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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________ 
Form 10-Q
_________________________________________________________ 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32373
_________________________________________________________ 
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)
_________________________________________________________ 
Nevada 27-0099920
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification No.)
 
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 414-1000
(Registrant’s telephone number, including area code)
 _________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ($0.001 par value) LVS New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class    Outstanding at October 21, 2020
Common Stock ($0.001 par value)    763,828,127 shares

Table of Contents
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
Item 1.
3
3
4
5
6
7
8
Item 2.
25
Item 3.
53
Item 4.
54
Item 1.
55
Item 1A.
55
Item 6.
57
58
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2020 		December 31,
2019
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,381  $ 4,226 
Restricted cash and cash equivalents 17  16 
Accounts receivable, net of provision for credit losses of $292 and $282
382  844 
Inventories 34  37 
Prepaid expenses and other 144  182 
Total current assets 2,958  5,305 
Property and equipment, net 14,992  14,844 
Deferred income taxes, net 327  282 
Leasehold interests in land, net 2,210  2,272 
Intangible assets, net 28  42 
Other assets, net 467  454 
Total assets $ 20,982  $ 23,199 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 70  $ 149 
Construction payables 293  334 
Other accrued liabilities 1,684  2,396 
Income taxes payable 136  275 
Current maturities of long-term debt 72  70 
Total current liabilities 2,255  3,224 
Other long-term liabilities 518  513 
Deferred income taxes 184  183 
Deferred amounts related to mall sale transactions 345  350 
Long-term debt 13,840  12,422 
Total liabilities 17,142  16,692 
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, 833 shares issued, 764 shares outstanding
1  1 
Treasury stock, at cost, 69 shares
(4,481) (4,481)
Capital in excess of par value 6,605  6,569 
Accumulated other comprehensive loss (38) (3)
Retained earnings 1,112  3,101 
Total Las Vegas Sands Corp. stockholders’ equity 3,199  5,187 
Noncontrolling interests 641  1,320 
Total equity 3,840  6,507 
Total liabilities and equity $ 20,982  $ 23,199 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions, except per share data)
(Unaudited)
Revenues:
Casino
$ 340  $ 2,321  $ 1,527  $ 7,343 
Rooms
76  439  358  1,318 
Food and beverage
54  199  205  655 
Mall
83  175  228  501 
Convention, retail and other
33  116  148  413 
Net revenues
586  3,250  2,466  10,230 
Operating expenses:
Casino
313  1,240  1,238  3,988 
Rooms
61  109  203  332 
Food and beverage
82  162  287  514 
Mall
13  19  41  54 
Convention, retail and other
34  72  117  227 
Provision for credit losses
25  4  60  15 
General and administrative
263  364  844  1,109 
Corporate
33  59  145  262 
Pre-opening
5  9  14  23 
Development
3  4  18  13 
Depreciation and amortization
292  284  867  874 
Amortization of leasehold interests in land
14  14  41  37 
Loss on disposal or impairment of assets
58  11  68  18 
1,196  2,351  3,943  7,466 
Operating income (loss)
(610) 899  (1,477) 2,764 
Other income (expense):
Interest income
3  20  20  57 
Interest expense, net of amounts capitalized
(137) (137) (386) (421)
Other income (expense)
(4) (7) 30  (8)
Gain on sale of Sands Bethlehem
—  —  —  556 
Loss on modification or early retirement of debt
—  (24) —  (24)
Income (loss) before income taxes
(748) 751  (1,813) 2,924 
Income tax (expense) benefit
17  (82) 46  (403)
Net income (loss)
(731) 669  (1,767) 2,521 
Net (income) loss attributable to noncontrolling interests
166  (136) 381  (452)
Net income (loss) attributable to Las Vegas Sands Corp.
$ (565) $ 533  $ (1,386) $ 2,069 
Earnings (loss) per share:
Basic
$ (0.74) $ 0.69  $ (1.81) $ 2.68 
Diluted
$ (0.74) $ 0.69  $ (1.81) $ 2.68 
Weighted average shares outstanding:
Basic
764  769  764  772 
Diluted
764  769  764  772 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
(Unaudited)
Net income (loss)
$ (731) $ 669  $ (1,767) $ 2,521 
Currency translation adjustment
36  (58) (30) (36)
Total comprehensive income (loss)
(695) 611  (1,797) 2,485 
Comprehensive (income) loss attributable to noncontrolling interests
166  (133) 376  (450)
Comprehensive income (loss) attributable to Las Vegas Sands Corp.
$ (529) $ 478  $ (1,421) $ 2,035 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Las Vegas Sands Corp. Stockholders’ Equity    
Common
Stock 		Treasury
Stock 		Capital in
Excess of
Par Value 		Accumulated
Other
Comprehensive
Loss 		Retained
Earnings 		Noncontrolling
Interests 		Total
(In millions)
(Unaudited)
Balance at June 30, 2019 $ 1  $ (4,081) $ 6,541  $ (19) $ 3,118  $ 1,022  $ 6,582 
Net income
—  —  —  —  533  136  669 
Currency translation adjustment
—  —  —  (55) —  (3) (58)
Exercise of stock options
—  —  5  —  —  —  5 
Stock-based compensation
—  —  8  —  —  1  9 
Repurchase of common stock
—  (100) —  —  —  —  (100)
Dividends declared ($0.77 per share) and noncontrolling interest payments (Note 4)
—  —  —  —  (592) —  (592)
Balance at September 30, 2019 $ 1  $ (4,181) $ 6,554  $ (74) $ 3,059  $ 1,156  $ 6,515 
Balance at January 1, 2019 $ 1  $ (3,727) $ 6,680  $ (40) $ 2,770  $ 1,061  $ 6,745 
Net income
—  —  —  —  2,069  452  2,521 
Currency translation adjustment
—  —  —  (34) —  (2) (36)
Exercise of stock options
—  —  35  —  —  9  44 
Stock-based compensation
—  —  24  —  —  3  27 
Disposition of interest in majority owned subsidiary
—  —  (185) —  —  266  81 
Repurchase of common stock
—  (454) —  —  —  —  (454)
Dividends declared ($2.31 per share) and noncontrolling interest payments (Note 4)
—  —  —  —  (1,780) (633) (2,413)
Balance at September 30, 2019 $ 1  $ (4,181) $ 6,554  $ (74) $ 3,059  $ 1,156  $ 6,515 
Balance at June 30, 2020 $ 1  $ (4,481) $ 6,597  $ (74) $ 1,677  $ 805  $ 4,525 
Net loss
—  —  —  —  (565) (166) (731)
Currency translation adjustment
—  —  —  36  —  —  36 
Exercise of stock options
—  —  3  —  —  1  4 
Stock-based compensation
—  —  4  —  —  1  5 
Other —  —  1  —  —  —  1 
Balance at September 30, 2020 $ 1  $ (4,481) $ 6,605  $ (38) $ 1,112  $ 641  $ 3,840 
Balance at January 1, 2020 $ 1  $ (4,481) $ 6,569  $ (3) $ 3,101  $ 1,320  $ 6,507 
Net loss
—  —  —  —  (1,386) (381) (1,767)
Currency translation adjustment
—  —  —  (35) —  5  (30)
Exercise of stock options
—  —  20  —  —  2  22 
Stock-based compensation
—  —  15  —  —  3  18 
Other —  —  1  —  —  —  1 
Dividends declared ($0.79 per share) (Note 4)
—  —  —  —  (603) (308) (911)
Balance at September 30, 2020 $ 1  $ (4,481) $ 6,605  $ (38) $ 1,112  $ 641  $ 3,840 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2020 2019
(In millions)
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ (1,767) $ 2,521 
Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:
Depreciation and amortization 867  874 
Amortization of leasehold interests in land 41  37 
Amortization of deferred financing costs and original issue discount 32  24 
Amortization of deferred gain on mall sale transactions (4) (4)
Loss on modification or early retirement of debt —  24 
Loss on disposal or impairment of assets 42  11 
Gain on sale of Sands Bethlehem —  (556)
Stock-based compensation expense 17  26 
Provision for credit losses 60  15 
Foreign exchange (gain) loss (29) 9 
Deferred income taxes (40) 155 
Changes in operating assets and liabilities:
Accounts receivable 394  (56)
Other assets (21) (60)
Leasehold interests in land —  (969)
Accounts payable (77) (4)
Other liabilities (831) (251)
Net cash generated from (used in) operating activities (1,316) 1,796 
Cash flows from investing activities:
Net proceeds from sale of Sands Bethlehem —  1,160 
Capital expenditures (1,078) (756)
Proceeds from disposal of property and equipment 1  1 
Acquisition of intangible assets —  (53)
Net cash generated from (used in) investing activities (1,077) 352 
Cash flows from financing activities:
Proceeds from exercise of stock options 22  44 
Repurchase of common stock —  (454)
Dividends paid and noncontrolling interest payments (911) (2,413)
Proceeds from long-term debt (Note 2) 1,945  3,500 
Repayments of long-term debt (Note 2) (451) (3,518)
Payments of financing costs (30) (127)
Net cash generated from (used in) financing activities 575  (2,968)
Effect of exchange rate on cash, cash equivalents and restricted cash (26) (9)
Decrease in cash, cash equivalents and restricted cash (1,844) (829)
Cash, cash equivalents and restricted cash at beginning of period 4,242  4,661 
Cash, cash equivalents and restricted cash at end of period $ 2,398  $ 3,832 
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized $ 379  $ 401 
Cash payments for taxes, net of refunds $ 125  $ 220 
Change in construction payables $ (41) $ 126 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2019, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.
COVID-19 Pandemic
In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). As a result, people across the globe were advised to avoid non-essential travel. Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.
Macao
Visitation to Macao has decreased substantially, driven by various government policies limiting travel. The China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes were suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, had been enacted by the government for Macao residents, residents of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers. The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all of mainland China effective September 23, 2020. All China residents with the appropriate travel documents, a negative COVID-19 test result and a green health-code are exempt from quarantine. Hong Kong and Taiwan residents who have not visited a foreign country in the prior 14 days and tested negative for COVID-19 are allowed to enter Macao subject to a mandatory 14 days of centralized isolation. All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.
The Macao government suspended all gaming operations beginning on February 5, 2020. The Company’s Macao casino operations resumed on February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020. Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection. The Company is currently unable to determine when these measures will be modified or cease to be necessary.
Some of the Company’s Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”) which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020. Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house individuals who return to Macao for quarantine purposes.
Restaurants across the Company’s Macao properties are progressively reopening as guest visitation increases. The majority of retail outlets in the Company’s various shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020. In response, the Company suspended its Macao ferry operations between Macao and Hong Kong. The timing and manner in which the Company’s normal ferry operations will be able to resume are currently unknown.
Our operations in Macao have been significantly impacted by the lack of visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased 69.2% and 99.3% for the quarters ended March 31 and June 30, 2020, respectively, and decreased by 97.4% and 92.4% in July and August 2020, as compared to the same periods in 2019. The Macao government also announced gross gaming revenue decreased by 82.5% in the nine months ended September 2020, as compared to the same period in 2019.
Singapore
Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic. The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and the retail mall operations. The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members. As of July 9, 2020, the casino opened to all SRC members. All operations are currently subject to limited capacities.
On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine. The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020. Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020. On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020. The date on which nightlife venues may reopen is unknown at this time.
In the months leading up to the closure, visitation to Marina Bay Sands declined. The Singapore Tourism Board announced for the quarters ended March 31 and June 30, 2020, total visitation to Singapore decreased approximately 43.2% and 100%, respectively, as compared to the same periods in 2019. Total visitation decreased by approximately 99.6% and 99.5% in July and August 2020, respectively, as compared to the same periods in 2019.
Las Vegas
On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic. On May 28, 2020, the Nevada government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada. The Company reopened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity. Beginning October 1, 2020, the limit for both public and private events was increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed. Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements. Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.
Visitation to the Company’s Las Vegas Operating Properties declined in the months leading up to the closure. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019. Total visitation decreased by 61% and 57% in July and August 2020, respectively, as compared to the same periods in 2019. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared to
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
the same periods in 2019. Total gross gaming revenue decreased by 39.2% in July and August 2020, as compared to the same periods in 2019.
Summary
The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company’s financial condition and operations during the nine months ended September 30, 2020. The duration and intensity of this global health emergency and related disruptions are uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism customers to spend on travel and entertainment and business customers to spend on MICE.
While each of the Company’s properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues to evolve. The Company cannot predict the manner in which governments will react as the global and regional impact of COVID-19 changes over time, which could significantly alter the Company’s current operations.
The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.38 billion and access to $1.50 billion, $2.02 billion and $433 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.69 billion at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of September 30, 2020. The Company also has the option to increase the total borrowing capacity under the 2018 SCL Revolving Facility by an aggregate amount of up to $1.0 billion, for an aggregate total available borrowing capacity of up to $3.0 billion. The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 2 — Long-Term Debt
Long-term debt consists of the following:
September 30,
2020 		December 31,
2019
(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $12 and $14, respectively)
$ 1,738  $ 1,736 
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)
496  495 
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $11 and $12, respectively)
989  988 
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $8)
742  742 
Macao Related(1):
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $9 and $11, respectively, and a positive cumulative fair value adjustment of $11 as of December 31, 2019)
1,791  1,800 
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively, and a positive cumulative fair value adjustment of $11 as of December 31, 2019)
1,788  1,798 
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $8)
792  — 
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $17 and $19, respectively, and a positive cumulative fair value adjustment of $12 as of December 31, 2019)
1,883  1,893 
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $10)
690  — 
Other 22  17 
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $51 and $54, respectively)
2,935  3,023 
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)
45  — 
Other 1  — 
13,912  12,492 
Less — current maturities (72) (70)
Total long-term debt $ 13,840  $ 12,422 
____________________
(1)Unamortized deferred financing costs of $94 million and $100 million as of September 30, 2020 and December 31, 2019, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.
LVSC Revolving Facility
On September 23, 2020, LVSC entered into an amendment agreement (the "Amendment") with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Amendment, the LVSC Revolving Credit Agreement was amended to (a) remove the requirement to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiscal quarter of LVSC during the period commencing on October 31, 2020, through and including December 31, 2021 (such period, the “Relevant Period”); (b) include a requirement for LVSC to maintain a minimum liquidity of $350 million as of the last day of each month during the Relevant Period; and (c) include a limitation on LVSC’s
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
ability to declare or pay any dividend or other distribution during the period commencing on the closing date of the amendment, through and including December 31, 2021, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution. Pursuant to the Amendment, LVSC agreed to pay a customary fee to the lenders that consented.
As of September 30, 2020, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.
SCL Senior Notes
On June 4, 2020, Sands China Ltd. (“SCL”) issued, in a private offering, two series of senior unsecured notes in an aggregate principal amount of $1.50 billion, consisting of $800 million of 3.800% Senior Notes due January 8, 2026 (the “2026 SCL Senior Notes”) and $700 million of 4.375% Senior Notes due June 18, 2030 (the “2030 SCL Senior Notes”). The net proceeds from the offering will be used for incremental liquidity and general corporate purposes. There are no interim principal payments on the 2026 or 2030 SCL Senior Notes and interest is payable semi-annually in arrears on January 8 and July 8, commencing on January 8, 2021, with respect to the 2026 SCL Senior Notes, and on June 18 and December 18, commencing on December 18, 2020, with respect to the 2030 SCL Senior Notes.
The 2026 and 2030 SCL Senior Notes are senior unsecured obligations of SCL. Each series of notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any. The notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries. None of SCL’s subsidiaries guarantee the notes.
The 2026 and 2030 SCL Senior Notes were issued pursuant to an indenture, dated June 4, 2020 (the “Indenture”), between SCL and U.S. Bank National Association, as trustee. The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis. The Indenture also provides for customary events of default.
2018 SCL Credit Facility
On March 27, 2020, SCL entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements for SCL to comply with the requirements that SCL ensure the consolidated leverage ratio does not exceed 4.0x and the consolidated interest coverage ratio is not less than 2.5x for any quarterly period ending during the period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “SCL Relevant Period”) (other than with respect to the financial year ended on December 31, 2019); (b) waived any default that may arise as a result of any breach of said requirements during the SCL Relevant Period (other than with respect to the financial year ended on December 31, 2019); and (c) extended the period of time during which SCL may supply the agent with (i) its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020; and (ii) its audited consolidated financial statements for the financial year ending on December 31, 2020, to April 30, 2021. Pursuant to the Waiver Letter, SCL agreed to pay a customary fee to the lenders that consented.
On September 11, 2020, SCL entered into a waiver extension and amendment request letter (the “Waiver Extension Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend the SCL Relevant Period such that it ends on, and includes, January 1, 2022 instead of July 1, 2021; and (b) amend and restate the 2018 SCL Credit Facility in the form attached to the Waiver Extension Letter, which contains the following amendments: (1) it provides SCL with the option to increase the total borrowing capacity by an aggregate amount of up to $1.0 billion; and (2) it imposes a restriction on the ability of SCL to declare or make any dividend payment or similar distribution at any time during the period from (and including) July 1, 2020 to (and including) January 1, 2022, if at such time (x) the total borrowing capacity exceeds $2.0 billion by
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
operation of the increase referred to above; and (y) the maximum consolidated leverage ratio is greater than 4.0x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date; and (ii) the aggregate amount of the undrawn facility under the 2018 SCL Credit Facility and unused commitments under other credit facilities of SCL is greater than $2.0 billion. Pursuant to the Waiver Extension Letter, SCL agreed to pay a customary fee to the lenders that consented.
As of September 30, 2020, SCL had $2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments (13.81 billion Hong Kong dollars or “HKD,” approximately $1.78 billion at exchange rates in effect on September 30, 2020) and U.S. dollar commitments ($237 million).
2012 Singapore Credit Facility
On June 18, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS” or the “Borrower”), entered into an amendment letter (the “Amendment Letter”) with DBS Bank Ltd. (“DBS”), as agent. The Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, the “Facility Agreement”), among the Borrower, the lenders party thereto, DBS, as the agent, and the other parties thereto.
The Amendment Letter (a) modifies the financial covenant provisions under the Facility Agreement such that the Borrower will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021 (the “Waiver Period”); (b) extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule, in each case for the MBS Expansion Project; and (c) permits the Borrower to make dividend payments during the Waiver Period of (i) an unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25x and (ii) up to SGD 500 million per fiscal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25x, subject to the additional requirements that (a) the aggregate amount of the Borrower’s cash plus Facility B availability is greater than or equal to SGD 800 million immediately following such dividend payment and (b) the Borrower’s interest coverage ratio is higher than 3.0x. Pursuant to the Amendment Letter, MBS agreed to pay a customary fee on June 19, 2020, to the lenders that consented thereto.
As of September 30, 2020, MBS had SGD 592 million (approximately $433 million at exchange rates in effect on September 30, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $112 million at exchange rates in effect on September 30, 2020).
During the three months ended September 30, 2020, MBS borrowed SGD 62 million (approximately $46 million at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility. As of September 30, 2020, SGD 3.69 billion (approximately $2.69 billion at exchange rates in effect on September 30, 2020) remains available to be drawn under the Singapore Delayed Draw Term Facility.
Debt Covenant Compliance
As of September 30, 2020, management believes the Company was in compliance with all debt covenants.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:
Nine Months Ended
September 30,
2020 2019
(In millions)
Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496  $ — 
Proceeds from 2018 SCL Credit Facility 403  — 
Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term 46  — 
Proceeds from LVSC Senior Notes —  3,500 
$ 1,945  $ 3,500 
Repayments on 2018 SCL Credit Facility $ (404) $ — 
Repayments on 2012 Singapore Credit Facility (45) (31)
Repayments on 2013 U.S. Credit Facility —  (3,484)
Repayments on HVAC Equipment Lease and Other Long-Term Debt (2) (3)
$ (451) $ (3,518)
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of September 30, 2020 and December 31, 2019, was approximately $14.64 billion and $13.21 billion, respectively, compared to its contractual value of $14.03 billion and $12.58 billion, respectively. The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 3 — Accounts Receivable, Net and Customer Contract Related Liabilities
Accounts Receivable and Provision for Credit Losses
Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to gaming promoters in Macao. These receivables can be offset against commissions payable to the respective gaming promoters. Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from customers and gaming promoters residing in these countries.
Accounts receivable primarily consists of casino receivables. Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change.
The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.
Credit or marker play was 28.2%, 15.2% and 70.8% of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the nine months ended September 30, 2020. The Company’s provision for casino credit losses was 48.8% and 32.3% of gross casino receivables as of September 30, 2020 and December 31, 2019, respectively. The Company’s provision for credit losses from its hotel and other receivables is not material.
Accounts receivable, net, consists of the following:
September 30,
2020 		December 31,
2019
(In millions)
Casino
$ 584  $ 858 
Rooms
19  88 
Mall
28  93 
Other
43  87 
674  1,126 
Less - provision for credit losses
(292) (282)
$ 382  $ 844 
The following table shows the movement in the provision for credit losses recognized for accounts receivable:
September 30,
2020 		September 30,
2019
(In millions)
Balance at beginning of year $ 282  $ 324 
Current period provision for credit losses
60  15 
Write-offs
(49) (50)
Recoveries of receivables previously written-off
—  1 
Exchange rate impact
(1) (3)
Balance at end of period $ 292  $ 287 
Impacts of Adoption
On January 1, 2020, the Company adopted the guidance under the accounting standard update (“ASU”) issued in June 2016 by the Financial Accounting Standards Board (“FASB”). The ASU revised the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The adoption, which was applied on a modified retrospective basis, did not have a material impact on the Company’s financial condition and results of operations and therefore did not result in an adjustment to retained earnings as of January 1, 2020.
Customer Contract Related Liabilities
The Company provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table summarizes the liability activity related to contracts with customers:
Outstanding Chip Liability Loyalty Program Liability
Customer Deposits and Other Deferred Revenue(1)
2020 2019 2020 2019 2020 2019
(In millions)
Balance at January 1 $ 540  $ 551  $ 68  $ 66  $ 724  $ 827 
Balance at September 30
311  544  67  67  754  741 
Increase (decrease) $ (229) $ (7) $ (1) $ 1  $ 30  $ (86)
____________________
(1)Of this amount, $152 million, $154 million, $151 million and $152 million as of September 30, 2020, January 1, 2020, September 30, 2019 and January 1, 2019, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 4 — Equity and Earnings Per Share
Common Stock
Dividends
On March 26, 2020, the Company paid a dividend of $0.79 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2020, the Company recorded $603 million as a distribution against retained earnings (of which $342 million related to the principal stockholder and his family and the remaining $261 million related to all other stockholders).
In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic.
Repurchase Program
In June 2018, the Company's Board of Directors authorized the repurchase of $2.50 billion of its outstanding common stock, which was to expire in November 2020. In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022. Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions. All share repurchases of the Company's common stock have been recorded as treasury stock.
Noncontrolling Interests
On February 21, 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $1.03 billion, of which the Company retained $717 million during the nine months ended September 30, 2020).
On April 17, 2020, SCL announced it will not pay a final dividend for 2019 due to the impact of the COVID-19 Pandemic.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
764  769  764  772 
Potential dilution from stock options and restricted stock and stock units
—  —  —  — 
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
764  769  764  772 
Antidilutive stock options excluded from the calculation of diluted earnings per share
9  3  9  3 

Note 5 — Leases
Lessor
Lease revenue consists of the following:
Three months ended September 30,
2020 2019
Mall Other Mall Other
(In millions)
Minimum rents $ 132  $ 1  $ 129  $ 5 
Overage rents 7  1  19  — 
Rent concessions(1)
(78) —  —  — 
Total overage rents and rent concessions (71) 1  19  — 
$ 61  $ 2  $ 148  $ 5 

Nine months ended September 30,
2020 2019
Mall Other Mall Other
(In millions)
Minimum rents $ 395  $ 6  $ 387  $ 12 
Overage rents 13  1  38  1 
Rent concessions(1)
(248) (2) —  — 
Total overage rents and rent concessions (235) (1) 38  1 
$ 160  $ 5  $ 425  $ 13 
___________________
(1)Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall and other operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 6 — Commitments and Contingencies
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.
Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.
On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010.
On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim was for 3.0 billion patacas (approximately $376 million at exchange rates in effect on September 30, 2020). The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013.
On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision.
On June 5, 2015, the U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.
On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $12.08 billion at exchange rates in effect on September 30, 2020), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage.
On September 2, 2019, the U.S. Defendants moved to revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs. On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The U.S. Defendants appealed that deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds. The U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and Messrs. Weidner and Friedman, individually. The Macao Judicial Court denied the motion to revoke legal aid on January 14, 2020.
On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defendants appealed the decision granting AAEC’s request. On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court.
On June 18, 2020, the U.S. Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021.
The Macao Action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

Note 7 — Segment Information
The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas Operating Properties; and, through May 30, 2019, Sands Bethlehem. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) to reconcile to the condensed consolidated results of operations and financial condition. The Company has included Corporate and Other (which includes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to the condensed consolidated financial condition.
The Company’s segment information as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019 is as follows:
Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2020
Macao:
The Venetian Macao $ 32  $ 3  $ 2  $ 28  $ 3  $ 68 
Sands Cotai Central 5  2  3  9  3  22 
The Parisian Macao 26  4  3  6  1  40 
The Plaza Macao and Four Seasons Hotel Macao
10  1  —  13  1  25 
Sands Macao 11  —  1  —  —  12 
Ferry Operations and Other —  —  —  —  4  4 
84  10  9  56  12  171 
Marina Bay Sands 197  25  22  28  9  281 
Las Vegas Operating Properties 59  41  23  —  29  152 
Intercompany eliminations(1)
—  —  —  (1) (17) (18)
Total net revenues $ 340  $ 76  $ 54  $ 83  $ 33  $ 586 
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2019
Macao:
The Venetian Macao $ 689  $ 58  $ 17  $ 65  $ 22  $ 851 
Sands Cotai Central 359  81  24  19  4  487 
The Parisian Macao 312  33  18  13  5  381 
The Plaza Macao and Four Seasons Hotel Macao
146  10  7  32  1  196 
Sands Macao 159  4  6  —  2  171 
Ferry Operations and Other —  —  —  —  26  26 
1,665  186  72  129  60  2,112 
Marina Bay Sands 553  109  61  46  24  793 
Las Vegas Operating Properties 103  144  66  —  93  406 
Intercompany eliminations(1)
—  —  —  —  (61) (61)
Total net revenues $ 2,321  $ 439  $ 199  $ 175  $ 116  $ 3,250 
Nine Months Ended September 30, 2020
Macao:
The Venetian Macao $ 288  $ 25  $ 8  $ 75  $ 15  $ 411 
Sands Cotai Central 129  29  12  25  7  202 
The Parisian Macao 111  18  9  16  4  158 
The Plaza Macao and Four Seasons Hotel Macao
101  6  4  39  1  151 
Sands Macao 80  3  3  1  1  88 
Ferry Operations and Other —  —  —  —  22  22 
709  81  36  156  50  1,032 
Marina Bay Sands 643  100  65  73  35  916 
Las Vegas Operating Properties 175  177  104  —  132  588 
Intercompany eliminations(1)
—  —  —  (1) (69) (70)
Total net revenues $ 1,527  $ 358  $ 205  $ 228  $ 148  $ 2,466 
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Nine Months Ended September 30, 2019
Macao:
The Venetian Macao $ 2,127  $ 168  $ 56  $ 183  $ 68  $ 2,602 
Sands Cotai Central 1,162  242  74  51  18  1,547 
The Parisian Macao 1,042  97  53  40  17  1,249 
The Plaza Macao and Four Seasons Hotel Macao
481  30  23  94  3  631 
Sands Macao 439  13  20  2  4  478 
Ferry Operations and Other —  —  —  —  86  86 
5,251  550  226  370  196  6,593 
Marina Bay Sands 1,565  304  172  131  76  2,248 
United States:
Las Vegas Operating Properties 328  457  246  —  312  1,343 
Sands Bethlehem(2)
199  7  11  1  9  227 
527  464  257  1  321  1,570 
Intercompany eliminations(1)
—  —  —  (1) (180) (181)
Total net revenues $ 7,343  $ 1,318  $ 655  $ 501  $ 413  $ 10,230 
____________________
(1)Intercompany eliminations include royalties and other intercompany services.
(2)The Company completed the sale of Sands Bethlehem on May 31, 2019.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ 1  $ 1  $ 3  $ 3 
Ferry Operations and Other 4  7  16  20 
5  8  19  23 
Marina Bay Sands 1  1  4  3 
Las Vegas Operating Properties(1)
12  52  47  155 
Total intersegment revenues $ 18  $ 61  $ 70  $ 181 
____________________
(1)Primarily consists of royalties from the Company’s international operations.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao $ (78) $ 342  $ (126) $ 1,039 
Sands Cotai Central (71) 169  (150) 546 
The Parisian Macao (40) 120  (124) 422 
The Plaza Macao and Four Seasons Hotel Macao (15) 75  (5) 243 
Sands Macao (26) 52  (58) 135 
Ferry Operations and Other (3) (3) (15) (7)
(233) 755  (478) 2,378 
Marina Bay Sands 70  435  239  1,204 
United States:
Las Vegas Operating Properties (40) 93  (74) 367 
Sands Bethlehem(1)
—  —  —  52 
(40) 93  (74) 419 
Consolidated adjusted property EBITDA(2)
(203) 1,283  (313) 4,001 
Other Operating Costs and Expenses
Stock-based compensation(3)
(2) (3) (11) (10)
Corporate (33) (59) (145) (262)
Pre-opening (5) (9) (14) (23)
Development (3) (4) (18) (13)
Depreciation and amortization (292) (284) (867) (874)
Amortization of leasehold interests in land (14) (14) (41) (37)
Loss on disposal or impairment of assets (58) (11) (68) (18)
Operating income (loss) (610) 899  (1,477) 2,764 
Other Non-Operating Costs and Expenses
Interest income 3  20  20  57 
Interest expense, net of amounts capitalized (137) (137) (386) (421)
Other income (expense) (4) (7) 30  (8)
Gain on sale of Sands Bethlehem —  —  —  556 
Loss on modification or early retirement of debt —  (24) —  (24)
Income tax (expense) benefit 17  (82) 46  (403)
Net income (loss) $ (731) $ 669  $ (1,767) $ 2,521 
 ____________________
(1)The Company completed the sale of Sands Bethlehem on May 31, 2019.
(2)Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain on sale of Sands Bethlehem, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.
(3)During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $6 million and $8 million, respectively, of which $4 million and $5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $20 million and $26 million, respectively, of which $9 million and $16 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
Nine Months Ended
September 30,
2020 2019
(In millions)
Capital Expenditures
Corporate and Other $ 4  $ 57 
Macao:
The Venetian Macao 103  75 
Sands Cotai Central 591  178 
The Parisian Macao 9  21 
The Plaza Macao and Four Seasons Hotel Macao 147  125 
Sands Macao 6  10 
Ferry Operations and Other 1  1 
857  410 
Marina Bay Sands 137  134 
United States:
Las Vegas Operating Properties 80  153 
Sands Bethlehem(1)
—  2 
80  155 
Total capital expenditures $ 1,078  $ 756 
____________________
(1)The Company completed the sale of Sands Bethlehem on May 31, 2019.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
September 30,
2020 		December 31,
2019
(In millions)
Total Assets
Corporate and Other $ 876  $ 1,390 
Macao:
The Venetian Macao 2,726  3,243 
Sands Cotai Central 4,127  4,504 
The Parisian Macao 2,188  2,351 
The Plaza Macao and Four Seasons Hotel Macao 1,221  1,239 
Sands Macao 262  324 
Ferry Operations and Other 141  156 
10,665  11,817 
Marina Bay Sands 5,486  5,880 
Las Vegas Operating Properties 3,955  4,112 
Total assets $ 20,982  $ 23,199 
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
COVID-19 Pandemic
In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). As a result, people across the globe were advised to avoid non-essential travel. Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.
Visitation to Macao has decreased substantially, driven by various government policies limiting travel. The China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes were suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, had been enacted by the government for Macao residents, residents of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers. The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all of mainland China effective September 23, 2020. All China residents with the appropriate travel documents, a negative COVID-19 test result and a green health-code are exempt from quarantine. Hong Kong and Taiwan residents who have not visited a foreign country in the prior 14 days and tested negative for COVID-19 are allowed to enter Macao subject to a mandatory 14 days of centralized isolation. All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.
The Macao government suspended all gaming operations beginning on February 5, 2020. Our Macao casino operations resumed on February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020. Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection. Our management team is currently unable to determine when these measures will be modified or cease to be necessary.
Some of our Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”), which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020, and remain open and operational. Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house individuals who return to Macao for quarantine purposes.
Restaurants across our Macao properties are progressively reopening as guest visitation increases. The majority of retail outlets in the various shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.
The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020. In response, we have suspended our Macao ferry operations between Macao and Hong Kong. The timing and manner in which our normal ferry operations will be able to resume are currently unknown.
Our operations in Macao have been significantly impacted by the lack of visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased 69.2% and 99.3% for the quarters ended March 31 and June 30, 2020, respectively, and decreased by 97.4% and 92.4% in July and August 2020, as
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compared to the same periods in 2019. The Macao government also announced gross gaming revenue decreased by 82.5% in the nine months ended September 2020, as compared to the same period in 2019.
Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic. Our Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and the retail mall operations. The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members. As of July 9, 2020, the casino opened to all SRC members. All operations are currently subject to limited capacities.
On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine. The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020. Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020. On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020. The date on which nightlife venues may reopen is unknown at this time.
In the months leading up to the closure, visitation to Marina Bay Sands declined. The Singapore Tourism Board announced for the quarters ended March 31 and June 30, 2020, total visitation to Singapore decreased approximately 43.2% and 100%, respectively, as compared to the same periods in 2019. Total visitation decreased by approximately 99.6% and 99.5% in July and August 2020, respectively, as compared to the same periods in 2019.
On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic. On May 28, 2020, the Nevada government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada. We reopened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity. Beginning October 1, 2020, the limit for both public and private events was increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed. Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements. Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.
Visitation to our Las Vegas Operating Properties declined in the months leading up to the closure. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019. Total visitation decreased by 61% and 57% in July and August 2020, respectively, as compared to the same periods in 2019. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared to the same periods in 2019. Total gross gaming revenue decreased by 39.2% in July and August 2020, as compared to the same periods in 2019.
In connection with reopening the Singapore and Las Vegas properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will continue to have on operations in future periods. For example, there have been a number of group cancellations or groups rescheduling their events through the second quarter of 2021 and there may be additional restrictions placed on our other services, such as nightclubs and entertainment venues.
If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China IVS and other global restrictions on inbound travel from other countries are not modified or eliminated or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.
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While each of our properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above, the current economic and regulatory environment on a global basis and in each of our jurisdictions continues to evolve. We cannot predict the manner in which governments will react as the global and regional impact of COVID-19 changes over time, which could significantly alter our current operations.
We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.38 billion and access to $1.50 billion, $2.02 billion and $433 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.69 billion at exchange rates in effect on September 30, 2020) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of September 30, 2020. We also have the option to increase the total borrowing capacity under our 2018 SCL Revolving Facility by an aggregate total amount of up to $1.0 billion, for an aggregate total available borrowing capacity of up to $3.0 billion. We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.
Operations
We view each of our Integrated Resort properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. Our operating segment in the U.S. is the Las Vegas Operating Properties, which includes The Venetian Resort Las Vegas and the Sands Expo Center.
Critical Accounting Policies and Estimates
For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2019 Annual Report on Form 10-K filed on February 7, 2020.
There were no newly identified significant accounting estimates during the nine months ended September 30, 2020, nor were there any material changes to the critical accounting policies and estimates discussed in our 2019 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Accounts Receivable, Net and Customer Contract Related Liabilities.”
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.
Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.
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The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 25.9%, 22.7%, 23.4%, 25.5%, 18.8% and 20.5% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 4.7%, 4.1%, 3.8%, 5.8%, 3.2% and 4.6% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 28.2% and 15.2%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2020.
Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Our slot machines have produced a trailing 12-month hold percentage of 8.0%. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 70.8% of our table games play at our Las Vegas Operating Properties, for the nine months ended September 30, 2020, was conducted on a credit basis.
Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao and Singapore government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square
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footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019
Summary Financial Results
Our financial results were adversely impacted by decreased visitation at our properties due to the COVID-19 Pandemic, as well as properties temporarily operating at a reduced capacity due to social distancing measures. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended September 30, 2020, decreased 82.0% to $586 million, compared to $3.25 billion for the three months ended September 30, 2019. Operating loss was $610 million compared to operating income of $899 million for the three months ended September 30, 2019. Net loss was $731 million for the three months ended September 30, 2020, compared to net income of $669 million for the three months ended September 30, 2019.
Operating Revenues
Our net revenues consisted of the following:
Three Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Casino $ 340  $ 2,321  (85.4) %
Rooms 76  439  (82.7) %
Food and beverage 54  199  (72.9) %
Mall 83  175  (52.6) %
Convention, retail and other 33  116  (71.6) %
Total net revenues $ 586  $ 3,250  (82.0) %
Consolidated net revenues were $586 million for the three months ended September 30, 2020, a decrease of $2.66 billion compared to $3.25 billion for the three months ended September 30, 2019. The decrease was across our jurisdictions and properties with decreases of $1.94 billion, $512 million and $214 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases were driven by the COVID-19 Pandemic described above and the related reduction in visitation due to travel restrictions and our properties operating at a reduced capacity due to social distancing measures.

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Net casino revenues decreased $1.98 billion compared to the three months ended September 30, 2019. The change was driven by a $1.58 billion decrease at our Macao operations, due to decreases in Non-Rolling Chip drop and Rolling Chip volume. Marina Bay Sands decreased $356 million due to decreases in Rolling Chip volume and Non-Rolling Chip drop. Our Las Vegas Operating Properties decreased $44 million due to decreases in table games win percentage and drop and slot handle. These decreases were driven by lower visitation across our properties due the impact of the COVID-19 Pandemic described above. The following table summarizes the results of our casino activity:
Three Months Ended September 30,
  2020 2019 Change
  (Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 32  $ 689  (95.4) %
Non-Rolling Chip drop $ 118  $ 2,340  (95.0) %
Non-Rolling Chip win percentage 22.5  % 26.1  % (3.6) pts
Rolling Chip volume $ 188  $ 5,894  (96.8) %
Rolling Chip win percentage 3.93  % 2.70  % 1.23  pts
Slot handle $ 101  $ 996  (89.9) %
Slot hold percentage 4.6  % 4.8  % (0.2) pts
Sands Cotai Central
Total net casino revenues $ 5  $ 359  (98.6) %
Non-Rolling Chip drop $ 29  $ 1,609  (98.2) %
Non-Rolling Chip win percentage 19.5  % 22.3  % (2.8) pts
Rolling Chip volume $ —  $ 1,107  (100.0) %
Rolling Chip win percentage —  % 2.36  % (2.36) pts
Slot handle $ 36  $ 1,015  (96.5) %
Slot hold percentage 2.9  % 4.4  % (1.5) pts
The Parisian Macao
Total net casino revenues $ 26  $ 312  (91.7) %
Non-Rolling Chip drop $ 44  $ 1,122  (96.1) %
Non-Rolling Chip win percentage 19.3  % 23.0  % (3.7) pts
Rolling Chip volume $ 335  $ 3,877  (91.4) %
Rolling Chip win percentage 6.13  % 2.60  % 3.53  pts
Slot handle $ 44  $ 1,010  (95.6) %
Slot hold percentage 5.9  % 4.0  % 1.9  pts
The Plaza Macao and Four Seasons Hotel Macao
Total net casino revenues $ 10  $ 146  (93.2) %
Non-Rolling Chip drop $ 41  $ 353  (88.4) %
Non-Rolling Chip win percentage 14.6  % 23.4  % (8.8) pts
Rolling Chip volume $ 397  $ 2,612  (84.8) %
Rolling Chip win percentage 2.84  % 4.21  % (1.37) pts
Slot handle $ —  $ 113  (100.0) %
Slot hold percentage —  % 5.6  % (5.6) pts
Sands Macao
Total net casino revenues $ 11  $ 159  (93.1) %
Non-Rolling Chip drop $ 46  $ 660  (93.0) %
Non-Rolling Chip win percentage 17.9  % 19.3  % (1.4) pts
Rolling Chip volume $ 129  $ 1,094  (88.2) %
Rolling Chip win percentage 2.67  % 3.89  % (1.22) pts
Slot handle $ 67  $ 658  (89.8) %
Slot hold percentage 3.1  % 3.2  % (0.1) pts
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Three Months Ended September 30,
  2020 2019 Change
  (Dollars in millions)
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 197  $ 553  (64.4) %
Non-Rolling Chip drop $ 421  $ 1,420  (70.4) %
Non-Rolling Chip win percentage 17.8  % 18.0  % (0.2) pts
Rolling Chip volume $ 1,477  $ 7,265  (79.7) %
Rolling Chip win percentage 4.23  % 3.98  % 0.25  pts
Slot handle $ 2,636  $ 3,490  (24.5) %
Slot hold percentage 4.5  % 4.4  % 0.1  pts
U.S. Operations:
Las Vegas Operating Properties
Total net casino revenues $ 59  $ 103  (42.7) %
Table games drop $ 425  $ 473  (10.1) %
Table games win percentage 8.0  % 16.9  % (8.9) pts
Slot handle $ 588  $ 739  (20.4) %
Slot hold percentage 8.4  % 8.2  % 0.2  pts
In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.

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Room revenues decreased $363 million compared to the three months ended September 30, 2019. The decrease was primarily a result of reduced visitation across our properties as demonstrated by the reduced occupancy rates in the table below. The Venezia Tower of our Las Vegas Operating Properties remained closed for the quarter and Marina Bay Sands reopened the first tower on July 17, 2020 and the second and third towers on August 1, 2020. Additionally, certain rooms within Sands Cotai Central were utilized for quarantine purposes and certain rooms across our Macao properties for lodging provided to team members due to travel restrictions, driven by the COVID-19 Pandemic described above. The following table summarizes the results of our room activity:
  Three Months Ended September 30,
  2020 2019 Change
  (Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 3  $ 58  (94.8) %
Occupancy rate 7.6  % 95.7  % (88.1) pts
Average daily room rate (ADR) $ 198  $ 233  (15.0) %
Revenue per available room (RevPAR) $ 15  $ 223  (93.3) %
Sands Cotai Central
Total room revenues $ 2  $ 81  (97.5) %
Occupancy rate 4.0  % 96.9  % (92.9) pts
Average daily room rate (ADR) $ 129  $ 163  (20.9) %
Revenue per available room (RevPAR) $ 5  $ 158  (96.8) %
The Parisian Macao
Total room revenues $ 4  $ 33  (87.9) %
Occupancy rate 12.7  % 96.9  % (84.2) pts
Average daily room rate (ADR) $ 131  $ 163  (19.6) %
Revenue per available room (RevPAR) $ 17  $ 158  (89.2) %
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 1  $ 10  (90.0) %
Occupancy rate 8.7  % 92.6  % (83.9) pts
Average daily room rate (ADR) $ 260  $ 327  (20.5) %
Revenue per available room (RevPAR) $ 23  $ 303  (92.4) %
Sands Macao
Total room revenues $ —  $ 4  (100.0) %
Occupancy rate 14.5  % 99.8  % (85.3) pts
Average daily room rate (ADR) $ 159  $ 174  (8.6) %
Revenue per available room (RevPAR) $ 23  $ 173  (86.7) %
Singapore Operations:
Marina Bay Sands
Total room revenues $ 25  $ 109  (77.1) %
Occupancy rate 55.5  % 97.7  % (42.2) pts
Average daily room rate (ADR) $ 257  $ 475  (45.9) %
Revenue per available room (RevPAR) $ 143  $ 465  (69.2) %
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 41  $ 144  (71.5) %
Occupancy rate 43.7  % 94.6  % (50.9) pts
Average daily room rate (ADR) $ 174  $ 237  (26.6) %
Revenue per available room (RevPAR) $ 76  $ 224  (66.1) %
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Food and beverage revenues decreased $145 million compared to the three months ended September 30, 2019. The decrease was primarily due to decreases of $63 million, $43 million and $39 million at our Macao properties, our Las Vegas Operating Properties, and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above.
Mall revenues decreased $92 million compared to the three months ended September 30, 2019. The decrease was primarily due to $78 million in rent concessions granted to our mall tenants in Macao and Singapore, as well as a $12 million decrease in turnover rents resulting from lower traffic in our malls resulting from the COVID-19 Pandemic.
For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
  Three Months Ended September 30,
  2020 2019 Change
  (Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 27  $ 65  (58.5) %
Mall gross leasable area (in square feet) 812,934  812,953  —  %
Occupancy 84.9  % 91.4  % (6.5) pts
Base rent per square foot $ 302  $ 275  9.8  %
Tenant sales per square foot(1)
$ 935  $ 1,708  (45.3) %
Shoppes at Cotai Central(2)
Total mall revenues $ 9  $ 19  (52.6) %
Mall gross leasable area (in square feet) 525,497  524,365  0.2  %
Occupancy 85.6  % 91.3  % (5.7) pts
Base rent per square foot $ 100  $ 105  (4.8) %
Tenant sales per square foot(1)
$ 476  $ 966  (50.7) %
Shoppes at Parisian
Total mall revenues $ 6  $ 13  (53.8) %
Mall gross leasable area (in square feet) 295,963  295,915  —  %
Occupancy 82.5  % 89.6  % (7.1) pts
Base rent per square foot $ 152  $ 150  1.3  %
Tenant sales per square foot(1)
$ 407  $ 688  (40.8) %
Shoppes at Four Seasons
Total mall revenues $ 13  $ 32  (59.4) %
Mall gross leasable area (in square feet) 242,425  241,363  0.4  %
Occupancy 94.3  % 92.8  % 1.5  pts
Base rent per square foot $ 544  $ 484  12.4  %
Tenant sales per square foot(1)
$ 2,830  $ 5,078  (44.3) %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 28  $ 46  (39.1) %
Mall gross leasable area (in square feet) 620,213  593,735  4.5  %
Occupancy 95.0  % 96.7  % (1.7) pts
Base rent per square foot $ 257  $ 264  (2.7) %
Tenant sales per square foot(1)
$ 1,225  $ 2,028  (39.6) %
__________________________
Note:    This table excludes the results of our mall operations at Sands Macao.
(1)    Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.
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(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.
Convention, retail and other revenues decreased $83 million compared to the three months ended September 30, 2019, driven by decreases of $25 million, $24 million and $15 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above. Additionally, our ferry operations decreased $19 million, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic.
Operating Expenses
Our operating expenses consisted of the following:
  Three Months Ended September 30,
  2020 2019 Percent
Change
  (Dollars in millions)
Casino
$ 313  $ 1,240  (74.8) %
Rooms 61  109  (44.0) %
Food and beverage 82  162  (49.4) %
Mall 13  19  (31.6) %
Convention, retail and other 34  72  (52.8) %
Provision for credit losses 25  4  525.0  %
General and administrative 263  364  (27.7) %
Corporate 33  59  (44.1) %
Pre-opening 5  9  (44.4) %
Development 3  4  (25.0) %
Depreciation and amortization 292  284  2.8  %
Amortization of leasehold interests in land 14  14  —  %
Loss on disposal or impairment of assets 58  11  427.3  %
Total operating expenses $ 1,196  $ 2,351  (49.1) %
Operating expenses were $1.20 billion for the three months ended September 30, 2020, a decrease of $1.16 billion compared to $2.35 billion for the three months ended September 30, 2019, primarily driven by a decrease in casino expenses of $927 million. Additionally, general and administrative expenses decreased $101 million and food and beverage expenses decreased $80 million. The decreases were mainly driven by the COVID-19 Pandemic described above. Although management has implemented certain cost reduction programs, operating margins in each business segment were negatively impacted due to employee and other costs incurred during this period of decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through significantly reduced visitation. The level of payroll costs during the period were reduced by $16 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act in the U.S. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave.
Casino expenses decreased $927 million compared to the three months ended September 30, 2019. The decrease was primarily attributable to an $822 million decrease in gaming taxes resulting from decreased casino revenues, as previously described.
Room expenses decreased $48 million compared to the three months ended September 30, 2019. The decrease was driven by decreases of $28 million, $12 million and $8 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively. These decreases are consistent with the reduction in room revenue.
Food and beverage expenses decreased $80 million compared to the three months ended September 30, 2019, due to decreases of $36 million, $23 million and $21 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues.
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Convention, retail and other expenses decreased $38 million compared to the three months ended September 30, 2019, primarily driven by a $19 million decrease in ferry expenses resulting from the closure of the ferry terminals in response to the COVID-19 Pandemic. Additionally, our Macao properties decreased $13 million, which is consistent with the decrease in convention, retail and other revenue discussed above.
Provision for credit losses increased $21 million compared to the three months ended September 30, 2019, primarily due to the aging of receivables for premium players at our Macao properties, as travel restrictions have limited the ability for patrons to redeem markers. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses decreased $101 million compared to the three months ended September 30, 2019. The decrease was due to decreases of $48 million, $27 million and $25 million at our Macao properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively, primarily driven by decreases in marketing, payroll and property operations costs.
Corporate expenses decreased $26 million compared to the three months ended September 30, 2019. The decrease was due to lower payroll expense of $12 million in the three months ended September 30, 2020 driven by lower bonus costs due to the impact of the COVID-19 Pandemic, as well as $11 million in legal costs incurred during the three months ended September 30, 2019.
Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.
Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred.
Loss on disposal or impairment of assets increased $47 million compared to the three months ended September 30, 2019, primarily due to asset disposals and demolition costs related to The Londoner Macao.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net income/loss):
Three Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ (78) $ 342  (122.8) %
Sands Cotai Central (71) 169  (142.0) %
The Parisian Macao (40) 120  (133.3) %
The Plaza Macao and Four Seasons Hotel Macao (15) 75  (120.0) %
Sands Macao (26) 52  (150.0) %
Ferry Operations and Other (3) (3) — 
(233) 755  (130.9) %
Marina Bay Sands 70  435  (83.9) %
Las Vegas Operating Properties (40) 93  (143.0) %
Consolidated adjusted property EBITDA (1)
$ (203) $ 1,283  (115.8) %
__________________________
(1)    Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain on sale of Sands Bethlehem, gain or loss on modification or early retirement of debt and income
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taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
Adjusted property EBITDA at our Macao operations decreased $988 million compared with the three months ended September 30, 2019, primarily due to decreased casino revenues, driven by decreased visitation at our properties due to the COVID-19 Pandemic.
Adjusted property EBITDA at Marina Bay Sands decreased $365 million compared to the three months ended September 30, 2019, primarily due to decreased casino revenues, driven by decreased visitation at our property due to the COVID-19 Pandemic.
Adjusted property EBITDA at our Las Vegas Operating Properties decreased $133 million compared to the three months ended September 30, 2019, primarily due to no MICE events during the current quarter and decreased room and casino revenue, driven by decreased visitation to our properties and State of Nevada mandated limits on public gatherings due to the COVID-19 Pandemic.
Interest Expense
The following table summarizes information related to interest expense:
Three Months Ended September 30,
2020 2019
(Dollars in millions)
Interest cost
$ 139  $ 135 
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
3  4 
Less — capitalized interest
(5) (2)
Interest expense, net
$ 137  $ 137 
Weighted average total debt balance
$ 14,004  $ 12,052 
Weighted average interest rate
4.0  % 4.5  %
Interest cost increased $4 million compared to the three months ended September 30, 2019, resulting from an increase in our weighted average total debt balance, due to the issuance of the 2026 and 2030 SCL Senior Notes issued on June 4, 2020 and the LVSC Senior Note issued on November 25, 2019. This increase was partially offset by a decrease in our weighted average interest rate primarily due to the benefit of $13 million in the current quarter compared to the benefit of $7 million in the same quarter of the previous year due to the interest rate swap agreements on $5.50 billion of our SCL Senior Notes issued in August 2018.
Other Factors Affecting Earnings
Other expense was $4 million for the three months ended September 30, 2020, compared to $7 million for the three months ended September 30, 2019. The decrease was primarily due to an $18 million decrease in foreign transaction losses driven by the impact of foreign currency exchange rate decrease of 261 basis points on U.S. dollar denominated debt held by SCL. This was partially offset by a $12 million decrease in foreign currency transaction
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gains driven by the impact of the foreign currency exchange rate decrease of 530 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars.
Our income tax benefit was $17 million on a loss before income taxes of $748 million for the three months ended September 30, 2020. This compares to a 10.9% effective income tax rate for the three months ended September 30, 2019. The income tax benefit for the three months ended September 30, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our Singapore and U.S. operations recorded tax benefits associated with the pre-tax book losses incurred during the three months ended September 30, 2020. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. Our Macao non-gaming operations had a non-cash discrete income tax expense of $14 million due to the reversal of certain deferred tax assets related to fixed assets, which were primarily disposed of as part of The Londoner Macao project.
The net loss attributable to our noncontrolling interests was $166 million for the three months ended September 30, 2020, compared to a net income attributable to our noncontrolling interests of $136 million for the three months ended September 30, 2019. These amounts are related to the noncontrolling interest of SCL.
Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019
Summary Financial Results
Our financial results were adversely impacted by decreased visitation at each of our operating properties due to the COVID-19 Pandemic. See “COVID-19 Pandemic” for further information. Net revenues for the nine months ended September 30, 2020, was $2.47 billion, compared to $10.23 billion for the nine months ended September 30, 2019. Operating loss was $1.48 billion compared to operating income of $2.76 billion for the nine months ended September 30, 2019. Net loss was $1.77 billion for the nine months ended September 30, 2020, compared to net income of $2.52 billion for the nine months ended September 30, 2019.
Operating Revenues
Our net revenues consisted of the following:
Nine Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Casino $ 1,527  $ 7,343  (79.2) %
Rooms 358  1,318  (72.8) %
Food and beverage 205  655  (68.7) %
Mall 228  501  (54.5) %
Convention, retail and other 148  413  (64.2) %
Total net revenues $ 2,466  $ 10,230  (75.9) %
Consolidated net revenues were $2.47 billion for the nine months ended September 30, 2020, a decrease of $7.76 billion compared to $10.23 billion for the nine months ended September 30, 2019, due to decreases of $5.56 billion, $1.33 billion and $647 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were driven by decreased visitation and temporary property closures as a result of the COVID-19 Pandemic, as described above. Additionally, there was a $227 million decrease due to the sale of Sands Bethlehem on May 31, 2019.

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Net casino revenues decreased $5.82 billion compared to the nine months ended September 30, 2019, driven by temporary property closures and decreased visitation once our properties reopened as a result of the COVID-19 Pandemic described above. In addition, casinos at each of our properties continue to operate at a reduced capacity due to social distancing measures. Revenues at our Macao operations and Marina Bay Sands decreased $4.54 billion and $922 million, respectively, driven by decreases in Non-Rolling Chip drop and Rolling Chip volume, while our Las Vegas Operating Properties decreased $153 million due to decreases in table games drop and win percentage and slot handle. Additionally, there was a decrease of $199 million attributable to the sale of Sands Bethlehem on May 31, 2019. The following table summarizes the results of our casino activity:
  Nine Months Ended September 30,
  2020 2019 Change
  (Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 288  $ 2,127  (86.5) %
Non-Rolling Chip drop $ 951  $ 6,951  (86.3) %
Non-Rolling Chip win percentage 26.4  % 26.4  % —  pts
Rolling Chip volume $ 2,566  $ 19,839  (87.1) %
Rolling Chip win percentage 3.03  % 3.04  % (0.01) pts
Slot handle $ 597  $ 2,908  (79.5) %
Slot hold percentage 4.3  % 4.7  % (0.4) pts
Sands Cotai Central
Total net casino revenues $ 129  $ 1,162  (88.9) %
Non-Rolling Chip drop $ 590  $ 4,935  (88.0) %
Non-Rolling Chip win percentage 21.7  % 22.6  % (0.9) pts
Rolling Chip volume $ 167  $ 4,323  (96.1) %
Rolling Chip win percentage 5.85  % 3.46  % 2.39  pts
Slot handle $ 413  $ 3,092  (86.6) %
Slot hold percentage 4.2  % 4.3  % (0.1) pts
The Parisian Macao
Total net casino revenues $ 111  $ 1,042  (89.3) %
Non-Rolling Chip drop $ 440  $ 3,398  (87.1) %
Non-Rolling Chip win percentage 23.3  % 23.0  % 0.3  pts
Rolling Chip volume $ 2,607  $ 11,940  (78.2) %
Rolling Chip win percentage 1.65  % 3.54  % (1.89) pts
Slot handle $ 495  $ 3,151  (84.3) %
Slot hold percentage 3.7  % 3.7  % —  pts
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  Nine Months Ended September 30,
  2020 2019 Change
  (Dollars in millions)
The Plaza Macao and Four Seasons Hotel Macao
Total net casino revenues $ 101  $ 481  (79.0) %
Non-Rolling Chip drop $ 270  $ 1,040  (74.0) %
Non-Rolling Chip win percentage 25.9  % 24.0  % 1.9  pts
Rolling Chip volume $ 2,586  $ 10,338  (75.0) %
Rolling Chip win percentage 2.75  % 3.84  % (1.09) pts
Slot handle $ 37  $ 393  (90.6) %
Slot hold percentage 4.7  % 6.0  % (1.3) pts
Sands Macao
Total net casino revenues $ 80  $ 439  (81.8) %
Non-Rolling Chip drop $ 324  $ 2,022  (84.0) %
Non-Rolling Chip win percentage 18.9  % 18.1  % 0.8  pts
Rolling Chip volume $ 855  $ 3,556  (76.0) %
Rolling Chip win percentage 3.19  % 2.50  % 0.69  pts
Slot handle $ 420  $ 1,964  (78.6) %
Slot hold percentage 3.1  % 3.3  % (0.2) pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 643  $ 1,565  (58.9) %
Non-Rolling Chip drop $ 1,524  $ 3,964  (61.6) %
Non-Rolling Chip win percentage 19.3  % 20.3  % (1.0) pts
Rolling Chip volume $ 8,239  $ 21,588  (61.8) %
Rolling Chip win percentage 3.63  % 3.20  % 0.43  pts
Slot handle $ 5,600  $ 10,724  (47.8) %
Slot hold percentage 4.4  % 4.5  % (0.1) pts
U.S. Operations:
Las Vegas Operating Properties
Total net casino revenues $ 175  $ 328  (46.6) %
Table games drop $ 969  $ 1,405  (31.0) %
Table games win percentage 13.9  % 19.0  % (5.1) pts
Slot handle $ 1,382  $ 2,119  (34.8) %
Slot hold percentage 7.9  % 8.3  % (0.4) pts
____________________
Note:    We completed the sale of Sands Bethlehem on May 31, 2019.

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Room revenues decreased $960 million compared to the nine months ended September 30, 2019. The decrease was primarily a result of temporary property closures and decreased visitation at each of our properties, due to the COVID-19 Pandemic. Additionally, certain rooms within Sands Cotai Central and Marina Bay Sands were utilized for quarantine purposes and certain rooms across our Macao properties for lodging were used by team members due to travel restrictions. The following table summarizes the results of our room activity:
Nine Months Ended September 30,
2020 2019 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 25  $ 168  (85.1) %
Occupancy rate 17.7  % 95.5  % (77.8) pts
Average daily room rate (ADR) $ 232  $ 228  1.8  %
Revenue per available room (RevPAR) $ 41  $ 217  (81.1) %
Sands Cotai Central
Total room revenues $ 29  $ 242  (88.0) %
Occupancy rate 16.7  % 96.4  % (79.7) pts
Average daily room rate (ADR) $ 171  $ 158  8.2  %
Revenue per available room (RevPAR) $ 29  $ 153  (81.0) %
The Parisian Macao
Total room revenues $ 18  $ 97  (81.4) %
Occupancy rate 18.5  % 97.1  % (78.6) pts
Average daily room rate (ADR) $ 158  $ 159  (0.6) %
Revenue per available room (RevPAR) $ 29  $ 155  (81.3) %
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 6  $ 30  (80.0) %
Occupancy rate 19.9  % 90.7  % (70.8) pts
Average daily room rate (ADR) $ 321  $ 332  (3.3) %
Revenue per available room (RevPAR) $ 64  $ 301  (78.7) %
Sands Macao
Total room revenues $ 3  $ 13  (76.9) %
Occupancy rate 28.2  % 99.7  % (71.5) pts
Average daily room rate (ADR) $ 173  $ 174  (0.6) %
Revenue per available room (RevPAR) $ 49  $ 173  (71.7) %
Singapore Operations:
Marina Bay Sands
Total room revenues $ 100  $ 304  (67.1) %
Occupancy rate 69.1  % 97.7  % (28.6) pts
Average daily room rate (ADR) $ 361  $ 450  (19.8) %
Revenue per available room (RevPAR) $ 250  $ 440  (43.2) %
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 177  $ 457  (61.3) %
Occupancy rate 61.2  % 95.6  % (34.4) pts
Average daily room rate (ADR) $ 230  $ 250  (8.0) %
Revenue per available room (RevPAR) $ 141  $ 239  (41.0) %
____________________
Note:    We completed the sale of Sands Bethlehem on May 31, 2019.
Food and beverage revenues decreased $450 million compared to the nine months ended September 30, 2019. The decrease was mainly due to decreases of $190 million, $142 million and $107 million at our Macao properties,
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our Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above.
Mall revenues decreased $273 million compared to the nine months ended September 30, 2019. The decrease was primarily due to $248 million in rent concessions granted to our mall tenants in Macao and Singapore and a decrease of $25 million in turnover rents resulting from lower traffic in our malls resulting from the COVID-19 Pandemic.
For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
Nine Months Ended September 30,(1)
  2020 2019 Change
  (Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 74  $ 183  (59.6) %
Mall gross leasable area (in square feet) 812,934  812,953  —  %
Occupancy 84.9  % 91.4  % (6.5) pts
Base rent per square foot $ 302  $ 275  9.8  %
Tenant sales per square foot(2)
$ 935  $ 1,708  (45.3) %
Shoppes at Cotai Central(3)
Total mall revenues $ 25  $ 51  (51.0) %
Mall gross leasable area (in square feet) 525,497  524,365  0.2  %
Occupancy 85.6  % 91.3  % (5.7) pts
Base rent per square foot $ 100  $ 105  (4.8) %
Tenant sales per square foot(2)
$ 476  $ 966  (50.7) %
Shoppes at Parisian
Total mall revenues $ 16  $ 39  (59.0) %
Mall gross leasable area (in square feet) 295,963  295,915  —  %
Occupancy 82.5  % 89.6  % (7.1) pts
Base rent per square foot $ 152  $ 150  1.3  %
Tenant sales per square foot(2)
$ 407  688  (40.8) %
Shoppes at Four Seasons
Total mall revenues $ 39  $ 94  (58.5) %
Mall gross leasable area (in square feet) 242,425  241,363  0.4  %
Occupancy 94.3  % 92.8  % 1.5  pts
Base rent per square foot $ 544  $ 484  12.4  %
Tenant sales per square foot(2)
$ 2,830  $ 5,078  (44.3) %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 73  $ 131  (44.3) %
Mall gross leasable area (in square feet) 620,213  593,735  4.5  %
Occupancy 95.0  % 96.7  % (1.7) pts
Base rent per square foot $ 257  $ 264  (2.7) %
Tenant sales per square foot(2)
$ 1,225  $ 2,028  (39.6) %
__________________________
Note: This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem, the sale of which was completed on May 31, 2019.
(1)    As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2020 and 2019, they are identical to the summary presented herein for the three months ended September 30, 2020 and 2019, respectively.
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(2)    Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.
(3)    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.
Convention, retail and other revenues decreased $265 million compared to the nine months ended September 30, 2019 driven by decreases of $82 million, $72 million, and $42 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above. Additionally, there was a $60 million decrease related to our ferry operations, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic.
Operating Expenses
Our operating expenses consisted of the following:
Nine Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Casino $ 1,238  $ 3,988  (69.0) %
Rooms 203  332  (38.9) %
Food and beverage 287  514  (44.2) %
Mall 41  54  (24.1) %
Convention, retail and other 117  227  (48.5) %
Provision for credit losses 60  15  300.0  %
General and administrative 844  1,109  (23.9) %
Corporate 145  262  (44.7) %
Pre-opening 14  23  (39.1) %
Development 18  13  38.5  %
Depreciation and amortization 867  874  (0.8) %
Amortization of leasehold interests in land 41  37  10.8  %
Loss on disposal or impairment of assets 68  18  277.8  %
Total operating expenses $ 3,943  $ 7,466  (47.2) %
Operating expenses were $3.94 billion for the nine months ended September 30, 2020, a decrease of $3.52 billion compared to $7.47 billion for the nine months ended September 30, 2019. The decrease was primarily driven by a $2.75 billion decrease in casino expenses. Additionally, general and administrative expenses decreased $265 million and food and beverage expenses decreased $227 million driven by the COVID-19 Pandemic, described above. Although management has implemented certain cost reduction programs, operating margins in each business segment were negatively impacted due to employee and other costs incurred during this period of decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through the government mandated closures amid significantly reduced visitation. The level of payroll costs during the period were reduced by $92 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the CARES Act in the U.S. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave.
Casino expenses decreased $2.75 billion compared to the nine months ended September 30, 2019. The decrease was primarily attributable to a decrease of $2.37 billion in gaming taxes due to decreased casino revenues, as previously described. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $127 million decrease.
Room expenses decreased $129 million compared to the nine months ended September 30, 2019. The decrease was driven by decreases of $67 million, $41 million and $19 million at our Macao properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively. These decreases are consistent with the reduction in room revenue.
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Food and beverage expenses decreased $227 million compared to the nine months ended September 30, 2019, due to decreases of $102 million, $59 million and $57 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues.
Convention, retail and other expenses decreased $110 million compared to the nine months ended September 30, 2019 driven by a decrease of $53 million related to the closure of the ferry terminals previously described. Additionally, our Macao properties, Las Vegas Operating Properties and Marina Bay Sands decreased $27 million, $17 million and $11 million, respectively, as a result of the COVID-19 Pandemic described above.
The provision for credit losses was $60 million for the nine months ended September 30, 2020, compared to $15 million for the nine months ended September 30, 2019. The increase was driven by the aging of receivables for premium players at our Macao properties during 2020, as travel restrictions have limited the ability for patrons to redeem markers. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses decreased $265 million compared to the nine months ended September 30, 2019 due to decreases of $116 million, $62 million and $54 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were primarily driven by decreases in marketing, payroll and property operations costs. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $33 million decrease.
Corporate expenses decreased $117 million compared to the nine months ended September 30, 2019. The decrease was primarily due to a nonrecurring legal settlement during the nine months ended September 30, 2019.
Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.
Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred.
Loss on disposal or impairment of assets increased $50 million compared to the nine months ended September 30, 2019, primarily due to asset disposals and demolition costs related to The Londoner Macao.
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Segment Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net income/loss):
  Nine Months Ended September 30,
  2020 2019 Percent
Change
  (Dollars in millions)
Macao:
The Venetian Macao $ (126) $ 1,039  (112.1) %
Sands Cotai Central (150) 546  (127.5) %
The Parisian Macao (124) 422  (129.4) %
The Plaza Macao and Four Seasons Hotel Macao (5) 243  (102.1) %
Sands Macao (58) 135  (143.0) %
Ferry Operations and Other (15) (7) 114.29  %
(478) 2,378  (120.1) %
Marina Bay Sands 239  1,204  (80.1) %
United States:
Las Vegas Operating Properties (74) 367  (120.2) %
Sands Bethlehem(1)
—  52  (100.0) %
(74) 419  (117.7) %
Consolidated adjusted property EBITDA $ (313) $ 4,001  (107.8) %
____________________
(1)We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.
Adjusted property EBITDA at our Macao operations decreased $2.86 billion compared to the nine months ended September 30, 2019, primarily due to decreased casino revenues driven by government mandated travel restrictions, property closures and overall reduced visitation since late January 2020 resulting from the COVID-19 Pandemic.
Adjusted property EBITDA at Marina Bay Sands decreased $965 million compared to the nine months ended September 30, 2019. The decrease was primarily due to decreased casino revenues, driven by the temporary closure of the property and reduced visitation resulting from the COVID-19 Pandemic.
Adjusted property EBITDA at our Las Vegas Operating Properties decreased $441 million compared to the nine months ended September 30, 2019. The decrease was primarily due to no MICE events in the second and third quarters of 2020 and decreased room and casino revenues driven by the temporary closure of the properties and overall reduced visitation, resulting from the COVID-19 Pandemic.
Interest Expense
The following table summarizes information related to interest expense:
Nine Months Ended September 30,
2020 2019
(Dollars in millions)
Interest cost
$ 389  $ 415 
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
10  11 
Less — capitalized interest
(13) (5)
Interest expense, net
$ 386  $ 421 
Weighted average total debt balance
$ 13,190  $ 12,069 
Weighted average interest rate
3.9  % 4.6  %
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Interest cost decreased $26 million compared to the nine months ended September 30, 2019, resulting primarily from a decrease in our weighted average interest rate. The decrease was primarily due to the increased benefit of $41 million over the prior year due to the interest rate swap agreements on $5.50 billion of our SCL Senior Notes issued in August 2018. This was partially offset by an increase in the weighted average total debt balance due to the issuance of the 2025 LVSC Senior Notes on November 25, 2019 and the 2026 and 2030 SCL Senior Notes issued on June 4, 2020.
Other Factors Affecting Earnings
Other income was $30 million for the nine months ended September 30, 2020, compared to other expense of $8 million for the nine months ended September 30, 2019. The change from prior period was due primarily to a $34 million decrease in foreign transaction losses driven by the impact of foreign currency exchange rate decrease of 488 basis points on U.S. dollar denominated debt held by SCL and a $9 million decrease in foreign currency transaction losses driven by the impact of the foreign currency exchange rate increase of 48 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars.
Our income tax benefit was $46 million on a loss before income taxes of $1.81 billion for the nine months ended September 30, 2020. This compares to a 13.8% effective income tax rate for the nine months ended September 30, 2019. The effective income tax rate for the nine months ended September 30, 2019, would have been 10.2% without the discrete income tax expense of $161 million resulting from the sale of Sands Bethlehem. The income tax benefit for the nine months ended September 30, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our Singapore and U.S. operations recorded tax benefits associated with the pre-tax book losses incurred during the nine months ended September 30, 2020. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. Our Macao non-gaming operations had a non-cash discrete income tax expense of $14 million due to the reversal of certain deferred tax assets related to fixed assets, which were primarily disposed of as part of The Londoner Macao project.
The net loss attributable to our noncontrolling interests was $381 million for the nine months ended September 30, 2020, compared to net income attributable to our noncontrolling interest of $452 million for the nine months ended September 30, 2019. These amounts were primarily related to the noncontrolling interest of SCL.

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Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.
The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 2020 and 2019:
Shoppes at
Venetian 		Shoppes at
Four
Seasons 		Shoppes at
Cotai
Central 		Shoppes at
Parisian 		The Shoppes at Marina
Bay Sands
(In millions)
For the three months ended September 30, 2020
Mall revenues:
Minimum rents(1)
$ 49  $ 31  $ 9  $ 9  $ 34 
Overage rents
3  —  —  —  2 
Rent concessions(2)
(32) (20) (5) (6) (13)
Total overage rents and rent concessions
(29) (20) (5) (6) (11)
CAM, levies and direct recoveries
7  2  5  3  5 
Total mall revenues
27  13  9  6  28 
Mall operating expenses:
Common area maintenance
2  1  2  1  3 
Marketing and other direct operating expenses
1  —  —  —  1 
Mall operating expenses
3  1  2  1  4 
Property taxes(3)
—  —  —  —  1 
Recovery of credit losses
(1) —  —  (1) — 
Mall-related expenses(4)
$ 2  $ 1  $ 2  $ —  $ 5 
For the three months ended September 30, 2019
Mall revenues:
Minimum rents(1)
$ 49  $ 27  $ 10  $ 9  $ 34 
Overage rents
8  2  4  1  5 
CAM, levies and direct recoveries
8  3  5  3  7 
Total mall revenues
65  32  19  13  46 
Mall operating expenses:
Common area maintenance
4  2  2  2  4 
Marketing and other direct operating expenses
2  —  —  1  2 
Mall operating expenses
6  2  2  3  6 
Property taxes(3)
—  —  —  —  1 
Mall-related expenses(4)
$ 6  $ 2  $ 2  $ 3  $ 7 
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Shoppes at
Venetian 		Shoppes at
Four
Seasons 		Shoppes at
Cotai
Central 		Shoppes at
Parisian 		The Shoppes at Marina
Bay Sands
(In millions)
For the nine months ended September 30, 2020
Mall revenues:
Minimum rents(1)
$ 146  $ 91  $ 28  $ 27  $ 102 
Overage rents
4  1  2  —  5 
Rent concessions(2)
(100) (60) (19) (19) (48)
Total overage rents and rent concessions
(96) (59) (17) (19) (43)
CAM, levies and direct recoveries
24  7  14  8  14 
Total mall revenues
74  39  25  16  73 
Mall operating expenses:
Common area maintenance
8  3  5  3  9 
Marketing and other direct operating expenses
4  1  1  2  3 
Mall operating expenses
12  4  6  5  12 
Property taxes(3)
1  —  —  —  2 
Provision for credit losses
—  —  1  —  — 
Mall-related expenses(4)
$ 13  $ 4  $ 7  $ 5  $ 14 
For the nine months ended September 30, 2019
Mall revenues:
Minimum rents(1)
$ 145  $ 82  $ 29  $ 29  $ 100 
Overage rents
13  4  8  1  12 
CAM, levies and direct recoveries
25  8  14  9  19 
Total mall revenues
183  94  51  39  131 
Mall operating expenses:
Common area maintenance
12  5  6  5  12 
Marketing and other direct operating expenses
5  1  1  3  4 
Mall operating expenses
17  6  7  8  16 
Property taxes(3)
—  —  —  —  4 
Recovery of credit losses
—  —  —  (1) — 
Mall-related expenses(4)
$ 17  $ 6  $ 7  $ 7  $ 20 
____________________
Note:    These tables exclude the results of our mall operations at Sands Macao and Sands Bethlehem, which was sold in May 2019.
(1)Minimum rents include base rents and straight-line adjustments of base rents.
(2)Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.
(3)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao have obtained a second exemption. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Hotel Macao expired in August 2019 and August 2020, respectively, and the exemption for Sands Cotai Central and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.
(4)Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and
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operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Development Projects
We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.
Macao
Our construction work continues for the renovation, expansion and rebranding of Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao. The Londoner Macao will feature new attractions and features internally and externally from London, including some of London’s most recognizable landmarks, such as the Houses of Parliament and Big Ben. We will add approximately 370 luxury suites in the Londoner Court, and the prior Holiday Inn-branded rooms and suites were converted to approximately 600 London-themed suites, referred to as The Londoner Hotel. We are utilizing suites as they are completed on a simulation basis for trial and feedback purposes. A number of new restaurants will open progressively from late 2020 and our retail offerings will be expanded and rebranded as the Shoppes at Londoner. Construction work on the conversion of Sands Cotai Central into the new integrated resort The Londoner Macao is progressing. We expect the Londoner Court suites to be completed in late 2020 and overall The Londoner Macao project to be delivered in phases throughout 2020 and 2021.
Construction of The Grand Suites at Four Seasons is now complete and features 289 additional luxury suites. We initiated approved gaming operations in this space in the first quarter of 2020 and recently obtained the hotel license for The Grand Suites at Four Seasons.
We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we complete the projects.
Singapore
In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Development Agreement”) pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats. The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on September 30, 2020). The amount of the total project cost will be finalized as we complete design and development and begin construction. In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project. In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction). We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement. On June 18, 2020, MBS, entered into an amendment letter that amends the facility agreement originally dated as of June 25, 2012 and extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule, in each case for the MBS Expansion Project.
Other
We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.

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Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
Nine Months Ended September 30,
2020 2019
(In millions)
Net cash generated from (used in) operating activities $ (1,316) $ 1,796 
Cash flows from investing activities:
Net proceeds from sale of Sands Bethlehem —  1,160 
Capital expenditures (1,078) (756)
Proceeds from disposal of property and equipment 1  1 
Acquisition of intangible assets —  (53)
Net cash generated from (used in) investing activities (1,077) 352 
Cash flows from financing activities:
Proceeds from exercise of stock options 22  44 
Repurchase of common stock —  (454)
Dividends paid and noncontrolling interest payments (911) (2,413)
Proceeds from long-term debt 1,945  3,500 
Repayments on long-term debt (451) (3,518)
Payments of financing costs (30) (127)
Net cash generated from (used in) financing activities 575  (2,968)
Effect of exchange rate on cash, cash equivalents and restricted cash (26) (9)
Decrease in cash, cash equivalents and restricted cash (1,844) (829)
Cash, cash equivalents and restricted cash at beginning of period 4,242  4,661 
Cash, cash equivalents and restricted cash at end of period $ 2,398  $ 3,832 
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the nine months ended September 30, 2020, decreased $3.11 billion compared to the nine months ended September 30, 2019. The main factor driving this decrease was the impact of the COVID-19 Pandemic on our operations, which significantly reduced visitation to our properties and caused the temporary shutdown of all of our properties at various times during 2020 as described above. We had a cash usage for operations in 2020 of $1.32 billion due to limited revenues. The COVID-19 Pandemic impacted our working capital, which was a cash outflow during the nine months ended September 30, 2020 as the amount of receivables collected was less than the settlement of operating accrued liabilities and a reduction to outstanding chips. In addition, the $1.80 billion of cash flow from operations in the prior year were impacted by the land lease payment made in 2019 in connection with the MBS Expansion Project.
Cash Flows — Investing Activities
Capital expenditures for the nine months ended September 30, 2020, totaled $1.08 billion. Included in this amount was $857 million for construction and development activities in Macao, which consisted primarily of $591 million for Sands Cotai Central related primarily to The Londoner Macao, $147 million for The Plaza Macao and Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao and $103 million for The Venetian Macao. Additionally, this amount included $137 million at Marina Bay Sands in Singapore; $80 million at our Las Vegas Operating Properties; and $4 million for corporate and other.
Capital expenditures for the nine months ended September 30, 2019, totaled $756 million. Included in this amount was $410 million for construction and development activities in Macao, which consisted primarily of $178 million for Sands Cotai Central related primarily to the Londoner Macao, $125 million for The Plaza Macao and
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Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao, $75 million for The Venetian Macao and $21 million for The Parisian Macao. Additionally, this amount included $134 million at Marina Bay Sands in Singapore; $153 million at our Las Vegas Operating Properties; and $57 million for corporate and other.
Cash Flows — Financing Activities
Net cash flows generated from financing activities were $575 million for the nine months ended September 30, 2020, which was primarily attributable to net proceeds of $1.49 billion on our various credit facilities, driven by the issuance of $1.50 billion of unsecured notes at SCL, partially offset by $911 million in dividend payments.
Net cash flows used in financing activities were $2.97 billion for the nine months ended September 30, 2019, which was primarily attributable to $2.41 billion in dividend payments, $454 million in common stock repurchases, $127 million in payments of financing costs and net repayments of $18 million on our various credit facilities.
Capital Financing Overview
We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.
In June 2020, SCL issued, in a private offering, two series of unsecured notes in an aggregate principal amount of $1.50 billion. The net proceeds from the offering will be used for incremental liquidity and general corporate purposes.
Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In September 2020, LVSC entered into an amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter during the period beginning on October 31, 2020, through and including December 31, 2021. In March 2020, SCL entered into a waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the maximum leverage ratio does not exceed 4.0x for any period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (other than with respect to the financial year ended December 31, 2019). In September 2020, SCL entered into a waiver extension and amendment request letter, pursuant to which the aforementioned waiver period was extended to January 1, 2022. In June 2020, MBS entered into an amendment letter, such that MBS will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021. As of September 30, 2020, our U.S. leverage ratio, as defined per the respective credit facility agreement, was 2.9x compared to the maximum leverage ratio allowed of 4.0x.
We held unrestricted cash and cash equivalents of approximately $2.38 billion and restricted cash and cash equivalents of approximately $17 million as of September 30, 2020, of which approximately $1.36 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.36 billion, approximately $1.05 billion is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.95 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.69 billion at exchange rates in effect on September 30, 2020) under our Singapore Delayed Draw Term Facility as of September 30, 2020, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.
On February 21, 2020, SCL paid a dividend of 0.99 Hong Kong dollars (“HKD”) to SCL stockholders (a total of $1.03 billion, of which we retained $717 million during the nine months ended September 30, 2020).
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On March 26, 2020, we paid a quarterly dividend of $0.79 per common share as part of a regular cash dividend program and, during the nine months ended September 30, 2020, recorded $603 million as a distribution against retained earnings.
We have suspended our quarterly dividend program and SCL did not pay a final dividend for 2019 due to the impact of the COVID-19 Pandemic.
We have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We believe we are well positioned to support our continuing operations, complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.
In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020. In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022. As of September 30, 2020, we have remaining authorization to repurchase $916 million of our outstanding common shares. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.
Aggregate Indebtedness and Other Contractual Obligations
As of September 30, 2020, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the issuance of the 2026 and 2030 SCL Senior Notes and the draw on the 2012 Singapore Delayed Draw Term Facility. These transactions are summarized below:
Payments Due During Period Ending December 31,
2020(1)
2021 - 2022 2023 - 2024 Thereafter Total
(In millions)
Long-Term Debt Obligations(2)
2026 and 2030 SCL Senior Notes $ —  $ —  $ —  $ 1,500  $ 1,500 
Singapore Delayed Draw Term Facility —  —  —  46  46 
Fixed Interest Payments(3)
17  125  122  214  478 
Variable Interest Payments(4)
—  2  2  1  5 
Total $ 17  $ 127  $ 124  $ 1,761  $ 2,029 
_______________________
(1)Represents the three-month period ending December 31, 2020.
(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Long-Term Debt” for further details on these financing transactions.
(3)Represents the fixed interest payments related to the 2026 and 2030 SCL Senior Notes.
(4)Based on the 1-month rate as of September 30, 2020, Singapore Swap Offer Rate (“SOR”) of 0.12% plus the applicable interest rate spread in accordance with the respective debt agreement.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we
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cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:
•the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects;
•general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;
•disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;
•the uncertainty of consumer behavior related to discretionary spending and vacationing at 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;
•regulatory policies in China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
•the ability of our subsidiaries to make distribution payments to us;
•our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;
•fluctuations in currency exchange rates and interest rates;
•increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;
•our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;
•our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
•the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;
•our insurance coverage, including the risk 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;
•our ability to collect gaming receivables from our credit players;
•our relationship with gaming promoters in Macao;
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•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 securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet;
•increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
•the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;
•new taxes, changes to existing tax rates or proposed changes in tax legislation 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;
•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.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.
In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.
The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are interest rate risk associated with our long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar
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instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.
As of September 30, 2020, the estimated fair value of our long-term debt was approximately $14.64 billion, compared to its contractual value of $14.03 billion. The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by $555 million. A hypothetical 100 basis point change in the Singapore Swap Offer Rate would cause our annual interest cost on our long-term debt to change by approximately $30 million.
Foreign currency transaction gains were $30 million for the nine months ended September 30, 2020, primarily due to U.S. dollar denominated debt issued by SCL and Singapore denominated intercompany debt reported in U.S. dollars. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of September 30, 2020, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $22 million, and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $62 million. The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of September 30, 2020, and have concluded they are effective at the reasonable assurance level.
It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or were reasonably likely to have a material effect, on the Company’s internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 6 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
In addition to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the following risk factor was identified:
The COVID-19 Pandemic has adversely affected the number of visitors to our facilities and disrupted our operations, resulting in lower revenues and cash flows. This adverse impact is anticipated to continue until the global COVID-19 Pandemic is contained.
The impact of the COVID-19 Pandemic and measures to prevent its spread are expected to continue to impact our results, operations, cash flows and liquidity.
We expect the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue. Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated. Even once travel advisories and restrictions are modified or cease to be necessary, demand for integrated resorts may remain weak for a significant length of time and we cannot predict if or when the gaming and non-gaming activities of our properties will return to pre-outbreak levels of volume or pricing. In particular, future demand for integrated resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for meetings, incentives, conventions and exhibitions (“MICE”) resulting from the impact of the COVID-19 Pandemic. In addition, we cannot predict the impact the COVID-19 Pandemic will have on our mall tenants in Macao and Singapore.
We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the earnings and cash flow generated by our operating properties. If the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries’ ability to generate sufficient earnings and cash flow to pay dividends or distributions in the future will be negatively impacted. For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019.
Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior or could impact our current construction projects in Macao and Singapore. There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays. The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term. Any of these events may continue to disrupt our ability to staff our business adequately, could continue to generally disrupt our operations or construction projects and if the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, would have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are required to raise additional capital in the future, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing would be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict
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our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants. SCL, MBS and LVSC have each entered into a waiver and amendment request letter with their lenders to waive certain of their financial requirements through January 1, 2022 for SCL and December 31, 2021 for both MBS and LVSC.
The COVID-19 Pandemic has had, and will continue to have, an adverse effect on our results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.
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ITEM 6 — EXHIBITS
List of Exhibits
Exhibit No. Description of Document
3.1
10.1*
10.2*
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 nine months ended September 30, 2020, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019, (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
____________________
*    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.

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LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
LAS VEGAS SANDS CORP.
October 23, 2020 By:
/S/ SHELDON G. ADELSON
Sheldon G. Adelson
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
October 23, 2020 By:
/S/ PATRICK DUMONT
Patrick Dumont
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

58
        EXHIBIT 3.1
SECOND AMENDED AND RESTATED
BY-LAWS
(as further amended effective October 20, 2020)
of
LAS VEGAS SANDS CORP.
(A Nevada Corporation)
 
ARTICLE 1
DEFINITIONS
 
As used in these By-laws, unless the context otherwise requires, the term:
 
1.1           “Assistant Secretary” means an Assistant Secretary of the Corporation.
 
1.2           “Assistant Treasurer” means an Assistant Treasurer of the Corporation.
 
1.3           “Board” means the Board of Directors of the Corporation.
 
1.4           “By-laws” means these Amended and Restated By-Laws of the Corporation, as further amended from time to time.
 
1.5           “Certificate of Incorporation” means the Certificate of Amended and Restated Articles of Incorporation of the Corporation, as further amended, supplemented or restated from time to time.
 
1.6           “Chairman” means the Chairman of the Board of Directors of the Corporation.
 
1.7           “Corporation” means Las Vegas Sands Corp., a Nevada corporation.
 
1.8           “Directors” means directors of the Corporation.
 
1.9           “Entire Board” means all then authorized directors of the Corporation.
 
1.10         “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.
 
1.11         “General Corporation Law” means Chapter 78 of the Nevada Revised Statutes, as amended from time to time.
 
 


1.12         “Office of the Corporation” means the executive office of the Corporation.
 
1.13         “President” means the President of the Corporation.
 
1.14         “Secretary” means the Secretary of the Corporation.
 
1.15         “Securities Act” means the Securities Act of 1933, as amended, or any successor statute thereto.
 
1.16         “Stockholders” means stockholders of the Corporation.
 
1.17         “Treasurer” means the Treasurer of the Corporation.
 
1.18         “Vice President” means a Vice President of the Corporation.
 
ARTICLE 2
STOCKHOLDERS
 
2.1           Place of Meetings.  Every meeting of Stockholders may be held at such place, within or without the State of Nevada, as may be designated by resolution of the Board from time to time.  The Board may, in its sole discretion, determine that the meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Nevada law.
 
2.2           Annual Meeting.  A meeting of Stockholders shall be held annually for the election of Directors at such date and time as may be designated by resolution of the Board from time to time.  Any other business may be transacted at the annual meeting.
 
2.3           Special Meetings.  Special meetings of Stockholders may be called only by (a) the Chairman or (b) a majority of the members of the Board and may not be called by any other person or persons.  Business transacted at any special meeting of Stockholders shall be limited to the purpose stated in the notice.
 
2.4           Fixing Record Date.  For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof or (ii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and which record date shall not be (x) in the case of clause (a)(i) above, more than 60 days nor less than 10 days before the date of such meeting and (y) in the case of clause (a)(ii) or (b) above, more than 60 days prior to such action.  If no such record date is fixed:


 
2.4.1        the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the close of business on the day  next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held; and
 
2.4.2        the record date for determining Stockholders for any purpose other than those specified in Section 2.4.1 hereof shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
 
When a determination of Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.
 
2.5           Notice of Meetings of Stockholders.  Whenever under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Notice of any meeting shall be given, not less than 10 nor more than 59 days before the date of the meeting, to each Stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his or her address as it appears on the records of the Corporation.  An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  Any meeting of Stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.
 
2.6           Waivers of Notice.  Waiver by a Shareholder in writing of a notice required to be given to such Shareholder shall constitute a waiver of notice of the meeting, whether executed and/or delivered before or after such meeting.  Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted


at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any waiver of notice.
 
2.7           List of Stockholders.  With the frequency required by law, the Secretary shall prepare a list of the Corporation’s stockholders, which shall be made available for inspection and copying as and to the extent required by applicable law, including without limitation Section 78.105 of the Nevada Revised Statutes. In addition, the Secretary shall prepare and make, or cause to be prepared and made, at least 10 days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  Such list shall be open to the examination of any Stockholder, the Stockholder’s agent or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, during the meeting and during ordinary business hours for a period of at least 10 days prior to the meeting, at the principal place of business of the Corporation.
 
2.8           Quorum of Stockholders; Adjournment.  At each meeting of Stockholders, the presence in person or by proxy of the holders of a majority in voting power of all outstanding shares of stock entitled to vote at the meeting of Stockholders, shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than a majority in voting power of the shares of such class or series or classes or series.  When a quorum is present to organize a meeting of Stockholders and for purposes of voting on any matter, the quorum for such meeting or matter is not broken by the subsequent withdrawal of any Stockholders.  In the absence of a quorum, the holders of a majority in voting power of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
 
2.9           Voting; Proxies.  Subject to any voting rights that may be granted to a holder of shares of a series of the Corporation’s preferred stock then outstanding, every Stockholder entitled to vote at any meeting of Stockholders shall be entitled to one vote for each share of stock held by such Stockholder which has voting power upon the matter in question.  At any meeting of Stockholders, all matters, except as otherwise provided by Articles 5, 8 and 9 of the Certificate of Incorporation, Sections 3.3, 3.6 and 7.7 of these By-laws, any provision of the Certificate of Incorporation or these By-laws subsequently adopted requiring a different proportion, the rules and regulations of any stock exchange applicable to the Corporation, applicable law or pursuant to any rules or regulations applicable to the Corporation or its securities, shall be


decided by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon.  At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect.  Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon after six months from its date, unless the proxy provides for a longer period, not to exceed seven years.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.
 
2.10         Voting Procedures and Inspectors of Election at Meetings of Stockholders.  The Board, in advance of any meeting of Stockholders, may appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting and make a written report thereof.  The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting, the person presiding at the meeting may appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.  Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting.  No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless any court properly applying jurisdiction over the Corporation upon application by a Stockholder shall determine otherwise.  In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law.  No person who is a candidate for office at an election may serve as an inspector at such election.
 
2.11         Conduct of Meetings; Organization; Director Nominations and Other Stockholder Proposals.
 
(a)           The Board may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate.  At each meeting of Stockholders, the President, or in the absence of the President, the


Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall preside over the meeting.  Except to the extent inconsistent with such rules and regulations as are adopted by the Board, the person presiding over any meeting of Stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting applicable to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  The presiding officer at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding officer should so determine, such person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.  The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting.  In case none of the officers above designated to act as the person presiding over the meeting or as secretary of the meeting, respectively, shall be present, a person presiding over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board, and in case the Board has not so acted, in the case of the designation of a person to act as secretary of the meeting, the person to act as secretary of the meeting shall be designated by the person presiding over the meeting.
 
(b)           Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors.  Nominations of persons for election to the Board may be made at an annual meeting or special meeting of Stockholders only (i) by or at the direction of the Board, (ii) by any nominating committee designated by the Board or (iii) by any Stockholder of the Corporation who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote for the election of Directors at the meeting and who complies with the applicable provisions of Section 2.11(d) hereof (persons nominated in accordance with (iii) above are referred to herein as “Stockholder nominees”).
 


(c)           At any annual meeting of Stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting of Stockholders, (i) business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a Stockholder who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the applicable provisions of Section 2.11(d) hereof (business brought before the meeting in accordance with (iii) above is referred to as “Stockholder business”).
 
(d)           At any annual or special meeting of Stockholders (i) all nominations of Stockholder nominees must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Nomination”) and (ii) all proposals of Stockholder business must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Business”).  To be timely, the Notice of Nomination or the Notice of Business, as the case may be, must be delivered personally to, or mailed to, and received at the Office of the Corporation, addressed to the attention of the Secretary, (i) in the case of the nomination of a person for election to the Board, or business to be conducted, at an annual meeting of Stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date of the prior year’s annual meeting of Stockholders or (ii) in the case of the nomination of a person for election to the Board at a special meeting of Stockholders, not more than one hundred and twenty (120) days prior to and not less than the later of (a) ninety (90) days prior to such special meeting or (b) the tenth day following the day on which the notice of such special meeting was made by mail or Public Disclosure; provided, however, that in the event that either (i) the annual meeting of Stockholders is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the first anniversary of the prior year’s annual meeting of Stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of the Corporation’s first annual meeting of Stockholders as a corporation with a class of equity security registered under the Securities Act, notice by the Stockholder to be timely must be received (i) no earlier than one hundred and twenty (120) days prior to such annual meeting and (ii) no later than the later of ninety (90) days prior to such annual meeting or ten (10) days following the day the notice of such annual meeting was made by mail or Public Disclosure, regardless of any postponement, deferral or adjournment of the meeting to a later date.  In no event shall the Public Disclosure of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of the Notice of Nomination or Notice of Business, as applicable.
 
Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the


nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered at the Office of the Corporation, addressed to the attention of the Secretary, not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.
 
The Notice of Nomination shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing to make nominations, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (iv) all information regarding each Stockholder nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Exchange Act, and the written consent of each such Stockholder nominee to being named in a proxy statement as a nominee and to serve if elected and (v) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such nominations were a participant in a solicitation subject to Section 14 of the Exchange Act.  The Corporation may require any Stockholder nominee to furnish such other information as it may reasonably require to determine the eligibility of such Stockholder nominee to serve as a Director of the Corporation.  The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting that any proposed nomination of a Stockholder nominee was not made in accordance with the foregoing procedures and, if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
 
The Notice of Business shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing such Stockholder business, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business, (iv) a brief description of the Stockholder business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws, the language of the proposed amendment, and the reasons for conducting such Stockholder business at the annual meeting, (v) any material interest of the Stockholder and/or beneficial owner in such Stockholder business and (vi) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such Stockholder business were a participant in a solicitation subject to Section 14 of the Exchange Act.  Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at the annual meeting of Stockholders except in accordance with the procedures set forth in this


Section 2.11(d), provided, however, that nothing in this Section 2.11(d) shall be deemed to preclude discussion by any Stockholder of any business properly brought before the annual meeting in accordance with said procedure.  Nevertheless, it is understood that Stockholder business may be excluded if the exclusion of such Stockholder business is permitted by the applicable regulations of the Securities and Exchange Commission. Only such business shall be conducted at a special meeting of Stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the foregoing procedures and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
 
Notwithstanding the foregoing provisions of this Section 2.11, if the Stockholder (or a qualified representative of the Stockholder) does not appear at the annual or special meeting of Stockholders to present the Stockholder nomination or the Stockholder business, as applicable, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
 
For purposes of this Section 2.11, “Public Disclosure” shall be deemed to be first made when disclosure of such date of the annual or special meeting of Stockholders, as the case may be, is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
 
Notwithstanding the foregoing, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.  Nothing in this Section 2.11 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.
 
2.12         Order of Business.  The order of business at all meetings of Stockholders shall be as determined by the person presiding over the meeting.
 
ARTICLE 3
DIRECTORS
 
3.1           General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board.  The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
 


3.2           Number; Qualification; Term of Office.  The total number of Directors constituting the Entire Board shall be not less than 3 nor more than 15, with the then-authorized number of Directors being fixed from time to time by the Board.  Directors need not be Stockholders. Each Director shall be elected to hold office for a term expiring at the next annual meeting of Stockholders and until the election and qualification of his or her successor in office or until any such Director’s earlier death, resignation, disqualification or removal from office. 

3.3           Election.  Directors shall be elected by a plurality of the votes cast at a meeting of Stockholders by the holders of shares present in person or represented by proxy at the meeting and entitled to vote in the election.
 
3.4           Newly Created Directorships and Vacancies.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, any newly created Directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the remaining Directors then in office although less than a quorum, or by a sole remaining Director, and Directors so chosen shall hold office until the expiration of the term of office of the Director whom he or she has replaced or until his or her successor is duly elected and qualified. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director. When any Director shall give notice of resignation effective at a future date, the Board may fill such vacancy to take effect when such resignation shall become effective in accordance with the General Corporation Law.
 
3.5           Resignation.  Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.  Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.
 
3.6           Removal.  Except for those Directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of the Certificate of Incorporation, any Director, or the Entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66-2/3% of the total voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.
 
3.7           Compensation.  Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors, including as chairperson of such committee of Directors, in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee


meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties. Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.
 
3.8           Regular Meetings.  Regular meetings of the Board may be held without notice at such times and at such places within or without the State of Nevada as shall from time to time be determined by the Board.
 
3.9           Special Meetings.  Special meetings of the Board may be held at any time or place, within or without the State of Nevada, whenever called by the Chairman, the President or the Secretary or by a majority of the Directors then serving as Directors on at least 24 hours’ notice to each Director given by one of the means specified in Section 3.12 hereof other than by mail, or on at least three days’ notice if given by mail. Special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice on the written request of a majority of the Directors then serving as Directors. Notwithstanding the foregoing, for a majority of Directors then serving as Directors to call a special meeting of the Board or request that a special meeting be called, they must first give the Chairman prior written notice of the calling of, or request for, a special meeting and the proposed agenda for such meeting at least 12 hours before calling for or requesting such meeting given by one of the means specified in Section 3.12 hereof other than by mail (or with at least two days' notice if given by mail). In addition to the foregoing, if the Chairman determines that an emergency or other pressing issue exists that requires the consideration of the Board, the Chairman may call a special meeting of the Board upon three hours’ notice given by electronic mail to the electronic mail address of each Director on file with the Corporation.
 
3.10         Telephone Meetings.  Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.
 
3.11         Adjourned Meetings.  A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.12 hereof other than by mail, or at least three (3) days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.
 


3.12         Notice Procedure.  Subject to Sections 3.9 and 3.10 hereof, whenever notice is required to be given by the Corporation to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or other means of electronic transmission.
 
3.13         Waiver of Notice.  Waiver by a Director in writing of notice of a Director’s meeting shall constitute a waiver of notice of the meeting, whether executed and/or delivered before or after such meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written waiver of notice.
 
3.14         Organization.  At each meeting of the Board, the Chairman, or in the absence of the Chairman, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.
 
3.15         Quorum of Directors.  The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.
 
3.16         Action by Majority Vote.  Except as otherwise expressly required by applicable law, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
 
3.17         Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
 


ARTICLE 4
COMMITTEES OF THE BOARD
 
The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may adopt charters for one or more of such committees.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.  The Board may remove any Director from any committee at any time, with or without cause.  Unless otherwise specified in the resolution of the Board designating a committee or the charter for such committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes of its meetings.  Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.
 
ARTICLE 5
OFFICERS
 
5.1           Positions.  The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may elect, including a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by resolution of the Board.  The Board may elect one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it.  Any number of offices may be held by the same person.
 
5.2           Election.  The officers of the Corporation shall be elected by the Board at its annual meeting or at such other time or times as the Board shall determine.
 


5.3           Term of Office.  Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.  Any officer may be removed at any time, with or without cause, by the Board.  Any vacancy occurring in any office of the Corporation may be filled by the Board.  The removal of an officer, with or without cause, shall be without prejudice to the officer’s contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.
 
5.4           Fidelity Bonds.  The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
 
5.5           Chairman.  The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by resolution of the Board.
 
5.6           Chief Executive Officer. The Chief Executive Officer shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of the Board.  The Chief Executive Officer shall preside at all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present.  The Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by applicable law otherwise to be signed or executed and, in general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer of a corporation and such other duties as may from time to time be assigned to the Chief Executive Officer by resolution of the Board.
 
5.7           President.  At the request of the Chief Executive Officer, or, in the Chief Executive Officer’s absence, at the request of the Board, the President, if one shall have been appointed, shall perform all of the duties of the Chief Executive Officer and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the Chief Executive Officer.  The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by applicable law otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by resolution of the Board.


 
5.8           Vice Presidents.  At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on title) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President.  Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by resolution of the Board or by the President.
 
5.9           Secretary.  The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the Stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall be.  The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same on any instrument requiring it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary.  The Board may, by resolution, give general authority to any other officer to affix the seal of the Corporation and to attest the same by such officer’s signature.  The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President.  The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by resolution of the Board or by the President. 

5.10         Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such


information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial transactions of the Corporation; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by resolution of the Board or by the President.
 
5.11         Assistant Secretaries and Assistant Treasurers.  Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by resolution of the Board or by the President.

 
ARTICLE 6
INDEMNIFICATION
 
6.1           Right to Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.  Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.
 
6.2           Prepayment of Expenses.  The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.
 
6.3           Claims.  If a claim for indemnification or advancement of expenses under this Article 6 is not paid in full within 30 days after a written claim


therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
 
6.4           Nonexclusivity of Rights.  The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.
 
6.5           Other Sources.  The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.
 
6.6           Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.7           Other Indemnification and Prepayment of Expenses.  This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
 
ARTICLE 7
GENERAL PROVISIONS
 
7.1           Certificates Representing Shares.  The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. Every holder of stock shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman, if any, or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such holder of stock in the Corporation.  Any or all of the signatures upon a certificate may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.


 
7.2           Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.
 
7.3           Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
 
7.4           Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
 
7.5           Seal.  The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
 
7.6           Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board.
 
7.7           Amendments.  Subject to the rights of holders of shares of any series of the Corporation’s preferred stock then outstanding, these By-laws may be altered, amended or repealed and new By-laws may be adopted either (i) by a majority of the Board or (ii) by the affirmative vote of at least 66-2/3% of the voting power of the shares of then outstanding voting stock of the Corporation, voting together as a single class.


EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 23, 2020 By:
/S/ SHELDON G. ADELSON
Sheldon G. Adelson
Chief Executive Officer
(Principal Executive Officer)


EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Patrick Dumont, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 23, 2020 By:
/S/ PATRICK DUMONT
Patrick Dumont
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)


EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date: October 23, 2020 By:
/S/ SHELDON G. ADELSON
Sheldon G. Adelson
Chief Executive Officer
(Principal Executive Officer)


EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date: October 23, 2020 By:
/S/ PATRICK DUMONT
Patrick Dumont
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)