Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.52M
2: EX-4.13 Instrument Defining the Rights of Security Holders HTML 52K
3: EX-21.1 Subsidiaries List HTML 34K
4: EX-23.1 Consent of Experts or Counsel HTML 30K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
84: R1 Document and Entity Information HTML 92K
30: R2 Consolidated Balance Sheets HTML 135K
62: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
99: R4 Consolidated Statements of Operations HTML 131K
81: R5 Consolidated Statements of Comprehensive Income HTML 50K
26: R6 Consolidated Statements of Equity HTML 72K
59: R7 Consolidated Statements of Equity (Parenthetical) HTML 35K
97: R8 Consolidated Statements of Cash Flows HTML 126K
85: R9 Consolidated Statements of Cash Flows Supplemental HTML 37K
Disclosures
25: R10 Organization and Business of Company HTML 60K
57: R11 Summary of Significant Accounting Policies HTML 112K
103: R12 Accounts Receivable, Net HTML 44K
88: R13 Property and Equipment, Net HTML 52K
24: R14 Leasehold Interests in Land, Net HTML 52K
56: R15 Intangible Assets, Net HTML 48K
102: R16 Other Accrued Liabilities HTML 44K
87: R17 Long-Term Debt HTML 154K
23: R18 Derivative Instruments HTML 34K
58: R19 Equity HTML 63K
105: R20 Income Taxes HTML 149K
66: R21 Fair Value Measurements HTML 34K
32: R22 Mall Activities HTML 41K
41: R23 Leases HTML 125K
104: R24 Commitments and Contingencies HTML 48K
65: R25 Stock-Based Employee Compensation HTML 175K
31: R26 Related Party Transactions HTML 38K
40: R27 Segment Information HTML 421K
106: R28 Selected Quarterly Financial Results (Unaudited) HTML 82K
63: R29 Schedule II - Valuation and Qualifying Accounts HTML 63K
82: R30 Summary of Significant Accounting Policies HTML 159K
(Policies)
100: R31 Fair Value Measurements Fair Value Measurements HTML 32K
(Policies)
60: R32 Summary of Significant Accounting Policies HTML 72K
(Tables)
27: R33 Accounts Receivable, Net (Tables) HTML 44K
83: R34 Property and Equipment, Net (Tables) HTML 46K
101: R35 Leasehold Interests in Land, Net (Tables) HTML 46K
61: R36 Intangible Assets, Net (Tables) HTML 60K
28: R37 Other Accrued Liabilities (Tables) HTML 43K
86: R38 Long-Term Debt (Tables) HTML 105K
98: R39 Equity (Tables) HTML 42K
70: R40 Income Taxes (Tables) HTML 138K
111: R41 Leases (Tables) HTML 152K
42: R42 Stock-Based Employee Compensation (Tables) HTML 282K
33: R43 Segment Information (Tables) HTML 420K
71: R44 Selected Quarterly Financial Results (Unaudited) HTML 81K
(Tables)
112: R45 Organization and Business of Company (Details) HTML 170K
43: R46 Summary of Significant Accounting Policies - HTML 37K
Additional Information (Details)
34: R47 Summary of Significant Accounting Policies - HTML 45K
Estimated Useful Lives of Assets (Details)
73: R48 Summary of Significant Accounting Policies Summary HTML 47K
of Significant Accounting Policies - Contract and
Contract Related Liabilities (Details)
110: R49 Summary of Significant Accounting Policies - HTML 41K
Weighted Average Number of Common and Common
Equivalent Shares Used in Calculation of Basic and
Diluted Earnings Per Share (Details)
94: R50 Accounts Receivable, Net (Details) HTML 47K
80: R51 Property and Equipment, Net (Details) HTML 50K
15: R52 Property and Equipment, Net - Additional HTML 57K
Information (Details)
49: R53 Leasehold Interests in Land, Net (Details) HTML 48K
93: R54 Leasehold Interests in Land, Net - Additional HTML 56K
Information (Details)
79: R55 Intangible Assets, Net (Details) HTML 50K
14: R56 Intangible Assets, Net - Additional Information HTML 51K
(Details)
48: R57 Other Accrued Liabilities (Details) HTML 49K
95: R58 Long-Term Debt - Schedule of Long-term Debt HTML 73K
(Details)
78: R59 Long-Term Debt Long-Term Debt - Schedule of HTML 35K
Long-Term Debt - Footnotes (Details)
39: R60 Long-Term Debt - Schedule of Long-term Debt - OID, HTML 62K
DFC and Fair Value Adjustment (Details)
46: R61 Long-Term Debt - Additional Information (Details) HTML 267K
109: R62 Long-Term Debt - Cash Flows from Financing HTML 59K
Activities Related to Long-Term Debt (Details)
69: R63 Long-Term Debt - Maturities of Long-Term Debt and HTML 49K
Capital Lease Obligations Outstanding (Details)
36: R64 Derivative Instruments - Additional Information HTML 54K
(Details)
44: R65 Equity - Additional Information (Details) HTML 128K
107: R66 Equity - Rollforward of Common Stock (Details) HTML 48K
67: R67 Income Taxes - Income Before Income Taxes and HTML 39K
Noncontrolling Interests (Details)
35: R68 Income Taxes - Components of Income Tax (Benefit) HTML 55K
Expense (Details)
47: R69 Income Taxes - Effective Income Tax Rate HTML 58K
Reconciliation (Details)
52: R70 Income Taxes - Additional Information (Details) HTML 99K
17: R71 Income Taxes - Components of Net Deferred Tax HTML 80K
Assets (Details)
74: R72 Income Taxes - Reconciliation of Unrecognized Tax HTML 40K
Benefits (Details)
89: R73 Fair Value Measurements - Additional Information HTML 34K
(Details)
55: R74 Mall Activities - Additional Information (Details) HTML 68K
20: R75 Leases - Additional Information (Details) HTML 62K
77: R76 Lessee, Assets and Liabilities (Details) HTML 63K
92: R77 Lessee, Other Lease Information (Details) HTML 40K
50: R78 Lessee, Lease Expense Components (Details) HTML 47K
21: R79 Lessee, Supplemental Cash Flow Information Related HTML 41K
to Leases (Details)
53: R80 Lessee, Lease Liability Maturity (Details) HTML 78K
18: R81 Lessor, Lease Revenue Components (Details) HTML 40K
75: R82 Lessor, Future Minimum Rentals (Details) HTML 50K
90: R83 Lessor, Leased Property and Equipment (Details) HTML 42K
54: R84 Commitments and Contingencies - Additional HTML 62K
Information (Details)
19: R85 Stock-Based Employee Compensation - Additional HTML 72K
Information (Details)
76: R86 Stock-Based Employee Compensation - Black-Scholes HTML 46K
Option-Pricing Model Weighted Average Assumptions
(Details)
91: R87 Stock-Based Employee Compensation - Summary of HTML 81K
Stock Option Activity (Details)
51: R88 Stock-Based Employee Compensation - Summary of HTML 62K
Unvested Restricted Stock and Stock Units
(Details)
22: R89 Stock-Based Employee Compensation - Stock-Based HTML 77K
Compensation Activity (Details)
38: R90 Related Party Transactions - Additional HTML 57K
Information (Details)
45: R91 Schedule of Segment Reporting Information HTML 429K
(Details)
108: R92 Selected Quarterly Financial Results (Unaudited) HTML 63K
(Details)
68: R93 Selected Quarterly Financial Results - Footnotes HTML 44K
(Unaudited) (Details)
37: R94 Schedule II - Valuation and Qualifying Accounts HTML 44K
(Details)
16: XML IDEA XML File -- Filing Summary XML 203K
72: XML XBRL Instance -- lvs-20191231x10k_htm XML 5.26M
29: EXCEL IDEA Workbook of Financial Reports XLSX 147K
10: EX-101.CAL XBRL Calculations -- lvs-20191231_cal XML 343K
11: EX-101.DEF XBRL Definitions -- lvs-20191231_def XML 1.20M
12: EX-101.LAB XBRL Labels -- lvs-20191231_lab XML 2.62M
13: EX-101.PRE XBRL Presentations -- lvs-20191231_pre XML 1.69M
9: EX-101.SCH XBRL Schema -- lvs-20191231 XSD 276K
64: JSON XBRL Instance as JSON Data -- MetaLinks 534± 786K
96: ZIP XBRL Zipped Folder -- 0001300514-20-000011-xbrl Zip 583K
‘EX-4.13’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit 4.13
DESCRIPTION OF CAPITAL STOCK
The following description of the terms of our common stock and preferred stock sets forth certain general terms and provisions of our common stock and preferred stock, par value $0.001 per share. This section also summarizes relevant provisions of Nevada law. The following summary of the terms of our common stock and preferred stock does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Nevada law and our amended and restated articles of incorporation and our amended and restated by-laws,
copies of which are filed with, or incorporated by reference into, our Annual Reports on Form 10-K. Capital Stock
Our authorized capital stock currently consists of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock.
Common Stock
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of the common stock do not have any preemptive rights or cumulative voting rights, which means that the holders of a majority of the outstanding common stock voting for the election of directors can elect all directors then being elected. The holders of our common stock are entitled to receive dividends when, as and if declared by our board
of directors out of legally available funds. Upon our liquidation or dissolution, the holders of common stock will be entitled to share ratably in those of our assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. All of the outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that may be issued in the future. Nevada gaming laws and regulations subject holders of our common stock to certain suitability requirements as described in our Annual Reports on Form 10-K.
Preferred Stock
We are authorized to issue up to 50,000,000 shares of preferred stock. Our board of directors is authorized, subject to
limitations prescribed by Nevada law and our articles of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company and may adversely affect the voting and other rights of the holders of our common stock, which could have an adverse impact on the market price of our common stock. The provisions of our amended and restated articles of incorporation and amended and restated by-laws and of the Nevada Business Corporation Act summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. Limitation of Liability of Officers and Directors
Nevada
law currently provides that our directors will not be personally liable to our Company or our stockholders for monetary damages for any act or omission as a director other than in the following circumstances: | |
• | the director breaches his fiduciary duty to our Company or our stockholders and this breach involves intentional misconduct, fraud or a knowing violation of law; or |
| |
• | our
Company makes an unlawful payment of a dividend or unlawful stock purchases, redemptions or other distributions. |
As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors. Our amended and restated articles of incorporation do not provide for such expanded liability.
Special
Meetings of Stockholders
Our amended and restated articles of incorporation and amended and restated by-laws provide that special meetings of stockholders may be called only by the chairman or by a majority of the members of our board. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such a special meeting, or to require that our board request the calling of a special meeting of stockholders. Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our amended and restated articles
of incorporation provide that stockholders may not take action by written consent unless this action and the taking of such action by written consent have been expressly approved by the board of directors, and otherwise may only take action at duly called annual or special meetings. In addition, our amended and restated by-laws establish advance notice procedures for: | |
• | stockholders to nominate candidates for election as a director; and |
| |
• | stockholders to
propose topics for consideration at stockholders’ meetings. |
Stockholders must notify our corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information specified in our amended and restated by-laws. To be timely, the notice must be received at our corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year’s annual meeting, notice by the stockholder, to be timely, must be received not earlier than the 120th day prior to the annual meeting and not later than the later of the 90th day prior
to the annual meeting or the 10th day following the day on which we notify stockholders of the date of the annual meeting, either by mail or other public disclosure. In the case of a special meeting of stockholders called to elect directors, the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting or 10th day following the day on which we notify stockholders of the date of the special meeting, either by mail or other public disclosure. These provisions may preclude some stockholders from bringing matters before the stockholders at an annual or special meeting or from nominating candidates for director at an annual or special meeting. Election and Removal of Directors
Our board of directors is elected each year by our stockholders for a term expiring at the next annual meeting
of stockholders. Our stockholders may only remove directors for cause. Our board of directors may elect a director to fill a vacancy created by the expansion of the board of directors. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of our directors.
Nevada Anti-Takeover Statutes
Business Combinations Act
Under the terms of our amended and restated articles of incorporation and as permitted under Nevada law, we have elected not to be subject to Nevada’s anti-takeover law. This law provides that specified persons who, together with affiliates and associates, own, or, with
respect to affiliates or associates of ours who within two years did own, 10% or more of the outstanding voting stock of a corporation cannot engage in specified business combinations with the corporation for a period of two years after the date on which the person became an interested stockholder. The law defines the term “business combination” to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders. With the approval of our stockholders, we may amend our articles of incorporation in the future to become governed by the anti-takeover law. This provision would then have an anti-takeover effect for transactions not approved in advance by our board of directors, including
discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock. By opting out of the Nevada anti-takeover law, third parties or existing stockholders could more easily pursue a takeover transaction that was not approved by our board of directors. Control Shares Act
Nevada law provides that, in certain circumstances, a stockholder who acquires a controlling interest in a corporation, defined in the statute as an interest in excess of a 1/5, 1/3 or 1/2 interest, has no voting rights in the shares acquired that caused the stockholder to exceed any such threshold, unless the corporation’s other stockholders, by majority vote, grant voting rights to
such
shares. We may opt out of this act by amending our by-laws either before or within ten days after the relevant acquisition of shares. Presently, our amended and restated by-laws do not opt out of this act. Gaming Requirements
Applicable Gaming Laws impose certain reporting and suitability requirements to holders of our capital stock. Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the Nevada Commission for a finding of suitability within 30 days after the Chair of the Nevada Board mails a written notice requiring the filing. Under certain circumstances, an "institutional investor" as defined under the regulations of the Nevada Commission,
which acquires beneficial ownership of more than 10%, but not more than 25%, of our voting securities (subject to certain additional holdings as a result of certain debt restructurings or stock repurchase programs under the Nevada Act), may apply to the Nevada Commission for a waiver of such finding of suitability requirement if the institutional investor holds our voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting the investigation.
Any person who fails or refuses to apply for a finding of suitability or a license within
30 days after being ordered to do so by the Nevada Gaming Authorities may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries: | |
• | pay that
person any dividend or interest upon any voting securities; |
| |
• | allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; |
| |
• | pay remuneration in any form to that person for services rendered or otherwise; or |
| |
• | fail to pursue all lawful efforts to require
such unsuitable person to relinquish his or her voting securities including, if necessary, purchasing them for cash at fair market value. |
Our amended and restated articles of incorporation provide that if the Nevada Gaming Authorities determine at any time that a holder of our stock or other securities is unsuitable to hold such securities, then until such securities are owned by persons found by the Nevada Gaming Authorities to be suitable to own them: | |
• | we will not be required or permitted to pay any dividend or interest with regard to these securities; |
| |
• | the
holder of these securities will not be entitled to vote on any matter as the holder of the securities and these securities will not for any purposes be included in the securities entitled to vote; and |
| |
• | we will not pay any remuneration in any form to the holder of these securities. |
In addition to the foregoing, our amended and restated articles of incorporation also provide that the issuance or transfer of any stock or securities in violation of applicable Gaming Laws, including Nevada Gaming Laws, will be void and that such stock or securities shall be deemed not to be issued and outstanding until: | |
• | we
cease to be subject to the jurisdiction of the Gaming Authorities; or |
| |
• | the applicable Gaming Authorities validate the issuance or transfer or waive any defect in the issuance or transfer. |
Our amended and restated articles of incorporation provide that amendments to certain provisions of the articles will require
the affirmative vote of the holders of at least 66⅔% of the outstanding shares of our voting stock, namely: | |
• | the provisions requiring a 66⅔% stockholder vote for removal of directors; |
| |
• | the provisions requiring a 66⅔% stockholder vote for the amendment, repeal or adoption of our by-law provisions (described below); |
| |
• | the
provisions requiring a 66⅔% stockholder vote for the amendment of certain provisions of our articles of incorporation; and |
| |
• | the provisions prohibiting stockholder action by written consent except under certain circumstances. |
In addition, our amended and restated articles of incorporation and amended and restated by-laws
provide that our by-laws are subject to adoption, amendment or repeal either by a majority of the members of our board of directors or the affirmative vote of the holders of not less than 66⅔% of the outstanding shares of our voting stock voting as a single class. The 66⅔% vote will allow the holders of a minority of our voting securities to prevent the holders of a majority or more of our voting securities from amending certain provisions of our amended and restated articles of incorporation and our amended and restated by-laws. Transfer Agent and Registrar
The
transfer agent and registrar for the common stock is American Stock Transfer and Trust Company. Its telephone number is (800) 937-5449. Listing
Our common stock is listed on the New York Stock Exchange under the symbol “LVS.”