LAS VEGAS SANDS CORP. The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements and the notes thereto, and other financial information included in this Form 10-K. 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." Overview We continue to benefit from strong operating performances across our properties as described in more detail below. During 2019, we had accomplishments in furthering several of our strategic objectives. We continued progress on our key development projects inMacao for the conversion of Sands Cotai Central into The Londoner Macao and opened gaming spaces in The Grand Suites at Four Seasons along with having certain luxury suites available for simulation purposes. InSingapore , we have initiated the development activities and secured financing to fund construction costs associated with theMBS Expansion Project . Finally, we continued to strengthen our balance sheet with the sale of Sands Bethlehem and the issuance of LVSC Senior Notes in July to refinance ourU.S. credit facility, and in November to provide funds for general corporate purposes and share repurchases. OnMay 31, 2019 , we closed the sale of Sands Bethlehem inPennsylvania . At closing, we received$1.16 billion in net cash proceeds and recorded a gain on the sale of$556 million . In earlyJanuary 2020 , an outbreak of a respiratory illness caused by a novel coronavirus was identified inWuhan ,Hubei Province ,China (the "2019 Novel Coronavirus"). Certain cities inChina are currently under quarantine and citizens acrossChina have been advised to avoid non-essential travel. Steps have also been taken by various countries around the world, including those we operate in, to restrict inbound travel from mainlandChina to contain the spread of the virus. The China Individual Visit Scheme toMacao ("China IVS") has been suspended, and onFebruary 4, 2020 , the Hong Kong SAR government temporarily closed theHong Kong Macao Ferry Terminal inHong Kong . SCL has therefore suspended all Cotai WaterJet Ferry operations betweenMacao andHong Kong until further notice. The Macao Government Tourism Office disclosed total visitation from mainlandChina toMacao declined 83% over the first seven days ofChinese New Year inJanuary 2020 as compared to the same period forChinese New Year in 2019 OnFebruary 4, 2020 theMacao government announced the suspension of casino operations fromFebruary 5, 2020 . If our casinos inMacao are not permitted to resume normal operations, travel restrictions such as those related to theChina IVS and other global restrictions on inbound travel from mainlandChina are not lifted, or the global response to contain the spread of the 2019 Novel Coronavirus escalates or is unsuccessful, our operations inMacao will be materially impacted and our operations inSingapore andLas Vegas could be adversely impacted. Given the dynamic nature of these circumstances, the related impact on our results of operations, cash flows and financial condition cannot be reasonably estimated at this time. We view each of ourIntegrated Resorts as an operating segment. Our operating segments inMacao consist of The Venetian Macao; Sands Cotai Central; The Parisian Macao; ThePlaza Macao andFour Seasons Hotel Macao ; and the SandsMacao . Our operating segment inSingapore isMarina Bay Sands . Our operating segments in theU.S. consist of theLas Vegas Operating Properties , which includes The Venetian Resort Las Vegas and the Sands Expo Center, and, throughMay 30, 2019 , Sands Bethlehem. Key Operating Revenue Measurements Operating revenues at The Venetian Macao, Sands Cotai Central, The ParisianMacao , ThePlaza Macao andFour Seasons Hotel Macao ,Marina Bay Sands and ourLas Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by casino customers who visit the property on a daily basis. The following are the key measurements we use to evaluate operating revenues: Casino revenue measurements forMacao andSingapore :Macao andSingapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement 43
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for Non-Rolling Chip play is table games drop ("drop"), which is net markers
issued (credit instruments), cash deposited in the table drop boxes and gaming
chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip
volume measurements are not comparable as they are two distinct measures of
volume. The amounts wagered and lost for Rolling Chip play are substantially
higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a
volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling
Chip win as a percentage of drop and slot hold (amount won by the casino) as a
percentage of slot handle. Win or hold percentage represents the percentage of
Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the
casino and recorded as casino revenue. Our win and hold percentages are
calculated before discounts, commissions, deferring revenue associated with our
loyalty programs and allocating casino revenues related to goods and services
provided to patrons on a complimentary basis. Our Rolling Chip win percentage is
expected to be 3.0% to 3.3% in Macao and Singapore . Actual win percentage may
vary from our expected win percentage and historical win and hold percentages.
Generally, slot machine play is conducted on a cash basis. In Macao and
Singapore , 14.7% and 23.9%, respectively, of our table games play was conducted
on a credit basis for the year ended December 31, 2019 .
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 deposited in the table drop box. We
view table games win as a percentage of drop and slot hold as a percentage of
slot handle. Our win and hold percentages are calculated before discounts,
commissions, deferring revenue associated with our loyalty programs and
allocating casino revenues related to goods and services provided to patrons on
a complimentary basis. Based upon our mix of table games, our table games are
expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24%
for non-Baccarat. Actual win percentage may vary from our expected win
percentage and historical win and hold percentages. Similar to Macao and
Singapore , slot machine play is generally conducted on a cash basis.
Approximately 66.8% of our table games play at our Las Vegas Operating
Properties , for the year ended December 31, 2019 , was conducted on a credit
basis.
Hotel revenue measurements: Performance indicators used are occupancy rate (a
volume indicator), which is the average percentage of available hotel rooms
occupied during a period and average daily room rate ("ADR", a price indicator),
which is the average price of occupied rooms per day. Available rooms exclude
those rooms unavailable for occupancy during the period due to renovation,
development or other requirements. The calculations of the occupancy rate and
ADR include the impact of rooms provided on a complimentary basis. Revenue per
available room ("RevPAR") represents a summary of hotel ADR and occupancy.
Because not all available rooms are occupied, ADR is normally higher than
RevPAR. Reserved rooms where the guests do not show up for their stay and lose
their deposit, or where guests check out early, may be re-sold to walk-in
guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales
per square foot are used as performance indicators. Occupancy represents gross
leasable occupied area ("GLOA") divided by gross leasable area ("GLA") at the
end of the reporting period. GLOA is the sum of: (1) tenant occupied space under
lease and (2) tenants no longer occupying space, but paying rent. GLA does not
include space currently under development or not on the market for lease. Base
rent per square foot is the weighted average base or minimum rent charge in
effect at the end of the reporting period for all tenants that would qualify to
be included in occupancy. Tenant sales per square foot is the sum of reported
comparable sales for the trailing 12 months divided by the comparable square
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.
Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
Summary Financial Results
Net revenues were $13.74 billion , compared to $13.73 billion for the year ended
December 31, 2018 . Operating income decreased 1.4% to $3.70 billion for the year
ended December 31, 2019 , compared to $3.75 billion for the year ended December
31, 2018 . The decrease in operating income was primarily due to a nonrecurring
legal settlement, partially offset by decreased casino expenses, driven by the
sale of Sands Bethlehem on May 31, 2019 . Net income increased 12.0% to $3.30
billion for the year ended December 31, 2019 , compared to $2.95 billion for the
year ended December 31, 2018 . The increase was primarily driven by the gain on
sale of Sands Bethlehem of $556 million , partially offset by a $109 million
increase in interest expense, net of amounts capitalized, a $93 million increase
in tax expense
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and the decrease in operating income. Adjusted property EBITDA for the year endedDecember 31, 2019 , increased 2.1% to$5.39 billion , compared to$5.28 billion for the year endedDecember 31, 2018 . Operating Revenues Our net revenues consisted of the following: Year Ended December 31, Percent 2019 2018 Change (Dollars in millions) Casino$ 9,828 $ 9,819 0.1 % Rooms 1,752 1,733 1.1 % Food and beverage 897 865 3.7 % Mall 716 690 3.8 %
Convention, retail and other 546 622 (12.2 )% Total net revenues
$ 13,739 $ 13,729 0.1 % Consolidated net revenues were$13.74 billion for the year endedDecember 31, 2019 , an increase of$10 million compared to$13.73 billion for the year endedDecember 31, 2018 . The increase was primarily driven by increases of$188 million and$136 million at ourMacao properties and ourLas Vegas Operating Properties , respectively, primarily due to increased casino revenues. The increase was partially offset by a$309 million decrease due to the sale of Sands Bethlehem onMay 31, 2019 . 45
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Net casino revenues increased$9 million compared to the year endedDecember 31, 2018 . The increase was primarily attributable to a$202 million increase at ourMacao operating properties, driven by increases in Non-Rolling Chip win percentage and drop, and an$87 million increase at ourLas Vegas Operating Properties , driven by increases in table games win percentage and slot handle. The increase was partially offset by a$269 million decrease due to the sale of Sands Bethlehem onMay 31, 2019 . The following table summarizes the results of our casino activity: Year Ended December 31, 2019 2018 Change (Dollars in millions) Macao Operations: The Venetian Macao Total casino revenues$ 2,875 $ 2,829 1.6 % Non-Rolling Chip drop$ 9,275 $ 9,068 2.3 % Non-Rolling Chip win percentage 26.2 % 24.7 % 1.5 pts Rolling Chip volume$ 25,715 $ 32,148 (20.0 )% Rolling Chip win percentage 3.29 % 3.55 % (0.26 )pts Slot handle$ 3,952 $ 3,303 19.6 % Slot hold percentage 4.8 % 4.6 % 0.2 pts Sands Cotai Central Total casino revenues$ 1,541 $ 1,622 (5.0 )% Non-Rolling Chip drop$ 6,586 $ 6,722 (2.0 )% Non-Rolling Chip win percentage 22.7 % 21.4 % 1.3 pts Rolling Chip volume$ 5,364 $ 10,439 (48.6 )% Rolling Chip win percentage 3.36 % 3.59 % (0.23 )pts Slot handle$ 4,107 $ 4,811 (14.6 )% Slot hold percentage 4.2 % 3.9 % 0.3 pts The Parisian Macao Total casino revenues$ 1,376 $ 1,265 8.8 % Non-Rolling Chip drop$ 4,522 $ 4,323 4.6 % Non-Rolling Chip win percentage 23.1 % 21.1 % 2.0 pts Rolling Chip volume$ 16,121 $ 19,049 (15.4 )% Rolling Chip win percentage 3.43 % 3.19 % 0.24 pts Slot handle$ 4,217 $ 4,837 (12.8 )% Slot hold percentage 3.7 % 2.9 % 0.8 pts ThePlaza Macao and Four Seasons Hotel Macao Total casino revenues$ 650 $ 502 29.5 % Non-Rolling Chip drop$ 1,473 $ 1,365 7.9 % Non-Rolling Chip win percentage 24.4 % 24.9 % (0.5 )pts Rolling Chip volume$ 13,368 $ 13,100 2.0 % Rolling Chip win percentage 3.88 % 2.95 % 0.93 pts Slot handle$ 518 $ 565 (8.3 )% Slot hold percentage 6.0 % 6.1 % (0.1 )pts Sands Macao Total casino revenues$ 576 $ 598 (3.7 )% Non-Rolling Chip drop$ 2,634 $ 2,565 2.7 % Non-Rolling Chip win percentage 18.3 % 18.4 % (0.1 )pts Rolling Chip volume$ 4,605 $ 5,705 (19.3 )% Rolling Chip win percentage 2.52 % 3.12 % (0.60 )pts Slot handle$ 2,596 $ 2,569 1.1 % Slot hold percentage 3.3 % 3.1 % 0.2 pts 46
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Year Ended December 31,
2019 2018 Change
(Dollars in millions)
Singapore Operations:
Marina Bay Sands
Total casino revenues $ 2,167 $ 2,178 (0.5 )%
Non-Rolling Chip drop $ 5,194 $ 5,352 (3.0 )%
Non-Rolling Chip win percentage 20.7 % 20.0 % 0.7 pts
Rolling Chip volume $ 29,504 $ 27,164 8.6 %
Rolling Chip win percentage 3.40 % 3.50 % (0.10 )pts
Slot handle $ 14,183 $ 14,578 (2.7 )%
Slot hold percentage 4.6 % 4.5 % 0.1 pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues $ 444 $ 357 24.4 %
Table games drop $ 1,945 $ 1,866 4.2 %
Table games win percentage 19.2 % 15.0 % 4.2 pts
Slot handle $ 2,960 $ 2,787 6.2 %
Slot hold percentage 8.2 % 8.3 % (0.1 )pts
Sands Bethlehem(1)
Total casino revenues $ 199 $ 468 (57.5 )%
Table games drop $ 453 $ 1,134 (60.1 )%
Table games win percentage 20.2 % 17.9 % 2.3 pts
Slot handle $ 2,007 $ 4,795 (58.1 )%
Slot hold percentage 6.3 % 6.4 % (0.1 )pts
_________________________
(1) We completed the sale of Sands Bethlehem on
operations include Sands Bethlehem through
In our experience, average win percentages remain fairly consistent when
measured over extended periods of time with a significant volume of wagers, but
can vary considerably within shorter time periods as a result of the statistical
variances associated with games of chance in which large amounts are wagered.
