ITEM 2.02. Results of Operations and Financial Condition.

The following information is being furnished under Item 2.02 - Results of Operations and Financial Condition.

On October 21, 2020, Las Vegas Sands Corp. (the "Company") issued a press release announcing its results of operations for the third quarter ended September 30, 2020. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this item.

Within the Company's third quarter ended September 30, 2020 press release, the Company makes reference to certain non-GAAP financial measures that supplement the Company's consolidated financial information prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") including "adjusted net income/loss," "adjusted earnings/loss per diluted share," and "consolidated adjusted property EBITDA," which have directly comparable GAAP financial measures along with "adjusted property EBITDA margin," "hold-normalized adjusted property EBITDA," "hold-normalized adjusted property EBITDA margin," "hold-normalized adjusted net income/loss," and "hold-normalized adjusted earnings/loss per diluted share." The Company believes these measures represent important internal measures of financial performance. The specific reasons why the Company's management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding the Company's financial condition, results of operations and cash flows are set forth in the press release.




            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

ITEM 5.03 Year.

On October 20, 2020, the Board of Directors of the Company (the "Board") approved an amendment (the "By-Laws Amendment") to the Amended and Restated By-Laws of the Company. The By-Laws Amendment became effective on October 20, 2020. The By-Laws Amendment clarifies how and when stockholders may access the list of stockholders and reflects other minor updates.

The foregoing description is qualified in its entirety by reference to the copy of the By-Laws Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K.




ITEM 8.01   Other Events.

In June 2018, the Board authorized the repurchase of $2.50 billion of the Company's outstanding common stock, which was to expire in November 2020. On October 20, 2020, the Board authorized extending the expiration date of the remaining $916 million to November 2, 2022. Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions.




ITEM 9.01.     Financial Statements and Exhibits.



(d)     Exhibits
3.1       Second Amended and Restated By-Laws     of Las Vegas Sands Corp.    , as further
        amended effective     October 20    , 2020     (marked to show amended text)
99.1      Press Release, dated October 21, 2020
        Cover Page Interactive Data File - the cover page XBRL tags are embedded within the
104     Inline XBRL document

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