LAS VEGAS SANDS CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2024 December 31, 2023 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,711 $ 5,105 Accounts receivable, net of provision for credit losses of $ 206 and $ 201 436 484 Inventories 37 38 Prepaid expenses and other 148 150 Total current assets 5,332 5,777 Loan receivable 1,228 1,194 Property and equipment, net 11,367 11,439 Restricted cash and cash equivalents 125 124 Deferred income taxes, net 124 121 Leasehold interests in land, net 2,098 2,249 Goodwill and intangible assets, net 572 598 Other assets, net 267 276 Total assets $ 21,113 $ 21,778 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 149 $ 167 Construction payables 273 146 Other accrued liabilities 1,773 1,948 Income taxes payable 244 261 Current maturities of long-term debt 930 1,900 Total current liabilities 3,369 4,422 Other long-term liabilities 869 936 Deferred income taxes 173 187 Long-term debt 12,808 12,129 Total liabilities 17,219 17,674 Commitments and contingencies (Note 9) Equity: Preferred stock, $ 0.001 par value, 50 shares authorized, zero shares issued and outstanding — — Common stock, $ 0.001 par value, 1,000 shares authorized, 834 and 833 shares issued, 736 and 753 shares outstanding 1 1 Treasury stock, at cost, 98 and 80 shares ( 5,850 ) ( 4,991 ) Capital in excess of par value 6,508 6,481 Accumulated other comprehensive income (loss) ( 53 ) 27 Retained earnings 3,148 2,600 Total Las Vegas Sands Corp. stockholders’ equity 3,754 4,118 Noncontrolling interests 140 ( 14 ) Total equity 3,894 4,104 Total liabilities and equity $ 21,113 $ 21,778 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In millions, except per share data) (Unaudited) Revenues: Casino $ 2,035 $ 1,862 $ 4,263 $ 3,403 Rooms 313 296 643 539 Food and beverage 148 143 298 267 Mall 174 172 348 334 Convention, retail and other 91 69 168 119 Net revenues 2,761 2,542 5,720 4,662 Operating expenses: 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 Provision for (recovery of) credit losses 4 5 15 ( 1 ) General and administrative 268 279 554 530 Corporate 69 60 147 117 Pre-opening 3 8 6 10 Development 61 54 114 96 Depreciation and amortization 316 288 636 562 Amortization of leasehold interests in land 14 14 30 28 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): Interest income 80 76 151 146 Interest expense, net of amounts capitalized ( 186 ) ( 210 ) ( 368 ) ( 428 ) 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 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: Basic $ 0.48 $ 0.41 $ 1.14 $ 0.60 Diluted $ 0.48 $ 0.41 $ 1.13 $ 0.60 Weighted average shares outstanding: Basic 740 764 745 764 Diluted 741 767 747 767 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In millions) (Unaudited) Net income $ 424 $ 368 $ 1,007 $ 513 Currency translation adjustment ( 13 ) ( 52 ) ( 70 ) ( 29 ) Cash flow hedge fair value adjustment ( 2 ) ( 1 ) ( 14 ) ( 6 ) Total comprehensive income 409 315 923 478 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. 5 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Las Vegas Sands Corp. Stockholders’ Equity Common Stock Treasury Stock Capital in Excess of Par Value Accumulated Other Comprehensive Income (Loss) Retained Earnings (Deficit) Noncontrolling Interests Total (In millions) (Unaudited) Balance at March 31, 2023 $ 1 $ ( 4,481 ) $ 6,694 $ 11 $ 1,831 $ ( 227 ) $ 3,829 Net income — — — — 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 — — — — 459 54 513 Currency translation adjustment — — — ( 29 ) — — ( 29 ) Cash flow hedge fair value adjustment — — — ( 5 ) — ( 1 ) ( 6 ) Exercise of stock options — — 3 — — — 3 Stock-based compensation — — 22 — — 1 23 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 Net income — — — — 847 160 1,007 Currency translation adjustment — — — ( 70 ) — — ( 70 ) Cash flow hedge fair value adjustment — — — ( 10 ) — ( 4 ) ( 14 ) Stock-based compensation — — 28 — — 1 29 Tax withholding on vesting of equity awards — — ( 4 ) — — — ( 4 ) Settlement of forward contract for purchase of noncontrolling interest — — 3 — — ( 3 ) — Repurchase of common stock — ( 859 ) — — — — ( 859 ) Dividends declared ($ 0.40 per share) (Note 5) — — — — ( 299 ) — ( 299 ) 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. 6 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2024 2023 (In millions) (Unaudited) Cash flows from operating activities: Net income $ 1,007 $ 513 Adjustments to reconcile net income to net cash generated from operating activities: Depreciation and amortization 636 562 Amortization of leasehold interests in land 30 28 Amortization of deferred financing costs and original issue discount 30 31 Change in fair value of derivative asset/liability — ( 3 ) Paid-in-kind interest income ( 35 ) ( 14 ) Loss on disposal or impairment of assets 12 8 Stock-based compensation expense 29 22 Provision for (recovery of) credit losses 15 ( 1 ) Foreign exchange (gain) loss ( 6 ) 24 Deferred income taxes ( 14 ) ( 10 ) Changes in operating assets and liabilities: Accounts receivable 26 ( 71 ) Other assets ( 4 ) ( 34 ) Accounts payable ( 16 ) 46 Other liabilities ( 182 ) 281 Net cash generated from operating activities 1,528 1,382 Cash flows from investing activities: Capital expenditures ( 481 ) ( 362 ) Proceeds from disposal of property and equipment 1 — Acquisition of intangible assets and other ( 8 ) ( 239 ) Net cash used in investing activities ( 488 ) ( 601 ) Cash flows from financing activities: Proceeds from exercise of stock options — 3 Tax withholding on vesting of equity awards ( 4 ) ( 1 ) Repurchase of common stock ( 850 ) — Dividends paid ( 299 ) — Proceeds from long-term debt 1,748 — Repayments of long-term debt ( 1,960 ) ( 1,287 ) Payments of financing costs ( 20 ) ( 1 ) Other ( 23 ) ( 21 ) Net cash used in financing activities ( 1,408 ) ( 1,307 ) Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents ( 25 ) ( 18 ) 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 Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 4,836 $ 5,892 Supplemental disclosure of cash flow information Cash payments for interest, net of amounts capitalized $ 354 $ 391 Cash payments for taxes, net of refunds $ 115 $ 86 Change in construction-related payables $ 147 $ ( 10 ) Excise tax accrued on repurchase of common stock $ 9 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Organization and Business of Company The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2023, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. Operations Macao From 2020 through the beginning of 2023, the Company’s operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023. Since then, visitation to the Company’s Macao Integrated Resorts and operations has improved. 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. Singapore 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 8.2 million for the six months ended June 30, 2024, from approximately 6.3 million for the same period in 2023. Development Projects Macao 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. These projects have a total estimated cost of $ 1.2 billion and are expected to be substantially completed in early 2025. Singapore In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“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, 8 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 June 30, 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 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. 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 MBS Expansion Project. New York 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 . Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities Accounts Receivable and Provision for Credit Losses Accounts receivable consists of the following: June 30, 2024 December 31, 2023 (In millions) Casino $ 555 $ 483 Rooms 31 33 Mall 21 126 Other 35 43 642 685 Less - provision for credit losses ( 206 ) ( 201 ) $ 436 $ 484 9 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The following table shows the movement in the provision for credit losses recognized for accounts receivable: 2024 2023 (In millions) Balance at January 1 $ 201 $ 217 Current period provision for (recovery of) credit losses 15 ( 1 ) Write-offs ( 7 ) ( 11 ) Recoveries of receivables previously written-off 1 — Exchange rate impact ( 4 ) ( 2 ) Balance at June 30 $ 206 $ 203 Customer Contract Related Liabilities The Company provides numerous products and services to its patrons. There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided. The following table summarizes the liability activity related to contracts with customers: Outstanding Chip Liability Loyalty Program Liability Customer Deposits and Other Deferred Revenue (1) 2024 2023 2024 2023 2024 2023 (In millions) Balance at January 1 $ 135 $ 81 $ 45 $ 72 $ 690 $ 614 Balance at June 30 109 137 39 66 713 654 Increase (decrease) $ ( 26 ) $ 56 $ ( 6 ) $ ( 6 ) $ 23 $ 40 ____________________ (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. 10 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 3 — Long-Term Debt Long-term debt consists of the following: June 30, 2024 December 31, 2023 (In millions) Corporate and U.S. Related (1) : 3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 2 ) $ — $ 1,748 2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 1 ) 499 499 3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively) 996 995 5.900% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 6 ) 744 — 6.000% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 ) 495 — 3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 6 , respectively) 745 744 6.200% Senior Notes due 2034 (net of unamortized original issue discount and deferred financing costs of $ 5 ) 495 — Macao Related (1) : 5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 3 and $ 4 , respectively) 1,622 1,796 3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 3 and $ 4 , respectively) 797 796 2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively) 696 695 5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 10 and $ 11 , respectively) 1,890 1,889 2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 ) 645 645 4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 6 and $ 7 , respectively) 694 693 3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $ 5 ) 595 595 Other (2) 16 19 Singapore Related (1) : 2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 18 and $ 24 , respectively) 2,761 2,867 2012 Singapore Delayed Draw Term Facility 46 47 Other 2 1 13,738 14,029 Less — current maturities ( 930 ) ( 1,900 ) Total long-term debt $ 12,808 $ 12,129 ____________________ (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. 11 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) (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. 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. 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 12 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. 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 LVSC Revolving Credit Agreement. SCL Senior Notes 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 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 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. 13 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Cash Flows from Financing Activities Cash flows from financing activities related to long-term debt and finance lease obligations are as follows: Six Months Ended June 30, 2024 2023 (In millions) Proceeds from LVSC Senior Notes $ 1,748 $ — $ 1,748 $ — Repayment on 2024 LVSC Senior Notes $ ( 1,750 ) $ — Repurchase of 2025 SCL Senior Notes ( 174 ) — Repayments on 2018 SCL Credit Facility — ( 1,198 ) Repayments on 2012 Singapore Credit Facility ( 31 ) ( 31 ) Repayments on Other Long-Term Debt ( 5 ) ( 58 ) $ ( 1,960 ) $ ( 1,287 ) 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 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. 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 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.” Refer to “Note 8 — Fair Value Disclosures” for further details. Note 5 — Equity and Earnings Per Share Common Stock Dividends 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. 14 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Share Repurchases 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. 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. 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 %. 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 June 30, 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 3 — 3 — Changes from net income attributable to LVSC and transfers from noncontrolling interest $ 356 $ 312 $ 850 $ 459 15 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Earnings Per Share 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 June 30, Six Months Ended June 30, 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 1 3 2 3 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 10 2 10 3 Note 6 — Income Taxes 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 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. This estimated annual effective tax rate is applied to actual year-to-date operating results to determine the provision for income taxes. Note 7 — Leases Lessee 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. Certain of the Company’s leases include options to extend the lease term by one month to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. 16 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Nassau Coliseum 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 Division: 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. 17 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Lessor Lease revenue for the Company’s mall operations consists of the following: Three Months Ended June 30, 2024 2023 Mall Other Mall Other (In millions) Minimum rents $ 136 $ 1 $ 123 $ 1 Overage rents 13 — 25 — $ 149 $ 1 $ 148 $ 1 Six Months Ended June 30, 2024 2023 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 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. June 30, 2024 Hierarchy Level Carrying Amount (1) Level 1 Level 2 (in millions) Assets: Cash equivalents Cash deposits $ 2,585 $ 2,585 Money market funds 94 94 U.S. Treasury Bills 1,155 1,155 Loan Receivable (2) 1,228 $ 1,144 Liabilities: Long-term debt (3)(4) 13,800 13,298 Cross-currency swaps (3) 20 20 18 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) December 31, 2023 Hierarchy Level Carrying Amount (1) Level 1 Level 2 (in millions) Assets: Cash equivalents Cash deposits $ 2,153 $ 2,153 Money market funds 52 52 U.S. Treasury Bills 1,124 1,124 Loan Receivable (2) 1,194 $ 1,130 Liabilities: Long-term debt (3)(4) 14,090 13,526 Cross-currency swaps (3) 3 3 ____________________ (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. 19 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 9 — Commitments and Contingencies Litigation The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows. Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al. 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 $ 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. On March 24, 2014, the Macao First Instance Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings. On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending. On June 5, 2015, the U.S. Defendants applied to the Macao First Instance Court to dismiss the claims against them as res judicata based on the dismissal of prior action in the United States that had alleged similar claims. On March 16, 2016, the Macao First Instance Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. At the end of December 2016, all the appeals were transferred to the Macao Second Instance Court. 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. The U.S. Defendants appealed the decision allowing the amended claim on September 17, 2019; the Macao First Instance Court accepted the appeal on September 26, 2019, and that appeal is currently pending. On April 16, 2021, the U.S. Defendants moved to reschedule the trial because of the ongoing COVID-19 pandemic. The Macao First Instance Court denied the U.S. Defendants’ motion on May 28, 2021. The U.S. Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending. The trial began on June 16, 2021. By order dated June 17, 2021, the Macao First Instance Court scheduled additional trial dates in late 2021 to hear witnesses who were subject to COVID-19 travel restrictions that prevented or severely limited their ability to enter Macao. The U.S. Defendants appealed certain aspects of the Macao First Instance Court’s June 17, 2021 order, and that appeal is currently pending. On July 10, 2021, the U.S. Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on June 30, 2024) based on Plaintiff’s July 15, 2019 amendment. By motion dated July 20, 2021, the U.S. Defendants moved for an order withdrawing that invoice. The Macao First Instance Court denied that motion by order dated September 11, 2021. The U.S. Defendants appealed that order on September 23, 2021, and that appeal is currently pending. By order dated September 29, 2021, the Macao First Instance Court ordered that the invoice for supplemental court fees be stayed pending resolution of that appeal. 20 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. Defendants. The Macao First Instance Court also held that Plaintiff litigated certain aspects of its case in bad faith. Plaintiff filed a notice of appeal from the Macao First Instance Court’s judgment on May 13, 2022. That appeal is fully briefed and remains pending with the Macao Second Instance Court. On September 19, 2022, the U.S. Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $ 6 million at exchange rates in effect on June 30, 2024). By motion dated September 29, 2022, the U.S. Defendants moved the Macao First Instance Court for an order withdrawing that invoice. The Macao First Instance Court denied that motion by order dated October 24, 2022. The U.S. Defendants appealed that order on November 10, 2022 and on January 6, 2023, submitted the appeal brief, and that appeal remains pending. On October 9, 2023, the U.S. 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 U.S. 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. The Company intends to defend this matter vigorously. The Daniels Family 2001 Revocable Trust v. LVSC, et al. On October 22, 2020, The Daniels Family 2001 Revocable Trust, a putative purchaser of the Company’s shares, filed a purported class action complaint in the U.S. District Court against LVSC, Sheldon G. Adelson and Patrick Dumont. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures. On January 5, 2021, the U.S. District Court entered an order appointing Carl S. Ciaccio and Donald M. DeSalvo as lead plaintiffs (“Lead Plaintiffs”). On March 8, 2021, Lead Plaintiffs filed a purported class action amended complaint against LVSC, Sheldon G. Adelson, Patrick Dumont, and Robert G. Goldstein, alleging similar violations of Sections 10(b) and 20(a) of the Exchange Act over the same time period of February 27, 2016 through September 15, 2020. On March 22, 2021, the U.S. District Court granted Lead Plaintiffs’ motion to substitute Dr. Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a defendant in this action. On May 7, 2021, the defendants filed a motion to dismiss the amended complaint, which on March 28, 2022, the U.S. District Court granted in its entirety. The U.S. District Court dismissed certain claims with prejudice, but granted Lead Plaintiffs leave to amend the complaint with respect to the other claims by April 18, 2022. On April 8, 2022, Lead Plaintiffs filed a motion for reconsideration and to extend time to file an Amended Complaint. The defendants filed an opposition to the motion on April 22, 2022. On April 18, 2022, Lead Plaintiffs filed a second amended complaint. On May 18, 2022, the defendants filed a motion to dismiss the second amended complaint, and briefing was completed on July 8, 2022. 21 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. The U.S. 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 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. District Court’s order allowing the challenged statements from 2019 and 2020 to proceed. 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. 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. The U.S. 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. Turesky v. Sheldon G. Adelson, et al. On December 28, 2020, Andrew Turesky filed a putative shareholder derivative action on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Patrick Dumont, Robert G. Goldstein, Irwin Chafetz, Micheline Chau, Charles D. Forman, Steven L. Gerard, George Jamieson, Charles A. Koppelman, Lewis Kramer and David F. Levi, all of whom are current or former directors and/or officers of LVSC. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and for contribution under Sections 10(b) and 21D of the Exchange Act. On February 24, 2021, the U.S. 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 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. District Court granted the plaintiff’s motion to substitute Dr. Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a defendant in this action. 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. The U.S. 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. 22 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Note 10 — Segment Information The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company also reviews construction and development activities for its primary projects under development, in addition to its reportable segments noted above. 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 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 June 30, 2024 Macao: The Venetian Macao $ 556 $ 50 $ 16 $ 55 $ 9 $ 686 The Londoner Macao 318 77 22 17 10 444 The Parisian Macao 207 32 17 7 2 265 The Plaza Macao and Four Seasons Macao 178 25 8 38 1 250 Sands Macao 70 5 3 — 1 79 Ferry Operations and Other — — — — 30 30 1,329 189 66 117 53 1,754 Marina Bay Sands 706 124 82 58 46 1,016 Intercompany royalties — — — — 63 63 Intercompany eliminations (1) — — — ( 1 ) ( 71 ) ( 72 ) Total net revenues $ 2,035 $ 313 $ 148 $ 174 $ 91 $ 2,761 Three Months Ended June 30, 2023 Macao: The Venetian Macao $ 523 $ 48 $ 17 $ 53 $ 12 $ 653 The Londoner Macao 281 80 20 16 5 402 The Parisian Macao 183 35 11 8 2 239 The Plaza Macao and Four Seasons Macao 150 25 8 39 1 223 Sands Macao 76 4 3 — 1 84 Ferry Operations and Other — — — — 27 27 1,213 192 59 116 48 1,628 Marina Bay Sands 649 104 84 57 31 925 Intercompany royalties — — — — 55 55 Intercompany eliminations (1) — — — ( 1 ) ( 65 ) ( 66 ) Total net revenues $ 1,862 $ 296 $ 143 $ 172 $ 69 $ 2,542 23 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues (In millions) Six Months Ended June 30, 2024 Macao: 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 Macao: 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 June 30, 2024 2023 2024 2023 (In millions) Intersegment Revenues Macao: The Venetian Macao $ 2 $ 2 $ 4 $ 4 Ferry Operations and Other 7 7 13 12 9 9 17 16 Marina Bay Sands — 2 2 2 Intercompany royalties 63 55 126 103 Total intersegment revenues $ 72 $ 66 $ 145 $ 121 24 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In millions) Adjusted Property EBITDA Macao: The Venetian Macao $ 262 $ 252 $ 576 $ 462 The Londoner Macao 103 103 275 159 The Parisian Macao 83 74 154 120 The Plaza Macao and Four Seasons Macao 100 91 136 166 Sands Macao 10 15 22 25 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 ) Pre-opening ( 3 ) ( 8 ) ( 6 ) ( 10 ) Development ( 61 ) ( 54 ) ( 114 ) ( 96 ) Depreciation and amortization ( 316 ) ( 288 ) ( 636 ) ( 562 ) Amortization of leasehold interests in land ( 14 ) ( 14 ) ( 30 ) ( 28 ) Loss on disposal or impairment of assets ( 16 ) ( 4 ) ( 30 ) ( 18 ) Operating income 591 537 1,308 915 Other Non-Operating Costs and Expenses Interest income 80 76 151 146 Interest expense, net of amounts capitalized ( 186 ) ( 210 ) ( 368 ) ( 428 ) Other income (expense) 11 14 5 ( 21 ) Income tax expense ( 72 ) ( 49 ) ( 89 ) ( 99 ) Net income $ 424 $ 368 $ 1,007 $ 513 ____________________ (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 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 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. 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. 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 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 25 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 June 30, 2024 2023 (In millions) Capital Expenditures Corporate and Other $ 21 $ 23 Macao: The Venetian Macao 78 28 The Londoner Macao 125 45 The Parisian Macao 6 1 The Plaza Macao and Four Seasons Macao 5 4 Sands Macao 6 2 Ferry Operations and Other 1 — 221 80 Marina Bay Sands 239 259 Total capital expenditures $ 481 $ 362 June 30, 2024 December 31, 2023 (In millions) Total Assets Corporate and Other $ 4,295 $ 5,167 Macao: The Venetian Macao 2,943 2,548 The Londoner Macao 4,280 4,193 The Parisian Macao 1,743 1,802 The Plaza Macao and Four Seasons Macao 983 1,059 Sands Macao 256 287 Ferry Operations and Other 317 335 10,522 10,224 Marina Bay Sands 6,296 6,387 Total assets $ 21,113 $ 21,778 26 Table of Contents LAS VEGAS SANDS CORP. AND SUBSIDIARIES