What changed in this filing

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Item 1. Financial Statements

2024-07-26 compared with 2024-04-19 · 229 added, 86 removed, 623 unchanged (34% of the section changed)

13 unchanged sentences

Property and equipment, net 11,367 11,439

Restricted cash 124 124

Restricted cash and cash equivalents

Deferred income taxes, net 124 121

33 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions, except per share data)

2 unchanged sentences

Food and beverage 148 143 298 267

Mall 174 172 348 334

Convention, retail and other 91 69 168 119

2 unchanged sentences

Casino 1,141 1,034 2,321 1,908

Rooms 77 71 155 127

Food and beverage 124 117 250 221

Mall 19 21 39 42

Convention, retail and other 58 50 115 89

7 unchanged sentences

Loss on disposal or impairment of assets 16 4 30 18

2,170 2,005 4,412 3,747

Operating income

591 537 1,308 915

Other income (expense):

1 unchanged sentence

Interest expense, net of amounts capitalized ( 186 ) ( 210 ) ( 368 ) ( 428 )

Other expense

Other income (expense)

11 14 5 ( 21 )

Income before income taxes

496 417 1,096 612

Income tax expense

( 72 ) ( 49 ) ( 89 ) ( 99 )

Net (income) loss attributable to noncontrolling interests

424 368 1,007 513

Net income attributable to noncontrolling interests

( 71 ) ( 56 ) ( 160 ) ( 54 )

Net income attributable to Las Vegas Sands Corp.

$ 353 $ 312 $ 847 $ 459

Earnings per share:

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions)

3 unchanged sentences

Total comprehensive income 409 315 923 478

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

Comprehensive income attributable to noncontrolling interests

( 71 ) ( 55 ) ( 156 ) ( 53 )

Comprehensive income attributable to Las Vegas Sands Corp.

$ 338 $ 260 $ 767 $ 425

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

12 unchanged sentences

(In millions)

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

— — — — 312 56 368

Currency translation adjustment

— — — ( 51 ) — ( 1 ) ( 52 )

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

Exercise of stock options

— — 3 — — — 3

Stock-based compensation

— — 11 — — 1 12

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

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

Net income (loss) — — — — 147 ( 2 ) 145

— — — — 459 54 513

Currency translation adjustment

2 unchanged sentences

— — — ( 5 ) — ( 1 ) ( 6 )

Exercise of stock options

— — 3 — — — 3

Stock-based compensation

1 unchanged sentence

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

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

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

Net income — — — — 353 71 424

Currency translation adjustment

— — — ( 13 ) — — ( 13 )

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

Stock-based compensation — — 14 — — — 14

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

Settlement of forward contract for purchase of noncontrolling interest

— — 3 — — ( 3 ) —

Repurchase of common stock

— ( 404 ) — — — — ( 404 )

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

— — — — ( 148 ) — ( 148 )

Balance at June 30, 2024 $ 1 $ ( 5,850 ) $ 6,508 $ ( 53 ) $ 3,148 $ 140 $ 3,894

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

6 unchanged sentences

Tax withholding on vesting of equity awards — — ( 4 ) — — — ( 4 )

Settlement of forward contract for purchase of noncontrolling interest

— — 3 — — ( 3 ) —

Repurchase of common stock

2 unchanged sentences

— — — — ( 299 ) — ( 299 )

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

Balance at June 30, 2024 $ 1 $ ( 5,850 ) $ 6,508 $ ( 53 ) $ 3,148 $ 140 $ 3,894

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In millions)

10 unchanged sentences

Provision for (recovery of) credit losses 15 ( 1 )

Foreign exchange loss

Foreign exchange (gain) loss

Deferred income taxes ( 14 ) ( 10 )

7 unchanged sentences

Capital expenditures ( 481 ) ( 362 )

Proceeds from disposal of property and equipment 1 —

Acquisition of intangible assets and other ( 8 ) ( 239 )

2 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options — 3

Tax withholding on vesting of equity awards ( 4 ) ( 1 )

1 unchanged sentence

Dividends paid ( 299 ) —

Proceeds from long-term debt 1,748 —

Repayments of long-term debt ( 1,960 ) ( 1,287 )

4 unchanged sentences

Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents ( 25 ) ( 18 )

Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents ( 149 ) 220

Decrease in cash, cash equivalents and restricted cash and cash equivalents

( 393 ) ( 544 )

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

4 unchanged sentences

Change in construction-related payables

$ 147 $ ( 10 )

Excise tax accrued on repurchase of common stock

13 unchanged sentences

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 Macao government announced total visitation from mainland China to Macao increased approximately 52.9% during the six months ended June 30, 2024, as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 41.9% during the six months ended June 30, 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 to approximately 4.4 million for the three months ended March 31, 2024, from approximately 2.9 million for the same period in 2023.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 8.2 million for the six months ended June 30, 2024, from approximately 6.3 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.

As part of the gaming 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 $ 4.45 billion at exchange rates in effect on June 30, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $ 4.15 billion at exchange rates in effect on June 30, 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.

6 unchanged sentences

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 $ 1.10 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.

The Company has incurred approximately $ 1.10 billion as of June 30, 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.

2 unchanged sentences

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.

These projects are in addition to the MBS Expansion Project.

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”).

19 unchanged sentences

Write-offs ( 7 ) ( 11 )

Recoveries of receivables previously written-off

Exchange rate impact

Balance at March 31

Balance at June 30

Customer Contract Related Liabilities

8 unchanged sentences

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

Balance at March 31

Balance at June 30

109 137 39 66 713 654

1 unchanged sentence

____________________

(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.

(1) Of this amount, $ 171 million and $ 167 million as of June 30 and January 1, 2024, respectively, and $ 154 million and $ 149 million as of June 30 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.

7 unchanged sentences

Related (1) :

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 2 )

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 $ 4 and $ 5 , respectively)

$ 1,749 $ 1,748

5.900% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 6 )

1 unchanged sentence

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

Macao Related (1) :

6.200% Senior Notes due 2034 (net of unamortized original issue discount and deferred financing costs of $ 5 )

Macao Related (1) :

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 3 and $ 4 , respectively)

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

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

2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 )

2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 10 and $ 11 , respectively)

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 $ 6 and $ 7 , respectively)

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

6 unchanged sentences

____________________

(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.

(1) Unamortized deferred financing costs of $ 49 million and $ 59 million as of June 30, 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) Includes finance leases related to Macao of $ 16 million and $ 18 million as of June 30, 2024 and December 31, 2023, respectively.

LVSC Senior Notes

On May 16, 2024, LVSC issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $ 1.75 billion , consisting of $ 750 million of 5.900 % Senior Notes due June 1, 2027 (the “2027 LVSC Senior Notes”), $ 500 million of 6.000 % Senior Notes due August 15, 2029 (the “2029 LVSC Senior Notes”) and $ 500 million of 6.200 % Senior Notes due August 15, 2034 (the “2034 LVSC Senior Notes” and, together with the 2027 LVSC Senior Notes and the 2029 LVSC Senior Notes, the “LVSC Senior Notes”).

There are no interim principal payments on the LVSC Senior Notes and interest is payable semi-annually in arrears on December 1 and June 1, commencing on December 1, 2024, with respect to the 2027 LVSC Senior Notes and on February 15 and August 15, commencing on February 15, 2025, with respect to the 2029 LVSC Senior Notes and the 2034 LVSC Senior Notes.

The LVSC Senior Notes are senior unsecured obligations of LVSC.

Each series of LVSC Senior Notes rank equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any.

None of LVSC’s subsidiaries guarantee the LVSC Senior Notes.

The LVSC Senior Notes were issued pursuant to supplemental indentures, dated May 16, 2024 (the “Supplemental Indentures”), between LVSC and U.S.

Bank Trust Company, National Association, as trustee.

The Supplemental Indentures contain covenants, subject to customary exceptions and qualifications, that limit the ability of LVSC and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis.

The Supplemental Indentures also provide for customary events of default.

The net proceeds from the offering and cash on hand were used to redeem in full the outstanding principal amount of the $ 1.75 billion 3.200 % Senior Notes due August 8, 2024 (the “2024 LVSC Senior Notes”) and any accrued interest.

As a result, the Company recorded a $ 1 million loss on early retirement of debt during the three months ended June 30, 2024.

LVSC Revolving Facility

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

1 unchanged sentence

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.

As of June 30, 2024, the Company had $ 1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.

The loans made under the 2024 LVSC 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 LVSC 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 LVSC 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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of liens on the assets of LVSC and its 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 LVSC 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.

SCL Senior Notes

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

(“SCL”) to BBB-.

During the three months ended June 30, 2024, Sands China Ltd.

(“SCL”) repurchased $ 175 million of the outstanding principal amount of $ 1.80 billion of its 5.125 % Senior Notes due August 8, 2025 (“2025 SCL Senior Notes”), resulting in a gain on early retirement of debt of approximately $ 1 million.

As of June 30, 2024, the 2025 SCL Senior Notes had a remaining aggregate principal amount of $ 1.63 billion.

On February 1, 2024, Fitch upgraded the credit rating for the Company and 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

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.

As of June 30, 2024, SCL had $ 2.50 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar (“HKD”) commitments of HKD 17.63 billion (approximately $ 2.26 billion at exchange rates in effect on June 30, 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.

As of June 30, 2024, MBS had SGD 589 million (approximately $ 433 million at exchange rates in effect on June 30, 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 June 30, 2024) pursuant to the Second Development Agreement.

As of June 30, 2024, there was SGD 3.69 billion (approximately $ 2.71 billion at exchange rates in effect on June 30, 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 June 30, 2024, management believes the Company was in compliance with all debt covenants.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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:

Three Months Ended

Six Months Ended

(In millions)

Proceeds from LVSC Senior Notes $ 1,748 $ —

Repayment on 2024 LVSC Senior Notes

$ ( 1,750 ) $ —

Repurchase of 2025 SCL Senior Notes

Repayments on 2018 SCL Credit Facility — ( 1,198 )

Repayments on 2012 Singapore Credit Facility ( 31 ) ( 31 )

4 unchanged sentences

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”).

During the six months ended June 30, 2024, the Company entered into additional foreign currency swap agreements, which were designated as hedges of the cash flows related to portions of the 2028 SCL Senior Notes (the “2028 Swaps”) and the 2029 SCL Senior Notes (the “2029 Swap”).

The 2028 Swaps have a total notional value of $ 1.42 billion and expire in August 2028.

The 2029 Swap has a total notional value of $ 100 million and expires in March 2029.

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.

1 unchanged sentence

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.

As of June 30, 2024, the total fair value of the 2025 Swap, the 2028 Swaps and the 2029 Swap (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.”

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.” Refer to “Note 8 — Fair Value Disclosures” for further details.

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.

On February 14 and May 15, 2024, the Company paid a quarterly dividend of $ 0.20 per common share as part of a regular cash dividend program.

During the six months ended June 30, 2024, the Company recorded $ 299 million as a distribution against retained earnings.

In July 2024, the Company’s Board of Directors declared a quarterly dividend of $ 0.20 per common share (a total estimated to be approximately $ 147 million) to be paid on August 14, 2024, to stockholders of record on August 6, 2024.

LAS VEGAS SANDS CORP.

2 unchanged sentences

Share Repurchases

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.

During the six months ended June 30, 2024, the Company repurchased 17,316,119 shares of its common stock for approximately $ 859 million (including commissions and $ 9 million in excise tax) under the Company's current program.

During the six months ended June 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 in the accompanying condensed consolidated balance sheets.

6 unchanged sentences

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

The following table summarizes the net income attributable to LVSC and transfers from the noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions)

Net income attributable to LVSC $ 353 $ 312 $ 847 $ 459

Transfer from noncontrolling interest:

Increase in LVSC's paid-in-capital for purchase of subsidiary shares

Changes from net income attributable to LVSC and transfers from noncontrolling interest $ 356 $ 312 $ 850 $ 459

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Earnings Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions)

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

740 764 745 764

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 per share)

741 767 747 767

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

Note 6 — Income Taxes

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.

The Company’s effective income tax rate was 8.1 % for the six months ended June 30, 2024, compared to 16.2 % for the six months ended June 30, 2023.

The effective income tax rate for the six months ended June 30, 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

7 unchanged sentences

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nassau Coliseum

14 unchanged sentences

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)

On March 29, 2024, the Appellate Division:

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

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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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Three Months Ended

Three Months Ended June 30,

(In millions)

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Overage rents 13 — 25 —

$ 149 $ 1 $ 148 $ 1

Six Months Ended June 30,

Mall Other Mall Other

(In millions)

Minimum rents $ 268 $ 1 $ 244 $ 1

Overage rents 30 — 43 —

$ 298 $ 1 $ 287 $ 1

Note 8 — Fair Value Disclosures

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.

The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company as of June 30, 2024 and December 31, 2023, using available market information.

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

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

June 30, 2024

Hierarchy Level

Carrying Amount Level 1

Carrying Amount (1)

(in millions)

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Hierarchy Level

Carrying Amount Level 1

Carrying Amount (1)

(in millions)

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____________________

(1) The cross-currency swaps are accounted for at fair value in the accompanying condensed consolidated financial statements.

The other items included in this table are not accounted for at fair value.

(2) 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.

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

(4) The carrying amount of long-term debt is exclusive of finance leases and represents its contractual value.

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 March 31, 2024), 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 $ 373 million at exchange rates in effect on June 30, 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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At the end of December 2016, all the appeals were transferred to the Macao Second Instance Court.

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 March 31, 2024), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022.

Evidence gathering by the Macao First Instance Court 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 $ 11.99 billion at exchange rates in effect on June 30, 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 March 31, 2024) 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 June 30, 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 $ 7.73 billion, respectively, at exchange rates in effect on March 31, 2024).

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 $ 7.20 billion and $ 7.74 billion, respectively, at exchange rates in effect on June 30, 2024).

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

3 unchanged sentences

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 March 31, 2024).

Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $ 6 million at exchange rates in effect on June 30, 2024).

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

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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 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:

The Company’s segment information as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023 is as follows:

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

(In millions)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

The Venetian Macao $ 556 $ 50 $ 16 $ 55 $ 9 $ 686

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Total net revenues $ 2,035 $ 313 $ 148 $ 174 $ 91 $ 2,761

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

The Venetian Macao $ 523 $ 48 $ 17 $ 53 $ 12 $ 653

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Total net revenues $ 1,862 $ 296 $ 143 $ 172 $ 69 $ 2,542

____________________

(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)

Six Months Ended June 30, 2024

The Venetian Macao $ 1,194 $ 102 $ 33 $ 109 $ 19 $ 1,457

The Londoner Macao 737 166 49 33 21 1,006

The Parisian Macao 380 66 31 14 4 495

The Plaza Macao and Four Seasons Macao 248 50 16 76 2 392

Sands Macao 139 9 6 — 1 155

Ferry Operations and Other — — — — 60 60

2,698 393 135 232 107 3,565

Marina Bay Sands 1,565 250 163 117 79 2,174

Intercompany royalties — — — — 126 126

Intercompany eliminations (1)

— — — ( 1 ) ( 144 ) ( 145 )

Total net revenues $ 4,263 $ 643 $ 298 $ 348 $ 168 $ 5,720

Six Months Ended June 30, 2023

The Venetian Macao $ 969 $ 87 $ 30 $ 104 $ 21 $ 1,211

The Londoner Macao 479 135 34 30 7 685

The Parisian Macao 311 63 20 16 3 413

The Plaza Macao and Four Seasons Macao 259 45 14 75 2 395

Sands Macao 143 8 6 — 1 158

Ferry Operations and Other — — — — 45 45

2,161 338 104 225 79 2,907

Marina Bay Sands 1,242 201 163 110 57 1,773

Intercompany royalties — — — — 103 103

Intercompany eliminations (1)

— — — ( 1 ) ( 120 ) ( 121 )

Total net revenues $ 3,403 $ 539 $ 267 $ 334 $ 119 $ 4,662

____________________

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

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions)

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Total intersegment revenues $ 72 $ 66 $ 145 $ 121

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Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In millions)

6 unchanged sentences

Ferry Operations and Other 3 6 8 7

561 541 1,171 939

Marina Bay Sands 512 432 1,109 826

Consolidated adjusted property EBITDA (1)

1,073 973 2,280 1,765

Other Operating Costs and Expenses

Stock-based compensation (2)

( 3 ) ( 8 ) ( 9 ) ( 19 )

Corporate ( 69 ) ( 60 ) ( 147 ) ( 117 )

8 unchanged sentences

Interest expense, net of amounts capitalized ( 186 ) ( 210 ) ( 368 ) ( 428 )

Other expense

Other income (expense)

11 14 5 ( 21 )

Income tax expense ( 72 ) ( 49 ) ( 89 ) ( 99 )

$ 424 $ 368 $ 1,007 $ 513

(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.

____________________

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

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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.

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.

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

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.

Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

2 unchanged sentences

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

(2) During the three months ended March 31, 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

(2) During the three months ended June 30, 2024 and 2023 , the Company recorded stock-based compensation expense of $ 14 million and $ 20 million, respectively, of which $ 11 million and $ 12 million, respectively, was included in corporate

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

expense in the accompanying condensed consolidated statements of operations.

During the six months ended June 30, 2024 and 2023 , the Company recorded stock-based compensation expense of $ 34 million and $ 42 million , respectively, of which $ 25 million and $ 23 million , respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Six Months Ended

(In millions)

6 unchanged sentences

Sands Macao 6 2

Ferry Operations and Other 1 —

Marina Bay Sands 239 259

15 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