What changed in this filing

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Item 1. Financial Statements

2022-10-21 compared with 2022-07-22 · 231 added, 166 removed, 737 unchanged (35% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2022 December 31,

10 unchanged sentences

Property and equipment, net 11,284 11,850

Restricted cash 289 —

Deferred income taxes, net 165 297

34 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

26 unchanged sentences

Other income (expense) 2 ( 12 ) ( 29 ) ( 19 )

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

Loss from continuing operations before income taxes ( 320 ) ( 621 ) ( 1,100 ) ( 1,173 )

2 unchanged sentences

Discontinued operations:

Income (loss) from operations of discontinued operations, net of tax — 38 46 ( 24 )

Income from operations of discontinued operations, net of tax — 99 46 75

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

7 unchanged sentences

Loss from continuing operations $ ( 0.31 ) $ ( 0.61 ) $ ( 1.18 ) $ ( 1.20 )

Income (loss) from discontinued operations, net of income taxes — 0.05 3.80 ( 0.03 )

Income (loss) from discontinued operations, net of tax — 0.13 3.80 0.10

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

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

21 unchanged sentences

(In millions)

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

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

Net loss — — — — ( 368 ) ( 127 ) ( 495 )

1 unchanged sentence

— — — ( 24 ) — ( 2 ) ( 26 )

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

Stock-based compensation

— — 5 — — 1 6

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

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

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

2 unchanged sentences

— — — ( 59 ) — ( 3 ) ( 62 )

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

Exercise of stock options

2 unchanged sentences

— — 13 — — 2 15

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

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

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

Net loss — — — — ( 239 ) ( 142 ) ( 381 )

3 unchanged sentences

Stock-based compensation — — 10 — — — 10

— — 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 September 30, 2022 $ 1 $ ( 4,481 ) $ 6,675 $ ( 148 ) $ 1,853 $ ( 119 ) $ 3,781

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

2 unchanged sentences

— — — ( 127 ) — ( 2 ) ( 129 )

Cash flow hedge fair value adjustment — — — 1 — — 1

Stock-based compensation

1 unchanged sentence

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 September 30, 2022 $ 1 $ ( 4,481 ) $ 6,675 $ ( 148 ) $ 1,853 $ ( 119 ) $ 3,781

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In millions)

6 unchanged sentences

Change in fair value of derivative asset/liability ( 2 ) ( 1 )

Paid-in-kind interest income ( 8 ) —

Loss on modification or early retirement of debt — 137

Loss on disposal or impairment of assets 7 8

17 unchanged sentences

Tax withholding on vesting of equity awards ( 1 ) —

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

Repayments of long-term debt (Note 4) ( 35 ) ( 34 )

Proceeds from long-term debt 700 2,451

Repayments of long-term debt ( 50 ) ( 1,852 )

Payments of financing costs ( 9 ) ( 36 )

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

Transactions with discontinued operations 5,032 111

4 unchanged sentences

Net cash provided (to) by continuing operations and (used in) financing activities ( 5,032 ) ( 112 )

Net cash used in discontinued operations — ( 1 )

Effect of exchange rate on cash, cash equivalents and restricted cash ( 22 ) ( 10 )

Increase (decrease) in cash, cash equivalents and restricted cash 4,543 ( 26 )

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

Cash, cash equivalents and restricted cash at end of period 6,468 2,111

cash, cash equivalents and restricted cash at end of period for discontinued operations — ( 38 )

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

Net cash provided by discontinued operations — 2

Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents ( 33 ) ( 17 )

Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 4,200 ( 436 )

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

Cash, cash equivalents and restricted cash and cash equivalents at end of period 6,125 1,701

cash and cash equivalents at end of period for discontinued operations — ( 41 )

Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations $ 6,125 $ 1,660

Supplemental disclosure of cash flow information

2 unchanged sentences

Change in construction payables $ ( 49 ) $ ( 103 )

Capitalized stock-based compensation costs $ 1 $ —

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

10 unchanged sentences

COVID-19 Pandemic Update

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”).

Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel.

The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

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.

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.

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

Currently, visitors from mainland China in general may enter Macao without having to 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.

On August 30, 2022, the Health Bureau announced that from September 1, 2022, individuals from 41 foreign countries will be allowed to enter Macao without prior authorization but will still be required to undergo a seven-day hotel quarantine.

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.

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.

Following an outbreak in Macao in mid-June 2022, the Macao government announced a series of preventative measures (“State of Immediate Prevention”).

Those 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 were required to implement various levels of access control.

In addition to the health safeguards already in place, the Macao government implemented a series of mass nucleic acid tests (“NAT”) and rapid antigen tests for the general population.

On July 9, 2022, the Macao government ordered casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control an outbreak of COVID-19 in Macao, which was extended through July 22, 2022.

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 would 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.

On August 2, 2022, the State of Immediate Prevention was lifted and Macao entered a stabilization period until August 7, 2022, which allowed for the reopening of various public and social facilities and the resumption of restaurant dine-in services subject to the need to wear facemasks and present a negative NAT conducted within the past three days.

On August 6, 2022, the quarantine period for fully-vaccinated visitors from Hong Kong, Taiwan and other overseas jurisdictions changed from “10+7” (10 days of hotel quarantine plus 7 days of self-health management) to “7+3” (7 days of hotel quarantine plus 3 days of self-health management).

Restrictions on the number of casino staff working were lifted on August 15, 2022.

Throughout August, various restrictions on movement between Macao and Zhuhai were progressively lifted by both the Macao and mainland China governments.

On September 19, 2022, the NAT requirement was extended from within 24 hours of travel to 48 hours for those travelers entering Zhuhai from Macao and on September 21, 2022, the NAT requirement was extended from within 48 hours of travel to seven days for those travelers entering mainland China from Macao by plane.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 Macao gaming operations remained open during the nine months ended September 30, 2022, with the exception of the casino closure in July 2022 mentioned above.

Guest visitation to the properties, however, was adversely affected during this period due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.

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

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the nine months ended September 30, 2022 and in June and July in particular, the Company 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 Parisian Macao hotel ceased operations as a medical observation facility on July 27, 2022, and the Sheraton Grand Macao hotel ceased operations as a quarantine and medical observation facility on September 23, 2022.

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 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 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.

The Macao government announced total visitation from mainland China to Macao decreased approximately 25.0% and 81.7%, during the nine months ended September 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 53.1% and 85.6%, during the nine months ended September 30, 2022, as compared to the same period in 2021 and 2019, respectively.

In Singapore, 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, 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, if any, addressing travel and public health measures associated with COVID-19.

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

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

however, visitation has increased since restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 172,000 in 2021 to 3.7 million in 2022 on a year-to-date basis, while visitation decreased 74.1% 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.

For the three months ended September 30, 2022, visitation decreased 55.9% 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 nine months ended September 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 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.

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 nine months ended September 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 $ 6.45 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)

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.

The Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $ 5.84 billion and access to $ 1.50 billion, $ 1.04 billion and $ 412 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 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 tendering process 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 reduction program to minimize cash outflow for non-essential items.

Macao Subconcession

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.

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.

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 was extended from June 26, 2022 to December 31, 2022 (the “Amendment to the Subconcession Contract”).

VML paid the Macao government 47 million patacas (approximately $ 6 million at exchange rates in effect at the time of the transaction) and provided a bank guarantee on September 20, 2022 of 2.31 billion patacas (approximately $ 289 million at exchange rates as defined in the bank guarantee contract) 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.

Refer to “ Note 4 — Restricted Cash and Cash Equivalents” for further information on the bank guarantee.

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.

3 unchanged sentences

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;

Certain changes to the Gaming Law include a reduction in the maximum 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 $619 million at exchange rates in effect on June 30, 2022) ;

an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $618 million at exchange rates in effect on September 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% ;

3 unchanged sentences

28/2022 – Amendment of Administrative Regulation No.

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

26/2001, which sets forth the regulations governing the 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.

On July 27, 2022, the Macao government officially launched the public tender process for the award of concessions for the operation of games of chance in casinos.

VML submitted its bid for one of up to six gaming concessions on September 14, 2022.

All bids received by the Macao government, of which there were a total of seven companies, including VML, were formally accepted in the tender.

The Macao government has disclosed that it intends to complete the tender process and grant the new gaming concessions before the end of 2022.

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 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").

however, it is possible the Macao

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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.

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.

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 further extended or not obtaining a new gaming concession when the current subconcession expires 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

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 Gambling Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.

Intercompany Loan Agreement with SCL

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.

10 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 $ 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.

3 unchanged sentences

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.

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

Contingent Lease Support Agreement

1 unchanged sentence

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 $ 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.

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 $ 125 million for the period beginning October 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 remaining payment obligations are subject to a cap equal to $ 63 million for the period beginning October 1, 2022 and ending December 31, 2022, and $ 250 million for the 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 June 30, 2022.

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

Seller Financing Loan Agreement

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Las Vegas Operations

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

September 30, Nine Months Ended

September 30,

2022 2021 2022 (1)

10 unchanged sentences

Loss on disposal or impairment of assets — 2 — 5

Operating income (loss) — 50 63 ( 24 )

Operating income — 131 63 107

Interest expense — ( 3 ) ( 2 ) ( 10 )

Other income (expense) — 2 ( 3 ) 1

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

Other expense — ( 1 ) ( 3 ) —

Income from operations of discontinued operations — 127 58 97

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

2 unchanged sentences

Income (loss) from discontinued operations, before income tax ( 1 ) 127 3,665 97

Income tax (expense) benefit — ( 10 ) ( 762 ) 6

Income tax expense — ( 28 ) ( 762 ) ( 22 )

Net income (loss) from discontinued operations presented in the statement of operations $ ( 1 ) $ 99 $ 2,903 $ 75

2 unchanged sentences

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

(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.

(2) Primarily 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 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 intraperiod tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach.

4 unchanged sentences

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 Company’s effective income tax rate from discontinued operations was 20.8 % and 22.7 % for the nine months ended September 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 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.

As of September 30, 2022, the Company had a U.S.

cash tax payable of $ 144 million inclusive of the gain on sale of the Las Vegas Operations, after the payment of three installments in April, June and September 2022 totaling $ 462 million, with the remaining installment to be paid on December 15, 2022.

Note 3 — Loan Receivable

12 unchanged sentences

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 performs a credit quality assessment on the loan receivable on a quarterly basis and reviews the need for an allowance under FASB 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.

1 unchanged sentence

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 June 30, 2022.

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

LAS VEGAS SANDS CORP.

2 unchanged sentences

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 June 30, 2022, compared to its estimated fair value of $ 1.10 billion.

Interest income recognized on the loan was $ 8 million and $ 14 million during the three and nine months ended September 30, 2022, respectively.

The carrying value of the loan receivable is $ 1.21 billion as of September 30, 2022, compared to its estimated fair value of $ 1.06 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.

Note 4 — Restricted Cash and Cash Equivalents

Cash is considered restricted when withdrawal or general use is legally restricted.

The Company determines current or noncurrent classification based on the expected duration of the restriction.

The Company’s restricted cash and cash equivalents includes amounts held in a separate cash deposit account as collateral for a bank guarantee, as further described below.

As required by the Amendment to the Subconcession Contract, VML provided a bank guarantee in favor of the Macao government, on September 20, 2022 of 2.31 billion patacas (approximately $ 289 million at exchange rates as defined in the bank guarantee contract) 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.

As stipulated in the bank guarantee contract, a minimum amount of 2.31 billion patacas or $ 289 million is required to be held within SCL’s cash deposit account as collateral in order to secure the bank guarantee.

Any amount in excess of the minimum amount can be withdrawn from the cash deposit by SCL.

The bank guarantee will remain in effect until canceled at the request or with the authorization of the Macao government and was classified as noncurrent restricted cash in the accompanying condensed consolidated balance sheets.

LAS VEGAS SANDS CORP.

3 unchanged sentences

Long-term debt consists of the following:

September 30,

2022 December 31,

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$ 1,744 $ 1,742

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

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 2 and $ 3 , respectively)

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

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 $ 6 and $ 7 , respectively)

Macao Related (1) :

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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 )

2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 6 and $ 7 , respectively)

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 unchanged sentences

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 34 and $ 43 , respectively)

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

2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $ 0 and $ 1 , respectively)

15,293 14,795

2 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 64 million and $ 81 million as of September 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, and prepaid expenses and other in the accompanying condensed consolidated balance sheets.

(2) Includes finance leases related to Macao and Singapore of $ 20 million and $ 1 million, respectively, as of September 30, 2022, and $ 24 million and $ 1 million, respectively, as of December 31, 2021.

LAS VEGAS SANDS CORP.

2 unchanged sentences

LVSC Revolving Facility

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.

As of September 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 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.

As a result of the downgrades, the coupon on each series of the outstanding SCL Senior Notes increased 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 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.

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

As of September 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 $ 937 million at exchange rates in effect on September 30, 2022) and U.S.

dollar commitments of $ 99 million.

2012 Singapore Credit Facility

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.

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

(“MBS”) had SGD 590 million (approximately $ 412 million at exchange rates in effect on September 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 $ 107 million at exchange rates in effect on September 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 2.85 % as of June 30, 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.

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As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the March 31, 2022 deadline.

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.

As of September 30, 2022, there is SGD 3.69 billion (approximately $ 2.57 billion at exchange rates in effect on September 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 June 30, 2022, management believes the Company was in compliance with all debt covenants.

As of September 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.

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 the current covenant waiver periods, if deemed necessary.

1 unchanged sentence

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

Six Months Ended

Nine Months Ended

September 30,

(In millions)

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

Proceeds from 2018 SCL Credit Facility 700 505

$ 700 $ 2,451

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

Repayments on 2012 Singapore Credit Facility ( 45 ) ( 46 )

2 unchanged sentences

Fair Value of Long-Term Debt

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 as of September 30, 2022 and December 31, 2021, was approximately $ 13.75 billion and $ 15.06 billion, respectively, compared to its contractual value of $ 15.38 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).

8 unchanged sentences

Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change.

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances.

The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due.

The reserve percentages are based

LAS VEGAS SANDS CORP.

1 unchanged sentence

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 maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances.

The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due.

The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.

The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

2 unchanged sentences

Accounts receivable, net, consists of the following:

September 30,

2022 December 31,

8 unchanged sentences

Exchange rate impact

Balance at June 30

Balance at September 30

Customer Contract Related Liabilities

3 unchanged sentences

(1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

3 unchanged sentences

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

Balance at June 30

Balance at September 30

92 112 68 63 611 599

1 unchanged sentence

____________________

(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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 6 — Earnings (Loss) Per Share

(1) Of this amount, $ 148 million and $ 145 million as of September 30 and January 1, 2022, respectively, and $ 148 million and $ 152 million as of September 30 and January 1, 2021, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 7 — Equity and Earnings (Loss) Per Share

Repurchase Program

In June 2018, the Company's Board of Directors authorized the repurchase of $ 2.50 billion of its outstanding common stock, which was to expire in November 2020.

In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $ 916 million to November 2022, and in October 2022, the Company’s Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $ 916 million to November 2024.

Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise.

The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions.

All share repurchases of the Company's common stock have been recorded as treasury stock.

Earnings (Loss) Per Share

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

5 unchanged sentences

Note 8 — Income Taxes

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.

taxable income in years following the sale of the Las Vegas Operations.

The Company’s effective income tax rate from continuing operations was 15.6 % for the nine months ended September 30, 2022, compared to ( 1.6 )% for the nine months ended September 30, 2021.

The effective income tax rate for the nine months ended September 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.

In September 2022, the Company

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

received an additional exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the period beginning June 27, 2022 through December 31, 2022.

During the three months ended September 30, 2022, the Company recorded a valuation allowance of $ 32 million related to certain U.S.

foreign tax credits, which it no longer expects to utilize.

In accordance with the interim accounting guidance, the Company calculated an estimated annual effective tax rate 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 nine months ended September 30, 2022, the combination of losses in the U.S.

and Macao and taxable income in Singapore resulted in a tax expense of $ 172 million on a loss before income taxes of $ 1.10 billion.

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

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

taxable income in years following the sale of the Las Vegas Operations.

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022.

The IRA contains numerous provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-year period effective in tax years beginning after December 31, 2022.

Applicable corporations would be allowed to claim a credit for the corporate minimum tax paid against regular tax in future years.

The IRA also includes a 1% excise tax on corporate stock repurchases beginning January 1, 2023.

The CAMT could impact our future cash flows and results of operations.

The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied.

The Company will continue to evaluate the impact of the IRA as additional information becomes available.

Note 9 — Leases

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

Three Months Ended June 30,

Three Months Ended September 30,

Mall Other Mall Other

6 unchanged sentences

$ 98 $ — $ 142 $ —

Six Months Ended June 30,

Nine Months Ended September 30,

Mall Other Mall Other

8 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.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) Amount related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

13 unchanged sentences

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

LAS VEGAS SANDS CORP.

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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 $ 371 million at exchange rates in effect on June 30, 2022).

The claim was for 3.0 billion patacas (approximately $ 371 million at exchange rates in effect on September 30, 2022).

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

12 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 $ 11.93 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 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 September 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.

LAS VEGAS SANDS CORP.

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On June 18, 2020, the U.S.

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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 June 30, 2022) 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 September 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

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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.

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

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

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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 $ 7.16 billion and $ 7.71 billion, respectively, at exchange rates in effect on June 30, 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 $ 7.70 billion, respectively, at exchange rates in effect on September 30, 2022).

In response, the U.S.

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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.

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

Plaintiff filed its appeal brief on July 5, 2022, and the U.S.

Defendants filed their response brief on September 19, 2022.

That appeal is currently pending with the Macao Second Instance Court.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On September 19, 2022, the U.S.

Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $ 6 million at exchange rates in effect on September 30, 2022).

By motion dated September 29, 2022, the U.S.

Defendants moved the Macao Judicial Court for an order withdrawing that invoice.

That motion is currently pending with the Macao Judicial Court.

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.

26 unchanged sentences

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.

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amended complaint.

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

21 unchanged sentences

The Company intends to defend this matter vigorously.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 — Segment Information

8 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 six months ended June 30, 2022 and 2021, excludes these results.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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:

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 September 30, 2022 and 2021, excludes these results.

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

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

(In millions)

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

The Venetian Macao $ 60 $ 10 $ 3 $ 27 $ 4 $ 104

10 unchanged sentences

Total net revenues $ 637 $ 123 $ 82 $ 119 $ 44 $ 1,005

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

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

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(In millions)

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

The Venetian Macao $ 308 $ 38 $ 12 $ 112 $ 11 $ 481

10 unchanged sentences

Total net revenues $ 1,973 $ 315 $ 198 $ 416 $ 91 $ 2,993

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

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

12 unchanged sentences

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

2 unchanged sentences

The Venetian Macao $ 2 $ — $ 5 $ 2

The Londoner Macao — 1 — 1

Ferry Operations and Other 6 5 17 17

2 unchanged sentences

Total intersegment revenues $ 37 $ 24 $ 102 $ 90

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

25 unchanged sentences

Other income (expense) 2 ( 12 ) ( 29 ) ( 19 )

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

Income tax (expense) benefit ( 60 ) 27 ( 172 ) 19

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)

depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well 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.

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

(2) During the three months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense of $ 18 million and $ 3 million, respectively, of which $ 9 million and $ 3 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense of $ 47 million and $ 17 million, respectively, of which $ 27 million and $ 9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended

September 30,

(In millions)

9 unchanged sentences

Total capital expenditures $ 504 $ 640

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30,

2022 December 31,

7 unchanged sentences

Ferry Operations and Other 1,125 132

10,259 10,073

Marina Bay Sands 5,558 5,326

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements