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~~September 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~~5500 Haven Street
Las Vegas,	Nevada	~~89169~~89119
(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,~~October 19, 2022
Common Stock ($0.001 par value)						~~764,156,081~~764,166,260 shares

Table of Contents

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~~September 3 0 ,30, 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~ 3 0 ,September 30, 2022 and 2021	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~and Six~~Nine Months Ended September ~~June~~ 3 0 ,30, 2022 and 2021	5
	Condensed Consolidated Statements of Equity for the Three and ~~and~~Nine ~~Six~~Months Ended ~~June~~September 3 0 ,30, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~ 3September 0 , 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	3031
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5963
Item 4.	Controls and Procedures	6064

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	6165
Item 1A.	Risk Factors	6165

Item 6.	Exhibits	6271
Signatures		6372

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021

		(In millions, except par value) (Unaudited)					(In millions, except par value) (Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	6,452	$	1,854	Cash and cash equivalents	$	5,836	$	1,854
Restricted cash and cash equivalents	Restricted cash and cash equivalents	16		16		Restricted cash and cash equivalents	—		16
Accounts receivable, net of provision for credit losses of $211 and $232		158		202
Accounts receivable, net of provision for credit losses of $209 and $232						Accounts receivable, net of provision for credit losses of $209 and $232	210		202
Inventories	Inventories	24		22		Inventories	23		22
Prepaid expenses and other	Prepaid expenses and other	120		113		Prepaid expenses and other	138		113
Current assets of discontinued operations held for sale	Current assets of discontinued operations held for sale	—		3,303		Current assets of discontinued operations held for sale	—		3,303
Total current assets	Total current assets	6,770		5,510		Total current assets	6,207		5,510
Loan receivable	Loan receivable	1,200		—		Loan receivable	1,208		—
Property and equipment, net	Property and equipment, net	11,498		11,850		Property and equipment, net	11,284		11,850

Restricted cash						Restricted cash	289		—
Deferred income taxes, net	Deferred income taxes, net	189		297		Deferred income taxes, net	165		297
Leasehold interests in land, net	Leasehold interests in land, net	2,090		2,166		Leasehold interests in land, net	2,034		2,166
Intangible assets, net	Intangible assets, net	67		19		Intangible assets, net	62		19
Other assets, net	Other assets, net	245		217		Other assets, net	220		217
Total assets	Total assets	$	22,059	$	20,059	Total assets	$	21,469	$	20,059
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	76	$	77	Accounts payable	$	91	$	77
Construction payables	Construction payables	201		227		Construction payables	178		227
Other accrued liabilities	Other accrued liabilities	1,234		1,334		Other accrued liabilities	1,285		1,334
Income taxes payable	Income taxes payable	439		32		Income taxes payable	323		32
Current maturities of long-term debt	Current maturities of long-term debt	73		74		Current maturities of long-term debt	1,514		74
Current liabilities of discontinued operations held for sale	Current liabilities of discontinued operations held for sale	—		821		Current liabilities of discontinued operations held for sale	—		821
Total current liabilities	Total current liabilities	2,023		2,565		Total current liabilities	3,391		2,565
Other long-term liabilities	Other long-term liabilities	358		352		Other long-term liabilities	368		352
Deferred income taxes	Deferred income taxes	157		173		Deferred income taxes	150		173

Long-term debt	Long-term debt	15,306		14,721		Long-term debt	13,779		14,721
Total liabilities	Total liabilities	17,844		17,811		Total liabilities	17,688		17,811
Commitments and contingencies (Note 9)		0		0
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)
Equity:	Equity:					Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding	Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding	—		—		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	Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding	1		1		Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding	1		1
Treasury stock, at cost, 69 shares	Treasury stock, at cost, 69 shares	(4,481)		(4,481)		Treasury stock, at cost, 69 shares	(4,481)		(4,481)
Capital in excess of par value	Capital in excess of par value	6,665		6,646		Capital in excess of par value	6,675		6,646
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(86)		(22)		Accumulated other comprehensive loss	(148)		(22)
Retained earnings (deficit)	Retained earnings (deficit)	2,092		(148)		Retained earnings (deficit)	1,853		(148)
Total Las Vegas Sands Corp. stockholders’ equity	Total Las Vegas Sands Corp. stockholders’ equity	4,191		1,996		Total Las Vegas Sands Corp. stockholders’ equity	3,900		1,996
Noncontrolling interests	Noncontrolling interests	24		252		Noncontrolling interests	(119)		252
Total equity	Total equity	4,215		2,248		Total equity	3,781		2,248
Total liabilities and equity	Total liabilities and equity	$	22,059	$	20,059	Total liabilities and equity	$	21,469	$	20,059

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021

		(In millions, except per share data) (Unaudited)									(In millions, except per share data) (Unaudited)
Revenues:	Revenues:									Revenues:
Casino	Casino	$	709	$	843	$	1,336	$	1,708	Casino	$	637	$	533	$	1,973	$	2,241
Rooms	Rooms	97		115		192		211		Rooms	123		100		315		311
Food and beverage	Food and beverage	63		50		116		106		Food and beverage	82		42		198		148
Mall	Mall	148		148		297		304		Mall	119		165		416		469
Convention, retail and other	Convention, retail and other	28		17		47		40		Convention, retail and other	44		17		91		57
Net revenues	Net revenues	1,045		1,173		1,988		2,369		Net revenues	1,005		857		2,993		3,226
Operating expenses:	Operating expenses:									Operating expenses:
Casino	Casino	445		574		913		1,152		Casino	410		451		1,323		1,603
Rooms	Rooms	41		42		84		84		Rooms	41		40		125		124
Food and beverage	Food and beverage	73		60		138		131		Food and beverage	83		55		221		186
Mall	Mall	19		16		37		31		Mall	16		17		53		48
Convention, retail and other	Convention, retail and other	24		19		46		41		Convention, retail and other	27		21		73		62
Provision for credit losses	Provision for credit losses	2		2		6		6		Provision for credit losses	8		3		14		9
General and administrative	General and administrative	238		219		456		444		General and administrative	238		223		694		667
Corporate	Corporate	55		56		114		105		Corporate	53		64		167		169
Pre-opening	Pre-opening	3		4		7		9		Pre-opening	4		6		11		15
Development	Development	22		37		82		46		Development	26		13		108		59
Depreciation and amortization	Depreciation and amortization	256		258		520		513		Depreciation and amortization	260		262		780		775
Amortization of leasehold interests in land	Amortization of leasehold interests in land	14		14		28		28		Amortization of leasehold interests in land	14		14		42		42
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		11		6		14		Loss on disposal or impairment of assets	2		4		8		18
		1,192		1,312		2,437		2,604			1,182		1,173		3,619		3,777
Operating loss	Operating loss	(147)		(139)		(449)		(235)		Operating loss	(177)		(316)		(626)		(551)
Other income (expense):	Other income (expense):									Other income (expense):
Interest income	Interest income	14		1		18		2		Interest income	38		1		56		3
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		(318)		(312)		Interest expense, net of amounts capitalized	(183)		(157)		(501)		(469)
Other income (expense)	Other income (expense)	(9)		10		(31)		(7)		Other income (expense)	2		(12)		(29)		(19)

Loss on modification or early retirement of debt										Loss on modification or early retirement of debt	—		(137)		—		(137)
Loss from continuing operations before income taxes	Loss from continuing operations before income taxes	(304)		(286)		(780)		(552)		Loss from continuing operations before income taxes	(320)		(621)		(1,100)		(1,173)
Income tax (expense) benefit	Income tax (expense) benefit	(110)		6		(112)		(8)		Income tax (expense) benefit	(60)		27		(172)		19
Net loss from continuing operations	Net loss from continuing operations	(414)		(280)		(892)		(560)		Net loss from continuing operations	(380)		(594)		(1,272)		(1,154)
Discontinued operations:	Discontinued operations:									Discontinued operations:
Income (loss) from operations of discontinued operations, net of tax		—		38		46		(24)
Income from operations of discontinued operations, net of tax										Income from operations of discontinued operations, net of tax	—		99		46		75
Gain on disposal of discontinued operations, net of tax	Gain on disposal of discontinued operations, net of tax	—		—		2,861		—		Gain on disposal of discontinued operations, net of tax	—		—		2,861		—
Adjustment to gain on disposal of discontinued operations, net of tax	Adjustment to gain on disposal of discontinued operations, net of tax	(3)		—		(3)		—		Adjustment to gain on disposal of discontinued operations, net of tax	(1)		—		(4)		—
Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	(3)		38		2,904		(24)		Income (loss) from discontinued operations, net of tax	(1)		99		2,903		75
Net income (loss)	Net income (loss)	(417)		(242)		2,012		(584)		Net income (loss)	(381)		(495)		1,631		(1,079)
Net loss attributable to noncontrolling interests from continuing operations	Net loss attributable to noncontrolling interests from continuing operations	127		50		228		114		Net loss attributable to noncontrolling interests from continuing operations	142		127		370		241
Net income (loss) attributable to Las Vegas Sands Corp.	Net income (loss) attributable to Las Vegas Sands Corp.	$	(290)	$	(192)	$	2,240	$	(470)	Net income (loss) attributable to Las Vegas Sands Corp.	$	(239)	$	(368)	$	2,001	$	(838)
Earnings (loss) per share - basic and diluted:	Earnings (loss) per share - basic and diluted:									Earnings (loss) per share - basic and diluted:
Loss from continuing operations	Loss from continuing operations	$	(0.38)	$	(0.30)	$	(0.87)	$	(0.59)	Loss from continuing operations	$	(0.31)	$	(0.61)	$	(1.18)	$	(1.20)
Income (loss) from discontinued operations, net of income taxes		—		0.05		3.80		(0.03)
Income (loss) from discontinued operations, net of tax										Income (loss) from discontinued operations, net of tax	—		0.13		3.80		0.10
Net income (loss) attributable to Las Vegas Sands Corp.	Net income (loss) attributable to Las Vegas Sands Corp.	$	(0.38)	$	(0.25)	$	2.93	$	(0.62)	Net income (loss) attributable to Las Vegas Sands Corp.	$	(0.31)	$	(0.48)	$	2.62	$	(1.10)

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic and diluted	Basic and diluted	764		764		764		764		Basic and diluted	764		764		764		764

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021

		(In millions) (Unaudited)									(In millions) (Unaudited)
Net income (loss)	Net income (loss)	$	(417)	$	(242)	$	2,012	$	(584)	Net income (loss)	$	(381)	$	(495)	$	1,631	$	(1,079)
Currency translation adjustment	Currency translation adjustment	(61)		6		(65)		(36)		Currency translation adjustment	(64)		(26)		(129)		(62)
Cash flow hedge fair value adjustment	Cash flow hedge fair value adjustment	6		—		—		—		Cash flow hedge fair value adjustment	1		(2)		1		(2)
Total comprehensive income (loss)	Total comprehensive income (loss)	(472)		(236)		1,947		(620)		Total comprehensive income (loss)	(444)		(523)		1,503		(1,143)
Comprehensive loss attributable to noncontrolling interests	Comprehensive loss attributable to noncontrolling interests	125		49		229		115		Comprehensive loss attributable to noncontrolling interests	143		129		372		244
Comprehensive income (loss) attributable to Las Vegas Sands Corp.	Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	(347)	$	(187)	$	2,176	$	(505)	Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	(301)	$	(394)	$	1,875	$	(899)

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


		Las Vegas Sands Corp. Stockholders’ 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			Common Stock		Treasury Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Noncontrolling Interests		Total

		(In millions) (Unaudited)															(In millions) (Unaudited)
Balance at March 31, 2021		$	1	$	(4,481)	$	6,629	$	(11)	$	535	$	504	$	3,177
Balance at June 30, 2021																Balance at June 30, 2021	$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Net loss	Net loss	—		—		—		—		(192)		(50)		(242)		Net loss	—		—		—		—		(368)		(127)		(495)
Currency translation adjustment	Currency translation adjustment	—		—		—		5		—		1		6		Currency translation adjustment	—		—		—		(24)		—		(2)		(26)
Cash flow hedge fair value adjustment																Cash flow hedge fair value adjustment	—		—		—		(2)		—		—		(2)

Stock-based compensation	Stock-based compensation	—		—		5		—		—		—		5		Stock-based compensation	—		—		5		—		—		1		6

Balance at June 30, 2021		$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Balance at September 30, 2021																Balance at September 30, 2021	$	1	$	(4,481)	$	6,639	$	(32)	$	(25)	$	327	$	2,429

Balance at January 1, 2021	Balance at January 1, 2021	$	1	$	(4,481)	$	6,611	$	29	$	813	$	565	$	3,538	Balance at January 1, 2021	$	1	$	(4,481)	$	6,611	$	29	$	813	$	565	$	3,538
Net loss	Net loss	—		—		—		—		(470)		(114)		(584)		Net loss	—		—		—		—		(838)		(241)		(1,079)
Currency translation adjustment	Currency translation adjustment	—		—		—		(35)		—		(1)		(36)		Currency translation adjustment	—		—		—		(59)		—		(3)		(62)
Cash flow hedge fair value adjustment																Cash flow hedge fair value adjustment	—		—		—		(2)		—		—		(2)
Exercise of stock options	Exercise of stock options	—		—		15		—		—		4		19		Exercise of stock options	—		—		15		—		—		4		19

Stock-based compensation	Stock-based compensation	—		—		8		—		—		1		9		Stock-based compensation	—		—		13		—		—		2		15

Balance at June 30, 2021		$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Balance at September 30, 2021																Balance at September 30, 2021	$	1	$	(4,481)	$	6,639	$	(32)	$	(25)	$	327	$	2,429

Balance at March 31, 2022		$	1	$	(4,481)	$	6,656	$	(29)	$	2,382	$	148	$	4,677
Balance at June 30, 2022																Balance at June 30, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215
Net loss	Net loss	—		—		—		—		(290)		(127)		(417)		Net loss	—		—		—		—		(239)		(142)		(381)
Currency translation adjustment	Currency translation adjustment	—		—		—		(61)		—		—		(61)		Currency translation adjustment	—		—		—		(63)		—		(1)		(64)

Cash flow hedge fair value adjustment	Cash flow hedge fair value adjustment	—		—		—		4		—		2		6		Cash flow hedge fair value adjustment	—		—		—		1		—		—		1
Stock-based compensation	Stock-based compensation	—		—		10		—		—		1		11		Stock-based compensation	—		—		10		—		—		—		10
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 September 30, 2022																Balance at September 30, 2022	$	1	$	(4,481)	$	6,675	$	(148)	$	1,853	$	(119)	$	3,781

Balance at January 1, 2022	Balance at January 1, 2022	$	1	$	(4,481)	$	6,646	$	(22)	$	(148)	$	252	$	2,248	Balance at January 1, 2022	$	1	$	(4,481)	$	6,646	$	(22)	$	(148)	$	252	$	2,248
Net income (loss)	Net income (loss)	—		—		—		—		2,240		(228)		2,012		Net income (loss)	—		—		—		—		2,001		(370)		1,631
Currency translation adjustment	Currency translation adjustment	—		—		—		(64)		—		(1)		(65)		Currency translation adjustment	—		—		—		(127)		—		(2)		(129)

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

Stock-based compensation	Stock-based compensation	—		—		20		—		—		1		21		Stock-based compensation	—		—		30		—		—		1		31
Tax withholding on vesting of equity awards	Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)		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 September 30, 2022																Balance at September 30, 2022	$	1	$	(4,481)	$	6,675	$	(148)	$	1,853	$	(119)	$	3,781

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021

		(In millions) (Unaudited)					(In millions) (Unaudited)
Cash flows from operating activities from continuing operations:	Cash flows from operating activities from continuing operations:					Cash flows from operating activities from continuing operations:
Net loss from continuing operations	Net loss from continuing operations	$	(892)	$	(560)	Net loss from continuing operations	$	(1,272)	$	(1,154)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	520		513		Depreciation and amortization	780		775
Amortization of leasehold interests in land	Amortization of leasehold interests in land	28		28		Amortization of leasehold interests in land	42		42
Amortization of deferred financing costs and original issue discount	Amortization of deferred financing costs and original issue discount	28		25		Amortization of deferred financing costs and original issue discount	43		38

Change in fair value of derivative asset/liability	Change in fair value of derivative asset/liability	(1)		—		Change in fair value of derivative asset/liability	(2)		(1)

Paid-in-kind interest income						Paid-in-kind interest income	(8)		—
Loss on modification or early retirement of debt						Loss on modification or early retirement of debt	—		137
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	5		6		Loss on disposal or impairment of assets	7		8
Stock-based compensation expense	Stock-based compensation expense	20		9		Stock-based compensation expense	30		15
Provision for credit losses	Provision for credit losses	6		6		Provision for credit losses	14		9
Foreign exchange loss	Foreign exchange loss	31		6		Foreign exchange loss	28		22
Deferred income taxes	Deferred income taxes	(47)		(27)		Deferred income taxes	(28)		(17)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	35		84		Accounts receivable	(28)		72
Other assets	Other assets	6		4		Other assets	4		(12)

Accounts payable	Accounts payable	(1)		(20)		Accounts payable	15		(15)
Other liabilities	Other liabilities	(428)		(179)		Other liabilities	(465)		(264)

Net cash used in operating activities from continuing operations	Net cash used in operating activities from continuing operations	(690)		(105)		Net cash used in operating activities from continuing operations	(840)		(345)
Cash flows from investing activities from continuing operations:	Cash flows from investing activities from continuing operations:					Cash flows from investing activities from continuing operations:

Capital expenditures	Capital expenditures	(335)		(448)		Capital expenditures	(504)		(640)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	6		6		Proceeds from disposal of property and equipment	9		7
Acquisition of intangible assets and other	Acquisition of intangible assets and other	(103)		—		Acquisition of intangible assets and other	(104)		(5)
Net cash used in investing activities from continuing operations	Net cash used in investing activities from continuing operations	(432)		(442)		Net cash used in investing activities from continuing operations	(599)		(638)
Cash flows from financing activities from continuing operations:	Cash flows from financing activities from continuing operations:					Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	Proceeds from exercise of stock options	—		19		Proceeds from exercise of stock options	—		19

Tax withholding on vesting of equity awards	Tax withholding on vesting of equity awards	(1)		—		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)
Proceeds from long-term debt						Proceeds from long-term debt	700		2,451
Repayments of long-term debt						Repayments of long-term debt	(50)		(1,852)
Payments of financing costs	Payments of financing costs	(9)		(8)		Payments of financing costs	(9)		(36)

Make-whole premium on early extinguishment of debt						Make-whole premium on early extinguishment of debt	—		(131)
Transactions with discontinued operations	Transactions with discontinued operations	5,032		50		Transactions with discontinued operations	5,032		111
Net cash generated from financing activities from continuing operations	Net cash generated from financing activities from continuing operations	5,687		532		Net cash generated from financing activities from continuing operations	5,672		562
Cash flows from discontinued operations:	Cash flows from discontinued operations:					Cash flows from discontinued operations:
Net cash generated from operating activities	Net cash generated from operating activities	149		78		Net cash generated from operating activities	149		159
Net cash generated from (used in) investing activities	Net cash generated from (used in) investing activities	4,883		(28)		Net cash generated from (used in) investing activities	4,883		(45)
Net cash provided (to) by continuing operations and (used in) financing activities	Net cash provided (to) by continuing operations and (used in) financing activities	(5,032)		(51)		Net cash provided (to) by continuing operations and (used in) financing activities	(5,032)		(112)
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
Net cash provided by discontinued operations						Net cash provided by discontinued operations	—		2
Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents						Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents	(33)		(17)
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents						Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	4,200		(436)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period						Cash, cash equivalents and restricted cash and cash equivalents at beginning of period	1,925		2,137
Cash, cash equivalents and restricted cash and cash equivalents at end of period						Cash, cash equivalents and restricted cash and cash equivalents at end of period	6,125		1,701
Less: cash and cash equivalents at end of period for discontinued operations						Less: cash and cash equivalents at end of period for discontinued operations	—		(41)
Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations						Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations	$	6,125	$	1,660
Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Cash payments for interest, net of amounts capitalized	Cash payments for interest, net of amounts capitalized	$	278	$	290	Cash payments for interest, net of amounts capitalized	$	528	$	534
Cash payments for taxes, net of refunds	Cash payments for taxes, net of refunds	$	344	$	81	Cash payments for taxes, net of refunds	$	494	$	84
Change in construction payables	Change in construction payables	$	(26)	$	(135)	Change in construction payables	$	(49)	$	(103)
Capitalized stock-based compensation costs						Capitalized stock-based compensation costs	$	1	$	—

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

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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~~remains substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. ~~Other than people~~Currently, visitors from mainland China ~~who~~ in general may enter Macao without having to 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~~health-code. On August 30, 2022, the Health Bureau announced that from September 1, 2022, individuals from 41 foreign countries will be allowed to enter Macao without prior authorization but will still be required to undergo ~~various quarantine requirements depending on the person’s residency and recent travel history.~~a seven-day hotel quarantine. 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 2022, the Macao government announced a series of preventative ~~measures. These~~measures (“State of Immediate Prevention”). Those 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~~were required to implement various levels of access control. In addition to the health safeguards already in place, the Macao government ~~has~~ implemented a series of mass nucleic acid tests (“NAT”) 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~~ordered casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control ~~a recent~~an outbreak of COVID-19 in ~~Macao. On July 16, 2022, the~~ Macao, ~~government announced an extension of this executive order~~which was extended through July ~~22.~~22, 2022. 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~~would 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~~point.

On August 2, 2022, the State of Immediate Prevention was lifted and ~~manner in~~Macao entered a stabilization period until August 7, 2022, which ~~our casinos, restaurants~~allowed for the reopening of various public and ~~shopping malls will reopen and/or operate at full capacity are currently unknown.~~social facilities and the resumption of restaurant dine-in services subject to the need to wear facemasks and present a negative NAT conducted within the past three days. On August 6, 2022, the quarantine period for fully-vaccinated visitors from Hong Kong, Taiwan and other overseas jurisdictions changed from “10+7” (10 days of hotel quarantine plus 7 days of self-health management) to “7+3” (7 days of hotel quarantine plus 3 days of self-health management). Restrictions on the number of casino staff working were lifted on August 15, 2022. Throughout August, various restrictions on movement between Macao and Zhuhai were progressively lifted by both the Macao and mainland China governments.

On September 19, 2022, the NAT requirement was extended from within 24 hours of travel to 48 hours for those travelers entering Zhuhai from Macao and on September 21, 2022, the NAT requirement was extended from within 48 hours of travel to seven days for those travelers entering mainland China from Macao by plane.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company’s Macao gaming operations remained open during the nine months ended September 30, 2022, with the exception of the casino closure in July 2022 mentioned above. Guest visitation to the properties, however, was adversely affected during this period due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions. The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the ~~six~~nine months ended ~~June~~September 30, 2022 and in June and July 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 Parisian Macao hotel ceased operations as a medical observation facility on July 27, 2022, and the Sheraton Grand Macao hotel ceased operations as a quarantine and medical observation facility on September 23, 2022.

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%~~25.0% and ~~78.1%~~81.7%, during the ~~six~~nine months ended ~~June~~September 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%~~53.1% and ~~82.4%~~85.6%, during the ~~six~~nine months ended ~~June~~September 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, if any, addressing travel and public health measures associated with COVID-19.

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~~nine months ended ~~June~~September 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~~nine months ended ~~June~~September 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.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.84 billion and access to $1.50 billion, $1.04 billion and $412 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 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 tendering process and respond to the current COVID-19 Pandemic challenges. 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~~was extended from June 26, 2022 to December 31, ~~2022.~~2022 (the “Amendment to the Subconcession Contract”). VML paid the Macao government 47 million patacas (approximately $6 million at exchange rates in effect ~~on June 30, 2022)~~at the time of the transaction) and ~~will provide~~provided a bank guarantee byon September ~~23,~~20, 2022 of 2.31 billion patacas (approximately ~~$286~~$289 million at exchange rates as defined in ~~effect on June 30, 2022)~~the bank guarantee contract) 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. Refer to “Note 4 — Restricted Cash and Cash Equivalents” for further information on the bank guarantee.

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 maximum term of future gaming concessions to ten (10) ~~years;~~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~~618 million at exchange rates in effect on ~~June~~September 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.

On July 27, 2022, the Macao government officially launched the public tender process for the award of concessions for the operation of games of chance in casinos. VML submitted its bid for one of up to six gaming concessions on September 14, 2022. All bids received by the Macao government, of which there were a total of seven companies, including VML, were formally accepted in the tender. The Macao government has disclosed that it intends to complete the tender process and grant the new gaming concessions before the end of 2022.

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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").

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~~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~~not obtaining a new gaming concession when the current subconcession expires 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~~Gambling 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~~Intercompany Loan Agreement with SCL

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.

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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~~nine months ended ~~June~~September 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 Condensed 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~~$125 million for the period beginning ~~July~~October 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 remaining payment obligations are subject to ~~an annual~~a cap equal to ~~$125~~$63 million for the ~~annual~~ period beginning ~~July~~October 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~~September 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.

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~~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~~	2
~~Deferred amounts related to mall sale transactions~~	~~338~~
~~Other long-term liabilities~~	~~131~~
~~Total held for sale liabilities in the balance sheet~~	$	~~821~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

~~The following table represents summarized income statement information of discontinued operations:~~

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021
2022(1)
2021
(In millions)
Revenues:
Casino $ — $ 110 $ 61 $ 163
Rooms — 107 78 152
Food and beverage — 52 43 76
Convention, retail and other — 21 46 38
Net revenues — 290 228 429
Resort operations expenses — 151 107 262
Provision for credit losses — 3 3 3
General and administrative — 85 55 160
Depreciation and amortization — — — 25
Loss on disposal or impairment of assets — 1 — 3
Operating income (loss) — 50 63 (24)
Interest expense — (4) (2) (7)
Other income (expense) — 2 (3) 1
Income (loss) from operations of discontinued operations — 48 58 (30)
Gain on disposal of discontinued operations — — 3,611 —
Adjustment to gain on disposal of discontinued operations(2)
(3) — (3) —
Income (loss) from discontinued operations, before income tax (3) 48 3,666 (30)
Income tax (expense) benefit — (10) (762) 6
Net income (loss) from discontinued operations presented in the statement of operations $ (3) $ 38 $ 2,904 $ (24)
Adjusted Property EBITDA $ — $ 51 $ 63 $ 4

~~__________________________~~

~~(1) Includes the Las Vegas Operations financial results for the period from January 1, 2022 through February 22, 2022.~~

~~(2) Relates to the finalization of the working capital adjustment pursuant to the terms of the related agreements.~~

~~For the 53-day period ended~~ ~~February 22, 2022~~ and for the six months ended June 30, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale. The Company applied the intraperiod tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach. The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation. The difference between the “with” and “without” computations was allocated to discontinued operations.

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

The Company’s effective income tax rate from discontinued operations was 20.8% and (20.0)% for the six months ended June 30, 2022 and 2021, respectively, which reflects the application of the “with and without” approach consistent with intraperiod tax allocation rules. The income tax on discontinued operations reflects a 21% corporate income tax rate on the Company’s Las Vegas Operations. The cash income tax expense as if the discontinued operations was a standalone enterprise and a separate taxpayer is $803 million. The Company files a U.S. consolidated income tax return inclusive of the discontinued operations which allows the income from discontinued operations to utilize net operating loss carryforwards and operating losses from continuing operations, U.S. foreign tax credits and charitable contribution carryforwards. As of June 30, 2022, the Company recorded a U.S. cash tax payable of $282 million inclusive of the gain on sale of the Las Vegas Operations, after the payment of two installments in April and June, 2022 totaling $324 million, with the remaining installments to be paid on September 15 and December 15, 2022.

~~Note 3 — Loan Receivable~~

Seller Financing Loan Agreement

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Las Vegas Operations

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	2
Deferred amounts related to mall sale transactions	338
Other long-term liabilities	131
Total held for sale liabilities in the balance sheet	$	821

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table represents summarized income statement information of discontinued operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022(1)		2021

	(In millions)
Revenues:
Casino	$	—	$	141	$	61	$	304
Rooms	—		142		78		294
Food and beverage	—		70		43		146
Convention, retail and other	—		46		46		84
Net revenues	—		399		228		828
Resort operations expenses	—		172		107		434
Provision for credit losses	—		4		3		7
General and administrative	—		90		55		250


Depreciation and amortization	—		—		—		25
Loss on disposal or impairment of assets	—		2		—		5
Operating income	—		131		63		107

Interest expense	—		(3)		(2)		(10)
Other expense	—		(1)		(3)		—
Income from operations of discontinued operations	—		127		58		97
Gain on disposal of discontinued operations	—		—		3,611		—
Adjustment to gain on disposal of discontinued operations(2)	(1)		—		(4)		—
Income (loss) from discontinued operations, before income tax	(1)		127		3,665		97
Income tax expense	—		(28)		(762)		(22)
Net income (loss) from discontinued operations presented in the statement of operations	$	(1)	$	99	$	2,903	$	75

Adjusted Property EBITDA	$	—	$	132	$	63	$	136

__________________________

(1) Includes the Las Vegas Operations financial results for the period from January 1, 2022 through February 22, 2022.

(2) Primarily relates to the finalization of the working capital adjustment pursuant to the terms of the related agreements.

For the 53-day period ended February 22, 2022 and for the nine months ended September 30, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale. The Company applied the intraperiod tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach. The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation. The difference between the “with” and “without” computations was allocated to discontinued operations.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company’s effective income tax rate from discontinued operations was 20.8% and 22.7% for the nine months ended September 30, 2022 and 2021, respectively, which reflects the application of the “with and without” approach consistent with intraperiod tax allocation rules. The income tax on discontinued operations reflects a 21% corporate income tax rate on the Company’s Las Vegas Operations. The cash income tax expense as if the discontinued operations was a standalone enterprise and a separate taxpayer is $804 million. The Company files a U.S. consolidated income tax return inclusive of the discontinued operations, which allows the income from discontinued operations to utilize net operating loss carryforwards and operating losses from continuing operations, U.S. foreign tax credits and charitable contribution carryforwards. As of September 30, 2022, the Company had a U.S. cash tax payable of $144 million inclusive of the gain on sale of the Las Vegas Operations, after the payment of three installments in April, June and September 2022 totaling $462 million, with the remaining installment to be paid on December 15, 2022.

Note 3 — Loan Receivable

Seller Financing Loan Agreement

At the Closing, the Company and the Loan Parties entered into the Seller Financing Loan Agreement. The Seller Financing Loan Agreement provides for a six-year senior secured term loan facility in an aggregate principal amount of $1.20 billion (the “Seller Loan”) at the date of the Closing. The Seller Loan is guaranteed by the Guarantors and secured by a first-priority lien on substantially all of the Loan Parties’ assets (subject to customary exceptions and limitations), including a leasehold mortgage from OpCo over certain real estate that was sold to PropCo at the Closing and leased by OpCo.

The Seller Loan will bear interest at a rate equal to 1.50% per annum for the calendar years ending December 31, 2022 and 2023, and 4.25% per annum for each calendar year thereafter, subject to an increase of 1.00% per annum for any interest OpCo elects to pay by increasing the principal amount of the Seller Loan prior to January 1, 2024, and an increase of 1.50% per annum for any such election during the calendar year ending December 31, 2024. Any interest to be paid after December 31, 2024, will be paid in cash.

The Seller Financing Loan Agreement contains certain customary representations and warranties and covenants, subject to customary exceptions and thresholds. The Seller Financing Loan Agreement’s negative covenants restrict the ability of the Loan Parties and their subsidiaries to, among other things, (i) incur debt, (ii) create certain liens on their assets, (iii) dispose of their assets, (iv) make investments or restricted payments, including dividends, (v) merge, liquidate, dissolve, change their business or consolidate with other entities and (vi) enter into affiliate transactions.

The Seller Financing Loan 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, subject to customary grace periods. Upon an event of default, the Company may declare any then-outstanding amounts due and payable and exercise other customary remedies available to a secured lender.

Loan receivables are carried at the outstanding principal amount. A provision for credit loss on loan receivables is established when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company determines this by considering several factors, including the credit risk and current financial condition of the borrower, the borrower’s ability to pay current obligations, historical trends, and economic and market conditions. The Company performs a credit quality assessment on the loan receivable on a quarterly basis and reviews the need for an allowance under FASB Accounting Standards Update No. 2016-13. The Company evaluates the extent and impact of any credit deterioration that could affect the performance and the value of the secured property, as well as the financial and operating capability of the borrower. The Company also evaluates and considers the overall economic environment, casino and hospitality industry and geographic sub-market in which the secured property is located. Based on the Company’s assessment of the credit quality of the loan receivable, the Company believes it will collect all contractual amounts due under the loan. Accordingly, no provision for credit losses on the loan receivable was established as of ~~June~~September 30, 2022.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Interest income is recorded on an accrual basis at the stated interest rate and is recorded in interest income in the accompanying condensed consolidated statements of operations. Interest income recognized on the loan was $8 million and $14 million during the three and nine months ended September 30, 2022, respectively.

The carrying value of the loan receivable is ~~$1.20~~$1.21 billion as of ~~June~~September 30, 2022, compared to its estimated fair value of ~~$1.10~~$1.06 billion. 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. ~~Interest income recognized~~

Note 4 — Restricted Cash and Cash Equivalents

Cash is considered restricted when withdrawal or general use is legally restricted. The Company determines current or noncurrent classification based on the ~~loan~~expected duration of the restriction. The Company’s restricted cash and cash equivalents includes amounts held in a separate cash deposit account as collateral for a bank guarantee, as further described below.

As required by the Amendment to the Subconcession Contract, VML provided a bank guarantee in favor of the Macao government, on September 20, 2022 of 2.31 billion patacas (approximately $289 million at exchange rates as defined in the bank guarantee contract) 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. As stipulated in the bank guarantee contract, a minimum amount of 2.31 billion patacas or $289 million is required to be held within SCL’s cash deposit account as collateral in order to secure the bank guarantee. Any amount in excess of the minimum amount can be withdrawn from the cash deposit by SCL. The bank guarantee will remain in effect until canceled at the request or with the authorization of the Macao government and was ~~$4 million and $6 million during~~classified as noncurrent restricted cash in the ~~three and six months ended June 30, 2022, respectively.~~accompanying condensed consolidated balance sheets.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 45 — Long-Term Debt

Long-term debt consists of the following:


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021

		(In millions)					(In millions)
Corporate and U.S. Related(1):	Corporate and U.S. Related(1):					Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)		$	1,743	$	1,742
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $3)		497		497
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $6 and $8, respectively)						3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $6 and $8, respectively)	$	1,744	$	1,742
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2 and $3, respectively)						2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2 and $3, respectively)	498		497
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	993		992		3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	993		992
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)		743		743
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)						3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	744		743

Macao Related(1):	Macao Related(1):					Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)		1,792		1,791
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $7 and $9, respectively)						5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $7 and $9, respectively)	1,793		1,791
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	795		794		3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	795		794
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $7)		693		693
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)						2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	694		693
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $14 and $15, respectively)	5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $14 and $15, respectively)	1,886		1,885		5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $14 and $15, respectively)	1,886		1,885
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)	2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)	643		643		2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)	643		643
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)	4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)	692		691		4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)	692		691
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)	3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)	594		594		3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)	594		594
2018 SCL Credit Facility — Revolving	2018 SCL Credit Facility — Revolving	1,447		753		2018 SCL Credit Facility — Revolving	1,447		753
Other(2)	Other(2)	23		27		Other(2)	22		27
Singapore Related(1):	Singapore Related(1):					Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $37 and $43, respectively)		2,791		2,902
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)		44		45
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $34 and $43, respectively)						2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $34 and $43, respectively)	2,703		2,902
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $0 and $1, respectively)						2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $0 and $1, respectively)	43		45

Other(2)	Other(2)	3		3		Other(2)	2		3
		15,379		14,795			15,293		14,795
Less — current maturities	Less — current maturities	(73)		(74)		Less — current maturities	(1,514)		(74)
Total long-term debt	Total long-term debt	$	15,306	$	14,721	Total long-term debt	$	13,779	$	14,721

____________________

(1)Unamortized deferred financing costs of ~~$73~~$64 million and $81 million as of ~~June~~September 30, 2022 and December 31, 2021, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, and prepaid expenses and other in the accompanying condensed consolidated balance sheets.

(2)Includes finance leases related to Macao and Singapore of ~~$21~~$20 million and $1 million, respectively, as of ~~June~~September 30, 2022, ~~respectively,~~ and $24 million and $1 million, respectively, as of December 31, ~~2021, respectively.~~2021.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

LVSC Revolving Facility

As of ~~June~~September 30, 2022, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

SCL Senior Notes

On February 16 and June 16, 2022, Standard & Poor’s (“S&P”) and Fitch, respectively, downgraded the credit rating for the Company and SCL to BB+. As a result of the downgrades, the coupon on each series of the outstanding SCL Senior Notes ~~will increase~~increased by 0.50% per annum, with a 0.25% per annum increase becoming effective on the first interest payment date after February 16, 2022 as it relates to S&P and an additional 0.25% increase per annum after June 16, 2022 as it relates to Fitch. This will result in an increase of $16 million in interest expense for the year ended December 31, 2022 and $36 million for each year thereafter through 2024, at which time this will decrease as the SCL Senior Notes are repaid based on each of their set maturity dates.

2018 SCL Credit Facility

During the ~~six~~nine months ended ~~June~~September 30, 2022, SCL drew down $67 million and4.96 billionHong Kong dollars (“HKD,” approximately $632 million at exchange rates in effect on ~~June~~September 30, 2022) under the facility for general corporate purposes.

As of ~~June~~September 30, 2022, SCL had $1.04 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 7.36 billion (approximately ~~$938~~$937 million at exchange rates in effect on ~~June~~September 30, 2022) and U.S. dollar commitments of $99 million.

2012 Singapore Credit Facility

As of ~~June~~September 30, 2022, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD 590 million (approximately ~~$423~~$412 million at exchange rates in effect on ~~June~~September 30, 2022) 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 ~~$110~~$107 million at exchange rates in effect on ~~June~~September 30, 2022) pursuant to a development agreement.

On February 9, 2022, MBS entered into the Fourth Amendment and Restatement Agreement (the “Fourth Amendment Agreement”) with DBS Bank Ltd., as agent and security trustee. The Fourth Amendment Agreement amended and restated the facility agreement, dated as of June 25, 2012 (as amended, the “Existing Facility Agreement”). Pursuant to the Fourth Amendment Agreement, the Existing Facility Agreement was amended to update the terms therein that provide for a transition away from the Swap Offer Rate (“SOR”) as a benchmark interest rate and the replacement of SOR by a replacement benchmark interest rate or mechanism.

Under the Fourth Amendment Agreement, outstanding loans bear interest at the Singapore Overnight Rate Average (“SORA”) with a credit spread adjustment of 0.19% per annum, plus an applicable margin ranging from 1.15% to 1.85% per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at approximately ~~2.85%~~4.25% as of ~~June~~September 30, 2022).

During 2021, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project. The Company is in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the March 31, 2022 deadline. As of ~~June~~September 30, 2022, there is SGD 3.69 billion (approximately ~~$2.65~~$2.57 billion at exchange rates in effect on ~~June~~September 30, 2022) 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.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Debt Covenant Compliance

As of ~~June~~September 30, 2022, management believes the Company was in compliance with all debt covenants. The Company amended its credit facilities to, among other things, waive the Company’s requirement to comply with certain financial covenant ratios through December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore Credit Facility, respectively. The Company’s compliance with its financial covenants for periods beyond December 31, 2022 for MBS and LVSC and January 1, 2023 for SCL, could be affected by certain factors beyond the Company’s control, such as the impact of the COVID-19 Pandemic, including current travel, quarantine and border restrictions continuing in the future. The Company will pursue additional waivers to meet the required financial covenant ratios for periods beyond the current covenant waiver periods, if deemed necessary.

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,					Nine Months Ended September 30,
		2022		2021			2022		2021

		(In millions)					(In millions)

Proceeds from 2027, 2029 and 2031 SCL Senior Notes						Proceeds from 2027, 2029 and 2031 SCL Senior Notes	$	—	$	1,946

Proceeds from 2018 SCL Credit Facility	Proceeds from 2018 SCL Credit Facility	$	700	$	505	Proceeds from 2018 SCL Credit Facility	700		505

		$	700	$	505		$	700	$	2,451

Repayment on 2023 SCL Senior Notes						Repayment on 2023 SCL Senior Notes	$	—	$	(1,800)

Repayments on 2012 Singapore Credit Facility	Repayments on 2012 Singapore Credit Facility	$	(30)	$	(31)	Repayments on 2012 Singapore Credit Facility	(45)		(46)

Repayments on Other Long-Term Debt	Repayments on Other Long-Term Debt	(5)		(3)		Repayments on Other Long-Term Debt	(5)		(6)
		$	(35)	$	(34)		$	(50)	$	(1,852)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of ~~June~~September 30, 2022 and December 31, 2021, was approximately ~~$13.31~~$13.75 billion and $15.06 billion, respectively, compared to its contractual value of ~~$15.47~~$15.38 billion and $14.90 billion, respectively. The estimated fair value of the Company’s long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 56 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost. The Company extends credit to approved casino patrons following background checks and investigations of creditworthiness. Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from patrons in these countries.

Accounts receivable primarily consists of casino receivables. Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.

Accounts receivable, net, consists of the following:


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021

		(In millions)					(In millions)
Casino	Casino	$	287	$	313	Casino	$	317	$	313
Rooms	Rooms	16		13		Rooms	28		13
Mall	Mall	27		91		Mall	34		91
Other	Other	39		17		Other	40		17
		369		434			419		434
Less - provision for credit losses	Less - provision for credit losses	(211)		(232)		Less - provision for credit losses	(209)		(232)
		$	158	$	202		$	210	$	202

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


		2022		2021			2022		2021

		(In millions)					(In millions)
Balance at January 1	Balance at January 1	$	232	$	255	Balance at January 1	$	232	$	255
Current period provision for credit losses	Current period provision for credit losses	6		6		Current period provision for credit losses	14		9
Write-offs	Write-offs	(24)		(19)		Write-offs	(30)		(20)

Exchange rate impact	Exchange rate impact	(3)		(2)		Exchange rate impact	(7)		(3)
Balance at June 30		$	211	$	240
Balance at September 30						Balance at September 30	$	209	$	241

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)
2022 2021 2022 2021 2022 2021
(In millions)
Balance at January 1 $ 74 $ 197 $ 61 $ 62 $ 618 $ 633
Balance at June 30 68 139 63 62 574 607
Increase (decrease) $ (6) $ (58) $ 2 $ — $ (44) $ (26)

~~____________________~~

~~(1)Of this amount, $144 million and $145 million~~as of June 30 and January 1, 2022, respectively, and $151 million and $152 million as of June 30 and January 1, 2021, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

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(UNAUDITED)

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)
	2022		2021		2022		2021		2022		2021

	(In millions)
Balance at January 1	$	74	$	197	$	61	$	62	$	618	$	633
Balance at September 30	92		112		68		63		611		599
Increase (decrease)	$	18	$	(85)	$	7	$	1	$	(7)	$	(34)

____________________

(1)Of this amount, $148 million and $145 millionas of September 30 and January 1, 2022, respectively, and $148 million and $152 million as of September 30 and January 1, 2021, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 67 — Equity and Earnings (Loss) Per Share

Common stock

Repurchase Program

In June 2018, the Company's Board of Directors authorized the repurchase of $2.50 billion of its outstanding common stock, which was to expire in November 2020. In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, the Company’s Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $916 million to November 2024. 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. All share repurchases of the Company's common stock have been recorded as treasury stock.

Earnings (Loss) Per Share

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


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2022	2021	2022	2021		2022	2021	2022	2021

		(In millions)					(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)	Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)	764	764	764	764	Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)	764	764	764	764
Potential dilution from stock options and restricted stock and stock units	Potential dilution from stock options and restricted stock and stock units	—	—	—	—	Potential dilution from stock options and restricted stock and stock units	—	—	—	—
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)	Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)	764	764	764	764	Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)	764	764	764	764

Antidilutive stock options excluded from the calculation of diluted earnings per share	Antidilutive stock options excluded from the calculation of diluted earnings per share	15	3	15	3	Antidilutive stock options excluded from the calculation of diluted earnings per share	15	9	15	8

Note 78 — Income Taxes

The Company’s effective income tax rate from continuing operations was ~~14.4%~~15.6% for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~1.4%~~(1.6)% for the ~~six~~nine months ended ~~June~~September 30, 2021. The effective income tax rate for the ~~six~~nine months ended ~~June~~September 30, 2022, reflects a 17% statutory tax rate on the Company’s Singapore operations and a 21% corporate income tax rate on its domestic operations. ~~The Company's operations in Macao are subject to a 12% statutory~~In September 2022, the Company

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(UNAUDITED)

received an additional exemption from Macao’s corporate income tax ~~rate, but in connection with~~on profits generated by the ~~35% gaming tax,~~operation of casino games of chance for the ~~Company’s subsidiaries in Macao and its peers received an income tax exemption on gaming operations through~~period beginning June ~~26, 2022. In July~~27, 2022 ~~VML requested an additional extension of the income tax exemption for gaming operations~~ through December 31, ~~2022; however, there is~~2022. During the three months ended September 30, 2022, the Company recorded a valuation allowance of $32 million related to certain U.S. foreign tax credits, which it no ~~assurance VML will receive the additional extension.~~longer expects to utilize. In accordance with the interim accounting guidance, the Company calculated an estimated annual effective tax rate ~~that is~~ 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. For the ~~three~~nine months ended ~~June~~September 30, 2022, the combination of losses in the U.S. and Macao and taxable income in Singapore resulted in a tax expense of ~~$110~~$172 million on a loss before income taxes of ~~$304 million.~~$1.10 billion. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company recorded a valuation allowance of $20 million related to certain U.S. foreign tax credits, which it no longer expects to utilize due to lower forecasted U.S. taxable income in years following the sale of the Las Vegas Operations.

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. The IRA contains numerous provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-year period effective in tax years beginning after December 31, 2022. Applicable corporations would be allowed to claim a credit for the corporate minimum tax paid against regular tax in future years. The IRA also includes a 1% excise tax on corporate stock repurchases beginning January 1, 2023. The CAMT could impact our future cash flows and results of operations. The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied. The Company will continue to evaluate the impact of the IRA as additional information becomes available.

Note 9 — Leases

Lessor

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


	Three Months Ended September 30,
	2022				2021
	Mall		Other		Mall		Other


	(In millions)
Minimum rents	$	119	$	—	$	124	$	—
Overage rents	16		—		34		—
Rent concessions(1)	(37)		—		(16)		—

Total overage rents, rent concessions and other	(21)		—		18		—
	$	98	$	—	$	142	$	—


	Nine Months Ended September 30,
	2022				2021
	Mall		Other		Mall		Other


	(In millions)
Minimum rents	$	369	$	1	$	381	$	1
Overage rents	42		—		68		—
Rent concessions(1)	(61)		—		(53)		—
Other(2)	—		—		6		—
Total overage rents, rent concessions and other	(19)		—		21		—
	$	350	$	1	$	402	$	1

___________________

(1)Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.

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~~Note 8 — Leases~~

~~Lessor~~

~~Lease revenue for the Company’s mall operations consists of the following:~~
Three Months Ended June 30,
2022 2021
Mall Other Mall Other
(In millions)
Minimum rents $ 126 $ 1 $ 126 $ 1
Overage rents 12 — 17 —
Rent concessions(1)
(12) — (17) —
Total overage rents, rent concessions and other — — — —
$ 126 $ 1 $ 126 $ 1

Six Months Ended June 30,
2022 2021
Mall Other Mall Other
(In millions)
Minimum rents $ 250 $ 1 $ 257 $ 1
Overage rents 26 — 34 —
Rent concessions(1)
(24) — (37) —
Other(2)
— — 6 —
Total overage rents, rent concessions and other 2 — 3 —
$ 252 $ 1 $ 260 $ 1
~~___________________~~

~~(1)Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.~~

(2)Amount related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

Note 910 — 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 February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforementioned 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. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010.

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~~(UNAUDITED)~~

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim was for 3.0 billionpatacas (approximately $371 million at exchange rates in effect on ~~June~~September 30, 2022). The Macao Action 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 July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013.

On March 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. 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 Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $11.93 billion at exchange rates in effect on ~~June~~September 30, 2022), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage. On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defendants appealed the decision granting AAEC’s request and that appeal is currently pending.

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On June 18, 2020, the U.S. Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021. On April 16, 2021, the U.S. Defendants again moved to reschedule the trial because continued travel disruptions resulting from the pandemic prevented the representatives of the U.S. Defendants and certain witnesses from attending the trial as scheduled. Plaintiff opposed that motion on April 29, 2021. The Macao Judicial Court denied the U.S. Defendants’ motion on May 28, 2021, concluding that, under Macao law, it lacked the power to reschedule the trial absent agreement of the parties. The U.S. Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending.

The trial began as scheduled on June 16, 2021. The Macao Judicial Court heard testimony on June 16, 17, 23, and July 1. By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates during September, October and December 2021 to hear witnesses who are currently subject to COVID-19 travel restrictions that prevent or severely limit their ability to enter Macao. That order also provided a procedure for the parties to request written testimony from witnesses who are not able to travel to Macao on those dates. On June 28, 2021, the U.S. Defendants sought clarification of certain aspects of that ruling concerning procedures for written testimony and appealed aspects of that ruling setting limits on written testimony, imposing a deadline for in-person testimony, and rejecting the U.S. Defendants’ request to have witnesses testify via video conference. On July 9, 2021, the Macao Judicial Court issued an order clarifying the procedure for written testimony. The U.S. Defendants’ appeal on the remainder of the Macao Judicial Court’s June 17, 2021 order 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~~September 30, 2022) based on Plaintiff’s July 15, 2019 amendment of its claim amount. By motion dated July 20, 2021, the U.S. Defendants moved the Macao

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~~(UNAUDITED)~~

Judicial Court for an order withdrawing that invoice on the grounds that it was procedurally improper and conflicted with rights guaranteed in Macao’s Basic Law. The Macao Judicial 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 Judicial Court ordered that the invoice for supplemental court fees be stayed pending resolution of that appeal.

The Macao Judicial Court heard additional testimony on October 8, 11, and 15, and December 14 and 15, 2021. Certain witnesses who were not able to enter Macao due to ongoing COVID-19 travel restrictions presented testimony in writing. On December 15, 2021, the U.S. Defendants sought to initiate a proceeding to impeach the testimony of certain witnesses offered by Plaintiff, and the Macao Judicial Court admitted that incident and ordered Plaintiff to produce its shareholder registry. By notice dated December 16, 2021, Plaintiff appealed the order to produce its shareholder registry, and that appeal is currently pending.

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 $7.16 billion and ~~$7.71~~$7.70 billion, respectively, at exchange rates in effect on ~~June~~September 30, 2022). In response, the U.S. Defendants moved to exclude those materials or, in the alternative, to require additional testimony from relevant witnesses. By order dated January 19, 2022, the Macao Judicial Court denied the U.S. Defendants’ motion and ruled that the materials could be included in the court file with the probative value of their contents to be determined by the Court.

Plaintiff presented its factual summation on January 21, 2022. On January 26, 2022, the U.S. Defendants presented their factual summation, and Plaintiff and the U.S. Defendants presented rebuttal summations. The Macao Judicial Court announced its proposed findings on disputed facts at a February 15, 2022 hearing. The Plaintiff filed its brief on points of law with the Macao Judicial Court on March 1, 2022, and the U.S. Defendants filed their brief on points of law on March 10, 2022. On April 28, 2022, the Macao Judicial Court entered a judgment for the U.S. Defendants. The Macao Judicial Court also held that Plaintiff litigated certain aspects of its case in bad faith.

Plaintiff filed a notice of appeal from the Macao Judicial Court’s judgment on May 13, 2022. Plaintiff filed its appeal brief on July 5, 2022, and ~~that~~the U.S. Defendants filed their response brief on September 19, 2022. That appeal is currently ~~pending.~~ pending with the Macao Second Instance Court.

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(UNAUDITED)

On September 19, 2022, the U.S. Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $6 million at exchange rates in effect on September 30, 2022). By motion dated September 29, 2022, the U.S. Defendants moved the Macao Judicial Court for an order withdrawing that invoice. That motion is currently pending with the Macao Judicial Court.

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 the 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. Lead Plaintiffs filed an opposition to the motion to dismiss on July 6, 2021, and the defendants filed their reply on August 5, 2021. On March 28, 2022, the U.S. District Court entered an order dismissing the amended complaint 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 the Amended Complaint, requesting the U.S. District Court reconsider certain aspects of its March 28, 2022 order, and to extend the deadline for Lead Plaintiffs 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

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~~(UNAUDITED)~~

amended complaint. Lead Plaintiffs filed an opposition to the motion to dismiss on June 17, 2022, and the defendants filed their reply on July 8, 2022. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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

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(UNAUDITED)

Note 1011 — 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 has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other to reconcile to the condensed consolidated results of operations and financial condition. The operations that comprised the Company’s former Las Vegas Operating Properties reportable business segment were classified as a discontinued operation and the information below for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, excludes these results.

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~~(UNAUDITED)~~

The Company’s segment information as of ~~June~~September 30, 2022 and December 31, 2021, and for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 is as follows:


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

		(In millions)													(In millions)
Three Months Ended June 30, 2022
Three Months Ended September 30, 2022														Three Months Ended September 30, 2022
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	91	$	12	$	3	$	41	$	3	$	150	The Venetian Macao	$	60	$	10	$	3	$	27	$	4	$	104
The Londoner Macao	The Londoner Macao	42		14		7		12		4		79		The Londoner Macao	24		10		4		9		10		57
The Parisian Macao	The Parisian Macao	24		7		3		7		1		42		The Parisian Macao	8		5		1		5		2		21
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	38		6		1		33		1		79		The Plaza Macao and Four Seasons Macao	27		5		2		23		—		57
Sands Macao	Sands Macao	14		2		1		—		—		17		Sands Macao	8		1		1		1		—		11
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		7		7		Ferry Operations and Other	—		—		—		—		8		8
		209		41		15		93		16		374			127		31		11		65		24		258
Marina Bay Sands	Marina Bay Sands	500		56		48		55		20		679		Marina Bay Sands	510		92		71		55		28		756
Intercompany royalties	Intercompany royalties	—		—		—		—		28		28		Intercompany royalties	—		—		—		—		28		28
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		—		(36)		(36)		Intercompany eliminations(1)	—		—		—		(1)		(36)		(37)
Total net revenues	Total net revenues	$	709	$	97	$	63	$	148	$	28	$	1,045	Total net revenues	$	637	$	123	$	82	$	119	$	44	$	1,005

Three Months Ended June 30, 2021
Three Months Ended September 30, 2021														Three Months Ended September 30, 2021
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	307	$	24	$	7	$	49	$	4	$	391	The Venetian Macao	$	176	$	18	$	6	$	49	$	4	$	253
The Londoner Macao	The Londoner Macao	133		28		9		16		3		189		The Londoner Macao	80		22		6		13		2		123
The Parisian Macao	The Parisian Macao	69		17		4		10		1		101		The Parisian Macao	75		12		4		10		1		102
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	74		12		5		34		—		125		The Plaza Macao and Four Seasons Macao	44		11		3		52		1		111
Sands Macao	Sands Macao	37		2		1		1		1		42		Sands Macao	16		2		2		—		—		20
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		7		7		Ferry Operations and Other	—		—		—		—		7		7
		620		83		26		110		16		855			391		65		21		124		15		616
Marina Bay Sands	Marina Bay Sands	223		32		24		39		9		327		Marina Bay Sands	142		35		21		41		10		249
Intercompany royalties	Intercompany royalties	—		—		—		—		25		25		Intercompany royalties	—		—		—		—		16		16
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		(1)		(33)		(34)		Intercompany eliminations(1)	—		—		—		—		(24)		(24)
Total net revenues	Total net revenues	$	843	$	115	$	50	$	148	$	17	$	1,173	Total net revenues	$	533	$	100	$	42	$	165	$	17	$	857

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(UNAUDITED)


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

		(In millions)													(In millions)
Six Months Ended June 30, 2022
Nine Months Ended September 30, 2022														Nine Months Ended September 30, 2022
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	248	$	28	$	9	$	85	$	7	$	377	The Venetian Macao	$	308	$	38	$	12	$	112	$	11	$	481
The Londoner Macao	The Londoner Macao	121		33		15		26		5		200		The Londoner Macao	145		43		19		35		15		257
The Parisian Macao	The Parisian Macao	75		18		6		15		2		116		The Parisian Macao	83		23		7		20		4		137
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	93		15		5		67		1		181		The Plaza Macao and Four Seasons Macao	120		20		7		90		1		238
Sands Macao	Sands Macao	31		4		2		—		—		37		Sands Macao	39		5		3		1		—		48
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		14		14		Ferry Operations and Other	—		—		—		—		22		22
		568		98		37		193		29		925			695		129		48		258		53		1,183
Marina Bay Sands	Marina Bay Sands	768		94		79		104		33		1,078		Marina Bay Sands	1,278		186		150		159		61		1,834
Intercompany royalties	Intercompany royalties	—		—		—		—		50		50		Intercompany royalties	—		—		—		—		78		78
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		—		(65)		(65)		Intercompany eliminations(1)	—		—		—		(1)		(101)		(102)
Total net revenues	Total net revenues	$	1,336	$	192	$	116	$	297	$	47	$	1,988	Total net revenues	$	1,973	$	315	$	198	$	416	$	91	$	2,993

Six Months Ended June 30, 2021
Nine Months Ended September 30, 2021														Nine Months Ended September 30, 2021
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	573	$	43	$	13	$	95	$	7	$	731	The Venetian Macao	$	749	$	61	$	19	$	144	$	11	$	984
The Londoner Macao	The Londoner Macao	224		47		16		30		9		326		The Londoner Macao	304		69		22		43		11		449
The Parisian Macao	The Parisian Macao	128		29		9		20		2		188		The Parisian Macao	203		41		13		30		3		290
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	189		23		9		73		1		295		The Plaza Macao and Four Seasons Macao	233		34		12		125		2		406
Sands Macao	Sands Macao	68		5		2		1		1		77		Sands Macao	84		7		4		1		1		97
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		15		15		Ferry Operations and Other	—		—		—		—		22		22
		1,182		147		49		219		35		1,632			1,573		212		70		343		50		2,248
Marina Bay Sands	Marina Bay Sands	526		64		57		86		20		753		Marina Bay Sands	668		99		78		127		30		1,002
Intercompany royalties	Intercompany royalties	—		—		—		—		50		50		Intercompany royalties	—		—		—		—		66		66
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		(1)		(65)		(66)		Intercompany eliminations(1)	—		—		—		(1)		(89)		(90)
Total net revenues	Total net revenues	$	1,708	$	211	$	106	$	304	$	40	$	2,369	Total net revenues	$	2,241	$	311	$	148	$	469	$	57	$	3,226

____________________

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

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ 1 $ 1 $ 3 $ 2
Ferry Operations and Other 6 7 11 12
7 8 14 14
Marina Bay Sands 1 1 1 2
Intercompany royalties 28 25 50 50
Total intersegment revenues $ 36 $ 34 $ 65 $ 66

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(In millions)
Intersegment Revenues
Macao:
The Venetian Macao	$	2	$	—	$	5	$	2
The Londoner Macao	—		1		—		1
Ferry Operations and Other	6		5		17		17
	8		6		22		20
Marina Bay Sands	1		2		2		4
Intercompany royalties	28		16		78		66
Total intersegment revenues	$	37	$	24	$	102	$	90


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021

		(In millions)									(In millions)
Adjusted Property EBITDA	Adjusted Property EBITDA									Adjusted Property EBITDA
Macao:	Macao:									Macao:
The Venetian Macao	The Venetian Macao	$	(21)	$	108	$	(2)	$	190	The Venetian Macao	$	(37)	$	40	$	(39)	$	230
The Londoner Macao	The Londoner Macao	(54)		(5)		(87)		(28)		The Londoner Macao	(60)		(33)		(147)		(61)
The Parisian Macao	The Parisian Macao	(29)		—		(40)		(8)		The Parisian Macao	(37)		5		(77)		(3)
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	17		44		49		114		The Plaza Macao and Four Seasons Macao	6		42		55		156
Sands Macao	Sands Macao	(22)		(13)		(39)		(31)		Sands Macao	(22)		(21)		(61)		(52)
Ferry Operations and Other	Ferry Operations and Other	(1)		(2)		(2)		(5)		Ferry Operations and Other	(2)		(1)		(4)		(6)
		(110)		132		(121)		232			(152)		32		(273)		264
Marina Bay Sands	Marina Bay Sands	319		112		440		256		Marina Bay Sands	343		15		783		271
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	209		244		319		488		Consolidated adjusted property EBITDA(1)	191		47		510		535
Other Operating Costs and Expenses	Other Operating Costs and Expenses									Other Operating Costs and Expenses
Stock-based compensation(2)	Stock-based compensation(2)	(6)		(3)		(11)		(8)		Stock-based compensation(2)	(9)		—		(20)		(8)
Corporate	Corporate	(55)		(56)		(114)		(105)		Corporate	(53)		(64)		(167)		(169)
Pre-opening	Pre-opening	(3)		(4)		(7)		(9)		Pre-opening	(4)		(6)		(11)		(15)
Development	Development	(22)		(37)		(82)		(46)		Development	(26)		(13)		(108)		(59)
Depreciation and amortization	Depreciation and amortization	(256)		(258)		(520)		(513)		Depreciation and amortization	(260)		(262)		(780)		(775)
Amortization of leasehold interests in land	Amortization of leasehold interests in land	(14)		(14)		(28)		(28)		Amortization of leasehold interests in land	(14)		(14)		(42)		(42)
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		(11)		(6)		(14)		Loss on disposal or impairment of assets	(2)		(4)		(8)		(18)
Operating loss	Operating loss	(147)		(139)		(449)		(235)		Operating loss	(177)		(316)		(626)		(551)
Other Non-Operating Costs and Expenses	Other Non-Operating Costs and Expenses									Other Non-Operating Costs and Expenses
Interest income	Interest income	14		1		18		2		Interest income	38		1		56		3
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		(318)		(312)		Interest expense, net of amounts capitalized	(183)		(157)		(501)		(469)
Other income (expense)	Other income (expense)	(9)		10		(31)		(7)		Other income (expense)	2		(12)		(29)		(19)

Loss on modification or early retirement of debt										Loss on modification or early retirement of debt	—		(137)		—		(137)
Income tax (expense) benefit	Income tax (expense) benefit	(110)		6		(112)		(8)		Income tax (expense) benefit	(60)		27		(172)		19
Net loss from continuing operations	Net loss from continuing operations	$	(414)	$	(280)	$	(892)	$	(560)	Net loss from continuing operations	$	(380)	$	(594)	$	(1,272)	$	(1,154)

____________________

(1)Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense,

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. 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.

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

(2)During the three months ended ~~June~~September 30, 2022 and 2021, the Company recorded stock-based compensation expense of ~~$15~~$18 million and $7$3 million, respectively, of which $9 million and $4$3 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recorded stock-based compensation expense of ~~$29~~$47 million and ~~$14~~$17 million, respectively, of which ~~$18~~$27 million and $6$9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021

		(In millions)					(In millions)
Capital Expenditures	Capital Expenditures					Capital Expenditures
Corporate and Other	Corporate and Other	$	37	$	1	Corporate and Other	$	50	$	25
Macao:	Macao:					Macao:
The Venetian Macao	The Venetian Macao	25		38		The Venetian Macao	35		50
The Londoner Macao	The Londoner Macao	118		347		The Londoner Macao	153		440
The Parisian Macao	The Parisian Macao	1		2		The Parisian Macao	2		3
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	5		6		The Plaza Macao and Four Seasons Macao	7		15
Sands Macao	Sands Macao	2		3		Sands Macao	2		4
Ferry Operations and Other	Ferry Operations and Other	—		1		Ferry Operations and Other	—		1
		151		397			199		513
Marina Bay Sands	Marina Bay Sands	147		50		Marina Bay Sands	255		102
Total capital expenditures	Total capital expenditures	$	335	$	448	Total capital expenditures	$	504	$	640

June 30,
2022 December 31,
2021
(In millions)
Total Assets
Corporate and Other $ 6,881 $ 1,357
Macao:
The Venetian Macao 2,018 2,087
The Londoner Macao 4,292 4,494
The Parisian Macao 1,872 1,962
The Plaza Macao and Four Seasons Macao 1,048 1,145
Sands Macao 227 253
Ferry Operations and Other 292 132
9,749 10,073
Marina Bay Sands 5,429 5,326
Total assets $ 22,059 $ 16,756

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	September 30, 2022		December 31, 2021

	(In millions)
Total Assets
Corporate and Other	$	5,652	$	1,357
Macao:
The Venetian Macao	1,753		2,087
The Londoner Macao	4,288		4,494
The Parisian Macao	1,847		1,962
The Plaza Macao and Four Seasons Macao	1,033		1,145
Sands Macao	213		253
Ferry Operations and Other	1,125		132

	10,259		10,073
Marina Bay Sands	5,558		5,326
Total assets	$	21,469	$	16,756

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Operations

We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.

On February 23, 2022, we closed the sale of our Las Vegas real property and operations including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”) for $6.25 ~~billion.~~billion (the “Las Vegas Sale”). At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $77 million, a $1.20 billion seller financing loan and recognized a gain on disposal of $3.61 billion, before income tax expense of $750 million, during the ~~six~~nine months ended ~~June~~September 30, 2022.

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 has since 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 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.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) ~~has remained~~remains substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. ~~Other than people~~Currently, visitors from mainland China ~~who~~ in general may enter Macao without having to 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~~health-code. On August 30, 2022, the Health Bureau announced that from September 1, 2022, individuals from 41 foreign countries will be allowed to enter Macao without prior authorization but will still be required to undergo ~~various quarantine requirements depending on the person’s residency and recent travel history.~~a seven-day hotel quarantine. Our 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.

Our 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 August 2, 2022, the State of Immediate Prevention was lifted and Macao entered a stabilization period until August 7, 2022, which allowed for the reopening of various public and social facilities and the resumption of restaurant dine-in services subject to the need to wear facemasks and present a negative NAT conducted within the past three days. On August 6, 2022, the quarantine period for fully-vaccinated visitors from Hong Kong, Taiwan and other overseas jurisdictions changed from “10+7” (10 days of hotel quarantine plus 7 days of self-health management) to “7+3” (7 days of hotel quarantine plus 3 days of self-health management). Restrictions on the number of casino staff working were lifted on August 15, 2022. Throughout August, various restrictions on movement between Macao and Zhuhai were progressively lifted by both the Macao and mainland China governments.

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Our Macao gaming operations remained open during the nine months ended September 30, 2022, with the exception of the casino closure in July 2022 mentioned above. Guest visitation to the properties, however, was adversely affected during this period due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions. The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the ~~six~~nine months ended ~~June~~September 30, 2022 and in June and July in particular, we ~~have~~ 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 Parisian Macao hotel ceased operations as a medical observation facility on July 27, 2022, and the Sheraton Grand Macao hotel ceased operations as a quarantine and medical observation facility on September 23, 2022.

Our ferry operations between Macao and Hong Kong remain suspended. The timing and manner in which our ferry operations will be able to resume are currently unknown.

Our Macao operations 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%~~25.0% and ~~78.1%~~81.7%, during the ~~six~~nine months ended ~~June~~September 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%~~53.1% and ~~82.4%~~85.6%, during the ~~six~~nine months ended ~~June~~September 30, 2022, as compared to the same period in 2021 and 2019, respectively.

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~~172,000 in 2021 to ~~1.5~~3.7 million in 2022 on a year-to-date basis, while visitation decreased ~~83.9%~~74.1% when compared to the same period in 2019. For the three months ended September 30, 2022, visitation decreased 55.9% when compared to the same period in 2019. The latest available statistics show that passenger traffic at Changi Airport has been on the rise reaching approximately ~~2.5~~3.3 million in ~~May~~August 2022, up from approximately ~~1.9~~2.9 million in ~~April~~June 2022, and ~~averaging above 40%~~is at 56% of pre-pandemic levels as the travel industry continues to recover from the impact of COVID-19.

At our Macao properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor compared to pre-COVID-19 levels. Additionally, there is uncertainty whether the impact of the COVID-19 Pandemic on operations will continue in future periods. If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to inbound travel from other countries are not modified or eliminated, there is a resumption of the suspension of the China Individual Visit Scheme, or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.

While our properties were open and some operating at reduced levels due to lower visitation and required safety measures in place as described above during the ~~six~~nine months ended ~~June~~September 30, 2022, the current economic and regulatory environment on a global basis and in each of our jurisdictions continue to evolve. We 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 our current operations.

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We have a strong balance sheet and sufficient liquidity in place, including total ~~cash and cash equivalents balance, excluding restricted~~unrestricted cash and cash equivalents of ~~$6.45~~$5.84 billion and access to $1.50 billion, $1.04 billion and ~~$423~~$412 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of ~~June~~September 30, 2022. We believe we are able to support continuing operations, complete the major construction projects that are underway, proceed with the Macao concession ~~renewal~~tendering process and respond to the current COVID-19 Pandemic challenges. We have taken various

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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)~~at the time of the transaction) and ~~will provide~~provided a bank guarantee byon September ~~23,~~20, 2022 of 2.31 billion patacas (approximately ~~$286~~$289 million at exchange rates as defined in ~~effect on June 30, 2022)~~the bank guarantee contract) 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.

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 maximum 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~~$618 million at exchange rates in effect on ~~June~~September 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.

We continue to believe we will be successful in extending the term of our subconcession and/or obtaining a new gaming concession when our 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 us.

Under our 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

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

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The subconcession not being further extended or ~~renewed~~not obtaining a new gaming concession when our current subconcession expires 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~~ our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows. We intend to follow the process for a concession renewal as indicated above.

Inflation Reduction Act

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. The IRA contains numerous provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-year period effective in tax years beginning after December 31, 2022. Applicable corporations would be allowed to claim a credit for the corporate minimum tax paid against regular tax in future years. The IRA also includes a 1% excise tax on corporate stock repurchases beginning January 1, 2023. The CAMT could impact our future cash flows and results of operations. The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied. We will continue to evaluate the impact of the IRA as additional information becomes available.

Marina Bay Sands Gaming License

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

Intercompany Loan Agreement with SCL

On July 11, 2022, we 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.

Critical Accounting Policies and Estimates

For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2021 Annual Report on Form 10-K filed on February 4, 2022.

There were no newly identified significant accounting estimates during the ~~six~~nine months ended ~~June~~September 30, 2022, nor were there any material changes to the critical accounting policies and estimates discussed in our 2021 Annual Report.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

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Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, prior to its sale on February 23, 2022, ~~were~~are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of

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3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of ~~26.4%~~25.6%, ~~22.1%~~22.5%, ~~23.6%~~24.0%, ~~25.1%~~26.1%, 18.6% and ~~15.5%~~17.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.9%, 3.7%, ~~3.5%~~3.8%, ~~7.4%~~7.7%, 2.8% and 4.2% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, ~~11.8%~~11.3% and ~~12.0%~~14.8%, respectively, of our table games play was conducted on a credit basis for the ~~six~~nine months ended ~~June~~September 30, 2022.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. were slot handle, as previously described, and table games drop, which was the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We viewed table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages were calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Similar to Macao and Singapore, slot machine play was generally conducted on a cash basis.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a

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complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended ~~June~~September 30, 2022 Compared to the Three Months Ended ~~June~~September 30, 2021

Summary Financial Results

~~Our~~The reopening of borders and elimination of most pandemic-related restrictions in Singapore positively impacted the financial results ~~were adversely impacted as a result~~ of ~~decreased visitation at our Macao operating properties as tighter border restrictions were re-introduced as a result of increased positive COVID-19 cases in Macao~~Marina Bay Sands. Net revenues and ~~the surrounding regions, partially offset by increased visitation~~adjusted property EBITDA at Marina Bay Sands ~~due~~increased $508 million and $328 million, respectively. In contrast, net revenues and adjusted property EBITDA at our Macao operations decreased $360 million and $184 million, respectively, driven by a COVID-19 outbreak in Macao that resulted in a temporary government mandated closure of all casinos and non-essential businesses, as well as a series of various preventative measures that impacted visitation to ~~the VTF program and loosened pandemic-related restrictions.~~our Macao operations. See “COVID-19 Pandemic” for further information.

Net revenues for the three months ended ~~June~~September 30, 2022, were ~~$1.05~~$1.01 billion, compared to ~~$1.17 billion for the three months ended June 30, 2021. Operating loss was $147~~$857 million for the three months ended ~~June~~September 30, ~~2022, compared to $139~~2021. Operating loss was $177 million for the three months ended ~~June~~September 30, 2022, compared to $316 million for the three months ended September 30, 2021. Net loss from continuing operations was ~~$414~~$380 million for the three months ended ~~June~~September 30, 2022, compared to ~~$280~~$594 million for the three months ended ~~June~~September 30, 2021.

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Operating Revenues

Our net revenues consisted of the following:


		Three Months Ended June 30,							Three Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	709	$	843	(15.9)	%	Casino	$	637	$	533	19.5	%
Rooms	Rooms	97		115		(15.7)	%	Rooms	123		100		23.0	%
Food and beverage	Food and beverage	63		50		26.0	%	Food and beverage	82		42		95.2	%
Mall	Mall	148		148		—	%	Mall	119		165		(27.9)	%
Convention, retail and other	Convention, retail and other	28		17		64.7	%	Convention, retail and other	44		17		158.8	%
Total net revenues	Total net revenues	$	1,045	$	1,173	(10.9)	%	Total net revenues	$	1,005	$	857	17.3	%

Consolidated net revenues were ~~$1.05~~$1.01 billion for the three months ended ~~June~~September 30, 2022, ~~a decrease~~an increase of ~~$128~~$148 million compared to ~~$1.17 billion~~$857 million for the three months ended ~~June~~September 30, 2021. The ~~decrease~~increase is due to a ~~$480~~$508 million increase at Marina Bay Sands, partially offset by a $360 million decrease at our Macao ~~operations, partially offset by a $352 million increase at Marina Bay Sands.~~operations.

Net casino revenues ~~decreased~~increased $~~134~~104 million compared to the three months ended ~~June~~September 30, 2021. ~~The change~~Casino revenues at Marina Bay Sandsincreased $368 million due to increases in Rolling Chip volume, Non-Rolling Chip drop and slot handle driven by an increase in play due to the reopening of borders and elimination of most pandemic-related restrictions. This increase was ~~driven~~partially offset by a $~~411~~264 million decrease at our Macao operations due to ~~lower~~closures mandated by the Macao government that resulted in decreased visitation ~~across our properties resulting in decreased~~and table games and slot volumes. ~~Casino revenues at Marina Bay Sands increased $277 million due to increases in Rolling Chip volume and Non-Rolling Chip drop, driven by increased visitation.~~ The following table summarizes the results of our casino activity:


		Three Months Ended June 30,									Three Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Dollars in millions)									(Dollars in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total net casino revenues	Total net casino revenues	$	91		$	307		(70.4)	%	Total net casino revenues	$	60		$	176		(65.9)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	332		$	999		(66.8)	%	Non-Rolling Chip drop	$	292		$	632		(53.8)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	26.2		%	27.6		%	(1.4)	pts	Non-Rolling Chip win percentage	24.3		%	27.9		%	(3.6)	pts
Rolling Chip volume	Rolling Chip volume	$	264		$	1,510		(82.5)	%	Rolling Chip volume	$	115		$	781		(85.3)	%
Rolling Chip win percentage	Rolling Chip win percentage	4.76		%	4.91		%	(0.15)	pts	Rolling Chip win percentage	1.70		%	2.22		%	(0.52)	pts
Slot handle	Slot handle	$	254		$	551		(53.9)	%	Slot handle	$	158		$	362		(56.4)	%
Slot hold percentage	Slot hold percentage	4.9		%	3.7		%	1.2	pts	Slot hold percentage	4.0		%	3.8		%	0.2	pts
The Londoner Macao	The Londoner Macao									The Londoner Macao
Total net casino revenues	Total net casino revenues	$	42		$	133		(68.4)	%	Total net casino revenues	$	24		$	80		(70.0)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	175		$	551		(68.2)	%	Non-Rolling Chip drop	$	116		$	388		(70.1)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	23.2		%	21.0		%	2.2	pts	Non-Rolling Chip win percentage	20.2		%	20.5		%	(0.3)	pts
Rolling Chip volume	Rolling Chip volume	$	222		$	1,126		(80.3)	%	Rolling Chip volume	$	179		$	1,266		(85.9)	%
Rolling Chip win percentage	Rolling Chip win percentage	4.35		%	4.76		%	(0.41)	pts	Rolling Chip win percentage	5.27		%	2.04		%	3.23	pts
Slot handle	Slot handle	$	163		$	286		(43.0)	%	Slot handle	$	104		$	225		(53.8)	%
Slot hold percentage	Slot hold percentage	4.0		%	3.8		%	0.2	pts	Slot hold percentage	4.0		%	3.8		%	0.2	pts
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total net casino revenues	Total net casino revenues	$	24		$	69		(65.2)	%	Total net casino revenues	$	8		$	75		(89.3)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	91		$	358		(74.6)	%	Non-Rolling Chip drop	$	60		$	246		(75.6)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	22.4		%	20.6		%	1.8	pts	Non-Rolling Chip win percentage	24.1		%	22.8		%	1.3	pts
Rolling Chip volume	Rolling Chip volume	$	48		$	32		50.0	%	Rolling Chip volume	$	26		$	175		(85.1)	%
Rolling Chip win percentage	Rolling Chip win percentage	14.20��		%	8.24		%	5.96	pts	Rolling Chip win percentage	(14.10)		%	16.12		%	(30.22)	pts
Slot handle	Slot handle	$	64		$	244		(73.8)	%	Slot handle	$	34		$	153		(77.8)	%
Slot hold percentage	Slot hold percentage	4.7		%	3.0		%	1.7	pts	Slot hold percentage	4.4		%	3.1		%	1.3	pts

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		Three Months Ended June 30,									Three Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Dollars in millions)									(Dollars in millions)
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao									The Plaza Macao and Four Seasons Macao
Total net casino revenues	Total net casino revenues	$	38		$	74		(48.6)	%	Total net casino revenues	$	27		$	44		(38.6)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	101		$	350		(71.1)	%	Non-Rolling Chip drop	$	90		$	269		(66.5)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	26.4		%	21.4		%	5.0	pts	Non-Rolling Chip win percentage	17.6		%	20.0		%	(2.4)	pts
Rolling Chip volume	Rolling Chip volume	$	489		$	529		(7.6)	%	Rolling Chip volume	$	212		$	308		(31.2)	%
Rolling Chip win percentage	Rolling Chip win percentage	4.90		%	4.42		%	0.48	pts	Rolling Chip win percentage	9.37		%	2.40		%	6.97	pts
Slot handle	Slot handle	$	3		$	18		(83.3)	%	Slot handle	$	4		$	7		(42.9)	%
Slot hold percentage	Slot hold percentage	5.9		%	3.5		%	2.4	pts	Slot hold percentage	14.4		%	9.7		%	4.7	pts
Sands Macao	Sands Macao									Sands Macao
Total net casino revenues	Total net casino revenues	$	14		$	37		(62.2)	%	Total net casino revenues	$	8		$	16		(50.0)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	57		$	131		(56.5)	%	Non-Rolling Chip drop	$	47		$	89		(47.2)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	17.6		%	16.9		%	0.7	pts	Non-Rolling Chip win percentage	16.5		%	17.4		%	(0.9)	pts
Rolling Chip volume	Rolling Chip volume	$	66		$	332		(80.1)	%	Rolling Chip volume	$	16		$	137		(88.3)	%
Rolling Chip win percentage	Rolling Chip win percentage	6.86		%	6.51		%	0.35	pts	Rolling Chip win percentage	2.98		%	0.11		%	2.87	pts
Slot handle	Slot handle	$	120		$	161		(25.5)	%	Slot handle	$	72		$	147		(51.0)	%
Slot hold percentage	Slot hold percentage	2.7		%	3.3		%	(0.6)	pts	Slot hold percentage	3.4		%	3.4		%	—	pts
Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands	Marina Bay Sands									Marina Bay Sands
Total net casino revenues	Total net casino revenues	$	500		$	223		124.2	%	Total net casino revenues	$	510		$	142		259.2	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	1,137		$	553		105.6	%	Non-Rolling Chip drop	$	1,258		$	638		97.2	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	18.5		%	18.1		%	0.4	pts	Non-Rolling Chip win percentage	18.6		%	11.7		%	6.9	pts
Rolling Chip volume	Rolling Chip volume	$	5,394		$	612		781.4	%	Rolling Chip volume	$	6,837		$	459		1,389.5	%
Rolling Chip win percentage	Rolling Chip win percentage	4.29		%	6.44		%	(2.15)	pts	Rolling Chip win percentage	3.47		%	4.05		%	(0.58)	pts
Slot handle	Slot handle	$	4,090		$	3,165		29.2	%	Slot handle	$	4,424		$	2,299		92.4	%
Slot hold percentage	Slot hold percentage	4.4		%	4.3		%	0.1	pts	Slot hold percentage	4.3		%	4.2		%	0.1	pts

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.

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Room revenues ~~decreased $18~~increased $23 million compared to the three months ended ~~June~~September 30, 2021. The ~~decrease~~increase was ~~primarily~~ due to ~~decreased~~increased occupancy rates and ~~decreased RevPAR~~ADR driven by ~~lower~~increased visitation at ~~our Macao operations~~Marina Bay Sands compared to the three months ended ~~June~~September 30, 2021. ~~The decrease~~This increase was partially offset by ~~an increase~~a decrease at ~~Marina Bay Sands~~our Macao operations as visitation ~~increased due to the VTF program and loosened pandemic-related restrictions.~~decreased driven by mandated government closures described above resulting in lower occupancy rates. The following table summarizes the results of our room activity:


		Three Months Ended June 30,									Three Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Room revenues in millions)									(Room revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total room revenues	Total room revenues	$	12		$	24		(50.0)	%	Total room revenues	$	10		$	18		(44.4)	%
Occupancy rate	Occupancy rate	36.8		%	58.6		%	(21.8)	pts	Occupancy rate	36.7		%	48.4		%	(11.7)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	137		$	159		(13.8)	%	Average daily room rate (ADR)	$	135		$	149		(9.4)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	50		$	93		(46.2)	%	Revenue per available room (RevPAR)	$	50		$	72		(30.6)	%
The Londoner Macao	The Londoner Macao									The Londoner Macao
Total room revenues	Total room revenues	$	14		$	28		(50.0)	%	Total room revenues	$	10		$	22		(54.5)	%
Occupancy rate	Occupancy rate	24.9		%	44.2		%	(19.3)	pts	Occupancy rate	23.2		%	38.8		%	(15.6)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	137		$	152		(9.9)	%	Average daily room rate (ADR)	$	159		$	155		2.6	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	34		$	67		(49.3)	%	Revenue per available room (RevPAR)	$	37		$	60		(38.3)	%
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total room revenues	Total room revenues	$	7		$	17		(58.8)	%	Total room revenues	$	5		$	12		(58.3)	%
Occupancy rate	Occupancy rate	37.0		%	58.4		%	(21.4)	pts	Occupancy rate	37.1		%	52.5		%	(15.4)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	100		$	119		(16.0)	%	Average daily room rate (ADR)	$	98		$	116		(15.5)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	37		$	70		(47.1)	%	Revenue per available room (RevPAR)	$	36		$	61		(41.0)	%
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao									The Plaza Macao and Four Seasons Macao
Total room revenues	Total room revenues	$	6		$	12		(50.0)	%	Total room revenues	$	5		$	11		(54.5)	%
Occupancy rate	Occupancy rate	23.3		%	48.4		%	(25.1)	pts	Occupancy rate	19.8		%	41.3		%	(21.5)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	412		$	445		(7.4)	%	Average daily room rate (ADR)	$	453		$	439		3.2	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	96		$	215		(55.3)	%	Revenue per available room (RevPAR)	$	90		$	181		(50.3)	%
Sands Macao	Sands Macao									Sands Macao
Total room revenues	Total room revenues	$	2		$	2		—	%	Total room revenues	$	1		$	2		(50.0)	%
Occupancy rate	Occupancy rate	56.6		%	71.1		%	(14.5)	pts	Occupancy rate	43.8		%	63.2		%	(19.4)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	127		$	141		(9.9)	%	Average daily room rate (ADR)	$	157		$	134		17.2	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	72		$	100		(28.0)	%	Revenue per available room (RevPAR)	$	69		$	85		(18.8)	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands(1)	Marina Bay Sands(1)									Marina Bay Sands(1)
Total room revenues	Total room revenues	$	56		$	32		75.0	%	Total room revenues	$	92		$	35		162.9	%
Occupancy rate	Occupancy rate	93.9		%	67.9		%	26.0	pts	Occupancy rate	96.0		%	71.7		%	24.3	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	330		$	221		49.3	%	Average daily room rate (ADR)	$	515		$	235		119.1	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	310		$	150		106.7	%	Revenue per available room (RevPAR)	$	494		$	169		192.3	%

__________________________

(1) During the three months ended ~~June~~September 30, 2022,, approximately 500rooms were under construction for renovation purposes.

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Food and beverage revenues increased ~~$13~~$40 million compared to the three months ended ~~June~~September 30, 2021. The increase was due to ~~$24~~a $50 million ~~in increased~~increase at Marina Bay Sands driven by higher business volume at food and beverage outlets ~~at Marina Bay Sands, including~~as a ~~$19 million increase at major food outlets~~result of larger group sizes, elimination of most pandemic-related restrictions and ~~$5 million increase in banquets driven by loosened pandemic-related restrictions.~~the opening of new venues during the last twelve months. This increase was partially offset by ~~an $11~~a $10 million decrease at our Macao operations due to lower business volume at banquet operations and at most food and beverage outlets.

