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, 2024

☐ 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 registrant as specified in its charter)

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

5420 S. Durango Dr., Las Vegas, Nevada, 89113

(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 (§232.405 of this chapter) 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 24, 2024
Common Stock ($0.001 par value)	736,431,728 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, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2024 and 2023	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
	Note 1 — Organization and Business of Company	8
	Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities	9
	Note 3 — Long-Term Debt	11
	Note 4 — Derivative Instruments	14
	Note 5 — Equity and Earnings Per Share	14
	Note 6 — Income Taxes	16
	Note 7 — Leases	16
	Note 8 — Fair Value Disclosures	18
	Note 9 — Commitments and Contingencies	20
	Note 10 — Segment Information	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	55
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
Signatures		59

2

PART I FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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.

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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 4.0x as of the last day of each fiscal quarter. The negative covenants include, among other things, limitations on (i) the incurrence

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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

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.

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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

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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.

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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.

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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

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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

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 Mac