LAS VEGAS SANDS CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2021 December 31, 2020 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,057 $ 2,082 Restricted cash and cash equivalents 16 16 Accounts receivable, net of provision for credit losses of $ 240 and $ 255 160 252 Inventories 22 22 Prepaid expenses and other 108 113 Current assets of discontinued operations held for sale 3,214 3,222 Total current assets 5,577 5,707 Property and equipment, net 12,028 12,280 Deferred income taxes, net 338 318 Leasehold interests in land, net 2,202 2,256 Intangible assets, net 15 25 Other assets, net 218 221 Total assets $ 20,378 $ 20,807 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 69 $ 89 Construction payables 201 336 Other accrued liabilities 1,345 1,474 Income taxes payable 27 87 Current maturities of long-term debt 75 75 Current liabilities of discontinued operations held for sale 825 755 Total current liabilities 2,542 2,816 Other long-term liabilities 336 336 Deferred income taxes 179 188 Long-term debt 14,375 13,929 Total liabilities 17,432 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 6,634 6,611 Accumulated other comprehensive income (loss) ( 6 ) 29 Retained earnings 343 813 Total Las Vegas Sands Corp. stockholders’ equity 2,491 2,973 Noncontrolling interests 455 565 Total equity 2,946 3,538 Total liabilities and equity $ 20,378 $ 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions, except per share data) (Unaudited) Revenues: Casino $ 843 $ ( 4 ) $ 1,708 $ 1,071 Rooms 115 5 211 146 Food and beverage 50 6 106 70 Mall 148 42 304 145 Convention, retail and other 17 13 40 47 Net revenues 1,173 62 2,369 1,479 Operating expenses: Casino 574 187 1,152 835 Rooms 42 27 84 73 Food and beverage 60 41 131 123 Mall 16 11 31 28 Convention, retail and other 19 22 41 57 Provision for credit losses 2 14 6 28 General and administrative 219 190 444 419 Corporate 56 53 105 112 Pre-opening 4 4 9 9 Development 37 9 46 15 Depreciation and amortization 258 244 513 497 Amortization of leasehold interests in land 14 13 28 27 Loss on disposal or impairment of assets 11 4 14 7 1,312 819 2,604 2,230 Operating loss ( 139 ) ( 757 ) ( 235 ) ( 751 ) Other income (expense): Interest income 1 4 2 17 Interest expense, net of amounts capitalized ( 158 ) ( 114 ) ( 312 ) ( 242 ) Other income (expense) 10 ( 5 ) ( 7 ) 34 Loss from continuing operations before income taxes ( 286 ) ( 872 ) ( 552 ) ( 942 ) Income tax (expense) benefit 6 31 ( 8 ) 9 Net loss from continuing operations ( 280 ) ( 841 ) ( 560 ) ( 933 ) Income (loss) from discontinued operations, net of income taxes 38 ( 144 ) ( 24 ) ( 103 ) Net loss ( 242 ) ( 985 ) ( 584 ) ( 1,036 ) Net loss attributable to noncontrolling interests from continuing operations 50 165 114 215 Net loss attributable to Las Vegas Sands Corp. $ ( 192 ) $ ( 820 ) $ ( 470 ) $ ( 821 ) Earnings (loss) per share - basic: Loss from continuing operations $ ( 0.30 ) $ ( 0.88 ) $ ( 0.59 ) $ ( 0.94 ) Income (loss) from discontinued operations, net of income taxes 0.05 ( 0.19 ) ( 0.03 ) ( 0.13 ) Net loss attributable to Las Vegas Sands Corp. $ ( 0.25 ) $ ( 1.07 ) $ ( 0.62 ) $ ( 1.07 ) Earnings (loss) per share - diluted: Loss from continuing operations $ ( 0.30 ) $ ( 0.88 ) $ ( 0.59 ) $ ( 0.94 ) Income (loss) from discontinued operations, net of income taxes 0.05 ( 0.19 ) ( 0.03 ) ( 0.13 ) Net loss attributable to Las Vegas Sands Corp. $ ( 0.25 ) $ ( 1.07 ) $ ( 0.62 ) $ ( 1.07 ) Weighted average shares outstanding: Basic 764 764 764 764 Diluted 764 764 764 764 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions) (Unaudited) Net loss $ ( 242 ) $ ( 985 ) $ ( 584 ) $ ( 1,036 ) Currency translation adjustment 6 45 ( 36 ) ( 66 ) Total comprehensive loss ( 236 ) ( 940 ) ( 620 ) ( 1,102 ) Comprehensive loss attributable to noncontrolling interests 49 165 115 210 Comprehensive loss attributable to Las Vegas Sands Corp. $ ( 187 ) $ ( 775 ) $ ( 505 ) $ ( 892 ) 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 March 31, 2020 $ 1 $ ( 4,481 ) $ 6,591 $ ( 119 ) $ 2,497 $ 968 $ 5,457 Net loss — — — — ( 820 ) ( 165 ) ( 985 ) Currency translation adjustment — — — 45 — — 45 Exercise of stock options — — 1 — — 1 2 Stock-based compensation — — 5 — — 1 6 Balance at June 30, 2020 $ 1 $ ( 4,481 ) $ 6,597 $ ( 74 ) $ 1,677 $ 805 $ 4,525 Balance at January 1, 2020 $ 1 $ ( 4,481 ) $ 6,569 $ ( 3 ) $ 3,101 $ 1,320 $ 6,507 Net loss — — — — ( 821 ) ( 215 ) ( 1,036 ) Currency translation adjustment — — — ( 71 ) — 5 ( 66 ) Exercise of stock options — — 17 — — 1 18 Stock-based compensation — — 11 — — 2 13 Dividends declared ($ 0.79 per share) and noncontrolling interest payments — — — — ( 603 ) ( 308 ) ( 911 ) Balance at June 30, 2020 $ 1 $ ( 4,481 ) $ 6,597 $ ( 74 ) $ 1,677 $ 805 $ 4,525 Balance at March 31, 2021 $ 1 $ ( 4,481 ) $ 6,629 $ ( 11 ) $ 535 $ 504 $ 3,177 Net loss — — — — ( 192 ) ( 50 ) ( 242 ) Currency translation adjustment — — — 5 — 1 6 Stock-based compensation — — 5 — — — 5 Balance at June 30, 2021 $ 1 $ ( 4,481 ) $ 6,634 $ ( 6 ) $ 343 $ 455 $ 2,946 Balance at January 1, 2021 $ 1 $ ( 4,481 ) $ 6,611 $ 29 $ 813 $ 565 $ 3,538 Net loss — — — — ( 470 ) ( 114 ) ( 584 ) Currency translation adjustment — — — ( 35 ) — ( 1 ) ( 36 ) Exercise of stock options — — 15 — — 4 19 Stock-based compensation — — 8 — — 1 9 Balance at June 30, 2021 $ 1 $ ( 4,481 ) $ 6,634 $ ( 6 ) $ 343 $ 455 $ 2,946 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 Six Months Ended June 30, 2021 2020 (In millions) (Unaudited) Cash flows from operating activities from continuing operations: Net loss from continuing operations $ ( 560 ) $ ( 933 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 513 497 Amortization of leasehold interests in land 28 27 Amortization of deferred financing costs and original issue discount 25 20 Loss on disposal or impairment of assets 6 4 Stock-based compensation expense 9 12 Provision for credit losses 6 28 Foreign exchange (gain) loss 6 ( 34 ) Deferred income taxes ( 27 ) ( 33 ) Changes in operating assets and liabilities: Accounts receivable 84 177 Other assets 4 16 Accounts payable ( 20 ) ( 80 ) Other liabilities ( 179 ) ( 657 ) Net cash used in operating activities from continuing operations ( 105 ) ( 956 ) Cash flows from investing activities from continuing operations: Capital expenditures ( 448 ) ( 642 ) Proceeds from disposal of property and equipment 6 1 Net cash used in investing activities from continuing operations ( 442 ) ( 641 ) Cash flows from financing activities from continuing operations: Proceeds from exercise of stock options 19 18 Dividends paid and noncontrolling interest payments — ( 911 ) Proceeds from long-term debt (Note 3) 505 1,899 Repayments of long-term debt (Note 3) ( 34 ) ( 435 ) Payments of financing costs ( 8 ) ( 24 ) Transactions with discontinued operations 50 ( 100 ) Net cash generated from financing activities from continuing operations 532 447 Cash flows from discontinued operations: Net cash generated from (used in) operating activities 78 ( 66 ) Net cash used in investing activities ( 28 ) ( 60 ) Net cash provided (to) by continuing operations and (used in) financing activities ( 51 ) 100 Net cash used in discontinued operations ( 1 ) ( 26 ) Effect of exchange rate on cash, cash equivalents and restricted cash ( 10 ) ( 34 ) Decrease in cash, cash equivalents and restricted cash ( 26 ) ( 1,210 ) Cash, cash equivalents and restricted cash at beginning of period 2,137 4,242 Cash, cash equivalents and restricted cash at end of period 2,111 3,032 Less: cash, cash equivalents and restricted cash at end of period for discontinued operations ( 38 ) ( 32 ) Cash, cash equivalents and restricted cash at end of period for continuing operations $ 2,073 $ 3,000 Supplemental disclosure of cash flow information from continuing operations: Cash payments for interest, net of amounts capitalized $ 290 $ 235 Cash payments for taxes, net of refunds $ 81 $ 27 Change in construction payables $ ( 135 ) $ ( 4 ) 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 (“COVID-19”) 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 a number of factors, including 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 (“China”) has decreased substantially as a result of various government policies limiting or discouraging 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 various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. 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, and, where designated by the Macao government, social distancing and health code checking requirements are in place. 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 gaming operations remained open during the six months ended June 30, 2021, compared to the same period in 2020 when the Company’s Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020. Some of the Company’s Macao hotel facilities were also closed during the 8 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao, Cotai Strip at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020. Operating hours at restaurants across the Company’s Macao properties are continuously being adjusted in line with fluctuations in guest visitation. 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. The Company’s 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 reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased to 1.6 million visits during the quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, 2021, from approximately 46,000 visits during the quarter ended June 30, 2020. The Macao government also announced gross gaming revenue increased by 45.4% in the six months ended June 30, 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 and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts. All operations are currently subject to limited capacities and other social distancing measures. Singapore started administering the COVID-19 vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine in phases to other groups based on priority. The Company’s operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. As a result of the border closures, visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic. The STB announced total visitation to Singapore decreased to approximately 70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same period in 2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation increased to a total of approximately 40,000 visits in April and May 2021 as compared to a nil amount during the same two-month period in 2020. Las Vegas Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and the Company’s Las Vegas Operating Properties operated under pre-pandemic guidelines. 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 six months ended June 30, 2021, the Company’s Las Vegas Operating Properties were open subject to various capacity limits. This compares to the same period in 2020 when the Company’s Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020, The Venetian Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject 9 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) to reduced capacity. Convention, meeting and certain entertainment related operations remained closed for the remainder of the six months ended June 30, 2020. Visitation to the Company’s Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased since restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarter ended March 31, 2021, visitation to Las Vegas decreased to 5.1 million visits, as compared to 8.4 million visits during the same period in 2020. Total visitation increased to a total of 5.5 million visits in April and May 2021, as compared to 260,000 during the same two-month period in 2020. The Las Vegas Convention and Visitors Authority also announced for the quarter ended March 31, 2021, gross gaming revenue for the Las Vegas Strip decreased to $1.17 billion, as compared to $1.47 billion during the same period in 2020. Total gross gaming revenue increased to $1.14 billion in April and May 2021, as compared to $7 million during the same two-month period in 2020. Summary The disruptions arising from the COVID-19 Pandemic continued to have a significant adverse impact on the Company’s financial condition and operations during the six months ended June 30, 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 impact of 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 were open and operating at reduced levels due to lower visitation and the implementation of required safety measures during the second quarter of 2021, 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 $ 2.06 billion and access to $ 1.50 billion, $ 2.0 billion and $ 441 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 June 30, 2021) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project (subject to restrictions as described in Note 3 — Long-Term Debt), as of June 30, 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 for non-essential items. Macao Subconcession Gaming in Macao is administered by the government through concessions awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML”, a subsidiary of Sands China Ltd.) is one. These concession agreements expire on June 26, 2022. If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and could result in the casino and gaming-related equipment being automatically transferred to the Macao government without any compensation to VML. Under the Company’s SCL Senior Notes indenture, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indenture) after which none of Sands China Ltd. (“SCL”) subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL Senior Notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the 10 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, holders of the SCL Senior Notes can require the Company to repurchase all or any part of the SCL Senior Notes at par, plus any accrued and unpaid interest (the “Investor Put Option”). Additionally, under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL Senior Notes (as described above) would be an event of default, which may result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable. The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of the Company’s debt would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. The Company is actively monitoring the renewal process and continues to believe its subconcession will be extended or renewed; however, it is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact the Company. 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 “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 and cash flows 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. Reclassification Certain amounts in the accompanying 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. 11 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 and cash flows as discontinued operations for all periods presented. The Las Vegas Operations are recorded at the carrying value of the assets held for sale. The fair value of these 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. 12 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: June 30, 2021 December 31, 2020 (In millions) Cash and cash equivalents $ 38 $ 39 Accounts receivable, net of provision for credit losses of $ 55 and $ 59 87 86 Inventories 10 10 Prepaid expenses and other 22 23 Property and equipment, net 2,830 2,830 Other assets, net 227 234 Total held for sale assets in the balance sheet (1) $ 3,214 $ 3,222 Accounts payable $ 24 $ 9 Construction payables 8 6 Other accrued liabilities 307 232 Long-term debt 2 3 Deferred amounts related to mall sale transactions 341 344 Other long-term liabilities 143 161 Total held for sale liabilities in the balance sheet (1) $ 825 $ 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. 13 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions) (In millions) Revenues: Casino $ 110 $ 14 $ 163 $ 116 Rooms 107 9 152 136 Food and beverage 52 6 76 81 Convention, retail and other 21 7 38 68 Net revenues 290 36 429 401 Resort operations expenses 151 85 262 267 Provision for credit losses 3 3 3 7 General and administrative 85 70 160 161 Corporate — 1 — 1 Depreciation and amortization — 41 25 78 Loss on disposal or impairment of assets 1 1 3 3 Operating income (loss) 50 ( 165 ) ( 24 ) ( 116 ) Interest expense ( 4 ) ( 4 ) ( 7 ) ( 7 ) Other income 2 2 1 — Income (loss) from discontinued operations before income tax 48 ( 167 ) ( 30 ) ( 123 ) Income tax (expense) benefit ( 10 ) 23 6 20 Net income (loss) from discontinued operations presented in the statement of operations $ 38 $ ( 144 ) $ ( 24 ) $ ( 103 ) Adjusted Property EBITDA $ 51 $ ( 122 ) $ 4 $ ( 34 ) For the three and six months ended June 30, 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 20.8 % and ( 20.0 )% for the three and six months ended June 30, 2021, respectively. This compares to a ( 13.8 )% and ( 16.3 )% effective income tax rate from discontinued operations for the three and six months ended June 30, 2020, respectively, 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. 14 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: June 30, 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 $ 10 and $ 11 , respectively) $ 1,740 $ 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 $ 9 and $ 10 , respectively) 991 990 3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 8 ) 742 742 Macao Related (1) : 4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 9 , respectively) 1,793 1,791 5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 10 and $ 11 , respectively) 1,790 1,789 3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively) 793 792 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 504 — Other 29 21 Singapore Related (1) : 2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 45 and $ 50 , respectively) 2,947 3,023 2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 as of December 31, 2020) 46 46 Other 4 1 14,450 14,004 Less — current maturities ( 75 ) ( 75 ) Total long-term debt $ 14,375 $ 13,929 ____________________ (1) Unamortized deferred financing costs of $ 86 million and $ 91 million as of June 30, 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 June 30, 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. 15 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) SCL Senior Notes Under the SCL Senior Notes indenture, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indenture) after which none of SCL subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL Senior Notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, each holder of the Notes will have the right to require SCL to repurchase all or any part of such holder’s Notes at par plus accrued and unpaid interest (the “Investor Put Option”). Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession. 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 $ 493 million at exchange rates in effect on June 30, 2021). During the six months ended June 30, 2021, SCL drew down $ 48 million and HKD 3.54 billion (approximately $ 456 million at exchange rates in effect on June 30, 2021) under the facility for general corporate purposes. As of June 30, 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 June 30, 2021) and U.S. dollar commitments of $ 189 million. On July 7, 2021, SCL entered into a waiver extension and amendment request letter (the "Third Waiver Extension Letter") with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend by one year to (and including) January 1, 2023, the waiver period for the requirement 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 as at the last day of the financial quarter; (b) extend the period of time during which SCL may supply the agent with its audited consolidated financial statements for the financial year ending on December 31, 2021 to April 30, 2022; and (c) extend by one year to (and including) January 1, 2023, the period during which SCL's ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the 2018 SCL Credit Facility) exceed $ 2.0 billion by SCL's exercise of the option to increase the Total Commitments by an aggregate amount of up to $ 1.0 billion; and (y) the consolidated leverage ratio is greater than 4.0x, 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 Third Waiver Extension Letter, SCL paid a customary fee to the lenders that consented. Under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL Senior Notes (as described above) would be an Event of Default, which result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable. Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession. 2012 Singapore Credit Facility As of June 30, 2021, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD 593 million (approximately $ 441 million at exchange rates in effect on June 30, 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 $ 117 million at exchange rates in effect on June 30, 2021). On June 18, 2020, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to June 30, 2021, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project. The Company is in the process of reviewing the budget and timing of the MBS 16 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) expansion based on the impact of the COVID-19 Pandemic and other factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the June 30, 2021 deadline. The Company will be permitted to make further draws on the Singapore Delayed Draw Term Facility only after these items are delivered to lenders. As of June 30, 2021, SGD 3.69 billion (approximately $ 2.74 billion at exchange rates in effect on June 30, 2021) remains available to be drawn under the Singapore Delayed Draw Term Facility subject to the construction cost estimate and construction schedule for the MBS Expansion Project being delivered to the lenders. Debt Covenant Compliance As of June 30, 2021, management believes the Company was in compliance with all debt covenants. 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 for LVSC and MBS and January 1, 2023 for SCL, 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 for MBS and LVSC and January 1, 2023 for SCL, 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 their current deadlines, if deemed necessary. The Company believes it will be successful in obtaining the additional waivers for MBS and LVSC beyond December 31, 2021, 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 the current waiver periods. Cash Flows from Financing Activities Cash flows from financing activities related to long-term debt and finance lease obligations are as follows: Six Months Ended June 30, 2021 2020 (In millions) Proceeds from 2026 and 2030 SCL Senior Notes $ — $ 1,496 Proceeds from 2018 SCL Credit Facility 505 403 $ 505 $ 1,899 Repayments on 2018 SCL Credit Facility $ — $ ( 404 ) Repayments on 2012 Singapore Credit Facility ( 31 ) ( 30 ) Repayments on Other Long-Term Debt ( 3 ) ( 1 ) $ ( 34 ) $ ( 435 ) Fair Value of Long-Term Debt The estimated fair value of the Company’s long-term debt as of June 30, 2021 and December 31, 2020, was approximately $ 15.50 billion and $ 15.15 billion, respectively, compared to its contractual value of $ 14.55 billion 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 17 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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: June 30, 2021 December 31, 2020 (In millions) Casino $ 347 $ 415 Rooms 8 9 Mall 28 49 Other 17 34 400 507 Less - provision for credit losses ( 240 ) ( 255 ) $ 160 $ 252 The following table shows the movement in the provision for credit losses recognized for accounts receivable: 2021 2020 (In millions) Balance at January 1 $ 255 $ 220 Current period provision for credit losses 6 28 Write-offs ( 19 ) ( 23 ) Exchange rate impact ( 2 ) ( 6 ) Balance at June 30 $ 240 $ 219 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. 18 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 June 30 139 386 62 61 607 627 Increase (decrease) $ ( 58 ) $ ( 124 ) $ — $ ( 2 ) $ ( 26 ) $ 36 ____________________ (1) Of this amount, $ 151 million and $ 152 million as of June 30 and January 1, 2021, respectively, and $ 152 million and $ 154 million as of June 30 and January 1, 2020, respectively, 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. 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions) Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share) 764 764 764 764 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) 764 764 764 764 Antidilutive stock options excluded from the calculation of diluted earnings per share 3 9 3 9 Note 6 — Income Taxes The Company’s effective income tax rate from continuing operations was 1.4 % for the six months ended June 30, 2021, compared to ( 1.0 )% for the six months ended June 30, 2020. The effective income tax rate for the six months ended June 30, 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 six months ended June 19 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 30, 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 June 30, 2021 2020 Mall Other Mall Other (In millions) Minimum rents $ 126 $ 1 $ 129 $ 1 Overage rents 17 — 1 — Rent concessions (1) ( 17 ) — ( 111 ) — Total overage rents and rent concessions — — ( 110 ) — $ 126 $ 1 $ 19 $ 1 Six months ended June 30, 2021 2020 Mall Other Mall Other (In millions) Minimum rents $ 257 $ 1 $ 263 $ 1 Overage rents 34 — 6 — Rent concessions (1) ( 37 ) — ( 170 ) — Other (2) 6 — — — Total overage rents, rent concessions and other 3 — ( 164 ) — $ 260 $ 1 $ 99 $ 1 ___________________ (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. 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. 20 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 June 30, 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 $ 12.06 billion at exchange rates in effect on June 30, 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 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. On April 16, 2021, the U.S. Defendants again moved to reschedule the trial because continued travel disruptions resulting from the pandemic prevented the representatives of the U.S. Defendants and certain witnesses 21 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) from attending the trial as scheduled. Plaintiff opposed that motion on April 29, 2021. The Macao Judicial Court denied the U.S. Defendants’ motion on May 28, 2021, concluding that, under Macao law, it lacked the power to reschedule the trial absent agreement of the parties. The U.S. Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending. The trial began as scheduled on June 16, 2021. The Macao Judicial Court heard testimony on June 16, 17, 23, and July 1. By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates during September, October and December 2021 to hear witnesses who are currently subject to COVID-19 travel restrictions that prevent or severely limit their ability to enter Macao. That order also provided a procedure for the parties to request written testimony from witnesses who are not able to travel to Macao on those dates. The U.S. Defendants sought clarification of certain aspects of that ruling and appealed other aspects of that ruling on June 28, 2021. Trial in the Macao Action is scheduled to resume on September 20, 2021. 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. On May 7, 2021, the defendants filed a motion to dismiss the amended complaint. Lead Plantiffs filed an opposition to the motion to dismiss on July 6, 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 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. 22 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 a discontinued operation and the information below for the three and six months ended June 30, 2021 and 2020, excludes these results. The Company’s segment information for the three and six months ended June 30, 2021 and 2020 is as follows: Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues (In millions) Three Months Ended June 30, 2021 Macao: The Venetian Macao $ 307 $ 24 $ 7 $ 49 $ 4 $ 391 The Londoner Macao 133 28 9 16 3 189 The Parisian Macao 69 17 4 10 1 101 The Plaza Macao and Four Seasons Macao 74 12 5 34 — 125 Sands Macao 37 2 1 1 1 42 Ferry Operations and Other — — — — 7 7 620 83 26 110 16 855 Marina Bay Sands 223 32 24 39 9 327 Intercompany royalties (1) — — — — 25 25 Intercompany eliminations (2) — — — ( 1 ) ( 33 ) ( 34 ) Total net revenues $ 843 $ 115 $ 50 $ 148 $ 17 $ 1,173 Three Months Ended June 30, 2020 Macao: The Venetian Macao $ 5 $ 1 $ 1 $ 18 $ 3 $ 28 The Londoner Macao 1 — 1 7 1 10 The Parisian Macao ( 30 ) 1 1 4 1 ( 23 ) The Plaza Macao and Four Seasons Macao 8 1 1 9 — 19 Sands Macao 5 1 — 1 — 7 Ferry Operations and Other — — — — 6 6 ( 11 ) 4 4 39 11 47 Marina Bay Sands 7 1 2 3 10 23 Intercompany eliminations (2) — — — — ( 8 ) ( 8 ) Total net revenues $ ( 4 ) $ 5 $ 6 $ 42 $ 13 $ 62 23 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues (In millions) Six Months Ended June 30, 2021 Macao: The Venetian Macao $ 573 $ 43 $ 13 $ 95 $ 7 $ 731 The Londoner Macao 224 47 16 30 9 326 The Parisian Macao 128 29 9 20 2 188 The Plaza Macao and Four Seasons Macao 189 23 9 73 1 295 Sands Macao 68 5 2 1 1 77 Ferry Operations and Other — — — — 15 15 1,182 147 49 219 35 1,632 Marina Bay Sands 526 64 57 86 20 753 Intercompany royalties (1) — — — — 50 50 Intercompany eliminations (2) — — — ( 1 ) ( 65 ) ( 66 ) Total net revenues $ 1,708 $ 211 $ 106 $ 304 $ 40 $ 2,369 Six Months Ended June 30, 2020 Macao: The Venetian Macao $ 256 $ 22 $ 6 $ 47 $ 12 $ 343 The Londoner Macao 124 27 9 16 4 180 The Parisian Macao 85 14 6 10 3 118 The Plaza Macao and Four Seasons Macao 91 5 4 26 — 126 Sands Macao 69 3 2 1 1 76 Ferry Operations and Other — — — — 18 18 625 71 27 100 38 861 Marina Bay Sands 446 75 43 45 26 635 Intercompany royalties (1) — — — — 35 35 Intercompany eliminations (2) — — — — ( 52 ) ( 52 ) Total net revenues $ 1,071 $ 146 $ 70 $ 145 $ 47 $ 1,479 ____________________ (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. 24 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions) Intersegment Revenues Macao: The Venetian Macao $ 1 $ 1 $ 2 $ 2 Ferry Operations and Other 7 5 12 12 8 6 14 14 Marina Bay Sands 1 2 2 3 Intercompany royalties 25 — 50 35 Total intersegment revenues $ 34 $ 8 $ 66 $ 52 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In millions) Adjusted Property EBITDA Macao: The Venetian Macao $ 108 $ ( 97 ) $ 190 $ ( 48 ) The Londoner Macao ( 5 ) ( 79 ) ( 28 ) ( 79 ) The Parisian Macao — ( 81 ) ( 8 ) ( 84 ) The Plaza Macao and Four Seasons Macao 44 ( 18 ) 114 10 Sands Macao ( 13 ) ( 31 ) ( 31 ) ( 32 ) Ferry Operations and Other ( 2 ) ( 6 ) ( 5 ) ( 12 ) 132 ( 312 ) 232 ( 245 ) Marina Bay Sands 112 ( 113 ) 256 169 Consolidated adjusted property EBITDA (1) 244 ( 425 ) 488 ( 76 ) Other Operating Costs and Expenses Stock-based compensation (2) ( 3 ) ( 5 ) ( 8 ) ( 8 ) Corporate ( 56 ) ( 53 ) ( 105 ) ( 112 ) Pre-opening ( 4 ) ( 4 ) ( 9 ) ( 9 ) Development ( 37 ) ( 9 ) ( 46 ) ( 15 ) Depreciation and amortization ( 258 ) ( 244 ) ( 513 ) ( 497 ) Amortization of leasehold interests in land ( 14 ) ( 13 ) ( 28 ) ( 27 ) Loss on disposal or impairment of assets ( 11 ) ( 4 ) ( 14 ) ( 7 ) Operating loss ( 139 ) ( 757 ) ( 235 ) ( 751 ) Other Non-Operating Costs and Expenses Interest income 1 4 2 17 Interest expense, net of amounts capitalized ( 158 ) ( 114 ) ( 312 ) ( 242 ) Other income (expense) 10 ( 5 ) ( 7 ) 34 Income tax benefit (expense) 6 31 ( 8 ) 9 Net loss from continuing operations $ ( 280 ) $ ( 841 ) $ ( 560 ) $ ( 933 ) ____________________ (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 25 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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 June 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 7 million and $ 6 million, respectively, of which $ 4 million and $ 1 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the six months ended June 30, 2021 and 2020, the company recorded stock-based compensation expense of $ 14 million and $ 13 million, respectively, of which $ 6 million and $ 5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. Six Months Ended June 30, 2021 2020 (In millions) Capital Expenditures Corporate and Other $ 1 $ 3 Macao: The Venetian Macao 38 66 The Londoner Macao 347 374 The Parisian Macao 2 7 The Plaza Macao and Four Seasons Macao 6 129 Sands Macao 3 2 397 578 Marina Bay Sands 50 61 Total capital expenditures $ 448 $ 642 26 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES