What changed in this filing

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Item 1. Financial Statements

2022-07-22 compared with 2022-04-29 · 233 added, 161 removed, 670 unchanged (37% of the section changed)

51 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

(In millions, except per share data)

Casino $ 709 $ 843 $ 1,336 $ 1,708

Rooms 97 115 192 211

Food and beverage 63 50 116 106

Mall 148 148 297 304

Convention, retail and other 28 17 47 40

2 unchanged sentences

Casino 445 574 913 1,152

Rooms 41 42 84 84

Food and beverage 73 60 138 131

Mall 19 16 37 31

Convention, retail and other 24 19 46 41

7 unchanged sentences

Loss on disposal or impairment of assets — 11 6 14

1,192 1,312 2,437 2,604

Operating loss ( 147 ) ( 139 ) ( 449 ) ( 235 )

2 unchanged sentences

Interest expense, net of amounts capitalized ( 162 ) ( 158 ) ( 318 ) ( 312 )

Other expense ( 22 ) ( 17 )

Other income (expense) ( 9 ) 10 ( 31 ) ( 7 )

Loss from continuing operations before income taxes ( 304 ) ( 286 ) ( 780 ) ( 552 )

Income tax expense ( 2 ) ( 14 )

Income tax (expense) benefit ( 110 ) 6 ( 112 ) ( 8 )

Net loss from continuing operations ( 414 ) ( 280 ) ( 892 ) ( 560 )

2 unchanged sentences

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

Adjustment to gain on disposal of discontinued operations, net of tax ( 3 ) — ( 3 ) —

Income (loss) from discontinued operations, net of tax ( 3 ) 38 2,904 ( 24 )

3 unchanged sentences

$ ( 290 ) $ ( 192 ) $ 2,240 $ ( 470 )

Earnings (loss) per share - basic:

Loss from continuing operations $ ( 0.49 ) $ ( 0.28 )

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

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

$ 3.31 $ ( 0.36 )

Earnings (loss) per share - diluted:

Earnings (loss) per share - basic and diluted:

Loss from continuing operations $ ( 0.38 ) $ ( 0.30 ) $ ( 0.87 ) $ ( 0.59 )

3 unchanged sentences

Weighted average shares outstanding:

Basic 764 764

Diluted 764 764

Basic and diluted 764 764 764 764

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

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

(In millions)

20 unchanged sentences

(In millions)

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

Net loss — — — — ( 192 ) ( 50 ) ( 242 )

Currency translation adjustment

— — — 5 — 1 6

Stock-based compensation

— — 5 — — — 5

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

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

6 unchanged sentences

— — 8 — — 1 9

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

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

Net loss — — — — ( 290 ) ( 127 ) ( 417 )

Currency translation adjustment

— — — ( 61 ) — — ( 61 )

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

Stock-based compensation

— — 10 — — 1 11

Tax withholding on vesting of equity awards — — ( 1 ) — — — ( 1 )

Balance at June 30, 2022 $ 1 $ ( 4,481 ) $ 6,665 $ ( 86 ) $ 2,092 $ 24 $ 4,215

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

2 unchanged sentences

— — — ( 64 ) — ( 1 ) ( 65 )

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

Stock-based compensation

— — 20 — — 1 21

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

Tax withholding on vesting of equity awards — — ( 1 ) — — — ( 1 )

Balance at June 30, 2022 $ 1 $ ( 4,481 ) $ 6,665 $ ( 86 ) $ 2,092 $ 24 $ 4,215

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In millions)

6 unchanged sentences

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

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

Loss on disposal or impairment of assets 5 6

Stock-based compensation expense 20 9

15 unchanged sentences

Proceeds from exercise of stock options — 19

Tax withholding on vesting of equity awards ( 1 ) —

Proceeds from long-term debt (Note 4) 700 505

4 unchanged sentences

Cash flows from discontinued operations:

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

Net cash generated from operating activities 149 78

Net cash generated from (used in) investing activities 4,883 ( 28 )

7 unchanged sentences

Cash, cash equivalents and restricted cash at end of period for continuing operations $ 6,468 $ 2,073

Supplemental disclosure of cash flow information from continuing operations:

Supplemental disclosure of cash flow information

Cash payments for interest, net of amounts capitalized $ 278 $ 290

17 unchanged sentences

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.

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.

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 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

Following an outbreak in Macao in mid-June, the Macao government announced a series of preventative measures.

These included closure of a range of government, public and social facilities, with restaurants only permitted to offer take away services.

Residential and commercial buildings with confirmed COVID-19 cases have been required to implement various levels of access control.

In addition to the health safeguards already in place, the government has implemented a series of mass nucleic acid and rapid antigen tests for the general population.

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

The Company’s Macao gaming operations remained open during the six months ended June 30, 2022.

Guest visitation to the properties, however, was adversely affected during the six months ended June 30, 2022 due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.

On July 9, 2022, the Macao government issued executive order 115/2022 ordering casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control a recent outbreak of COVID-19 in Macao.

On July 16, 2022, the Macao government announced an extension of this executive order through July 22.

On July 20, 2022, the Macao government announced a consolidation period, which would start on July 23, 2022 and end on July 30, 2022 whereby certain business activities will be allowed to resume limited operations, clarifying that casino operations could resume but with a maximum capacity of 50% of casino staff working at any point in time.

The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the six months ended June 30, 2022 and in June in particular the Company has provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

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

1 unchanged sentence

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 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.

The Macao government announced total visitation from mainland China to Macao decreased approximately 12.2% and 78.1%, during the six months ended June 30, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue decreased approximately 46.4% and 82.4%, during the six months ended June 30, 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.

The VTL program was terminated on March 31, 2022, and the Vaccinated 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 and starting April 26, 2022, these travelers are no longer required to take a COVID-19 test before departing for Singapore.

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.

however, visitation has since increased since restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 119,000 in 2021 to 1.5 million in 2022 on a year-to-date basis, while visitation decreased 83.9% 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 six months ended June 30, 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.

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 six months ended June 30, 2022, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continue to evolve.

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

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $ 6.43 billion and access to $ 1.50 billion, $ 1.54 billion and $ 438 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL

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 $ 6.45 billion and access to $ 1.50 billion, $ 1.04 billion and $ 423 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of June 30, 2022.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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

1 unchanged sentence

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one.

These concession agreements expire on June 26, 2022.

If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and 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;

On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession has been extended from June 26, 2022 to December 31, 2022.

VML paid the Macao government 47 million patacas (approximately $ 6 million at exchange rates in effect on June 30, 2022) and will provide a bank guarantee by September 23, 2022 of 2.31 billion patacas (approximately $ 286 million at exchange rates in effect on June 30, 2022) to secure the fulfillment of VML's paym ent obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

In order to enable VML to fulfill the relevant requirements to become eligible to obtain the subconcession extension as mentioned above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian Orient Limited (“VOL”) entered into a letter of undertaking (“Undertakings”), pursuant to which each of VML, VCL and VOL has undertaken, pursuant to article 40 of the Gaming Law and article 43 of VML’s subconcession agreement, to revert to the Macao government relevant gaming equipment and gaming areas (as identified in the Undertakings) without compensation and free of any liens or charges upon the expiry of the term of the subconcession extension period.

The total casino areas and supporting areas subject to reversion is approximately 136,000 square meters, representing approximately 4.7 % of the total property area of these entities.

On June 21, 2022, the Macao Legislative Assembly passed a draft bill entitled Amendment to Law No.

16/2001 to amend Macao’s gaming law, which was published in the Macao Official Gazette on June 22, 2022 as Law No.

7/2022, and became effective on June 23, 2022 (the "Gaming Law").

Certain changes to the Gaming Law 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 minimum capital contribution of concessionaires to 5 billion patacas (approximately $619 million at exchange rates in effect on June 30, 2022) ;

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

1 unchanged sentence

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;

On July 5, 2022, the Macao government published Administrative Regulation No.

28/2022 – Amendment of Administrative Regulation No.

26/2001, which sets forth the regulations governing the upcoming tender for gaming concessions in Macao.

The regulation includes details on the process of bidding for the gaming concessions, qualifications of the companies bidding and the criteria for granting them.

The Company 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”).

(“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 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 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").

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

3 unchanged sentences

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 subconcession not being further extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of the Company's debt would have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

The Company intends to follow the process for a concession renewal as indicated above.

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.

Subsequent Event

On July 11, 2022, the Company entered into an intercompany term loan agreement with SCL, a related party, in the amount of $ 1.0 billion, which is repayable on July 11, 2028.

In the first two years from July 11, 2022, SCL will have the option to elect to pay cash interest at 5 % per annum or payment-in-kind interest at 6 % per annum by adding the amount of such interest to the then-outstanding principal amount of the loan, following which only cash interest at 5 % per annum will be payable.

This loan is unsecured, subordinated to all third party unsecured indebtedness and other obligations of SCL and its subsidiaries and is eliminated in consolidation.

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)

Note 2 — Discontinued Operations

2 unchanged sentences

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.

Upon closing, the Company received approximately $ 5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $ 77 million, and recognized a gain on disposal of $ 3.61 billion, before income tax expense of $ 750 million, during the six months ended June 30, 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.

6 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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 $ 250 million for the period beginning July 1, 2022 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 $ 125 million for the annual period beginning July 1, 2022 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.

No Support Payments were made for the period post-Closing through June 30, 2022.

Seller Financing Loan Agreement

1 unchanged sentence

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 (1)

(In millions)

Casino $ — $ 110 $ 61 $ 163

Rooms — 107 78 152

Food and beverage — 52 43 76

8 unchanged sentences

Interest expense — ( 4 ) ( 2 ) ( 7 )

Other expense ( 3 ) ( 1 )

Other income (expense) — 2 ( 3 ) 1

Income (loss) from operations of discontinued operations — 48 58 ( 30 )

Gain on disposal of discontinued operations — — 3,611 —

Adjustment to gain on disposal of discontinued operations (2)

( 3 ) — ( 3 ) —

Income (loss) from discontinued operations, before income tax ( 3 ) 48 3,666 ( 30 )

4 unchanged sentences

(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.

(2) Relates to the finalization of the working capital adjustment pursuant to the terms of the related agreements.

For the 53-day period ended February 22, 2022 and for the six months ended June 30, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale.

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

1 unchanged sentence

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

The Company’s effective income tax rate from discontinued operations was 20.8 % 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.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s effective income tax rate from discontinued operations was 20.8 % and ( 20.0 )% for the six months ended June 30, 2022 and 2021, respectively, 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.

3 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of June 30, 2022, the Company recorded a U.S.

cash tax payable of $ 282 million inclusive of the gain on sale of the Las Vegas Operations, after the payment of two installments in April and June, 2022 totaling $ 324 million, with the remaining installments to be paid on September 15 and December 15, 2022.

Note 3 — Loan Receivable

16 unchanged sentences

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.

Accordingly, no provision for credit losses on the loan receivable was established as of June 30, 2022.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

The carrying value of the loan receivable is $ 1.20 billion as of June 30, 2022, compared to its estimated fair value of $ 1.10 billion.

The fair value is estimated based on level 2 inputs and reflects the increase in market interest rates since finalizing the terms of the loan receivable at a fixed interest rate on March 2, 2021.

Interest income recognized on the loan was $ 4 million and $ 6 million during the three and six months ended June 30, 2022, respectively.

LAS VEGAS SANDS CORP.

7 unchanged sentences

Related (1) :

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

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively)

$ 1,743 $ 1,742

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

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

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 7 and $ 8 , respectively)

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

1 unchanged sentence

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

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 6 )

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

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

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 6 , respectively)

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

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 14 and $ 15 , 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 $ 8 and $ 9 , respectively)

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

7 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 73 million and $ 81 million as of June 30, 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 June 30, 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 March 31, 2022, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

As of June 30, 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 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.

On February 16 and June 16, 2022, Standard & Poor’s (“S&P”) and Fitch, respectively, downgraded the credit rating for the Company and SCL to BB+.

As a result of the downgrades, the coupon on each series of the outstanding SCL Senior Notes will increase by 0.50 % per annum, with a 0.25 % per annum increase becoming effective on the first interest payment date after February 16, 2022 as it relates to S&P and an additional 0.25 % increase per annum after June 16, 2022 as it relates to Fitch.

This will result in an increase of $ 16 million in interest expense for the year ended December 31, 2022 and $ 36 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

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.

During the six months ended June 30, 2022, SCL drew down $ 67 million and 4.96 billion Hong Kong dollars (“HKD,” approximately $ 632 million at exchange rates in effect on June 30, 2022) under the facility for general corporate purposes.

As of June 30, 2022, SCL had $ 1.04 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 7.36 billion (approximately $ 938 million at exchange rates in effect on June 30, 2022) and U.S.

dollar commitments of $ 99 million.

2012 Singapore Credit Facility

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.

As of June 30, 2022, Marina Bay Sands Pte.

(“MBS”) had SGD 590 million (approximately $ 423 million at exchange rates in effect on June 30, 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 $ 110 million at exchange rates in effect on June 30, 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.

1 unchanged sentence

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.

1 unchanged sentence

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.

As of June 30, 2022, there is SGD 3.69 billion (approximately $ 2.65 billion at exchange rates in effect on June 30, 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.

3 unchanged sentences

Debt Covenant Compliance

As of March 31, 2022, management believes the Company was in compliance with all debt covenants.

As of June 30, 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.

3 unchanged sentences

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

Three Months Ended

Six Months Ended

(In millions)

4 unchanged sentences

Fair Value of Long-Term Debt

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 as of June 30, 2022 and December 31, 2021, was approximately $ 13.31 billion and $ 15.06 billion, respectively, compared to its contractual value of $ 15.47 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).

27 unchanged sentences

Current period provision for credit losses

( 24 ) ( 19 )

Exchange rate impact

Balance at March 31

Balance at June 30

Customer Contract Related Liabilities

8 unchanged sentences

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

Balance at March 31

Balance at June 30

68 139 63 62 574 607

1 unchanged sentence

____________________

(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.

(1) Of this amount, $ 144 million and $ 145 million as of June 30 and January 1, 2022, respectively, and $ 151 million and $ 152 million as of June 30 and January 1, 2021, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 6 — Earnings (Loss) Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

(In millions)

4 unchanged sentences

Note 7 — Income Taxes

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

The Company’s effective income tax rate from continuing operations was 14.4 % for the six months ended June 30, 2022, compared to 1.4 % for the six months ended June 30, 2021.

The effective income tax rate for the six months ended June 30, 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 received an income tax exemption on gaming operations through June 26, 2022.

In July 2022, VML requested an additional extension of the income tax exemption for gaming operations through December 31, 2022;

however, there is no assurance VML will receive the additional extension.

In accordance with the interim accounting guidance, the Company calculated an estimated annual effective tax rate that is based on expected annual income and statutory rates in the jurisdictions in which the Company operates.

This estimated annual effective tax rate is applied to actual year-to-date operating results to determine the provision for income taxes.

For the three months ended June 30, 2022, the combination of losses in the U.S.

and Macao and taxable income in Singapore resulted in a tax expense of $ 110 million on a loss before income taxes of $ 304 million.

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

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

5 unchanged sentences

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

Three months ended March 31,

Three Months Ended June 30,

Mall Other Mall Other

(In millions)

5 unchanged sentences

$ 126 $ 1 $ 126 $ 1

Six Months Ended June 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 250 $ 1 $ 257 $ 1

Overage rents 26 — 34 —

Rent concessions (1)

( 24 ) — ( 37 ) —

Total overage rents, rent concessions and other 2 — 3 —

$ 252 $ 1 $ 260 $ 1

___________________

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

14 unchanged sentences

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

The claim was for 3.0 billion patacas (approximately $ 371 million at exchange rates in effect on June 30, 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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

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 $ 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 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 $ 11.93 billion at exchange rates in effect on June 30, 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.

1 unchanged sentence

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

On September 2, 2019, the U.S.

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

On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S.

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

Defendants appealed that deferral on September 17, 2019.

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

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

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

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

and two of the U.S.

Defendants’ former executives, individually.

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

On June 18, 2020, the U.S.

18 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 March 31, 2022) based on Plaintiff’s

Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on June 30, 2022) based on Plaintiff’s July 15, 2019 amendment of its claim amount.

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

Defendants moved the Macao

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

July 15, 2019 amendment of its claim amount.

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

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

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

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

1 unchanged sentence

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, 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.

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

3 unchanged sentences

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).

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 $ 7.16 billion and $ 7.71 billion, respectively, at exchange rates in effect on June 30, 2022).

In response, the U.S.

11 unchanged sentences

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

Plaintiff filed a notice of appeal from the Macao Judicial Court’s judgment on May 13, 2022, and that appeal is currently pending.

Management has determined that, based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

The Company intends to defend this matter vigorously.

The Daniels Family 2001 Revocable Trust v.

20 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

On April 8, 2022, Lead Plaintiffs filed a 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.

1 unchanged sentence

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

On May 18, 2022, the defendants filed a motion to dismiss the second

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

amended complaint.

Lead Plaintiffs filed an opposition to the motion to dismiss on June 17, 2022, and the defendants filed their reply on July 8, 2022.

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.

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

The operations that comprised the Company’s former Las Vegas Operating Properties reportable business segment were classified as a discontinued operation and the information below for the three and six months ended June 30, 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:

The Company’s segment information as of June 30, 2022 and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021 is as follows:

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

(In millions)

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

The Venetian Macao $ 91 $ 12 $ 3 $ 41 $ 3 $ 150

10 unchanged sentences

Total net revenues $ 709 $ 97 $ 63 $ 148 $ 28 $ 1,045

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

The Venetian Macao $ 307 $ 24 $ 7 $ 49 $ 4 $ 391

10 unchanged sentences

Total net revenues $ 843 $ 115 $ 50 $ 148 $ 17 $ 1,173

____________________

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

(In millions)

Six Months Ended June 30, 2022

The Venetian Macao $ 248 $ 28 $ 9 $ 85 $ 7 $ 377

The Londoner Macao 121 33 15 26 5 200

The Parisian Macao 75 18 6 15 2 116

The Plaza Macao and Four Seasons Macao 93 15 5 67 1 181

Sands Macao 31 4 2 — — 37

Ferry Operations and Other — — — — 14 14

568 98 37 193 29 925

Marina Bay Sands 768 94 79 104 33 1,078

Intercompany royalties — — — — 50 50

Intercompany eliminations (1)

— — — — ( 65 ) ( 65 )

Total net revenues $ 1,336 $ 192 $ 116 $ 297 $ 47 $ 1,988

Six Months Ended June 30, 2021

The Venetian Macao $ 573 $ 43 $ 13 $ 95 $ 7 $ 731

The Londoner Macao 224 47 16 30 9 326

The Parisian Macao 128 29 9 20 2 188

The Plaza Macao and Four Seasons Macao 189 23 9 73 1 295

Sands Macao 68 5 2 1 1 77

Ferry Operations and Other — — — — 15 15

1,182 147 49 219 35 1,632

Marina Bay Sands 526 64 57 86 20 753

Intercompany royalties — — — — 50 50

Intercompany eliminations (1)

— — — ( 1 ) ( 65 ) ( 66 )

Total net revenues $ 1,708 $ 211 $ 106 $ 304 $ 40 $ 2,369

____________________

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

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

(In millions)

5 unchanged sentences

Total intersegment revenues $ 36 $ 34 $ 65 $ 66

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

(In millions)

6 unchanged sentences

Ferry Operations and Other ( 1 ) ( 2 ) ( 2 ) ( 5 )

( 110 ) 132 ( 121 ) 232

Marina Bay Sands 319 112 440 256

Consolidated adjusted property EBITDA (1)

209 244 319 488

Other Operating Costs and Expenses

Stock-based compensation (2)

( 6 ) ( 3 ) ( 11 ) ( 8 )

Corporate ( 55 ) ( 56 ) ( 114 ) ( 105 )

8 unchanged sentences

Interest expense, net of amounts capitalized ( 162 ) ( 158 ) ( 318 ) ( 312 )

Other expense ( 22 ) ( 17 )

Income tax expense ( 2 ) ( 14 )

Other income (expense) ( 9 ) 10 ( 31 ) ( 7 )

Income tax (expense) benefit ( 110 ) 6 ( 112 ) ( 8 )

Net loss from continuing operations $ ( 414 ) $ ( 280 ) $ ( 892 ) $ ( 560 )

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.

6 unchanged sentences

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

(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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) During the three months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense of $ 15 million and $ 7 million, respectively, of which $ 9 million and $ 4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense of $ 29 million and $ 14 million, respectively, of which $ 18 million and $ 6 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Six Months Ended

(In millions)

6 unchanged sentences

Sands Macao 2 3

Ferry Operations and Other — 1

Marina Bay Sands 147 50

14 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements