What changed in this filing

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Item 1. Financial Statements

2021-10-22 compared with 2021-07-23 · 234 added, 145 removed, 697 unchanged (35% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2021 December 31,

34 unchanged sentences

Accumulated other comprehensive income (loss) ( 32 ) 29

Retained earnings 343 813

Retained earnings (deficit) ( 25 ) 813

Total Las Vegas Sands Corp.

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

26 unchanged sentences

Other income (expense) ( 12 ) ( 5 ) ( 19 ) 29

Loss on modification or early retirement of debt ( 137 ) — ( 137 ) —

Loss from continuing operations before income taxes ( 621 ) ( 659 ) ( 1,173 ) ( 1,601 )

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

2 unchanged sentences

Currency translation adjustment ( 26 ) 36 ( 62 ) ( 30 )

6 45 ( 36 ) ( 66 )

Cash flow hedge fair value adjustment ( 2 ) — ( 2 ) —

Total comprehensive loss ( 523 ) ( 695 ) ( 1,143 ) ( 1,797 )

13 unchanged sentences

Income (Loss) Retained

Earnings Noncontrolling

Earnings (Deficit) Noncontrolling

Interests Total

(In millions)

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

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

Net loss — — — — ( 565 ) ( 166 ) ( 731 )

5 unchanged sentences

— — 4 — — 1 5

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

Other — — 1 — — — 1

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

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

6 unchanged sentences

— — 15 — — 3 18

Other — — 1 — — — 1

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

— — — — ( 603 ) ( 308 ) ( 911 )

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

Balance at June 30, 2021 $ 1 $ ( 4,481 ) $ 6,634 $ ( 6 ) $ 343 $ 455 $ 2,946

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

— — — — ( 368 ) ( 127 ) ( 495 )

1 unchanged sentence

— — — ( 24 ) — ( 2 ) ( 26 )

Cash flow hedge fair value adjustment — — — ( 2 ) — — ( 2 )

Stock-based compensation

— — 5 — — 1 6

Balance at June 30, 2021 $ 1 $ ( 4,481 ) $ 6,634 $ ( 6 ) $ 343 $ 455 $ 2,946

Balance at September 30, 2021 $ 1 $ ( 4,481 ) $ 6,639 $ ( 32 ) $ ( 25 ) $ 327 $ 2,429

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

2 unchanged sentences

— — — ( 59 ) — ( 3 ) ( 62 )

Cash flow hedge fair value adjustment — — — ( 2 ) — — ( 2 )

Exercise of stock options

2 unchanged sentences

— — 13 — — 2 15

Balance at June 30, 2021 $ 1 $ ( 4,481 ) $ 6,634 $ ( 6 ) $ 343 $ 455 $ 2,946

Balance at September 30, 2021 $ 1 $ ( 4,481 ) $ 6,639 $ ( 32 ) $ ( 25 ) $ 327 $ 2,429

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In millions)

5 unchanged sentences

Amortization of deferred financing costs and original issue discount 38 32

Change in fair value of derivative asset/liability ( 1 ) —

Loss on modification or early retirement of debt 137 —

Loss on disposal or impairment of assets 8 36

12 unchanged sentences

Proceeds from disposal of property and equipment 7 1

Acquisition of intangible assets ( 5 ) —

Net cash used in investing activities from continuing operations ( 638 ) ( 997 )

5 unchanged sentences

Payments of financing costs ( 36 ) ( 30 )

Make-whole premium on early extinguishment of debt (Note 3) ( 131 ) —

Transactions with discontinued operations 111 ( 133 )

4 unchanged sentences

Net cash provided (to) by continuing operations and (used in) financing activities ( 112 ) 133

Net cash used in discontinued operations ( 1 ) ( 26 )

Net cash generated from (used in) discontinued operations 2 ( 24 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 17 ) ( 26 )

24 unchanged sentences

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.

As of the date of this report, other than people from mainland China who in general 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.

3 unchanged sentences

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.

As of the date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao government.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,100 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

From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.

The Company’s Macao gaming operations remained open during the nine months ended September 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 gaming operations at The Londoner Macao, which resumed on February 27, 2020.

Some of the Company’s Macao hotel facilities were also closed

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao 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.

5 unchanged sentences

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.

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.

Total visitation increased to a total of approximately 1.1 million visits in July and August 2021 as compared to 267,000 visits during the same two-month period in 2020.

The Macao government also announced gross gaming revenue increased by 75.6% during the nine months ended September 30, 2021, as compared to the same period in 2020.

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with certain visitors allowed from specified countries on a quarantine-free basis, 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.

Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.

Singapore started administering the COVID-19 vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine to the general population.

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.

2 unchanged sentences

and (iii) casino capacity limits, among other restrictions.

During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government authorities.

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.

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

The Singapore Tourism Board (“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 34,000 visits in July and August 2021 as compared to 16,000 visits during the same two-month period in 2020.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

to reduced capacity.

Convention, meeting and certain entertainment related operations remained closed for the remainder of the six months ended June 30, 2020.

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 nine months ended September 30, 2021, the Company’s Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year.

Convention, meeting and certain entertainment related operations remained closed for a portion of the nine months ended September 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.

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 Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in 2020, respectively.

Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020.

The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively.

Total gross gaming revenue increased to $1.42 billion in July and August 2021, as compared to $647 million during the same two-month period in 2020.

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 nine months ended September 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.

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 nine months ended September 30, 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 has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 1.64 billion and access to $ 1.50 billion, $ 2.0 billion and $ 436 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 $ 2.71 billion at exchange rates in effect on September 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 September 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.

1 unchanged sentence

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.

Gaming in Macao is administered by the government through concession agreements 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.

If VML’s subconcession is not

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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”).

extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022.

In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML.

It is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact the Company.

Under the Company’s SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) 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 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.

The Company intends to follow the process for a concession renewal once the process and requirements are announced by the Macao government.

The Company is actively monitoring developments with respect to the Macao government’s concession renewal process and continues to believe its subconcession will be extended or renewed beyond June 26, 2022.

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.

The Company currently anticipates the closing of the transaction in the first quarter of 2022, 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.

4 unchanged sentences

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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

Note 2 — Held for Sale — Discontinued Operations

2 unchanged sentences

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.

The closing of the Las Vegas Sale is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the first quarter of 2022.

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.

13 unchanged sentences

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

September 30,

2021 December 31,

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

13 unchanged sentences

Interest expense ( 3 ) ( 3 ) ( 10 ) ( 10 )

Other income 2 2 1 —

Other income (expense) ( 1 ) 1 — 1

Income (loss) from discontinued operations before income tax 127 ( 89 ) 97 ( 212 )

2 unchanged sentences

Adjusted Property EBITDA $ 132 $ ( 40 ) $ 136 $ ( 74 )

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.

For the three and nine months ended September 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.

1 unchanged sentence

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 Company’s effective income tax rate from discontinued operations was 22.0 % and 22.7 % for the three and nine months ended September 30, 2021, respectively.

This compares to a ( 24.7 )% and ( 19.8 )% effective income tax rate from discontinued operations for the three and nine months ended September 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.

4 unchanged sentences

Long-term debt consists of the following:

September 30,

2021 December 31,

4 unchanged sentences

$ 1,741 $ 1,739

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

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 3 and $ 4 , respectively)

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

Macao Related (1) :

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 10 , respectively)

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

Macao Related (1) :

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

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 10 and $ 11 , respectively)

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively)

2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 7 )

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

2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 7 )

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

3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $ 6 )

2018 SCL Credit Facility — Revolving 503 —

1 unchanged sentence

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 46 and $ 50 , respectively)

2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 as of December 31, 2020)

2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 1 )

14,535 14,004

2 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 88 million and $ 91 million as of September 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

LVSC Revolving Facility

As of September 30, 2021, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

On September 3, 2021, LVSC entered into an amendment agreement (the “Second Amendment”) with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Second Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) extend the period during which LVSC is not required to maintain a maximum consolidated leverage ratio of 4.0 x as of the last day of any fiscal quarter to December 31, 2022;

(b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2022;

and (d) extend the period during which LVSC is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $ 1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2022.

In addition, pursuant to the Second Amendment and subject to the satisfaction of certain conditions specified therein, the requisite lenders under the existing LVSC Revolving Credit Agreement consented to, and waived any applicable restrictions prohibiting, the consummation of the announced sale of the Las Vegas Operations.

Pursuant to the Second Amendment, LVSC paid a customary fee to the lenders that consented.

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”).

On September 23, 2021, SCL issued in a private offering three series of senior unsecured notes in an aggregate principal amount of $ 1.95 billion, consisting of $ 700 million of 2.300 % Senior Notes due March 8, 2027 (the “2027 SCL Senior Notes”), $ 650 million of 2.850 % Senior Notes due March 8, 2029 (the “2029 SCL Senior Notes”) and $ 600 million of 3.250 % Senior Notes due August 8, 2031 (the “2031 SCL Senior Notes” and, together with the 2027 and 2029 SCL Senior Notes, the “SCL Senior Notes”).

SCL used the net proceeds from the offering and cash on hand to redeem in full the outstanding principal amount of its $ 1.80 billion 4.600 % Senior Notes due 2023, any accrued interest and the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.

The SCL Senior Notes are senior unsecured obligations of SCL.

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

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

None of SCL’s subsidiaries will guarantee the SCL Senior Notes.

The SCL Senior Notes were issued pursuant to an indenture, dated September 23, 2021 (the “Indenture”), between SCL and U.S.

Bank National Association, as trustee.

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

The Indenture also provides for customary events of default.

Under the SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) 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 SCL senior notes will have the right to require SCL to repurchase all or any part of such holder’s SCL senior 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.

The cost associated with the early termination of the 4.600% Senior Notes due 2023, including the make-whole premium of $ 131 million and $ 6 million in original issue discount and deferred financing costs, was recorded

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

to loss on modification or early retirement of debt in the condensed consolidated statement of operations, net, during the three months ended September 30, 2021.

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.

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 $ 491 million at exchange rates in effect on September 30, 2021).

During the nine months ended September 30, 2021, SCL drew down $ 48 million and HKD 3.54 billion (approximately $ 455 million at exchange rates in effect on September 30, 2021) under the facility for general corporate purposes.

As of September 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 September 30, 2021) and U.S.

dollar commitments of $ 189 million.

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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.

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 (as defined in the credit agreement), which could 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.

(“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

As of September 30, 2021, Marina Bay Sands Pte.

(“MBS”) had SGD 593 million (approximately $ 436 million at exchange rates in effect on September 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 for SGD 157 million (approximately $ 115 million at exchange rates in effect on September 30, 2021) pursuant to a development agreement.

On September 7, 2021, MBS entered into an amendment letter (the “Second Amendment Letter”) with DBS Bank Ltd.

(“DBS”), as agent.

The Second Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, including by the amendment letter, dated as of June 18, 2020 (the "First Amendment Letter"), the “Facility Agreement”), among MBS, the lenders party thereto, DBS, as the agent, and the other parties thereto.

The Second Amendment Letter (a) extends by one year to (and including) December 31, 2022, the waiver period for the requirement for MBS to comply with the financial covenant provisions under the Facility Agreement such that MBS will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2021 through, and including, December 31, 2022 (the “Waiver Period”);

(b) extends to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project;

and (c) permits MBS to make dividend payments during the Waiver Period of (i) an

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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.

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

Pursuant to the Second Amendment Letter, MBS paid a customary fee to the lenders that consented.

As of September 30, 2021, SGD 3.69 billion (approximately $ 2.71 billion at exchange rates in effect on September 30, 2021) remains available to be drawn under the Singapore Delayed Draw Term Facility.

If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, the Company will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to 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.

As of September 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, 2022 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 respective 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, 2022 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

Nine Months Ended

September 30,

(In millions)

Proceeds from 2027, 2029 and 2031 SCL Senior Notes $ 1,946 $ —

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

Proceeds from 2018 SCL Credit Facility 505 403

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

$ 2,451 $ 1,945

Repayment on 2023 SCL Senior Notes $ ( 1,800 ) $ —

Repayments on 2018 SCL Credit Facility — ( 404 )

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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 as of September 30, 2021 and December 31, 2020, was approximately $ 15.09 billion and $ 15.15 billion, respectively, compared to its contractual value of $ 14.65 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

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checks and investigations of creditworthiness.

Note 4 — Derivative Instruments

During the three months ended September 30, 2021, the Company entered into two foreign currency swap agreements.

The objective of both agreements is to manage the risk of changes in cash flows resulting from foreign currency gains/losses realized upon remeasurement of U.S.

dollar denominated SCL senior notes by swapping a specified amount of Hong Kong dollars for U.S.

dollars at the contractual spot rate.

The terms in one of the contracts did not effectively match the terms of the related SCL senior notes;

thus, it was not designated as hedging (the “Non-Hedging Swap”).

The remaining contract was designated as a hedge of the cash flows related to a portion of the SCL senior notes (the “Hedging Swap,” and together with the Non-Hedging Swap, the “FX Swaps”).

The Non-Hedging Swap and the Hedging Swap have a total notional value of $ 500 million and $ 1.0 billion, respectively, and expire in August 2023 and August 2025, respectively.

The total fair value of the FX Swaps is recorded as an asset in other assets, net.

The fair value of the FX Swaps was estimated using Level 2 inputs from recently reported market transactions of foreign currency exchange rates.

For the Hedging Swap, the changes in fair value of the derivative were recognized as other comprehensive income in the accompanying condensed consolidated balance sheets.

Additionally, the foreign currency gains/losses incurred from the remeasurement of the portion of the SCL senior notes being hedged were also recognized in other comprehensive income.

For the Non-Hedging Swap the changes in fair value of the derivative were recorded in other income in the accompanying condensed consolidated statements of operations.

Note 5 — 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.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accounts receivable, net, consists of the following:

September 30,

2021 December 31,

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Exchange rate impact

Balance at June 30 $ 240 $ 219

Balance at September 30

Customer Contract Related Liabilities

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(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.

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

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

Balance at June 30

Balance at September 30

112 305 63 62 599 645

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____________________

(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.

(1) Of this amount, $ 148 million and $ 152 million as of September 30 and January 1, 2021, respectively, and $ 152 million and $ 154 million as of September 30 and January 1, 2020, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 6 — Equity and Earnings Per Share

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

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Noncontrolling Interests

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

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Note 7 — 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 effective income tax rate from continuing operations was ( 1.6 )% for the nine months ended September 30, 2021, compared to ( 0.2 )% for the nine months ended September 30, 2020.

The effective income tax rate for the nine months ended September 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

During the nine months ended September 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.

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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 8 — Leases

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

Three months ended June 30,

Three months ended September 30,

Mall Other Mall Other

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$ 142 $ — $ 61 $ —

Six months ended June 30,

Nine months ended September 30,

Mall Other Mall Other

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(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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Weidner and David Friedman, who are former executives of the Company.

concessions at the end of 2001.

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

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(“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 claim was for 3.0 billion patacas (approximately $ 374 million at exchange rates in effect on September 30, 2021).

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

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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 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 $ 12.03 billion at exchange rates in effect on September 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.

Defendants appealed the decision granting AAEC’s request and that appeal is currently pending.

On September 2, 2019, the U.S.

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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

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from attending the trial as scheduled.

Defendants and certain witnesses from attending the trial as scheduled.

Plaintiff opposed that motion on April 29, 2021.

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Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending.

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The trial began as scheduled on June 16, 2021.

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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.

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.

On June 28, 2021, the U.S.

Defendants sought clarification of certain aspects of that ruling concerning procedures for written testimony and appealed aspects of that ruling setting limits on written testimony, imposing a deadline for in-person testimony, and rejecting the U.S.

Defendants’ request to have witnesses testify via video conference.

On July 9, 2021, the Macao Judicial Court issued an order clarifying the procedure for written testimony.

Defendants’ appeal on the remainder of the Macao Judicial Court’s June 17, 2021 order is currently pending.

On July 10, 2021, the U.S.

Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on September 30, 2021) based on Plaintiff’s July 15, 2019 amendment of its claim amount.

By motion dated July 20, 2021, the U.S.

Defendants moved the Macao Judicial Court for an order withdrawing that invoice on the grounds that it was procedurally improper and conflicted with rights guaranteed in Macao’s Basic Law.

The Macao Judicial Court denied that motion by order dated September 11, 2021.

Defendants appealed that order on September 23, 2021, and that appeal is currently pending.

On September 6, 2021, Plaintiff notified the Macao Judicial Court that it would not be bringing any additional witnesses to testify in-person on the scheduled hearing dates.

In submissions dated September 6 and September 20, 2021, Defendants notified the Macao Judicial Court that certain witnesses were unable to attend the September hearing dates due to ongoing travel restrictions related to the COVID-19 Pandemic.

By orders dated September 11 and September 23, 2021, the Macao Judicial Court cancelled the various hearing dates scheduled in September.

Trial in the Macao Action resumed on October 8, 2021 with additional in-person hearing dates scheduled during October and December 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.

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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.

Lead Plaintiffs filed an opposition to the motion to dismiss on July 6, 2021, and the defendants filed their reply on August 5, 2021.

All briefing on the motion to dismiss is complete and the motion is pending before the U.S.

District Court.

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.

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Adelson, et al.

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The Company intends to defend this matter vigorously.

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Note 10 — Segment Information

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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:

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 nine months ended June 30, 2021 and 2020, excludes these results.

The Company’s segment information for the three and nine months ended September 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

Three Months Ended September 30, 2021

The Venetian Macao $ 176 $ 18 $ 6 $ 49 $ 4 $ 253

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Total net revenues $ 533 $ 100 $ 42 $ 165 $ 17 $ 857

Three Months Ended June 30, 2020

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

(In millions)

Three Months Ended September 30, 2020

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

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Marina Bay Sands 197 25 22 28 9 281

Intercompany royalties (1)

— — — — 11 11

Intercompany eliminations (2)

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Total net revenues $ 281 $ 35 $ 31 $ 83 $ 16 $ 446

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

(In millions)

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

The Venetian Macao $ 749 $ 61 $ 19 $ 144 $ 11 $ 984

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Total net revenues $ 2,241 $ 311 $ 148 $ 469 $ 57 $ 3,226

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

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

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Total net revenues $ 1,352 $ 181 $ 101 $ 228 $ 63 $ 1,925

____________________

(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.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

____________________

(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.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

2 unchanged sentences

The Venetian Macao $ — $ 1 $ 2 $ 3

The Londoner Macao 1 — 1 —

Ferry Operations and Other 5 4 17 16

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Total intersegment revenues $ 24 $ 17 $ 90 $ 69

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

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Other income (expense) ( 12 ) ( 5 ) ( 19 ) 29

Income tax benefit (expense) 6 31 ( 8 ) 9

Loss on modification or early retirement of debt ( 137 ) — ( 137 ) —

Income tax (expense) benefit 27 ( 5 ) 19 4

Net loss from continuing operations $ ( 594 ) $ ( 664 ) $ ( 1,154 ) $ ( 1,597 )

____________________

(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

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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.

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Not all companies calculate adjusted property EBITDA in the same manner.

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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

(2) During the three months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 3 million and $ 6 million, respectively, of which $ 3 million and $ 4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2021 and 2020, the company recorded stock-based compensation expense of $ 17 million and $ 19 million, respectively, of which $ 9 million and $ 9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended

September 30,

(In millions)

6 unchanged sentences

Sands Macao 4 6

Ferry Operations and Other 1 1

Marina Bay Sands 102 137

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements