UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________ 

Form 10-Q

_________________________________________________________ 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-32373

_________________________________________________________ 

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

_________________________________________________________ 

Nevada	27-0099920
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3883 Howard Hughes Parkway, Suite 550
Las Vegas,	Nevada	89169
(Address of principal executive offices)		(Zip Code)

(702) 923-9000

(Registrant’s telephone number, including area code)

 _______________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.001 par value)	LVS	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 20, 2022
Common Stock ($0.001 par value)	764,156,081 shares

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents

	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at June 30, 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	59
Item 4.	Controls and Procedures	60
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 6.	Exhibits	62
Signatures		63

2

PART I FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2022		December 31, 2021
	(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,452	$	1,854
Restricted cash and cash equivalents	16		16
Accounts receivable, net of provision for credit losses of $211 and $232	158		202
Inventories	24		22
Prepaid expenses and other	120		113
Current assets of discontinued operations held for sale	—		3,303
Total current assets	6,770		5,510
Loan receivable	1,200		—
Property and equipment, net	11,498		11,850
Deferred income taxes, net	189		297
Leasehold interests in land, net	2,090		2,166
Intangible assets, net	67		19
Other assets, net	245		217
Total assets	$	22,059	$	20,059
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	76	$	77
Construction payables	201		227
Other accrued liabilities	1,234		1,334
Income taxes payable	439		32
Current maturities of long-term debt	73		74
Current liabilities of discontinued operations held for sale	—		821
Total current liabilities	2,023		2,565
Other long-term liabilities	358		352
Deferred income taxes	157		173
Long-term debt	15,306		14,721
Total liabilities	17,844		17,811
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, 833 shares issued, 764 shares outstanding	1		1
Treasury stock, at cost, 69 shares	(4,481)		(4,481)
Capital in excess of par value	6,665		6,646
Accumulated other comprehensive loss	(86)		(22)
Retained earnings (deficit)	2,092		(148)
Total Las Vegas Sands Corp. stockholders’ equity	4,191		1,996
Noncontrolling interests	24		252
Total equity	4,215		2,248
Total liabilities and equity	$	22,059	$	20,059

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

3

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	709	$	843	$	1,336	$	1,708
Rooms	97		115		192		211
Food and beverage	63		50		116		106
Mall	148		148		297		304
Convention, retail and other	28		17		47		40
Net revenues	1,045		1,173		1,988		2,369
Operating expenses:
Casino	445		574		913		1,152
Rooms	41		42		84		84
Food and beverage	73		60		138		131
Mall	19		16		37		31
Convention, retail and other	24		19		46		41
Provision for credit losses	2		2		6		6
General and administrative	238		219		456		444
Corporate	55		56		114		105
Pre-opening	3		4		7		9
Development	22		37		82		46
Depreciation and amortization	256		258		520		513
Amortization of leasehold interests in land	14		14		28		28
Loss on disposal or impairment of assets	—		11		6		14
	1,192		1,312		2,437		2,604
Operating loss	(147)		(139)		(449)		(235)
Other income (expense):
Interest income	14		1		18		2
Interest expense, net of amounts capitalized	(162)		(158)		(318)		(312)
Other income (expense)	(9)		10		(31)		(7)
Loss from continuing operations before income taxes	(304)		(286)		(780)		(552)
Income tax (expense) benefit	(110)		6		(112)		(8)
Net loss from continuing operations	(414)		(280)		(892)		(560)
Discontinued operations:
Income (loss) from operations of discontinued operations, net of tax	—		38		46		(24)
Gain on disposal of discontinued operations, net of tax	—		—		2,861		—
Adjustment to gain on disposal of discontinued operations, net of tax	(3)		—		(3)		—
Income (loss) from discontinued operations, net of tax	(3)		38		2,904		(24)
Net income (loss)	(417)		(242)		2,012		(584)
Net loss attributable to noncontrolling interests from continuing operations	127		50		228		114
Net income (loss) attributable to Las Vegas Sands Corp.	$	(290)	$	(192)	$	2,240	$	(470)
Earnings (loss) per share - basic and diluted:
Loss from continuing operations	$	(0.38)	$	(0.30)	$	(0.87)	$	(0.59)
Income (loss) from discontinued operations, net of income taxes	—		0.05		3.80		(0.03)
Net income (loss) attributable to Las Vegas Sands Corp.	$	(0.38)	$	(0.25)	$	2.93	$	(0.62)
Weighted average shares outstanding:
Basic and diluted	764		764		764		764

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

4

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(In millions) (Unaudited)
Net income (loss)	$	(417)	$	(242)	$	2,012	$	(584)
Currency translation adjustment	(61)		6		(65)		(36)
Cash flow hedge fair value adjustment	6		—		—		—
Total comprehensive income (loss)	(472)		(236)		1,947		(620)
Comprehensive loss attributable to noncontrolling interests	125		49		229		115
Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	(347)	$	(187)	$	2,176	$	(505)

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

5

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, 2021	$	1	$	(4,481)	$	6,629	$	(11)	$	535	$	504	$	3,177
Net loss	—		—		—		—		(192)		(50)		(242)
Currency translation adjustment	—		—		—		5		—		1		6
Stock-based compensation	—		—		5		—		—		—		5
Balance at June 30, 2021	$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Balance at January 1, 2021	$	1	$	(4,481)	$	6,611	$	29	$	813	$	565	$	3,538
Net loss	—		—		—		—		(470)		(114)		(584)
Currency translation adjustment	—		—		—		(35)		—		(1)		(36)
Exercise of stock options	—		—		15		—		—		4		19
Stock-based compensation	—		—		8		—		—		1		9
Balance at June 30, 2021	$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Balance at March 31, 2022	$	1	$	(4,481)	$	6,656	$	(29)	$	2,382	$	148	$	4,677
Net loss	—		—		—		—		(290)		(127)		(417)
Currency translation adjustment	—		—		—		(61)		—		—		(61)
Cash flow hedge fair value adjustment	—		—		—		4		—		2		6
Stock-based compensation	—		—		10		—		—		1		11
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)
Balance at June 30, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215
Balance at January 1, 2022	$	1	$	(4,481)	$	6,646	$	(22)	$	(148)	$	252	$	2,248
Net income (loss)	—		—		—		—		2,240		(228)		2,012
Currency translation adjustment	—		—		—		(64)		—		(1)		(65)
Stock-based compensation	—		—		20		—		—		1		21
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)
Balance at June 30, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215

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

6

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2022		2021
	(In millions) (Unaudited)
Cash flows from operating activities from continuing operations:
Net loss from continuing operations	$	(892)	$	(560)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	520		513
Amortization of leasehold interests in land	28		28
Amortization of deferred financing costs and original issue discount	28		25
Change in fair value of derivative asset/liability	(1)		—
Loss on disposal or impairment of assets	5		6
Stock-based compensation expense	20		9
Provision for credit losses	6		6
Foreign exchange loss	31		6
Deferred income taxes	(47)		(27)
Changes in operating assets and liabilities:
Accounts receivable	35		84
Other assets	6		4
Accounts payable	(1)		(20)
Other liabilities	(428)		(179)
Net cash used in operating activities from continuing operations	(690)		(105)
Cash flows from investing activities from continuing operations:
Capital expenditures	(335)		(448)
Proceeds from disposal of property and equipment	6		6
Acquisition of intangible assets and other	(103)		—
Net cash used in investing activities from continuing operations	(432)		(442)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	—		19
Tax withholding on vesting of equity awards	(1)		—
Proceeds from long-term debt (Note 4)	700		505
Repayments of long-term debt (Note 4)	(35)		(34)
Payments of financing costs	(9)		(8)
Transactions with discontinued operations	5,032		50
Net cash generated from financing activities from continuing operations	5,687		532
Cash flows from discontinued operations:
Net cash generated from operating activities	149		78
Net cash generated from (used in) investing activities	4,883		(28)
Net cash provided (to) by continuing operations and (used in) financing activities	(5,032)		(51)
Net cash used in discontinued operations	—		(1)
Effect of exchange rate on cash, cash equivalents and restricted cash	(22)		(10)
Increase (decrease) in cash, cash equivalents and restricted cash	4,543		(26)
Cash, cash equivalents and restricted cash at beginning of period	1,925		2,137
Cash, cash equivalents and restricted cash at end of period	6,468		2,111
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations	—		(38)
Cash, cash equivalents and restricted cash at end of period for continuing operations	$	6,468	$	2,073
Supplemental disclosure of cash flow information
Cash payments for interest, net of amounts capitalized	$	278	$	290
Cash payments for taxes, net of refunds	$	344	$	81
Change in construction payables	$	(26)	$	(135)

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

7

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, 2021, 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.

COVID-19 Pandemic Update

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel. The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Macao

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. Other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result issued within a specified time period and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

Following an outbreak in Macao in mid-June, the Macao government announced a series of preventative measures. These included closure of a range of government, public and social facilities, with restaurants only permitted to offer take away services. Residential and commercial buildings with confirmed COVID-19 cases have been required to implement various levels of access control. In addition to the health safeguards already in place, the government has implemented a series of mass nucleic acid and rapid antigen tests for the general population. Management is currently unable to determine when these measures will be eased or cease to be necessary.

The Company’s Macao gaming operations remained open during the six months ended June 30, 2022. Guest visitation to the properties, however, was adversely affected during the six months ended June 30, 2022 due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.

On July 9, 2022, the Macao government issued executive order 115/2022 ordering casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control a recent outbreak of COVID-19 in Macao. On July 16, 2022, the Macao government announced an extension of this executive order through July 22. On July 20, 2022, the Macao government announced a consolidation period, which would start on July 23, 2022 and end on July 30, 2022 whereby certain business activities will be allowed to resume limited operations, clarifying that casino operations could resume but with a maximum capacity of 50% of casino staff working at any point in time. The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.

8

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the six months ended June 30, 2022 and in June in particular the Company has provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

The Company’s ferry operations between Macao and Hong Kong remain suspended. The timing and manner in which the Company’s ferry operations will be able to resume are currently unknown.

The Company’s operations in Macao have been significantly impacted by the reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased approximately 12.2% and 78.1%, during the six months ended June 30, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively. The Macao government also announced gross gaming revenue decreased approximately 46.4% and 82.4%, during the six months ended June 30, 2022, as compared to the same period in 2021 and 2019, respectively.

Singapore

In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for a number of key source markets in November and December of 2021 for vaccinated visitors with a negative COVID-19 test. Due to the emergence of the Omicron variant, however, new ticket sales for the VTLs were suspended on December 23, 2021 through January 20, 2022. The VTL program was terminated on March 31, 2022, and the Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022, to facilitate the resumption of travel for all travelers, including short-term visitors. Under the VTF, all fully vaccinated travelers and non-fully vaccinated children aged 12 and below are permitted to enter Singapore, without entry approvals or taking VTL transport and starting April 26, 2022, these travelers are no longer required to take a COVID-19 test before departing for Singapore. Operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

Visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has since increased since restrictions have been lifted. The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 119,000 in 2021 to 1.5 million in 2022 on a year-to-date basis, while visitation decreased 83.9% when compared to the same period in 2019.

Summary

The disruptions arising from the COVID-19 Pandemic continued to have a significant adverse impact on the Company’s financial condition and operations during the six months ended June 30, 2022. The duration and intensity of this global health situation and related disruptions are uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2022 will be material, but cannot be reasonably estimated at this time as it is unknown when the impact of the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism patrons to spend on travel and entertainment and business patrons to spend on MICE.

While each of the Company’s properties were open with some operating at reduced levels due to lower visitation and required safety measures in place during the six months ended June 30, 2022, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continue to evolve. The Company cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could significantly alter the Company’s current operations.

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $6.45 billion and access to $1.50 billion, $1.04 billion and $423 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of June 30, 2022. The Company believes it is able to support continuing operations, complete the major construction projects that are underway, proceed with the Macao concession renewal process and respond to the current COVID-19 Pandemic challenges.

9

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow for non-essential items.

Macao Subconcession

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one. On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession has been extended from June 26, 2022 to December 31, 2022. VML paid the Macao government 47 million patacas (approximately $6 million at exchange rates in effect on June 30, 2022) and will provide a bank guarantee by September 23, 2022 of 2.31 billion patacas (approximately $286 million at exchange rates in effect on June 30, 2022) to secure the fulfillment of VML's payment obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

In order to enable VML to fulfill the relevant requirements to become eligible to obtain the subconcession extension as mentioned above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian Orient Limited (“VOL”) entered into a letter of undertaking (“Undertakings”), pursuant to which each of VML, VCL and VOL has undertaken, pursuant to article 40 of the Gaming Law and article 43 of VML’s subconcession agreement, to revert to the Macao government relevant gaming equipment and gaming areas (as identified in the Undertakings) without compensation and free of any liens or charges upon the expiry of the term of the subconcession extension period. The total casino areas and supporting areas subject to reversion is approximately 136,000 square meters, representing approximately 4.7% of the total property area of these entities.

On June 21, 2022, the Macao Legislative Assembly passed a draft bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming law, which was published in the Macao Official Gazette on June 22, 2022 as Law No. 7/2022, and became effective on June 23, 2022 (the "Gaming Law"). Certain changes to the Gaming Law include a reduction in the term of future gaming concessions to ten (10) years; authorization of up to six (6) gaming concession contracts; an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $619 million at exchange rates in effect on June 30, 2022); an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15%; a requirement that casinos be located in real estate owned by the concessionaire; and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.

On July 5, 2022, the Macao government published Administrative Regulation No. 28/2022 – Amendment of Administrative Regulation No. 26/2001, which sets forth the regulations governing the upcoming tender for gaming concessions in Macao. The regulation includes details on the process of bidding for the gaming concessions, qualifications of the companies bidding and the criteria for granting them. The Company continues to believe it will be successful in extending the term of its subconcession and/or obtaining a new gaming concession when its current subconcession expires; however, it is possible the Macao government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.

Under the Company's Sands China Ltd. (“SCL”) senior notes indentures, upon the occurrence of any event resulting from any change in the Gaming Law (as defined in the indentures) or any action by the gaming authority after which none of SCL or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they were owning or managing casino or gaming areas or operating casino games as at the issue date of the SCL senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, each holder of the SCL senior notes would have the right to require the Company to repurchase all or any part of such holder's SCL senior notes at par, plus any accrued and unpaid interest (the "Investor Put Option").

Additionally, under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL senior notes (as described above) would be an event of default, which may result in commitments being immediately

10

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.

The subconcession not being further extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of the Company's debt would have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. The Company intends to follow the process for a concession renewal as indicated above.

Marina Bay Sands Gaming License

In April 2022, the Company paid 72 million Singapore dollars ("SGD," approximately $53 million at exchange rates in effect at the time of the transaction) to the Singapore Casino Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.

Subsequent Event

On July 11, 2022, the Company entered into an intercompany term loan agreement with SCL, a related party, in the amount of $1.0 billion, which is repayable on July 11, 2028. In the first two years from July 11, 2022, SCL will have the option to elect to pay cash interest at 5% per annum or payment-in-kind interest at 6% per annum by adding the amount of such interest to the then-outstanding principal amount of the loan, following which only cash interest at 5% per annum will be payable. This loan is unsecured, subordinated to all third party unsecured indebtedness and other obligations of SCL and its subsidiaries and is eliminated in consolidation.

Recent Accounting Pronouncements

The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

11

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 2 — Discontinued Operations

On February 23, 2022, the Company completed the previously announced sale of its Las Vegas real property and operations (the “Closing”), including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”), to VICI Properties L.P. (“PropCo”) and Pioneer OpCo, LLC (“OpCo”) for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”). Under the terms of the agreements related to the Las Vegas Sale, OpCo acquired subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $1.05 billion in cash, subject to certain post-closing adjustments, and $1.20 billion in seller financing in the form of a six-year term loan credit and security agreement (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $4.0 billion in cash.

Upon closing, the Company received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $77 million, and recognized a gain on disposal of $3.61 billion, before income tax expense of $750 million, during the six months ended June 30, 2022.

As there is no continuing involvement between the Company and the Las Vegas Operations, the Company accounted for the transaction as a sale of a business. The Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021. As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations and cash flows as a discontinued operation for all periods presented. The Company reported the operating results and cash flows related to the Las Vegas Operations through February 22, 2022. Current and non-current assets and liabilities of the Las Vegas Operations as of December 31, 2021, are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale.

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

Contingent Lease Support Agreement

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

The Support Payments are payable on a monthly basis following the Closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $250 million for the period beginning July 1, 2022 and ending December 31, 2022, and $500 million for the period beginning January 1, 2023 and ending December 31, 2023. The Company’s payment obligations are subject to an annual cap equal to $125 million for the annual period beginning July 1, 2022 and ending December 31, 2022, and $250 million for the annual period beginning January 1, 2023 and ending December 31, 2023. Each monthly Support Payment is subject to a prorated cap based on the annual cap. No Support Payments were made for the period post-Closing through June 30, 2022.

Seller Financing Loan Agreement

At the Closing, the Company, as lender, OpCo, as borrower, the parent company of OpCo (“Holdings”) and certain subsidiaries of OpCo, as guarantors party thereto (collectively, and with Holdings, the “Guarantors” and, together with OpCo in its capacity as borrower, the “Loan Parties”), entered into the Seller Financing Loan Agreement. Refer to “Note 3 — Loan Receivable” for further information.

12

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operation:

	December 31, 2021
	(In millions)
Cash and cash equivalents	$	55
Accounts receivable, net of provision for credit losses of $58	126
Inventories	9
Prepaid expenses and other	23
Property and equipment, net	2,864
Other assets, net	226
Total held for sale assets in the balance sheet	$	3,303
Accounts payable	$	24
Construction payables	8
Other accrued liabilities	318
Long-term debt