay Sands
|
346
|
|
|
368
|
|
|
(6.0
|
)%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
136
|
|
|
77
|
|
|
76.6
|
%
|
||
Sands Bethlehem(1)
|
19
|
|
|
30
|
|
|
(36.7
|
)%
|
||
|
155
|
|
|
107
|
|
|
44.9
|
%
|
||
Consolidated adjusted property EBITDA (2)
|
$
|
1,266
|
|
|
$
|
1,225
|
|
|
3.3
|
%
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
(2)
|
Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income 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, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
|
$
|
141
|
|
|
$
|
90
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
|
4
|
|
|
4
|
|
||
Less — capitalized interest
|
(2
|
)
|
|
(1
|
)
|
||
Interest expense, net
|
$
|
143
|
|
|
$
|
93
|
|
Weighted average total debt balance
|
$
|
12,053
|
|
|
$
|
10,179
|
|
Weighted average interest rate
|
4.7
|
%
|
|
3.5
|
%
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
5,022
|
|
|
$
|
4,945
|
|
|
1.6
|
%
|
Rooms
|
879
|
|
|
863
|
|
|
1.9
|
%
|
||
Food and beverage
|
456
|
|
|
447
|
|
|
2.0
|
%
|
||
Mall
|
326
|
|
|
320
|
|
|
1.9
|
%
|
||
Convention, retail and other
|
297
|
|
|
307
|
|
|
(3.3
|
)%
|
||
Total net revenues
|
$
|
6,980
|
|
|
$
|
6,882
|
|
|
1.4
|
%
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
1,438
|
|
|
$
|
1,393
|
|
|
3.2
|
%
|
Non-Rolling Chip drop
|
$
|
4,612
|
|
|
$
|
4,489
|
|
|
2.7
|
%
|
Non-Rolling Chip win percentage
|
26.6
|
%
|
|
24.4
|
%
|
|
2.2
|
pts
|
||
Rolling Chip volume
|
$
|
13,945
|
|
|
$
|
15,329
|
|
|
(9.0
|
)%
|
Rolling Chip win percentage
|
3.18
|
%
|
|
3.66
|
%
|
|
(0.48
|
)pts
|
||
Slot handle
|
$
|
1,912
|
|
|
$
|
1,656
|
|
|
15.5
|
%
|
Slot hold percentage
|
4.7
|
%
|
|
4.8
|
%
|
|
(0.1
|
)pts
|
||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
803
|
|
|
$
|
804
|
|
|
(0.1
|
)%
|
Non-Rolling Chip drop
|
$
|
3,326
|
|
|
$
|
3,395
|
|
|
(2.0
|
)%
|
Non-Rolling Chip win percentage
|
22.7
|
%
|
|
21.2
|
%
|
|
1.5
|
pts
|
||
Rolling Chip volume
|
$
|
3,216
|
|
|
$
|
5,000
|
|
|
(35.7
|
)%
|
Rolling Chip win percentage
|
3.85
|
%
|
|
3.33
|
%
|
|
0.52
|
pts
|
||
Slot handle
|
$
|
2,077
|
|
|
$
|
2,512
|
|
|
(17.3
|
)%
|
Slot hold percentage
|
4.2
|
%
|
|
4.0
|
%
|
|
0.2
|
pts
|
||
The Parisian Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
730
|
|
|
$
|
599
|
|
|
21.9
|
%
|
Non-Rolling Chip drop
|
$
|
2,276
|
|
|
$
|
2,143
|
|
|
6.2
|
%
|
Non-Rolling Chip win percentage
|
23.0
|
%
|
|
19.9
|
%
|
|
3.1
|
pts
|
||
Rolling Chip volume
|
$
|
8,063
|
|
|
$
|
9,077
|
|
|
(11.2
|
)%
|
Rolling Chip win percentage
|
3.99
|
%
|
|
3.26
|
%
|
|
0.73
|
pts
|
||
Slot handle
|
$
|
2,141
|
|
|
$
|
2,217
|
|
|
(3.4
|
)%
|
Slot hold percentage
|
3.6
|
%
|
|
2.5
|
%
|
|
1.1
|
pts
|
||
The Plaza Macao and Four Seasons Hotel Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
335
|
|
|
$
|
278
|
|
|
20.5
|
%
|
Non-Rolling Chip drop
|
$
|
688
|
|
|
$
|
734
|
|
|
(6.3
|
)%
|
Non-Rolling Chip win percentage
|
24.3
|
%
|
|
24.8
|
%
|
|
(0.5
|
)pts
|
||
Rolling Chip volume
|
$
|
7,726
|
|
|
$
|
5,704
|
|
|
35.4
|
%
|
Rolling Chip win percentage
|
3.71
|
%
|
|
3.49
|
%
|
|
0.22
|
pts
|
||
Slot handle
|
$
|
280
|
|
|
$
|
270
|
|
|
3.7
|
%
|
Slot hold percentage
|
6.2
|
%
|
|
7.3
|
%
|
|
(1.1
|
)pts
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
280
|
|
|
$
|
308
|
|
|
(9.1
|
)%
|
Non-Rolling Chip drop
|
$
|
1,362
|
|
|
$
|
1,316
|
|
|
3.5
|
%
|
Non-Rolling Chip win percentage
|
17.5
|
%
|
|
18.4
|
%
|
|
(0.9
|
)pts
|
||
Rolling Chip volume
|
$
|
2,462
|
|
|
$
|
2,271
|
|
|
8.4
|
%
|
Rolling Chip win percentage
|
1.88
|
%
|
|
3.80
|
%
|
|
(1.92
|
)pts
|
||
Slot handle
|
$
|
1,306
|
|
|
$
|
1,281
|
|
|
2.0
|
%
|
Slot hold percentage
|
3.3
|
%
|
|
3.2
|
%
|
|
0.1
|
pts
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
1,012
|
|
|
$
|
1,146
|
|
|
(11.7
|
)%
|
Non-Rolling Chip drop
|
$
|
2,544
|
|
|
$
|
2,735
|
|
|
(7.0
|
)%
|
Non-Rolling Chip win percentage
|
21.6
|
%
|
|
19.4
|
%
|
|
2.2
|
pts
|
||
Rolling Chip volume
|
$
|
14,323
|
|
|
$
|
13,246
|
|
|
8.1
|
%
|
Rolling Chip win percentage
|
2.81
|
%
|
|
3.91
|
%
|
|
(1.10
|
)pts
|
||
Slot handle
|
$
|
7,235
|
|
|
$
|
7,504
|
|
|
(3.6
|
)%
|
Slot hold percentage
|
4.5
|
%
|
|
4.5
|
%
|
|
—
|
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
225
|
|
|
$
|
180
|
|
|
25.0
|
%
|
Table games drop
|
$
|
932
|
|
|
$
|
833
|
|
|
11.9
|
%
|
Table games win percentage
|
20.0
|
%
|
|
16.6
|
%
|
|
3.4
|
pts
|
||
Slot handle
|
$
|
1,380
|
|
|
$
|
1,301
|
|
|
6.1
|
%
|
Slot hold percentage
|
8.4
|
%
|
|
8.4
|
%
|
|
—
|
|
||
Sands Bethlehem(1)
|
|
|
|
|
|
|||||
Total net casino revenues
|
$
|
199
|
|
|
$
|
237
|
|
|
(16.0
|
)%
|
Table games drop
|
$
|
453
|
|
|
$
|
571
|
|
|
(20.7
|
)%
|
Table games win percentage
|
20.2
|
%
|
|
17.9
|
%
|
|
2.3
|
pts
|
||
Slot handle
|
$
|
2,007
|
|
|
$
|
2,395
|
|
|
(16.2
|
)%
|
Slot hold percentage
|
6.3
|
%
|
|
6.6
|
%
|
|
(0.3
|
)pts
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Room revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
110
|
|
|
$
|
109
|
|
|
0.9
|
%
|
Occupancy rate
|
95.3
|
%
|
|
95.8
|
%
|
|
(0.5
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
225
|
|
|
$
|
225
|
|
|
—
|
|
Revenue per available room (RevPAR)
|
$
|
214
|
|
|
$
|
215
|
|
|
(0.5
|
)%
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
161
|
|
|
$
|
160
|
|
|
0.6
|
%
|
Occupancy rate
|
96.1
|
%
|
|
93.2
|
%
|
|
2.9
|
pts
|
||
Average daily room rate (ADR)
|
$
|
156
|
|
|
$
|
154
|
|
|
1.3
|
%
|
Revenue per available room (RevPAR)
|
$
|
150
|
|
|
$
|
144
|
|
|
4.2
|
%
|
The Parisian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
64
|
|
|
$
|
61
|
|
|
4.9
|
%
|
Occupancy rate
|
97.2
|
%
|
|
95.4
|
%
|
|
1.8
|
pts
|
||
Average daily room rate (ADR)
|
$
|
158
|
|
|
$
|
150
|
|
|
5.3
|
%
|
Revenue per available room (RevPAR)
|
$
|
153
|
|
|
$
|
143
|
|
|
7.0
|
%
|
The Plaza Macao and Four Seasons Hotel Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
20
|
|
|
$
|
19
|
|
|
5.3
|
%
|
Occupancy rate
|
89.8
|
%
|
|
87.8
|
%
|
|
2.0
|
pts
|
||
Average daily room rate (ADR)
|
$
|
335
|
|
|
$
|
316
|
|
|
6.0
|
%
|
Revenue per available room (RevPAR)
|
$
|
301
|
|
|
$
|
277
|
|
|
8.7
|
%
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
9
|
|
|
$
|
8
|
|
|
12.5
|
%
|
Occupancy rate
|
99.7
|
%
|
|
98.9
|
%
|
|
0.8
|
pts
|
||
Average daily room rate (ADR)
|
$
|
174
|
|
|
$
|
162
|
|
|
7.4
|
%
|
Revenue per available room (RevPAR)
|
$
|
173
|
|
|
$
|
161
|
|
|
7.5
|
%
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
195
|
|
|
$
|
193
|
|
|
1.0
|
%
|
Occupancy rate
|
97.6
|
%
|
|
96.8
|
%
|
|
0.8
|
pts
|
||
Average daily room rate (ADR)
|
$
|
437
|
|
|
$
|
436
|
|
|
0.2
|
%
|
Revenue per available room (RevPAR)
|
$
|
427
|
|
|
$
|
423
|
|
|
0.9
|
%
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
313
|
|
|
$
|
305
|
|
|
2.6
|
%
|
Occupancy rate
|
96.1
|
%
|
|
96.6
|
%
|
|
(0.5
|
)pts
|
||
Average daily room rate (ADR)
|
$
|
257
|
|
|
$
|
249
|
|
|
3.2
|
%
|
Revenue per available room (RevPAR)
|
$
|
247
|
|
|
$
|
241
|
|
|
2.5
|
%
|
Sands Bethlehem(1)
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
7
|
|
|
$
|
8
|
|
|
(12.5
|
)%
|
Occupancy rate
|
92.6
|
%
|
|
91.3
|
%
|
|
1.3
|
pts
|
||
Average daily room rate (ADR)
|
$
|
159
|
|
|
$
|
161
|
|
|
(1.2
|
)%
|
Revenue per available room (RevPAR)
|
$
|
147
|
|
|
$
|
147
|
|
|
—
|
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
|
Six Months Ended June 30,(1)
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|||||
|
(Mall revenues in millions)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
118
|
|
|
$
|
109
|
|
|
8.3
|
%
|
Mall gross leasable area (in square feet)
|
812,966
|
|
|
786,652
|
|
|
3.3
|
%
|
||
Occupancy
|
91.3
|
%
|
|
91.4
|
%
|
|
(0.1
|
)pts
|
||
Base rent per square foot
|
$
|
270
|
|
|
$
|
262
|
|
|
3.1
|
%
|
Tenant sales per square foot
|
$
|
1,688
|
|
|
$
|
1,656
|
|
|
1.9
|
%
|
Shoppes at Cotai Central(2)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
32
|
|
|
$
|
29
|
|
|
10.3
|
%
|
Mall gross leasable area (in square feet)
|
523,511
|
|
|
517,238
|
|
|
1.2
|
%
|
||
Occupancy
|
91.3
|
%
|
|
90.9
|
%
|
|
0.4
|
pts
|
||
Base rent per square foot
|
$
|
106
|
|
|
$
|
114
|
|
|
(7.0
|
)%
|
Tenant sales per square foot
|
$
|
967
|
|
|
$
|
849
|
|
|
13.9
|
%
|
Shoppes at Parisian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
26
|
|
|
$
|
30
|
|
|
(13.3
|
)%
|
Mall gross leasable area (in square feet)
|
295,915
|
|
|
295,896
|
|
|
—
|
|
||
Occupancy
|
89.9
|
%
|
|
90.7
|
%
|
|
(0.8
|
)pts
|
||
Base rent per square foot
|
$
|
151
|
|
|
$
|
192
|
|
|
(21.4
|
)%
|
Tenant sales per square foot
|
$
|
650
|
|
|
649
|
|
|
0.2
|
%
|
|
Shoppes at Four Seasons
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
62
|
|
|
$
|
64
|
|
|
(3.1
|
)%
|
Mall gross leasable area (in square feet)
|
241,548
|
|
|
258,264
|
|
|
(6.5
|
)%
|
||
Occupancy
|
97.6
|
%
|
|
98.8
|
%
|
|
(1.2
|
)pts
|
||
Base rent per square foot
|
$
|
465
|
|
|
$
|
460
|
|
|
1.1
|
%
|
Tenant sales per square foot
|
$
|
4,505
|
|
|
$
|
4,078
|
|
|
10.5
|
%
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
85
|
|
|
$
|
84
|
|
|
1.2
|
%
|
Mall gross leasable area (in square feet)
|
601,313
|
|
|
609,142
|
|
|
(1.3
|
)%
|
||
Occupancy
|
94.7
|
%
|
|
94.1
|
%
|
|
0.6
|
pts
|
||
Base rent per square foot
|
$
|
265
|
|
|
$
|
260
|
|
|
1.9
|
%
|
Tenant sales per square foot
|
$
|
1,945
|
|
|
$
|
1,773
|
|
|
9.7
|
%
|
Note:
|
This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem.
|
(1)
|
As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2019 and 2018, they are identical to the summary presented herein for the three months ended June 30, 2019 and 2018, respectively.
|
(2)
|
The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central's renovation, rebranding and expansion to The Londoner Macao.
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Casino
|
$
|
2,748
|
|
|
$
|
2,702
|
|
|
1.7
|
%
|
Rooms
|
223
|
|
|
221
|
|
|
0.9
|
%
|
||
Food and beverage
|
352
|
|
|
340
|
|
|
3.5
|
%
|
||
Mall
|
35
|
|
|
35
|
|
|
—
|
%
|
||
Convention, retail and other
|
155
|
|
|
162
|
|
|
(4.3
|
)%
|
||
Provision for (recovery of) doubtful accounts
|
11
|
|
|
(9
|
)
|
|
(222.2
|
)%
|
||
General and administrative
|
745
|
|
|
713
|
|
|
4.5
|
%
|
||
Corporate
|
203
|
|
|
89
|
|
|
128.1
|
%
|
||
Pre-opening
|
14
|
|
|
3
|
|
|
366.7
|
%
|
||
Development
|
9
|
|
|
5
|
|
|
80.0
|
%
|
||
Depreciation and amortization
|
590
|
|
|
538
|
|
|
9.7
|
%
|
||
Amortization of leasehold interests in land
|
23
|
|
|
18
|
|
|
27.8
|
%
|
||
Loss on disposal or impairment of assets
|
7
|
|
|
110
|
|
|
(93.6
|
)%
|
||
Total operating expenses
|
$
|
5,115
|
|
|
$
|
4,927
|
|
|
3.8
|
%
|
|
Six Months Ended June 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
Change
|
|||||
|
(Dollars in millions)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
697
|
|
|
$
|
679
|
|
|
2.7
|
%
|
Sands Cotai Central
|
377
|
|
|
377
|
|
|
—
|
%
|
||
The Parisian Macao
|
302
|
|
|
230
|
|
|
31.3
|
%
|
||
The Plaza Macao and Four Seasons Hotel Macao
|
168
|
|
|
145
|
|
|
15.9
|
%
|
||
Sands Macao
|
83
|
|
|
99
|
|
|
(16.2
|
)%
|
||
Ferry Operations and Other
|
(4
|
)
|
|
9
|
|
|
(144.44
|
)%
|
||
|
1,623
|
|
|
1,539
|
|
|
5.5
|
%
|
||
Marina Bay Sands
|
769
|
|
|
909
|
|
|
(15.4
|
)%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
274
|
|
|
218
|
|
|
25.7
|
%
|
||
Sands Bethlehem(1)
|
52
|
|
|
59
|
|
|
(11.9
|
)%
|
||
|
326
|
|
|
277
|
|
|
17.7
|
%
|
||
Consolidated adjusted property EBITDA
|
$
|
2,718
|
|
|
$
|
2,725
|
|
|
(0.3
|
)%
|
(1)
|
We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)
|
$
|
280
|
|
|
$
|
176
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
|
7
|
|
|
7
|
|
||
Less — capitalized interest
|
(3
|
)
|
|
(1
|
)
|
||
Interest expense, net
|
$
|
284
|
|
|
$
|
182
|
|
Weighted average total debt balance
|
$
|
12,078
|
|
|
$
|
10,011
|
|
Weighted average interest rate
|
4.6
|
%
|
|
3.5
|
%
|
|
Shoppes at
Venetian
|
|
Shoppes at
Four
Seasons
|
|
Shoppes at
Cotai
Central
|
|
Shoppes at
Parisian
|
|
The Shoppes
at Marina
Bay Sands
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
For the three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents(1)
|
$
|
49
|
|
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
32
|
|
|
$
|
129
|
|
Overage rents
|
4
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
11
|
|
||||||
CAM, levies and direct recoveries
|
9
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
6
|
|
|
25
|
|
||||||
Total mall revenues
|
62
|
|
|
31
|
|
|
16
|
|
|
14
|
|
|
42
|
|
|
165
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
4
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
14
|
|
||||||
Marketing and other direct operating expenses
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
5
|
|
||||||
Mall operating expenses
|
6
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
5
|
|
|
19
|
|
||||||
Property taxes(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Provision for (recovery of) doubtful accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Mall-related expenses(3)
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
20
|
|
For the three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents(1)
|
$
|
46
|
|
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
33
|
|
|
$
|
127
|
|
Overage rents
|
3
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
11
|
|
||||||
CAM, levies and direct recoveries
|
7
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
6
|
|
|
23
|
|
||||||
Total mall revenues
|
56
|
|
|
33
|
|
|
15
|
|
|
15
|
|
|
42
|
|
|
161
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
4
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
14
|
|
||||||
Marketing and other direct operating expenses
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
||||||
Mall operating expenses
|
5
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
5
|
|
|
17
|
|
||||||
Property taxes(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Mall-related expenses(3)
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
Shoppes at
Venetian
|
|
Shoppes at
Four
Seasons
|
|
Shoppes at
Cotai
Central
|
|
Shoppes at
Parisian
|
|
The Shoppes
at Marina
Bay Sands
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
For the six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents(1)
|
$
|
96
|
|
|
$
|
55
|
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
66
|
|
|
$
|
256
|
|
Overage rents
|
5
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|
18
|
|
||||||
CAM, levies and direct recoveries
|
17
|
|
|
5
|
|
|
9
|
|
|
6
|
|
|
12
|
|
|
49
|
|
||||||
Total mall revenues
|
118
|
|
|
62
|
|
|
32
|
|
|
26
|
|
|
85
|
|
|
323
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
8
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|
26
|
|
||||||
Marketing and other direct operating expenses
|
3
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
9
|
|
||||||
Mall operating expenses
|
11
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
10
|
|
|
35
|
|
||||||
Property taxes(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Provision for (recovery of) doubtful accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Mall-related expenses(3)
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
13
|
|
|
$
|
37
|
|
For the six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents(1)
|
$
|
90
|
|
|
$
|
56
|
|
|
$
|
18
|
|
|
$
|
23
|
|
|
$
|
64
|
|
|
$
|
251
|
|
Overage rents
|
4
|
|
|
3
|
|
|
3
|
|
|
1
|
|
|
7
|
|
|
18
|
|
||||||
CAM, levies and direct recoveries
|
15
|
|
|
5
|
|
|
8
|
|
|
6
|
|
|
13
|
|
|
47
|
|
||||||
Total mall revenues
|
109
|
|
|
64
|
|
|
29
|
|
|
30
|
|
|
84
|
|
|
316
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
7
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
8
|
|
|
24
|
|
||||||
Marketing and other direct operating expenses
|
3
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
10
|
|
||||||
Mall operating expenses
|
10
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
11
|
|
|
34
|
|
||||||
Property taxes(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Mall-related expenses(3)
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
37
|
|
Note:
|
This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem.
|
(1)
|
Minimum rents include base rents and straight-line adjustments of base rents.
|
(2)
|
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, The Plaza Macao and Four Seasons Hotel Macao and The Parisian Macao have obtained a second exemption, extending the property tax exemption to July 2019, July 2020 and August 2028, respectively. Under the initial exemption, Sands Cotai Central has a distinct exemption for each hotel tower with expiration dates that range from March 2018 to November 2021. The Company is currently working on obtaining the second exemption for Sands Cotai Central.
|
(3)
|
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.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Net cash generated from operating activities
|
$
|
896
|
|
|
$
|
2,504
|
|
Cash flows from investing activities:
|
|
|
|
||||
Net proceeds from sale of Sands Bethlehem
|
1,160
|
|
|
—
|
|
||
Capital expenditures
|
(453
|
)
|
|
(416
|
)
|
||
Proceeds from disposal of property and equipment
|
1
|
|
|
10
|
|
||
Acquisition of intangible assets
|
(53
|
)
|
|
—
|
|
||
Net cash generated from (used in) investing activities
|
655
|
|
|
(406
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
39
|
|
|
70
|
|
||
Repurchase of common stock
|
(354
|
)
|
|
(175
|
)
|
||
Dividends paid and non-controlling interest payments
|
(1,821
|
)
|
|
(1,804
|
)
|
||
Proceeds from long-term debt
|
—
|
|
|
2,093
|
|
||
Repayments on long-term debt
|
(51
|
)
|
|
(313
|
)
|
||
Payments of financing costs
|
—
|
|
|
(39
|
)
|
||
Net cash used in financing activities
|
(2,187
|
)
|
|
(168
|
)
|
||
Effect of exchange rate on cash, cash equivalents and restricted cash
|
6
|
|
|
2
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(630
|
)
|
|
1,932
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
4,661
|
|
|
2,430
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
4,031
|
|
|
$
|
4,362
|
|
•
|
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 our Integrated Resorts in Macao, Singapore and Las Vegas;
|
•
|
the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations;
|
•
|
our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas;
|
•
|
new developments, construction projects and ventures, including our Cotai Strip initiatives and MBS Expansion Project;
|
•
|
fluctuations in currency exchange rates and interest rates;
|
•
|
regulatory policies in 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 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 our planned, or any future, development projects;
|
•
|
increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;
|
•
|
our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;
|
•
|
our dependence upon properties 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 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 intellectual property 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
|
•
|
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 and the impact of U.S. tax reform;
|
•
|
the continued services of our key management and personnel;
|
•
|
any potential conflict between the interests of our principal stockholder 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 information systems that contain legally protected information about people and company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;
|
•
|
the completion of infrastructure projects in Macao;
|
•
|
our relationship with GGP Limited Partnership or any successor owner of the Grand Canal Shoppes; and
|
•
|
the outcome of any ongoing and future litigation.
|
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, 2019 — April 30, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,496
|
|
May 1, 2019 — May 31, 2019
|
1,397,767
|
|
|
$
|
57.23
|
|
|
1,397,767
|
|
|
$
|
1,416
|
|
June 1, 2019 — June 30, 2019
|
1,794,800
|
|
|
$
|
55.71
|
|
|
1,794,800
|
|
|
$
|
1,316
|
|
(1)
|
In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which was to expire on November 2, 2018. In June 2018, the Company's Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion and extending the expiration date to November 2, 2020. All repurchases under the stock repurchase program are made from time to time at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. All share repurchases of the Company's common stock have been recorded as treasury stock.
|
Exhibit No.
|
|
Description of Document
|
10.1*
|
|
|
10.2
|
|
|
10.3
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1+
|
|
|
32.2+
|
|
|
101
|
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018, (iv) Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2019 and 2018, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018, and (vi) Notes to Condensed Consolidated Financial Statements.
|
*
|
Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
|
+
|
This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
|
LAS VEGAS SANDS CORP.
|
||
|
|
|
|
July 24, 2019
|
By:
|
|
/S/ SHELDON G. ADELSON
|
|
|
|
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer |
|
|
|
|
July 24, 2019
|
By:
|
|
/S/ PATRICK DUMONT
|
|
|
|
Patrick Dumont
Executive Vice President and Chief Financial Officer
|
CLAUSE
|
|
PAGE
|
|
|
|
1.
|
INTERPRETATION
|
1
|
2.
|
AGREEMENT TO LEASE
|
13
|
3.
|
DELIVERY OF VACANT POSSESSION
|
13
|
4.
|
PAYMENT OBLIGATIONS
|
14
|
5.
|
SECURITY DEPOSIT
|
14
|
6.
|
EXTERNAL AUDITORS
|
16
|
7.
|
DEVELOPMENT INVESTMENT
|
16
|
8.
|
PLANNING PARAMETERS
|
17
|
9.
|
PLANNING APPLICATION
|
17
|
10.
|
ACCEPTED PROPOSAL
|
17
|
11.
|
PERMITTED USE
|
18
|
12.
|
CONSTRUCTION
|
19
|
13.
|
INFRASTRUCTURE WORKS
|
21
|
13A.
|
AIR-CONDITIONING AND COOLING OF IR2
|
21
|
13B.
|
CST AND CST ANCILLARY STRUCTURE
|
21
|
13C.
|
CONNECTION(S) (INCLUDING ASSOCIATED CIRCULATION SPACES) IN PARCELS AR1, AR2 and AR3
|
23
|
13D.
|
DEMOLITION, TRUNCATION AND ALTERATION OF CST WITHIN PARCEL 1
|
23
|
13E.
|
CST AND CST ANCILLARY STRUCTURE WITHIN Subterranean Government CST Stratum
|
24
|
14.
|
SUBDIVISION OF LAND AND STRATA SUBDIVISION OF BUILDING
|
24
|
15.
|
DESIGNATED SITE, CASINO CONCESSION AND CASINO LICENCE
|
25
|
16.
|
LEVIES AND BENEFITS
|
25
|
17.
|
ACCOUNTS AND REVIEW OF KEY ATTRACTIONS
|
30
|
18.
|
STATE AND CONDITION
|
31
|
19.
|
SURRENDER OF LAND
|
32
|
19A
|
RIGHTS OF LTA AND MEMBERS OF THE PUBLIC
|
32
|
20.
|
SURVEY
|
33
|
21.
|
MANAGEMENT AND MAINTENANCE
|
34
|
22.
|
ASSIGNMENT OF LEASE AND SUB-LETTING, AND OTHER DEALINGS
|
35
|
23.
|
RIGHT TO MORTGAGE
|
35
|
24.
|
INSURANCE
|
35
|
25.
|
[NOT IN USE]
|
36
|
26.
|
PROPERTY TAX, OUTGOINGS AND UTILITIES
|
36
|
27.
|
DETERMINATION OF LEASE
|
37
|
28.
|
YIELDING UP ON EXPIRY OF LEASE TERM
|
39
|
28A
|
TRIAL PIT TESTS
|
39
|
29.
|
INDEMNITY
|
40
|
30.
|
EXECUTION OF LEASE
|
41
|
31.
|
REVERSION
|
41
|
32.
|
LEGAL COSTS AND DISBURSEMENTS
|
41
|
33.
|
NOTICES
|
41
|
34.
|
CONSENTS AND APPROVALS
|
42
|
35.
|
VARIATION, AMENDMENT OR WAIVER
|
42
|
36.
|
LIABILITY OF PARTIES
|
43
|
37.
|
SEVERANCE
|
43
|
38.
|
RIGHTS OF THIRD PARTIES
|
43
|
39.
|
COMPETITION ACT
|
43
|
40.
|
GOVERNING LAW AND JURISDICTION
|
43
|
41.
|
COUNTERPARTS
|
43
|
(i)
|
SINGAPORE TOURISM BOARD, a body corporate established under the Singapore Tourism Board Act (Cap. 305B) and having its principal office at No. 1 Orchard Spring Lane, Tourism Court, Singapore 247729 (the “Lessor”); and
|
(ii)
|
MARINA BAY SANDS PTE. LTD., a company incorporated in the Republic of Singapore and having its registered office at 80 Robinson Road #02-00 Singapore 068898 (the “Lessee”).
|
(i)
|
the obtaining of the Permit to Commence Building Works; and
|
(ii)
|
the commencement of the building works on the Land;
|
(i)
|
having jurisdiction over any of the parties to this Agreement in respect of the relevant subject matter; and/or
|
(ii)
|
from which a permit, licence or form of approval or sanction is required under any applicable Law in Singapore,
|
(i)
|
the completion of the construction of the IR2 on the Land with TOP issued for those parts of the IR2 which are required under the Building Control Act (Cap. 29) to be issued with TOP; and
|
(ii)
|
the application of all finishing material, furniture, fittings, furnishings and such other built-in and loose items for the purpose of bringing the IR2 to a state of operational readiness to receive visitors,
|
(i)
|
any entrance to or exit from the CST;
|
(ii)
|
any passage, corridor or stairway connecting an entrance to or exit from the CST;
|
(iii)
|
any ventilation opening, duct, shaft or pipe necessary for the operation or functioning of the CST; and
|
(iv)
|
any supporting physical structure necessary for the operation or functioning of the CST;
|
(i)
|
fixed asset investment such as the construction, building and fitting-out costs; and
|
(ii)
|
tangible movable assets such as furniture and exhibits (e.g. art pieces) that are included in the IR2's inventory list and are displayed or stored permanently within the IR2,
|
(i)
|
act of God, lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave, landslide, adverse weather conditions;
|
(ii)
|
strike, lockout or other labour difficulty, but not any industrial action occurring within the Lessee's organisation or within any sub-contractor's organisation; or
|
(iii)
|
act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
|
(i)
|
gross sales or revenue from orders or contracts of sales for supply of services which are entered into by the Lessee, whether or not the same are placed or concluded on such part of the IR2;
|
(ii)
|
sale of consumable goods like food, drinks and beverages;
|
(iii)
|
sale of any merchandise and souvenirs etc;
|
(iv)
|
sale of any gate charges, admission fees to attractions and gated commercial outlets whether operated by the Lessee or by third parties under sub-letting or any other arrangements by the Lessee as permitted under this Agreement;
|
(v)
|
membership fees;
|
(vi)
|
all deposits forfeited in favour of the Lessee;
|
(vii)
|
all or part of the selling price of gift certificates;
|
(viii)
|
any fee, taxes (except the GST payable) or commission included in the selling prices paid by or collected from customers; and
|
(ix)
|
any other consideration excluding any benefit in kind received by the Lessee monthly from the use and operations on any such part of the IR2;
|
(i)
|
MICE facilities with a Net Floor Area of at least 18,500 square metres, comprising meeting rooms, function and exhibition halls, with an emphasis on exhibition halls to supplement the existing facilities in IR1, subject to changes due to site conditions;
|
(ii)
|
a unique rooftop attraction atop the hotel tower over one or more levels with a total developed area of at least 5,500 square metres, comprising both enclosed and unenclosed areas, which would include a swimming pool and supporting luxury amenities, such as restaurants and bars; and
|
(iii)
|
a state-of-the-art live entertainment arena with the following characteristics:
|
(a)
|
seating capacity of at least 15,000 persons and GFA of approximately 40,000 square metres;
|
(b)
|
designed and built for live entertainment and concerts, with the flexibility to be configured to accommodate a wide range of other event formats, and features that are comparable to the world’s top entertainment venues, such as premium F&B offerings and hospitality offerings; and
|
(c)
|
operated in collaboration with concert promoters from around the world to arrange market-leading programming for the arena, including but not limited to top-tier international and regional acts that might not have otherwise come to Singapore,
|
(i)
|
Parcel 1 excluding the Subterranean Government CST Stratum and the Subterranean RTS Stratum;
|
(ii)
|
Parcel 2 Demised Land;
|
(iii)
|
Parcel 3 Demised Land;
|
(iv)
|
Parcel 4 Demised Land;
|
(v)
|
Parcel 5 Demised Land; and
|
(vi)
|
Parcel 6 Demised Land;
|
(i)
|
areas used for back of house services;
|
(ii)
|
corridors and other circulation areas;
|
(iii)
|
restrooms, restroom lobbies, bathrooms, cleaners’ rooms, and the like;
|
(iv)
|
stairways, lift-wells and permanent lift lobbies;
|
(v)
|
areas under the control of service or other external authorities, including (but not limited to) metre cupboards;
|
(vi)
|
internal structural walls, walls enclosing excluded areas, columns, piers, chimney breasts, other projections, vertical ducts, and the like;
|
(vii)
|
space occupied by permanent air-conditioning heating or cooling apparatus, and ducting in so far as the space it occupies is rendered substantially unusable;
|
(viii)
|
mechanical rooms and closets (including but not limited to lift rooms, plant rooms, fuel stores, and the like); and
|
(ix)
|
vehicle parking areas;
|
(i)
|
the Proposed Legislative Provisions relating to Entry Levies, the date of this Agreement or such other date which shall be no later than six (6) months from the Effective Date;
|
(ii)
|
the Proposed Legislative Provisions relating to Gaming Machines, the date on which the Additional Gaming Machines may be made available for gaming by the Lessee pursuant to Clause 16.3.1, being:
|
(a)
|
in the case of the 500 Additional Gaming Machines that may be made available for gaming by the Lessee pursuant to Clause 16.3.1(i), the date which shall be no later than six (6) months from the Effective Date; and
|
(b)
|
in the case of the remaining 500 Additional Gaming Machines that may be made available for gaming by the Lessee pursuant to Clause 16.3.1(ii), the date which shall be no later than the date of receipt of the External Auditors’
|
(iii)
|
the Proposed Legislative Provisions relating to Gaming Area, the date on which the Additional Gaming Area purchased by the Lessee under Clause 16.2 may be utilised for the conduct of gaming pursuant to Clause 16.2.4, being:
|
(a)
|
in the case of the first 1,000 square metres of Additional Gaming Area that the Lessee may utilise for the conduct of gaming pursuant to Clause 16.2.4(i), the date which shall be no later than twelve (12) months from the Effective Date; and
|
(b)
|
in the case of the remaining Additional Gaming Area that the Lessee may utilise for the conduct of gaming pursuant to Clause 16.2.4(ii), the date which shall be no later than the date of receipt of the External Auditors’ Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met; and
|
(iv)
|
the Proposed Legislative Provisions relating to Exclusivity Period and the Proposed Legislative Provisions relating to Casino Tax Rates, no later than 1 March 2022, and with respect to the Proposed Legislative Provisions relating to Casino Tax Rates, to be in effect no earlier than 1 March 2022;
|
(i)
|
banker's cheque(s) or cashier's order(s);
|
(ii)
|
“On-Demand” Banker's Guarantee(s); or
|
(iii)
|
acceptable electronic means such as direct debit or telegraphic transfer;
|
(i)
|
a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision;
|
(ii)
|
a word denoting the singular number includes the plural number and vice versa;
|
(iii)
|
a word denoting an individual or person includes a corporation, firm, authority, government or governmental authority and vice versa;
|
(iv)
|
a word denoting a gender includes all genders;
|
(v)
|
a reference to a “Recital”, “Subclause”, “Proviso” or “Annexure” is to a recital to, subclause of, proviso of or annexure to this Agreement;
|
(vi)
|
a reference to a “Clause” is to a clause of this Agreement unless otherwise stated;
|
(vii)
|
a reference to a “paragraph” is to a paragraph of the Annexure in which such reference appears unless otherwise stated;
|
(viii)
|
a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
|
(ix)
|
a reference to any party to this Agreement, or any other document or arrangement, includes that party's executors, administrators, substitutes, successors or permitted assigns; and
|
(x)
|
a reference to “Dollars” or “$” is to an amount in Singaporean currency.
|
(i)
|
headings are for convenience of reference only and do not affect interpretation; and
|
(ii)
|
where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
|
(i)
|
save for the Subterranean/Air-space Lots, the Lessee shall vacate all other parts of the Subject Parcels; and
|
(ii)
|
possession of the Subject Parcels (excluding the Subterranean/Air-space Lots), shall be deemed to have been vacated by the Lessee and handed back to the Lessor
|
(i)
|
the Land Premium together with GST of Singapore Dollars Eighty eight million four hundred and ten thousand and cents thirty five (S$88,410,000.35), by way of such banker's cheque(s) or cashier's order(s) to be made in favour of “COMMISSIONER OF LANDS, SINGAPORE LAND AUTHORITY”;
|
(ii)
|
the ESS Contribution together with GST of Singapore Dollars Two hundred and three thousand and seven hundred (S$203,700.00), by way of such banker's cheque(s) or cashier's order(s) to be made in favour of “URBAN REDEVELOPMENT AUTHORITY”;
|
(iii)
|
the written confirmation of the Lessee's solicitors confirming receipt from the Lessee of the sum of Singapore Dollars Thirty-seven million eight hundred and eighty-four thousand and six hundred (S$37,884,600.00) by way of cashier's order(s) being the Stamp Duty on this Agreement payable by the Lessee pursuant to Clause 32.1 and undertaking to stamp this Agreement within fourteen (14) days from the date of this Agreement, and to forward to the Lessor or the Lessor's solicitors copies of the original and the duplicate Certificates of Stamp Duty;
|
(iv)
|
the sum of Singapore Dollars Two thousand two hundred and ninety-nine and cents seven (S$2,299.07), together with GST of Singapore Dollars One hundred sixty and cents ninety-three (S$160.93), for payment of the processing fee for surrender of land Lot 440X Town Subdivision 30 and part of Lot 80038C Town Subdivision 30 by Ministry of National Development to Singapore Land Authority, by way of such banker's cheque(s) or cashier's order(s) to be made in favour of “SINGAPORE TOURISM BOARD”; and
|
(v)
|
the sum of Singapore Dollars One thousand one hundred and thirty and cents eighty-four (S$1,130.84), together with GST of Singapore Dollars Seventy-nine and cents sixteen (S$79.16), for payment of the processing fee and fee for issuance of Certificate of Title to the Land, by way of such banker's cheque(s) or cashier's order(s) to be made in favour of “COMMISSIONER OF LANDS, SINGAPORE LAND AUTHORITY”.
|
(i)
|
at least eight (8) years and six (6) months after the Effective Date, including the period from the date of this Agreement to the Effective Date (the “Banker’s Guarantee Period”); or
|
(ii)
|
up to at least six (6) months from such earlier date (“Earlier Date”) as proposed in writing by the Lessee and accepted in writing by the Lessor for Completion.
|
(i)
|
make all the payments and deliver all the items required to be paid and delivered under Clause 4.2 on or before twelve (12) noon on 10 April 2019; or
|
(ii)
|
Commence Construction within three (3) years from the Effective Date; or
|
(iii)
|
pay or incur one hundred per cent (100%) of the Development Investment within eight (8) years from the Effective Date; or
|
(iv)
|
Complete construction of one hundred per cent (100%) of the Proposed GFA within eight (8) years from the Effective Date,
|
(i)
|
the areas and facilities dedicated to MICE, a total sum of not less than Singapore Dollars Three hundred and seventy-eight million (S$378,000,000.00);
|
(ii)
|
the area dedicated to the rooftop attraction, a total sum of not less than Singapore Dollars One hundred and ninety-six million (S$196,000,000.00); and
|
(iii)
|
the area dedicated to the Arena, a total sum of not less than Singapore Dollars Seven hundred and twenty-two million (S$722,000,000.00).
|
(a)
|
If such reduction is not more than 10%, the Lessee shall reinvest the reduction in the IR1 Key Attractions and/or the Key Attractions, subject only to the approval of the Lessor as to the selection of such IR1 Key Attractions and/or the Key Attractions and the timing of the reinvestment (such approval not to be unreasonably withheld, delayed or conditioned), and the reduction shall in any event be paid or incurred within ten (10) years from the Effective Date. The parties also agree to negotiate in good faith a reasonable reduction in the value of the Banker’s Guarantee to be held for the period of the reinvestment.
|
(b)
|
If such reduction is more than 10%, and without prejudice to the rights and remedies conferred upon the Lessor by any provision of this Agreement arising from any breach by the Lessee of its obligations under any other provision of this Agreement (including under Clauses 5.4, 12.1, 12.2 and 27), the Lessee may discuss with the Lessor to consider what step or action the Lessee may take, including any reinvestment of such reduction in IR1 Key Attractions and/or the Key Attractions, and the timing for such reinvestment.
|
(i)
|
the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land continuing to be, in the sole determination of the Lessor (which shall be final and conclusive), an IR2 as defined in this Agreement;
|
(ii)
|
the proposed amendment, modification or variation of the Accepted Proposal will not reduce the tourism appeal of the Expanded IR, in the sole determination of the Lessor (which shall be final and conclusive); and
|
(iii)
|
the proposed amendment, modification or variation of the Accepted Proposal will not result in an increase in the GFA of the IR2 over and above the Permissible GFA.
|
(i)
|
the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land being no longer, in the sole determination of the Lessor (which shall be final and conclusive), an IR2 as defined in this Agreement;
|
(ii)
|
the proposed amendment, modification or variation of the Accepted Proposal will reduce the tourism appeal of the Expanded IR, in the sole determination of the Lessor (which shall be final and conclusive); or
|
(iii)
|
the proposed amendment, modification or variation of the Accepted Proposal will result in an increase in the GFA of the IR2 over and above the Permissible GFA.
|
(i)
|
the Permissible GFA;
|
(ii)
|
GFA for the Land as follows:
|
(a)
|
a GFA not exceeding 129,050 square metres for purely hotel use comprising not more than 1,164 rooms;
|
(b)
|
a GFA not exceeding 3,457 square metres for food and beverage use;
|
(c)
|
a GFA not exceeding 2,497 square metres for retail use;
|
(d)
|
a GFA not exceeding 50,828 square metres for MICE use;
|
(e)
|
a GFA not exceeding 40,000 square metres for entertainment (arena (performing venue)) use; and
|
(f)
|
a GFA not exceeding 16,576 square metres for support and circulation;
|
(iii)
|
use of Parcel 3 Demised Land for the purposes of underground pedestrian links and other uses as approved by the Lessor and the Competent Authorities, use of Parcel 2 Demised Land and Parcel 6 Demised Land solely for the purposes of underground pedestrian links, and use of Parcel 4 Demised Land and Parcel 5 Demised Land solely for the purposes of elevated pedestrian links;
|
(iv)
|
the Planning Parameters;
|
(v)
|
the Planning Permission;
|
(vi)
|
all the terms and conditions of this Agreement and the Lease; and
|
(vii)
|
any Law imposed on the Lessor or the Lessee in respect of the Land and/or the regulation of the activities in the IR2.
|
(i)
|
any pawn broking or money lending business (except for such gaming credit as may be permitted in the Legislation); or
|
(ii)
|
any illegal act or purpose.
|
(i)
|
if the approval of the Competent Authorities to any such change or increase is granted subject to conditions, the Lessee shall, at its own cost and expense, comply with all such conditions;
|
(ii)
|
any charges and fees (including, without limitation, additional premium and/or differential premium and other fees, levies and charges that may be imposed upon the Lessor by the SLA or other equivalent authority) in connection with any grant of approval by the Competent Authorities, shall be borne by the Lessee; and
|
(iii)
|
the Lessee will give notice to the Lessor of any approval granted by the Competent Authorities to change or increase the Permissible GFA, such notice to be accompanied by documentary evidence of such approval.
|
(i)
|
the Accepted Proposal, without prejudice to or derogation from Clause 8;
|
(ii)
|
the Planning Parameters; and
|
(iii)
|
all Laws imposed on the Lessor or the Lessee in respect of the Land.
|
(i)
|
set a new date for the Lessee to Complete the IR2 with one hundred per cent (100%) of the Proposed GFA being built and for the Lessee to procure the issue of TOP by the Competent Authority for the whole of the IR2 (the “Extended Completion Date”), in each case in accordance with Clause 12.1 (and provided that such date shall be reasonable having regard to the then-prevailing circumstances); and
|
(ii)
|
if, and only if, the Lessor sets the Extended Completion Date, deem the Lessee’s failure to Complete the IR2 with one hundred per cent (100%) of the Proposed GFA being built and procure the issue of TOP by the Competent Authority for the whole of the IR2 by the Extended Completion Date as an Event of Default.
|
(i)
|
are of a quality commensurate with an international class integrated resort complex;
|
(ii)
|
comply with standards specified in the Accepted Proposal; and
|
(iii)
|
comply with the provisions of the Building Control Act and all other laws and regulations applicable to the construction of the IR2 relevant to the materials, fittings, equipment or workmanship.
|
(i)
|
the Lessee's failure to Commence Construction within three (3) years from the Effective Date, pay or incur one hundred per cent (100%) of the Development Investment within eight (8) years from the Effective Date, or Complete construction of one hundred per cent (100%) of the Proposed GFA within eight (8) years from the Effective Date shall not be an Event of Default under Clause 27.1 but save as specifically provided in this Clause 12.7(i), nothing herein shall prejudice:
|
(a)
|
the exercise by the Lessor of its rights under Clause 5.4; and
|
(b)
|
the rights and remedies conferred upon the Lessor by any provision of this Agreement arising from any breach by the Lessee of its obligations under the provisions of this Agreement (including under Clauses 12.1, 12.2 and 27); and
|
(ii)
|
the Lessee shall not be deemed to have failed to Complete one hundred per cent (100%) of the Proposed GFA or to have failed to Complete the IR2 by virtue only of:
|
(a)
|
a tenant having vacated any premises located in that part of the IR2 comprising the retail areas;
|
(b)
|
a tenant not having completed its fitting out; or
|
(c)
|
the Lessee not having obtained a tenant for any premises located in that part of the IR2 comprising the retail areas,
|
(iii)
|
the Lessee is not obliged to open all parts of the IR2 on the same day. The Lessee may open such parts of the IR2 as and when they are ready for opening. Nothing herein shall relieve the Lessee from its obligations under Clause 12.1 and/or Clause 12.2.
|
(i)
|
agrees and accepts that the Government and the Urban Redevelopment Authority and any person authorised by the Government or the Urban Redevelopment Authority shall have the right and be entitled with or without workmen and others at all times to have access to and use of the part(s) of the CST and any CST Ancillary Structure existing or located within the Land without any charge, payment, hindrance, obstruction or restriction whatsoever to inspect, survey, lay, place, install, operate, maintain, repair or improve any plant, equipment, machinery, cables, wires, lines,
|
(ii)
|
undertakes not to enter or allow any person to enter the part(s) of the CST and any CST Ancillary Structure existing or located within the Land except with the prior written approval of the Government or the Urban Redevelopment Authority;
|
(iii)
|
undertakes at its own cost and expense to maintain and keep in good repair, including waterproofing, the structural shell of the part(s) of the CST and any CST Ancillary Structure existing or located within the Land;
|
(iv)
|
undertakes to ensure at all times that the part(s) of the CST and any CST Ancillary Structure existing or located within the Land are not damaged in any way and the use and operation of such part(s) of the CST and such CST Ancillary Structure are unaffected by any works or activity carried out, being carried out or to be carried out within the Land; and
|
(v)
|
agrees not to demolish or carry out any works, alteration or addition to or within the part(s) of the CST and any CST Ancillary Structure existing or located within the Land except, with the prior written approval of the Government or the Urban Redevelopment Authority and also of the Competent Authorities and where approval is given by the Government or the Urban Redevelopment Authority, the Lessee shall at its own costs and expense, demolish, remove, alter or replace such part(s) of the CST and any CST Ancillary Structure in such manner as may be directed by the Government and/or the Urban Redevelopment Authority and within such time as may be required by the Government and/or the Urban Redevelopment Authority.
