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Form 10-Q LAS VEGAS SANDS CORP For: Jun 30

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August 5, 2016 4:35 PM EDT

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________ 
Form 10-Q
____________________________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32373
____________________________________________________ 
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)
____________________________________________________ 
Nevada
 
27-0099920
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3355 Las Vegas Boulevard South
 
 
Las Vegas, Nevada
 
89109
(Address of principal executive offices)
 
(Zip Code)
(702) 414-1000
(Registrant’s telephone number, including area code)
 ____________________________________________________
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class
  
Outstanding at August 2, 2016
Common Stock ($0.001 par value)
  
794,753,618 shares


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

2

PART 1 FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
June 30,
2016
 
December 31,
2015
 
(In thousands, except share
and per share data)
(Unaudited)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
2,225,303

 
$
2,179,490

Restricted cash and cash equivalents
8,643

 
7,901

Accounts receivable, net
925,971

 
1,267,848

Inventories
42,358

 
42,573

Prepaid expenses and other
106,995

 
111,438

Total current assets
3,309,270

 
3,609,250

Property and equipment, net
16,107,145

 
15,731,638

Deferred income taxes, net
8,056

 
23,681

Leasehold interests in land, net
1,285,972

 
1,262,132

Intangible assets, net
113,304

 
71,586

Other assets, net
156,785

 
165,170

Total assets
$
20,980,532

 
$
20,863,457

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
106,405

 
$
110,408

Construction payables
391,064

 
364,136

Accrued interest payable
2,820

 
1,863

Other accrued liabilities
1,708,725

 
1,694,305

Income taxes payable
199,008

 
198,056

Current maturities of long-term debt
211,751

 
95,367

Total current liabilities
2,619,773

 
2,464,135

Other long-term liabilities
119,050

 
113,368

Deferred income taxes
205,018

 
201,734

Deferred proceeds from sale of The Shoppes at The Palazzo
268,044

 
268,427

Deferred gain on sale of The Grand Canal Shoppes
33,710

 
35,130

Deferred rent from mall sale transactions
113,255

 
113,995

Long-term debt
10,061,882

 
9,248,681

Total liabilities
13,420,732

 
12,445,470

Commitments and contingencies (Note 9)

 

Equity:
 
 
 
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 830,139,067 and 830,051,259 shares issued, 794,733,118 and 794,645,310 shares outstanding
830

 
830

Treasury stock, at cost, 35,405,949 shares
(2,443,036
)
 
(2,443,036
)
Capital in excess of par value
6,503,661

 
6,484,843

Accumulated other comprehensive income (loss)
22,015

 
(66,283
)
Retained earnings
2,344,018

 
2,840,387

Total Las Vegas Sands Corp. stockholders’ equity
6,427,488

 
6,816,741

Noncontrolling interests
1,132,312

 
1,601,246

Total equity
7,559,800

 
8,417,987

Total liabilities and equity
$
20,980,532

 
$
20,863,457

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

3

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except share and per share data)
(Unaudited)
Revenues:
 
 
 
 
 
 
 
Casino
$
2,017,136

 
$
2,301,498

 
$
4,099,332

 
$
4,678,186

Rooms
354,740

 
351,259

 
721,040

 
722,672

Food and beverage
187,695

 
178,418

 
375,262

 
367,829

Mall
139,589

 
135,282

 
274,520

 
263,096

Convention, retail and other
124,485

 
125,514

 
248,037

 
259,651

 
2,823,645


3,091,971

 
5,718,191

 
6,291,434

Less — promotional allowances
(173,564
)
 
(170,550
)
 
(351,870
)
 
(358,391
)
Net revenues
2,650,081

 
2,921,421

 
5,366,321

 
5,933,043

Operating expenses:
 
 
 
 
 
 
 
Casino
1,114,232

 
1,315,568

 
2,333,160

 
2,650,397

Rooms
65,468

 
64,840

 
130,818

 
130,631

Food and beverage
102,221

 
96,537

 
204,517

 
195,784

Mall
13,743

 
15,341

 
28,224

 
30,478

Convention, retail and other
59,898

 
69,965

 
118,431

 
138,222

Provision for doubtful accounts
42,193

 
36,056

 
87,590

 
93,406

General and administrative
301,374

 
315,602

 
600,574

 
640,080

Corporate
122,376

 
44,565

 
169,004

 
89,788

Pre-opening
33,230

 
10,654

 
41,839

 
20,233

Development
2,010

 
2,348

 
4,387

 
3,881

Depreciation and amortization
254,871

 
248,592

 
514,747

 
502,514

Amortization of leasehold interests in land
9,348

 
9,485

 
18,895

 
19,323

Loss on disposal of assets
10,416

 
2,558

 
9,804

 
17,881

 
2,131,380

 
2,232,111

 
4,261,990

 
4,532,618

Operating income
518,701

 
689,310

 
1,104,331

 
1,400,425

Other income (expense):
 
 
 
 
 
 
 
Interest income
2,002

 
4,062

 
4,029

 
10,440

Interest expense, net of amounts capitalized
(64,037
)
 
(65,801
)
 
(132,685
)
 
(132,056
)
Other income (expense)
(7,518
)
 
(151
)
 
(54,589
)
 
15,314

Income before income taxes
449,148

 
627,420

 
921,086

 
1,294,123

Income tax expense
(54,711
)
 
(45,929
)
 
(117,736
)
 
(101,594
)
Net income
394,437

 
581,491

 
803,350

 
1,192,529

Net income attributable to noncontrolling interests
(66,471
)
 
(112,318
)
 
(155,217
)
 
(211,433
)
Net income attributable to Las Vegas Sands Corp.
$
327,966

 
$
469,173

 
$
648,133

 
$
981,096

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.41

 
$
0.59

 
$
0.82

 
$
1.23

Diluted
$
0.41

 
$
0.59

 
$
0.82

 
$
1.23

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
794,580,095

 
797,715,773

 
794,534,477

 
797,827,230

Diluted
795,050,014

 
798,552,917

 
795,088,743

 
798,731,400

Dividends declared per common share
$
0.72

 
$
0.65

 
$
1.44

 
$
1.30

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

4

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
(Unaudited)
Net income
$
394,437

 
$
581,491

 
$
803,350

 
$
1,192,529

Currency translation adjustment, net of reclassification adjustment and before and after tax
29,529

 
33,711

 
87,014

 
(48,588
)
Total comprehensive income
423,966

 
615,202

 
890,364

 
1,143,941

Comprehensive income attributable to noncontrolling interests
(66,393
)
 
(112,930
)
 
(153,933
)
 
(212,543
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
357,573

 
$
502,272

 
$
736,431

 
$
931,398

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


5

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 
 
Las Vegas Sands Corp. Stockholders’ Equity
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
 
Noncontrolling
Interests
 
Total
 
(In thousands)
(Unaudited)
Balance at January 1, 2015
$
829

 
$
(2,237,952
)
 
$
6,428,762

 
$
76,101

 
$
2,945,846

 
$
1,806,996

 
$
9,020,582

Net income
—

 
—

 
—

 
—

 
981,096

 
211,433

 
1,192,529

Currency translation adjustment, net of reclassification adjustment
—

 
—

 
—

 
(49,698
)
 
—

 
1,110

 
(48,588
)
Exercise of stock options
1

 
—

 
6,291

 
—

 
—

 
1,786

 
8,078

Tax benefit from stock-based compensation
—

 
—

 
1,700

 
—

 
—

 
—

 
1,700

Conversion of equity awards to liability awards
—

 
—

 
(3,837
)
 
—

 
—

 
(1,635
)
 
(5,472
)
Stock-based compensation
—

 
—

 
24,789

 
—

 
—

 
3,924

 
28,713

Repurchase of common stock
—

 
(64,994
)
 
—

 
—

 
—

 
—

 
(64,994
)
Dividends declared
—

 
—

 
—

 
—

 
(1,037,550
)
 
(619,368
)
 
(1,656,918
)
Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(6,871
)
 
(6,871
)
Balance at June 30, 2015
$
830

 
$
(2,302,946
)
 
$
6,457,705

 
$
26,403

 
$
2,889,392

 
$
1,397,375

 
$
8,468,759

Balance at January 1, 2016
$
830

 
$
(2,443,036
)
 
$
6,484,843

 
$
(66,283
)
 
$
2,840,387

 
$
1,601,246

 
$
8,417,987

Net income
—

 
—

 
—

 
—

 
648,133

 
155,217

 
803,350

Currency translation adjustment
—

 
—

 
—

 
88,298

 
—

 
(1,284
)
 
87,014

Exercise of stock options
—

 
—

 
1,382

 
—

 
—

 
1,095

 
2,477

Tax shortfall from stock-based compensation
—

 
—

 
(219
)
 
—

 
—

 
—

 
(219
)
Conversion of equity awards to liability awards
—

 
—

 
(956
)
 
—

 
—

 
(408
)
 
(1,364
)
Stock-based compensation
—

 
—

 
18,611

 
—

 
—

 
2,800

 
21,411

Dividends declared
—

 
—

 
—

 
—

 
(1,144,502
)
 
(619,236
)
 
(1,763,738
)
Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(7,118
)
 
(7,118
)
Balance at June 30, 2016
$
830

 
$
(2,443,036
)
 
$
6,503,661

 
$
22,015

 
$
2,344,018

 
$
1,132,312

 
$
7,559,800

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


6

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
(In thousands)
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
803,350

 
$
1,192,529

Adjustments to reconcile net income to net cash generated from operating activities:
 
 
 
Depreciation and amortization
514,747

 
502,514

Amortization of leasehold interests in land
18,895

 
19,323

Amortization of deferred financing costs and original issue discount
22,316

 
21,930

Amortization of deferred gain on and rent from mall sale transactions
(2,160
)
 
(2,159
)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
50

 
280

Loss on disposal of assets
9,804

 
17,881

Stock-based compensation expense
21,162

 
27,191

Provision for doubtful accounts
87,590

 
93,406

Foreign exchange (gain) loss
27,008

 
(5,153
)
Excess tax benefits from stock-based compensation
(62
)
 
(2,242
)
Deferred income taxes
11,938

 
(21,503
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
274,914

 
63,385

Inventories
515

 
1,734

Prepaid expenses and other
9,697

 
12,296

Leasehold interests in land
(3,329
)
 
(4,394
)
Accounts payable
(5,184
)
 
(18,625
)
Accrued interest payable
946

 
(6,200
)
Income taxes payable
(7,747
)
 
(830
)
Other accrued liabilities
2,571

 
(309,830
)
Net cash generated from operating activities
1,787,021

 
1,581,533

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(750
)
 
(549
)
Capital expenditures
(706,146
)
 
(719,239
)
Proceeds from disposal of property and equipment
3,934

 
639

Acquisition of intangible assets
(47,315
)
 
—

Net cash used in investing activities
(750,277
)
 
(719,149
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
2,477

 
8,078

Excess tax benefits from stock-based compensation
62

 
2,242

Repurchase of common stock
—

 
(64,994
)
Dividends paid
(1,764,765
)
 
(1,345,804
)
Distributions to noncontrolling interests
(7,118
)
 
(6,871
)
Proceeds from long-term debt (Note 3)
1,260,591

 
1,459,277

Repayments of long-term debt (Note 3)
(497,005
)
 
(1,569,609
)
Payments of deferred financing costs
(233
)
 
(11,745
)
Net cash used in financing activities
(1,005,991
)
 
(1,529,426
)
Effect of exchange rate on cash
15,060

 
(20,597
)
Increase (decrease) in cash and cash equivalents
45,813

 
(687,639
)
Cash and cash equivalents at beginning of period
2,179,490

 
3,506,319

Cash and cash equivalents at end of period
$
2,225,303

 
$
2,818,680



7

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
(In thousands)
(Unaudited)
Supplemental disclosure of cash flow information:
 
 
 
Cash payments for interest, net of amounts capitalized
$
101,827

 
$
108,815

Cash payments for taxes, net of refunds
$
117,012

 
$
121,228

Change in construction payables
$
26,928

 
$
17,360

Non-cash investing and financing activities:
 
 
 
Capitalized stock-based compensation costs
$
249

 
$
325

Change in dividends payable included in other accrued liabilities
$
(1,027
)
 
$
311,114

Property and equipment acquired under capital lease
$
645

 
$
—

Conversion of equity awards to liability awards
$
1,364

 
$
5,472


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

8

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2015, 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 have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”
The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China), are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.
Operations
Macao
The Company currently owns 70.1% of SCL, which includes the operations of The Venetian Macao Resort Hotel ("The Venetian Macao"); Sands Cotai Central; Four Seasons Hotel Macao, Cotai Strip (the "Four Seasons Hotel Macao") and the Plaza Casino (together with the Four Seasons Hotel Macao, the "Four Seasons Macao"); Sands Macao; and other ancillary operations that support these properties. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.
Singapore
The Company owns and operates the Marina Bay Sands in Singapore. In April 2016, the Company paid $66.0 million Singapore dollars ("SGD," approximately $49.0 million at exchange rates in effect on June 30, 2016) to the Singapore Casino Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands for a three-year term and such license now expires in April 2019.
United States
The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and an expo and convention center (the “Sands Expo Center”) in Las Vegas, Nevada, and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”) in Bethlehem, Pennsylvania.
Development Projects
Macao
The Company is constructing The Parisian Macao, which is anticipated to open in September 2016, subject to Macao government approval. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.9 billion, inclusive of payments made for the land premium and pre-opening costs. The Company has capitalized costs of $2.21 billion, including the land premium (net of amortization) and $216.9 million in outstanding construction payables, as of June 30, 2016. In addition, the Company will be completing the development of some open areas surrounding its Cotai Strip properties.

9




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

Under the Company’s land concessions for Sands Cotai Central and The Parisian Macao, the Company is required to complete these developments by December 2016 and January 2017 (which was recently extended by the Macao government from November 2016), respectively. Should the Company determine it is unable to complete Sands Cotai Central or The Parisian Macao by their respective deadlines, the Company would then expect to apply for another extension from the Macao government to the extent necessary. If the Company is unable to meet the current deadlines and the deadlines for either development are not extended, the Company could lose its land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $4.89 billion or $2.21 billion in capitalized construction costs and land premiums (net of amortization), as of June 30, 2016, related to Sands Cotai Central and The Parisian Macao, respectively.
United States
The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company is evaluating the highest return opportunity for the project and intends to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of June 30, 2016.
Other
The Company continues to aggressively pursue new development opportunities globally.
Capital Financing Overview
Through June 30, 2016, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.
The Company held unrestricted cash and cash equivalents of $2.23 billion and restricted cash and cash equivalents of $8.6 million as of June 30, 2016. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In June 2016, the Company entered into an agreement to amend its Macao credit facility, which, once effective, will extend the maturity of a portion of the term loans under the facility to May 2022 and will provide for additional term loan commitments of $1.0 billion (see "— Note 3 — Long-Term Debt — 2011 VML Credit Facility”).
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In April 2016, the FASB issued an additional update that adds clarifying guidance to assist an entity with identifying performance obligations in contracts with customers and implementing licensing contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2017, with early application permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

10




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

In July 2015, the FASB issued an accounting standard update that requires inventory measured using any method other than last-in, first-out or the retail inventory method, to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. If the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss during the period in which it occurs. The guidance is effective for fiscal years beginning after December 15, 2016, and should be applied prospectively, with early adoption permitted. The adoption of this guidance will not have a material effect on the Company’s financial condition, results of operations and cash flows.
In February 2016, the FASB issued an accounting standard update on leases, which requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.
In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that annual period, with early adoption permitted. The guidance should be applied on a prospective, retrospective or modified retrospective approach depending on the specific portion of the guidance being applied. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.
Reclassification
The Company adopted the accounting standard update to simplify the presentation of debt issuance costs as of January 1, 2016, on a retrospective basis. As a result, debt issuance costs of $124.0 million related to its term loans were reclassified from deferred financing costs, net to long-term debt and debt issuance costs of $45.7 million related to its revolving debt were reclassified from deferred financing costs, net to other assets in the accompanying condensed consolidated balance sheet as of December 31, 2015. The reclassification did not have an effect on the Company's financial condition, results of operations and cash flows.
NOTE 2 — PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following (in thousands):
 
June 30,
2016
 
December 31,
2015
Land and improvements
$
560,572

 
$
556,947

Building and improvements
15,532,410

 
15,308,791

Furniture, fixtures, equipment and leasehold improvements
3,417,857

 
3,281,161

Transportation
454,097

 
456,942

Construction in progress
3,177,572

 
2,633,340

 
23,142,508

 
22,237,181

Less — accumulated depreciation and amortization
(7,035,363
)
 
(6,505,543
)
 
$
16,107,145

 
$
15,731,638


11




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

Construction in progress consists of the following (in thousands):
 
June 30,
2016
 
December 31,
2015
The Parisian Macao
$
2,113,859

 
$
1,588,474

Four Seasons Macao (principally the Four Seasons Apartments)
424,605

 
424,273

Sands Cotai Central
268,746

 
270,472

Other
370,362

 
350,121

 
$
3,177,572

 
$
2,633,340

The $370.4 million in other construction in progress as of June 30, 2016, consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.
In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP Limited Partnership ("GGP") (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo"). Under the terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $205.8 million (net of $94.2 million of accumulated depreciation) as of June 30, 2016, will continue to be recorded on the Company’s condensed consolidated balance sheet and will continue to be depreciated in the Company’s condensed consolidated statement of operations.
During the three and six months ended June 30, 2016 and the three and six months ended June 30, 2015, the Company capitalized interest expense of $11.3 million, $21.2 million, $5.5 million and $9.7 million, respectively. During the three and six months ended June 30, 2016 and the three and six months ended June 30, 2015, the Company capitalized approximately $6.7 million, $14.4 million, $8.1 million and $15.6 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

12




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

NOTE 3 — LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
 
June 30,
2016
 
December 31,
2015
Corporate and U.S. Related:
 
 
 
2013 U.S. Credit Facility — Term B (net of unamortized original issue discount and deferred financing costs of $14,478 and $16,102, respectively)
$
2,179,272

 
$
2,188,898

2013 U.S. Credit Facility — Revolving(1)
441,000

 
630,000

Airplane Financings (net of unamortized deferred financing costs of $37 and $65, respectively)
58,104

 
59,918

HVAC Equipment Lease
14,425

 
15,155

Other
82

 
140

Macao Related:
 
 
 
2011 VML Credit Facility — Extended Term (net of unamortized deferred financing costs of $40,719 and $46,943, respectively)
2,347,489

 
2,342,608

2011 VML Credit Facility — Accordion Term (net of unamortized deferred financing costs of $9,070 and $10,147, respectively)
990,178

 
989,792

2011 VML Credit Facility — Extended Revolving(1)
1,000,564

 
—

Other
4,077

 
4,353

Singapore Related:
 
 
 
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $54,216 and $58,743, respectively)
3,238,442

 
3,113,184

 
10,273,633

 
9,344,048

Less — current maturities
(211,751
)
 
(95,367
)
Total long-term debt
$
10,061,882

 
$
9,248,681

____________________
(1)
Unamortized deferred financing costs of $40.0 million and $45.7 million as of June 30, 2016 and December 31, 2015, respectively, related to the U.S., Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.

2013 U.S. Credit Facility
As of June 30, 2016, the Company had $806.9 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit.
2011 VML Credit Facility
During June 2016, the Company entered into an agreement (the "VML Amendment Agreement") to amend its 2011 VML Credit Facility to, among other things, extend the maturity of a portion of the existing term loans and obtain new term loan commitments (as so amended and restated, the "Restated VML Credit Agreement"). The effectiveness of the Restated VML Credit Agreement is subject to satisfaction of certain closing conditions (the date such conditions are satisfied, the "Restatement Date"), including, among other things, approval by the Macao government. Pursuant to the VML Amendment Agreement and as of the Restatement Date, certain lenders will extend the maturity of existing term loans (the "Extended Initial VML Term Loans") to May 31, 2022, the balance which is expected to be $3.12 billion in aggregate principal amount consisting of $2.12 billion related to the Extended 2011 VML Term Facility and $1.0 billion related to the 2011 VML Accordion Term. In addition, certain lenders agreed to provide $1.0 billion in aggregate principal amount of new term loan commitments with a maturity date of May 31, 2022 (the “New Initial VML Term Loans,” and together with the Extended Initial VML Term Loans, the "Extended VML Term Loans") as of the Restatement Date. The balance of the term loans under the 2011 VML Credit Facility that are not Extended VML Term Loans (the “Non-Extended VML Term Loans”) is expected to be $269.3 million as of the Restatement Date. The terms

13




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

and maturity date of the Extended 2011 VML Revolving Facility will remain unchanged. Borrowings under the New Initial VML Term Loans will be used for working capital requirements and general corporate purposes.
Upon satisfaction of the remaining closing conditions, the following terms for the Extended VML Term Loans will apply. The Extended VML Term Loans will mature on May 31, 2022. Commencing with the quarterly period ending March 31, 2020, and at the end of each subsequent quarter through December 31, 2020, the Extended VML Term Loans will require the borrower to repay on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of the Restatement Date. For the quarterly periods ending on March 31 through June 30, 2021, the borrower will be required to repay the outstanding Extended VML Term Loans on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Restatement Date. For the quarterly periods ending on September 30 through December 31, 2021, the borrower will be required to repay the outstanding Extended VML Term Loans on a pro rata basis in an amount equal to 12.5% of the aggregate principal amount outstanding as of the Restatement Date. For the quarterly period ending on March 31, 2022, the borrower will be required to repay the outstanding Extended VML Term Loans on a pro rata basis in an amount equal to 20.0% of the aggregate principal amount outstanding as of the Restatement Date. The remaining balance on the Extended VML Term Loans will be due on the maturity date.
The Extended VML Term Loans will bear interest, at the Company's option, at either the adjusted Eurodollar rate or Hong Kong Inter-bank Offered Rate (“HIBOR”), plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the consolidated total leverage ratio as set forth in the Restated VML Credit Agreement. The credit spread will range from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate.
As of June 30, 2016, the Company had $1.0 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.
2012 Singapore Credit Facility
As of June 30, 2016, the Company had 494.5 million SGD (approximately $366.8 million at exchange rates in effect on June 30, 2016) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit. 
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):
 
Six Months Ended 
 June 30,
 
2016
 
2015
Proceeds from 2011 VML Credit Facility
$
1,000,591

 
$
999,277

Proceeds from 2013 U.S. Credit Facility
260,000

 
460,000

 
$
1,260,591

 
$
1,459,277

Repayments on 2013 U.S. Credit Facility
$
(460,250
)
 
$
(711,250
)
Repayments on 2011 VML Credit Facility
—

 
(820,188
)
Repayments on 2012 Singapore Credit Facility
(33,204
)
 
(34,316
)
Repayments on Airplane Financings
(1,844
)
 
(1,844
)
Repayments on HVAC Equipment Lease and Other Long-Term Debt
(1,707
)
 
(2,011
)
 
$
(497,005
)
 
$
(1,569,609
)

14




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

Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of June 30, 2016 and December 31, 2015, was approximately $10.14 billion and $9.22 billion, respectively, compared to its carrying value of $10.37 billion and $9.46 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).
NOTE 4 — EQUITY AND EARNINGS PER SHARE
Common Stock
Dividends
On March 31 and June 30, 2016, the Company paid a dividend of $0.72 per common share as part of a regular cash dividend program. During the six months ended June 30, 2016, the Company recorded $1.14 billion as a distribution against retained earnings (of which $621.7 million related to the Principal Stockholder and his family and the remaining $522.8 million related to all other shareholders).
On March 31 and June 30, 2015, the Company paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the six months ended June 30, 2015, the Company recorded $1.04 billion as a distribution against retained earnings (of which $561.2 million related to the Principal Stockholder and his family and the remaining $476.3 million related to all other shareholders).
In July 2016, the Company’s Board of Directors declared a quarterly dividend of $0.72 per common share (a total estimated to be approximately $572 million) to be paid on September 30, 2016, to shareholders of record on September 22, 2016.
Repurchase Program
In October 2014, the Company's Board of Directors authorized the repurchase of $2.0 billion of its outstanding common stock, which expires in October 2016. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the six months ended June 30, 2016, there were no share repurchases under this program. During the six months ended June 30, 2015, the Company repurchased 1,287,537 shares of its common stock for $65.0 million (including commissions) under this program. All share repurchases of the Company's common stock are recorded as treasury stock.
Noncontrolling Interests
On February 26 and June 24, 2016, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which the Company retained $1.45 billion during the six months ended June 30, 2016). On February 27, 2015, SCL paid a dividend of HKD 0.99 per share, and, on June 17, 2015, SCL shareholders approved a dividend of HKD 1.00 per share, which was paid on July 15, 2015 (a total of $2.07 billion, of which the Company retained $1.45 billion).
During the six months ended June 30, 2016 and 2015, the Company distributed $7.1 million and $6.9 million, respectively, to certain of its noncontrolling interests.

15




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
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 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
794,580,095

 
797,715,773

 
794,534,477

 
797,827,230

Potential dilution from stock options and restricted stock and stock units
469,919

 
837,144

 
554,266

 
904,170

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
795,050,014

 
798,552,917

 
795,088,743

 
798,731,400

Antidilutive stock options excluded from the calculation of diluted earnings per share
6,720,342

 
6,070,416

 
6,680,342

 
6,052,807

Accumulated Other Comprehensive Income (Loss)
As of June 30, 2016 and December 31, 2015, accumulated other comprehensive income (loss) consisted solely of foreign currency translation adjustments. During the three and six months ended June 30, 2015, a $5.3 million gain related to the dissolution of a wholly owned foreign subsidiary was reclassified from accumulated other comprehensive income and comprehensive income to net income. The amount is included in other income (expense) in the accompanying consolidated statements of operations.
NOTE 5 — VARIABLE INTEREST ENTITIES
The Company consolidates any variable interest entities (“VIEs”) in which it is the primary beneficiary and discloses significant variable interests in VIEs for which it is not the primary beneficiary, if any, which designation is determined based on accounting standards for VIEs.
The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.
As of June 30, 2016 and December 31, 2015, the Company’s consolidated joint ventures had total assets of $78.3 million and $79.4 million, respectively, and total liabilities of $160.1 million and $148.4 million, respectively.
NOTE 6 — INCOME TAXES
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Company is subject to examination for tax years beginning 2010 in the U.S. and Singapore, and tax years beginning in 2011 in Macao. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 through 2012. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, which may impact the provision for income taxes.
The Company does not consider current year’s tax earnings and profits of its foreign subsidiaries to be permanently reinvested. Beginning with the year ended December 31, 2015, the Company’s major foreign subsidiaries distributed, and may continue to distribute, earnings in excess of their current year’s tax earnings and profits in order to meet the Company’s liquidity needs. The Company has not provided deferred taxes for foreign earnings that are indefinitely

16




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

reinvested in the applicable foreign jurisdictions. The Company expects there will be sufficient creditable foreign taxes to offset any U.S. income tax that would result from the repatriation of these foreign earnings. The Company recorded valuation allowances on certain net deferred tax assets of its U.S. operations and certain foreign jurisdictions. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and to the extent it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will reduce the valuation allowance in the period such determination is made.
In October 2013, the Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. In May 2014, the Company entered into an agreement with the Macao government, effective through the end of 2018, that provides for an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on June 30, 2016) that is a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits.
NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION
Stock-based compensation activity under the LVSC 2004 and SCL Equity Plans is as follows (in thousands, except weighted average grant date fair values):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Compensation expense:
 
 
 
 
 
 
 
Stock options
$
6,152

 
$
6,297

 
$
14,468

 
$
15,292

Restricted stock and stock units
1,414

 
8,693

 
6,792

 
11,899

 
$
7,566

 
$
14,990

 
$
21,260

 
$
27,191

Compensation cost capitalized as part of property and equipment
$
132

 
$
153

 
$
249

 
$
325

LVSC 2004 Plan:
 
 
 
 
 
 
 
Stock options granted
—

 
127

 
1,112

 
435

Weighted average grant date fair value
$
—

 
$
11.29

 
$
8.52

 
$
12.04

Restricted stock granted
17

 
17

 
62

 
39

Weighted average grant date fair value
$
46.75

 
$
54.99

 
$
42.50

 
$
55.23

Restricted stock units granted
—

 
—

 
—

 
—

Weighted average grant date fair value
$
—

 
$
—

 
$
—

 
$
—

SCL Equity Plan:
 
 
 
 
 
 
 
Stock options granted
318

 
2,096

 
17,746

 
2,744

Weighted average grant date fair value
$
0.67

 
$
0.91

 
$
0.73

 
$
0.95

Restricted stock units granted
—

 
—

 
—

 
119

Weighted average grant date fair value
$
—

 
$
—

 
$
—

 
$
4.90


During the three and six months ended June 30, 2016, SCL paid $1.2 million and $1.4 million, respectively, to settle vested restricted stock units that were previously classified as equity awards. During the three and six months ended June 30, 2015, SCL paid $2.9 million to settle vested restricted stock units that were previously classified as equity awards.

17




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

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
LVSC 2004 Plan:
 
 
 
 
 
 
 
Weighted average volatility
—
%
 
35.6
%
 
35.3
%
 
37.3
%
Expected term (in years)
0.0

 
5.8

 
5.8

 
5.8

Risk-free rate
—
%
 
1.4
%
 
1.5
%
 
1.3
%
Expected dividends
—
%
 
4.7
%
 
6.0
%
 
4.7
%
SCL Equity Plan:
 
 
 
 
 
 
 
Weighted average volatility
37.7
%
 
44.9
%
 
40.9
%
 
44.8
%
Expected term (in years)
4.4

 
4.0

 
4.4

 
4.0

Risk-free rate
1.0
%
 
0.6
%
 
1.3
%
 
0.7
%
Expected dividends
5.4
%
 
6.1
%
 
5.5
%
 
6.0
%
NOTE 8 — FAIR VALUE MEASUREMENTS
Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company currently uses certain derivatives as effective economic hedges to offset foreign currency forward contracts to manage its foreign currency exposure. Foreign currency forward contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The aggregate notional value of these foreign currency contracts was $492.1 million and $672.7 million as of June 30, 2016 and December 31, 2015, respectively. As these derivatives have not been designated and/or do not qualify for hedge accounting, the changes in fair value are recognized as other income (expense) in the accompanying consolidated statements of operations.

18




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

The following table provides the assets and liabilities carried at fair value (in thousands):
 
 
 
Fair Value Measurements Using:
 
Total Carrying
Value
 
Quoted Market
Prices in Active
Markets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
As of June 30, 2016
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents(1)
$
905,945

 
$
905,945

 
$
—

 
$
—

Liabilities
 
 
 
 
 
 
 
Forward contracts(2)
$
25,602

 
$
—

 
$
25,602

 
$
—

As of December 31, 2015
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents(1)
$
905,276

 
$
905,276

 
$
—

 
$
—

Forward contracts(2)
$
4,197

 
$
—

 
$
4,197

 
$
—

Interest rate caps(3)
$
—

 
$
—

 
$
—

 
$
—

____________________
(1)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2)
As of June 30, 2016 and December 31, 2015, the Company had 17 and 19 foreign currency forward contracts, respectively, with fair values based on recently reported market transactions of forward rates. Assets were included in prepaid expenses and other and liabilities were included in other accrued liabilities in the accompanying condensed consolidated balance sheets. For the three and six months ended June 30, 2016, the Company recorded a $7.7 million gain and $28.1 million loss, respectively, related to the change in fair value of the forward contracts. The Company did not have forward contracts during the three and six months ended June 30, 2015.
(3)
As of June 30, 2016, the Company had no interest rate cap agreements. As of December 31, 2015, the Company had one interest rate cap agreement with a nominal aggregate fair value based on recently reported market transactions of interest rates, which was recorded in prepaid expenses and other in the accompanying condensed consolidated balance sheet.
NOTE 9 — 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.
On October 15, 2004, Richard Suen and Round Square Company Limited (“Roundsquare”) filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other

19




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

rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company’s motion. On October 17, 2013, the District Court entered an order granting plaintiff's request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, Roundsquare filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, Roundsquare filed their answering brief. On January 12, 2015, the defendants filed their reply brief. On January 27, 2015, Roundsquare filed their reply brief. The Nevada Supreme Court set oral argument for December 17, 2015, before a panel of justices only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled. On March 11, 2016, the Nevada Supreme Court issued an order affirming the judgment of liability, but reversing the damages award and remanding for a new trial on damages. On March 29, 2016, Roundsquare filed a petition for rehearing. The Nevada Supreme Court ordered an answer by the Company, which the Company filed on May 4, 2016. On May 12, 2016, Roundsquare filed a motion for leave to file a reply brief in support of their petition for rehearing, and on May 19, 2016, the Company filed an opposition to that motion. On June 24, 2016, the Nevada Supreme Court issued an order granting Roundsquare's petition for rehearing and submitting the appeal for decision on rehearing without further briefing or oral argument. On July 22, 2016, the Nevada Supreme Court once again ordered a new trial on the issue of damages. The Company believes that the amount of any loss cannot be reasonably estimated at this time and has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.
On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. Between March 16, 2011 and September 18, 2015, Mr. Jacobs filed various amended complaints in the action that, among other things, added a claim for defamation per se against Sheldon G. Adelson, LVSC and SCL, and added VML as a defendant on the two breach of contract claims alleged in the complaint.
On December 18, 2015, plaintiff voluntarily dismissed VML from the action. On January 29, 2016, Mr. Jacobs filed a complaint against VML in the United States District Court for the District of Nevada (the "U.S. District Court") alleging a breach of contract claim similar to the one he had brought against VML in the state District Court and then dismissed. VML filed a motion to dismiss the complaint, which was fully briefed on March 31, 2016.
On May 31, 2016, the parties reached a comprehensive, confidential settlement through which Mr. Jacobs dismissed all claims in the District Court, Nevada Supreme Court and the U.S. District Court against LVSC, SCL, VML and Mr. Sheldon G. Adelson and released all claims as of the settlement date.
On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company was also advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. As previously disclosed by LVSC, (i) on August 26, 2013, it was announced that LVSC entered into a non-prosecution agreement with the U.S. Attorney’s Office for the Central District of California (the “NPA”), and (ii) on April 7, 2016, the SEC announced a comprehensive civil administrative settlement with LVSC in which LVSC