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Room revenues increased$19 million compared to the year endedDecember 31, 2018 . The increase was primarily due to increases of$20 million and$11 million at ourLas Vegas Operating Properties andMarina Bay Sands , respectively, driven by increases in occupancy and ADR. This increase was partially offset by a$9 million decrease due to the sale of Sands Bethlehem onMay 31, 2019 , and an$11 million decrease at Sands Cotai Central. Due to the conversion to The LondonerMacao , there were approximately 8% fewer rooms available at Sands Cotai Central in 2019 compared to 2018. The following table summarizes the results of our room activity: Year Ended December 31, 2019 2018 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues$ 222 $ 223 (0.4 )% Occupancy rate 95.9 % 95.9 % - Average daily room rate (ADR)$ 227 $ 225 0.9 % Revenue per available room (RevPAR)$ 217 $ 216 0.5 % Sands Cotai Central Total room revenues$ 320 $ 331 (3.3 )% Occupancy rate 96.8 % 94.8 % 2.0 pts Average daily room rate (ADR)$ 160 $ 157 1.9 % Revenue per available room (RevPAR)$ 155 $ 149 4.0 % The Parisian Macao Total room revenues$ 130 $ 124 4.8 % Occupancy rate 97.2 % 96.3 % 0.9 pts Average daily room rate (ADR)$ 159 $ 155 2.6 % Revenue per available room (RevPAR)$ 155 $ 149 4.0 % ThePlaza Macao and Four Seasons Hotel Macao Total room revenues$ 41 $ 39 5.1 % Occupancy rate 91.3 % 88.7 % 2.6 pts Average daily room rate (ADR)$ 332 $ 323 2.8 % Revenue per available room (RevPAR)$ 303 $ 286 5.9 % Sands Macao Total room revenues$ 18 $ 17 5.9 % Occupancy rate 99.8 % 98.6 % 1.2 pts Average daily room rate (ADR)$ 175 $ 164 6.7 % Revenue per available room (RevPAR)$ 175 $ 162 8.0 % Singapore Operations: Marina Bay Sands Total room revenues$ 404 $ 393 2.8 % Occupancy rate 97.6 % 96.7 % 0.9 pts Average daily room rate (ADR)$ 450 $ 441 2.0 % Revenue per available room (RevPAR)$ 439 $ 426 3.1 % U.S. Operations:Las Vegas Operating Properties Total room revenues$ 610 $ 590 3.4 % Occupancy rate 95.3 % 94.6 % 0.7 pts Average daily room rate (ADR)$ 251 $ 243
3.3 %
Revenue per available room (RevPAR)
48
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Table of Contents SandsBethlehem (1) Total room revenues$ 7 $ 16 (56.3 )% Occupancy rate 92.6 % 92.8 % (0.2 )pts
Average daily room rate (ADR)
_________________________
(1) We completed the sale of Sands Bethlehem on
operations include Sands Bethlehem through
Food and beverage revenues increased$32 million compared to the year endedDecember 31, 2018 . The increase was primarily due to a$30 million increase at Marina Bay Sands, driven by the opening of new restaurants and a night club. Additionally, ourLas Vegas Operating Properties increased$23 million , due to increases in banquet operations, in-suite dining volume and the opening of new restaurants, partially offset by a$15 million decrease due to the sale of SandsBethlehem . 49
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Mall revenues increased$26 million compared to the year endedDecember 31, 2018 . The increase was primarily due to increases of$20 million and$6 million at the Shoppes at Venetian and The Shoppes at Marina Bay Sands, respectively, driven by increases in base rents as a result of store renewals and new tenants and increases in overage rents, and an increase of$6 million at the Shoppes at Four Seasons driven by an increase in overage rent, partially offset by a decrease of$4 million at the Shoppes at Parisian due to a decrease in base rents. For further information related to the financial performance of our malls, see "Additional Information Regarding our Retail Mall Operations." The following table summarizes the results of our malls on the Cotai Strip inMacao and inSingapore : Year Ended December 31, 2019 2018 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues$ 253 $ 233 8.6 % Mall gross leasable area (in square feet) 812,938 813,376 (0.1 )% Occupancy 91.4 % 90.3 % 1.1 pts Base rent per square foot$ 277 $ 263 5.3 % Tenant sales per square foot$ 1,709 $ 1,746 (2.1 )% Shoppes at Cotai Central(1) Total mall revenues$ 70 $ 69 1.4 % Mall gross leasable area (in square feet) 525,222 519,681 1.1 % Occupancy 90.1 % 91.5 % (1.4 )pts Base rent per square foot$ 107 $ 108 (0.9 )% Tenant sales per square foot$ 934 $ 892 4.7 % Shoppes at Parisian Total mall revenues$ 53 $ 57 (7.0 )% Mall gross leasable area (in square feet) 295,920 295,915 - Occupancy 86.2 % 89.8 % (3.6 )pts Base rent per square foot$ 149 $ 156 (4.5 )% Tenant sales per square foot$ 785 $ 649 21.0 % Shoppes at Four Seasons Total mall revenues$ 151 $ 145 4.1 % Mall gross leasable area (in square feet) 242,425 241,548 0.4 % Occupancy 95.0 % 99.0 % (4.0 )pts Base rent per square foot$ 544 $ 460 18.3 % Tenant sales per square foot$ 5,478 $ 4,373 25.3 % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues$ 185 $ 179 3.4 % Mall gross leasable area (in square feet) 593,714 606,362 (2.1 )% Occupancy 96.4 % 95.4 % 1.0 pts Base rent per square foot$ 270 $ 258 4.7 % Tenant sales per square foot$ 2,062 $ 1,898 8.6 %
_________________________
Note: This table excludes the results of mall operations at Sands Macao and Sands
(1) The Shoppes at Cotai Central will feature up to approximately 600,000 square
feet of gross leasable area upon completion of all phases of Sands Cotai
Central's renovation, rebranding and expansion to The Londoner Macao.
Convention, retail and other revenues decreased
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Zhuhai-Macao bridge inOctober 2018 and the ongoing situation inHong Kong sinceJune 2019 , a$13 million decrease due to the sale of Sands Bethlehem onMay 31, 2019 , and the receipt of insurance proceeds inMacao during the year endedDecember 31, 2018 , related to Typhoon Hato and Typhoon Mangkhut. Operating Expenses Our operating expenses consisted of the following: Year Ended December 31, Percent 2019 2018 Change (Dollars in millions) Casino$ 5,304 $ 5,448 (2.6 )% Rooms 444 438 1.4 % Food and beverage 702 673 4.3 % Mall 78 79 (1.3 )% Convention, retail and other 304 336 (9.5 )% Provision for doubtful accounts 30 5 500.0 % General and administrative 1,502 1,483 1.3 % Corporate 313 202 55.0 % Pre-opening 34 6 466.7 % Development 24 12 100.0 % Depreciation and amortization 1,165 1,111 4.9 %
Amortization of leasehold interests in land 51 35 45.7 % Loss on disposal or impairment of assets
90 150 (40.0 )%
Total operating expenses $ 10,041 $ 9,978 0.6 %
Operating expenses were $10.04 billion for the year ended December 31, 2019 , an
increase of $63 million compared to $9.98 billion for the year ended December
31, 2018 . The increase in operating expenses was driven by a nonrecurring legal
settlement, partially offset by a decrease in casino expenses, primarily due to
the sale of Sands Bethlehem.
Casino expenses decreased $144 million compared to the year ended December 31,
2018 . The decrease was primarily attributable to a $179 million decrease due to
the sale of Sands Bethlehem. The decrease was partially offset by increases of
$12 million and $11 million at our Las Vegas Operating Properties and our Macao
properties, respectively, driven by increased casino revenues.
The provision for doubtful accounts was $30 million for the year ended
December 31, 2019 , compared to $5 million for the year ended December 31, 2018 .
The increase resulted from collections of previously reserved customer balances
during year ended December 31, 2018 . The amount of this provision can vary over
short periods of time because of factors specific to the customers who owe us
money from gaming activities at any given time. We believe the amount of our
provision for 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.
Corporate expenses increased $111 million compared to the year ended
December 31, 2018 . The increase was primarily due to a nonrecurring legal
settlement.
Pre-opening expenses represents personnel and other costs incurred prior to the
opening of new ventures, which are expensed as incurred. Pre-opening expenses
increased $28 million compared to the year ended December 31, 2018 , primarily
due to the opening of new venues at Marina Bay Sands and our on-going
development projects in Macao . Development expenses include the costs associated
with the Company's evaluation and pursuit of new business opportunities, which
are also expensed as incurred.
Depreciation and amortization expense increased $54 million compared to the year
ended December 31, 2018 . The increase was primarily due to a $46 million
increase at our Macao operating properties, primarily driven by a $20 million
increase due to the acceleration of deprecation due to The Londoner Macao
project and from other capital projects placed into service at each of the other
operating properties. Amortization of leasehold interest in land increased $14
million , driven by the increase of leasehold interest in land in connection with
the MBS Expansion Project .
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Loss on disposal or impairment of assets was$90 million for the year endedDecember 31, 2019 , compared to$150 million for the year endedDecember 31, 2018 . The loss for the year endedDecember 31, 2019 , consisted primarily of a$65 million impairment of our ferries inMacao . The loss for the year endedDecember 31, 2018 , consisted primarily of a$128 million write-off of costs related to preparing the site for The Grand Suites at Four Seasons project. Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 18 - Segment Information" for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income): Year Ended December 31, Percent 2019 2018 Change (Dollars in millions)Macao : The Venetian Macao$ 1,407 $ 1,378 2.1 % Sands Cotai Central 726 759 (4.3 )% The Parisian Macao 544 484 12.4 % The Plaza Macao and Four Seasons Hotel Macao 345 262 31.7 % Sands Macao 175 178 (1.7 )% Ferry Operations and Other (8 ) 18 (144.4 )% 3,189 3,079 3.6 % Marina Bay Sands 1,661 1,690 (1.7 )% United States: Las Vegas Operating Properties 487 394 23.6 % Sands Bethlehem(1) 52 116 (55.2 )% 539 510 5.7 %
Consolidated adjusted property EBITDA(2)
_________________________
(1) We completed the sale of Sands Bethlehem on
operations include Sands Bethlehem through
(2) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure,
is net income before stock-based compensation expense, corporate expense,
pre-opening expense, development expense, depreciation and amortization,
amortization of leasehold interests in land, gain or loss on disposal or
impairment of assets, interest, other income or expense, gain on sale of
Sands
income taxes. Consolidated adjusted property EBITDA is a supplemental
non-GAAP financial measure used by management, as well as industry analysts,
to evaluate operations and operating performance. In particular, management
utilizes consolidated adjusted property EBITDA to compare the operating
profitability of our operations with those of our competitors, as well as a
basis for determining certain incentive compensation.
companies have historically reported adjusted property EBITDA as a
supplemental performance measure to GAAP financial measures. In order to view
the operations of their properties on a more stand-alone basis, Integrated
Resort companies, including
certain expenses that do not relate to the management of specific properties,
such as pre-opening expense, development expense and corporate expense, from
their adjusted property EBITDA calculations. Consolidated adjusted property
EBITDA should not be interpreted as an alternative to income from operations
(as an indicator of operating performance) or to cash flows from operations
(as a measure of liquidity), in each case, as determined in accordance with
GAAP. We have significant uses of cash flow, including capital expenditures,
dividend payments, interest payments, debt principal repayments and income
taxes, which are not reflected in consolidated adjusted property EBITDA. Not
all companies calculate adjusted property EBITDA in the same manner. As a
result, our presentation of consolidated adjusted property EBITDA may not be
directly comparable to similarly titled measures presented by other
companies.
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Adjusted property EBITDA at ourMacao operations increased$110 million compared to the year endedDecember 31, 2018 . The increase was primarily due to increased casino revenues, driven by increases in Non-Rolling Chip win percentage and drop, and increased mall revenues, driven by increases in overage rents and base rents, due to store renewals and new tenants. The increase was partially offset by the impact of the construction associated with The Londoner Macao project and a decrease in our ferry operations in connection with the opening of the Hong Kong-Zhuhai-Macao bridge inOctober 2018 and the ongoing situation inHong Kong sinceJune 2019 , and the receipt of insurance proceeds received during the year endedDecember 31, 2018 , related to Typhoon Hato and Typhoon Mangkhut. Adjusted property EBITDA at Marina Bay Sands decreased$29 million compared to the year endedDecember 31, 2018 . The decrease was primarily due to a$25 million increase in general and administrative expenses, driven by increased payroll and related costs, property taxes and repair and maintenance costs. Adjusted property EBITDA at ourLas Vegas Operating Properties increased$93 million compared to the year endedDecember 31, 2018 . The increase was primarily due to increased casino revenues, driven by increases in table games win percentage and slot handle, and increased room revenues, resulting from increases in occupancy and ADR. Adjusted property EBITDA at Sands Bethlehem decreased$64 million compared to the year endedDecember 31, 2018 , resulting from the sale of the property closing onMay 31, 2019 . Interest Expense The following table summarizes information related to interest expense: Year Ended December 31, 2019 2018 (Dollars in millions) Interest cost$ 549 $ 434 Add - imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 15 15 Less - capitalized interest (9 ) (3 ) Interest expense, net$ 555 $ 446 Cash paid for interest$ 471 $ 329 Weighted average total debt balance$ 12,154 $ 10,992 Weighted average interest rate 4.5 %
4.0 %
Interest cost increased$115 million compared to the year endedDecember 31, 2018 , resulting primarily from increases in our weighted average interest rate and weighted average total debt balance, due to the issuance of the SCL Senior Notes inAugust 2018 , which carried a higher fixed interest rate compared to the variable rate on the 2016 VML Credit Facility and the issuance of the 2025 LVSC Senior Notes inNovember 2019 (see "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 8 - Long-Term Debt"). Other Factors Affecting Earnings Other income was$23 million for the year endedDecember 31, 2019 , compared to$26 million during the year endedDecember 31, 2018 . Other income during the year endedDecember 31, 2019 , was primarily attributable to$24 million of foreign currency transaction gains, driven byU.S. dollar denominated debt held by SCL. The gain was partially offset by foreign currency transaction losses related toSingapore dollar denominated intercompany debt reported inU.S. dollars, resulting from the depreciation of theU.S. dollar versus theSingapore dollar during the period. The loss on modification or early retirement of debt was$24 million for the year endedDecember 31, 2019 , primarily due to the write-off of unamortized deferred financing costs resulting from the early retirement of our 2013 U.S. Credit Facility in connection with the issuance of the LVSC Senior Notes (see "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 8 - Long-Term Debt - 2013 U.S. Credit Facility"). Our effective income tax rate was 12.4% for the year endedDecember 31, 2019 , compared to 11.3% for the year endedDecember 31, 2018 . The effective income tax rate for 2019 includes the impact of the gain on sale of Sands Bethlehem onMay 31, 2019 . The effective income tax rate for the year endedDecember 31, 2019 , would have been 53
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9.5% without the discrete income tax expense of$161 million resulting from the sale of Sands Bethlehem.U.S. tax reform made significant changes toU.S. income tax laws including lowering theU.S. corporate tax rate to 21% effective beginning in 2018 and transitioning from a worldwide tax system to a territorial tax system resulting in dividends from our foreign subsidiaries not being subject toU.S. income tax and creating a one-time tax on previously unremitted earnings of foreign subsidiaries. The effective tax rate for 2018 included a one-time discrete expense of$57 million resulting from recently issued guidance by the Internal Revenue Service related to certain international provisions of the Act. Our effective tax rate for 2018 would have been 9.6% without the one-time discrete expense. The discrete tax expense recorded during 2018 relates to an increase in the valuation allowance recorded on certainU.S. foreign tax credit assets as we determined these assets were no longer "more-likely-than-not" realizable due to concluding how the foreign tax credits allowed against theU.S. tax liability would be utilized. The effective income tax rates reflect a 17% statutory tax rate on ourSingapore operations and a zero percent tax rate on ourMacao gaming operations due to our income tax exemption inMacao . We have recorded a valuation allowance related to certain deferred tax assets previously generated by operations in theU.S. and certain foreign jurisdictions; however, to the extent the financial results of these operations improve or we determine related administrative guidance, notices, implementation regulations, potential legislative amendments or interpretations of the Act require changes to positions we have taken and it becomes "more-likely-than-not" 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$606 million for the year endedDecember 31, 2019 , compared to$538 million for the year endedDecember 31, 2018 . These amounts are primarily related to the noncontrolling interest of SCL and reflect the increase in net income generated by SCL in 2019. 54
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Additional Information Regarding our Retail Mall Operations The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years endedDecember 31, 2019 and 2018: The Shoppes Shoppes at Shoppes at Four Shoppes at Marina Bay Venetian Seasons at Cotai Central Shoppes at Parisian Sands (In millions) For the year ended December 31, 2019 Mall revenues: Minimum rents(1) $ 194 $ 110 $ 39 $ 37$ 135 Overage rents 26 31 13 3 24 CAM, levies and direct recoveries 33 10 18 13 26 Total mall revenues 253 151 70 53 185 Mall operating expenses: Common area maintenance 16 6 8 6 17 Marketing and other direct operating expenses 8 3 3 5 6 Mall operating expenses 24 9 11 11 23 Property taxes(2) 1 - - - 6 Provision for doubtful accounts - 1 - - - Mall-related expenses(3) $ 25 $ 10 $ 11 $ 11$ 29 For the year ended December 31, 2018 Mall revenues: Minimum rents(1) $ 180 $ 110 $ 38 $ 42$ 129 Overage rents 21 25 14 3 22 CAM, levies and direct recoveries 32 10 17 12 28 Total mall revenues 233 145 69 57 179 Mall operating expenses: Common area maintenance 15 6 7 6 17 Marketing and other direct operating expenses 9 3 3 4 7 Mall operating expenses 24 9 10 10 24 Property taxes(2) - - - - 6 Provision for doubtful accounts - - 1 1 - Mall-related expenses(3) $ 24 $ 9 $ 11 $ 11$ 30
____________________
Note: This table excludes the results of our mall operations at Sands Macao and
Sands Bethlehem.
(1) Minimum rents include base rents and straight-line adjustments of base
rents.
(2) Commercial property that generates rental income is exempt from property tax
for the first six years for newly constructed buildings in Cotai. Each
property is also eligible to obtain an additional six-year exemption,
provided certain qualifications are met. To date, The Venetian Macao, The
Plaza Macao and Four Seasons Hotel Macao and The Parisian Macao haveobtained a second exemption. The second exemption for The Venetian Macao
expired in
Central has a distinct exemption for each hotel tower with expiration dates
that range from
obtaining the second exemption for Sands Cotai Central.
(3) Mall-related expenses consist of CAM, marketing fees and other directoperating expenses, property taxes and provision for doubtful accounts, but
excludes depreciation and amortization and general and administrative costs.
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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 table above, we believe taking total mall revenues less mall-related
expenses provides an operating performance measure for our malls. Other mall
operating companies may use different methodologies for deriving mall-related
expenses. As such, this calculation may not be comparable to the NOI of other
mall operating companies.
Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017
A discussion of changes in our results of operations between 2018 and 2017 has
been omitted from this Form 10-K and can be found in "Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations - Year
Ended December 31, 2018 Compared to the Year Ended December 31, 2017 " of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2018.
Liquidity and Capital Resources
Cash Flows - Summary
Our cash flows consisted of the following:
Year Ended December 31,
2019 2018 2017
(In millions)
Net cash generated from operating activities
$ 4,543 Cash flows from investing activities: Net proceeds from sale of subsidiary 1,161 - - Capital expenditures (1,216 ) (949 ) (837 ) Proceeds from disposal of property and equipment 5 19
15
Acquisition of intangible assets (53 ) - - Net cash used in investing activities (103 ) (930 ) (822 ) Cash flows from financing activities: Proceeds from exercise of stock options 54 79
40
Repurchase of common stock (754 ) (905 ) (375 ) Dividends paid and noncontrolling interest payments (3,000 ) (2,979 ) (2,943 ) Proceeds from long-term debt 4,000 7,593 654 Repayments of long-term debt (3,536 ) (5,178 ) (858 ) Payments of financing costs (132 ) (132 ) (5 ) Net cash used in financing activities (3,368 ) (1,522 ) (3,487 ) Effect of exchange rate on cash, cash equivalents and restricted cash 14 (18 )
58
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents (419 ) 2,231
292
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year 4,661 2,430
2,138
Cash, cash equivalents and restricted cash and cash equivalents at end of year$ 4,242 $ 4,661
A discussion of changes in cash flows between 2018 and 2017 has been omitted from this Form 10-K and can be found in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" of the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 . 56
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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. For the year endedDecember 31, 2019 , net cash generated from operating activities decreased$1.66 billion compared to the year endedDecember 31, 2018 . The decrease was primarily attributable to the$963 million land lease payment made inSingapore in connection with theMBS Expansion Project , an increase in interest cost as described above and a nonrecurring legal settlement. Additionally, working capital decreased versus the prior year due to lower levels of deposits from gaming customers and outstanding chips. Cash Flows - Investing Activities Capital expenditures for the year endedDecember 31, 2019 , totaled$1.22 billion , including$762 million inMacao , which consisted of$298 million for ThePlaza Macao andFour Seasons Hotel Macao primarily for The Grand Suites at Four Seasons,$282 million for Sands Cotai Central primarily for The LondonerMacao and$131 million for The Venetian Macao;$198 million at ourLas Vegas Operating Properties ;$195 million inSingapore ; and$61 million for corporate and other activities. Capital expenditures for the year endedDecember 31, 2018 , totaled$949 million , including$535 million inMacao , which consisted primarily of$180 million for The Venetian Macao,$131 million for each of Sands Cotai Central and The Parisian Macao;$182 million inSingapore ;$127 million at ourLas Vegas Operating Properties ; and$105 million for corporate and other activities. Cash Flows - Financing Activities Net cash flows used in financing activities were$3.37 billion for the year endedDecember 31, 2019 , which was primarily attributable to$3.0 billion in dividend payments,$754 million in common stock repurchases and$132 million in payments of financing costs, partially offset by proceeds of$495 million from the issuance of the 2025 LVSC Senior Note. Net cash flows used in financing activities were$1.52 billion for the year endedDecember 31, 2018 , which was primarily attributable to$2.98 billion in dividend payments and$905 million in common stock repurchases, partially offset by net proceeds of$2.42 billion from the issuance of the SCL Senior Notes and borrowings under the 2013 U.S. Credit Facility. As ofDecember 31, 2019 , we had$3.95 billion available for borrowing under ourU.S. ,Macao andSingapore revolving facilities, net of letters of credit. Additionally, we had$2.78 billion available for borrowing under the 2012 Singapore Delayed Draw Term Facility to finance construction costs incurred in connection with theMBS Expansion Project . Capital Financing Overview We fund our development projects primarily through borrowings from our debt instruments (see "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 8 - Long-Term Debt") and operating cash flows. InJuly 2019 , LVSC issued, in a public offering, three series of senior unsecured notes in an aggregate principal amount of$3.50 billion . A portion of the net proceeds from the offering was used to repay in full the outstanding borrowings under the 2013 U.S. Credit Facility. InNovember 2019 , LVSC issued, in a public offering, an additional series of senior unsecured notes in an aggregate principal amount of$500 million . A portion of the net proceeds from the offering was used for general corporate purposes, including repurchases of shares of our common stock. (see "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 8 - Long-Term Debt - Corporate andU.S. Related Debt - LVSC Senior Notes"). OurU.S. ,Macao andSingapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio of debt or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined ("Adjusted EBITDA"). As ofDecember 31, 2019 , ourU.S. ,Macao andSingapore leverage ratios, as defined per the respective credit facility agreements, were 1.2x, 1.8x and 2.0x, respectively, compared to the maximum leverage ratios allowed of 4.0x, 4.0x and 4.5x, respectively. If we 57
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are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. Any defaults under our debt 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 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$4.23 billion and restricted cash and cash equivalents of approximately$16 million as ofDecember 31, 2019 , of which approximately$2.89 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the$2.89 billion , approximately$2.15 billion is available to be repatriated to theU.S. , and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the$3.95 billion available for borrowing under ourU.S. ,Macao andSingapore credit facilities, net of outstanding letters of credit, and$2.78 billion available for borrowing under the 2012 Singapore Delayed Draw Term Facility, as ofDecember 31, 2019 , will be sufficient to fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. During the year endedDecember 31, 2019 , we paid a quarterly dividend of$0.77 per common share as part of a regular cash dividend program and recorded$2.37 billion as a distribution against retained earnings. InJanuary 2020 , our Board of Directors declared a quarterly dividend of$0.79 per common share (a total estimated to be approximately$603 million ) to be paid onMarch 26, 2020 , to shareholders of record onMarch 18, 2020 . We expect this level of dividend to continue quarterly through the remainder of 2020. Our Board of Directors will continually assess the level and appropriateness of any cash dividends. OnFebruary 22 andJune 21, 2019 , SCL paid a dividend of0.99 Hong Kong dollars ("HKD") andHKD 1.00 per share, respectively, to SCL shareholders (a total of$2.05 billion , of which we retained$1.44 billion during the year endedDecember 31, 2019 ). InJanuary 2020 , the Board of Directors of SCL declared a dividend ofHKD 0.99 per share (a total of$1.03 billion , of which we will retain approximately$720 million ) to SCL shareholders of record onFebruary 5, 2020 , which will be paid onFebruary 21, 2020 . InNovember 2016 , our Board of Directors authorized the repurchase of$1.56 billion of our outstanding common stock, which was to expire inNovember 2018 . InJune 2018 , our Board of Directors authorized increasing the remaining repurchase amount of$1.11 billion to$2.50 billion and extending the expiration date toNovember 2020 . During the year endedDecember 31, 2019 , we repurchased 12,556,635 shares of our common stock for$754 million (including commissions) under this program. All share repurchases of our common stock have been recorded as treasury stock. 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, cash flows, legal requirements, other investment opportunities and market conditions. 58
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Aggregate Indebtedness and Other Known Contractual Obligations
Our total long-term indebtedness and other known contractual obligations are
summarized below as of
Payments Due by Period(1)
2020 2021 - 2022 2023 - 2024 Thereafter Total
(In millions)
Long-Term Debt Obligations(2)
LVSC Senior Notes $ - $ - $ 1,750 $ 2,250 $ 4,000
SCL Senior Notes - - 1,800 3,700 5,500
2012 Singapore Credit Facility 62 124 201 2,690 3,077
Finance Leases, Including Imputed
Interest 9 9 - - 18
Fixed Interest Payments 417 824 742 727 2,710
Variable Interest Payments(3) 96 186 178 102 562
Contractual Obligations
Operating Leases, Including Imputed
Interest(4) 36 55 47 535 673
Mall Deposits(5) 52 63 24 13 152
Macao Annual Premium(6) 42 63 - - 105
Other(7) 147 136 70 191 544
Total $ 861 $ 1,460 $ 4,812 $ 10,208 $ 17,341
_______________________
(1) As of
uncertain tax positions; we do not expect this liability to result in a
payment of cash within the next 12 months. We are unable to reasonably
estimate the timing of the liability in individual years beyond 12 months
due to uncertainties in the timing of the effective settlement of tax
positions; therefore, such amounts are not included in the table.
(2) See "Item 8 - Financial Statements and Supplementary Data - Notes toConsolidated Financial Statements - Note 8 - Long-Term Debt" for further
details on these financing transactions and "Item 8 - Financial Statements
and Supplementary Data - Notes to Consolidated Financial Statements - Note
14 - Leases" for further details on finance leases.
(3) Based on the 1-month rate as of
Rate ("SOR") of 1.49% plus the applicable interest rate spread in
accordance with the respective debt agreements.
(4) We are party to certain operating leases for real estate and various
equipment, which primarily include
leases in
related to a 99-year lease agreement (84 years remaining) for a parking
structure located adjacent to The Venetian Resort Las Vegas and
related to certain leaseback agreements related to the sale of the Grand
Canal Shoppes. See "Item 8 - Financial Statements and Supplementary Data -
Notes to Consolidated Financial Statements - Note 14 - Leases" for further
details on operating leases.
(5) Mall deposits consist of refundable security deposits received from mall
tenants.
(6) In addition to the 39% gross gaming win tax in
in this table as the amount we pay is variable in nature), we are required
to pay an annual premium with a fixed portion and a variable portion, which
is based on the number and type of gaming tables and gaming machines we
operate. Based on the gaming tables and gaming machines in operation as of
December 31, 2019 , the annual premium payable to theMacao government is approximately$42 million through the termination of the gaming subconcession inJune 2022 .
(7) Primarily consists of all other non-cancellable contractual obligations and
primarily relates to certain hotel and restaurant management and service
agreements. The amounts exclude open purchase orders with our suppliers
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that have not yet been received as these agreements generally allow us the option to cancel, reschedule and adjust terms based on our business needs prior to the delivery of goods or performance of services. Off-Balance Sheet Arrangements We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate swaps. Restrictions on Distributions We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. Certain of our debt instruments contain 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 certain of 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 made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends" and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, 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 theU.S. and internationally,
which may impact levels of disposable income, consumer spending, group
meeting business, pricing of hotel rooms and retail and mall sales;
• disruptions or reductions in travel, as well as disruptions in ouroperations, due to natural or man-made disasters, pandemics, epidemics or
outbreaks of infectious or contagious diseases (such as the recent 2019
Novel Coronavirus situation), political instability, civil unrest,
terrorist activity or war;
• the uncertainty of consumer behavior related to discretionary spending and
vacationing at our Integrated Resorts in Macao , Singapore and Las Vegas ;
• new developments, construction projects and ventures, including our Cotai
Strip developments and MBS Expansion Project ;
• the extensive regulations to which we are subject and the costs of
compliance or failure to comply with such regulations;
• our ability to maintain our gaming licenses and subconcession in
• fluctuations in currency exchange rates and interest rates;
• regulatory policies in mainland
customers reside, or where we have operations, including visa restrictions
limiting the number of visits or the length of stay for visitors from
mainland
importation of currency, and the judicial enforcement of gaming debts;
• our leverage, debt service and debt covenant compliance, including the
pledge of certain of our assets (other than our equity interests in oursubsidiaries) as security for our indebtedness and ability to refinance our
debt obligations as they come due or to obtain sufficient funding for our
planned, or any future, development projects;
• increased competition for labor and materials due to planned construction
projects in Macao and quota limits on the hiring of foreign workers;
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• our ability to obtain required visas and work permits for management and
employees from outside countries to work in
compete for the managers and employees with the skills required to perform
the services we offer at our properties;
• our dependence upon properties primarily in
for all of our cash flow;
• the passage of new legislation and receipt of governmental approvals for
our operations in
planning to operate;
• our insurance coverage, including the risk we have not obtained sufficient
coverage, may not be able to obtain sufficient coverage in the future, or
will only be able to obtain additional coverage at significantly increased
rates;
• our ability to collect gaming receivables from our credit players;
• our relationship with gaming promoters in
• 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 andregulations 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
increases in hotel rooms, meeting and convention space, retail space,
potential additional gaming licenses and online gaming;
• the popularity of
show destinations;
• new taxes, changes to existing tax rates or proposed changes in tax
legislation;
• the continued services of our key management and personnel;
• any potential conflict between the interests of our principal stockholder
and us;
• the ability of our subsidiaries to make distribution payments to us;
• labor actions and other labor problems;
• our failure to maintain the integrity of information systems that contain
legally protected information about people and company data, including
against past or future cybersecurity attacks, and any litigation or
disruption to our operations resulting from such loss of data integrity;
• the completion of infrastructure projects in
• our relationship with GGP or any successor owner of theGrand 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. Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with accounting principles generally accepted inthe United States of America requires our management to make estimates and judgments that affect the 61
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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 results of operations and financial condition. We believe the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. Allowance forDoubtful Casino Accounts We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts inMacao ,Singapore and theU.S. , which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit or marker play was 14.7%, 23.9% and 66.8% of table games play at ourMacao properties,Marina Bay Sands andLas Vegas Operating Properties , respectively, during the year endedDecember 31, 2019 . Our allowance for doubtful casino accounts was 32.3% and 41.1% of gross casino receivables as ofDecember 31, 2019 and 2018, respectively. The credit extended to gaming promoters can be offset by the commissions payable to said gaming promoters, which is considered in the establishment of the allowance for doubtful accounts. Our allowance for doubtful accounts from our hotel and other receivables is not material. Litigation Accrual We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined such contingencies are both probable and reasonably estimable. Property and Equipment AtDecember 31, 2019 , we had net property and equipment of$14.84 billion , representing 64.0% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. The estimated useful lives of assets are periodically reviewed and adjusted as necessary on a prospective basis. For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the "asset group"). Secondly, we estimate the undiscounted future cash flows directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management's estimates given current conditions. Determining the recoverability of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management's intentions may result in future changes to the recoverability of our asset groups. 62
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For assets to be held for sale, the fixed assets (the "disposal group") are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale. Income Taxes We are subject to income taxes in theU.S. (including federal and state) and numerous foreign jurisdictions in which we operate. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Our foreign andU.S. tax rate differential reflects the fact thatU.S. tax rates are higher than the statutory tax rates inSingapore andMacao of 17% and 12%, respectively. InAugust 2018 , we received an additional exemption fromMacao's corporate income tax on profits generated by the operation of casino games of chance for the periodJanuary 1, 2019 throughJune 26, 2022 , the date our subconcession agreement expires. Additionally, we entered into an agreement with theMacao government inApril 2019 , effective throughJune 26, 2022 , providing for an annual payment of38 million patacas (approximately$5 million at exchange rates in effect onDecember 31, 2019 ) that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. We intend to request extensions of these tax arrangements; however, there is no assurance we will receive the additional agreement. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is "more-likely-than-not" such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a "more-likely-than-not" realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies. We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of$279 million and$268 million as ofDecember 31, 2019 and 2018, respectively, and a valuation allowance on certain net deferred tax assets of ourU.S. operations of$4.51 billion and$4.50 billion as ofDecember 31, 2019 and 2018, respectively. Management will reassess the realization of deferred tax assets each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent the financial results of these operations improve and it becomes "more-likely-than-not" the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is made, as appropriate. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is "more-likely-than-not" the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We recorded unrecognized tax benefits of$134 million and$118 million as ofDecember 31, 2019 and 2018, respectively. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different. Our major tax jurisdictions are theU.S. ,Macao , andSingapore . We could be subject to examination for tax years beginning 2010 in theU.S. and tax years beginning in 2015 inMacao andSingapore .U.S. tax reform made significant changes toU.S. income tax laws including lowering theU.S. corporate tax rate to 21% effective beginning in 2018 and transitioning from a worldwide tax system to a territorial tax system resulting in dividends from our foreign subsidiaries not being subject toU.S. income tax and therefore, no longer generatingU.S. foreign tax credits. As a result, during the year endedDecember 31, 2017 , we recorded a tax benefit of$526 million 63
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relating to the reduction of the valuation allowance on certain deferred tax assets that were previously determined not likely to be utilized and also the revaluation of ourU.S. deferred tax liabilities at the reduced corporate income tax rate of 21%. During the year endedDecember 31, 2018 , we recorded a tax expense of$57 million resulting from guidance issued by the Internal Revenue Service related to certain international provisions ofU.S. tax reform. Recent Accounting Pronouncements See related disclosure at "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 2 - Summary of Significant Accounting Policies - Recent Accounting Pronouncements." ITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are interest rate risk associated with our long-term debt and interest rate swap contracts and foreign currency exchange rate risk associated with our operations outsidethe United States , which we may manage through the use of 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 of interest rate swap contracts on certain fixed-rate long-term debt, which have been designated as hedging instruments for accounting purposes. As ofDecember 31, 2019 , the estimated fair value of our long-term debt was approximately$13.21 billion , compared to its contractual value of$12.58 billion . The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by$525 million . A hypothetical 100 basis point change in LIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately$86 million . The total notional amount of our fixed-to-variable interest rate swaps was$5.50 billion as ofDecember 31, 2019 . The fair value of the interest rate swaps, on a stand-alone basis, as ofDecember 31, 2019 , was an asset of$81 million . A hypothetical 100 basis point change in LIBOR would cause the fair value of the interest rate swaps to change by approximately$34 million . Foreign currency transaction gains for the year endedDecember 31, 2019 , were$24 million primarily due toU.S. dollar denominated debt issued by SCL offset bySingapore dollar denominated intercompany debt reported inU.S. dollars. We may be vulnerable to changes in theU.S. dollar/SGD andU.S. dollar/pataca exchange rates. Based on balances as ofDecember 31, 2019 , a hypothetical 10% weakening of theU.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately$40 million and a hypothetical 1% weakening of theU.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately$49 million . The pataca is pegged to theHong Kong dollar and theHong Kong dollar is pegged to theU.S. dollar (within a range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations. 64
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