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Item 1. Financial Statements

2024-04-19 compared with 2023-10-20 · 211 added, 365 removed, 498 unchanged (54% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2024 December 31,

28 unchanged sentences

Preferred stock, $ 0.001 par value, 50 shares authorized, zero shares issued and outstanding

Common stock, $ 0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding

Treasury stock, at cost, 69 shares

Common stock, $ 0.001 par value, 1,000 shares authorized, 834 and 833 shares issued, 745 and 753 shares outstanding

Treasury stock, at cost, 89 and 80 shares

( 5,446 ) ( 4,991 )

Capital in excess of par value 6,493 6,481

Accumulated other comprehensive loss ( 57 ) ( 7 )

Accumulated other comprehensive income (loss)

Retained earnings 2,943 2,600

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In millions, except per share data)

2 unchanged sentences

Food and beverage 150 124

Mall 201 119 535 416

Convention, retail and other 77 50

2 unchanged sentences

Casino 1,180 874

Rooms 80 41 207 125

Food and beverage 126 104

Mall 23 16 65 53

Convention, retail and other 57 39

Provision for credit losses

Provision for (recovery of) credit losses

General and administrative 286 251

5 unchanged sentences

Loss on disposal or impairment of assets 14 14

2,107 1,182 5,854 3,619

Operating income (loss) 688 ( 177 ) 1,603 ( 626 )

Operating income

Other income (expense):

1 unchanged sentence

Interest expense, net of amounts capitalized ( 182 ) ( 218 )

Other income (expense) 4 2 ( 17 ) ( 29 )

Income (loss) from continuing operations before income taxes 571 ( 320 ) 1,183 ( 1,100 )

Other expense

Income before income taxes

Income tax expense

Net income (loss) from continuing operations 449 ( 380 ) 962 ( 1,272 )

Discontinued operations:

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

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 ) — 2,903

Net income (loss) 449 ( 381 ) 962 1,631

Net (income) loss attributable to noncontrolling interests from continuing operations ( 69 ) 142 ( 123 ) 370

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

( 17 ) ( 50 )

Earnings (loss) per share - basic:

Income (loss) from continuing operations $ 0.50 $ ( 0.31 ) $ 1.10 $ ( 1.18 )

Income from discontinued operations, net of tax — — — 3.80

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

Net (income) loss attributable to noncontrolling interests

Net income attributable to Las Vegas Sands Corp.

Earnings per share:

$ 0.66 $ 0.19

Earnings (loss) per share - diluted:

Income (loss) from continuing operations $ 0.50 $ ( 0.31 ) $ 1.09 $ ( 1.18 )

Income from discontinued operations, net of tax — — — 3.80

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

$ 0.66 $ 0.19

5 unchanged sentences

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,

2023 2022 2023 2022

(In millions)

Net income (loss) $ 449 $ ( 381 ) $ 962 $ 1,631

Net income $ 583 $ 145

Currency translation adjustment ( 57 ) 23

Cash flow hedge fair value adjustment ( 12 ) ( 5 )

Total comprehensive income (loss) 434 ( 444 ) 912 1,503

Total comprehensive income 514 163

Comprehensive (income) loss attributable to noncontrolling interests ( 85 ) 2

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

$ 364 $ ( 301 ) $ 789 $ 1,875

Comprehensive income attributable to Las Vegas Sands Corp.

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

12 unchanged sentences

(In millions)

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

3 unchanged sentences

Cash flow hedge fair value adjustment

Stock-based compensation

— — — ( 4 ) — ( 1 ) ( 5 )

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 June 30, 2023 $ 1 $ ( 4,481 ) $ 6,708 $ ( 41 ) $ 2,143 $ ( 171 ) $ 4,159

Net income — — — — 380 69 449

Currency translation adjustment

— — — ( 18 ) — 1 ( 17 )

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

Exercise of stock options

— — 1 — — — 1

Stock-based compensation

Dividends declared ($ 0.20 per share) (Note 5)

— — 11 — — — 11

Balance at September 30, 2023 $ 1 $ ( 4,481 ) $ 6,720 $ ( 57 ) $ 2,370 $ ( 101 ) $ 4,452

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

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

Balance at January 1, 2024 $ 1 $ ( 4,991 ) $ 6,481 $ 27 $ 2,600 $ ( 14 ) $ 4,104

3 unchanged sentences

Cash flow hedge fair value adjustment — — — ( 8 ) — ( 4 ) ( 12 )

Exercise of stock options

— — 4 — — — 4

Stock-based compensation

1 unchanged sentence

Tax withholding on vesting of equity awards — — ( 2 ) — — — ( 2 )

Repurchase of common stock

— ( 455 ) — — — — ( 455 )

Dividends declared ($ 0.20 per share) (Note 5)

— — — — ( 151 ) — ( 151 )

Balance at September 30, 2023 $ 1 $ ( 4,481 ) $ 6,720 $ ( 57 ) $ 2,370 $ ( 101 ) $ 4,452

Balance at March 31, 2024 $ 1 $ ( 5,446 ) $ 6,493 $ ( 38 ) $ 2,943 $ 72 $ 4,025

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 income (loss) from continuing operations $ 962 $ ( 1,272 )

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

Cash flows from operating activities:

Net income $ 583 $ 145

Adjustments to reconcile net income to net cash generated from operating activities:

Depreciation and amortization 320 274

5 unchanged sentences

Stock-based compensation expense 14 11

Provision for credit losses

Provision for (recovery of) credit losses 11 ( 6 )

Foreign exchange loss

5 unchanged sentences

Other liabilities ( 269 ) ( 7 )

Net cash generated from (used in) operating activities from continuing operations 2,221 ( 840 )

Cash flows from investing activities from continuing operations:

Net cash generated from operating activities

Cash flows from investing activities:

Capital expenditures ( 196 ) ( 166 )

Proceeds from disposal of property and equipment 3 9

Acquisition of intangible assets and other ( 4 ) ( 16 )

Net cash used in investing activities from continuing operations ( 925 ) ( 599 )

Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options 4 —

Net cash used in investing activities

( 200 ) ( 182 )

Cash flows from financing activities:

Tax withholding on vesting of equity awards ( 2 ) ( 1 )

Repurchase of common stock ( 450 ) —

Dividends paid ( 151 ) —

Proceeds from long-term debt — 700

Repayments of long-term debt ( 17 ) ( 17 )

1 unchanged sentence

Other ( 19 ) ( 17 )

Transactions with discontinued operations — 5,032

Net cash generated from (used in) financing activities from continuing operations ( 2,010 ) 5,672

Cash flows from discontinued operations:

Net cash generated from operating activities — 149

Net cash generated from investing activities — 4,883

Net cash used in financing activities

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

( 639 ) ( 36 )

Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents ( 24 ) ( 3 )

1 unchanged sentence

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period 5,229 6,436

Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations $ 5,698 $ 6,125

Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 5,080 $ 6,656

Supplemental disclosure of cash flow information

1 unchanged sentence

Cash payments for taxes, net of refunds $ 31 $ 25

Change in construction payables $ ( 36 ) $ ( 49 )

Change in construction-related payables

Excise tax accrued on repurchase of common stock

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

11 unchanged sentences

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 243.6% and decreased approximately 39.7%, during the eight months ended August 31, 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 779.7% and decreased approximately 31.1%, during the three months ended September 30, 2023, as compared to the same period in 2022 and 2019, respectively.

Additionally, gross gaming revenue increased approximately 305.3% and decreased approximately 41.5%, during the nine months ended September 30, 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 and had a positive impact on operations at Marina Bay Sands.

During February 2023, any remaining COVID-19 border measures were lifted.

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

The Macao government announced total visitation from mainland China to Macao increased approximately 125.8% during the two months ended February 29, 2024 (the latest statistics currently available), as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 65.5% during the three months ended March 31, 2024, as compared to the same period in 2023.

The Company’s operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

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 3.7 million in 2022 to 10.1 million for the nine months ended September 30, 2023, while visitation decreased 29.2% 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, if any, 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 $ 5.57 billion and access to $ 1.50 billion, $ 2.24 billion and $ 431 million of available borrowing capacity from the Company’s LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 30, 2023.

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

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 4.4 million for the three months ended March 31, 2024, from approximately 2.9 million for the same period in 2023.

Development Projects

As part of the Concession entered into by Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd., a majority-owned subsidiary of the Company) and the Macao government, VML has a financial commitment to spend 35.80 billion patacas (approximately $ 4.44 billion at exchange rates in effect on March 31, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $ 4.14 billion at exchange rates in effect on March 31, 2024) in non-gaming projects that will also appeal to international visitors.

The Company continues work on Phase II of The Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

These projects have a total estimated cost of $ 1.2 billion and are expected to be substantially completed in early 2025.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Development Projects

On June 2, 2023, the Company acquired the Nassau Coliseum from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York (the “Nassau Coliseum Transaction”).

The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort.

There is no assurance the Company will be able to obtain such casino license.

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, 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 $ 3.29 billion at exchange rates in effect on September 30, 2023).

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 4.5 billion Singapore dollars (“SGD,” approximately $ 3.3 billion at exchange rates in effect on March 31, 2024).

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 $ 1.08 billion as of September 30, 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.

The Company is nearing completion of the renovation of Towers 1 and 2 of Marina Bay Sands.

This renovation has introduced world class suites and other luxury amenities at a cost estimated at approximately $ 1.0 billion upon completion.

The Company also announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $ 750 million.

These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things.

The Company has incurred approximately $ 1.10 billion as of March 31, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On April 3, 2024, MBS and the STB entered into a letter agreement, which further extended the construction commencement deadline to July 8, 2025 and the construction completion deadline to July 8, 2029.

The renovation of Towers 1 and 2 of Marina Bay Sands is now complete and has introduced world class suites and other luxury amenities at a cost of approximately $ 1.0 billion.

The Company is continuing with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $ 750 million , with an expected completion by 2025.

These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for its premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things.

These projects are in addition to the previously announced plans for the MBS Expansion Project.

The Company has commenced work on Phase II of the Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers and the addition of new attractions, dining, retail and entertainment offerings.

These projects have a total estimated cost of $ 1.0 billion .

On June 2, 2023, the Company acquired the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau (the “County”) in the State of New York (the “Nassau Coliseum Transaction”).

The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort.

There is no assurance the Company will be able to resolve certain matters associated with the right to lease the underlying land from the County or to obtain such casino license.

Refer to “Note 7 — Leases” for further details.

Recent Accounting Pronouncements

The Company’s management has evaluated the accounting standards that have been recently issued, but not yet effective, or those 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 — 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 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 consists of the following:

September 30,

2024 December 31,

2 unchanged sentences

( 206 ) ( 201 )

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

1 unchanged sentence

Balance at January 1 $ 201 $ 217

Provision for credit losses

Current period provision for (recovery of) credit losses

Write-offs ( 4 ) ( 2 )

Exchange rate impact

Balance at September 30

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Balance at March 31

Customer Contract Related Liabilities

8 unchanged sentences

Balance at January 1 $ 135 $ 81 $ 45 $ 72 $ 690 $ 614

Balance at September 30

Balance at March 31

83 89 45 68 705 624

1 unchanged sentence

____________________

(1) Of this amount, $ 160 million and $ 149 million as of September 30 and January 1, 2023, respectively, and $ 148 million and $ 145 million as of September 30 and January 1, 2022, related to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 3 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:

September 30,

2023 December 31,

(In millions)

Amortizable intangible assets:

Macao concession $ 496 $ —

Marina Bay Sands gaming license 53 54

Less — accumulated amortization ( 63 ) ( 12 )

Technology, software and other

Total amortizable intangible assets, net

Total goodwill and intangible assets, net

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 September 30, 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 $ 37,200 , $ 18,600 and $ 124 , respectively, at exchange rates in effect on September 30, 2023).

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 $ 310 , respectively, at exchange rates in effect on September 30, 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 $ 496 million at exchange rates in effect on September 30, 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 ten years.

Amortization expense for all intangible assets was $ 17 million and $ 7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 51 million and $ 16 million for the nine months ended September 30, 2023 and 2022, respectively.

The estimated future amortization expense for all intangible assets is approximately $ 17 million for the three months ending December 31, 2023, and $ 67 million, $ 55 million, $ 50 million, $ 50 million for the years ending December 31, 2024, 2025, 2026 and 2027, respectively, and $ 248 million thereafter.

Nassau Coliseum

On June 2, 2023, the Company closed on its acquisition of the Nassau Coliseum, an entertainment arena in the State of New York.

The Company paid an aggregate amount of $ 241 million, consisting of $ 221 million upon closing and a $ 20 million deposit made in 2022.

The purchase of the Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and the right to lease the underlying land from the owner, the County of Nassau in the State of New York.

This transaction resulted in the recognition of $ 92 million of goodwill.

The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort.

There is no assurance the Company will be able to obtain such casino license.

(1) Of this amount, $ 166 million and $ 167 million as of March 31 and January 1, 2024 , respectively, and $ 152 million and $ 149 million as of March 31 and January 1, 2023, respectively, related to mall deposits that are accounted for based on lease terms usually greater than one year.

LAS VEGAS SANDS CORP.

3 unchanged sentences

Long-term debt consists of the following:

September 30,

2024 December 31,

5 unchanged sentences

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 1 )

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 7 , respectively)

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 5 )

Macao Related (1) :

3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 6 , respectively)

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 6 , respectively)

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 12 and $ 13 , respectively)

Macao Related (1) :

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 4 )

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 3 and $ 4 , respectively)

1 unchanged sentence

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 11 )

2018 SCL Credit Facility — Revolving 250 1,958

2.850% Senior Notes due 2029 (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 $ 7 )

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

Singapore Related (1) :

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 20 and $ 24 , respectively)

2012 Singapore Credit Facility — Delayed Draw Term 46 46

2012 Singapore Delayed Draw Term Facility 46 47

13,957 14,029

2 unchanged sentences

____________________

(1) Unamortized deferred financing costs of $ 66 million and $ 60 million as of September 30, 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 the U.S.

of $ 202 million as of September 30, 2023 and Macao of $ 18 million and $ 21 million as of September 30, 2023 and December 31, 2022, respectively.

(1) Unamortized deferred financing costs of $ 50 million and $ 59 million as of March 31, 2024 and December 31, 2023, 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 $ 18 million as of March 31, 2024 and December 31, 2023, respectively.

LAS VEGAS SANDS CORP.

2 unchanged sentences

LVSC Revolving Facility

As of September 30, 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 (the “Fourth Amendment”) 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.

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

5 (the “Fifth Amendment”) with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Fifth Amendment, the existing LVSC Revolving Credit Agreement was amended to update the terms therein and provide for the adoption of the Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate.

On April 3, 2024, LVSC entered into a new revolving credit agreement, as further described below, and upon entering into the new agreement, the then-existing LVSC Revolving Credit Agreement was terminated.

As of March 31, 2024, the Company had $ 1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

2024 LVSC Revolving Facility

On April 3, 2024, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent for the lenders (the “2024 LVSC Revolving Credit Agreement”), pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $ 1.50 billion (the “2024 LVSC Revolving Facility”), which are available until April 3, 2029, and include a $ 150 million sub-facility for letters of credit.

LVSC may utilize the proceeds of the loans for general corporate purposes and working capital requirements of LVSC and its subsidiaries and any other purpose not prohibited by the 2024 LVSC Revolving Credit Agreement.

The loans made under the 2024 Revolving Credit Agreement will bear interest at either, at LVSC’s option, (x) an adjusted SOFR rate, plus an applicable margin ranging from 1.125 % to 1.550 % per annum, or (y) at an alternate base rate, plus an applicable margin ranging from 0.125 % to 0.550 % per annum, in each case, depending on LVSC’s corporate family credit rating.

Under the 2024 Revolving Credit Agreement, LVSC must pay a commitment fee quarterly in arrears on the undrawn portion of the revolving commitments, which commitment fee ranges from 0.125 % to 0.250 % per annum, depending on LVSC’s corporate family credit rating.

The 2024 Revolving Credit Agreement contains customary affirmative and negative covenants, in each case, subject to customary exceptions and thresholds, including a financial covenant limiting LVSC and its Restricted Subsidiaries (as defined in the agreement) to a maximum consolidated net leverage ratio of 4.0 x as of the last day of each fiscal quarter.

The negative covenants include, among other things, limitations on (i) the incurrence of liens on the assets of LVSC and certain subsidiaries (the “Restricted Subsidiaries”), (ii) the incurrence of indebtedness by the Restricted Subsidiaries, (iii) the merger, consolidation or liquidation of LVSC or the sale of all or substantially all of LVSC’s assets and (iv) investments in subsidiaries of LVSC that are not Restricted Subsidiaries.

The 2024 Revolving Credit 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, in each case subject to customary grace periods.

In the case of a continuing event of default, the majority of lenders would be entitled to exercise various remedies, including the termination of any unused commitments and acceleration of any then-outstanding amounts due under the 2024 Revolving Credit Agreement.

SCL Senior Notes

On July 26, 2023, Standard & Poor’s (“S&P”) upgraded the credit rating for the Company and Sands China Ltd.

(“SCL,” a majority-owned subsidiary of the Company) to BBB–.

As a result of the upgrade, the coupon on each series of the outstanding SCL senior notes decreased by 0.25 % per annum effective on the first interest payment date after July 26, 2023.

On February 1, 2024, Fitch upgraded the credit rating for the Company and Sands China Ltd.

(“SCL”) to BBB-.

As a result of the upgrade, the coupon on each series of the outstanding SCL senior notes decreased by 0.25 % per annum effective on the first interest payment date after February 1, 2024.

2018 SCL Credit Facility

On May 11, 2023, SCL entered into an amended and restated facility agreement (the “A&R Facility Agreement”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders have (a) extended the termination date for the Hong Kong Dollar (“HKD”) commitments and U.S.

dollar commitments of the lenders that consented to the waivers and amendments in the A&R Facility Agreement (the “Extending Lenders”) from July 31, 2023 to July 31, 2025;

(b) extended to (and including) January 1, 2024, the waiver period for the requirement for SCL to comply with the requirements that SCL ensure (i) the consolidated leverage ratio does not exceed 4.0 x and (ii) the consolidated interest coverage ratio is not less than 2.5 x;

(c) amended the definition of consolidated total debt such that it excludes any financial indebtedness that is subordinated and subject in right of payment to the prior payment in full of the A&R Facility Agreement (including the $ 1.0 billion subordinated unsecured term loan facility made available by the Company to SCL);

(d) amended the maximum permitted consolidated leverage ratio as of the last day of each of the financial quarters ending March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, and subsequent financial quarters to be 6.25 x, 5.5 x, 5.0 x, 4.5 x, and 4.0 x, respectively;

and (e) extended to (and including) January 1, 2025, the period during which SCL’s ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the A&R Facility Agreement) exceed $ 2.0 billion by SCL’s exercise of the option to increase the Total Commitments by an aggregate amount of up to $ 1.0 billion and (y) the consolidated leverage ratio is greater than 4.0 x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date and (ii) the aggregate amount of the undrawn facility under the A&R Facility Agreement and unused commitments under other credit facilities of SCL is greater than $ 2.0 billion.

The amendments with respect to the Extended Commitments took effect on July 31, 2023.

Pursuant to the A&R Facility Agreement, SCL paid a customary fee to the Extending Lenders that consented.

As of March 31, 2024, SCL had $ 2.49 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar (“HKD”) commitments of HKD 17.63 billion (approximately $ 2.25 billion at exchange rates in effect on March 31, 2024) and U.S.

dollar commitments of $ 237 million.

2012 Singapore Credit Facility

As of March 31, 2024, MBS had SGD 589 million (approximately $ 436 million at exchange rates in effect on March 31, 2024) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 153 million (approximately $ 113 million at exchange rates in effect on March 31, 2024) pursuant to the Second Development Agreement.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Extending Lenders’ HKD commitments total HKD 17.63 billion (approximately $ 2.25 billion at exchange rates in effect on May 11, 2023) and U.S.

dollar commitments total $ 237 million, which together represent 100% of the total available commitments under the A&R Facility Agreement.

As of September 30, 2023, SCL had $ 2.24 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 15.86 billion (approximately $ 2.03 billion at exchange rates in effect on September 30, 2023) and U.S.

dollar commitments of $ 213 million .

2012 Singapore Credit Facility

As of September 30, 2023, MBS had SGD 589 million (approximately $ 431 million at exchange rates in effect on September 30, 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 $ 112 million at exchange rates in effect on September 30, 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 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, 2023, there was SGD 3.69 billion (approximately $ 2.70 billion at exchange rates in effect on September 30, 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.

As of March 31, 2024, there was SGD 3.69 billion (approximately $ 2.73 billion at exchange rates in effect on March 31, 2024) 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 September 30, 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 January 1, 2024, 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 A&R Facility Agreement.

As of March 31, 2024, management believes the Company was in compliance with all debt covenants.

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 2018 SCL Credit Facility $ — $ 700

Repayments on 2018 SCL Credit Facility $ ( 1,698 ) $ —

Repayments on 2012 Singapore Credit Facility $ ( 15 ) $ ( 16 )

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$ ( 17 ) $ ( 17 )

Note 4 — Derivative Instruments

During the year ended December 31, 2021, the Company entered into a foreign currency swap agreement which was designated as a hedge of the cash flows related to a portion of the 2025 SCL Senior Notes (the “2025 Swap”).

The 2025 Swap has a total notional value of $ 1.0 billion and expires in August 2025.

During the three months ended March 31, 2024, the Company entered into additional foreign currency swap agreements, which were designated as a hedge of the cash flows related to a portion of the 2028 SCL Senior Notes (collectively, the “2028 Swaps”).

The 2028 Swaps have a total notional value of $ 1.27 billion and expire in August 2028.

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

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

dollars at the contractual spot rate.

As of March 31, 2024, the total fair value of the 2025 Swap and the 2028 Swaps (together, the “FX Swaps”) is recorded as a liability in “Other long-term liabilities.” The fair value of the FX Swaps was estimated using Level 2 inputs from recently reported market transactions of foreign currency exchange rates.

The changes in fair value of the FX Swaps were recognized as other comprehensive income in the accompanying condensed consolidated balance sheets.

Additionally, the foreign currency gains/losses incurred from the remeasurement of the portion of the SCL Senior Notes being hedged were also recognized in “Other comprehensive income.”

Note 5 — Equity and Earnings Per Share

On February 14, 2024, the Company paid a dividend of $ 0.20 per common share as part of a regular cash dividend program.

During the three months ended March 31, 2024, the Company recorded $ 151 million as a distribution against retained earnings.

In April 2024, the Company’s Board of Directors declared a quarterly dividend of $ 0.20 per common share (a total estimated to be approximately $ 149 million) to be paid on May 15, 2024, to stockholders of record on May 7, 2024.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5 — Equity and Earnings (Loss) Per Share

On August 16, 2023, the Company paid a dividend of $ 0.20 per common share as part of a regular cash dividend program.

During the nine months ended September 30, 2023, the Company recorded $ 153 million as a distribution against retained earnings.

In October 2023, the Company’s Board of Directors declared a quarterly dividend of $ 0.20 per common share (a total estimated to be approximately $ 153 million) to be paid on November 15, 2023, to stockholders of record on November 7, 2023.

Share Repurchases

On October 16, 2023, the Company’s Board of Directors authorized increasing the remaining share repurchase amount of $ 916 million to $ 2.0 billion and extending the expiration date from November 2024 to November 3, 2025.

During the three months ended March 31, 2024, the Company repurchased 8,576,873 shares of its common stock for $ 455 million (including commissions and $ 5 million in excise tax) under the Company's current program.

During the three months ended March 31, 2023, no shares of its common stock were repurchased.

All share repurchases of the Company's common stock have been recorded as treasury stock in the accompanying condensed consolidated balance sheets.

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.

During the nine months ended September 30, 2023, no shares of its common stock were repurchased.

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

Noncontrolling Interests in SCL

Purchase of Noncontrolling Interest

On December 5, 2023, the Company’s wholly owned subsidiary, Venetian Venture Development II (“VVDI II”), entered into a Master Confirmation and Supplemental Confirmation (collectively, the "Forward Purchase Agreement") with a financial institution (the “Dealer”) relating to the purchase of the common stock of SCL (the “Forward Purchase Transaction”).

On April 16, 2024, the Dealer exercised its acceleration option under the Forward Purchase Agreement and, on April 18, 2024, delivered 90,467,099 shares of SCL common stock to the Company, representing an average price of HKD 21.57 per share.

The additional shares delivered resulted in an increase of the Company’s ownership of SCL to approximately 71 %.

Earnings 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:

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In millions)

Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share) 764 764 764 764

Weighted-average common shares outstanding (used in the calculation of basic earnings per share)

Potential dilution from stock options and restricted stock and stock units

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share) 766 764 767 764

Antidilutive stock options excluded from the calculation of diluted earnings (loss) per share 5 15 3 15

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

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

Note 6 — Income Taxes

The Company’s effective income tax rate from continuing operations was 18.7 % for the nine months ended September 30, 2023, compared to 15.6 % for the nine months ended September 30, 2022.

The effective income tax rate for the nine months ended September 30, 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, VML and its peers received a corporate income tax exemption on gaming operations through December 31, 2022.

In December 2022, VML 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.

Additionally, the Company entered into a shareholder dividend tax agreement with the Macao

The Company’s effective income tax rate was 2.8 % for the three months ended March 31, 2024, compared to 25.6 % for the three months ended March 31, 2023.

The effective income tax rate for the three months ended March 31, 2024, reflects a 17 % statutory tax rate on the Company’s Singapore operations, a 21 % corporate income tax rate on its domestic operations, and a zero percent tax rate on its Macao gaming operations due to the Company’s income tax exemption in Macao.

On February 5, 2024, the Macao government provided notice that VML and its peers received an exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.

Additionally, on February 7, 2024, the Company entered into a shareholder dividend tax agreement with the Macao government, effective for the period from January 1, 2023 through December 31, 2025, providing for an annual payment at an applicable rate of gross gaming revenue as a substitution for a 12 % tax otherwise due from

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12 % tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.

The Company is evaluating the timing of an application for a new shareholder dividend tax agreement.

The effective income tax rate for the nine months ended September 30, 2023, anticipates similar tax agreements for the new Concession period;

however, there is no assurance such agreements will be entered into.

VML shareholders on dividend distributions paid from VML gaming profits.

For the year ended December 31, 2023, income tax expense included an anticipated $ 57 million shareholder dividend tax based on the information available at the balance sheet date.

During the three months ended March 31, 2024, the Company reversed the $ 57 million of income tax expense and recorded $ 10 million to corporate expense related to the year ended December 31, 2023, to reflect the terms of the new shareholder dividend tax agreement.

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.

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The Company has operating and finance leases for various real estate (including leasehold interests in land) and equipment.

Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring (e.g., the Nassau Land Lease rental payments will increase in the event the Company is awarded a gaming license in New York).

Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring.

Certain of the Company’s leases include options to extend the lease term by one month to 10 years.

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Nassau Coliseum

In conjunction with the Nassau Coliseum Transaction, the Company entered into a lease agreement with the County of Nassau in the State of New York, for the use and exclusive right to develop and operate assets on approximately 72 acres of land, including the Nassau Coliseum and other improvements thereon (the “Nassau Land Lease”), which commenced on June 2, 2023, and has a 99-year lease term.

The Company is required to make annual rent payments in the amounts and at the times specified in the Nassau Land Lease agreement, including additional rent payments contingent on certain events occurring as defined in the agreement.

As of September 30, 2023, the related right-of-use (“ROU”) asset and finance lease liability were $ 279 million and $ 201 million, respectively.

Refer to “Note 3 — Goodwill and Intangible Assets, Net” for further details on this transaction.

In the accompanying condensed consolidated balance sheet, the Nassau Land Lease ROU asset is included in “Property and equipment, net” and the noncurrent portion of the related finance lease liability is included in “Long-term debt.” A one-time rent payment of $ 54 million was made under the finance lease liability within two business days of the lease term commencement date and is included in cash flows used in financing activities.

The future minimum lease payments are $ 1 million for the period ending December 31, 2023, $ 6 million for each of the years ending December 31, 2024 through 2027, and $ 1.77 billion thereafter.

In conjunction with the Nassau Coliseum Transaction, the seller assigned their lease of the land on which the related assets, including the Nassau Coliseum and other improvements, are affixed (the “Original Lease”) to the Company.

Immediately following this assignment, the Company entered into a new land lease agreement with the County, for the use and exclusive right to develop and operate assets on the land (the “New Lease”), which commenced on June 2, 2023.

On April 18, 2023, Hofstra University (“Hofstra”) filed a petition against the Nassau County Planning Commission (the “Planning Commission”) in the New York Supreme Court, County of Nassau, asserting, among other things, that certain meetings held by the Planning Commission concerning the New Lease and certain related transactions were not properly noticed and/or held, and that appropriate materials concerning the meetings were not made available to the public by the Planning Commission in connection with the meetings.

On May 31, 2023, Hofstra filed an amended petition that, among other things, added additional respondents and sought to invalidate certain votes held by the County and the Nassau County Legislature.

The Company is not a party to these proceedings.

In a decision and order dated November 9, 2023, the Court annulled various votes held by the Nassau County Legislature, annulled the New Lease and remitted the matter to the Planning Commission and the Nassau County Legislature to conduct a proper public hearing in accordance with all relevant statutes and rules, including the Nassau County Administrative Code and the Open Meetings law and for the issuance of a positive declaration pursuant to the New York State Environmental Quality Review Act and for the preparation of an Environmental Impact Statement.

On November 10, 2023, the respondents appealed the decision and order and on November 21, 2023, Hofstra cross-appealed.

On December 13, 2023, the Appellate Division:

Second Judicial Department denied respondents’ motion to stay enforcement of the decision and order pending the appeal, but granted a calendar preference, indicating that the appeal will be calendared expeditiously after all briefs have been filed.

With the invalidation of the New Lease noted above, the Company believed it had become the lessee in the Original Lease.

This was accounted for as a lease modification on December 14, 2023.

Prior to the invalidation of the New Lease, the Company made the required lease payments, including a one-time rent payment of $ 54 million.

On January 29, 2024, Hofstra filed a motion seeking a declaration that the Court’s prior order included the annulment of Nassau County’s consent and the putative assignment to the Company of the Original Lease.

On February 23, 2024, the New York State Supreme Court ruled the Original Lease has been terminated and the Company currently has no leasehold interest in the land upon which the Nassau Coliseum sits.

On February 27, 2024, the respondents appealed the decision, order and interlocutory judgment.

On March 29, 2024, the Appellate

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Second Judicial Department denied respondents’ motion to stay enforcement of the decision, order and interlocutory judgment.

Subsequent to this order, the Company entered into a use and occupancy permit (the “Permit”) with the County to allow the Company to continue operating the Nassau Coliseum for a nominal $ 1 fee.

The Company considered the accounting guidance under ASC 842 and determined the Permit meets the definition of a lease as it conveys the right to control the use of the associated assets for a specified period of time.

Consequently, the Original Lease was deemed to be modified, maintaining the operating lease classification.

The lease liability was reduced to $ 0 and an equivalent adjustment was made to the related right-of-use asset, reducing it to $ 73 million.

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 $ 128 $ — $ 119 $ —

Overage rents 48 — 16 —

Rent concessions (1)

Total overage rents and rent concessions 48 — ( 21 ) —

$ 176 $ — $ 98 $ —

Nine Months Ended September 30,

Mall Other Mall Other

Three Months Ended

(In millions)

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Overage rents 17 18

Rent concessions (1)

Total overage rents and rent concessions 91 — ( 19 ) —

$ 463 $ 1 $ 350 $ 1

___________________

(1) Rent concessions were provided 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)

Note 8 — Fair Value Disclosures

As of September 30, 2023 and December 31, 2022, the amounts of the Company's assets and liabilities that were accounted for at fair value were immaterial.

As of September 30, 2023 and December 31, 2022, certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivables, net, and accounts payable, had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.

Cash equivalents include cash deposits, cash held in money market funds and U.S.

Treasury Bills.

Treasury Bills are held-to-maturity.

The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company as of September 30, 2023 and December 31, 2022, using available market information.

The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company as of March 31, 2024 and December 31, 2023, using available market information.

Determining fair value is judgmental in nature and requires market assumptions and/or estimation methodologies.

September 30, 2023

The table excludes cash, restricted cash, accounts receivables, net, and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

March 31, 2024

Hierarchy Level

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14,008 13,451

Cross-currency swaps (2)

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2023

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Money market funds

Treasury Bills

Loan Receivable (1)

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14,090 13,526

Cross-currency swaps (2)

____________________

(1) 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.

(2) 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).

The carrying amount in the table represents the contractual amount.

(2) The estimated fair value is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

LAS VEGAS SANDS CORP.

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On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) filed a claim with the Macao First Instance Court against VML, LVS (Nevada) International Holdings, Inc.

(“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort (“VCR”) (collectively, the “Defendants”) for 3.0 billion patacas (approximately $ 372 million at exchange rates in effect on September 30, 2023), which alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S.

(“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort (“VCR”) (collectively, the “Defendants”) for 3.0 billion patacas (approximately $ 372 million at exchange rates in effect on March 31, 2024), which alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S.

Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001.

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Evidence gathering by the Macao First Instance commenced by letters rogatory, which was completed on March 14, 2019.

On July 15, 2019, AAEC submitted a request to the Macao First Instance Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 11.96 billion at exchange rates in effect on September 30, 2023), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022.

On July 15, 2019, AAEC submitted a request to the Macao First Instance Court to increase the amount of its claim to 96.45 billion patacas (approximately $ 11.96 billion at exchange rates in effect on March 31, 2024), 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 First Instance Court allowed AAEC’s amended request.

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On July 10, 2021, the U.S.

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

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, 2024) based on Plaintiff’s July 15, 2019 amendment.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

From December 17, 2021 to January 19, 2022, Plaintiff submitted additional documents to the court file and disclosed written reports from two purported experts, who calculated Plaintiff’s damages at 57.88 billion patacas and 62.29 billion patacas (approximately $ 7.18 billion and $ 7.72 billion, respectively, at exchange rates in effect on September 30, 2023).

From December 17, 2021 to January 19, 2022, Plaintiff submitted additional documents to the court file and disclosed written reports from two purported experts, who calculated Plaintiff’s damages at 57.88 billion patacas and 62.29 billion patacas (approximately $ 7.18 billion and $ 7.73 billion, respectively, at exchange rates in effect on March 31, 2024).

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

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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, 2023).

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, 2024).

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

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Defendants were notified that the Macao Second Instance Court had invited Plaintiff to amend its appeal brief, primarily to separate out matters of fact from matters of law, and Plaintiff had submitted an amended appeal brief on October 5, 2023.

The deadline for U.S.

Defendants to respond is October 30, 2023.

Defendants responded to Plaintiff’s amended appeal brief on October 30, 2023.

On November 8, 2023, the Macao Second Instance Court issued an order concluding that Plaintiff may have litigated in bad faith by exceeding the scope of permissible amendments to its appeal brief and invited responses from the parties.

Plaintiff moved for clarification of the November 8 order on November 22, 2023, and the U.S.

Defendants responded to the November 8 order on November 23, 2023.

On January 5, 2024, the Macao Second Instance Court rejected Plaintiff's request for clarification.

This matter is currently pending the Macao Second Instance Court's decision.

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

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On May 18, 2022, the defendants filed a motion to dismiss the second amended complaint, and briefing was completed on July 8, 2022.

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On August 8, 2023, the U.S.

District Court denied Lead Plaintiffs’ motion for reconsideration, and granted in part and denied in part the defendants’ motion to dismiss the second amended complaint.

District Court dismissed Lead Plaintiffs’ allegations pertaining to challenged statements that were made in 2016, 2017 and 2018, but allowed the challenged statements from 2019 and 2020 to proceed.

District Court dismissed Lead Plaintiffs’ allegations pertaining to the challenged statements that were made in 2016, 2017 and 2018, but allowed the allegations pertaining to the challenged statements from 2019 and 2020 to proceed.

On August 22, 2023, the defendants filed a motion for partial reconsideration, requesting that the U.S.

District Court reconsider its denial of the motion to dismiss with respect to the challenged statements from 2019 and 2020.

If the motion for partial reconsideration is

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granted, this would result in dismissal of the second amended complaint.

If the motion for partial reconsideration is granted, this would result in dismissal of the second amended complaint.

The defendants also moved, in the event the motion for partial reconsideration is not granted, for certification for interlocutory appeal of the U.S.

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The defendants simultaneously filed a motion for a stay pending adjudication of the motion for reconsideration, which requests a stay of all discovery and case deadlines.

Lead Plaintiffs filed oppositions to both motions on September 5, 2023, and the defendants filed their replies on September 12, 2023.

These motions are pending before the U.S.

District Court.

This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

The Company intends to defend this matter vigorously.

Briefing on both motions was completed on September 12, 2023.

On December 19, 2023, the U.S.

District Court granted the defendants’ motion for partial reconsideration and, on January 2, 2024, entered an amended order granting the defendants’ motion to dismiss the second amended complaint in its entirety.

District Court also granted Lead Plaintiffs leave to file an amended complaint by January 18, 2024.

In addition, in light of its granting the motion for partial reconsideration, the U.S.

District Court denied the defendants’ motion for a stay of discovery and case deadlines as moot.

On January 18, 2024, Lead Plaintiffs informed the defendants that they would not be filing an amended complaint.

On February 22, 2024, Lead Plaintiffs and the defendants filed a stipulation to dismiss Lead Plaintiffs’ claims with prejudice with each party bearing its own fees and costs.

Based on the stipulation, the U.S.

District Court dismissed the action with prejudice on February 26, 2024, and final judgment was entered in favor of the defendants on February 27, 2024.

Lead Plaintiffs did not file a notice of appeal by the March 28, 2024 deadline and therefore, this matter is concluded.

Adelson, et al.

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District Court entered an order granting the parties’ stipulation to stay this action in light of the Daniels Family 2001 Revocable Trust putative securities class action (the “Securities Action”).

Subject to the terms of the parties’ stipulation, this action is stayed until 30 days after the final resolution of the motion to dismiss in the Securities Action.

Subject to the terms of the parties’ stipulation, this action was stayed until 30 days after the final resolution of the motion to dismiss in the Securities Action.

On March 11, 2021, the U.S.

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Adelson as a defendant in this action.

The Company intends to defend this matter vigorously.

Macao Concession - Committed Investment

Under the Concession, the Company is required to invest a minimum of 30.24 billion patacas (approximately $ 3.75 billion at exchange rates in effect on September 30, 2023), in certain gaming and non-gaming projects in Macao by December 2032.

The specific investments to be carried out are determined annually by VML and proposed to the Macao government for approval.

VML submitted the list of investments and projects it intends to carry out in 2023 to the Macao government on March 31, 2023, which has been approved by the Macao government.

Sponsorship and Similar Agreements

The Company has agreements with certain celebrities and professional sports leagues and teams for the hosting of events, advertising, marketing, promotional and sponsorship opportunities in order to promote the Company’s brand and services.

As of September 30, 2023, obligations related to these agreements were $ 300 million, with contracts extending through 2029 .

On January 2, 2024, the second amended complaint in the Securities Action was dismissed in its entirety, and the case was dismissed with prejudice on February 26, 2024.

On February 27, 2024, the U.S.

District Court lifted the stay in this action and ordered the parties to meet and confer and submit a proposed scheduling order by March 12, 2024.

On March 8, 2024, the parties in this action filed a stipulation requesting that their deadline to submit the proposed scheduling order be extended to April 11, 2024, in order to know, before submitting the proposed scheduling order, whether the plaintiffs in the Securities Action would appeal by their deadline of March 28, 2024.

District Court granted the stipulation on March 13, 2024.

The plaintiffs in the Securities Action did not file an appeal by the deadline.

On April 9, 2024, the parties in this action filed a stipulation to dismiss the case in its entirety as to all defendants without prejudice, with each party bearing its own fees and costs.

Based on the stipulation, the U.S.

District Court dismissed this action without prejudice on April 10, 2024, and therefore, this matter is concluded.

LAS VEGAS SANDS CORP.

12 unchanged sentences

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

The operations that comprised the Company’s former Las Vegas Operating Properties reportable business segment were classified as a discontinued operation through February 22, 2022, and the information below for the nine months ended September 30, 2022, excludes these results.

The Company’s segment information as of September 30, 2023 and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022 is as follows:

The Company’s segment information as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023 is as follows:

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

(In millions)

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

The Venetian Macao $ 638 $ 52 $ 17 $ 54 $ 10 $ 771

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Total net revenues $ 2,228 $ 330 $ 150 $ 174 $ 77 $ 2,959

Three Months Ended September 30, 2022

Three Months Ended March 31, 2023

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

10 unchanged sentences

Total net revenues $ 1,541 $ 243 $ 124 $ 162 $ 50 $ 2,120

____________________

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

LAS VEGAS SANDS CORP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

(In millions)

Nine Months Ended September 30, 2023

The Venetian Macao $ 1,544 $ 142 $ 47 $ 162 $ 39 $ 1,934

The Londoner Macao 850 232 59 47 15 1,203

The Parisian Macao 492 100 35 23 7 657

The Plaza Macao and Four Seasons Macao 367 69 21 125 5 587

Sands Macao 218 12 9 1 1 241

Ferry Operations and Other — — — — 74 74

3,471 555 171 358 141 4,696

Marina Bay Sands 1,940 326 252 178 92 2,788

Intercompany royalties — — — — 164 164

Intercompany eliminations (1)

— — — ( 1 ) ( 190 ) ( 191 )

Total net revenues $ 5,411 $ 881 $ 423 $ 535 $ 207 $ 7,457

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

____________________

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In millions)

5 unchanged sentences

Total intersegment revenues $ 73 $ 55

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Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In millions)

6 unchanged sentences

Ferry Operations and Other 5 1

631 ( 152 ) 1,570 ( 273 )

Marina Bay Sands 597 394

Consolidated adjusted property EBITDA (1)

1,122 191 2,887 510

Other Operating Costs and Expenses

Stock-based compensation (2)

( 6 ) ( 9 ) ( 25 ) ( 20 )

Corporate ( 78 ) ( 57 )

4 unchanged sentences

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

Operating income (loss) 688 ( 177 ) 1,603 ( 626 )

Operating income 717 378

Other Non-Operating Costs and Expenses

1 unchanged sentence

Interest expense, net of amounts capitalized ( 182 ) ( 218 )

Other income (expense) 4 2 ( 17 ) ( 29 )

Other expense

Income tax expense ( 17 ) ( 50 )

Net income (loss) from continuing operations $ 449 $ ( 380 ) $ 962 $ ( 1,272 )

____________________

(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.

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income 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.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation.

In particular, management utilizes consolidated adjusted property EBITDA to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation.

Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

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The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.

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

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, 2023 and 2022 , the Company recorded stock-based compensation expense of $ 16 million and $ 18 million, respectively, of which $ 10 million and $ 9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense of $ 58 million and $ 47 million, respectively, of which $ 33 million and $ 27 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended

September 30,

(2) During the three months ended March 31, 2024 and 2023 , the Company recorded stock-based compensation expense of $ 20 million and $ 22 million, respectively, of which $ 14 million and $ 11 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Three Months Ended

(In millions)

8 unchanged sentences

Total capital expenditures $ 196 $ 166

September 30,

2024 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