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neither admitted nor denied allegations related to the internal controls and books and records provisions of the FCPA pursuant to Section 21(c) of the Securities Exchange Act of 1934, as amended (the “SEC Order”).
On May 11, 2016, the Nevada Gaming Control Board (the “NGCB”) filed a complaint against LVSC,  Las Vegas Sands, LLC and Venetian Casino Resort, LLC (collectively, the “Respondents”) alleging certain violations of the Nevada Gaming Control Act and Regulations of the Nevada Gaming Commission in connection with the above-described SEC Order and NPA. On May 19, 2016, the Nevada Gaming Commission approved a settlement between the NGCB and the Company in which settlement with the NGCB the Respondents neither admitted nor denied anything other than the entry of the SEC Order and NPA and agreed to pay a fine in the amount of $2.0 million.
The Company continues to respond to all remaining government inquiries. Based on the proceedings to date, management is currently unable to determine the probability of the outcome of the remaining inquiries, the extent of materiality, or the range of reasonably possible loss, if any.
On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants’ Motion for Partial Reconsideration of the U.S. District Court's order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closed on July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, defendants filed motions for summary judgment. Plaintiffs filed an opposition to the motions for summary judgment on March 11, 2016. Defendants filed their replies in support of summary judgment on April 8, 2016. No hearing date for the summary judgment has been set. Management has determined that based on proceedings to date,

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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.
On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22, 2013. The District Court has granted several successive stays since that time, with the case currently stayed until October 17, 2016. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel District Court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to

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address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action in Kohanim described above. Following a January 22, 2016, status report by the parties, on January 27, 2016, the judge ordered another status report on May 16, 2016. Following the May 16, 2016 status report by the parties, on May 17, 2016, the judge ordered another status report on December 16, 2016. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On July 5, 2016, W.A. Sokolowski filed a shareholder derivative action (“Sokolowski III”) on purported behalf of the Company in the District Court, Clark County Nevada, against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, Irwin A. Siegel, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Robert G. Goldstein, Micheline Chau, Steven L. Gerard, George Jamieson, David Levi, and George P. Koo, each of whom is serving or previously served on the Board of Directors (collectively, the “Directors”); as well as against PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor, and a partner of PwC. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by failing to prevent certain alleged misrepresentations and wrongdoing by the Company’s management, wasting corporate assets in litigating the Jacobs lawsuit, and concealing certain alleged facts in connection with audits performed by PwC. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. Many of the allegations duplicate allegations the same plaintiff made in a previous case, Sokolowski v. Adelson, No. 2:14-cv-00111-JCM-NJK (D. Nev.) (“Sokolowski I and II”), in which final judgment was entered against Sokolowski. In Sokolowski III, plaintiff also complains that the Company wrongfully caused him to lose Sokolowski I and II. This matter is in a preliminary stage and management has determined that it is currently unable to determine the probability of the outcome of this matter, whether this matter will result in litigation or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This letter recites substantially the same allegations as the complaint filed in the Sokolowski I and II actions and demands that the same claims be asserted by the Company, which was delivered to the Company by the same counsel representing Mr. Sokolowski. The Company acknowledged, through its counsel, on March 26, 2014. Scarpa then sent a revised demand letter to the Board of Directors on March 31, 2014. The Company acknowledged, through its counsel, on April 8, 2014. Scarpa then sent an additional demand letter dated August 14, 2014, which the Company acknowledged on August 22, 2014. The Company responded to the demand by letters dated June 4, 2015. This matter 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, whether this matter will result in litigation or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.4 million at exchange rates in effect on June 30, 2016) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim

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(UNAUDITED)

with the Macao Judicial Court. On September 23, 2013, the three U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the three U.S. Defendants. On April 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the three U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the three U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S. judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the three U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The three U.S. Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from Portuguese and U.S. law experts. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged on April 7, 2016, together with a request that the appeal be heard immediately. By a decision dated April 13, 2016, the Macao Judicial Court accepted that the appeal be heard immediately. Legal arguments were submitted May 23, 2016. AAEC replied to the legal arguments on or about July 14, 2016, which was three days late, upon payment of a penalty. On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The Macao Public Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect to that application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings was submitted to the Macao Lawyer's Association on October 19, 2015. A letter dated February 26, 2016, has been received from the Conselho Superior de Advocacia of the Macao Bar Association advising that disciplinary proceedings have commenced. A further letter dated April 5, 2016, was received from the Conselho Superior de Advocacia requesting confirmation that the signatories of the complaint were acting within their corporate authority. By a letter dated April 14, 2016, such confirmation has been provided. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court against LVSC, LVSLLC, VCR, Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion. On November 4, 2014, plaintiff finally effected notice on the LVSC entities which was followed by a motion to dismiss by the U.S. Defendants on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the U.S. Defendants moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the U.S. Defendants' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the Defendants' sanctions motion. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S.

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District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.
On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the information available to date and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.
NOTE 10 — SEGMENT INFORMATION
The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao, the remainder of Sands Cotai Central and the Four Seasons Apartment Hotel Macao, Cotai Strip (the "Four Seasons Apartments") in Macao, and the Las Vegas Condo Tower (which construction currently is suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information as of June 30, 2016 and December 31, 2015, and for the three and six months ended June 30, 2016 and 2015, is as follows (in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Net Revenues
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
666,102

 
$
739,454

 
$
1,415,056

 
$
1,526,645

Sands Cotai Central
472,679

 
554,231

 
1,002,959

 
1,125,995

Four Seasons Macao
125,007

 
204,116

 
273,273

 
365,367

Sands Macao
184,959

 
241,554

 
360,050

 
466,925

Other Asia
41,087

 
38,527

 
79,676

 
74,006

 
1,489,834

 
1,777,882

 
3,131,014

 
3,558,938

Marina Bay Sands
710,135

 
713,042

 
1,313,788

 
1,497,858

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
356,532

 
346,016

 
741,408

 
722,399

Sands Bethlehem
146,535

 
137,502

 
285,203

 
265,201

 
503,067

 
483,518

 
1,026,611

 
987,600

Intersegment eliminations
(52,955
)
 
(53,021
)
 
(105,092
)
 
(111,353
)
Total net revenues
$
2,650,081

 
$
2,921,421

 
$
5,366,321

 
$
5,933,043

 

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Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Intersegment Revenues
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
1,385

 
$
1,766

 
$
3,067

 
$
3,259

Sands Cotai Central
112

 
78

 
224

 
156

Other Asia
9,039

 
9,689

 
18,257

 
19,901

 
10,536

 
11,533

 
21,548

 
23,316

Marina Bay Sands
2,044

 
2,459

 
4,205

 
5,258

Las Vegas Operating Properties
40,375

 
39,029

 
79,339

 
82,779

Total intersegment revenues
$
52,955

 
$
53,021

 
$
105,092

 
$
111,353


 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Adjusted Property EBITDA
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
244,397

 
$
254,990

 
$
512,203

 
$
524,932

Sands Cotai Central
144,095

 
164,210

 
307,561

 
320,120

Four Seasons Macao
43,688

 
74,334

 
91,874

 
118,806

Sands Macao
48,576

 
66,284

 
79,547

 
123,662

Other Asia
7,135

 
4,821

 
14,795

 
8,353

 
487,891

 
564,639

 
1,005,980

 
1,095,873

Marina Bay Sands
357,033

 
363,254

 
631,905

 
778,526

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
72,485

 
54,166

 
159,383

 
128,275

Sands Bethlehem
37,677

 
34,099

 
75,402

 
63,992

 
110,162

 
88,265

 
234,785

 
192,267

Consolidated adjusted property EBITDA(1)
955,086

 
1,016,158

 
1,872,670

 
2,066,666

Other Operating Costs and Expenses
 
 
 
 
 
 
 
Stock-based compensation
(4,134
)
 
(8,646
)
 
(9,663
)
 
(12,621
)
Corporate
(122,376
)
 
(44,565
)
 
(169,004
)
 
(89,788
)
Pre-opening
(33,230
)
 
(10,654
)
 
(41,839
)
 
(20,233
)
Development
(2,010
)
 
(2,348
)
 
(4,387
)
 
(3,881
)
Depreciation and amortization
(254,871
)
 
(248,592
)
 
(514,747
)
 
(502,514
)
Amortization of leasehold interests in land
(9,348
)
 
(9,485
)
 
(18,895
)
 
(19,323
)
Loss on disposal of assets
(10,416
)
 
(2,558
)
 
(9,804
)
 
(17,881
)
Operating income
518,701

 
689,310

 
1,104,331

 
1,400,425

Other Non-Operating Costs and Expenses
 
 
 
 
 
 
 
Interest income
2,002

 
4,062

 
4,029

 
10,440

Interest expense, net of amounts capitalized
(64,037
)
 
(65,801
)
 
(132,685
)
 
(132,056
)
Other income (expense)
(7,518
)
 
(151
)
 
(54,589
)
 
15,314

Income tax expense
(54,711
)
 
(45,929
)
 
(117,736
)
 
(101,594
)
Net income
$
394,437

 
$
581,491

 
$
803,350

 
$
1,192,529

 ____________________
(1)
Consolidated adjusted property EBITDA, which is a non-GAAP measure, is net income before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP 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.

26




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

 
Six Months Ended 
 June 30,
 
2016
 
2015
Capital Expenditures
 
 
 
Corporate and Other
$
4,377

 
$
6,904

Macao:
 
 
 
The Venetian Macao
24,112

 
43,310

Sands Cotai Central
67,904

 
221,069

Four Seasons Macao
5,620

 
8,179

Sands Macao
6,753

 
13,542

Other Asia
1,848

 
1,473

The Parisian Macao
516,335

 
321,621

 
622,572

 
609,194

Marina Bay Sands
29,458

 
56,181

United States:
 
 
 
Las Vegas Operating Properties
37,026

 
37,917

Sands Bethlehem
12,713

 
9,043

 
49,739

 
46,960

Total capital expenditures
$
706,146

 
$
719,239

 
 
June 30,
2016
 
December 31,
2015
Total Assets
 
 
 
Corporate and Other
$
1,342,125

 
$
463,272

Macao:
 
 
 
The Venetian Macao
2,380,779

 
2,949,533

Sands Cotai Central
4,058,574

 
4,393,716

Four Seasons Macao
977,033

 
1,038,573

Sands Macao
323,922

 
373,113

Other Asia
265,940

 
288,178

The Parisian Macao
2,219,837

 
1,648,562

Other Development Projects
42

 
82

 
10,226,127

 
10,691,757

Marina Bay Sands
5,398,534

 
5,497,556

United States:
 
 
 
Las Vegas Operating Properties
3,325,873

 
3,517,816

Sands Bethlehem
687,873

 
693,056

 
4,013,746

 
4,210,872

Total assets
$
20,980,532

 
$
20,863,457

 

27




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

 
June 30,
2016
 
December 31,
2015
Total Long-Lived Assets
 
 
 
Corporate and Other
$
322,890

 
$
334,540

Macao:
 
 
 
The Venetian Macao
1,733,835

 
1,795,042

Sands Cotai Central
3,825,366

 
3,943,966

Four Seasons Macao
886,630

 
903,649

Sands Macao
256,643

 
266,399

Other Asia
162,055

 
167,540

The Parisian Macao
2,210,840

 
1,645,881

 
9,075,369

 
8,722,477

Marina Bay Sands
4,596,881

 
4,476,064

United States:
 
 
 
Las Vegas Operating Properties
2,849,480

 
2,909,294

Sands Bethlehem
548,497

 
551,395

 
3,397,977

 
3,460,689

Total long-lived assets
$
17,393,117

 
$
16,993,770



28

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Special Note Regarding Forward-Looking Statements.”
Operations
We view each of our casino 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 Resort Hotel (“The Venetian Macao”); Sands Cotai Central; the Four Seasons Hotel Macao, Cotai Strip and the Plaza Casino (collectively, the “Four Seasons Macao”); the Sands Macao; and other ancillary operations in that region (“Other Asia”). Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the United States consist of The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure. For the six months ended June 30, 2016 and 2015, gross revenue at our reportable segments was derived as follows:
•
At The Venetian Macao, approximately 82.2% and 81.8%, respectively, was derived from gaming activities, with the remainder derived from mall, room, food and beverage and other non-gaming sources.
•
At Sands Cotai Central, approximately 79.5% and 81.1%, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.
•
At Four Seasons Macao, approximately 68.4% and 75.1%, respectively, was derived from gaming activities, with the remainder derived primarily from mall, room and food and beverage operations.
•
At Sands Macao, approximately 92.7% and 93.3%, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.
•
At Marina Bay Sands, approximately 72.2% and 75.4%, respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.
•
At our Las Vegas Operating Properties, approximately 76.5% and 74.1%, respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.
•
At Sands Bethlehem, approximately 88.7% and 88.5%, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates,

29

please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2015 Annual Report on Form 10-K filed on February 26, 2016.
There were no newly identified significant accounting estimates during the six months ended June 30, 2016, nor were there any material changes to the critical accounting policies and estimates discussed in our 2015 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements” and “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Reclassification.”
Summary Financial Results
The following table summarizes our results of operations:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
Percent
Change
 
2016
 
2015
 
Percent
Change
 
 
(Dollars in thousands)
Net revenues
 
$
2,650,081

 
$
2,921,421

 
(9.3
)%
 
$
5,366,321

 
$
5,933,043

 
(9.6
)%
Operating expenses
 
2,131,380

 
2,232,111

 
(4.5
)%
 
4,261,990

 
4,532,618

 
(6.0
)%
Operating income
 
518,701

 
689,310

 
(24.8
)%
 
1,104,331

 
1,400,425

 
(21.1
)%
Income before income taxes
 
449,148

 
627,420

 
(28.4
)%
 
921,086

 
1,294,123

 
(28.8
)%
Net income
 
394,437

 
581,491

 
(32.2
)%
 
803,350

 
1,192,529

 
(32.6
)%
Net income attributable to Las Vegas Sands Corp.
 
327,966

 
469,173

 
(30.1
)%
 
648,133

 
981,096

 
(33.9
)%
 
 
 
Percent of Net Revenues
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Operating expenses
 
80.4
%
 
76.4
%
 
79.4
%
 
76.4
%
Operating income
 
19.6
%
 
23.6
%
 
20.6
%
 
23.6
%
Income before income taxes
 
16.9
%
 
21.5
%
 
17.2
%
 
21.8
%
Net income
 
14.9
%
 
19.9
%
 
15.0
%
 
20.1
%
Net income attributable to Las Vegas Sands Corp.
 
12.4
%
 
16.1
%
 
12.1
%
 
16.5
%
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups, consistent with the Macao and Singapore markets’ convention: Rolling Chip play (all 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 the sum of markers issued (credit instruments), cash deposited in the table drop box and gaming chips purchased at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped. Slot handle (“handle”), also a volume measurement, is the gross amount wagered for the period cited.

30

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold 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. Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be within a range of 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of 24.2%, 21.1%, 22.9%, 17.4% and 28.1% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 4.6%, 3.6%, 6.6%, 3.4% and 4.4% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 16.3% and 28.0%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2016.
Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop which is the total amount of cash and net markers issued that are deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) within a range of 21% to 29% for Baccarat and 16% to 20% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 18.8%. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.0% and 7.0% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 59.3% of our table games play at our Las Vegas Operating Properties, for the six months ended June 30, 2016, was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.
Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market for lease. Base rent per square foot is the annualized base, or minimum, rent charge in effect at the end of the reporting period, which is calculated on a weighted average basis, for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

31

Three Months Ended June 30, 2016 Compared to the Three Months Ended June 30, 2015
Operating Revenues
Our net revenues consisted of the following:
 
Three Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Casino
$
2,017,136

 
$
2,301,498

 
(12.4
)%
Rooms
354,740

 
351,259

 
1.0
 %
Food and beverage
187,695

 
178,418

 
5.2
 %
Mall
139,589

 
135,282

 
3.2
 %
Convention, retail and other
124,485

 
125,514

 
(0.8
)%
 
2,823,645

 
3,091,971

 
(8.7
)%
Less — promotional allowances
(173,564
)
 
(170,550
)
 
(1.8
)%
Total net revenues
$
2,650,081

 
$
2,921,421

 
(9.3
)%
Consolidated net revenues were $2.65 billion for the three months ended June 30, 2016, a decrease of $271.3 million compared to $2.92 billion for the three months ended June 30, 2015. The decrease in net revenues was driven by a $290.6 million decrease at our Macao operating properties, primarily due to decreased casino revenue.

32

Casino revenues decreased $284.4 million compared to the three months ended June 30, 2015. The decrease is primarily attributable to a $278.6 million decrease at our Macao operating properties, driven by decreases in Rolling Chip volume and win percentage across all four of our Macao properties, and decreases in Non-Rolling Chip drop and win percentage, as well as an $8.9 million decrease at Marina Bay Sands, driven by decreases in Rolling Chip volume and Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
 
Three Months Ended June 30,
 
2016
 
2015
 
Change
 
(Dollars in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
568,475

 
$
633,601

 
(10.3)%

Non-Rolling Chip drop
$
1,657,374

 
$
1,676,988

 
(1.2)%

Non-Rolling Chip win percentage
24.8
%
 
26.0
%
 
(1.2) pts

Rolling Chip volume
$
6,868,466

 
$
7,632,905

 
(10.0)%

Rolling Chip win percentage
2.73
%
 
3.07
%
 
(0.34) pts

Slot handle
$
979,263

 
$
973,233

 
0.6%

Slot hold percentage
4.6
%
 
4.9
%
 
(0.3) pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
404,557

 
$
484,361

 
(16.5)%

Non-Rolling Chip drop
$
1,509,618

 
$
1,462,593

 
3.2%

Non-Rolling Chip win percentage
20.4
%
 
22.4
%
 
(2.0) pts

Rolling Chip volume
$
3,081,945

 
$
4,826,594

 
(36.1)%

Rolling Chip win percentage
2.48
%
 
3.43
%
 
(0.95) pts

Slot handle
$
1,485,183

 
$
1,500,616

 
(1.0)%

Slot hold percentage
3.7
%
 
3.6
%
 
0.1 pts

Four Seasons Macao
 
 
 
 
 
Total casino revenues
$
88,978

 
$
167,002

 
(46.7)%

Non-Rolling Chip drop
$
230,273

 
$
276,753

 
(16.8)%

Non-Rolling Chip win percentage
28.1
%
 
21.8
%
 
6.3 pts

Rolling Chip volume
$
1,882,551

 
$
4,180,755

 
(55.0)%

Rolling Chip win percentage
2.13
%
 
3.58
%
 
(1.45) pts

Slot handle
$
103,212

 
$
126,833

 
(18.6)%

Slot hold percentage
5.6
%
 
6.1
%
 
(0.5) pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
180,315

 
$
235,950

 
(23.6)%

Non-Rolling Chip drop
$
649,773

 
$
769,112

 
(15.5)%

Non-Rolling Chip win percentage
18.3
%
 
19.9
%
 
(1.6) pts

Rolling Chip volume
$
1,953,637

 
$
2,328,209

 
(16.1)%

Rolling Chip win percentage
3.29
%
 
3.91
%
 
(0.62) pts

Slot handle
$
667,681

 
$
658,602

 
1.4%

Slot hold percentage
3.3
%
 
3.6
%
 
(0.3) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
556,749

 
$
565,652

 
(1.6)%

Non-Rolling Chip drop
$
935,724

 
$
1,047,630

 
(10.7)%

Non-Rolling Chip win percentage
28.0
%
 
27.5
%
 
0.5 pts

Rolling Chip volume
$
6,740,201

 
$
9,505,830

 
(29.1)%

Rolling Chip win percentage
3.50
%
 
2.78
%
 
0.72 pts

Slot handle
$
3,245,233

 
$
3,061,836

 
6.0%

Slot hold percentage
4.5
%
 
4.6
%
 
(0.1) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
81,979

 
$
86,503

 
(5.2)%

Table games drop
$
374,767

 
$
466,542

 
(19.7)%

Table games win percentage
10.6
%
 
11.2
%
 
(0.6) pts

Slot handle
$
661,995

 
$
558,331

 
18.6%

Slot hold percentage
7.7
%
 
8.4
%
 
(0.7) pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
136,083

 
$
128,429

 
6.0%

Table games drop
$
288,645

 
$
286,945

 
0.6%

Table games win percentage
18.6
%
 
17.2
%
 
1.4 pts

Slot handle
$
1,115,991

 
$
1,091,400

 
2.3%

Slot hold percentage
7.0
%
 
7.0
%
 
—


33

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues increased $3.5 million compared to the three months ended June 30, 2015. The increase is primarily due to an $11.8 million increase at our Las Vegas Operating Properties, driven by increases in occupancy and average daily room rates, partially offset by an $8.8 million decrease at our Macao operating properties, driven by decreases in occupancy and average daily room rates. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
 
Three Months Ended June 30,
 
2016
 
2015
 
Change
 
(Room revenues in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
44,958

 
$
50,953

 
(11.8)%

Occupancy rate
81.0
%
 
82.2
%
 
(1.2) pts

Average daily room rate
$
212

 
$
239

 
(11.3)%

Revenue per available room
$
172

 
$
196

 
(12.2)%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
63,959

 
$
63,303

 
1.0%

Occupancy rate
76.5
%
 
78.7
%
 
(2.2) pts

Average daily room rate
$
149

 
$
156

 
(4.5)%

Revenue per available room
$
114

 
$
123

 
(7.3)%

Four Seasons Macao
 
 
 
 
 
Total room revenues
$
8,065

 
$
10,900

 
(26.0)%

Occupancy rate
69.2
%
 
83.4
%
 
(14.2) pts

Average daily room rate
$
340

 
$
382

 
(11.0)%

Revenue per available room
$
236

 
$
319

 
(26.0)%

Sands Macao
 
 
 
 
 
Total room revenues
$
5,079

 
$
5,680

 
(10.6)%

Occupancy rate
96.0
%
 
99.6
%
 
(3.6) pts

Average daily room rate
$
203

 
$
219

 
(7.3)%

Revenue per available room
$
195

 
$
218

 
(10.6)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
83,221

 
$
82,709

 
0.6%

Occupancy rate
96.4
%
 
95.9
%
 
0.5 pts

Average daily room rate
$
375

 
$
377

 
(0.5)%

Revenue per available room
$
362

 
$
361

 
0.3%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
145,658

 
$
133,891

 
8.8%

Occupancy rate
95.0
%
 
92.6
%
 
2.4 pts

Average daily room rate
$
240

 
$
231

 
3.9%

Revenue per available room
$
228

 
$
214

 
6.5%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
3,800

 
$
3,823

 
(0.6)%

Occupancy rate
96.9
%
 
91.9
%
 
5.0 pts

Average daily room rate
$
160

 
$
152

 
5.3%

Revenue per available room
$
155

 
$
140

 
10.7%

Food and beverage revenues increased $9.3 million compared to the three months ended June 30, 2015. The increase was primarily due to a $4.8 million increase at Marina Bay Sands, primarily driven by the opening of new restaurants and a $4.1 million increase at our Las Vegas Operating Properties, primarily driven by increased banquet revenue.

34

Mall revenues increased $4.3 million compared to the three months ended June 30, 2015. The increase was primarily due to a $2.8 million increase at The Venetian Macao, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Three Months Ended June 30,
 
2016
 
2015
 
Change
 
(Mall revenues in thousands)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
51,081

 
$
48,295

 
5.8%

Mall gross leasable area (in square feet)
781,145

 
780,044

 
0.1%

Occupancy
97.4
%
 
97.8
%
 
(0.4) pts

Base rent per square foot
$
234

 
$
209

 
12.0%

Tenant sales per square foot
$
1,359

 
$
1,578

 
(13.9)%

Shoppes at Cotai Central(1)
 
 
 
 
 
Total mall revenues
$
15,577

 
$
14,632

 
6.5%

Mall gross leasable area (in square feet)
331,476

 
331,466

 
—

Occupancy
96.7
%
 
97.8
%
 
(1.1) pts

Base rent per square foot
$
160

 
$
143

 
11.9%

Tenant sales per square foot
$
861

 
$
1,004

 
(14.2)%

Shoppes at Four Seasons
 
 
 
 
 
Total mall revenues
$
31,423

 
$
31,057

 
1.2%

Mall gross leasable area (in square feet)
260,570

 
257,615

 
1.1%

Occupancy
97.7
%
 
100.0
%
 
(2.3) pts

Base rent per square foot
$
457

 
$
419

 
9.1%

Tenant sales per square foot
$
2,994

 
$
4,924

 
(39.2)%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands
 
 
 
 
 
Total mall revenues
$
40,481

 
$
40,399

 
0.2%

Mall gross leasable area (in square feet)
644,718

 
644,590

 
—

Occupancy
96.4
%
 
93.6
%
 
2.8 pts

Base rent per square foot
$
222

 
$
218

 
1.8%

Tenant sales per square foot
$
1,334

 
$
1,393

 
(4.2)%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem
 
 
 
 
 
Total mall revenues
$
1,027

 
$
899

 
14.2%

Mall gross leasable area (in square feet)
151,029

 
151,029

 
—

Occupancy
90.4
%
 
94.3
%
 
(3.9) pts

Base rent per square foot
$
21

 
$
21

 
—

Tenant sales per square foot
$
366

 
$
342

 
7.0%

__________________________
(1)
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.



35

Operating Expenses

The breakdown of operating expenses is as follows:
 
Three Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Casino
$
1,114,232

 
$
1,315,568

 
(15.3
)%
Rooms
65,468

 
64,840

 
1.0
 %
Food and beverage
102,221

 
96,537

 
5.9
 %
Mall
13,743

 
15,341

 
(10.4
)%
Convention, retail and other
59,898

 
69,965

 
(14.4
)%
Provision for doubtful accounts
42,193

 
36,056

 
17.0
 %
General and administrative
301,374

 
315,602

 
(4.5
)%
Corporate
122,376

 
44,565

 
174.6
 %
Pre-opening
33,230

 
10,654

 
211.9
 %
Development
2,010

 
2,348

 
(14.4
)%
Depreciation and amortization
254,871

 
248,592

 
2.5
 %
Amortization of leasehold interests in land
9,348

 
9,485

 
(1.4
)%
Loss on disposal of assets
10,416

 
2,558

 
307.2
 %
Total operating expenses
$
2,131,380

 
$
2,232,111

 
(4.5
)%
Operating expenses were $2.13 billion for the three months ended June 30, 2016, a decrease of $100.7 million compared to $2.23 billion for the three months ended June 30, 2015. The decrease in operating expenses was primarily due to a decrease in casino expenses at our Macao operating properties and Marina Bay Sands, partially offset by an increase in corporate expense due to nonrecurring legal costs.
Casino expenses decreased $201.3 million compared to the three months ended June 30, 2015. Of the decrease, $137.9 million was due to the 39.0% gross win tax on decreased casino revenues at our Macao operating properties. The remaining decrease is primarily attributable to decreases in junket commissions and the ongoing cost control and cost avoidance initiatives at our Macao operating properties, and a decrease in casino expenses at Marina Bay Sands. Our casino expenses also decreased in connection with the transition of certain personnel from our existing Macao operating properties to The Parisian Macao to focus on pre-opening activities in connection with its opening in September 2016.
Convention, retail and other expenses decreased $10.1 million compared to the three months ended June 30, 2015. The decrease was primarily due to an $8.1 million decrease at our Macao operating properties, primarily driven by a decrease in entertainment.
The provision for doubtful accounts was $42.2 million for the three months ended June 30, 2016, compared to $36.1 million for the three months ended June 30, 2015. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses decreased $14.2 million compared to the three months ended June 30, 2015. The decrease was primarily due to a $14.0 million decrease at our Macao operating properties, driven by the ongoing cost control initiatives.
Corporate expenses increased $77.8 million compared to the three months ended June 30, 2015. The increase was primarily due to nonrecurring legal costs.
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended June 30, 2016, primarily related to activities at The Parisian Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

36

The loss on disposal of assets of $10.4 million for the three months ended June 30, 2016, primarily related to dispositions at our Las Vegas Operating Properties.
Consolidated Adjusted Property EBITDA
Consolidated adjusted property EBITDA, which is a non-GAAP measure, is net income before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP 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. The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income):
 
Three Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Macao:
 
 
 
 
 
The Venetian Macao
$
244,397

 
$
254,990

 
(4.2
)%
Sands Cotai Central
144,095

 
164,210

 
(12.2
)%
Four Seasons Macao
43,688

 
74,334

 
(41.2
)%
Sands Macao
48,576

 
66,284

 
(26.7
)%
Other Asia
7,135

 
4,821

 
48.0
 %
 
487,891

 
564,639

 
(13.6
)%
Marina Bay Sands
357,033

 
363,254

 
(1.7
)%
United States:
 
 
 
 
 
Las Vegas Operating Properties
72,485

 
54,166

 
33.8
 %
Sands Bethlehem
37,677

 
34,099

 
10.5
 %
 
110,162

 
88,265

 
24.8
 %
Consolidated adjusted property EBITDA
$
955,086

 
$
1,016,158

 
(6.0
)%
 
Adjusted property EBITDA at our Macao operations decreased $76.7 million compared to the three months ended June 30, 2015. The decrease was primarily due to the decrease in casino operations, mainly driven by decreased volumes in the VIP market.
Adjusted property EBITDA at Marina Bay Sands decreased $6.2 million compared to the three months ended June 30, 2015. The decrease was primarily due to a $12.3 million increase in provision for doubtful accounts.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $18.3 million compared to the three months ended June 30, 2015. The increase was primarily due to increases in our non-gaming operations, primarily rooms and food and beverage, partially offset by a decrease in casino operations.
Adjusted property EBITDA at Sands Bethlehem increased $3.6 million compared to the three months ended June 30, 2015. The increase was primarily due to a $9.0 million increase in net revenues, driven by an increase in casino revenues, partially offset by an increase in the associated operating expenses.

37

Interest Expense
The following table summarizes information related to interest expense:
 
Three Months Ended June 30,
 
2016
 
2015
 
(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and
   original issue discount)
$
71,584

 
$
67,507

Add — imputed interest on deferred proceeds from sale of The Shoppes at The
   Palazzo
3,791

 
3,797

Less — capitalized interest
(11,338
)
 
(5,503
)
Interest expense, net
$
64,037

 
$
65,801

Cash paid for interest
$
59,026

 
$
63,034

Weighted average total debt balance
$
9,555,968

 
$
9,432,474

Weighted average interest rate
3.0
%
 
2.9
%
Interest cost increased $4.1 million compared to the three months ended June 30, 2015, resulting from an increase in our weighted average interest rate and an increase in our weighted average debt balance. Capitalized interest increased $5.8 million compared to the three months ended June 30, 2015, primarily due to the construction of The Parisian Macao.
Other Factors Effecting Earnings
Other expense was $7.5 million for the three months ended June 30, 2016, compared to $0.2 million for the three months ended June 30, 2015. Other expense during the three months ended June 30, 2016, was primarily attributable to $15.3 million of foreign currency transaction losses, due to Singapore dollar denominated intercompany debt held in the U.S., partially offset by a $7.7 million fair value adjustment on our Singapore forward contracts.
Our effective income tax rate was 12.2% for the three months ended June 30, 2016, compared to 7.3% for the three months ended June 30, 2015. The increase in the effective income tax rate relates primarily to the jurisdictional mix of earnings during the respective periods, as Singapore comprises a larger percentage of total earnings for the three months ended June 30, 2016. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made as appropriate.
The net income attributable to our noncontrolling interests was $66.5 million for the three months ended June 30, 2016, compared to $112.3 million for the three months ended June 30, 2015. These amounts are primarily related to the noncontrolling interest of SCL.

38

Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015
Operating Revenues
Our net revenues consisted of the following:
 
Six Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Casino
$
4,099,332

 
$
4,678,186

 
(12.4
)%
Rooms
721,040

 
722,672

 
(0.2
)%
Food and beverage
375,262

 
367,829

 
2.0
 %
Mall
274,520

 
263,096

 
4.3
 %
Convention, retail and other
248,037

 
259,651

 
(4.5
)%
 
5,718,191

 
6,291,434

 
(9.1
)%
Less — promotional allowances
(351,870
)
 
(358,391
)
 
1.8
 %
Total net revenues
$
5,366,321

 
$
5,933,043

 
(9.6
)%
Consolidated net revenues were $5.37 billion for the six months ended June 30, 2016, a decrease of $566.7 million compared to $5.93 billion for the six months ended June 30, 2015. The decrease in net revenues was driven by a $433.6 million decrease at our Macao operating properties, primarily due to decreased casino revenues.

39

Casino revenues decreased $578.9 million compared to the six months ended June 30, 2015. The decrease is primarily attributable to a $398.1 million decrease at our Macao operating properties, driven by decreases in Rolling Chip volume and win percentage, as well as decreases in Non-Rolling Chip drop and win percentage, and a $187.7 million decrease at Marina Bay Sands, driven by decreases in Rolling Chip volume and win percentage, as well as a decrease in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
 
Six Months Ended June 30,
 
2016
 
2015
 
Change
 
(Dollars in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
1,223,404

 
$
1,310,515

 
(6.6)%

Non-Rolling Chip drop
$
3,427,474

 
$
3,545,005

 
(3.3)%

Non-Rolling Chip win percentage
24.9
%
 
25.5
%
 
(0.6) pts

Rolling Chip volume
$
15,094,477

 
$
16,150,943

 
(6.5)%

Rolling Chip win percentage
2.99
%
 
2.95
%
 
0.04 pts

Slot handle
$
2,049,252

 
$
2,035,709

 
0.7%

Slot hold percentage
4.5
%
 
4.9
%
 
(0.4) pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
863,588

 
$
977,384

 
(11.6)%

Non-Rolling Chip drop
$
3,013,665

 
$
3,107,659

 
(3.0)%

Non-Rolling Chip win percentage
20.6
%
 
21.5
%
 
(0.9) pts

Rolling Chip volume
$
6,685,301

 
$
10,909,546

 
(38.7)%

Rolling Chip win percentage
3.26
%
 
3.05
%
 
0.21 pts

Slot handle
$
3,044,241

 
$
3,144,382

 
(3.2)%

Slot hold percentage
3.6
%
 
3.4
%
 
0.2 pts

Four Seasons Macao
 
 
 
 
 
Total casino revenues
$
200,168

 
$
292,399

 
(31.5)%

Non-Rolling Chip drop
$
530,387

 
$
505,717

 
4.9%

Non-Rolling Chip win percentage
23.0
%
 
22.4
%
 
0.6 pts

Rolling Chip volume
$
4,504,036

 
$
8,143,327

 
(44.7)%

Rolling Chip win percentage
2.77
%
 
3.20
%
 
(0.43) pts

Slot handle
$
193,380

 
$
260,756

 
(25.8)%

Slot hold percentage
6.1
%
 
5.4
%
 
0.7 pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
349,838

 
$
454,771

 
(23.1)%

Non-Rolling Chip drop
$
1,349,637

 
$
1,559,021

 
(13.4)%

Non-Rolling Chip win percentage
17.6
%
 
19.5
%
 
(1.9) pts

Rolling Chip volume
$
4,194,654

 
$
4,854,397

 
(13.6)%

Rolling Chip win percentage
2.84
%
 
3.36
%
 
(0.52) pts

Slot handle
$
1,325,414

 
$
1,365,678

 
(2.9)%

Slot hold percentage
3.3
%
 
3.6
%
 
(0.3) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
1,009,865

 
$
1,197,580

 
(15.7)%

Non-Rolling Chip drop
$
1,942,229

 
$
2,156,379

 
(9.9)%

Non-Rolling Chip win percentage
28.6
%
 
26.3
%
 
2.3 pts

Rolling Chip volume
$
16,372,310

 
$
19,595,787

 
(16.4)%

Rolling Chip win percentage
2.28
%
 
3.10
%
 
(0.82) pts

Slot handle
$
6,600,635

 
$
6,146,105

 
7.4%

Slot hold percentage
4.4
%
 
4.6
%
 
(0.2) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
186,335

 
$
198,290

 
(6.0)%

Table games drop
$
858,288

 
$
999,596

 
(14.1)%

Table games win percentage
13.6
%
 
14.1
%
 
(0.5) pts

Slot handle
$
1,248,454

 
$
1,136,879

 
9.8%

Slot hold percentage
7.9
%
 
8.0
%
 
(0.1) pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
266,134

 
$
247,247

 
7.6%

Table games drop
$
569,649

 
$
550,360

 
3.5%

Table games win percentage
19.2
%
 
17.3
%
 
1.9 pts

Slot handle
$
2,197,878

 
$
2,096,567

 
4.8%

Slot hold percentage
7.0
%
 
7.0
%
 
—


40

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues decreased $1.6 million compared to the six months ended June 30, 2015. The decrease is primarily due to a $30.2 million decrease at our Macao operating properties, driven by lower occupancy and average daily room rates, partially offset by a $28.8 million increase at our Las Vegas Operating Properties, driven by higher occupancy and average daily room rates. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
 
Six Months Ended June 30,
 
2016
 
2015
 
Change
 
(Room revenues in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
91,108

 
$
110,554

 
(17.6)%

Occupancy rate
79.3
%
 
84.0
%
 
(4.7) pts

Average daily room rate
$
219

 
$
255

 
(14.1)%

Revenue per available room
$
174

 
$
214

 
(18.7)%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
130,573

 
$
135,235

 
(3.4)%

Occupancy rate
76.8
%
 
80.1
%
 
(3.3) pts

Average daily room rate
$
152

 
$
164

 
(7.3)%

Revenue per available room
$
117

 
$
132

 
(11.4)%

Four Seasons Macao
 
 
 
 
 
Total room revenues
$
16,512

 
$
21,575

 
(23.5)%

Occupancy rate
69.1
%
 
80.2
%
 
(11.1) pts

Average daily room rate
$
349

 
$
395

 
(11.6)%

Revenue per available room
$
241

 
$
317

 
(24.0)%

Sands Macao
 
 
 
 
 
Total room revenues
$
10,260

 
$
11,295

 
(9.2)%

Occupancy rate
95.9
%
 
99.0
%
 
(3.1) pts

Average daily room rate
$
205

 
$
222

 
(7.7)%

Revenue per available room
$
196

 
$
220

 
(10.9)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
172,131

 
$
172,323

 
(0.1)%

Occupancy rate
97.2
%
 
95.4
%
 
1.8 pts

Average daily room rate
$
385

 
$
396

 
(2.8)%

Revenue per available room
$
374

 
$
377

 
(0.8)%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
293,211

 
$
264,448

 
10.9%

Occupancy rate
93.5
%
 
89.4
%
 
4.1 pts

Average daily room rate
$
245

 
$
237

 
3.4%

Revenue per available room
$
229

 
$
212

 
8.0%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
7,245

 
$
7,242

 
—

Occupancy rate
93.8
%
 
88.2
%
 
5.6 pts

Average daily room rate
$
157

 
$
151

 
4.0%

Revenue per available room
$
147

 
$
133

 
10.5%


41

Mall revenues increased $11.4 million compared to the six months ended June 30, 2015. The increase was primarily due to a $12.1 million increase at our Macao operating properties, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Six Months Ended June 30,(1)
 
2016
 
2015
 
Change
 
(Mall revenues in thousands)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
99,805

 
$
92,510

 
7.9%

Mall gross leasable area (in square feet)
781,145

 
780,044

 
0.1%

Occupancy
97.4
%
 
97.8
%
 
(0.4) pts

Base rent per square foot
$
234

 
$
209

 
12.0%

Tenant sales per square foot
$
1,359

 
$
1,578

 
(13.9)%

Shoppes at Cotai Central(2)
 
 
 
 
 
Total mall revenues
$
30,868

 
$
28,034

 
10.1%

Mall gross leasable area (in square feet)
331,476

 
331,466

 
—

Occupancy
96.7
%
 
97.8
%
 
(1.1) pts

Base rent per square foot
$
160

 
$
143

 
11.9%

Tenant sales per square foot
$
861

 
$
1,004

 
(14.2)%

Shoppes at Four Seasons
 
 
 
 
 
Total mall revenues
$
62,737

 
$
60,803

 
3.2%

Mall gross leasable area (in square feet)
260,570

 
257,615

 
1.1%

Occupancy
97.7
%
 
100.0
%
 
(2.3) pts

Base rent per square foot
$
457

 
$
419

 
9.1%

Tenant sales per square foot
$
2,994

 
$
4,924

 
(39.2)%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands
 
 
 
 
 
Total mall revenues
$
79,452

 
$
80,218

 
(1.0)%

Mall gross leasable area (in square feet)
644,718

 
644,590

 
—

Occupancy
96.4
%
 
93.6
%
 
2.8 pts

Base rent per square foot
$
222

 
$
218

 
1.8%

Tenant sales per square foot
$
1,334

 
$
1,393

 
(4.2)%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem
 
 
 
 
 
Total mall revenues
$
1,658

 
$
1,531

 
8.3%

Mall gross leasable area (in square feet)
151,029

 
151,029

 
—

Occupancy
90.4
%
 
94.3
%
 
(3.9) pts

Base rent per square foot
$
21

 
$
21

 
—

Tenant sales per square foot
$
366

 
$
342

 
7.0%

__________________________
(1)
As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2016 and 2015, they are identical to the summary presented herein for the three months ended June 30, 2016 and 2015, respectively.
(2)
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.


42

Operating Expenses
The breakdown of operating expenses is as follows:
 
Six Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Casino
$
2,333,160

 
$
2,650,397

 
(12.0
)%
Rooms
130,818

 
130,631

 
0.1
 %
Food and beverage
204,517

 
195,784

 
4.5
 %
Mall
28,224

 
30,478

 
(7.4
)%
Convention, retail and other
118,431

 
138,222

 
(14.3
)%
Provision for doubtful accounts
87,590

 
93,406

 
(6.2
)%
General and administrative
600,574

 
640,080

 
(6.2
)%
Corporate
169,004

 
89,788

 
88.2
 %
Pre-opening
41,839

 
20,233

 
106.8
 %
Development
4,387

 
3,881

 
13.0
 %
Depreciation and amortization
514,747

 
502,514

 
2.4
 %
Amortization of leasehold interests in land
18,895

 
19,323

 
(2.2
)%
Loss on disposal of assets
9,804

 
17,881

 
(45.2
)%
Total operating expenses
$
4,261,990

 
$
4,532,618

 
(6.0
)%
Operating expenses were $4.26 billion for the six months ended June 30, 2016, a decrease of $270.6 million compared to $4.53 billion for the six months ended June 30, 2015. The decrease in operating expenses was primarily due to a decrease in casino expenses at our Macao operating properties.
Casino expenses decreased $317.2 million compared to the six months ended June 30, 2015. Of the decrease, $190.0 million was due to the 39.0% gross win tax on decreased casino revenues at our Macao operating properties and a $60.1 million decrease in casino expenses associated with the decreased casino revenues at Marina Bay Sands. The remaining decrease is primarily attributable to decreases in junket commissions, as well as the ongoing cost control and cost avoidance initiatives at our Macao operating properties.
Convention, retail and other expenses decreased $19.8 million compared to the six months ended June 30, 2015. The decrease was primarily due to a $16.7 million decrease at our Macao operating properties, primarily driven by a decrease in entertainment.
The provision for doubtful accounts was $87.6 million for the six months ended June 30, 2016, compared to $93.4 million for the six months ended June 30, 2015. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses decreased $39.5 million compared to the six months ended June 30, 2015. The decrease was primarily due to a $39.9 million decrease at our Macao operating properties, driven by the ongoing cost control initiatives.
Corporate expenses increased $79.2 million compared to the six months ended June 30, 2015. The increase was primarily due to nonrecurring legal costs.
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the six months ended June 30, 2016, primarily related to activities at The Parisian Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.
The loss on disposal of assets of $9.8 million for the six months ended June 30, 2016, primarily related to dispositions at our Las Vegas Operating Properties.

43

Consolidated Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income):
 
Six Months Ended June 30,
 
2016
 
2015
 
Percent
Change
 
(Dollars in thousands)
Macao:
 
 
 
 
 
The Venetian Macao
$
512,203

 
$
524,932

 
(2.4
)%
Sands Cotai Central
307,561

 
320,120

 
(3.9
)%
Four Seasons Macao
91,874

 
118,806

 
(22.7
)%
Sands Macao
79,547

 
123,662

 
(35.7
)%
Other Asia
14,795

 
8,353

 
77.1
 %
 
1,005,980

 
1,095,873

 
(8.2
)%
Marina Bay Sands
631,905

 
778,526

 
(18.8
)%
United States:
 
 
 
 
 
Las Vegas Operating Properties
159,383

 
128,275

 
24.3
 %
Sands Bethlehem
75,402

 
63,992

 
17.8
 %
 
234,785

 
192,267

 
22.1
 %
Consolidated adjusted property EBITDA
$
1,872,670

 
$
2,066,666

 
(9.4
)%
 
Adjusted property EBITDA at our Macao operations decreased $89.9 million compared to the six months ended June 30, 2015. As previously described, the decrease was primarily due to the decrease in casino operations, driven by decreased demand in the VIP market.
Adjusted property EBITDA at Marina Bay Sands decreased $146.6 million compared to the six months ended June 30, 2015. As previously described, the decrease was primarily due to the decrease in casino operations, driven by decreases in Rolling Chip volume and win percentage.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $31.1 million compared to the six months ended June 30, 2015. The increase was primarily due to a $36.3 million increase in our non-gaming operations, primarily rooms and food and beverage, offset by a $12.0 million decrease in casino revenues.
Adjusted property EBITDA at Sands Bethlehem increased $11.4 million compared to the six months ended June 30, 2015. The increase was primarily due to a $20.0 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.
Interest Expense
The following table summarizes information related to interest expense:
 
Six Months Ended June 30,
 
2016
 
2015
 
(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original
   issue discounts)
$
146,263

 
$
134,121

Add — imputed interest on deferred proceeds from sale of The Shoppes at The
   Palazzo
7,585

 
7,596

Less — capitalized interest
(21,163
)
 
(9,661
)
Interest expense, net
$
132,685

 
$
132,056

Cash paid for interest
$
122,990

 
$
118,476

Weighted average total debt balance
$
9,580,445

 
$
9,636,321

Weighted average interest rate
3.1
%
 
2.8
%

44

Interest cost increased $12.1 million compared to the six months ended June 30, 2015, resulting from an increase in our weighted average interest rate, partially offset by a decrease in our weighted average total debt balance. Capitalized interest increased $11.5 million compared to the six months ended June 30, 2015, primarily due to the construction of The Parisian Macao.
Other Factors Effecting Earnings
Other expense was $54.6 million for the six months ended June 30, 2016, compared to other income of $15.3 million for the six months ended June 30, 2015. The amounts in both periods were primarily due to foreign exchange gains and losses.
Our effective income tax rate was 12.8% for the six months ended June 30, 2016, compared to 7.9% for the six months ended June 30, 2015. The increase in the effective income tax rate relates primarily to the jurisdictional mix of earnings during the respective periods and a valuation allowance recorded during the three months ended March 31, 2016, as we determined that certain deferred tax assets were no longer “more-likely-than-not” realizable. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made as appropriate.
The net income attributable to our noncontrolling interests was $155.2 million for the six months ended June 30, 2016, compared to $211.4 million for the six months ended June 30, 2015. These amounts are primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and Sands Bethlehem. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.

45

The following tables summarize the results of our mall operations for the three and six months ended June 30, 2016 and 2015 (in thousands):
 
Shoppes at
Venetian
 
Shoppes at
Four Seasons
 
Shoppes at
Cotai Central
 
The Shoppes 
at Marina Bay
Sands
 
The Outlets 
at Sands
Bethlehem(1)
 
Total
For the three months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
42,394

 
$
28,710

 
$
11,221

 
$
30,833

 
$
380

 
$
113,538

Overage rents
1,136

 
165

 
746

 
3,403

 
647

 
6,097

CAM, levies and direct recoveries
7,551

 
2,548

 
3,610

 
6,245

 
—

 
19,954

Total mall revenues
51,081

 
31,423

 
15,577

 
40,481

 
1,027

 
139,589

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3,842

 
1,457

 
1,730

 
3,852

 
195

 
11,076

Marketing and other direct operating expenses
834

 
(244
)
 
208

 
1,319

 
550

 
2,667

Mall operating expenses
4,676

 
1,213

 
1,938

 
5,171

 
745

 
13,743

Property taxes(3)
—

 
—

 
—

 
1,143

 
330

 
1,473

Provision for doubtful accounts
646

 
14

 
221

 
1,311

 
14

 
2,206

Mall-related expenses(4)
$
5,322

 
$
1,227

 
$
2,159

 
$
7,625

 
$
1,089

 
$
17,422

For the three months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
37,643

 
$
26,976

 
$
10,685

 
$
30,048

 
$
289

 
$
105,641

Overage rents
3,082

 
1,696

 
686

 
3,456

 
610

 
9,530

CAM, levies and direct recoveries
7,570

 
2,385

 
3,261

 
6,895

 
—

 
20,111

Total mall revenues
48,295

 
31,057

 
14,632

 
40,399

 
899

 
135,282

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3,773

 
1,538

 
1,662

 
5,838

 
226

 
13,037

Marketing and other direct operating expenses
1,458

 
317

 
345

 
41

 
143

 
2,304

Mall operating expenses
5,231

 
1,855

 
2,007

 
5,879

 
369

 
15,341

Property taxes(3)
—

 
—

 
—

 
1,133

 
323

 
1,456

Provision for doubtful accounts
47

 
3

 
228

 
—

 
—

 
278

Mall-related expenses(4)
$
5,278

 
$
1,858

 
$
2,235

 
$
7,012

 
$
692

 
$
17,075


46

 
Shoppes at
Venetian
 
Shoppes at
Four Seasons
 
Shoppes at
Cotai Central
 
The Shoppes 
at Marina Bay
Sands
 
The Outlets 
at Sands
Bethlehem(1)
 
Total
For the six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
83,087

 
$
57,269

 
$
22,965

 
$
60,519

 
$
790

 
$
224,630

Overage rents
1,640

 
435

 
1,076

 
5,658

 
868

 
9,677

CAM, levies and direct recoveries
15,078

 
5,033

 
6,827

 
13,275

 
—

 
40,213

Total mall revenues
99,805

 
62,737

 
30,868

 
79,452

 
1,658

 
274,520

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
7,465

 
2,800

 
3,198

 
8,042

 
416

 
21,921

Marketing and other direct operating expenses
2,202

 
354

 
614

 
2,447

 
686

 
6,303

Mall operating expenses
9,667

 
3,154

 
3,812

 
10,489

 
1,102

 
28,224

Property taxes(3)
—

 
—

 
—

 
2,228

 
659

 
2,887

Provision for doubtful accounts
962

 
14

 
274

 
1,413

 
25

 
2,688

Mall-related expenses(4)
$
10,629

 
$
3,168

 
$
4,086

 
$
14,130

 
$
1,786

 
$
33,799

For the six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
73,815

 
$
54,349

 
$
20,532

 
$
60,345

 
$
674

 
$
209,715

Overage rents
4,153

 
1,854

 
1,087

 
6,068

 
857

 
14,019

CAM, levies and direct recoveries
14,542

 
4,600

 
6,415

 
13,805

 
—

 
39,362

Total mall revenues
92,510

 
60,803

 
28,034

 
80,218

 
1,531

 
263,096

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
7,422

 
2,874

 
3,187

 
11,872

 
519

 
25,874

Marketing and other direct operating expenses
2,820

 
565

 
989

 
(14
)
 
244

 
4,604

Mall operating expenses
10,242

 
3,439

 
4,176

 
11,858

 
763

 
30,478

Property taxes(3)
—

 
—

 
—

 
2,230

 
646

 
2,876

Provision for (recovery of) doubtful accounts
49

 
(83
)
 
334

 
(16
)
 
—

 
284

Mall-related expenses(4)
$
10,291

 
$
3,356

 
$
4,510

 
$
14,072

 
$
1,409

 
$
33,638

____________________
(1)
Revenues from CAM, levies and direct recoveries are included in minimum rents for The Outlets at Sands Bethlehem.
(2)
Minimum rents include base rents and straight-line adjustments of base rents.
(3)
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao and the Four Seasons Macao have obtained the second exemption, extending the property tax exemption to August 2019 and August 2020, respectively.
(4)
Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

47

Development Projects
Macao
We are constructing The Parisian Macao, which is anticipated to open in September 2016, subject to Macao government approval. We expect the cost to design, develop and construct The Parisian Macao will be approximately $2.9 billion, inclusive of payments made for the land premium and pre-opening costs. We have capitalized costs of $2.21 billion, including the land premium (net of amortization), as of June 30, 2016. In addition, we will be completing the development of some open areas surrounding our Cotai Strip properties.
As of June 30, 2016, we have capitalized an aggregate of $11.75 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on the sites on which The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.
Under our land concessions for Sands Cotai Central and The Parisian Macao, we are required to complete these developments by December 2016 and January 2017 (which was recently extended by the Macao government from November 2016), respectively. Should we determine we are unable to complete Sands Cotai Central or The Parisian Macao by their respective deadlines, we would then expect to apply for another extension from the Macao government to the extent necessary. If we are unable to meet the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of its $4.89 billion or $2.21 billion in capitalized construction costs and land premiums (net of amortization), as of June 30, 2016, related to Sands Cotai Central and The Parisian Macao, respectively.
United States
We were constructing the Las Vegas Condo Tower, located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We are evaluating the highest return opportunity for the project and intend to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, we could record a charge for some portion of the $178.6 million in capitalized construction costs as of June 30, 2016.
Other
We continue to aggressively pursue new development opportunities globally.

48

Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
 
Six Months Ended June 30,
 
2016
 
2015
 
(In thousands)
Net cash generated from operating activities
$
1,787,021

 
$
1,581,533

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(750
)
 
(549
)
Capital expenditures
(706,146
)
 
(719,239
)
Proceeds from disposal of property and equipment
3,934

 
639

Acquisition of intangible assets
(47,315
)
 
—

Net cash used in investing activities
(750,277
)
 
(719,149
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
2,477

 
8,078

Excess tax benefits from stock-based compensation
62

 
2,242

Repurchase of common stock
—

 
(64,994
)
Dividends paid
(1,764,765
)
 
(1,345,804
)
Distributions to noncontrolling interests
(7,118
)
 
(6,871
)
Proceeds from long-term debt
1,260,591

 
1,459,277

Repayments on long-term debt
(497,005
)
 
(1,569,609
)
Payments of deferred financing costs
(233
)
 
(11,745
)
Net cash used in financing activities
(1,005,991
)
 
(1,529,426
)
Effect of exchange rate on cash
15,060

 
(20,597
)
Increase (decrease) in cash and cash equivalents
$
45,813

 
$
(687,639
)
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the six months ended June 30, 2016, increased $205.5 million compared to the six months ended June 30, 2015. The increase was primarily attributable to changes in our working capital accounts, consisting primarily of changes in accounts receivable and other accrued liabilities, partially offset by the decrease in operating cash flows generated from our Macao operations.
Cash Flows — Investing Activities
Capital expenditures for the six months ended June 30, 2016, totaled $706.1 million, including $622.6 million for construction and development activities in Macao, which consisted primarily of $516.3 million for The Parisian Macao and $67.9 million for Sands Cotai Central; $37.0 million at our Las Vegas Operating Properties; $29.5 million in Singapore and $17.0 million for corporate and other activities. Additionally, during the six months ended June 30, 2016, we paid $66.0 million Singapore dollars ("SGD," approximately $49.0 million at exchange rates in effect on June 30, 2016) to renew our Singapore gaming license for a three-year term.
Capital expenditures for the six months ended June 30, 2015, totaled $719.2 million, including $609.2 million for construction and development activities in Macao, which consisted primarily of $321.6 million for The Parisian Macao and $221.1 million for Sands Cotai Central; $56.2 million in Singapore; $37.9 million at our Las Vegas Operating Properties; and $15.9 million for corporate and other activities.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.01 billion for the six months ended June 30, 2016, which was primarily attributable to $1.76 billion in dividend payments and a net repayment of $200.3 million on our 2013 U.S. Credit Facilities, partially offset by proceeds of $1.0 billion on our 2011 VML Credit Facility.

49

Net cash flows used in financing activities were $1.53 billion for the six months ended June 30, 2015, which was primarily attributable to $1.35 billion in dividend payments and a net repayment of $251.3 million on our 2013 U.S. Credit Facility, partially offset by net proceeds of $179.1 million on our 2011 VML Credit Facility.
Capital Financing Overview
Through June 30, 2016, we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.
Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility continues to require our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly period ending June 30, 2016 through March 31, 2017, and then decrease to, and remain at 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending June 30, 2016 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of June 30, 2016, our U.S., Macao and Singapore leverage ratios, as defined per the respective credit facility agreements, were 0.9x, 2.1x and 2.5x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $2.23 billion and restricted cash and cash equivalents of approximately $8.6 million as of June 30, 2016, of which approximately $1.71 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.71 billion, approximately $1.51 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $2.17 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit, as of June 30, 2016, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, planned capital expenditures, development opportunities, debt obligations and dividend commitments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.
During June 2016, we entered into an agreement to amend the 2011 VML Credit Facility which, once effective, will extend the maturity of a portion of the term loans under the facility to May 2022 and will provide for additional term loan commitments of $1.0 billion (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2011 VML Credit Facility”). During the six months ended June 30, 2016, we had borrowings of $1.0 billion against our Extended 2011 VML Revolving Facility and made net repayments of $189.0 million on our 2013 U.S. Revolving Facility. Subsequent to June 30, 2016, we made an additional repayment of $441.0 million on our 2013 U.S. Revolving Facility.

50

On February 26 and June 24, 2016, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which we retained $1.45 billion during the six months ended June 30, 2016). On March 31 and June 30, 2016, we paid a dividend of $0.72 per common share as part of a regular cash dividend program and recorded $1.14 billion as a distribution against retained earnings (of which $621.7 million related to our Principal Stockholder’s family and the remaining $522.8 million related to all other shareholders) during the six months ended June 30, 2016. In July 2016, the Company’s Board of Directors declared a quarterly dividend of $0.72 per common share (a total estimated to be approximately $572 million) to be paid on September 30, 2016, to shareholders of record on September 22, 2016. We expect this level of dividend to continue quarterly through the remainder of 2016.
In October 2014, our Board of Directors authorized the repurchase of $2.0 billion of our outstanding common stock, which expires in October 2016. 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. During the six months ended June 30, 2016, there were no share repurchases under this program. All share repurchases of our common stock are recorded as treasury stock.
Aggregate Indebtedness and Other Known Contractual Obligations
As of June 30, 2016, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2015, with the exception of the following:
•
proceeds of $1.0 billion on our Extended 2011 VML Revolving Facility (which matures in March 2020 with no interim amortization); and
•
net repayments of $189.0 million on our 2013 U.S. Revolving Facility (which would have matured in December 2018 with no interim amortization).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:
•
general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;
•
the uncertainty of consumer behavior related to discretionary spending and vacationing at integrated resorts in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;
•
disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;

51

•
the extensive regulations to which we are subject to and the costs of compliance or failure to comply with such regulations;
•
our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due;
•
increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;
•
our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;
•
new developments, construction projects and ventures, including our Cotai Strip developments;
•
our ability to meet certain development deadlines;
•
regulatory policies in mainland China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
•
our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
•
the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;
•
our insurance coverage, including the risk that we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates;
•
disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;
•
our ability to collect gaming receivables from our credit players;
•
our relationship with gaming promoters in Macao;
•
changes in currency exchange rates;
•
our dependence on chance and theoretical win rates;
•
fraud and cheating;
•
our ability to establish and protect our IP rights;
•
conflicts of interest that arise because certain of our directors and officers are also directors of SCL;
•
government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
•
increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
•
the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;
•
new taxes, changes to existing tax rates or proposed changes in tax legislation;
•
our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;
•
the continued services of our key management and personnel;
•
any potential conflict between the interests of our Principal Stockholder and us;

52

•
the ability of our subsidiaries to make distribution payments to us;
•
labor actions and other labor problems;
•
our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;
•
the completion of infrastructure projects in Macao;
•
our relationship with GGP or any successor owner of the Grand Canal Shoppes; and
•
the outcome of any ongoing and future litigation.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of interest rate swaps, futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments currently consist exclusively of foreign currency forward contracts, none of which have been designated as hedging instruments.
To manage exposure to foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.
The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on June 30, 2016, LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the twelve months ending June 30:
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
 
Fair 
Value(1)
 
(Dollars in millions)
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate
$
208.6

 
$
414.2

 
$
1,762.1

 
$
4,691.2

 
$
3,297.5

 
$
—

 
$
10,373.6

 
$
10,138.6

Average interest rate(2)
2.3
%
 
2.0
%
 
2.1
%
 
2.1
%
 
2.9
%
 
—
%
 
2.4
%
 
 

_______________________________________
(1)
The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
(2)
Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of June 30, 2016, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $102.1 million.
Foreign currency transaction losses for the six months ended June 30, 2016, were $26.5 million primarily due to Singapore dollar denominated intercompany debt held in the U.S., partially offset by U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based

53

on balances as of June 30, 2016, an assumed 10% strengthening or weakening of the U.S. dollar against the SGD would cause a foreign currency transaction gain of approximately $66.6 million or a loss of approximately $81.4 million, respectively, and an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $16.6 million. We maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations. Additionally, we manage our exposure to currency fluctuations with foreign currency forward contracts. As of June 30, 2016, we had 17 foreign currency forward contracts with a total notional value of $492.1 million and a total liability fair value of $25.6 million. As of June 30, 2016, an unfavorable 10% change in the U.S. dollar/SGD exchange rate would have increased our unrealized loss by approximately $48.4 million.
See also “Liquidity and Capital Resources.”
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of June 30, 2016, and have concluded that they are effective at the reasonable assurance level.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had, or was reasonably likely to have, a material effect on the Company’s internal control over financial reporting.

54

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, 2015, Quarterly Report on Form 10-Q for the three months ended March 31, 2016, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2016:
Period
Total
Number of
Shares
Purchased
 
Weighted
Average
Price Paid
per Share
 
Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands)(1)
April 1, 2016 — April 30, 2016
—

 
$
—

 
—

 
$
1,559,983

May 1, 2016 — May 31, 2016
—

 
$
—

 
—

 
$
1,559,983

June 1, 2016 — June 30, 2016
—

 
$
—

 
—

 
$
1,559,983

__________________________
(1)
In October 2014, the Company's Board of Directors authorized the repurchase of $2.0 billion of its outstanding common stock, which expires on October 9, 2016. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws. All share repurchases of the Company’s common stock have been recorded as treasury stock.

55

ITEM 6 — EXHIBITS
List of Exhibits
 
Exhibit No.
 
Description of Document
10.1
 
First Amendment, dated as of May 2, 2016, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent.
10.2
 
Amendment and Restatement Agreement, dated as of June 30, 2016, among VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lenders Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent and Collateral Agent.
10.3+
 
Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan.

31.1
 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++
 
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++
 
Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
____________________
+
Denotes a management contract or compensatory plan or arrangement.
++
This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.




56

LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
LAS VEGAS SANDS CORP.
 
 
 
 
August 5, 2016
By:
 
/s/ Sheldon G. Adelson
 
 
 
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
 
 
 
 
August 5, 2016
By:
 
/s/ Patrick Dumont
 
 
 
Patrick Dumont
Chief Financial Officer

57
EXHIBIT 10.1
 
FIRST AMENDMENT

FIRST AMENDMENT, dated as of May 2, 2016 (this “Amendment”), to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as amended by this Amendment, the “Credit Agreement”), among LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “Borrower”), the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
 
WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth herein; and

WHEREAS, the Lenders party hereto and the Administrative Agent are willing to agree to such amendment of the Existing Credit Agreement, subject to the terms and conditions set forth herein.
 
NOW, THEREFORE, the parties hereto hereby agree as follows:
 
SECTION 1.   Defined Terms.  Unless otherwise defined herein or the context otherwise requires, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.
 
SECTION 2.   Amendments.  Effective as of the First Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:

(a)           Section 5.1(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(a)          Quarterly Financial Statements.  As soon as available, and in any event within 50 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter) of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs:

(i)           (A) the quarterly report on Form 10-Q for such Fiscal Quarter of LVSC filed with the Securities and Exchange Commission and (B) accompanying consolidating information providing the consolidating balance sheet, statement of operations, statement of comprehensive income, and statement of cash flows with respect to the Credit Parties for such period together with a Financial Officer Certification with respect thereto; or

(ii)           if such quarterly reports are no longer filed with the Securities and Exchange Commission, at Borrower’s option:  (A) the consolidated balance sheets of the Credit Parties as at the end of such Fiscal Quarter and the related consolidated statements of operations and cash flows of the Credit Parties for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, or (B) the financial statements of Borrower and its Subsidiaries provided to the Nevada Gaming Authorities for such Fiscal Quarter, which financial statements shall include accompanying consolidating information providing the consolidating balance sheet, statement of operations and statement of cash flows with respect to the Credit Parties separate
from Borrower and its Subsidiaries, in each case together with a Financial Officer Certification and a Narrative Report with respect thereto;

(b)           Section 5.1(b) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(b)           Annual Financial Statements.  As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs:

(i)          (A) the annual report on Form 10-K for such Fiscal Year of LVSC filed with the Securities and Exchange Commission and (B) accompanying consolidating information providing the consolidating balance sheet, statement of operations, statement of comprehensive income, and statement of cash flows with respect to the Credit Parties for such period together with a Financial Officer Certification with respect thereto; or

 (ii)           if such annual reports are no longer filed with the Securities and Exchange Commission, at Borrower’s option:  (A) the consolidated balance sheets of the Credit Parties as at the end of such Fiscal Year and the related consolidated statements of operations and stockholders’ equity and cash flows of the Credit Parties for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail, or (B) the financial statements of Borrower and its Subsidiaries provided to the Nevada Gaming Authorities for such Fiscal Year, which financial statements shall include accompanying consolidating information providing the consolidating balance sheet, statement of operations, and statement of cash flows with respect to the Credit Parties separate from Borrower and its Subsidiaries, in each case together with a Financial Officer Certification and a Narrative Report with respect thereto;

(iii)           with respect to such financial statements specified in clause (i) or (ii) above, (A) a report thereon of Deloitte and Touche LLP or other independent public accounting firm of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of LVSC and its Subsidiaries or Borrower and the Restricted Subsidiaries, as applicable, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) and (B) to the extent in conformity with the guidelines of the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants, a written statement by such independent public accounting firm stating (1) that their audit examination has included a review of the terms of this Agreement as they relate to accounting matters, and (2) whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or
2
Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination;

(c)           The following provision shall be inserted as the new Section 10.28 of the Existing Credit Agreement:

10.28.  Acknowledgement and consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)  the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)  the effects of any Bail-in Action on any such liability, including, if applicable:

(i)  a reduction in full or in part or cancellation of any such liability;

(ii)  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)  the variation of the terms of such liability  in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
3

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(d)          The definition of “Defaulting Lender” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Swing Line Lender, Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action (as such term is defined in Section 10.28 below); provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
4
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swing Line Lender and each Lender.

(e)            Section 2.22(a)(iv) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(iv)          Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.   Subject to Section 10.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

SECTION 3.   Representations and Warranties.  To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the other parties hereto and the parties to the Existing Credit Agreement, that: (a) the representations and warranties set forth in Article IV of the Credit Agreement and the other Credit Documents are true, correct and complete in all material respects on as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date and (b) as of the date of this Amendment, there is no Event of Default or Potential Event of Default, and after giving effect to this Amendment, no Event of Default or Potential Event of Default has occurred and is continuing.

SECTION 4.  Reaffirmation.  Each of the Borrower and the Guarantors, by its signature below, hereby (a) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Credit Documents to which it is a party, and agrees that, notwithstanding the effectiveness of this Amendment, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the Secured Parties and (b) confirms that all of the representations and warranties made by it contained in the Credit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.

SECTION 5.   Effectiveness.  This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) that the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the Requisite Lenders and (iii) all Guarantors.
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SECTION 6.   Effect of Amendment.   All references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to the Credit Agreement. This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations.  Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby.  Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any other Credit Party under any Credit Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment.  The Existing Credit Agreement and each of the other Credit Documents shall remain in full force and effect, until and except as modified hereby.  This Amendment shall constitute a Credit Document for all purposes of the Existing Credit Agreement and the Credit Agreement.
  
SECTION 7.   Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
 
SECTION 8.   Jurisdiction.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
  
SECTION 9.   Counterparts.  This Amendment may be executed in counterparts and by different parties hereto on different counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 5 hereof.  Delivery of an executed signature page to this Amendment by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Amendment.
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SECTION 10.   Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
 
[Remainder of Page Intentionally Left Blank]
 
 
 
 
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
 
 
 
LAS VEGAS SANDS, LLC
 
 
 
 
 
 
 
 
 
By:
/s/ Patrick Dumont
  
 
Name:
Patrick Dumont
 
 
Title:
CFO
 

 
[Signature Page to First Amendment]

 
 
VENETIAN CASINO RESORTS, LLC,
  
 
as a Guarantor
  
       
       
 
By:
/s/ Patrick Dumont
  
 
Name:
Patrick Dumont
  
 
Title:
CFO
  




[Signature Page to First Amendment]


 
SANDS EXPO & CONVENTION CENTER, INC.,
as a Guarantor
  
       
       
 
By:
/s/ Patrick Dumont
  
 
Name:
Patrick Dumont
  
 
Title:
CFO
  
 
 
 

[Signature Page to First Amendment]
 
 
 
VENETIAN MARKETING, INC.,
  
 
as a Guarantor
  
       
       
 
By:
/s/ Patrick Dumont
  
 
Name:
Patrick Dumont
  
 
Title:
CFO
  
 
 
 

[Signature Page to First Amendment]
 
 
SANDS PENNYLVANIA, INC.,
  
 
as a Guarantor
  
       
       
 
By:
/s/ Patrick Dumont
  
 
Name:
Patrick Dumont
  
 
Title:
CFO
  

 
 

[Signature Page to First Amendment]
 
 
THE BANK OF NOVA SCOTIA,
as Administrative Agent
 
 
 
 
 
 
 
 
 
By:
/s/ Eugene Dempsey
 
 
Name:
 Eugene Dempsey
 
 
Title:
Director & Execution Head
 
 
 
 
 
 
 
 
[Signature Page to First Amendment]
 
 
THE BANK OF NOVA SCOTIA,
as a Lender
  
 
 
  
 
 
 
  
 
By:
/s/ Eugene Dempsey
  
 
Name:
 Eugene Dempsey
  
 
Title:
 Director & Execution Head
  


 
[Signature Page to First Amendment]
EXHIBIT 10.2
 
AMENDMENT AND RESTATEMENT AGREEMENT
dated as of JUNE 30, 2016
among
VML US FINANCE LLC,
as Borrower,
GUARANTORS PARTY HERETO,
LENDERS PARTY HERETO
and
BANK OF CHINA LIMITED, MACAU BRANCH,
as Administrative Agent and Collateral Agent
___________________________________________
BANK OF CHINA LIMITED, MACAU BRANCH, INDUSTRIAL AND
COMMERCIAL BANK OF CHINA (MACAU) LIMITED, BANK OF AMERICA, N.A.,
BANK OF COMMUNICATIONS CO., LTD. MACAU BRANCH,
BARCLAYS BANK PLC and GOLDMAN SACHS BANK USA,
as New Initial Term Loan Global Coordinators and New Initial Term Loan Lead Arrangers,

OVERSEA-CHINESE BANKING CORPORATION LIMITED and UNITED OVERSEAS BANK LIMITED,
as New Initial Term Loan Senior Managers,

SUMITOMO MITSUI BANKING CORPORATION, BNP PARIBAS HONG KONG BRANCH,
WING LUNG BANK LTD., MACAU BRANCH,  BANCO NACIONAL, ULTRAMARINO, S.A., DBS BANK LTD.,
THE BANK OF NOVA SCOTIA, CITIBANK, N.A., HONG KONG BRANCH, TAI FUNG BANK LIMITED,
FIRST COMMERCIAL BANK MACAU BRANCH, BANK SINOPAC COMPANY LIMITED, MACAU BRANCH and
E.SUN COMMERCIAL BANK, LTD., HONG KONG BRANCH
as New Initial Term Loan Managers
____________________________________________

AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 30, 2016 (this “Amendment”), among VML US FINANCE LLC, a Delaware limited liability company (the “Borrower”), VENETIAN MACAU LIMITED, a Macau corporation (the “Company”), the other GUARANTORS party hereto, the LENDERS party hereto and BANK OF CHINA LIMITED, MACAU BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) under the Amended and Restated Credit Agreement, dated as of March 31, 2014 (as amended by the 2015 Joinder Agreement and as otherwise amended prior to the date hereof, the “2014 Credit Agreement”), among the Borrower, the Company, the Lenders party thereto from time to time and the agents, arrangers, coordinators and bookrunners party thereto.
A.          Pursuant to the 2014 Credit Agreement, the Lenders have extended credit to the Borrower in an approximate aggregate amount equal to $5,386,828,593, consisting of (i) the Dollar Equivalent (such capitalized term and other capitalized terms used in these recitals have the meanings given in Section 1 below) of $2,386,828,592.94 initial aggregate principal amount of Extended Initial Term Loans (as defined in the 2014 Credit Agreement) (the “Existing Extended Initial Term Loans”), (ii) the Dollar Equivalent of $1,000,000,000 initial aggregate principal amount of Series A New Term Loans (the “Series A New Term Loans” and, together with the Existing Extended Initial Term Loans, the “Existing Term Loans”) and (iii) up to  $2,000,000,000 aggregate principal amount of Revolving Loan Commitments (as defined in the 2014 Credit Agreement), in each case as of the 2014 Restatement Date.
B.          The Borrower has requested that the 2014 Credit Agreement be amended and restated in the form of the Second Amended and Restated Credit Agreement attached hereto as Annex A (the 2014 Credit Agreement, as so amended and restated, being referred to as the “Amended Credit Agreement”) to modify the terms and conditions of the 2014 Credit Agreement to, among other things, allow the Borrower to (a) extend the final maturity and the scheduled amortization payment dates of the Existing Term Loans of the existing Lenders consenting hereto, (b) provide additional term loans under the Amended Credit Agreement in an aggregate principal amount equal to the Dollar Equivalent of $1,000,000,000 and (c)  make certain other changes to the 2014 Credit Agreement.
C.          Upon the 2016 Restatement Date, the outstanding Existing Term Loans of each Lender that consents to this Amendment (each an “Extending Initial Term Lender”) by executing and delivering to the Administrative Agent (or its counsel), on or prior to 5:00 p.m., Hong Kong time, on June 30, 2016 (the “Delivery Time”), a signature page to this Amendment will be converted into Extended Initial Term Loans (each Lender with an outstanding Existing Term Loan that does not so consent being referred to herein as a “Declining Initial Term Lender”).
Accordingly, the parties hereto hereby agree as follows:
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SECTION 1.             Defined Terms.  All capitalized terms used but not defined herein shall have the meanings given to them in the Amended Credit Agreement.  As used in this Amendment, the following term has the meaning specified below:
“Authorized Officer” means, relative to any Loan Party, those of its officers, directors, attorneys, general partners or managing members (as applicable) or those of the officers of the general partners or managing members (as applicable) whose signatures and incumbency shall have been certified to the Administrative Agent, the Lenders and the Issuing Lenders pursuant to Section 7(b) hereof.
SECTION 2.             Amendment and Restatement of the 2014 Credit Agreement; Execution of the Amendment.  (a) Effective as of the 2016 Restatement Date, the 2014 Credit Agreement is hereby amended and restated in the form of Annex A hereto, showing additions in blue with underline, deletions in red with strikethrough and relocations in green with underline or strikethrough, as applicable.  The Administrative Agent is hereby directed and authorized to date the Amended Credit Agreement as of the 2016 Restatement Date.
(b)          Effective as of the 2016 Restatement Date, (x) the exhibits set forth as Exhibits A‑1, A-2, A-3, B-1, B-2, B-3, C-2, C-3, D-1, D-2, E-4, E-12, E-13, E-14-I, E-14-II, E-14-III, E-14-IV, H-1, H-2, L-1, L-2, P, Q, R, U, V and W in the instrument delivered pursuant to Section 7(j) of this Amendment (collectively, the “Amended Exhibits”) shall be inserted into the exhibits to the Amended Credit Agreement and replace the existing Exhibits A‑1, A-2, A-3, B-1, B-2, B-3, C-2, C-3, D-1, D-2, E-4, E-12, E-13, E-14-I, E-14-II, E-14-III, E-14-IV, H-1, H-2, L-1, L-2, P, Q, R, U, V and W, respectively, and (y) the exhibits E-1-I, E-1-II, E-1-III, E-3-I, E-3-II, E-5, E-6-I, E-6-II, E-6-III, E-7, E-8, E-9, E-10-I, E-10-II, E-11, E-15, O and T to the 2014 Credit Agreement, each as in effect immediately prior to the 2016 Restatement Date, shall continue to be the exhibits E-1-I, E-1-II, E-1-III, E-3-I, E-3-II, E-5, E-6-I, E-6-II, E-6-III, E-7, E-8, E-9, E-10-I, E-10-II, E-11 (broken out as E-11-I, E-11-II and E-11-III), E-15, O and T, respectively, to the Amended Credit Agreement.
(c)          Effective as of the 2016 Restatement Date, (x) the schedules set forth as Schedules 1A, 1B, 1C, 1D, 2.1, 5.2, 5.5, 5.13, 5.16B, 5.17B, 7.1, 7.2, 7.3, 7.5, 7.7, 7.10(ii), 7.10(xix) and 10.9 in the instrument delivered pursuant to Section 7(j) of this Amendment (collectively, the “Amended Schedules”) shall be inserted into the schedules to the Amended Credit Agreement and replace the existing Schedules 1A, 1B, 1C, 1D, 2.1, 5.2, 5.5, 5.13, 5.16B, 5.17B, 7.1, 7.2, 7.3, 7.5, 7.7, 7.10(ii), 7.10(xix) and 10.9, respectively and (y) the schedules set forth as Schedules 1E and 1F in the instrument delivered pursuant to Section 7(j) of this Amendment (collectively, the “New Schedules”) shall be inserted into the schedules to the Amended Credit Agreement.
(d)          Bank of China Limited, Macau Branch is hereby directed by the undersigned Lenders to enter into, in the relevant capacity as Administrative Agent or Collateral Agent, as applicable, the Loan Documents set forth in clause (b) of Section 7  and Section 9 hereof and to take such other actions as may be necessary or reasonably requested by the Loan Parties to give effect to the transactions contemplated by this Amendment, the Amended Credit Agreement and such other Loan Documents.  The undersigned Lenders further consent to (and direct the Administrative Agent and the Collateral Agent, as applicable, to consent to, on behalf
3
of the Secured Parties) the termination of or entry into (or the amendment to or amendment and restatement or reaffirmation of) any Loan Document by the Administrative Agent or the Collateral Agent, as applicable, deemed necessary or reasonably requested by the Loan Parties to release, perfect or continue the perfection (with the applicable priority) of the liens securing the Obligations.
SECTION 3.             Existing Term Loans.  Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the 2016 Restatement Date, each Extending Initial Term Lender agrees that its Existing Term Loan will be modified to become an Extended Initial Term Loan of like outstanding principal amount and in the same currency.  The Existing Term Loans of each Declining Initial Term Lender shall remain outstanding as Non-Extended Initial Term Loans.  The Interest Periods and Adjusted Eurodollar Rates or HIBOR Rates, as applicable, in effect for the Existing Term Loans immediately prior to the 2016 Restatement Date shall remain in effect for the Non-Extended Initial Term Loans and the Extended Initial Term Loans resulting from the effectiveness of this Amendment on the 2016 Restatement Date, notwithstanding any contrary provision of Section 2.2 of the 2014 Credit Agreement or the Amended Credit Agreement.
SECTION 4.             New Initial Term Loans.  (a) Each Person that submits a signature page hereto as a New Initial Term Lender (the “New Initial Term Lenders”) hereby agrees to provide its respective commitment as set forth on Schedule A annexed hereto (the “New Initial Term Commitments”) to make a term loan on the 2016 Restatement Date in the amount of such New Initial Term Commitment (the “New Initial Term Loans”), on the terms and subject to the conditions set forth in this Amendment and the Amended Credit Agreement. As of the 2016 Restatement Date, each New Initial Term Lender, to the extent not already a Lender, will become a Lender under the Amended Credit Agreement.
(a)          Each New Initial Term Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement and the other Loan Documents; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
SECTION 5.            Fees.  (a) The Borrower agrees to pay to the Administrative Agent, on the 2016 Restatement Date,  for the account of each Extending Initial Term Lender that transmits its executed counterpart of this Amendment, indicating its consent hereto, to the Administrative Agent on or prior to the Delivery Time (a “Consenting Extending Initial Term Lender”), an extension fee in an amount equal to 0.50% of the aggregate principal amount of the
4
Existing Term Loans which will constitute Extended Initial Term Loans, held by such Extending Initial Term Lender as of the 2016 Restatement Date.
(a)          Borrower agrees to pay to the Administrative Agent, on the 2016 Restatement Date, for the account of each New Initial Term Lender, an upfront fee in the amount set forth opposite the name of such New Initial Term Lender on Schedule B annexed hereto.
(b)          Borrower agrees to pay to the Administrative Agent, on the 2016 Restatement Date, for the account of each Consenting Extending Initial Term Lender that is also a New Initial Term Lender, an additional fee in the amount set forth opposite the name of such Lender on Schedule C annexed hereto.
SECTION 6.             Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Company and the Borrower represents and warrants to each of the other parties hereto, that: (a) the representations and warranties set forth in Section 5 of the Amended Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date and (b) after giving effect to this Amendment, no Event of Default or Potential Event of Default has occurred and is continuing.
SECTION 7.             Conditions to the Occurrence of the 2016 Restatement Date.  The Amended Credit Agreement shall become effective as of the first date (the “2016 Restatement Date”) that each of the following conditions have been satisfied:
(a)          This Amendment has become effective pursuant to Section 9 below.
(b)          Delivery to the Collateral Agent of (i) the amendment to or modification of each of the Foreign Security Agreements set forth on Schedule D hereto (as in effect immediately prior to the 2016 Restatement Date) and (ii) each of the Foreign Security Agreements set forth on Schedule E hereto, in each case, dated on or before the 2016 Restatement Date, duly executed and delivered by an Authorized Officer of the applicable Loan Party and, to the extent required, notarized, stamped and in appropriate form for filing with the government of Macau SAR.
(c)          The Administrative Agent shall have received, with respect to each Loan Party, (i) copies of the Organizational Documents of such Person, certified by the Secretary of State or functional equivalent of its jurisdiction of organization if such certification is generally available dated a recent date prior to the 2016 Restatement Date and in each other case, by such Person’s secretary or assistant secretary, including the Usufruct Agreements in respect of the Loan Parties organized under the laws of Macau SAR, to the extent applicable; (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents being executed on or prior to the 2016 Restatement Date to which it is a party; (iii) resolutions of the Shareholders General Meeting and Declarations from the Directors or resolutions of the Board of Directors or sole member, as applicable, of such Person approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents being executed or
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amended or amended and restated on or prior to the 2016 Restatement Date to which it is a party, certified as of the 2016 Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) to the extent available, a good standing certificate from its jurisdiction of organization and a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, or, in the case of each Macau corporation, certificates issued by each of the Macau Companies Registry, the Courts of Macau SAR and the Tax Department of Macau SAR (together with an English translation) confirming that such Person exists and that no bankruptcy or other proceedings customarily covered by such certificates have been filed against such Person and such Person is in good standing as to payment of any taxes levied by the Tax Department of Macau SAR, each dated a recent date prior to the 2016 Restatement Date.
(d)          The Administrative Agent shall have received copies of written opinions of (i) Simpson Thacher & Bartlett LLP, counsel for the Loan Parties, and (ii) Sá Carneiro & Pinheiro Torres, Macau counsel for the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent, the Arrangers and their respective counsel, dated as of the 2016 Restatement Date and setting forth substantially the matters in the opinions designated in Exhibits H‑1 and H‑2 of the Amended Exhibits, respectively, and as to such other matters as the Administrative Agent or any Arranger may reasonably request.  The Company hereby acknowledges and confirms that it has requested such counsel to deliver such opinions to the Lenders.
(e)          The Borrower shall have paid (or irrevocably directed the Administrative Agent to pay) to the Arrangers and the Administrative Agent, for distribution (as appropriate) to the Lenders, the fees payable on the 2016 Restatement Date referred to in Section 5 hereof and subsection 2.3 of the Amended Credit Agreement and all other costs, expenses and fees owing to any Arranger or any Agent.
(f)          The Lenders shall have received a Financial Condition Certificate from the Company dated the 2016 Restatement Date, substantially in the form of Exhibit C-3 of the Amended Exhibits and with appropriate attachments and otherwise reasonably satisfactory to the Arrangers and the Administrative Agent, demonstrating that, after giving effect to the transactions contemplated by this Amendment and the other Loan Documents, the Loan Parties taken as a whole will be Solvent.
(g)          The government of Macau SAR shall have approved the entry by the Company into this Amendment and the Amended Credit Agreement or, if such approval has not been granted, the Arrangers and the Borrower shall have reasonably agreed to any amendments necessary to receive such approval and, after giving effect to any such amendments, this Amendment and the Amended Credit Agreement shall be in form and substance reasonably satisfactory to the Arrangers and the Borrower.
(h)          The Administrative Agent shall have received a letter from Corporate Services Company or any other Person reasonably satisfactory to the Arrangers consenting to, or confirming, its appointment by each Loan Party in each case in form and substance acceptable to
6
the Arrangers, as each such Person’s agent to receive service of process in New York, New York.
(i)          The Administrative Agent shall have received all Term Loan Notes requested by New Initial Term Lenders (which requests, if any, shall have been made at least five Business Days prior to the 2016 Restatement Date) executed by the Borrower.
(j)          Each Amended Exhibit, Amended Schedule and New Schedule shall have been agreed between all of the Arrangers and the Borrower, as evidenced by an instrument executed by the Administrative Agent and the Borrower and attaching the agreed form of each such Exhibit and Schedule.
SECTION 8.             Reaffirmation.  Each of the Borrower and the Guarantors, by its signature below, hereby (a) confirms (except as contemplated by Section 10(e) below) its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents (as amended, amended and restated or entered into as contemplated hereby) to which it is a party, and agrees that, notwithstanding the effectiveness of this Amendment or the Amended Credit Agreement, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the Secured Parties and (b) confirms that all of the representations and warranties made by it contained in the Amended Credit Agreement and each of the other Loan Documents (as amended, amended and restated or entered into as contemplated hereby) are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.
SECTION 9.             Effectiveness of this Amendment. The Administrative Agent is hereby directed and authorized to date this Amendment, and this Amendment shall become effective on such date (the “2016 Amendment Agreement Effective Date”), upon receipt by the Administrative Agent (or its counsel) of counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the Guarantors, (iii) the Requisite Lenders, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) each Extending Initial Term Lender and (vii) each New Initial Term Lender.
SECTION 10.          Effect of Restatement.  (a) The Amended Credit Agreement shall, except as otherwise expressly set forth therein, supersede the 2014 Credit Agreement from and after the 2016 Restatement Date with respect to the transactions under the Amended Credit Agreement and with respect to the Term Loans outstanding under the 2014 Credit Agreement as of the 2016 Restatement Date.  All references in the other Loan Documents to the 2014 Credit Agreement shall be deemed to refer without further amendment to the Amended Credit Agreement.
(b)          Except as expressly provided herein or in the Amended Credit Agreement, neither this Amendment nor the effectiveness of the Amended Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the 2014 Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the
7
benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations.  Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the 2014 Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith.  Except as expressly provided herein (including, without limitation Section 10(e) below) or in the Amended Credit Agreement, nothing in this Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the 2014 Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment and in the Amended Credit Agreement.
(c)          The 2014 Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby.  This Amendment shall constitute a Loan Document for all purposes of the 2014 Credit Agreement and the Amended Credit Agreement.
(d)          Notwithstanding anything to the contrary in the Amended Credit Agreement, on and after the 2016 Restatement Date, none of the Loan Parties shall be required to renew, amend or otherwise maintain effectiveness of, or be in compliance with the terms and conditions of, the Gaming Concession Consent or the Land Concessions Consent or (to the extent they imply the effectiveness of the Gaming Concession Consent or the Land Concessions Consent) the Land Security Assignment between the Collateral Agent and the Company or the Land Security Assignment between the Collateral Agent and the Cotai Subsidiary.
(e)          On or prior to the 2016 Restatement Date, (i) the Collateral Agent shall deliver to the Borrower the original Livranças and Livranças Side Letter under (and as defined in) the 2014 Credit  Agreement, marked “cancelled”, and (ii) each Power of Attorney executed (and as defined) under the 2015 Joinder Agreement shall be revoked and terminated.
SECTION 11.          Notices.  All notices hereunder shall be given in accordance with the provisions of Section 10.9 of the Amended Credit Agreement.
SECTION 12.          Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
SECTION 13.          Jurisdiction.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LOAN PARTY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN THE CONSENTS), OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY
8
AND CITY OF NEW YORK OR ANY COMPETENT COURT OF MACAU SAR.  BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH LOAN PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.9 OF THE AMENDED CREDIT AGREEMENT OR TO SUCH PERSON’S AGENT FOR SERVICE OF PROCESS SET FORTH IN SUBSECTION 10.18B OF THE AMENDED CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; (E) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION; AND (F) AGREES THAT THE PROVISIONS OF THIS SECTION 13 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.
SECTION 14.          Costs and Expenses.  The Borrower agrees to reimburse the Administrative Agent and the Arrangers for their reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers.
SECTION 15.          Counterparts.  This Amendment may be executed in counterparts and by different parties hereto on different counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9 hereof.  Delivery of an executed signature page to this Amendment by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Amendment.
SECTION 16.          Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
SECTION 17.          Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AMENDMENT.  The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction,
9
including contract claims, tort claims, breach of duty claims and all other common law and statutory claims.  Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Amendment and that each will continue to rely on this waiver in their related future dealings.  Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  In the event of litigation, this Amendment may be filed as a written consent to a trial by the court.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
 
 
 
10
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
 
VML US FINANCE LLC, as Borrower
  
         
         
 
By:
/s/ Chum Kwon Lock Grant
  
   
Name:
Chum Kwan Lock Grant
  
   
Title:
Borrower Designated Officer
  

 
[Signature Page to Amendment and Restatement Agreement]
 
 
 
VENETIAN MACAU LIMITED
  
         
         
 
By:
/s/ Chum Kwan Lock Grant
  
   
Name:
Chum Kwan Lock Grant
  
   
Title:
Director
  
         
         
 
VENETIAN COTAI LIMITED
  
         
         
 
By:
/s/ Chum Kwan Lock Grant
  
   
Name:
Chum Kwan Lock Grant
  
   
Title:
Director
  
         
         
 
VENETIAN ORIENT LIMITED
  
         
         
 
By:
/s/ Chum Kwan Lock Grant
  
   
Name:
Chum Kwan Lock Grant
  
   
Title:
Director
  

 
[Signature Page to Amendment and Restatement Agreement]

 
 
BANK OF CHINA LIMITED, MACAU BRANCH,
as Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Lender and a Lender
  
         
         
 
By:
/s/ Wong Iao Kun
  
   
Name:
Wong Iao Kun
  
   
Title:
Deputy Director of Credit Administration Department
  



[Signature Page to Amendment and Restatement Agreement]
 
EXHIBIT 10.3
 
LAS VEGAS SANDS CORP.
EXECUTIVE CASH INCENTIVE PLAN
(Amended and Restated as of April 19, 2016)
 
I.          Purpose
 
The purpose of the Las Vegas Sands Corp. Executive Cash Incentive Plan (the “Plan”) is to establish a program of incentive compensation for designated officers and/or key executive employees of Las Vegas Sands Corp., a Nevada corporation (the “Company”), and its subsidiaries and divisions that is directly related to the performance results of such individuals.  The Plan provides annual incentives, contingent upon continued employment and meeting certain corporate goals, to certain key executives who make substantial contributions to the Company.
 
II.        Definitions
 
The following definitions shall be applicable throughout the Plan.
 
“Board” means the Board of Directors of the Company.
 
“Bonus Award” means the award or awards, as determined by the Committee, to be granted to a Participant based on that Participant’s level of attainment of his or her goals established in accordance with Articles IV and V of the Plan.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Committee” means either (i) the Board or (ii) a committee selected by the Board to administer the Plan and composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code).  If at any time such a Committee has not been so designated, the Compensation Committee of the Board shall constitute the Committee or if there shall be no Compensation Committee of the Board, the Board shall constitute the Committee.  The fact that a Committee member shall fail to qualify as an “outside director” when administering the Plan with respect to 162(m) Bonus Awards shall not invalidate any 162(m) Bonus Award granted by the Committee if such 162(m) Bonus Award is otherwise validly granted under the Plan.
 
“Company” means Las Vegas Sands, Inc., a Nevada corporation, and any successor thereto.
 
“Designated Beneficiary” means the beneficiary or beneficiaries designated by a Participant in accordance with Article XIV hereof to receive the amount, if any, payable under the Plan upon such Participant’s death.
 
“162(m) Bonus Award” means a Bonus Award which is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code, as further described in Article VIII.
 
“Participant” means any officer or key executive of the Company and its subsidiaries designated by the Committee to participate in the Plan.
 
“Performance Criteria” means objective performance criteria established by the Committee with respect to 162(m) Bonus Awards.  Performance Criteria shall be measured in terms of one or more of the following objectives, described as such objectives relate to Company-wide objectives or of the subsidiary, division, department or function with the Company or subsidiary in which the Participant is employed:
 
 
(i)
net earnings or net income (before or after taxes);
 
(ii)
basic or diluted earnings per share (before or after taxes);
 
(iii)
net revenue or net revenue growth;
 
 
 
 
(iv)
gross profit or gross profit growth;
 
(v)
net operating profit (before or after taxes);
 
(vi)
return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
 
(vii)
cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
 
(viii)
earnings before or after taxes, interest, depreciation, amortization and/or rents;
 
(ix)
gross or operating margins;
 
(x)
productivity ratios;
 
(xi)
share price (including, but not limited to, growth measures and total stockholder return);
 
(xii)
expense targets;
 
(xiii)
margins;
 
(xiv)
operating efficiency;
 
(xv)
objective measures of customer satisfaction;
 
(xvi)
working capital targets;
 
(xvii)
measures of economic value added; and
 
(xviii)
inventory control.
 
Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Bonus Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.  Each grant of a 162(m) Bonus Award shall specify the Performance Criteria to be achieved, a minimum acceptable level of achievement below which no payment or award will be made, and a formula for determining the amount of any payment or award to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Performance Criteria.
 
If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Criteria to be unsuitable, the Committee may modify such Performance Criteria or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made if the effect would be to cause a 162(m) Bonus Award to fail to qualify for the performance-based compensation exception to Section 162(m) of the Code.  In addition, at the time performance goals are established as to a 162(m) Bonus Award, the Committee is authorized to determine the manner in which the Performance Criteria related thereto will be calculated or measured to take into account certain factors over which the Participant has no control or limited control including changes in industry margins, general economic conditions, interest rate movements and changes in accounting principles.  In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval. Unless otherwise determined by the Committee at the time a 162(m) Bonus Award is granted, the Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the 162(m) Bonus Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, to specify adjustments or modifications to be made to the calculation of a performance goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v)
 
2
 
nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company's fiscal year.
 
“Performance Period” means the period during which performance is measured to determine the level of attainment of a Bonus Award, which shall be the fiscal year of the Company or such other period as may be determined by the Committee.
 
“Plan” means the Las Vegas Sands Corp. Executive Cash Incentive Plan.
 
III.       Eligibility
 
Participants in the Plan shall be selected by the Committee for each Performance Period from those officers and key executives of the Company and its subsidiaries whose efforts contribute materially to the success of the Company.  No employee shall be a Participant unless he or she is selected by the Committee, in its sole discretion.  No employee shall at any time have the right to be selected as a Participant nor, having been selected as a Participant for one Performance Period, to be selected as a Participant in any other Performance Period.
 
IV.       Administration
 
The Committee, in its sole discretion, will determine eligibility for participation, establish the maximum aggregate award which may be earned by each Participant (which may be expressed in terms of a dollar amount, percentage of salary or any other measurement), establish goals for each Participant (which may be objective or subjective, and based on individual, Company, subsidiary and/or division performance), calculate and determine each Participant’s level of attainment of such goals, and calculate the Bonus Award for each Participant based upon such level of attainment.
 
Except as otherwise herein expressly provided, full power and authority to construe, interpret, and administer the Plan shall be vested in the Committee, including the power to amend or terminate the Plan as further described in Article XVII.  The Committee may at any time adopt such rules, regulations, policies, or practices as, in its sole discretion, it shall determine to be necessary or appropriate for the administration of, or the performance of its respective responsibilities under, the Plan.  The Committee may at any time amend, modify, suspend, or terminate such rules, regulations, policies, or practices.
 
V.        Bonus Awards
 
The Committee, based upon information to be supplied by management of the Company and, where determined as necessary by the Board, the ratification of the Board, will establish for each Performance Period a maximum aggregate award (and, if the Committee deems appropriate, threshold and target awards) and goals relating to Company, subsidiary, divisional, departmental and/or functional performance for each Participant and communicate such award levels and goals to each Participant prior to or during the Performance Period for which such award may be made.  Bonus Awards will be earned by each Participant based upon the level of attainment of his or her goals during the applicable Performance Period; provided that the Committee may reduce the amount of any Bonus Award in its sole and absolute discretion.  As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the goals for each Participant and the Bonus Award to be made to each Participant.
 
VI.       Payment of Bonus Awards
 
Except as provided in Articles VII and IX below, Bonus Awards earned during any Performance Period shall be paid as soon as practicable following the end of such Performance Period and
 
3
 
the determination of the amount thereof shall be made by the Committee.  Payment of Bonus Awards shall be made in the form of cash.  Bonus Award amounts earned but not yet paid will not accrue interest.
 
VII.      Deferral of Bonus Awards
 
If so permitted by the Committee, a Participant may elect to defer receipt of all or a portion of a Bonus Award pursuant to the terms of the Company’s Deferred Compensation Plan.
 
VIII.    162(m) Bonus Awards
 
Unless determined otherwise by the Committee, each Bonus Award awarded under the Plan shall be a 162(m) Bonus Award and will be subject to the following requirements, notwithstanding any other provision of the Plan to the contrary:
 
1 A 162(m) Bonus Award may be made only by a Committee which is comprised solely of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code).
 
2.                    The performance goals to which a 162(m) Bonus Award is subject must be based solely on Performance Criteria.  Such performance goals, and the maximum, target and/or threshold (as applicable) Bonus Amount payable upon attainment thereof, must be established by the Committee within the time limits required in order for the 162(m) Bonus Award to qualify for the performance-based compensation exception to Section 162(m) of the Code.
 
3.                    No 162(m) Bonus Award may be paid until the Committee has certified the level of attainment of the applicable Performance Criteria; provided, however, that the Committee, in its sole discretion, may permit the payment of a 162(m) Bonus Award to a Participant (or such Participant’s Designated Beneficiary or estate, as applicable) without first certifying the level of attainment of the applicable Performance Criteria following (i) a termination of employment due to the Participant’s death or disability or (ii) a “Change in Control” (as that term is defined in the Las Vegas Sands Corp. 2004 Equity Award Plan.
 
4.                    With respect to any single Participant, the maximum amount of any 162(m) Bonus Award for any fiscal year of the Company shall be $10,000,000.
 
IX.       Termination of Employment
 
A Participant shall be eligible to receive payment of his or her Bonus Award earned during a Performance Period, so long as the Participant is employed on the last day of such Performance Period, notwithstanding any subsequent termination of employment prior to the actual payment of the Bonus Award.  In the event of a Participant’s death prior to the payment of a Bonus Award which has been earned, such payment shall be made to the Participant’s Designated Beneficiary or, if there is none living, to the estate of the Participant. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to receive payment of all or a pro rata portion of his or her Bonus Award following a termination of such Participant’s employment prior to the last day of a Performance Period; provided, however, that, in the event the Bonus Award is a 162(m) Bonus Award the Committee shall only be permitted to exercise such discretion upon a termination of employment described in Section 4 of Article VIII.
 
X.        Reorganization or Discontinuance
 
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from a merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business
 
4
 
of the Company.  The Company will make appropriate provision for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
 
If the business conducted by the Company shall be discontinued, any previously earned and unpaid Bonus Awards under the Plan shall become immediately payable to the Participants then entitled thereto.
 
XI.       Non-Alienation of Benefits
 
A Participant may not assign, sell, encumber, transfer or otherwise dispose of any rights or interests under the Plan except by will or the laws of descent and distribution.  Any attempted disposition in contravention of the preceding sentence shall be null and void.
 
XII.     No Claim or Right to Plan Participation
 
No employee or other person shall have any claim or right to be selected as a Participant under the Plan.  Neither the Plan nor any action taken pursuant to the Plan shall be construed as giving any employee any right to be retained in the employ of the Company or any of its subsidiaries.
 
 
XIII.    Taxes
 
The Company shall deduct from all amounts paid under the Plan all federal, state, local and other taxes that the Committee, in its sole discretion, determines are required to be withheld with respect to such payments.
 
XIV.    Designation and Change of Beneficiary
 
Each Participant may indicate upon notice to him or her by the Committee of his or her right to receive a Bonus Award a designation of one or more persons as the Designated Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon the death of the Participant.  Such designation shall be in writing to the Committee.  A Participant may, from time to time, revoke or change his or her Designated Beneficiary without the consent of any prior Designated Beneficiary by filing a written designation with the Committee.  The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.  In the event that a Participant fails to designate a Designated Beneficiary as provided in this Article XIV, or if the Designated Beneficiary predeceases the Participant, then any Bonus Award payable following the Participant’s death shall be payable to such Participant’s estate.
 
XV.     No Liability of Committee Members
 
No member of the Committee shall be personally liable by reason of any contract or other instrument related to the Plan executed by such member or on his or her behalf in his or her capacity as a member of the Committee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including legal fees, disbursements and other related charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.
 
XVI.    Termination or Amendment of the Bonus Plan
 
The Committee may amend, suspend or terminate the Plan at any time; provided that no amendment may be made without the approval of the Company’s shareholders if the effect of such
 
5
 
amendment would be to cause outstanding or pending 162(m) Bonus Awards to cease to qualify for the performance-based compensation exception to Section 162(m) of the Code.
 
XVII.   Unfunded Plan
 
Participants shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, Designated Beneficiary, legal representative or any other person.  To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.  All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.
 
The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
 
XVIII. Governing Law
 
The terms of the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Nevada (and, to the extent applicable, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board) without reference to principles of conflict of laws.
 
XIX.    Effective Date
 
The effective date of the Plan is January 1, 2005.
 
 
 
6


EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 5, 2016
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Patrick Dumont, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 5, 2016
By:
 
/s/ Patrick Dumont
 
 
 
 
Patrick Dumont
Chief Financial Officer




EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 5, 2016
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 5, 2016
By:
 
/s/ Patrick Dumont
 
 
 
 
Patrick Dumont
Chief Financial Officer



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