What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-04-23 compared with 2020-10-23 · 346 added, 427 removed, 366 unchanged (68% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2021 December 31,

6 unchanged sentences

Prepaid expenses and other 119 113

Current assets of discontinued operations held for sale 3,193 3,222

Total current assets 5,630 5,707

12 unchanged sentences

Current maturities of long-term debt 72 75

Current liabilities of discontinued operations held for sale 771 755

Total current liabilities 2,465 2,816

1 unchanged sentence

Deferred income taxes 179 188

Deferred amounts related to mall sale transactions 345 350

Long-term debt 14,374 13,929

6 unchanged sentences

Capital in excess of par value 6,629 6,611

Accumulated other comprehensive loss ( 38 ) ( 3 )

Accumulated other comprehensive income (loss) ( 11 ) 29

Retained earnings 535 813

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(In millions, except per share data)

$ 340 $ 2,321 $ 1,527 $ 7,343

76 439 358 1,318

Casino $ 865 $ 1,075

Food and beverage 56 64

54 199 205 655

83 175 228 501

Convention, retail and other 23 34

33 116 148 413

586 3,250 2,466 10,230

Net revenues 1,196 1,417

Operating expenses:

313 1,240 1,238 3,988

61 109 203 332

Casino 578 648

Food and beverage 71 82

82 162 287 514

Convention, retail and other 22 35

34 72 117 227

Provision for credit losses 4 14

General and administrative 225 229

263 364 844 1,109

33 59 145 262

Corporate 49 59

Pre-opening 5 5

Development 9 6

Depreciation and amortization 255 253

292 284 867 874

Amortization of leasehold interests in land 14 14

Loss on disposal or impairment of assets 3 3

1,196 2,351 3,943 7,466

Operating income (loss) ( 96 ) 6

( 610 ) 899 ( 1,477 ) 2,764

Other income (expense):

1 unchanged sentence

Interest expense, net of amounts capitalized ( 154 ) ( 128 )

( 137 ) ( 137 ) ( 386 ) ( 421 )

Other income (expense) ( 17 ) 39

( 4 ) ( 7 ) 30 ( 8 )

Gain on sale of Sands Bethlehem

Loss on modification or early retirement of debt

— ( 24 ) — ( 24 )

Income (loss) before income taxes

( 748 ) 751 ( 1,813 ) 2,924

Income tax (expense) benefit

17 ( 82 ) 46 ( 403 )

Net income (loss)

( 731 ) 669 ( 1,767 ) 2,521

Net (income) loss attributable to noncontrolling interests

166 ( 136 ) 381 ( 452 )

Net income (loss) attributable to Las Vegas Sands Corp.

Loss from continuing operations before income taxes ( 266 ) ( 70 )

Income tax expense ( 14 ) ( 22 )

Net loss from continuing operations ( 280 ) ( 92 )

Income (loss) from discontinued operations, net of income taxes ( 62 ) 41

Net loss ( 342 ) ( 51 )

Net loss attributable to noncontrolling interests from continuing operations 64 50

Net loss attributable to Las Vegas Sands Corp.

$ ( 278 ) $ ( 1 )

Earnings (loss) per share:

Earnings (loss) per share - basic:

Loss from continuing operations $ ( 0.28 ) $ ( 0.05 )

Income (loss) from discontinued operations, net of income taxes ( 0.08 ) 0.05

Net loss attributable to Las Vegas Sands Corp.

$ ( 0.36 ) $ —

Earnings (loss) per share - diluted:

Loss from continuing operations $ ( 0.28 ) $ ( 0.05 )

Income (loss) from discontinued operations, net of income taxes ( 0.08 ) 0.05

Net loss attributable to Las Vegas Sands Corp.

$ ( 0.36 ) $ —

Weighted average shares outstanding:

764 769 764 772

Basic 764 764

Diluted 764 764

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

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(In millions)

Net income (loss)

$ ( 731 ) $ 669 $ ( 1,767 ) $ 2,521

Net loss $ ( 342 ) $ ( 51 )

Currency translation adjustment

( 42 ) ( 111 )

Total comprehensive income (loss)

( 695 ) 611 ( 1,797 ) 2,485

Comprehensive (income) loss attributable to noncontrolling interests

166 ( 133 ) 376 ( 450 )

Comprehensive income (loss) attributable to Las Vegas Sands Corp.

Total comprehensive loss ( 384 ) ( 162 )

Comprehensive loss attributable to noncontrolling interests 66 45

Comprehensive loss attributable to Las Vegas Sands Corp.

$ ( 318 ) $ ( 117 )

9 unchanged sentences

Comprehensive

Loss Retained

(Income) Loss Retained

Earnings Noncontrolling

1 unchanged sentence

(In millions)

Balance at June 30, 2019 $ 1 $ ( 4,081 ) $ 6,541 $ ( 19 ) $ 3,118 $ 1,022 $ 6,582

— — — — 533 136 669

Currency translation adjustment

— — — ( 55 ) — ( 3 ) ( 58 )

Exercise of stock options

— — 5 — — — 5

Stock-based compensation

— — 8 — — 1 9

Repurchase of common stock

— ( 100 ) — — — — ( 100 )

Dividends declared ($ 0.77 per share) and noncontrolling interest payments (Note 4)

— — — — ( 592 ) — ( 592 )

Balance at September 30, 2019 $ 1 $ ( 4,181 ) $ 6,554 $ ( 74 ) $ 3,059 $ 1,156 $ 6,515

Balance at January 1, 2020 $ 1 $ ( 4,481 ) $ 6,569 $ ( 3 ) $ 3,101 $ 1,320 $ 6,507

— — — — 2,069 452 2,521

Net loss — — — — ( 1 ) ( 50 ) ( 51 )

Currency translation adjustment

4 unchanged sentences

— — 6 — — 1 7

Disposition of interest in majority owned subsidiary

— — ( 185 ) — — 266 81

Repurchase of common stock

— ( 454 ) — — — — ( 454 )

Dividends declared ($ 2.31 per share) and noncontrolling interest payments (Note 4)

— — — — ( 1,780 ) ( 633 ) ( 2,413 )

Balance at September 30, 2019 $ 1 $ ( 4,181 ) $ 6,554 $ ( 74 ) $ 3,059 $ 1,156 $ 6,515

Balance at June 30, 2020 $ 1 $ ( 4,481 ) $ 6,597 $ ( 74 ) $ 1,677 $ 805 $ 4,525

— — — — ( 565 ) ( 166 ) ( 731 )

Currency translation adjustment

— — — 36 — — 36

Exercise of stock options

— — 3 — — 1 4

Stock-based compensation

Dividends declared ($ 0.79 per share) and noncontrolling interest payments

— — — — ( 603 ) ( 308 ) ( 911 )

Other — — 1 — — — 1

Balance at September 30, 2020 $ 1 $ ( 4,481 ) $ 6,605 $ ( 38 ) $ 1,112 $ 641 $ 3,840

Balance at March 31, 2020 $ 1 $ ( 4,481 ) $ 6,591 $ ( 119 ) $ 2,497 $ 968 $ 5,457

Balance at January 1, 2021 $ 1 $ ( 4,481 ) $ 6,611 $ 29 $ 813 $ 565 $ 3,538

6 unchanged sentences

— — 3 — — 1 4

Other — — 1 — — — 1

Dividends declared ($ 0.79 per share) (Note 4)

— — — — ( 603 ) ( 308 ) ( 911 )

Balance at September 30, 2020 $ 1 $ ( 4,481 ) $ 6,605 $ ( 38 ) $ 1,112 $ 641 $ 3,840

Balance at March 31, 2021 $ 1 $ ( 4,481 ) $ 6,629 $ ( 11 ) $ 535 $ 504 $ 3,177

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In millions)

Cash flows from operating activities:

Net income (loss) $ ( 1,767 ) $ 2,521

Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:

Cash flows from operating activities from continuing operations:

Net loss from continuing operations $ ( 280 ) $ ( 92 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 255 253

1 unchanged sentence

Amortization of deferred financing costs and original issue discount 12 10

Amortization of deferred gain on mall sale transactions ( 4 ) ( 4 )

Loss on modification or early retirement of debt — 24

Loss on disposal or impairment of assets 42 11

Gain on sale of Sands Bethlehem — ( 556 )

(Gain) loss on disposal or impairment of assets ( 3 ) 2

Stock-based compensation expense 4 7

5 unchanged sentences

Other assets ( 11 ) ( 19 )

Leasehold interests in land — ( 969 )

Accounts payable ( 19 ) ( 66 )

Other liabilities ( 204 ) ( 604 )

Net cash generated from (used in) operating activities ( 1,316 ) 1,796

Cash flows from investing activities:

Net proceeds from sale of Sands Bethlehem — 1,160

Net cash used in operating activities from continuing operations ( 188 ) ( 388 )

Cash flows from investing activities from continuing operations:

Capital expenditures ( 291 ) ( 290 )

Proceeds from disposal of property and equipment 3 1

Acquisition of intangible assets — ( 53 )

Net cash generated from (used in) investing activities ( 1,077 ) 352

Cash flows from financing activities:

Net cash used in investing activities from continuing operations ( 288 ) ( 289 )

Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options 19 16

Repurchase of common stock — ( 454 )

Dividends paid and noncontrolling interest payments — ( 911 )

2 unchanged sentences

Payments of financing costs ( 8 ) ( 3 )

Net cash generated from (used in) financing activities 575 ( 2,968 )

Net cash generated from (used in) financing activities from continuing operations 498 ( 914 )

Cash flows from discontinued operations:

Net cash generated from (used in) operating activities ( 5 ) 18

Net cash used in investing activities ( 17 ) ( 30 )

Net cash used by discontinued operations ( 22 ) ( 12 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 12 ) ( 21 )

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period 2,125 2,618

Supplemental disclosure of cash flow information:

cash, cash equivalents and restricted cash at end of period for discontinued operations ( 35 ) ( 17 )

Cash, cash equivalents and restricted cash at end of period for continuing operations $ 2,090 $ 2,601

Supplemental disclosure of cash flow information from continuing operations:

Cash payments for interest, net of amounts capitalized $ 240 $ 180

12 unchanged sentences

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”).

As a result, people across the globe were advised to avoid non-essential travel.

Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

Visitation to Macao has decreased substantially, driven by various government policies limiting travel.

The China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes were suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, had been enacted by the government for Macao residents, residents of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers.

The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all of mainland China effective September 23, 2020.

All China residents with the appropriate travel documents, a negative COVID-19 test result and a green health-code are exempt from quarantine.

Hong Kong and Taiwan residents who have not visited a foreign country in the prior 14 days and tested negative for COVID-19 are allowed to enter Macao subject to a mandatory 14 days of centralized isolation.

All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.

The Macao government suspended all gaming operations beginning on February 5, 2020.

The Company’s Macao casino operations resumed on February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020.

Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection.

The Company is currently unable to determine when these measures will be modified or cease to be necessary.

Some of the Company’s Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”) which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020.

Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house individuals who return to Macao for quarantine purposes.

Restaurants across the Company’s Macao properties are progressively reopening as guest visitation increases.

The majority of retail outlets in the Company’s various shopping malls are open with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

COVID-19 Pandemic Update

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”).

Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel.

The government actions varied based upon the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China has decreased substantially, driven by various government policies limiting travel.

As of the date of this report, other than people from mainland China who may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code, there remains in place a complete ban on entry or a need to undergo enhanced quarantine requirements depending on the person’s residency and recent travel history.

Macao began administering the COVID-19 vaccine to front-line health workers on February 9, 2021, and to the general population on March 3, 2021.

On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed.

Various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks.

Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.

All businesses including non-essential businesses are allowed to remain open.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes.

This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021.

The Company’s Macao operations remained open during the three months ended March 31, 2021, compared to the same period in 2020 when the Company’s Macao operations were suspended from February 5, 2020 to February 20, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020.

Operating hours at restaurants across the Company’s Macao properties are continuously being adjusted in line with movements in guest visitation.

The majority of retail outlets in the Company’s various shopping malls are open

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020.

In response, the Company suspended its Macao ferry operations between Macao and Hong Kong.

The timing and manner in which the Company’s normal ferry operations will be able to resume are currently unknown.

Our operations in Macao have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 69.2% and 99.3% for the quarters ended March 31 and June 30, 2020, respectively, and decreased by 97.4% and 92.4% in July and August 2020, as compared to the same periods in 2019.

The Macao government also announced gross gaming revenue decreased by 82.5% in the nine months ended September 2020, as compared to the same period in 2019.

Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic.

The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020;

however, this only included certain restaurants and the retail mall operations.

The casino operations reopened on July 1, 2020;

however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members.

As of July 9, 2020, the casino opened to all SRC members.

All operations are currently subject to limited capacities.

On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine.

The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020.

Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020.

On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020.

with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

The Company’s Macao ferry operations between Macao and Hong Kong remain suspended.

The timing and manner in which the Company’s ferry operations will be able to resume are currently unknown.

The Company’s operations in Macao have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 31.8% during the three months ended March 31, 2021, as compared to the same period in 2020.

The Macao government also announced gross gaming revenue decreased 22.5% during the three months ended March 31, 2021, as compared to the same period in 2020.

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with short-term visits allowed from specified countries subject to certain requirements and health control measures.

Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine.

All operations are currently subject to limited capacities and other social distancing measures.

Singapore started administering the COVID-19 vaccine on December 30, 2020 to front-line health workers and continues to roll-out the vaccine in phases to other groups based on priority.

The Singapore Tourism Board (the “STB”) announced on March 24, 2021, that effective April 24, 2021, business-to-business events, sporting events and live performances, with as many as 750 people, will be allowed, provided event organizers implement pre-event testing.

The date on which nightlife venues may reopen is unknown at this time.

In the months leading up to the closure, visitation to Marina Bay Sands declined.

The Singapore Tourism Board announced for the quarters ended March 31 and June 30, 2020, total visitation to Singapore decreased approximately 43.2% and 100%, respectively, as compared to the same periods in 2019.

Total visitation decreased by approximately 99.6% and 99.5% in July and August 2020, respectively, as compared to the same periods in 2019.

On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic.

On May 28, 2020, the Nevada government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada.

The Company reopened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity.

Beginning October 1, 2020, the limit for both public and private events was increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed.

Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements.

Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.

Visitation to the Company’s Las Vegas Operating Properties declined in the months leading up to the closure.

The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019.

Total visitation decreased by 61% and 57% in July and August 2020, respectively, as compared to the same periods in 2019.

The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared to

As a result of the border closures, visitation to Marina Bay Sands declined.

The STB announced for the three months ended March 31, 2021, total visitation to Singapore decreased approximately 97.4%, as compared to the same period in 2020.

Beginning March 15, 2021, the limit for public events was increased to the lesser of 250 people or 50% of the venue’s capacity, provided social distancing measures and various safety and related protocols are followed.

Large gatherings such as meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, up to a maximum of 50% of the venue’s capacity, may be held subject to approval.

Food and beverage establishments and the gaming floor are subject to a 50% capacity limit, compared to a previous capacity limit of 35%.

On April 13, 2021, the Governor of Nevada announced his goal to have all Nevada counties open to 100% capacity by June 1, 2021.

Decisions on social distancing and capacity limits will transition to local authorities in each Nevada county on May 1, 2021.

Capacity and mitigation measures for gaming areas within the State of Nevada will remain under the authority of the Nevada Gaming Control Board.

The mask requirement is a statewide standard that will continue.

Other than the aforementioned restrictions, no stay-at-home orders, curfews or quarantines are in place.

All businesses including non-essential businesses are allowed to remain open.

Las Vegas started administering the COVID-19 vaccine in early 2021 and, effective April 5, 2021, all individuals, 16 and older are eligible to receive the vaccine.

During the three months ended March 31, 2021, the Company’s Las Vegas Operating Properties were open subject to limited capacities.

This compares to the same period in 2020 when the Company’s Las Vegas Operating Properties operations were suspended due to a government mandate on March 18, 2020, through the end of the quarter.

Visitation to the Company’s Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic.

The Las Vegas Convention and Visitors Authority announced for the months ended January and February 2021, visitation to Las Vegas decreased 63.5% and 53.8%, respectively, as compared to the same periods in 2020.

The Las Vegas Convention and Visitors Authority also announced for the months ended January

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the same periods in 2019.

Total gross gaming revenue decreased by 39.2% in July and August 2020, as compared to the same periods in 2019.

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company’s financial condition and operations during the nine months ended September 30, 2020.

and February 2021, gross gaming revenue for the Las Vegas Strip decreased 43.8% and 41.6%, respectively, as compared to the same periods in 2020.

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company’s financial condition and operations during the three months ended March 31, 2021.

The duration and intensity of this global health emergency and related disruptions are uncertain.

Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism customers to spend on travel and entertainment and business customers to spend on MICE.

Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2021 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism patrons to spend on travel and entertainment and business patrons to spend on MICE.

While each of the Company’s properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues to evolve.

The Company cannot predict the manner in which governments will react as the global and regional impact of COVID-19 changes over time, which could significantly alter the Company’s current operations.

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 2.38 billion and access to $ 1.50 billion, $ 2.02 billion and $ 433 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $ 2.69 billion at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of September 30, 2020.

The Company also has the option to increase the total borrowing capacity under the 2018 SCL Revolving Facility by an aggregate amount of up to $ 1.0 billion, for an aggregate total available borrowing capacity of up to $ 3.0 billion.

The Company cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could significantly alter the Company’s current operations.

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 2.07 billion and access to $ 1.50 billion, $ 2.0 billion and $ 440 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $ 2.74 billion at exchange rates in effect on March 31, 2021) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project, as of March 31, 2021.

The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges.

The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.

Discontinued Operations Held for Sale

On March 2, 2021, the Company entered into definitive agreements to sell its Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”) for a total enterprise value of $ 6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc.

and VICI Properties L.P.

The Company currently anticipates the closing of the transaction in the fourth quarter of 2021, subject to regulatory review and other closing conditions.

Additionally, as discussed in more detail in “Note 2 — Held for Sale — Discontinued Operations,” the Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021.

As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations as a discontinued operation for all periods presented.

Current and non-current assets and liabilities of the Las Vegas Operations are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale for all periods presented.

Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations.

Recent Accounting Pronouncements

The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reclassification

Certain amounts in the accompanying Company’s Condensed Consolidated Financial Statements and accompanying notes have been reclassified to be consistent with the current period presentation.

These reclassifications had no effect on net income for the prior periods.

Note 2 — Held for Sale — Discontinued Operations

On March 2, 2021, the Company entered into definitive agreements to sell the Las Vegas Operations for an aggregate purchase price of approximately $ 6.25 billion (the “Las Vegas Sale”) to Pioneer OpCo, LLC (“OpCo”) an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc and VICI Properties L.P.

(“VICI” and together with OpCo, the “Purchasers”).

Under the terms of the agreements, OpCo will acquire subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $ 1.05 billion in cash, subject to certain post-closing adjustments, and $ 1.20 billion in seller financing in the form of a six-year term loan credit and security agreement and VICI will acquire subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $ 4.0 billion in cash.

The closing of the Las Vegas Sale is subject to customary closing conditions, including regulatory approvals, and is expected to close during the fourth quarter of 2021.

In connection with the closing, the Company and OpCo will enter into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo.

The Support Payments are payable on a monthly basis following closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments.

The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $ 286 million for 2021 and $ 500 million for 2022 and 2023 (as it may be adjusted as a result of when the closing occurs).

The Company’s payment obligations are subject to an annual cap equal to $ 250 million, subject to prorated reduction depending on when the closing occurs.

Each monthly Support Payment is subject to a prorated cap based on the annual cap (as it may be adjusted as a result of when the closing occurs).

After consideration of the relevant facts, the Company concluded the assets and liabilities of the Las Vegas Operations met the criteria for classification as held for sale.

The Company further concluded the proposed disposal activities represented a strategic shift that will have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB Accounting Standards Codification (“ASC”) 205-20.

Accordingly, the financial results of the Las Vegas Operations are presented in the accompanying condensed consolidated statements of operations as discontinued operations for all periods presented.

The Las Vegas Operations are recorded at the carrying value of the assets.

The fair value of the assets was determined to be the stated sales price per the agreements, which is greater than the carrying amount of the net assets and consequently no impairment charge was recognized.

Depreciation and amortization on the assets held for sale ceased upon entering into the Las Vegas Sale agreements.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table represents summarized balance sheet information of assets and liabilities held for sale:

2021 December 31,

(In millions)

Cash and cash equivalents $ 35 $ 39

Accounts receivable, net of provision for credit losses of $ 57 and $ 59

Inventories 10 10

Prepaid expenses and other 22 23

Property and equipment, net 2,819 2,830

Other assets, net 227 234

Total held for sale assets in the balance sheet (1)

$ 3,193 $ 3,222

Accounts payable $ 15 $ 9

Construction payables 4 6

Other accrued liabilities 259 232

Long-term debt 2 3

Deferred amounts related to mall sale transactions 342 344

Other long-term liabilities 149 161

Total held for sale liabilities in the balance sheet (1)

____________________

(1) All assets and liabilities held for sale were classified as current as it is probable the sale of the Las Vegas Operations will be completed within one year.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table represents summarized income statement information of discontinued operations:

Three Months Ended

(In millions)

Casino $ 53 $ 102

Food and beverage 24 74

Convention, retail and other 17 62

Net revenues 139 365

Resort operations expenses 111 182

Provision for credit losses — 4

General and administrative 75 91

Depreciation and amortization 25 37

Loss on disposal or impairment of assets 2 2

Operating income (loss) ( 74 ) 49

Interest expense ( 3 ) ( 3 )

Other expense ( 1 ) ( 2 )

Income (loss) from discontinued operations before income tax ( 78 ) 44

Income tax (expense) benefit 16 ( 3 )

Net income (loss) from discontinued operations presented in the statement of operations $ ( 62 ) $ 41

Adjusted Property EBITDA $ ( 47 ) $ 88

For the three months ended March 31, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale.

The Company applied the intra-period tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach.

The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation.

The difference between the “with” and “without” computations was allocated to discontinued operations.

The Company’s effective income tax rate from discontinued operations was ( 20.5 )% for the three months ended March 31, 2021.

This compares to a 7.0 % effective income tax rate from discontinued operations for the three months ended March 31, 2020, which reflects the application of the “with and without” approach consistent with intra-period tax allocation rules.

The income tax on discontinued operations reflects a 21 % corporate income tax rate on the Company’s Las Vegas Operations.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Long-Term Debt

Long-term debt consists of the following:

September 30,

2021 December 31,

2 unchanged sentences

Related (1) :

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 12 and $ 14 , respectively)

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 11 )

$ 1,739 $ 1,739

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 4 )

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 10 )

3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively)

Macao Related (1) :

4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $ 8 and $ 9 , respectively)

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 11 )

Macao Related (1) :

4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 11 , respectively, and a positive cumulative fair value adjustment of $ 11 as of December 31, 2019)

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 12 and $ 13 , respectively, and a positive cumulative fair value adjustment of $ 11 as of December 31, 2019)

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 8 )

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 17 and $ 19 , respectively, and a positive cumulative fair value adjustment of $ 12 as of December 31, 2019)

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 16 )

4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 10 , respectively)

2018 SCL Credit Facility — Revolving 503 —

Singapore Related (1) :

5 unchanged sentences

____________________

(1) Unamortized deferred financing costs of $ 94 million and $ 100 million as of September 30, 2020 and December 31, 2019, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.

(1) Unamortized deferred financing costs of $ 92 million and $ 91 million as of March 31, 2021 and December 31, 2020, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.

LVSC Revolving Facility

On September 23, 2020, LVSC entered into an amendment agreement (the "Amendment") with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Amendment, the LVSC Revolving Credit Agreement was amended to (a) remove the requirement to maintain a maximum consolidated leverage ratio of 4.0 x as of the last day of any fiscal quarter of LVSC during the period commencing on October 31, 2020, through and including December 31, 2021 (such period, the “Relevant Period”);

(b) include a requirement for LVSC to maintain a minimum liquidity of $ 350 million as of the last day of each month during the Relevant Period;

and (c) include a limitation on LVSC’s

As of March 31, 2021, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

The LVSC Revolving Facility contains a covenant prohibiting the disposition of Core Facilities (as defined in the agreement), which includes the Las Vegas Operations.

The Company is evaluating the treatment of the LVSC Revolving Facility in connection with the announced sale of the Las Vegas Operations, which may include an amendment or termination of the existing facility on or prior to the closing date of the sale.

Management believes the resolution of the aforementioned covenant will not impact or delay the sale.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ability to declare or pay any dividend or other distribution during the period commencing on the closing date of the amendment, through and including December 31, 2021, unless liquidity is greater than $ 1.0 billion on a pro forma basis after giving effect to such dividend or distribution.

Pursuant to the Amendment, LVSC agreed to pay a customary fee to the lenders that consented.

As of September 30, 2020, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

SCL Senior Notes

On June 4, 2020, Sands China Ltd.

(“SCL”) issued, in a private offering, two series of senior unsecured notes in an aggregate principal amount of $ 1.50 billion, consisting of $ 800 million of 3.800 % Senior Notes due January 8, 2026 (the “2026 SCL Senior Notes”) and $ 700 million of 4.375 % Senior Notes due June 18, 2030 (the “2030 SCL Senior Notes”).

The net proceeds from the offering will be used for incremental liquidity and general corporate purposes.

There are no interim principal payments on the 2026 or 2030 SCL Senior Notes and interest is payable semi-annually in arrears on January 8 and July 8, commencing on January 8, 2021, with respect to the 2026 SCL Senior Notes, and on June 18 and December 18, commencing on December 18, 2020, with respect to the 2030 SCL Senior Notes.

The 2026 and 2030 SCL Senior Notes are senior unsecured obligations of SCL.

Each series of notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any.

The notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries.

None of SCL’s subsidiaries guarantee the notes.

The 2026 and 2030 SCL Senior Notes were issued pursuant to an indenture, dated June 4, 2020 (the “Indenture”), between SCL and U.S.

Bank National Association, as trustee.

The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis.

The Indenture also provides for customary events of default.

2018 SCL Credit Facility

On March 27, 2020, SCL entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements for SCL to comply with the requirements that SCL ensure the consolidated leverage ratio does not exceed 4.0 x and the consolidated interest coverage ratio is not less than 2.5 x for any quarterly period ending during the period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “SCL Relevant Period”) (other than with respect to the financial year ended on December 31, 2019);

(b) waived any default that may arise as a result of any breach of said requirements during the SCL Relevant Period (other than with respect to the financial year ended on December 31, 2019);

and (c) extended the period of time during which SCL may supply the agent with (i) its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020;

and (ii) its audited consolidated financial statements for the financial year ending on December 31, 2020, to April 30, 2021.

Pursuant to the Waiver Letter, SCL agreed to pay a customary fee to the lenders that consented.

On September 11, 2020, SCL entered into a waiver extension and amendment request letter (the “Waiver Extension Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend the SCL Relevant Period such that it ends on, and includes, January 1, 2022 instead of July 1, 2021;

and (b) amend and restate the 2018 SCL Credit Facility in the form attached to the Waiver Extension Letter, which contains the following amendments:

(1) it provides SCL with the option to increase the total borrowing capacity by an aggregate amount of up to $ 1.0 billion;

and (2) it imposes a restriction on the ability of SCL to declare or make any dividend payment or similar distribution at any time during the period from (and including) July 1, 2020 to (and including) January 1, 2022, if at such time (x) the total borrowing capacity exceeds $ 2.0 billion by

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

operation of the increase referred to above;

and (y) the maximum consolidated leverage ratio is greater than 4.0 x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date;

and (ii) the aggregate amount of the undrawn facility under the 2018 SCL Credit Facility and unused commitments under other credit facilities of SCL is greater than $ 2.0 billion.

Pursuant to the Waiver Extension Letter, SCL agreed to pay a customary fee to the lenders that consented.

As of September 30, 2020, SCL had $ 2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments ( 13.81 billion Hong Kong dollars or “HKD,” approximately $ 1.78 billion at exchange rates in effect on September 30, 2020) and U.S.

dollar commitments ($ 237 million).

On January 25, 2021, SCL entered into an agreement with lenders to increase commitments under the 2018 SCL Credit Facility by 3.83 billion Hong Kong dollars (“HKD,” approximately $ 492 million at exchange rates in effect on March 31, 2021).

During the three months ended March 31, 2021, SCL drew down $ 48 million and HKD 3.54 billion (approximately $ 456 million at exchange rates in effect on March 31, 2021) under the facility for general corporate purposes.

As of March 31, 2021, SCL had $ 2.0 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of 14.09 billion (approximately $ 1.81 billion at exchange rates in effect on March 31, 2021) and U.S.

dollar commitments of $ 189 million.

2012 Singapore Credit Facility

On June 18, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS” or the “Borrower”), entered into an amendment letter (the “Amendment Letter”) with DBS Bank Ltd.

(“DBS”), as agent.

The Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, the “Facility Agreement”), among the Borrower, the lenders party thereto, DBS, as the agent, and the other parties thereto.

The Amendment Letter (a) modifies the financial covenant provisions under the Facility Agreement such that the Borrower will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021 (the “Waiver Period”);

(b) extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule, in each case for the MBS Expansion Project;

and (c) permits the Borrower to make dividend payments during the Waiver Period of (i) an unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25 x and (ii) up to SGD 500 million per fiscal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25 x, subject to the additional requirements that (a) the aggregate amount of the Borrower’s cash plus Facility B availability is greater than or equal to SGD 800 million immediately following such dividend payment and (b) the Borrower’s interest coverage ratio is higher than 3.0 x.

Pursuant to the Amendment Letter, MBS agreed to pay a customary fee on June 19, 2020, to the lenders that consented thereto.

As of September 30, 2020, MBS had SGD 592 million (approximately $ 433 million at exchange rates in effect on September 30, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $ 112 million at exchange rates in effect on September 30, 2020).

During the three months ended September 30, 2020, MBS borrowed SGD 62 million (approximately $ 46 million at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility.

As of September 30, 2020, SGD 3.69 billion (approximately $ 2.69 billion at exchange rates in effect on September 30, 2020) remains available to be drawn under the Singapore Delayed Draw Term Facility.

As of March 31, 2021, Marina Bay Sands Pte.

(“MBS”) had SGD 593 million (approximately $ 440 million at exchange rates in effect on March 31, 2021) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 157 million (approximately $ 116 million at exchange rates in effect on March 31, 2021).

As of March 31, 2021, SGD 3.69 billion (approximately $ 2.74 billion at exchange rates in effect on March 31, 2021) remains available to be drawn under the Singapore Delayed Draw Term Facility.

Debt Covenant Compliance

As of September 30, 2020, management believes the Company was in compliance with all debt covenants.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of March 31, 2021, management believes the Company was in compliance with all debt covenants.

During the year ended December 31, 2020, the Company amended its credit facilities to, among other things, waive the Company’s requirement to comply with certain financial covenant ratios through December 31, 2021, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the credit agreement, of 4.0 x, 4.0 x and 4.5 x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore Credit Facility, respectively.

The Company’s compliance with its financial covenants for periods beyond December 31, 2021 could be affected by certain factors beyond the Company’s control, such as the impact of the COVID-19 pandemic, including current travel and border restrictions continuing in the future.

The Company will pursue additional waivers to meet the required financial covenant ratios for periods beyond December 31, 2021, if deemed necessary.

The Company believes it will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact the Company’s ability to be in compliance with its debt covenants for periods beyond December 31, 2021.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:

Nine Months Ended

September 30,

Three Months Ended

(In millions)

Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496 $ —

Proceeds from 2018 SCL Credit Facility $ 505 $ —

Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term 46 —

Proceeds from LVSC Senior Notes — 3,500

$ 1,945 $ 3,500

Repayments on 2018 SCL Credit Facility $ ( 404 ) $ —

Repayments on 2012 Singapore Credit Facility $ ( 16 ) $ ( 15 )

Repayments on 2013 U.S.

Credit Facility — ( 3,484 )

Repayments on HVAC Equipment Lease and Other Long-Term Debt ( 2 ) ( 3 )

Repayments on Other Long-Term Debt ( 2 ) ( 1 )

$ ( 18 ) $ ( 16 )

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of September 30, 2020 and December 31, 2019, was approximately $ 14.64 billion and $ 13.21 billion, respectively, compared to its contractual value of $ 14.03 billion and $ 12.58 billion, respectively.

The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

The estimated fair value of the Company’s long-term debt as of March 31, 2021 and December 31, 2020, was approximately $ 15.36 billion and $ 15.15 billion, respectively, compared to its contractual value of $ 14.56 billion

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

and $ 14.12 billion, respectively.

The estimated fair value of the Company’s long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 4 — Accounts Receivable, Net and Customer Contract Related Liabilities

1 unchanged sentence

Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost.

The Company extends credit to approved casino customers following background checks and investigations of creditworthiness.

The Company extends credit to approved casino patrons following background checks and investigations of creditworthiness.

The Company also extends credit to gaming promoters in Macao.

These receivables can be offset against commissions payable to the respective gaming promoters.

Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from customers and gaming promoters residing in these countries.

Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from patrons and gaming promoters residing in these countries.

Accounts receivable primarily consists of casino receivables.

5 unchanged sentences

The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.

The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

The Company also monitors regional and global economic conditions and forecasts,

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves.

The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

The Company also monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves.

Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.

Credit or marker play was 28.2 %, 15.2 % and 70.8 % of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the nine months ended September 30, 2020.

The Company’s provision for casino credit losses was 48.8 % and 32.3 % of gross casino receivables as of September 30, 2020 and December 31, 2019, respectively.

The Company’s provision for credit losses from its hotel and other receivables is not material.

Accounts receivable, net, consists of the following:

September 30,

2021 December 31,

3 unchanged sentences

The following table shows the movement in the provision for credit losses recognized for accounts receivable:

September 30,

2020 September 30,

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions)

Balance at beginning of year $ 282 $ 324

Balance at January 1 $ 255 $ 220

Current period provision for credit losses

( 15 ) ( 16 )

Recoveries of receivables previously written-off

Exchange rate impact

Balance at end of period $ 292 $ 287

Impacts of Adoption

On January 1, 2020, the Company adopted the guidance under the accounting standard update (“ASU”) issued in June 2016 by the Financial Accounting Standards Board (“FASB”).

The ASU revised the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded.

The adoption, which was applied on a modified retrospective basis, did not have a material impact on the Company’s financial condition and results of operations and therefore did not result in an adjustment to retained earnings as of January 1, 2020.

Balance at March 31 $ 242 $ 212

Customer Contract Related Liabilities

The Company provides numerous products and services to its customers.

There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations.

The Company provides numerous products and services to its patrons.

There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations.

The Company has the following main types of liabilities associated with contracts with customers:

(1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the liability activity related to contracts with customers:

3 unchanged sentences

Balance at January 1 $ 197 $ 510 $ 62 $ 63 $ 633 $ 591

Balance at September 30

Balance at March 31

153 435 62 60 610 619

1 unchanged sentence

____________________

(1) Of this amount, $ 152 million, $ 154 million, $ 151 million and $ 152 million as of September 30, 2020, January 1, 2020, September 30, 2019 and January 1, 2019, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.

(1) Of this amount, $ 152 million as of March 31 and January 1, 2021, and $ 154 million as of March 31 and January 1, 2020, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 5 — Equity and Earnings Per Share

On March 26, 2020, the Company paid a dividend of $ 0.79 per common share as part of a regular cash dividend program.

During the nine months ended September 30, 2020, the Company recorded $ 603 million as a distribution against retained earnings (of which $ 342 million related to the principal stockholder and his family and the remaining $ 261 million related to all other stockholders).

In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic.

Repurchase Program

In June 2018, the Company's Board of Directors authorized the repurchase of $ 2.50 billion of its outstanding common stock, which was to expire in November 2020.

In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $ 916 million to November 2022.

Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise.

The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions.

All share repurchases of the Company's common stock have been recorded as treasury stock.

Noncontrolling Interests

On February 21, 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $ 1.03 billion, of which the Company retained $ 717 million during the nine months ended September 30, 2020).

On April 17, 2020, SCL announced it will not pay a final dividend for 2019 due to the impact of the COVID-19 Pandemic.

In February 2021, SCL announced it will not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

Earnings (Loss) Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings (loss) per share consisted of the following:

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(In millions)

Weighted-average common shares outstanding (used in the calculation of basic earnings per share)

764 769 764 772

Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share) 764 764

Potential dilution from stock options and restricted stock and stock units

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

764 769 764 772

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share) 764 764

Antidilutive stock options excluded from the calculation of diluted earnings per share

Note 6 — Income Taxes

The Company’s effective income tax rate from continuing operations was 5.3 % for the three months ended March 31, 2021, compared to 31.4 % for the three months ended March 31, 2020.

The effective income tax rate for the three months ended March 31, 2021, reflects a 17 % statutory tax rate on the Company’s Singapore operations and a 21 % corporate income tax rate on its domestic operations.

The Company's operations in Macao are subject to a 12 % statutory income tax rate, but in connection with the 35 % gaming tax, the Company’s subsidiaries in Macao and its peers receive an income tax exemption on gaming operations through June 2022.

During the three months ended March 31, 2021, the Company recorded a valuation allowance of $ 20 million related to certain U.S.

foreign tax credits, which it no longer expects to utilize due to lower forecasted U.S.

taxable income in years following the sale of the Las Vegas Operations.

Note 7 — Leases

Lease revenue consists of the following:

Three months ended September 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 132 $ 1 $ 129 $ 5

Overage rents 7 1 19 —

Rent concessions (1)

Total overage rents and rent concessions ( 71 ) 1 19 —

$ 61 $ 2 $ 148 $ 5

Nine months ended September 30,

Mall Other Mall Other

Lease revenue for the Company’s mall operations consists of the following:

Three months ended March 31,

(In millions)

3 unchanged sentences

( 20 ) ( 59 )

Total overage rents and rent concessions ( 235 ) ( 1 ) 38 1

$ 160 $ 5 $ 425 $ 13

Total overage rents, rent concessions and other 3 ( 54 )

___________________

(1) Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall and other operations.

(1) Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.

(2) Amount related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

LAS VEGAS SANDS CORP.

15 unchanged sentences

District Court entered an order dismissing the Prior Action on April 16, 2010.

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc.

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court against VML, LVS (Nevada) International Holdings, Inc.

(“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”).

The claim was for 3.0 billion patacas (approximately $ 376 million at exchange rates in effect on September 30, 2020).

The claim was for 3.0 billion patacas (approximately $ 375 million at exchange rates in effect on March 31, 2021).

The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S.

1 unchanged sentence

On July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013.

On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S.

On May 8, 2014, AAEC lodged an appeal against that decision.

On March 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S.

On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending.

On June 5, 2015, the U.S.

7 unchanged sentences

Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 12.08 billion at exchange rates in effect on September 30, 2020), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 12.04 billion at exchange rates in effect on March 31, 2021), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage.

On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim.

On September 17, 2019, the U.S.

Defendants appealed the decision granting AAEC’s request.

On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court.

On September 2, 2019, the U.S.

Defendants moved to revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs.

1 unchanged sentence

Defendants’ motion regarding legal aid until the entry of final judgment.

Defendants appealed that deferral on September 17, 2019.

On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds.

Defendants requested clarification of that order on October 29, 2019.

By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S.

Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao

Defendants appealed that

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A.

Weidner and Friedman, individually.

deferral on September 17, 2019.

On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds.

Defendants requested clarification of that order on October 29, 2019.

By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S.

Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A.

and two of the U.S.

defendants’ former executives, individually.

The Macao Judicial Court denied the motion to revoke legal aid on January 14, 2020.

On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim.

On September 17, 2019, the U.S.

Defendants appealed the decision granting AAEC’s request.

On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court.

On June 18, 2020, the U.S.

3 unchanged sentences

The Company intends to defend this matter vigorously.

The Daniels Family 2001 Revocable Trust v.

On October 22, 2020, The Daniels Family 2001 Revocable Trust, a putative purchaser of the Company’s shares, filed a purported class action complaint in the U.S.

District Court against LVSC, Sheldon G.

Adelson and Patrick Dumont.

The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at the Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures.

On January 5, 2021, the U.S.

District Court entered an order appointing Carl S.

Ciaccio and Donald M.

DeSalvo as lead plaintiffs (“Lead Plaintiffs”).

On March 8, 2021, Lead Plaintiffs filed a purported class action amended complaint against LVSC, Sheldon G.

Adelson, Patrick Dumont, and Robert G.

Goldstein, alleging similar violations of Sections 10(b) and 20(a) of the Exchange Act over the same time period of February 27, 2016 through September 15, 2020.

On March 22, 2021, the U.S.

District Court granted Lead Plaintiffs’ motion to substitute Dr.

Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G.

Adelson, for Sheldon G.

Adelson as a defendant in this action.

Pursuant to a scheduling order entered by the U.S.

District Court, the Company anticipates bringing a motion to dismiss the amended complaint on or before May 7, 2021.

All briefings on the motion to dismiss is scheduled to be completed by August 5, 2021.

This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

The Company intends to defend this matter vigorously.

Adelson, et al.

On December 28, 2020, Andrew Turesky filed a putative shareholder derivative action on behalf of the Company in the U.S.

District Court, against Sheldon G.

Adelson, Patrick Dumont, Robert G.

Goldstein, Irwin Chafetz, Micheline Chau, Charles D.

Forman, Steven L.

Gerard, George Jamieson, Charles A.

Koppelman, Lewis Kramer and David F.

Levi, all of whom are current or former directors and/or officers of LVSC.

The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and for contribution under Sections 10(b) and 21D of the Exchange Act.

On February 24, 2021, the U.S.

District Court entered an order granting the parties’ stipulation to stay this action in light of the Daniels Family 2001 Revocable Trust putative securities class action (the “Securities Action”).

Subject to the terms of the parties’ stipulation, this action is stayed until 30 days after the final resolution of the motion to dismiss in the Securities Action.

On March 11, 2021, the U.S.

District Court granted the plaintiff’s motion to substitute Dr.

Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G.

Adelson, for Sheldon G.

Adelson as a defendant in this action.

This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

The Company intends to defend this matter vigorously.

Note 9 — Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas:

Macao, Singapore and the U.S.

The Company’s principal operating and developmental activities occur in two geographic areas:

Macao and Singapore.

The Company reviews the results of operations and construction and development activities for each of its operating segments:

The Venetian Macao;

Sands Cotai Central;

The Parisian Macao;

The Plaza Macao and Four Seasons Hotel Macao;

Marina Bay Sands;

Las Vegas Operating Properties;

and, through May 30, 2019, Sands Bethlehem.

The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) to reconcile to the condensed consolidated results of operations and financial condition.

The Company has included Corporate and Other (which includes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to the condensed consolidated financial condition.

The Company’s segment information as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019 is as follows:

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

(In millions)

Three Months Ended September 30, 2020

The Venetian Macao $ 32 $ 3 $ 2 $ 28 $ 3 $ 68

Sands Cotai Central 5 2 3 9 3 22

The Londoner Macao;

The Parisian Macao;

The Plaza Macao and Four Seasons Hotel Macao

10 1 — 13 1 25

Sands Macao 11 — 1 — — 12

Ferry Operations and Other — — — — 4 4

84 10 9 56 12 171

Marina Bay Sands 197 25 22 28 9 281

Las Vegas Operating Properties 59 41 23 — 29 152

Intercompany eliminations (1)

— — — ( 1 ) ( 17 ) ( 18 )

Total net revenues $ 340 $ 76 $ 54 $ 83 $ 33 $ 586

The Plaza Macao and Four Seasons Macao;

and Marina Bay Sands.

The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other to reconcile to the condensed consolidated results of operations and financial condition.

The operations that comprised the Company’s former Las Vegas Operating Properties reportable business segment were classified as discontinued operations and the information below for the three months ended March 31, 2021 and 2020, excludes these results.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s segment information for the three months ended March 31, 2021 and 2020 is as follows:

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

(In millions)

Three Months Ended September 30, 2019

Three Months Ended March 31, 2021

The Venetian Macao $ 266 $ 19 $ 6 $ 46 $ 3 $ 340

Sands Cotai Central 359 81 24 19 4 487

The Londoner Macao 91 19 7 14 6 137

The Parisian Macao 59 12 5 10 1 87

The Plaza Macao and Four Seasons Hotel Macao

146 10 7 32 1 196

The Plaza Macao and Four Seasons Macao 115 11 4 39 1 170

Sands Macao 31 3 1 — — 35

2 unchanged sentences

Marina Bay Sands 303 32 33 47 11 426

Las Vegas Operating Properties 103 144 66 — 93 406

Intercompany eliminations (1)

— — — — ( 61 ) ( 61 )

Total net revenues $ 2,321 $ 439 $ 199 $ 175 $ 116 $ 3,250

Nine Months Ended September 30, 2020

The Venetian Macao $ 288 $ 25 $ 8 $ 75 $ 15 $ 411

Sands Cotai Central 129 29 12 25 7 202

The Parisian Macao 111 18 9 16 4 158

The Plaza Macao and Four Seasons Hotel Macao

101 6 4 39 1 151

Sands Macao 80 3 3 1 1 88

Ferry Operations and Other — — — — 22 22

Intercompany royalties (1)

— — — — 25 25

Marina Bay Sands 643 100 65 73 35 916

Las Vegas Operating Properties 175 177 104 — 132 588

Intercompany eliminations (2)

1 unchanged sentence

Total net revenues $ 865 $ 96 $ 56 $ 156 $ 23 $ 1,196

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

(In millions)

Nine Months Ended September 30, 2019

Three Months Ended March 31, 2020

The Venetian Macao $ 251 $ 21 $ 5 $ 29 $ 9 $ 315

Sands Cotai Central 1,162 242 74 51 18 1,547

The Londoner Macao 123 27 8 9 3 170

The Parisian Macao 115 13 5 6 2 141

The Plaza Macao and Four Seasons Hotel Macao

481 30 23 94 3 631

The Plaza Macao and Four Seasons Macao 83 4 3 17 — 107

Sands Macao 64 2 2 — 1 69

2 unchanged sentences

Marina Bay Sands 439 74 41 42 16 612

United States:

Las Vegas Operating Properties 328 457 246 — 312 1,343

Sands Bethlehem (2)

199 7 11 1 9 227

Intercompany royalties (1)

— — — — 35 35

3 unchanged sentences

____________________

(1) Royalties earned from foreign operations, which were previously included in the Las Vegas Operating Properties and will continue post-closing of the sale.

(2) Intercompany eliminations include royalties and other intercompany services.

(2) The Company completed the sale of Sands Bethlehem on May 31, 2019 .

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(In millions)

3 unchanged sentences

Marina Bay Sands 1 1

Las Vegas Operating Properties (1)

Intercompany royalties 25 35

Total intersegment revenues $ 32 $ 44

____________________

(1) Primarily consists of royalties from the Company’s international operations.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(In millions)

1 unchanged sentence

The Venetian Macao $ 82 $ 49

Sands Cotai Central ( 71 ) 169 ( 150 ) 546

The Londoner Macao ( 23 ) —

The Parisian Macao ( 8 ) ( 3 )

The Plaza Macao and Four Seasons Hotel Macao ( 15 ) 75 ( 5 ) 243

The Plaza Macao and Four Seasons Macao 70 28

Sands Macao ( 18 ) ( 1 )

Ferry Operations and Other ( 3 ) ( 6 )

( 233 ) 755 ( 478 ) 2,378

Marina Bay Sands 144 282

United States:

Las Vegas Operating Properties ( 40 ) 93 ( 74 ) 367

Sands Bethlehem (1)

( 40 ) 93 ( 74 ) 419

Consolidated adjusted property EBITDA (1)

( 203 ) 1,283 ( 313 ) 4,001

Other Operating Costs and Expenses

Stock-based compensation (2)

( 2 ) ( 3 ) ( 11 ) ( 10 )

Corporate ( 49 ) ( 59 )

9 unchanged sentences

Other income (expense) ( 17 ) 39

Gain on sale of Sands Bethlehem — — — 556

Loss on modification or early retirement of debt — ( 24 ) — ( 24 )

Income tax (expense) benefit 17 ( 82 ) 46 ( 403 )

Net income (loss) $ ( 731 ) $ 669 $ ( 1,767 ) $ 2,521

Income tax expense ( 14 ) ( 22 )

Net loss from continuing operations $ ( 280 ) $ ( 92 )

____________________

(1) The Company completed the sale of Sands Bethlehem on May 31, 2019.

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

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation.

Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income (loss) from continuing operations 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 or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

EBITDA calculations.

as industry analysts, to evaluate operations and operating performance.

Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

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.

2 unchanged sentences

As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.

(3) During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 6 million and $ 8 million, respectively, of which $ 4 million and $ 5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $ 20 million and $ 26 million, respectively, of which $ 9 million and $ 16 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended

September 30,

(2) During the three months ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense of $ 7 million and $ 7 million, respectively, of which $ 2 million and $ 4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Three Months Ended

(In millions)

2 unchanged sentences

The Venetian Macao 22 23

Sands Cotai Central 591 178

The Londoner Macao 238 131

The Parisian Macao 1 4

The Plaza Macao and Four Seasons Hotel Macao 147 125

The Plaza Macao and Four Seasons Macao 5 82

Sands Macao 2 1

Ferry Operations and Other 1 1

Marina Bay Sands 23 46

United States:

Las Vegas Operating Properties 80 153

Sands Bethlehem (1)

Total capital expenditures $ 291 $ 290

____________________

(1) The Company completed the sale of Sands Bethlehem on May 31, 2019.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30,

2020 December 31,

(In millions)

Corporate and Other $ 876 $ 1,390

The Venetian Macao 2,726 3,243

Sands Cotai Central 4,127 4,504

The Parisian Macao 2,188 2,351

The Plaza Macao and Four Seasons Hotel Macao 1,221 1,239

Sands Macao 262 324

Ferry Operations and Other 141 156

10,665 11,817

Marina Bay Sands 5,486 5,880

Las Vegas Operating Properties 3,955 4,112

Total assets $ 20,982 $ 23,199

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements