What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-04-29 compared with 2021-10-22 · 266 added, 366 removed, 565 unchanged (53% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2022 December 31,

8 unchanged sentences

Total current assets 6,725 5,510

Loan receivable 1,200 —

Property and equipment, net 11,709 11,850

23 unchanged sentences

Capital in excess of par value 6,656 6,646

Accumulated other comprehensive income (loss) ( 32 ) 29

Accumulated other comprehensive loss ( 29 ) ( 22 )

Retained earnings (deficit) 2,382 ( 148 )

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions, except per share data)

Casino $ 627 $ 865

Rooms 100 35 311 181

Food and beverage 53 56

Mall 165 83 469 228

Convention, retail and other 19 23

2 unchanged sentences

Casino 468 578

Rooms 40 28 124 101

Food and beverage 65 71

Mall 17 13 48 41

Convention, retail and other 22 22

7 unchanged sentences

Loss on disposal or impairment of assets 6 3

1,173 969 3,777 3,199

Operating loss ( 302 ) ( 96 )

2 unchanged sentences

Interest expense, net of amounts capitalized ( 156 ) ( 154 )

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

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

Other expense ( 22 ) ( 17 )

Loss from continuing operations before income taxes ( 476 ) ( 266 )

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

Income tax expense ( 2 ) ( 14 )

Net loss from continuing operations ( 478 ) ( 280 )

Income (loss) from discontinued operations, net of income taxes 99 ( 67 ) 75 ( 170 )

Net loss ( 495 ) ( 731 ) ( 1,079 ) ( 1,767 )

Discontinued operations:

Income (loss) from operations of discontinued operations, net of tax 46 ( 62 )

Gain on disposal of discontinued operations, net of tax 2,861 —

Income (loss) from discontinued operations, net of tax 2,907 ( 62 )

Net income (loss) 2,429 ( 342 )

Net loss attributable to noncontrolling interests from continuing operations 101 64

Net loss attributable to Las Vegas Sands Corp.

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

$ 2,530 $ ( 278 )

2 unchanged sentences

Income (loss) from discontinued operations, net of income taxes 3.80 ( 0.08 )

Net loss attributable to Las Vegas Sands Corp.

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

$ 3.31 $ ( 0.36 )

2 unchanged sentences

Income (loss) from discontinued operations, net of income taxes 3.80 ( 0.08 )

Net loss attributable to Las Vegas Sands Corp.

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

$ 3.31 $ ( 0.36 )

5 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions)

Net loss $ ( 495 ) $ ( 731 ) $ ( 1,079 ) $ ( 1,767 )

Net income (loss) $ 2,429 $ ( 342 )

Currency translation adjustment ( 4 ) ( 42 )

Cash flow hedge fair value adjustment ( 6 ) —

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

Total comprehensive income (loss) 2,419 ( 384 )

Comprehensive loss attributable to noncontrolling interests 104 66

Comprehensive loss attributable to Las Vegas Sands Corp.

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

$ 2,523 $ ( 318 )

13 unchanged sentences

(In millions)

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

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

Currency translation adjustment

— — — 36 — — 36

Exercise of stock options

— — 3 — — 1 4

Stock-based compensation

— — 4 — — 1 5

Other — — 1 — — — 1

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

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

6 unchanged sentences

— — 3 — — 1 4

Other — — 1 — — — 1

Dividends declared ($ 0.79 per share) 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

— — — — ( 368 ) ( 127 ) ( 495 )

Currency translation adjustment

— — — ( 24 ) — ( 2 ) ( 26 )

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

Stock-based compensation

— — 5 — — 1 6

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

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

Balance at January 1, 2022 $ 1 $ ( 4,481 ) $ 6,646 $ ( 22 ) $ ( 148 ) $ 252 $ 2,248

— — — — ( 838 ) ( 241 ) ( 1,079 )

Net income (loss) — — — — 2,530 ( 101 ) 2,429

Currency translation adjustment

1 unchanged sentence

Cash flow hedge fair value adjustment — — — ( 4 ) — ( 2 ) ( 6 )

Exercise of stock options

— — 15 — — 4 19

Stock-based compensation

— — 10 — — — 10

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

Balance at March 31, 2022 $ 1 $ ( 4,481 ) $ 6,656 $ ( 29 ) $ 2,382 $ 148 $ 4,677

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In millions)

6 unchanged sentences

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

(Gain) loss on disposal or impairment of assets 5 ( 3 )

Stock-based compensation expense 10 4

Provision for credit losses 4 4

Foreign exchange (gain) loss 22 ( 29 )

Foreign exchange loss 22 16

Deferred income taxes ( 31 ) ( 16 )

8 unchanged sentences

Proceeds from disposal of property and equipment 3 3

Acquisition of intangible assets ( 5 ) —

Acquisition of intangible assets and other ( 12 ) —

Net cash used in investing activities from continuing operations ( 146 ) ( 288 )

1 unchanged sentence

Proceeds from exercise of stock options — 19

Dividends paid and noncontrolling interest payments — ( 911 )

Proceeds from long-term debt (Note 4) 201 505

1 unchanged sentence

Payments of financing costs ( 9 ) ( 8 )

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

Transactions with discontinued operations 4,998 ( 18 )

2 unchanged sentences

Net cash generated from (used in) operating activities 140 ( 5 )

Net cash used in investing activities ( 45 ) ( 80 )

Net cash generated from (used in) investing activities 4,858 ( 17 )

Net cash provided (to) by continuing operations and (used in) financing activities ( 4,998 ) 18

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

Net cash used in discontinued operations — ( 4 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 6 ) ( 12 )

Decrease in cash, cash equivalents and restricted cash ( 436 ) ( 1,844 )

Increase (decrease) in cash, cash equivalents and restricted cash 4,521 ( 12 )

Cash, cash equivalents and restricted cash at beginning of period 1,925 2,137

21 unchanged sentences

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.

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 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.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel.

During February 2022, vaccination requirements for arrivals from certain destinations were tightened.

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 issued within a specified time period 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.

Various 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.

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.

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

In January 2022, the Macao government commenced the roll out of a non-mandatory contact tracing QR code function at a range of businesses including government buildings, restaurants, hotels and other public venues.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes at various times.

The Company’s Macao gaming operations remained open during the three months ended March 31, 2022.

Guest visitation to the properties, however, has been adversely affected during the three months ended March 31, 2022 due to outbreaks in Hong Kong in late January and early February 2022 and in Guangdong province in March 2022, resulting in tighter travel restrictions.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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

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.

2 unchanged sentences

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.

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.

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.

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.

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 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.

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 are operating under pre-pandemic guidelines.

The Macao government announced total visitation from mainland China to Macao increased approximately 9.9% and decreased 76.9% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue decreased approximately 24.8% and 76.7% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019, respectively.

In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for a number of key source markets in November and December of 2021 for vaccinated visitors with a negative COVID-19 test.

Due to the emergence of the Omicron variant, however, new ticket sales for the VTLs were suspended on December 23, 2021 through January 20, 2022.

The VTL program was terminated on March 31, 2022, and the Vaccination Travel Framework (“VTF”) was launched on April 1, 2022, to facilitate the resumption of travel for all travelers, including short-term visitors.

Under the VTF, all fully vaccinated travelers and non-fully vaccinated children aged 12 and below are permitted to enter Singapore, without entry approvals or taking VTL transport.

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.

Under the VTF program, all countries or regions will be classified under a “general travel” or “restricted” category, and individual travelers will be assigned border measures based on their vaccination status.

This allows all fully vaccinated travelers from any country or region to enter Singapore quarantine-free, as long as they have not visited any countries or regions listed as a restricted category in the past seven days.

There are currently no countries or regions on the restricted category list;

however, this government policy may be adjusted in line with any developments to the local and global COVID-19 situation.

Visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic.

The Singapore Tourism Board (“STB”) announced for the three months ended March 31, 2022, total visitation to Singapore increased from approximately 69,000 to 246,000, or 258.2%, as compared to the same period in 2021, while visitation decreased 94.8%, when compared to the same period in 2019.

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 three months ended March 31, 2022.

The duration and intensity of this global health situation 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 2022 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 with some operating at reduced levels due to lower visitation and required safety measures in place during the three months ended March 31, 2022, 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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 to reduced capacity.

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 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 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 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.

Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of March 31, 2022.

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.

3 unchanged sentences

These concession agreements expire on June 26, 2022.

If VML’s subconcession is not

If VML’s subconcession is not 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.

On January 18, 2022, the Macao Legislative Assembly published a draft bill entitled Amendment to Law No.

16/2001 to amend Macao’s gaming law (the “Gaming Law”).

Certain changes to the Gaming Law set out in the draft bill include a reduction in the term of future gaming concessions to ten (10) years;

authorization of up to six (6) gaming concession contracts;

an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $620 million at exchange rates in effect on March 31, 2022);

an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15%;

a requirement that casinos be located in real estate owned by the concessionaire;

and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.

On March 3, 2022, the Macao government announced its intention to extend the term of Macao’s six concession and subconcession contracts from June 26, 2022 until December 31, 2022 in order to ensure sufficient time to complete the amendment to the Gaming Law and conduct a public tender for the awarding of new gaming concessions.

The Macao government invited VML to submit a formal request for an extension along with a commitment to pay up to 47 million patacas (approximately $6 million at exchange rates in effect on March 31, 2022) and provide a bank guarantee to secure the fulfillment of VML’s payment obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

VML submitted its request for an extension on March 14, 2022.

The extension of VML’s subconcession is subject to approval by the Macao government, as well as entering into a subconcession amendment contract with Galaxy Casino Company Limited.

The Company is actively monitoring developments with respect to the Gaming Law amendment and concession renewal process and continues to believe it will be successful in extending the term of its subconcession and/or obtaining a new gaming concession when its current subconcession expires;

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

Under the Company’s Sands China Ltd.

(“SCL”) senior notes indentures, upon the occurrence of any event resulting from any change in the Gaming Law (as defined in the indentures) or any action by the gaming authority after which none of SCL or any of its 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 were owning or managing casino or gaming areas or operating casino games as at the issue date of the 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 would have the right to require the Company to repurchase all or any part of such holder’s SCL senior notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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 under the 2018 SCL Credit Facility 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 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 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.

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.

Marina Bay Sands Gaming License

In April 2022, the Company paid 72 million Singapore dollars ("SGD," approximately $ 53 million at exchange rates in effect at the time of the transaction) to the Singapore Casino Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.

Recent Accounting Pronouncements

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

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

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 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.

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.

Note 2 — Discontinued Operations

On February 23, 2022, the Company completed the previously announced sale of its Las Vegas real property and operations (the “Closing”), including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”), to VICI Properties L.P.

(“PropCo”) and Pioneer OpCo, LLC (“OpCo”) for an aggregate purchase price of approximately $ 6.25 billion (the “Las Vegas Sale”).

Under the terms of the agreements related to the Las Vegas Sale, OpCo acquired 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 (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $ 4.0 billion in cash.

Upon closing, the Company received approximately $ 5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $ 80 million, and recognized a gain on disposal of $ 3.61 billion, before income tax expense of $ 750 million, during the three months ended March 31, 2022.

As there is no continuing involvement between the Company and the Las Vegas Operations, the Company accounted for the transaction as a sale of a business.

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.

The Company reported the operating results and cash flows related to the Las Vegas Operations through February 22, 2022.

Current and non-current assets and liabilities of the Las Vegas Operations as of December 31, 2021, are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale.

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

Contingent Lease Support Agreement

On February 23, 2022, in connection with the Closing, the Company and OpCo entered 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

September 30,

2021 December 31,

The Support Payments are payable on a monthly basis following the 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 $ 426 million for the period beginning on the date of the Closing and ending December 31, 2022 and $ 500 million for the period beginning January 1, 2023 and ending December 31, 2023.

The Company’s payment obligations are subject to an annual cap equal to $ 213 million for the annual period beginning on the date of the Closing and ending December 31, 2022 and $ 250 million for the annual period beginning January 1, 2023 and ending December 31, 2023.

Each monthly Support Payment is subject to a prorated cap based on the annual cap.

No Support Payments were made for the period post-Closing through March 31, 2022.

Seller Financing Loan Agreement

At the Closing, the Company, as lender, OpCo, as borrower, the parent company of OpCo (“Holdings”) and certain subsidiaries of OpCo as guarantors party thereto (collectively, and with Holdings, the “Guarantors” and, together with OpCo in its capacity as borrower, the “Loan Parties”), entered into the Seller Financing Loan Agreement.

Refer to “Note 3 — Loan Receivable” for further information.

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operation:

(In millions)

Cash and cash equivalents $ 55

Accounts receivable, net of provision for credit losses of $ 54 and $ 59

Accounts receivable, net of provision for credit losses of $ 58

Inventories 9

3 unchanged sentences

Total held for sale assets in the balance sheet $ 3,303

$ 3,255 $ 3,222

Accounts payable $ 24

5 unchanged sentences

Total held for sale liabilities in the balance sheet $ 821

____________________

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

LAS VEGAS SANDS CORP.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions) (In millions)

(In millions)

Casino $ 61 $ 53

Rooms 142 41 294 177

Food and beverage 43 24

4 unchanged sentences

General and administrative 55 75

Corporate — — — 1

Depreciation and amortization — 25

2 unchanged sentences

Interest expense ( 2 ) ( 3 )

Other income (expense) ( 1 ) 1 — 1

Other expense ( 3 ) ( 1 )

Income (loss) from operations of discontinued operations 58 ( 78 )

Gain on disposal of discontinued operations 3,611 —

Income (loss) from discontinued operations, before income tax 3,669 ( 78 )

2 unchanged sentences

Adjusted Property EBITDA $ 63 $ ( 47 )

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) Includes the Las Vegas Operations financial results for the period from January 1, 2022 through February 22, 2022.

For the 53-day period ended February 22, 2022 and for the three months ended March 31, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale.

The Company applied the intraperiod 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 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 Company’s effective income tax rate from discontinued operations was 20.8 % for the 53-day period ended February 22, 2022 .

This compares to a ( 20.5 )% effective income tax rate from discontinued operations for the three months ended March 31, 2021, which reflects the application of the “with and without” approach consistent with intraperiod tax allocation rules.

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

The cash income tax expense as if the discontinued operations was a standalone enterprise and a separate taxpayer is $ 803 million.

The Company files a U.S.

consolidated income tax return inclusive of the discontinued operations which allows the income from discontinued operations to utilize net operating loss carryforwards and operating losses from continuing operations, U.S.

foreign tax credits and charitable contribution carryforwards.

As of March 31, 2022, the Company recorded a U.S.

cash tax payable of $ 615 million inclusive of the gain on sale of the Las Vegas Operations, which is due in quarterly installments on April 18, June 15, September 15, and December 15, 2022.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Loan Receivable

Seller Financing Loan Agreement

At the Closing, the Company and the Loan Parties entered into the Seller Financing Loan Agreement.

The Seller Financing Loan Agreement provides for a six -year senior secured term loan facility in an aggregate principal amount of $ 1.20 billion (the “Seller Loan”) at the date of the Closing.

The Seller Loan is guaranteed by the Guarantors and secured by a first-priority lien on substantially all of the Loan Parties’ assets (subject to customary exceptions and limitations), including a leasehold mortgage from OpCo over certain real estate that was sold to PropCo at the Closing and leased by OpCo.

The Seller Loan will bear interest at a rate equal to 1.50 % per annum for the calendar years ending December 31, 2022 and 2023, and 4.25 % per annum for each calendar year thereafter, subject to an increase of 1.00 % per annum for any interest OpCo elects to pay by increasing the principal amount of the Seller Loan prior to January 1, 2024, and an increase of 1.50 % per annum for any such election during the calendar year ending December 31, 2024.

Any interest to be paid after December 31, 2024, will be paid in cash.

The Seller Financing Loan Agreement contains certain customary representations and warranties and covenants, subject to customary exceptions and thresholds.

The Seller Financing Loan Agreement’s negative covenants restrict the ability of the Loan Parties and their subsidiaries to, among other things, (i) incur debt, (ii) create certain liens on their assets, (iii) dispose of their assets, (iv) make investments or restricted payments, including dividends, (v) merge, liquidate, dissolve, change their business or consolidate with other entities and (vi) enter into affiliate transactions.

The Seller Financing Loan Agreement also contains customary events of default, including payment defaults, cross defaults to material debt, bankruptcy and insolvency, breaches of covenants and inaccuracy of representations and warranties, subject to customary grace periods.

Upon an event of default, the Company may declare any then-outstanding amounts due and payable and exercise other customary remedies available to a secured lender.

Loan receivables are carried at the outstanding principal amount.

A provision for credit loss on loan receivables is established when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.

The Company determines this by considering several factors, including the credit risk and current financial condition of the borrower, the borrower’s ability to pay current obligations, historical trends, and economic and market conditions.

The Company performs a credit quality assessment on the loan receivable on a quarterly basis and reviews the need for an allowance under Accounting Standards Update No.

The Company evaluates the extent and impact of any credit deterioration that could affect the performance and the value of the secured property, as well as the financial and operating capability of the borrower.

The Company also evaluates and considers the overall economic environment, casino and hospitality industry and geographic sub-market in which the secured property is located.

Based on the Company’s assessment of the credit quality of the loan receivable, the Company believes it will collect all contractual amounts due under the loan.

Accordingly, no provision for credit losses on the loan receivable was established as of March 31, 2022.

Interest income is recorded on an accrual basis at the stated interest rate and is recorded in interest income in the accompanying condensed consolidated statements of operations.

The carrying value of the loan receivable is $ 1.20 billion as of March 31, 2022, which approximates fair value.

Interest income recognized on the loan was $ 2 million during the three months ended March 31, 2022.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 — Long-Term Debt

Long-term debt consists of the following:

September 30,

2022 December 31,

2 unchanged sentences

Related (1) :

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 9 and $ 11 , respectively)

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 8 )

$ 1,742 $ 1,742

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

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) :

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

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

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 8 )

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

Macao Related (1) :

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 8 and $ 9 , respectively)

2 unchanged sentences

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 15 )

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

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 )

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

2018 SCL Credit Facility — Revolving 950 753

6 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 83 million and $ 81 million as of March 31, 2022 and December 31, 2021, 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.

(2) Includes finance leases related to Macao and Singapore of $ 21 million and $ 1 million as of March 31, 2022, respectively, and $ 24 million and $ 1 million as of December 31, 2021, respectively.

LAS VEGAS SANDS CORP.

2 unchanged sentences

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.

As of March 31, 2022, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

SCL Senior Notes

On 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.

AND SUBSIDIARIES

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.

On February 16, 2022, Standard & Poor’s downgraded the credit rating for the Company and SCL to BB+.

As a result of the downgrade, the coupon on each series of the outstanding SCL Senior Notes will increase by 0.25 % per annum, with such increase becoming effective on the first interest payment date after February 16, 2022.

This will result in an increase of $ 9 million in interest expense for the year ended December 31, 2022 and $ 18 million for each year thereafter through 2024, at which time this will decrease as the SCL Senior Notes are repaid based on each of their set maturity dates.

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 $ 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.

During the three months ended March 31, 2022, SCL drew down $ 19 million and 1.42 billion Hong Kong dollars (“HKD,” approximately $ 182 million at exchange rates in effect on March 31, 2022) under the facility for general corporate purposes.

As of March 31, 2022, SCL had $ 1.54 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 10.90 billion (approximately $ 1.39 billion at exchange rates in effect on March 31, 2022) and U.S.

dollar commitments of $ 147 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 4.0 x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date;

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

Pursuant to the 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 (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 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

As of March 31, 2022, Marina Bay Sands Pte.

(“MBS”) had SGD 593 million (approximately $ 438 million at exchange rates in effect on March 31, 2022) 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 153 million (approximately $ 113 million at exchange rates in effect on March 31, 2022) pursuant to a development agreement.

On February 9, 2022, MBS entered into the Fourth Amendment and Restatement Agreement (the “Fourth Amendment Agreement”) with DBS Bank Ltd., as agent and security trustee.

The Fourth Amendment Agreement amended and restated the facility agreement, dated as of June 25, 2012 (as amended, the “Existing Facility Agreement”).

Pursuant to the Fourth Amendment Agreement, the Existing Facility Agreement was amended to update the terms therein that provide for a transition away from the Swap Offer Rate (“SOR”) as a benchmark interest rate and the replacement of SOR by a replacement benchmark interest rate or mechanism.

Under the Fourth Amendment Agreement, outstanding loans bear interest at the Singapore Overnight Rate Average (“SORA”) with a credit spread adjustment of 0.19 % per annum, plus an applicable margin ranging from 1.15 % to 1.85 % per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at approximately 2.3 % as of March 31, 2022).

During 2021, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to March 31, 2022, 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 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 March 31, 2022 deadline.

As of March 31, 2022, there is SGD 3.69 billion (approximately $ 2.73 billion at exchange rates in effect on March 31, 2022) left of total borrowing capacity, which is only available to be drawn under the Singapore Delayed Draw Term Facility after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders.

The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 September 30, 2021, management believes the Company was in compliance with all debt covenants.

As of March 31, 2022, 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 will pursue additional waivers to meet the required financial covenant ratios for periods beyond the current covenant waiver periods, if deemed necessary.

Cash Flows from Financing Activities

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

Nine Months Ended

September 30,

Three Months Ended

(In millions)

Proceeds from 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 $ 201 $ 505

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 )

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

2 unchanged sentences

Fair Value of Long-Term Debt

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 as of March 31, 2022 and December 31, 2021, was approximately $ 14.35 billion and $ 15.06 billion, respectively, compared to its contractual value of $ 15.08 billion and $ 14.90 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).

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

2 unchanged sentences

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

The Company also extends credit to gaming promoters in Macao.

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

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

Accounts receivable primarily consists of casino receivables.

4 unchanged sentences

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.

The reserve percentages are based

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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:

September 30,

2022 December 31,

6 unchanged sentences

Current period provision for credit losses

( 20 ) ( 33 )

Exchange rate impact

Balance at September 30

Balance at March 31

Customer Contract Related Liabilities

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Balance at January 1 $ 74 $ 197 $ 61 $ 62 $ 618 $ 633

Balance at September 30

Balance at March 31

57 153 63 62 587 610

1 unchanged sentence

____________________

(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.

(1) Of this amount, $ 145 million as of March 31 and January 1, 2022 and $ 152 million as of March 31 and January 1, 2021, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Note 6 — Other Accrued Liabilities

Other accrued liabilities consist of the following:

2022 December 31,

(In millions)

Customer deposits $ 454 $ 470

Payroll and related 164 253

Taxes and licenses 103 143

Accrued interest payable 73 157

Outstanding chip liability 57 74

Other accruals 240 237

$ 1,091 $ 1,334

Note 7 — Earnings (Loss) Per Share

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions)

4 unchanged sentences

Note 8 — Income Taxes

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 effective income tax rate from continuing operations was 0.4 % for the three months ended March 31, 2022, compared to 5.3 % for the three months ended March 31, 2021.

The effective income tax rate for the three months ended March 31, 2022, 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 26, 2022.

During the nine months ended September 30, 2021, the Company recorded a valuation allowance of $ 20 million related to certain U.S.

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

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

5 unchanged sentences

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

Three months ended September 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 124 $ — $ 132 $ —

Overage rents 34 — 7 —

Rent concessions (1)

( 16 ) — ( 78 ) —

Total overage rents and rent concessions 18 — ( 71 ) —

$ 142 $ — $ 61 $ —

Nine months ended September 30,

Mall Other Mall Other

Three months ended March 31,

(In millions)

5 unchanged sentences

___________________

(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.

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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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

concessions at the end of 2001.

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

1 unchanged sentence

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

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

The claim was for 3.0 billion patacas (approximately $ 372 million at exchange rates in effect on March 31, 2022).

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

1 unchanged sentence

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

On March 24, 2014, the Macao Judicial Court issued a decision 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.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

against the U.S.

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

8 unchanged sentences

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

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 12.03 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 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 $ 11.96 billion at exchange rates in effect on March 31, 2022), 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.

23 unchanged sentences

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

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The trial began as scheduled on June 16, 2021.

8 unchanged sentences

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.

Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on March 31, 2022) based on Plaintiff’s

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

July 15, 2019 amendment of its claim amount.

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

2 unchanged sentences

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

By order dated September 29, 2021, the Macao Judicial Court ordered that the invoice for supplemental court fees be stayed pending resolution of that appeal.

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.

In submissions dated September 6 and September 20, 2021, the U.S.

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.

The Company intends to defend this matter vigorously.

The Macao Judicial Court heard additional testimony on October 8, 11, and 15, and December 14 and 15, 2021.

Certain witnesses who were not able to enter Macao due to ongoing COVID-19 travel restrictions presented testimony in writing.

On December 15, 2021, the U.S.

Defendants sought to initiate a proceeding to impeach the testimony of certain witnesses offered by Plaintiff, and the Macao Judicial Court admitted that incident and ordered Plaintiff to produce its shareholder registry.

By notice dated December 16, 2021, Plaintiff appealed the order to produce its shareholder registry, and that appeal is currently pending.

From December 17, 2021 to January 19, 2022, Plaintiff submitted additional documents to the court file and disclosed written reports from two purported experts, who calculated Plaintiff’s damages at 57.88 billion patacas and 62.29 billion patacas (approximately $ 7.18 billion and $ 7.73 billion, respectively, at exchange rates in effect on March 31, 2022).

In response, the U.S.

Defendants moved to exclude those materials or, in the alternative, to require additional testimony from relevant witnesses.

By order dated January 19, 2022, the Macao Judicial Court denied the U.S.

Defendants’ motion and ruled that the materials could be included in the court file with the probative value of their contents to be determined by the Court.

Plaintiff presented its factual summation on January 21, 2022.

On January 26, 2022, the U.S.

Defendants presented their factual summation, and Plaintiff and the U.S.

Defendants presented rebuttal summations.

The Macao Judicial Court announced its proposed findings on disputed facts at a February 15, 2022 hearing.

The Plaintiff filed its brief on points of law with the Macao Judicial Court on March 1, 2022, and the U.S.

Defendants filed their brief on points of law on March 10, 2022.

On April 28, 2022, the Macao Judicial Court entered a judgment for the U.S.

The Macao Judicial Court also held that Plaintiff litigated certain aspects of its case in bad faith.

The Daniels Family 2001 Revocable Trust v.

17 unchanged sentences

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.

On March 28, 2022, the U.S.

District Court entered an order dismissing the amended complaint in its entirety.

District Court dismissed certain claims with prejudice but granted Lead Plaintiffs leave to amend the complaint with respect to the other claims by April 18, 2022.

On April 8, 2022, Lead Plaintiffs filed a

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Motion for Reconsideration and to Extend Time to File the Amended Complaint, requesting the U.S.

District Court reconsider certain aspects of its March 28, 2022 order, and to extend the deadline for Lead Plaintiffs to file an amended complaint.

The defendants filed an opposition to the motion on April 22, 2022.

On April 18, 2022, Lead Plaintiffs filed a second amended complaint.

The Company intends to defend this matter vigorously.

Adelson, et al.

28 unchanged sentences

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 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 September 30, 2021

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

The Londoner Macao 80 22 6 13 2 123

The Parisian Macao 75 12 4 10 1 102

The Plaza Macao and Four Seasons Macao 44 11 3 52 1 111

Sands Macao 16 2 2 — — 20

Ferry Operations and Other — — — — 7 7

391 65 21 124 15 616

Marina Bay Sands 142 35 21 41 10 249

Intercompany royalties (1)

— — — — 16 16

Intercompany eliminations (2)

— — — — ( 24 ) ( 24 )

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

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 months ended March 31, 2022 and 2021, excludes these results.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s segment information as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021 is as follows:

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

(In millions)

Three Months Ended September 30, 2020

Three Months Ended March 31, 2022

The Venetian Macao $ 157 $ 16 $ 6 $ 44 $ 4 $ 227

7 unchanged sentences

Intercompany royalties — — — — 22 22

— — — — 11 11

Intercompany eliminations (1)

1 unchanged sentence

Total net revenues $ 627 $ 95 $ 53 $ 149 $ 19 $ 943

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2021

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

7 unchanged sentences

Intercompany royalties — — — — 25 25

— — — — 66 66

Intercompany eliminations (1)

1 unchanged sentence

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

Nine Months Ended September 30, 2020

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

The Londoner Macao 129 29 12 25 7 202

The Parisian Macao 111 18 9 16 4 158

The Plaza Macao and Four Seasons Macao 101 6 4 39 1 151

Sands Macao 80 3 3 1 1 88

Ferry Operations and Other — — — — 22 22

____________________

Marina Bay Sands 643 100 65 73 35 916

Intercompany royalties (1)

— — — — 46 46

Intercompany eliminations (2)

— — — ( 1 ) ( 68 ) ( 69 )

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

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

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

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions)

1 unchanged sentence

The Venetian Macao $ 2 $ 1

The Londoner Macao 1 — 1 —

Ferry Operations and Other 5 5

2 unchanged sentences

Total intersegment revenues $ 29 $ 32

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(In millions)

6 unchanged sentences

Ferry Operations and Other ( 1 ) ( 3 )

32 ( 233 ) 264 ( 478 )

Marina Bay Sands 121 144

Consolidated adjusted property EBITDA (1)

47 ( 163 ) 535 ( 239 )

Other Operating Costs and Expenses

Stock-based compensation (2)

— ( 2 ) ( 8 ) ( 10 )

Corporate ( 59 ) ( 49 )

8 unchanged sentences

Interest expense, net of amounts capitalized ( 156 ) ( 154 )

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

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

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

Other expense ( 22 ) ( 17 )

Income tax expense ( 2 ) ( 14 )

Net loss from continuing operations $ ( 478 ) $ ( 280 )

1 unchanged sentence

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

5 unchanged sentences

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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,

(2) During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $ 14 million and $ 7 million, respectively, of which $ 9 million and $ 2 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Three Months Ended

(In millions)

6 unchanged sentences

Sands Macao 1 2

Ferry Operations and Other 1 1

Marina Bay Sands 50 23

Total capital expenditures $ 137 $ 291

2022 December 31,

(In millions)

Corporate and Other $ 7,257 $ 1,357

The Venetian Macao 1,935 2,087

The Londoner Macao 4,410 4,494

The Parisian Macao 1,907 1,962

The Plaza Macao and Four Seasons Macao 1,073 1,145

Sands Macao 225 253

Ferry Operations and Other 142 132

Marina Bay Sands 5,298 5,326

Total assets $ 22,247 $ 16,756

LAS VEGAS SANDS CORP.

1 unchanged sentence

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