LAS VEGAS SANDS CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2021 December 31, 2020 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,074 $ 2,082 Restricted cash and cash equivalents 16 16 Accounts receivable, net of provision for credit losses of $ 242 and $ 255 205 252 Inventories 23 22 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 Property and equipment, net 12,125 12,280 Deferred income taxes, net 327 318 Leasehold interests in land, net 2,211 2,256 Intangible assets, net 20 25 Other assets, net 228 221 Total assets $ 20,541 $ 20,807 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 70 $ 89 Construction payables 217 336 Other accrued liabilities 1,307 1,474 Income taxes payable 28 87 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 Other long-term liabilities 346 336 Deferred income taxes 179 188 Long-term debt 14,374 13,929 Total liabilities 17,364 17,269 Commitments and contingencies (Note 8) Equity: Preferred stock, $ 0.001 par value, 50 shares authorized, zero shares issued and outstanding — — Common stock, $ 0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding 1 1 Treasury stock, at cost, 69 shares ( 4,481 ) ( 4,481 ) Capital in excess of par value 6,629 6,611 Accumulated other comprehensive income (loss) ( 11 ) 29 Retained earnings 535 813 Total Las Vegas Sands Corp. stockholders’ equity 2,673 2,973 Noncontrolling interests 504 565 Total equity 3,177 3,538 Total liabilities and equity $ 20,541 $ 20,807 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2021 2020 (In millions, except per share data) (Unaudited) Revenues: Casino $ 865 $ 1,075 Rooms 96 141 Food and beverage 56 64 Mall 156 103 Convention, retail and other 23 34 Net revenues 1,196 1,417 Operating expenses: Casino 578 648 Rooms 42 46 Food and beverage 71 82 Mall 15 17 Convention, retail and other 22 35 Provision for credit losses 4 14 General and administrative 225 229 Corporate 49 59 Pre-opening 5 5 Development 9 6 Depreciation and amortization 255 253 Amortization of leasehold interests in land 14 14 Loss on disposal or impairment of assets 3 3 1,292 1,411 Operating income (loss) ( 96 ) 6 Other income (expense): Interest income 1 13 Interest expense, net of amounts capitalized ( 154 ) ( 128 ) Other income (expense) ( 17 ) 39 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 - 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: Basic 764 764 Diluted 764 764 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Three Months Ended March 31, 2021 2020 (In millions) (Unaudited) Net loss $ ( 342 ) $ ( 51 ) Currency translation adjustment ( 42 ) ( 111 ) Total comprehensive loss ( 384 ) ( 162 ) Comprehensive loss attributable to noncontrolling interests 66 45 Comprehensive loss attributable to Las Vegas Sands Corp. $ ( 318 ) $ ( 117 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Las Vegas Sands Corp. Stockholders’ Equity Common Stock Treasury Stock Capital in Excess of Par Value Accumulated Other Comprehensive (Income) Loss Retained Earnings Noncontrolling Interests Total (In millions) (Unaudited) Balance at January 1, 2020 $ 1 $ ( 4,481 ) $ 6,569 $ ( 3 ) $ 3,101 $ 1,320 $ 6,507 Net loss — — — — ( 1 ) ( 50 ) ( 51 ) Currency translation adjustment — — — ( 116 ) — 5 ( 111 ) Exercise of stock options — — 16 — — — 16 Stock-based compensation — — 6 — — 1 7 Dividends declared ($ 0.79 per share) and noncontrolling interest payments — — — — ( 603 ) ( 308 ) ( 911 ) 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 Net loss — — — — ( 278 ) ( 64 ) ( 342 ) Currency translation adjustment — — — ( 40 ) — ( 2 ) ( 42 ) Exercise of stock options — — 15 — — 4 19 Stock-based compensation — — 3 — — 1 4 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. 6 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2021 2020 (In millions) (Unaudited) 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 Amortization of leasehold interests in land 14 14 Amortization of deferred financing costs and original issue discount 12 10 (Gain) loss on disposal or impairment of assets ( 3 ) 2 Stock-based compensation expense 4 7 Provision for credit losses 4 14 Foreign exchange (gain) loss 16 ( 39 ) Deferred income taxes ( 16 ) ( 4 ) Changes in operating assets and liabilities: Accounts receivable 40 136 Other assets ( 11 ) ( 19 ) Accounts payable ( 19 ) ( 66 ) Other liabilities ( 204 ) ( 604 ) 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 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 Dividends paid and noncontrolling interest payments — ( 911 ) Proceeds from long-term debt (Note 3) 505 — Repayments of long-term debt (Note 3) ( 18 ) ( 16 ) Payments of financing costs ( 8 ) ( 3 ) 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 ) Decrease in cash, cash equivalents and restricted cash ( 12 ) ( 1,624 ) Cash, cash equivalents and restricted cash at beginning of period 2,137 4,242 Cash, cash equivalents and restricted cash at end of period 2,125 2,618 Less: 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 Cash payments for taxes, net of refunds $ 75 $ 27 Change in construction payables $ ( 119 ) $ ( 29 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Organization and Business of Company The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2020, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. 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. Macao 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 8 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Singapore 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. 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. Las Vegas 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 9 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Summary 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 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 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. 10 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. 11 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The following table represents summarized balance sheet information of assets and liabilities held for sale: March 31, 2021 December 31, 2020 (In millions) Cash and cash equivalents $ 35 $ 39 Accounts receivable, net of provision for credit losses of $ 57 and $ 59 80 86 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) $ 771 $ 755 ____________________ (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. 12 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The following table represents summarized income statement information of discontinued operations: Three Months Ended March 31, 2021 2020 (In millions) Revenues: Casino $ 53 $ 102 Rooms 45 127 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. 13 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 3 — Long-Term Debt Long-term debt consists of the following: March 31, 2021 December 31, 2020 (In millions) Corporate and U.S. Related (1) : 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 ) 496 496 3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 10 ) 990 990 3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively) 743 742 Macao Related (1) : 4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $ 8 and $ 9 , respectively) 1,792 1,791 5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 11 ) 1,789 1,789 3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 8 ) 792 792 5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 16 ) 1,884 1,884 4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 10 , respectively) 691 690 2018 SCL Credit Facility — Revolving 503 — Other 23 21 Singapore Related (1) : 2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 47 and $ 50 , respectively) 2,955 3,023 2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 ) 45 46 Other 4 1 14,446 14,004 Less — current maturities ( 72 ) ( 75 ) Total long-term debt $ 14,374 $ 13,929 ____________________ (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 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. 14 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 2018 SCL Credit Facility 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 As of March 31, 2021, Marina Bay Sands Pte. Ltd. (“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 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: Three Months Ended March 31, 2021 2020 (In millions) Proceeds from 2018 SCL Credit Facility $ 505 $ — $ 505 $ — Repayments on 2012 Singapore Credit Facility $ ( 16 ) $ ( 15 ) 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 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 15 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 Accounts Receivable and Provision for Credit Losses 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 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 patrons and gaming promoters residing in these countries. Accounts receivable primarily consists of casino receivables. Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change. The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. 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 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. Accounts receivable, net, consists of the following: March 31, 2021 December 31, 2020 (In millions) Casino $ 376 $ 415 Rooms 5 9 Mall 37 49 Other 29 34 447 507 Less - provision for credit losses ( 242 ) ( 255 ) $ 205 $ 252 The following table shows the movement in the provision for credit losses recognized for accounts receivable: 16 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) March 31, 2021 2020 (In millions) Balance at January 1 $ 255 $ 220 Current period provision for credit losses 4 14 Write-offs ( 15 ) ( 16 ) Exchange rate impact ( 2 ) ( 6 ) Balance at March 31 $ 242 $ 212 Customer Contract Related Liabilities 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. The following table summarizes the liability activity related to contracts with customers: Outstanding Chip Liability Loyalty Program Liability Customer Deposits and Other Deferred Revenue (1) 2021 2020 2021 2020 2021 2020 (In millions) Balance at January 1 $ 197 $ 510 $ 62 $ 63 $ 633 $ 591 Balance at March 31 153 435 62 60 610 619 Increase (decrease) $ ( 44 ) $ ( 75 ) $ — $ ( 3 ) $ ( 23 ) $ 28 ____________________ (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 Common Stock Dividends In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic. Noncontrolling Interests In February 2021, SCL announced it will not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic. 17 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 March 31, 2021 2020 (In millions) 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 (loss) per share) 764 764 Antidilutive stock options excluded from the calculation of diluted earnings per share 3 3 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 Lessor Lease revenue for the Company’s mall operations consists of the following: Three months ended March 31, 2021 2020 (In millions) Minimum rents $ 131 $ 134 Overage rents 17 5 Rent concessions (1) ( 20 ) ( 59 ) Other (2) 6 — Total overage rents, rent concessions and other 3 ( 54 ) $ 134 $ 80 ___________________ (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. 18 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 8 — Commitments and Contingencies Litigation The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows. Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al. On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. The U.S. 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 against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). 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. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013. 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. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending. On June 5, 2015, the U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. 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 $ 12.04 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. On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The U.S. Defendants appealed that 19 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds. The U.S. 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 June 18, 2020, the U.S. Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021. The Macao Action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously. The Daniels Family 2001 Revocable Trust v. LVSC, et al. 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. Turesky v. Sheldon G. 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 20 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands 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. 21 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 March 31, 2021 Macao: The Venetian Macao $ 266 $ 19 $ 6 $ 46 $ 3 $ 340 The Londoner Macao 91 19 7 14 6 137 The Parisian Macao 59 12 5 10 1 87 The Plaza Macao and Four Seasons Macao 115 11 4 39 1 170 Sands Macao 31 3 1 — — 35 Ferry Operations and Other — — — — 8 8 562 64 23 109 19 777 Marina Bay Sands 303 32 33 47 11 426 Intercompany royalties (1) — — — — 25 25 Intercompany eliminations (2) — — — — ( 32 ) ( 32 ) Total net revenues $ 865 $ 96 $ 56 $ 156 $ 23 $ 1,196 Three Months Ended March 31, 2020 Macao: The Venetian Macao $ 251 $ 21 $ 5 $ 29 $ 9 $ 315 The Londoner Macao 123 27 8 9 3 170 The Parisian Macao 115 13 5 6 2 141 The Plaza Macao and Four Seasons Macao 83 4 3 17 — 107 Sands Macao 64 2 2 — 1 69 Ferry Operations and Other — — — — 12 12 636 67 23 61 27 814 Marina Bay Sands 439 74 41 42 16 612 Intercompany royalties (1) — — — — 35 35 Intercompany eliminations (2) — — — — ( 44 ) ( 44 ) Total net revenues $ 1,075 $ 141 $ 64 $ 103 $ 34 $ 1,417 ____________________ (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. 22 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Three Months Ended March 31, 2021 2020 (In millions) Intersegment Revenues Macao: The Venetian Macao $ 1 $ 1 Ferry Operations and Other 5 7 6 8 Marina Bay Sands 1 1 Intercompany royalties 25 35 Total intersegment revenues $ 32 $ 44 Three Months Ended March 31, 2021 2020 (In millions) Adjusted Property EBITDA Macao: The Venetian Macao $ 82 $ 49 The Londoner Macao ( 23 ) — The Parisian Macao ( 8 ) ( 3 ) The Plaza Macao and Four Seasons Macao 70 28 Sands Macao ( 18 ) ( 1 ) Ferry Operations and Other ( 3 ) ( 6 ) 100 67 Marina Bay Sands 144 282 Consolidated adjusted property EBITDA (1) 244 349 Other Operating Costs and Expenses Stock-based compensation (2) ( 5 ) ( 3 ) Corporate ( 49 ) ( 59 ) Pre-opening ( 5 ) ( 5 ) Development ( 9 ) ( 6 ) Depreciation and amortization ( 255 ) ( 253 ) Amortization of leasehold interests in land ( 14 ) ( 14 ) Loss on disposal or impairment of assets ( 3 ) ( 3 ) Operating income (loss) ( 96 ) 6 Other Non-Operating Costs and Expenses Interest income 1 13 Interest expense, net of amounts capitalized ( 154 ) ( 128 ) Other income (expense) ( 17 ) 39 Income tax expense ( 14 ) ( 22 ) Net loss from continuing operations $ ( 280 ) $ ( 92 ) ____________________ (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 23 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies. (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 March 31, 2021 2020 (In millions) Capital Expenditures Corporate and Other $ — $ 3 Macao: The Venetian Macao 22 23 The Londoner Macao 238 131 The Parisian Macao 1 4 The Plaza Macao and Four Seasons Macao 5 82 Sands Macao 2 1 268 241 Marina Bay Sands 23 46 Total capital expenditures $ 291 $ 290 24 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES