What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-04-21 compared with 2022-10-21 · 204 added, 523 removed, 445 unchanged (62% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2023 December 31,

2 unchanged sentences

Cash and cash equivalents $ 6,532 $ 6,311

Restricted cash and cash equivalents — 16

Accounts receivable, net of provision for credit losses of $ 209 and $ 217

1 unchanged sentence

Prepaid expenses and other 127 138

Current assets of discontinued operations held for sale — 3,303

Total current assets 7,015 6,744

14 unchanged sentences

Current maturities of long-term debt 2,018 2,031

Current liabilities of discontinued operations held for sale — 821

Total current liabilities 3,919 3,902

9 unchanged sentences

Capital in excess of par value 6,694 6,684

Accumulated other comprehensive loss ( 148 ) ( 22 )

Retained earnings (deficit) 1,853 ( 148 )

Accumulated other comprehensive income (loss) 11 ( 7 )

Retained earnings 1,831 1,684

Total Las Vegas Sands Corp.

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In millions, except per share data)

Casino $ 1,541 $ 627

Rooms 123 100 315 311

Food and beverage 124 53

Mall 119 165 416 469

Convention, retail and other 50 19

2 unchanged sentences

Casino 874 468

Rooms 41 40 125 124

Food and beverage 104 65

Mall 16 17 53 48

Convention, retail and other 39 22

Provision for credit losses 8 3 14 9

Provision for (recovery of) credit losses ( 6 ) 4

General and administrative 251 218

5 unchanged sentences

Loss on disposal or impairment of assets 14 6

1,182 1,173 3,619 3,777

Operating loss ( 177 ) ( 316 ) ( 626 ) ( 551 )

Operating income (loss) 378 ( 302 )

Other income (expense):

1 unchanged sentence

Interest expense, net of amounts capitalized ( 218 ) ( 156 )

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 )

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

Net loss from continuing operations ( 380 ) ( 594 ) ( 1,272 ) ( 1,154 )

Other expense ( 35 ) ( 22 )

Income (loss) from continuing operations before income taxes 195 ( 476 )

Income tax expense ( 50 ) ( 2 )

Net income (loss) from continuing operations 145 ( 478 )

Discontinued operations:

1 unchanged sentence

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

Adjustment to gain on disposal of discontinued operations, net of tax ( 1 ) — ( 4 ) —

Income (loss) from discontinued operations, net of tax ( 1 ) 99 2,903 75

Net income (loss) ( 381 ) ( 495 ) 1,631 ( 1,079 )

Income from discontinued operations, net of tax — 2,907

Net income 145 2,429

Net loss attributable to noncontrolling interests from continuing operations 2 101

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

Net income attributable to Las Vegas Sands Corp.

$ 147 $ 2,530

Earnings (loss) per share - basic and diluted:

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

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

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

Earnings (loss) per share - basic:

Income (loss) from continuing operations $ 0.19 $ ( 0.49 )

Income from discontinued operations, net of tax — 3.80

Net income attributable to Las Vegas Sands Corp.

$ 0.19 $ 3.31

Earnings (loss) per share - diluted:

Income (loss) from continuing operations $ 0.19 $ ( 0.49 )

Income from discontinued operations, net of tax — 3.80

Net income attributable to Las Vegas Sands Corp.

$ 0.19 $ 3.31

Weighted average shares outstanding:

Basic and diluted 764 764 764 764

Basic 764 764

Diluted 766 764

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

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In millions)

Net income (loss) $ ( 381 ) $ ( 495 ) $ 1,631 $ ( 1,079 )

Net income $ 145 $ 2,429

Currency translation adjustment 23 ( 4 )

Cash flow hedge fair value adjustment ( 5 ) ( 6 )

Total comprehensive income (loss) ( 444 ) ( 523 ) 1,503 ( 1,143 )

Total comprehensive income 163 2,419

Comprehensive loss attributable to noncontrolling interests 2 104

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

Comprehensive income attributable to Las Vegas Sands Corp.

$ 165 $ 2,523

13 unchanged sentences

(In millions)

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

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

Currency translation adjustment

— — — ( 24 ) — ( 2 ) ( 26 )

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

Stock-based compensation

— — 5 — — 1 6

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

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

Net loss — — — — ( 838 ) ( 241 ) ( 1,079 )

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

Currency translation adjustment

1 unchanged sentence

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

Exercise of stock options

— — 15 — — 4 19

Stock-based compensation

— — 10 — — — 10

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

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

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

Currency translation adjustment

— — — ( 63 ) — ( 1 ) ( 64 )

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

Stock-based compensation — — 10 — — — 10

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

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

Balance at January 1, 2023 $ 1 $ ( 4,481 ) $ 6,684 $ ( 7 ) $ 1,684 $ ( 225 ) $ 3,656

6 unchanged sentences

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

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

Balance at March 31, 2023 $ 1 $ ( 4,481 ) $ 6,694 $ 11 $ 1,831 $ ( 227 ) $ 3,829

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In millions)

Cash flows from operating activities from continuing operations:

Net loss from continuing operations $ ( 1,272 ) $ ( 1,154 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) from continuing operations $ 145 $ ( 478 )

Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:

Depreciation and amortization 274 264

3 unchanged sentences

Paid-in-kind interest income ( 7 ) —

Loss on modification or early retirement of debt — 137

Loss on disposal or impairment of assets 6 5

Stock-based compensation expense 11 10

Provision for credit losses 14 9

Provision for (recovery of) credit losses ( 6 ) 4

Foreign exchange loss 37 22

5 unchanged sentences

Other liabilities ( 7 ) ( 375 )

Net cash used in operating activities from continuing operations ( 840 ) ( 345 )

Net cash generated from (used in) operating activities from continuing operations 441 ( 500 )

Cash flows from investing activities from continuing operations:

4 unchanged sentences

Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options — 19

Tax withholding on vesting of equity awards ( 1 ) —

2 unchanged sentences

Payments of financing costs ( 1 ) ( 9 )

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

Other ( 17 ) —

Transactions with discontinued operations — 4,998

Net cash generated from financing activities from continuing operations 5,672 562

Net cash generated from (used in) financing activities from continuing operations ( 36 ) 5,173

Cash flows from discontinued operations:

Net cash generated from operating activities — 140

Net cash generated from (used in) investing activities 4,883 ( 45 )

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

Net cash provided by discontinued operations — 2

Net cash generated from investing activities — 4,858

Net cash used in financing activities — ( 4,998 )

Net cash provided to (used in) discontinued operations — —

Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents ( 3 ) ( 6 )

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

Increase in cash, cash equivalents and restricted cash and cash equivalents 220 4,521

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period 6,436 1,925

Cash, cash equivalents and restricted cash and cash equivalents at end of period 6,656 6,446

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 $ 6,656 $ 6,446

3 unchanged sentences

Change in construction payables $ ( 7 ) $ 18

Capitalized stock-based compensation costs $ 1 $ —

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

9 unchanged sentences

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

COVID-19 Pandemic Update

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 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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

The timing and manner in which the Company’s ferry operations will be able to resume are currently unknown.

The Company’s operations in Macao have been significantly impacted by the reduced visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 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 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.

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 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.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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.

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 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 $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% ;

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

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

On 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 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

From 2020 through the beginning of 2023, the Company’s operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.

Since then, visitation to the Company’s Macao Integrated Resorts and operations have improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 59.5% and decreased approximately 60.6%, during the two months ended February 28, 2023 (the latest statistics currently available), as compared to the same period in 2022 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue increased approximately 94.9% and decreased approximately 54.5%, during the three months ended March 31, 2023, as compared to the same period in 2022 and 2019, respectively.

From 2020 through early 2022, the Company’s operations in Singapore were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel for all travelers, including short-term visitors, which has had and continues to have a positive impact on operations at Marina Bay Sands.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 246,000 in 2022 to 2.9 million for the three months ended March 31, 2023, while visitation decreased 37.9% when compared to the same period in 2019.

While the disruptions arising from the COVID-19 pandemic have subsided, given the dynamic nature of these circumstances, the potential future impact on the Company’s consolidated results of operations, cash flows and financial condition is uncertain.

However, the Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $ 6.53 billion and access to $ 1.50 billion, $ 537 million and $ 444 million of available borrowing capacity from the Company’s LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of March 31, 2023.

The Company believes it is able to support continuing operations and complete the Company’s major construction projects that are underway.

Development Projects

In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction,

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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").

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 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.

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.

convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).

The Second Development Agreement provides for a total minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $ 3.39 billion at exchange rates in effect on March 31, 2023).

The estimated cost and timing of the total project will be updated as the Company completes design and begins construction.

The Company expects the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors.

The Company has incurred approximately $ 1.05 billion as of March 31, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On March 22, 2023, MBS and the STB entered into a supplemental agreement, which further extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement.

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

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

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

Under the terms of the agreements related to the Las Vegas Sale, OpCo acquired subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $ 1.05 billion in cash, subject to certain post-closing adjustments, and $ 1.20 billion in seller financing in the form of a six-year term loan credit and security agreement (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $ 4.0 billion in cash.

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

The Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021.

As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations and cash flows as a discontinued operation for all periods presented.

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

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

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

Contingent Lease Support Agreement

On February 23, 2022, in connection with the Closing, the Company and OpCo entered into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo.

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 $ 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 September 30, 2022.

Seller Financing Loan Agreement

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

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

Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost.

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

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

Accounts receivable primarily consists of casino receivables.

Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable.

The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established.

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

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

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

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

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

The Company also monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 pandemic, in its evaluation of the adequacy of the recorded reserves.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

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:

Accounts receivable, net, consists of the following:

2023 December 31,

(In millions)

Cash and cash equivalents $ 55

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

Inventories 9

Prepaid expenses and other 23

Property and equipment, net 2,864

Other assets, net 226

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

Accounts payable $ 24

Construction payables 8

Other accrued liabilities 318

Long-term debt 2

Deferred amounts related to mall sale transactions 338

Other long-term liabilities 131

Total held for sale liabilities in the balance sheet $ 821

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table represents summarized income statement information of discontinued operations:

Three Months Ended

September 30, Nine Months Ended

September 30,

Less - provision for credit losses

( 209 ) ( 217 )

The following table shows the movement in the provision for credit losses recognized for accounts receivable:

(In millions)

Casino $ — $ 141 $ 61 $ 304

Rooms — 142 78 294

Food and beverage — 70 43 146

Convention, retail and other — 46 46 84

Net revenues — 399 228 828

Resort operations expenses — 172 107 434

Provision for credit losses — 4 3 7

General and administrative — 90 55 250

Depreciation and amortization — — — 25

Loss on disposal or impairment of assets — 2 — 5

Operating income — 131 63 107

Interest expense — ( 3 ) ( 2 ) ( 10 )

Other expense — ( 1 ) ( 3 ) —

Income from operations of discontinued operations — 127 58 97

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

Adjustment to gain on disposal of discontinued operations (2)

Balance at January 1 $ 217 $ 232

Current period provision for (recovery of) credit losses ( 6 ) 4

Write-offs ( 2 ) ( 2 )

Balance at March 31

Customer Contract Related Liabilities

The Company provides numerous products and services to its patrons.

There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations.

The Company has the following main types of liabilities associated with contracts with customers:

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

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

Outstanding Chip Liability Loyalty Program Liability Customer Deposits and Other Deferred Revenue (1)

2023 2022 2023 2022 2023 2022

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

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

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

Adjusted Property EBITDA $ — $ 132 $ 63 $ 136

(In millions)

Balance at January 1 $ 81 $ 74 $ 72 $ 61 $ 614 $ 618

Balance at March 31

89 57 68 63 624 587

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

(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.

The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation.

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

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 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.

The cash income tax expense as if the discontinued operations was a standalone enterprise and a separate taxpayer is $ 804 million.

The Company files a U.S.

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

foreign tax credits and charitable contribution carryforwards.

As of 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

Seller Financing Loan Agreement

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

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

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

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

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

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

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

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

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

Loan receivables are carried at the outstanding principal amount.

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

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

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

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

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

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

Increase (decrease) $ 8 $ ( 17 ) $ ( 4 ) $ 2 $ 10 $ ( 31 )

____________________

(1) Of this amount, $ 152 million and $ 149 million as of March 31 and January 1, 2023, respectively, and $ 145 million as of March 31 and January 1, 2022, related 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)

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.

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.

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.

Note 3 — Intangible Assets, Net

Intangible assets consist of the following:

2023 December 31,

(In millions)

Macao concession $ 495 $ —

Marina Bay Sands gaming license 54 54

Less — accumulated amortization ( 29 ) ( 12 )

Total intangible assets, net $ 545 $ 64

Macao Concession

On December 16, 2022, the Macao government announced the award of six definitive gaming concessions, one of which was awarded to Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.), and on January 1, 2023, VML entered into a ten-year gaming concession contract with the Macao government (the “Concession”).

Under the terms of the Concession, VML is required to pay the Macao government an annual gaming premium consisting of a fixed portion and a variable portion.

The fixed portion of the premium is 30 million patacas (approximately $ 4 million at exchange rates in effect on March 31, 2023).

The variable portion is 300,000 patacas per gaming table reserved exclusively for certain types of games or players, 150,000 patacas per gaming table not so reserved (the mass rate) and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $ 37,104 , $ 18,552 and $ 124 , respectively, at exchange rates in effect on March 31, 2023).

On December 30, 2022, VML and certain other subsidiaries of the Company, confirmed and agreed to revert certain gaming equipment and gaming areas to the Macao government without compensation and free of any liens or charges in accordance with, and upon the expiry of, VML’s subconcession.

On the same day, VML and the Macao government entered into a handover record (the “Handover Record”) granting VML the right to operate the reverted gaming equipment and gaming areas for the duration of the Concession in consideration for the payment of an annual fee.

The annual fee is calculated based on a price per square meter of reverted gaming area, being 750 patacas per square meter in the first three years and 2,500 patacas per square meter in the subsequent seven years (approximately $ 93 and $ 309 , respectively, at exchange rates in effect on March 31, 2023).

The price per square meter used to determine the annual fee will be adjusted annually based on Macao’s average price index of the corresponding preceding year.

The annual fee is estimated to be $ 13 million for the first three years and $ 42 million for the following seven years, subject to the aforementioned adjustment.

On January 1, 2023, the Company recognized an intangible asset and financial liability of 4.0 billion patacas (approximately $ 495 million at exchange rates in effect on March 31, 2023), representing the right to operate the gaming equipment and the gaming areas, the right to conduct games of chance in Macao and the unconditional obligation to make payments under the Concession.

This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Handover Record.

The contractually obligated annual variable premium payments associated with the intangible asset was determined using the maximum number of table games at the mass rate and the maximum number of gaming machines that VML is currently allowed to operate by the Macao government.

In the accompanying condensed consolidated balance sheet, the noncurrent portion of the financial liability is included in “Other long-term liabilities” and the current portion is included in “Other accrued liabilities.” The intangible asset is being amortized on a straight-line basis over the period of the Concession, being 10 years.

Amortization expense for all intangible assets for the three months ending March 31, 2023 and 2022 was $ 17 million and $ 4 million, respectively.

The estimated future amortization expense for all intangible assets is approximately $ 51 million for the nine months ending December 31, 2023, and $ 68 million, $ 55 million,

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

$ 49 million, $ 49 million for the years ending December 31, 2024, 2025, 2026 and 2027, respectively, and $ 247 million thereafter.

Note 4 — Long-Term Debt

Long-term debt consists of the following:

September 30,

2023 December 31,

4 unchanged sentences

$ 1,746 $ 1,745

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

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

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

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 6 and $ 7 , respectively)

3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 6 )

Macao Related (1) :

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 6 and $ 7 , respectively)

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 $ 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)

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

4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 8 and $ 9 , respectively)

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

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 13 )

2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 6 )

4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 8 )

3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $ 5 )

2018 SCL Credit Facility — Revolving 1,946 1,958

1 unchanged sentence

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 31 and $ 33 , respectively)

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

2012 Singapore Credit Facility — Delayed Draw Term 46 46

15,989 15,978

2 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 53 million and $ 60 million as of March 31, 2023 and December 31, 2022, 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 of $ 20 million and $ 21 million as of March 31, 2023 and December 31, 2022, respectively.

LAS VEGAS SANDS CORP.

2 unchanged sentences

LVSC Revolving Facility

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 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.

As of March 31, 2023, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

On January 30, 2023, LVSC entered into Amendment No.

4 with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ending on and including December 31, 2023, as follows:

(i) for the fiscal quarter ending March 31, 2023, consolidated adjusted EBITDA for such fiscal quarter multiplied by four, (ii) for the fiscal quarter ending June 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the immediately preceding fiscal quarter multiplied by two, and (iii) for the fiscal quarter ending September 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the two immediately preceding fiscal quarters, multiplied by four-thirds;

(b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2023;

and (c) extend the period during which LVSC is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $ 1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2023.

2018 SCL Credit Facility

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.

As of March 31, 2023, Sands China Ltd.

(“SCL,” a majority-owned subsidiary of the Company) had $ 537 million of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar (“HKD”) commitments of HKD 3.82 billion (approximately $ 486 million at exchange rates in effect on March 31, 2023) and U.S.

dollar commitments of $ 51 million.

2012 Singapore Credit Facility

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.

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

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

Under the Fourth Amendment Agreement, outstanding loans bear interest at the Singapore Overnight Rate Average (“SORA”) with a credit spread adjustment of 0.19 % per annum, plus an applicable margin ranging from 1.15 % to 1.85 % per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at approximately 4.25 % as of September 30, 2022).

As of March 31, 2023, MBS had SGD 590 million (approximately $ 444 million at exchange rates in effect on March 31, 2023) 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 $ 115 million at exchange rates in effect on March 31, 2023) pursuant to a development agreement.

During 2021, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project.

The Company is in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors.

The Company is in the process of reviewing the budget and timing of the MBS expansion due to various factors.

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

As of 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.

As of March 31, 2023, there is SGD 3.69 billion (approximately $ 2.78 billion at exchange rates in effect on March 31, 2023) 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.

Debt Covenant Compliance

As of March 31, 2023, management believes the Company was in compliance with all debt covenants.

The Company amended its 2018 SCL Credit Facility to, among other things, waive SCL’s requirement to comply with financial covenants through July 31, 2023, which include a maximum leverage ratio of total debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the credit agreement, of 4.0 x under the 2018 SCL Credit Facility.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Debt Covenant Compliance

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, quarantine 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.

Cash Flows from Financing Activities

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

Nine Months Ended

September 30,

Three Months Ended

(In millions)

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

Proceeds from 2018 SCL Credit Facility $ — $ 201

$ 700 $ 2,451

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

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

2 unchanged sentences

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of September 30, 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 as of March 31, 2023 and December 31, 2022, was approximately $ 15.24 billion and $ 15.14 billion, respectively, compared to its contractual value of $ 16.07 billion and $ 16.06 billion, respectively.

The estimated fair value of the Company’s long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 6 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost.

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

Accounts receivable primarily consists of casino receivables.

Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable.

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves.

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

Accounts receivable, net, consists of the following:

September 30,

2022 December 31,

(In millions)

Less - provision for credit losses

( 209 ) ( 232 )

The following table shows the movement in the provision for credit losses recognized for accounts receivable:

(In millions)

Balance at January 1 $ 232 $ 255

Current period provision for credit losses

( 30 ) ( 20 )

Exchange rate impact

Balance at September 30

Customer Contract Related Liabilities

The Company provides numerous products and services to its patrons.

There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations.

The Company has the following main types of liabilities associated with contracts with customers:

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Outstanding Chip Liability Loyalty Program Liability Customer Deposits and Other Deferred Revenue (1)

2022 2021 2022 2021 2022 2021

(In millions)

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

Balance at September 30

92 112 68 63 611 599

Increase (decrease) $ 18 $ ( 85 ) $ 7 $ 1 $ ( 7 ) $ ( 34 )

____________________

(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

Note 5 — Earnings (Loss) Per Share

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In millions)

2 unchanged sentences

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share) 766 764

Antidilutive stock options excluded from the calculation of diluted earnings per share

Antidilutive stock options excluded from the calculation of diluted earnings (loss) per share 5 15

Note 6 — Income Taxes

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

The Company’s effective income tax rate from continuing operations was 25.6 % for the three months ended March 31, 2023, compared to 0.4 % for the three months ended March 31, 2022.

The effective income tax rate for the three months ended March 31, 2023, 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 their peers received a corporate income tax exemption on gaming operations through December 31, 2022.

In December 2022, the Company requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate.

There is no assurance the corporate tax exemption will be granted.

In accordance with 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

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 7 — Leases

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

Three Months Ended September 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 119 $ — $ 124 $ —

Overage rents 16 — 34 —

Rent concessions (1)

( 37 ) — ( 16 ) —

Total overage rents, rent concessions and other ( 21 ) — 18 —

$ 98 $ — $ 142 $ —

Nine Months Ended September 30,

Mall Other Mall Other

Three Months Ended March 31,

(In millions)

2 unchanged sentences

Rent concessions (1)

( 61 ) — ( 53 ) —

Total overage rents, rent concessions and other ( 19 ) — 21 —

$ 350 $ 1 $ 402 $ 1

Total overage rents and rent concessions 18 2

___________________

(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.

AND SUBSIDIARIES

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.

Note 8 — Commitments and Contingencies

14 unchanged sentences

(“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 September 30, 2022).

The claim was for 3.0 billion patacas (approximately $ 371 million at exchange rates in effect on March 31, 2023).

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

1 unchanged sentence

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

On March 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S.

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.

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

4 unchanged sentences

Defendants on April 7, 2016.

As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court.

On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time.

The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court.

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

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 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.

On September 17, 2019, the U.S.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

end of December 2016, all the appeals were transferred to the Macao Second Instance Court.

Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 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 March 31, 2023), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022.

On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim.

On September 17, 2019, the Macao Judicial Court accepted the appeal and that appeal is currently pending.

On June 18, 2020, the U.S.

2 unchanged sentences

On April 16, 2021, the U.S.

Defendants again moved to reschedule the trial because continued travel disruptions resulting from the pandemic prevented the representatives of the U.S.

Defendants and certain witnesses from attending the trial as scheduled.

Plaintiff opposed that motion on April 29, 2021.

Defendants again moved to reschedule the trial because of the ongoing COVID-19 pandemic.

The Macao Judicial Court denied the U.S.

Defendants’ motion on May 28, 2021, concluding that, under Macao law, it lacked the power to reschedule the trial absent agreement of the parties.

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

Defendants’ motion on May 28, 2021.

The LVSC entities appealed that ruling on June 16, 2021, and that appeal is currently pending.

The trial began as scheduled on June 16, 2021.

The Macao Judicial Court heard testimony on June 16, 17, 23, and July 1.

By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates during September, October and December 2021 to hear witnesses who are currently subject to COVID-19 travel restrictions that prevent or severely limit their ability to enter Macao.

That order also provided a procedure for the parties to request written testimony from witnesses who are not able to travel to Macao on those dates.

On June 28, 2021, the U.S.

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

Defendants’ request to have witnesses testify via video conference.

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

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

By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates in late 2021 to hear witnesses who were subject to COVID-19 travel restrictions that prevented or severely limited their ability to enter Macao.

Defendants appealed certain aspects of the Macao Judicial Court’s June 17, 2021 order, and that appeal is currently pending.

On July 10, 2021, the U.S.

Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on September 30, 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 March 31, 2023) based on Plaintiff’s July 15, 2019 amendment.

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.

Defendants moved for an order withdrawing that invoice.

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.

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

The Macao Judicial Court heard additional testimony in late 2021.

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

On December 15, 2021, the U.S.

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

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

From December 17, 2021 to January 19, 2022, Plaintiff submitted additional documents to the court file and disclosed written reports from two purported experts, who calculated Plaintiff’s damages at 57.88 billion patacas and 62.29 billion patacas (approximately $ 7.16 billion and $ 7.70 billion, respectively, at exchange rates in effect on September 30, 2022).

In response, the U.S.

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

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

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

Plaintiff presented its factual summation on January 21, 2022.

On January 26, 2022, the U.S.

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

Defendants presented rebuttal summations.

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

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

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

The parties presented factual and rebuttal summations in January 2022 and filed post-trial briefs on points of law in March 2022.

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

1 unchanged sentence

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

That appeal is fully briefed and remains pending with the Macao Second Instance Court.

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).

Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $ 6 million at exchange rates in effect on March 31, 2023).

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.

The Macao Judicial Court denied that motion by order dated October 24, 2022.

Defendants appealed that order on November 10, 2022, and that appeal remains pending.

By order dated November 15, 2022, the Macao Judicial Court ordered that the invoice for appeal court fees be stayed pending resolution of that appeal.

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.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Daniels Family 2001 Revocable Trust v.

2 unchanged sentences

Adelson and Patrick Dumont.

The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at the Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures.

The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures.

On January 5, 2021, the U.S.

16 unchanged sentences

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.

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

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

36 unchanged sentences

and Marina Bay Sands.

The Company also reviews construction and development activities for its primary projects under development, in addition to its reportable segments noted above, which include the renovation and expansion of the Company’s MICE entertainment and retail product in Macao and the MBS Expansion Project.

The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other to reconcile to the condensed consolidated results of operations and financial condition.

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

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, excludes these results.

The Company’s segment information as of March 31, 2023 and December 31, 2022, and for the three months ended March 31, 2023 and 2022 is as follows:

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

(In millions)

Three Months Ended September 30, 2022

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

The Londoner Macao 24 10 4 9 10 57

The Parisian Macao 8 5 1 5 2 21

The Plaza Macao and Four Seasons Macao 27 5 2 23 — 57

Sands Macao 8 1 1 1 — 11

Ferry Operations and Other — — — — 8 8

127 31 11 65 24 258

Marina Bay Sands 510 92 71 55 28 756

Intercompany royalties — — — — 28 28

Intercompany eliminations (1)

— — — ( 1 ) ( 36 ) ( 37 )

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

Three Months Ended September 30, 2021

Three Months Ended March 31, 2023

The Venetian Macao $ 446 $ 39 $ 13 $ 51 $ 9 $ 558

15 unchanged sentences

(In millions)

Nine Months Ended September 30, 2022

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

The Londoner Macao 145 43 19 35 15 257

The Parisian Macao 83 23 7 20 4 137

The Plaza Macao and Four Seasons Macao 120 20 7 90 1 238

Sands Macao 39 5 3 1 — 48

Ferry Operations and Other — — — — 22 22

695 129 48 258 53 1,183

Marina Bay Sands 1,278 186 150 159 61 1,834

Intercompany royalties — — — — 78 78

Intercompany eliminations (1)

— — — ( 1 ) ( 101 ) ( 102 )

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

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

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

12 unchanged sentences

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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In millions)

1 unchanged sentence

The Venetian Macao $ 2 $ 2

The Londoner Macao — 1 — 1

Ferry Operations and Other 5 5

Marina Bay Sands 1 2 2 4

Intercompany royalties 48 22

Total intersegment revenues $ 55 $ 29

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In millions)

6 unchanged sentences

Ferry Operations and Other 1 ( 1 )

( 152 ) 32 ( 273 ) 264

Marina Bay Sands 394 121

Consolidated adjusted property EBITDA (1)

191 47 510 535

Other Operating Costs and Expenses

Stock-based compensation (2)

( 9 ) — ( 20 ) ( 8 )

Corporate ( 57 ) ( 59 )

4 unchanged sentences

Loss on disposal or impairment of assets ( 14 ) ( 6 )

Operating loss ( 177 ) ( 316 ) ( 626 ) ( 551 )

Operating income (loss) 378 ( 302 )

Other Non-Operating Costs and Expenses

1 unchanged sentence

Interest expense, net of amounts capitalized ( 218 ) ( 156 )

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

Net loss from continuing operations $ ( 380 ) $ ( 594 ) $ ( 1,272 ) $ ( 1,154 )

Other expense ( 35 ) ( 22 )

Income tax expense ( 50 ) ( 2 )

Net income (loss) from continuing operations $ 145 $ ( 478 )

____________________

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.

(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.

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 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,

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 22 million and $ 14 million, respectively, of which $ 11 million and $ 9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Three Months Ended

(In millions)

3 unchanged sentences

The Londoner Macao 24 67

The Parisian Macao 2 3

The Plaza Macao and Four Seasons Macao 2 2

Sands Macao 1 1

Ferry Operations and Other — 1

Marina Bay Sands 115 50

Total capital expenditures $ 166 $ 137

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30,

2023 December 31,

13 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