|
(i)
|
the obligations of the Lessee specified under Clause 13B.1 shall remain valid and applicable with regard to the part(s) of the CST and any CST Ancillary Structure which remain, exist or are located within the Land after such demolition, removal, alteration or replacement works PROVIDED ALWAYS that the above obligations shall not apply in relation to any remnant (including any piles) of the part(s) of the CST and/or any CST Ancillary Structure that have been demolished, removed, altered or replaced by the Lessee with the approval of the Government or the Urban Redevelopment Authority if such remnant is no longer necessary or required for the physical support of any other part of the CST and/or any other CST Ancillary Structure; and
|
(ii)
|
the Lessee shall, if and only if it is also required by the Lessor to restore the Land to its state as at the commencement of the Lease Term, pursuant to Clause 28.2, at its own cost and expense reconstruct and reinstate the part(s) of the CST and any CST Ancillary Structure that are demolished, removed, altered or replaced to the state, condition and position as existing at the Effective Date and upon the expiry of the Lease Term, hand over and return the Land to the Lessor with the parts(s) of the CST and CST Ancillary Structure(s) as existing or located within the Land at the Effective Date reconstructed and reinstated as aforesaid. Further, the Lessee shall be required
|
13C.
|
CONNECTION(S) (INCLUDING ASSOCIATED CIRCULATION SPACES) IN PARCELS AR1, AR2 and AR3
|
13D.
|
DEMOLITION, TRUNCATION AND ALTERATION OF CST WITHIN PARCEL 1
|
13E.
|
CST AND CST ANCILLARY STRUCTURE WITHIN SUBTERRANEAN GOVERNMENT CST STRATUM
|
(i)
|
grants the Government and the Urban Redevelopment Authority the right to subjacent and lateral support and protection of the Subterranean Government CST Stratum and every part thereof from the Land (which term used in this Clause 13E shall include any building(s) or structure(s) or structural element(s) therein and thereon) for the purpose of supporting, upholding and maintaining the CST and the CST Ancillary Structure within the Subterranean Government CST Stratum;
|
(ii)
|
agrees and accepts that the Government and the Urban Redevelopment Authority and any person authorised by the Government or the Urban Redevelopment Authority shall have the right and be entitled with or without workmen and others at all times to have access to and use portions of the Land for ingress and egress to and from the part(s) of the CST and any CST Ancillary Structure existing or located within the Subterranean Government CST Stratum without any charge, payment, hindrance, obstruction or restriction whatsoever to inspect, survey, lay, place, install, operate, maintain, repair or improve any plant, equipment, machinery, cables, wires, lines, pipes, ducts and other facilities housed or to be housed within such part(s) of the CST and such CST Ancillary Structure, and/or to carry out any temporary or permanent works as the Government or the Urban Redevelopment Authority may deem necessary to render such part(s) of the CST and such CST Ancillary Structure safe, secure, functional and operational provided that where such access and/or use are not required due to any emergency or for purpose of inspection, survey or urgent maintenance or repair of any plant, equipment, machinery, cables, wires, lines, pipes, ducts and/or other facilities at any time housed within such part(s) of the CST and/or such CST Ancillary Structure, prior notice of at least 7 days of intention to access and/or use is given to the Lessee; and
|
(iii)
|
undertakes not to make or permit or suffer to be done anything on the Land which will damage in any way or affect the use and operation of the part(s) of the CST and any CST Ancillary Structure existing or located within the Subterranean Government CST Stratum or in any way impair the foundation, floors, building structure and structural framework, exterior walls, main walls and roofs, railings, structural columns, floor slabs, all permanent walls, structural beams, columns and ramps of the CST and/or the CST Ancillary Structure within the Subterranean Government CST Stratum and the overall structural integrity of the CST and/or the CST Ancillary Structure within the Subterranean Government CST Stratum.
|
(i)
|
in respect of any part of the Land required under the Planning Parameters to remain vested or to be vested in the Lessor and/or any Competent Authorities; or
|
(ii)
|
with the prior written approval of the Lessor, which if given, will be subject to such terms and conditions as may be determined by the Lessor, including (but not limited to) the following:
|
(a)
|
the payment of charges (including, but not limited to, any differential premium, if applicable) and fees as may be determined by the Lessor; and
|
(b)
|
in relation to a strata subdivision of any building on the Land, a requirement that the CST and any CST Ancillary Structure, as well as any access leading to or from the CST and/or any CST Ancillary Structure, existing and located within the Land, shall form part of the common property of the IR2.
|
16.2.1
|
The Lessor hereby grants to the Lessee, from the Effective Date, an irrevocable option to purchase up to an additional 2,000 square metres of Gaming Area(s) over and above the 15,000 square metres permitted under the Legislation as at the Effective Date for the purposes of developing, fitting out and operating as Gaming Area (“Additional Gaming Area”), and additional amounts of supporting GFA and/or ancillary areas (as defined in the Casino Control (Casino Layout) Regulations 2009) as may be approved by the Competent Authority (“Supporting Areas”).
|
16.2.2
|
The option referred to in Clause 16.2.1 (“Option”) may be exercised by the Lessee in full or in part on one or more occasions at any time during the Lease Term (“Option Period”) and up to the last day of the Option Period.
|
16.2.3
|
The price for the purchase of the Additional Gaming Area and the Supporting Areas shall be determined by the Competent Authority upon a written request by the Lessee to the Lessor to exercise the Option.
|
16.2.4
|
Without prejudice to and/or derogation from the Lessee’s entitlement to exercise the Option in accordance with Clauses 16.2.1 to 16.2.3, the parties agree that the Lessee shall be entitled to utilise for the conduct of gaming the Additional Gaming Area purchased by the Lessee under this Clause 16.2 in the manner as follows:
|
(i)
|
the first 1,000 square metres of Additional Gaming Area purchased by the Lessee may be utilised for the conduct of gaming at any time from twelve (12) months after the Effective Date. If at any time on or after the Effective Date and before receipt of the External Auditors’ Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met, the Lessee breaches any material term or condition contained in this Agreement, the Lessee’s entitlement to utilise 16,000 square metres of Gaming Area shall be reduced to 15,000 square metres for the duration of the breach until such breach is remedied by the Lessee; and
|
(ii)
|
any remaining Additional Gaming Area purchased by the Lessee beyond the first 1,000 square metres may be utilised by the Lessee for the conduct of gaming upon receipt of the External Auditors’ Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met.
|
16.3.1
|
The parties agree that the Lessee shall be entitled to make available for gaming an additional 1,000 Gaming Machines (over and above the 2,500 Gaming Machines permitted under the Legislation as at the Effective Date) (“Additional Gaming Machines”) in the manner as follows:
|
(i)
|
500 of the Additional Gaming Machines may be made available for gaming by the Lessee at any time from six (6) months after the Effective Date. If at any time on or after the Effective Date and before receipt of the External Auditors’ Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met, the Lessee breaches any material term or condition contained in this Agreement, the Lessee’s entitlement to make available for gaming 3,000 Gaming Machines shall be reduced to 2,500 Gaming Machines for the duration of the breach until such breach is remedied by the Lessee; and
|
(ii)
|
the remaining 500 Additional Gaming Machines may be made available for gaming by the Lessee upon receipt of the External Auditors’ Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met.
|
16.4.1
|
The Lessor hereby consents to and grants its approval for the change of use of the area comprising the whole of the fifty-fifth (55th) floor and/or such other area(s) as may be agreed between the Lessor and the Lessee within MBS Hotel Tower 1 in the IR1 to be developed and used as part of the Casino (“New Casino Area”).
|
16.4.2
|
The Lessor shall not impose any additional terms or conditions in connection with the approvals referred to in Clause 16.4.1. Nothing in this Clause 16.4.2 shall be interpreted as restricting or limiting the ability of any other Competent Authority from imposing such terms or conditions as such Competent Authority may impose in accordance with the Law for operational compliance requirements for the New Casino Area.
|
(i)
|
[***]
|
(ii)
|
[***]
|
(iii)
|
[***]
|
(iv)
|
[***]
|
(a)
|
[***]
|
(b)
|
[***]
|
(I)
|
[***]
|
(II)
|
[***]
|
16.5.1
|
The Lessee shall be entitled to recover losses and damages suffered by it in the event that the Lessee is not granted the entitlements under Clauses 16.2 to 16.4, and/or there are more than two (2) casino licences in force under the Legislation during the Exclusivity Period and/or the Proposed Legislative Provisions are not enacted on or before the Relevant Date or any step or action is taken or not taken after enactment, including amending the aforesaid Proposed Legislative Provisions in a manner, that has the effect of not conferring the intended benefits of the Proposed Legislative Provisions and/or derogating from the rights granted under this Clause 16.
|
16.5.2
|
Each and every of the rights and remedies provided under this Clause 16.5 is cumulative and is without prejudice to any rights or remedies available to the parties under law or equity or contract, and the election of any one or more of such remedies by the parties shall not constitute a waiver by the parties of the right to pursue any other available remedies. Notwithstanding any other provision in this Agreement:
|
(i)
|
the Lessor shall not be liable under this Clause 16.5 in respect of any claim for any loss suffered by the Lessee to the extent of any corresponding savings by or net benefit to the Lessee arising therefrom; and
|
(ii)
|
the Lessee shall not be entitled to recover from the Lessor more than once in respect of the same damage suffered by the Lessee.
|
16.5.3
|
Without prejudice to the generality of the foregoing, the parties agree that:
|
(i)
|
In the event there are more than two (2) casino licences in force under the Legislation during the Exclusivity Period and/or the Proposed Legislative Provisions relating to Exclusivity Period, the Proposed Legislative Provisions relating to Gaming Area and/or the Proposed Legislative Provisions relating to Entry Levies are not enacted on or before the Relevant Date (or, any step or action is taken or not taken after enactment, including amending the aforesaid Proposed Legislative Provisions in a manner, that has the effect of not conferring the intended benefits of these Proposed Legislative Provisions and/or derogating from the rights of the Lessee under the Proposed Legislative Provisions and/or under this Clause 16), the Lessor shall pay to the Lessee compensation for any losses or damages suffered by the Lessee in connection therewith.
|
(ii)
|
In the event the Proposed Legislative Provisions relating to Gaming Machines are not enacted on or before the Relevant Date (or, any step or action is taken or not taken after enactment, including amending the aforesaid Proposed Legislative Provisions in a manner, that has the effect of not conferring the intended benefits of the Additional Gaming Machines and/or derogating from the rights of the Lessee under the Proposed Legislative Provisions relating to Gaming Machines and/or under this Clause 16), the Lessor agrees to pay to the Lessee an amount that takes into account: [***]
|
(iii)
|
In the event the Proposed Legislative Provisions relating to Casino Tax Rates are not enacted on or before the Relevant Date (or, any step or action is taken or not taken after enactment, including amending the aforesaid Proposed Legislative Provisions in a manner, that has the effect of not conferring the intended benefits of the Casino Tax Rates and/or derogating from the rights of the Lessee under the Proposed Legislative Provisions relating to Casino Tax Rates and/or under this Clause 16), the Lessor agrees to pay to the Lessee an amount equal to: [***]
|
(iv)
|
In the event the Lessee is unable to exercise the Option in accordance with Clause 16.2, and/or is not conferred the intended benefits of the Option, and/or if the Option or part thereof is rendered ineffective arising solely from the fact that any part of the Proposed Legislative Provisions relating to Gaming Area have not been enacted at the time of the exercise of the Option, the Lessor shall pay to the Lessee compensation for any losses or damages suffered by the Lessee in connection therewith.
|
16.5.4
|
The Lessor acknowledges and agrees that each of the amounts to be paid to the Lessee pursuant to Clause 16.5.3(ii) and (iii) is a genuine pre-estimate of the losses that the Lessee may suffer, and is reasonable and proportionate to protect the Lessee’s legitimate commercial interest.
|
16.6.1
|
Any dispute arising out of or in connection with this Clause 16 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 16.
|
16.6.2
|
The seat of the arbitration shall be Singapore.
|
16.6.3
|
The tribunal shall consist of three (3) arbitrator(s). Each party has the right to appoint one (1) arbitrator. The two (2) arbitrators will in turn appoint the third arbitrator, whose nationality and place of residence shall not be Singapore or United States of America, and who shall be the presiding arbitrator. Should either party fail to appoint its respective arbitrator within fourteen (14) days from the date requested by the other party, or should the two (2) arbitrators so appointed fail to appoint the third arbitrator within fourteen (14) days from the date of the last appointment of the two arbitrators, the arbitrators not so appointed shall be appointed by the President under the SIAC Rules within fourteen (14) days from a request by the parties.
|
16.6.4
|
The language of the arbitration shall be English.
|
(i)
|
annually, as soon as possible, and in any event within ninety days (90) days after the end of each respective financial year, or such extended period of time as may be approved by the Lessor in writing, audited accounts for that financial year including a balance sheet and profit and loss accounts;
|
(ii)
|
as soon as available, and in any event within ninety (90) days after the end of the first six (6) months of each financial year, unaudited profit and loss accounts as at the end of and for the relevant six (6) month period;
|
(iii)
|
such information as set out in a format to be provided at a later date which shall include the revenue received in terms of the number of visitors and the amount of visitor expenditure to the IR2; and
|
(iv)
|
promptly, such additional material, financial or other information relating to its business, assets, operations and condition (including, without limitation, financial condition) as the Lessor may from time to time reasonably request.
|
(i)
|
the actual state and condition of the Land including the existence of any structure, encroachment or thing, on or within the Land or by the Land, onto any adjacent property, the platform level of the Land and matters as regards access, ingress and egress, drainage and utility services affecting the Land; and
|
(ii)
|
any easements, rights of way, reservations, restrictive and other covenants and all other rights and encumbrances, if any, affecting the Land,
|
(i)
|
the Excluded Mines and Minerals are removed, extracted or excavated by the Lessee for the purpose of any development or redevelopment of the Land; and
|
(ii)
|
the said removal, extraction or excavation is directly incidental to and reasonably necessary for the development of the IR2 on the Land.
|
(i)
|
such part or parts of the Land as specified and in accordance with the terms set out in this Agreement and the Planning Parameters free of charge or any compensation; and
|
(ii)
|
any part or parts of the Land as may be required by them from time to time whether for roads, drainage, or any public purpose as may be declared or notified to the Lessee in a Notice by the Lessor or the relevant Competent Authorities and the Lessee shall accept as conclusive evidence that such part or parts of the Land is or are required for the purpose declared or notified. The Lessor shall not be liable to the Lessee for any payment or compensation whatsoever for or in respect of the surrender but nothing in this Clause 19.1(ii) shall affect the Lessee’s rights, if any, to claim for compensation under the Land Acquisition Act (Cap 152).
|
19A
|
RIGHTS OF LTA AND MEMBERS OF THE PUBLIC
|
(i)
|
the right of LTA without any charge, fee or payment to access, use and operate such works, structures, spaces, facilities and services (e.g. emergency exit, ventilation shafts, mechanical & electrical system, etc.) that are to be built, installed or provided by the Lessee in accordance with this Agreement (including the Planning Parameters) within the Land and integrated into the building(s) to be erected thereon or therein, for and in relation to the management, maintenance and/or operation of the Bayfront MRT Station within the Subterranean RTS Stratum; and
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(ii)
|
the right of free and uninterrupted passage by members of the public on foot along or over all corridors, staircases, passages, walkways, ramps, escalators, lifts and other forms and means of access in or on the Land and any part of the building(s) to be erected thereon or therein for the purpose of ingress and egress to and from the
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(i)
|
to carry out and complete a survey to ascertain the provisional boundaries of the Subterranean Government CST Stratum and provide to Singapore Land Authority, the Registrar of Title Plan(s) in relation thereto, within six (6) months from the date of issuance by Singapore Land Authority to the Lessor of its requisition for such survey pursuant to the terms of the Letter of Offer (or such other date as the Singapore Land Authority may specify);
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(ii)
|
to carry out and complete the respective surveys to ascertain the provisional boundaries of each of the Subterranean/Air-space Lots and provide to Singapore Land Authority, the Registrar of Title Plan(s) in relation thereto, within six (6) months from the relevant date of issuance by Singapore Land Authority to the Lessor of its requisition for the respective surveys pursuant to the terms of the Letter of Offer (or such other date as the Singapore Land Authority may specify); and
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(iii)
|
to carry out and complete in respect of:
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(a)
|
Parcel 1 excluding the Subterranean Government CST Stratum and the Subterranean RTS Stratum;
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(b)
|
Subterranean Government CST Stratum; and
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(c)
|
Subterranean/Air-space Lots,
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(i)
|
the Registrar of Title Plan(s) required under Clause 20.1(i) for the Subterranean Government CST Stratum shall be prepared based on the dimensions of the part of the CST within the Subterranean CST Stratum that is to be outside the IR2 as determined by the Government and the Urban Redevelopment Authority upon the approval of the development plans for the IR2 by the Urban Redevelopment Authority under the Planning Parameters and the grant of Provisional Permission, or in the absence of a Provisional Permission, Planning Permission for such development plans under the Planning Act;
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(ii)
|
the Registrar of Title Plan(s) required under Clause 20.1(ii) for each of the Subterranean/Air-space Lots shall be prepared based on the dimensions, form and location of the public underground/elevated pedestrian connection to be constructed within the respective Subterranean/Air-space Lots as approved by the Urban Redevelopment Authority in accordance with the Planning Parameters and for which Provisional Permission, or in the absence of a Provisional Permission, Planning Permission is granted under the Planning Act;
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(iii)
|
the cadastral survey for the Subterranean Government CST Stratum shall be carried out based on the dimensions of the part of the CST within the Subterranean CST Stratum that is outside the IR2, as constructed and completed at the time of the survey; and
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(iv)
|
the cadastral survey for the respective Subterranean/Air-space Lots shall be carried out based on the dimensions, form and location of the public underground/elevated pedestrian connection as constructed and completed within the respective Subterranean/Air-space Lots at the time of the survey.
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(i)
|
manage and operate the IR2 with its principal conceptual theme being in accordance with the Accepted Proposal or such variations, modifications or amendments as approved in accordance with this Agreement;
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(ii)
|
maintain and keep in a good and tenantable state of repair and condition the Land and all structures, fixtures, statues and exhibits, and where such works shall require the approval and consents of the Competent Authorities, the Lessee shall be obliged to obtain the same; and
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(iii)
|
make or cause to be made such capital improvements to the Land and/or the IR2 and the Key Attractions from time to time as the Lessee may deem necessary but subject always to the prior written approval of the Lessor, and where required by Law, the prior written approval of the Competent Authorities.
|
(i)
|
such subletting, underletting or parting with possession of the Land or the IR2 shall not be for any part of the Land in its vacant or undeveloped state; and
|
(ii)
|
the Lessee shall always be the main party operating the IR2.
|
(i)
|
that the assignee, purchaser, transferee or person accepting the disposition shall be bound by and undertake to comply with and observe all the terms and conditions of this Agreement; and
|
(ii)
|
the payment of charges (including, but not limited to, any differential premium, if applicable) and fees as may be determined by the Lessor.
|
(i)
|
public liability insurance; and
|
(ii)
|
workmen's compensation insurance,
|
(i)
|
making good the loss or damage in respect of the Land and/or all buildings, structures and fixtures erected or to be erected on the Land, in each case in accordance with the Accepted Proposal with such variations or modifications as may be agreed upon by the parties hereto; and/or
|
(ii)
|
the discharge of the loan facilities or financing granted by the Approved Mortgagee in relation to the payment of the Land Premium and other sums as stated in Clause 4.2, the provision of the Security Deposit and/or the construction and operation of the IR2.
|
(i)
|
discharge and pay all rates, property taxes and assessments and outgoings whatsoever charged or imposed upon the Land; and
|
(ii)
|
pay all charges (including any taxes thereon) in respect of the supply of electricity, water and gas, telecommunication services, storm water drains, refuse disposal services and all other services supplied to the Land, to the relevant body or authority supplying such services, including connections to and within the Land and the installation of incoming power panel, and any other incoming service metres required by the relevant authorities.
|
(i)
|
the Lessee fails to perform and observe any material term or condition on its part contained herein and such non-performance and non-observance shall continue for more than thirty (30) days or such extended period as may be reasonably allowed by the Lessor, after the receipt by the Lessee of the Lessor's written notice requiring compliance by the Lessee;
|
(ii)
|
the Lessee is in breach of the provisions of Clause 10.6, Clause 12.1 and/or Clause 12.2;
|
(iii)
|
any monies payable hereunder or any part thereof shall remain unpaid for a period of thirty (30) days after the Lessor has made written demand for payment of the same or such extended period as may be reasonably allowed by the Lessor;
|
(iv)
|
the Lessee enters into any composition or arrangement with or for the benefit of its creditors;
|
(v)
|
the Lessee is placed under voluntary administration or causes a meeting of its creditors to be summoned for the purpose of placing it under voluntary administration;
|
(vi)
|
an order is made for the winding up or dissolution without winding up or an effective resolution is passed for the winding up of the Lessee unless the winding up or dissolution is for the purposes of reconstruction or amalgamation and the scheme for reconstruction or amalgamation with or without modification has been first approved by the Lessor, which approval shall not be unreasonably withheld;
|
(vii)
|
a receiver or a judicial manager is appointed of the assets or undertaking or any part thereof of the Lessee or the holder of any encumbrance takes possession of such assets or undertaking or any part thereof; or
|
(viii)
|
any event occurs which, under the Law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events specified in this Clause 27.1.
|
(i)
|
to remedy the default; or
|
(ii)
|
in the case of an Event of Default which is not capable of being remedied, to pay to the Lessor at the Lessor's option an amount the Lessor finds acceptable in the exercise of reasonable judgement by way of compensation for the default,
|
(a)
|
the Lessor shall have full right power and authority to re-enter upon and resume possession of the Land or any part thereof and the IR2 and any other structure on the Land and thereupon this Agreement shall forthwith cease and determine;
|
(b)
|
all monies which have previously been paid to the Lessor by the Lessee and/or any other payment hereunder shall be forfeited and shall belong to the Lessor;
|
(c)
|
the IR2 or any completed part thereof and all materials thereat or on the Land shall belong to the Lessor absolutely; and
|
(d)
|
the Lessor shall be entitled to deal with the Land and the IR2 on such terms and conditions as the Lessor shall think fit (including but not limited to the re-disposal of the Land and any interest therein in the IR2, whether or not the construction has already commenced or completed as if this Agreement has never been entered into with the Lessee and whether by public auction, private treaty or by tender subject to such conditions and generally in such manner as the Lessor may in its discretion think fit) and without compensation or whatsoever to the Lessee.
|
(i)
|
the Lessor has given notice in writing to the Approved Mortgagee, stating that it has become entitled to terminate this Agreement and stating the reason or reasons it has become so entitled;
|
(ii)
|
a period of thirty (30) days has elapsed following the giving of that notice and the Approved Mortgagee, has not within that period of thirty (30) days by notice in writing to the Lessor agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become so entitled;
|
(iii)
|
if the Approved Mortgagee, who has agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become entitled to terminate this Agreement, has failed within a further period of thirty (30) days after that period of thirty (30) days (or such longer period as may be allowed by the Lessor) to rectify the said defaults or other matters; and
|
(iv)
|
the Approved Mortgagee, has not (if the Lessor so directs by notice in writing to the mortgagee) appointed a receiver and manager or receivers and managers of the Land (but this Subclause (iv) shall not apply if the Approved Mortgagee, has on a previous occasion appointed a receiver and manager or receivers and managers whose appointment has not been terminated).
|
(i)
|
the same arises without the fault or negligence of the affected party;
|
(ii)
|
the affected party notifies the other party within two (2) Business Days of becoming aware of the same of such event of Force Majeure and the manner and extent to which its obligations are likely to be prevented or delayed; and
|
(iii)
|
in the event that any event of Force Majeure results in any delay or failure by the Lessee to Commence Construction within three (3) years from the Effective Date, pay or incur one hundred per cent (100%) of the Development Investment within eight (8) years from the Effective Date, or Complete one hundred per cent (100%) of the
|
28A
|
TRIAL PIT TESTS
|
(i)
|
conduct trial pit tests (the “Trial Pit Tests”) on the Land for the purpose of determining the nature and extent of changes in the soil, ground and environmental conditions arising directly or indirectly from or in connection with the Lessee’s activities, use and/or occupation of the Land, such Trial Pit Tests to be carried out in such manner as
|
(ii)
|
where the Trial Pit Tests indicate the presence of Contaminants in, on, under or within the Land, arising directly or indirectly from or in connection with the Lessee’s activities, use and/or occupation of the Land:
|
(a)
|
carry out and complete, within such time as may be stipulated by the Lessor, such works as may be necessary to remediate the Land to a state and condition acceptable to the Lessor; and
|
(b)
|
upon completion of the works referred to in Clause 28A(ii)(a) above, carry out such tests (the “Post-Works Tests”) as may be required by the Lessor, to verify that the Land has been remediated to the state and condition acceptable to the Lessor.
|
(i)
|
rubbish, debris, waste, obstructions and any other undesirable material whether present at the commencement of the Lease Term or otherwise; or
|
(ii)
|
any substance that:
|
(a)
|
is polluting or injurious;
|
(b)
|
is foreign to, or in excess of, or which alters the natural constituents of, the natural soil, ground and environmental conditions on, in, under or within the Land; and/or
|
(c)
|
may, in the Lessor’s reasonable opinion, adversely affect the Land.
|
(i)
|
any damage to the Land; or
|
(ii)
|
any loss, damage or injury from any cause whatsoever to property or person caused or contributed to by the use of the Land by the Lessee or occurring on the Land or occasioned or contributed to by any act, omission, negligence, breach or default of the Lessee or any servant, agent, sub-tenant, invitee of the Lessee or any other person claiming through or under the Lessee.
|
(i)
|
all costs and fees including legal fees, all survey fees and other professional fees and costs on a full indemnity basis incurred by the Lessor in connection with the enforcement of the terms and conditions of this Agreement and/or the Lease and in respect of all matters incidental thereto or arising therefrom;
|
(ii)
|
any amount imposed, or charged by any Government or any Competent Authority, statutory or tax authority as GST on any sum or sums due to or payable to the Lessor under this Agreement and/or the Lease and a statement from the Lessor to the Lessee of the amount payable shall be conclusive of the amount of such GST due and as to the Lessee's liability therefor; and
|
(iii)
|
all costs and expenses in obtaining all licences, permissions, approvals and consents that may be required by the Lessor and the Competent Authorities for the purpose of the construction, development and establishment of the IR2 and all matters incidental thereto.
|
Fax:
|
(65) 6732 2108
|
(i)
|
if sent by prepaid post, on the date of actual receipt;
|
(ii)
|
if delivered by hand, on the date of delivery; and
|
(iii)
|
if sent by facsimile and a correct and complete transmission report for that transmission is obtained by the sender, upon transmission if transmission takes place on a Business Day before 4:00 pm in the place to which the communication is transmitted and in any other case on the Business Day next following the day of transmission.
|
/s/ Keith Tan
|
/s/ Robert Goldstein
|
/s/ George Tanasijevich
|
Date:
|
July 24, 2019
|
By:
|
|
/S/ SHELDON G. ADELSON
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
July 24, 2019
|
By:
|
|
/S/ PATRICK DUMONT
|
|
|
|
|
Patrick Dumont
Chief Financial Officer
|
Date:
|
July 24, 2019
|
By:
|
|
/S/ SHELDON G. ADELSON
|
|
|
|
|
Sheldon G. Adelson
Chief Executive Officer
|
Date:
|
July 24, 2019
|
By:
|
|
/S/ PATRICK DUMONT
|
|
|
|
|
Patrick Dumont
Chief Financial Officer
|