Mall revenues ~~were flat~~decreased$46 million compared to the three months ended ~~June~~September 30, 2021. A ~~$16~~$60 million decrease in mall revenues in Macao, driven by decreases in base rent and turnover rent, and an increase in rent concessions granted to our mall tenants, ~~in Macao,~~ was partially offset by a ~~$16~~$14 million increase in mall revenues ~~in Singapore,~~at Marina Bay Sands, driven by a decrease in rent concessions granted to our mall tenants and an increase in ~~Singapore.~~turnover rent.

For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:


		Three Months Ended June 30,									Three Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Mall revenues in millions)									(Mall revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
Shoppes at Venetian	Shoppes at Venetian									Shoppes at Venetian
Total mall revenues	Total mall revenues	$	41		$	49		(16.3)	%	Total mall revenues	$	26		$	49		(46.9)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	814,720			814,731			—	%	Mall gross leasable area (in square feet)	814,771			814,731			—	%
Occupancy	Occupancy	75.1		%	79.2		%	(4.1)	pts	Occupancy	79.1		%	78.7		%	0.4	pts
Base rent per square foot	Base rent per square foot	$	299		$	297		0.7	%	Base rent per square foot	$	286		$	296		(3.4)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	1,169		$	1,227		(4.7)	%	Tenant sales per square foot(1)	$	1,021		$	1,368		(25.4)	%
Shoppes at Londoner	Shoppes at Londoner									Shoppes at Londoner
Total mall revenues	Total mall revenues	$	12		$	15		(20.0)	%	Total mall revenues	$	9		$	13		(30.8)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	605,429			520,941			16.2	%	Mall gross leasable area (in square feet)	605,461			520,302			16.4	%
Occupancy	Occupancy	58.3		%	60.9		%	(2.6)	pts	Occupancy	54.9		%	60.4		%	(5.5)	pts
Base rent per square foot	Base rent per square foot	$	141		$	136		3.7	%	Base rent per square foot	$	136		$	138		(1.4)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	1,407		$	1,058		33.0	%	Tenant sales per square foot(1)	$	1,112		$	1,240		(10.3)	%
Shoppes at Parisian	Shoppes at Parisian									Shoppes at Parisian
Total mall revenues	Total mall revenues	$	7		$	10		(30.0)	%	Total mall revenues	$	5		$	10		(50.0)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	296,322			296,145			0.1	%	Mall gross leasable area (in square feet)	296,322			296,322			—	%
Occupancy	Occupancy	73.2		%	78.1		%	(4.9)	pts	Occupancy	73.8		%	76.7		%	(2.9)	pts
Base rent per square foot	Base rent per square foot	$	129		$	147		(12.2)	%	Base rent per square foot	$	121		$	146		(17.1)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	475		$	593		(19.9)	%	Tenant sales per square foot(1)	$	376		$	683		(44.9)	%
Shoppes at Four Seasons	Shoppes at Four Seasons									Shoppes at Four Seasons
Total mall revenues	Total mall revenues	$	33		$	34		(2.9)	%	Total mall revenues	$	23		$	52		(55.8)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	248,663			244,104			1.9	%	Mall gross leasable area (in square feet)	248,674			244,193			1.8	%
Occupancy	Occupancy	94.4		%	93.9		%	0.5	pts	Occupancy	94.4		%	94.3		%	0.1	pts
Base rent per square foot	Base rent per square foot	$	544		$	548		(0.7)	%	Base rent per square foot	$	542		$	550		(1.5)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	5,139		$	5,389		(4.6)	%	Tenant sales per square foot(1)	$	4,301		$	6,298		(31.7)	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
The Shoppes at Marina Bay Sands	The Shoppes at Marina Bay Sands									The Shoppes at Marina Bay Sands
Total mall revenues	Total mall revenues	$	55		$	39		41.0	%	Total mall revenues	$	55		$	41		34.1	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	622,038			620,427			0.3	%	Mall gross leasable area (in square feet)	622,007			622,073			—	%
Occupancy	Occupancy	99.7		%	98.2		%	1.5	pts	Occupancy	99.8		%	97.5		%	2.3	pts
Base rent per square foot	Base rent per square foot	$	277		$	267		3.7	%	Base rent per square foot	$	283		$	265		6.8	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	2,051		$	1,366		50.1	%	Tenant sales per square foot(1)	$	2,359		$	1,480		59.4	%

3840

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Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended ~~June~~September 30, 2022 and 2021. Base rent per square foot presented above excludes the impact of these rent concessions.

(1) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

Convention, retail and other revenues increased ~~$11~~$27 million compared to the three months ended ~~June~~September 30, 2021. This increase was ~~primarily~~ due to ~~a $10~~an $19 million increase at Marina Bay Sands, primarily driven by an $11 million increase in convention revenue. In addition, a $8 million increase at our Macao operations was driven primarily by quarantine room revenue at the Sheraton Grand Macao hotel and ~~other revenues (e.g., museum and SkyPark).~~The Parisian Macao.

Operating Expenses

Our operating expenses consisted of the following:


		Three Months Ended June 30,							Three Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	445	$	574	(22.5)	%	Casino	$	410	$	451	(9.1)	%
Rooms	Rooms	41		42		(2.4)	%	Rooms	41		40		2.5	%
Food and beverage	Food and beverage	73		60		21.7	%	Food and beverage	83		55		50.9	%
Mall	Mall	19		16		18.8	%	Mall	16		17		(5.9)	%
Convention, retail and other	Convention, retail and other	24		19		26.3	%	Convention, retail and other	27		21		28.6	%
Provision for credit losses	Provision for credit losses	2		2		—	%	Provision for credit losses	8		3		166.7	%
General and administrative	General and administrative	238		219		8.7	%	General and administrative	238		223		6.7	%
Corporate	Corporate	55		56		(1.8)	%	Corporate	53		64		(17.2)	%
Pre-opening	Pre-opening	3		4		(25.0)	%	Pre-opening	4		6		(33.3)	%
Development	Development	22		37		(40.5)	%	Development	26		13		100.0	%
Depreciation and amortization	Depreciation and amortization	256		258		(0.8)	%	Depreciation and amortization	260		262		(0.8)	%
Amortization of leasehold interests in land	Amortization of leasehold interests in land	14		14		—	%	Amortization of leasehold interests in land	14		14		—	%
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		11		(100.0)	%	Loss on disposal or impairment of assets	2		4		(50.0)	%
Total operating expenses	Total operating expenses	$	1,192	$	1,312	(9.1)	%	Total operating expenses	$	1,182	$	1,173	0.8	%

Operating expenses were ~~$1.19~~$1.18 billion for the three months ended ~~June~~September 30, 2022, ~~a decrease~~an increase of ~~$120~~$9 million compared to ~~$1.31~~$1.17 billion for the three months ended ~~June~~September 30, 2021, primarily driven by ~~a $129~~increases of $28 million ~~decrease~~ in ~~casino~~food and beverage expenses, ~~due to a decrease in gaming taxes as a result of decreased gaming revenues in Macao, a~~ $15 million ~~decrease in development expense and an $11 million decrease in loss on disposal or impairment of assets, partially offset by a $19 million increase~~ in general and administrative ~~expense.~~expenses, $13 million in development expenses and $6 million increase in convention, retail, and other, partially offset by decreases of $41 million in casino expenses and $11 million in corporate expenses.

Casino expenses decreased ~~$129~~$41 million compared to the three months ended ~~June~~September 30, 2021. The decrease was primarily attributable to a ~~$136~~$124 million decrease in gaming taxes at our Macao operations due to decreased revenues, ~~as previously described.~~partially offset by an $87 million increase in gaming taxes at Marina Bay Sands due to increased revenues. The ~~$411~~$264 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the ~~$277~~$368 million increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.

Food and beverage expenses increased ~~$13~~$28 million compared to the three months ended ~~June~~September 30, 2021. An increase of ~~$17~~$33 million at Marina Bay Sands was due to increased food outlet and banquet volumes, partially offset by a $5 million decrease ~~of $4 million~~ at our Macao operations due to lower business volume.

Convention, retail and other expenses increased $5$6 million compared to the three months ended ~~June~~September 30, 2021, primarily driven by ~~an $6~~a $7 million increase at Marina Bay Sands, partially offset by a $1 million decrease at our Macao operations.

Provision for credit losses was $8 million for three months ended September 30, 2022, compared to $3 million for the three months ended September 30, 2021. The $5 million increase was driven by increased provision for the aging of patron receivables at our Marina Bay Sands and Macao operations. The amount of this provision can vary

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over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in ~~ferry expenses resulting from decreases in operating~~the future will depend upon the state of the economy, our credit standards, our risk assessments and ~~maintenance costs as ferries were under dry dock.~~the judgment of our employees responsible for granting credit.

General and administrative expenses increased ~~$19~~$15 million compared to the three months ended ~~June~~September 30, 2021. The increase was primarily due to ~~an increase of~~a $22 million ~~at Marina Bay Sands, partially offset by a decrease of $3 million at our Macao operations. The~~ increase at Marina Bay Sands, ~~was primarily~~ driven by an increase in payroll, marketing and property operation ~~costs. The~~costs, partially offset by a $7 million decrease at our Macao operations, driven by a decrease in marketing, property tax and insurance costs.

Corporate expenses decreased $11 million compared to the three months ended September 30, 2021. The decrease was primarily ~~driven by decreased marketing and property operations costs.~~

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due to an $11 million in legal fee insurance recoveries.

Development expenses were ~~$22~~$26 million for the three months ended ~~June~~September 30, 2022, compared to ~~$37~~$13 million for the three months ended ~~June~~September 30, 2021. During the three months ended ~~June~~September 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in Texas and digital gaming related efforts. Development costs are expensed as incurred.

~~There was no loss~~Loss on disposal or impairment of assets was $2 million for three months ended ~~June~~September 30, 2022, compared to ~~$11~~$4 million for the three months ended ~~June~~September 30, 2021. The losses incurred for the three months ended ~~June~~September 30, 2022 were primarily due to room renovation at Marina Bay Sands. The losses incurred for the three months ended September 30, 2021 were primarily due to asset disposal and demolition costs at The Londoner Macao.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:


		Three Months Ended June 30,							Three Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Macao:	Macao:							Macao:
The Venetian Macao	The Venetian Macao	$	(21)	$	108	(119.4)	%	The Venetian Macao	$	(37)	$	40	(192.5)	%
The Londoner Macao	The Londoner Macao	(54)		(5)		980.0	%	The Londoner Macao	(60)		(33)		81.8	%
The Parisian Macao	The Parisian Macao	(29)		—		NM		The Parisian Macao	(37)		5		(840.0)	%
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	17		44		(61.4)	%	The Plaza Macao and Four Seasons Macao	6		42		(85.7)	%
Sands Macao	Sands Macao	(22)		(13)		69.2	%	Sands Macao	(22)		(21)		4.8	%
Ferry Operations and Other	Ferry Operations and Other	(1)		(2)		(50.0)	%	Ferry Operations and Other	(2)		(1)		100.0	%
		(110)		132		(183.3)	%		(152)		32		(575.0)	%
Marina Bay Sands	Marina Bay Sands	319		112		184.8	%	Marina Bay Sands	343		15		2,186.7	%
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	$	209	$	244	(14.3)	%	Consolidated adjusted property EBITDA(1)	$	191	$	47	306.4	%

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__________________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. 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 Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. 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. We have 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, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

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		Three Months Ended June 30,					Three Months Ended September 30,
		2022		2021			2022		2021

		(In millions)					(In millions)
Consolidated adjusted property EBITDA	Consolidated adjusted property EBITDA	$	209	$	244	Consolidated adjusted property EBITDA	$	191	$	47
Other Operating Costs and Expenses	Other Operating Costs and Expenses					Other Operating Costs and Expenses
Stock-based compensation(a)	Stock-based compensation(a)	(6)		(3)		Stock-based compensation(a)	(9)		—
Corporate	Corporate	(55)		(56)		Corporate	(53)		(64)
Pre-opening	Pre-opening	(3)		(4)		Pre-opening	(4)		(6)
Development	Development	(22)		(37)		Development	(26)		(13)
Depreciation and amortization	Depreciation and amortization	(256)		(258)		Depreciation and amortization	(260)		(262)
Amortization of leasehold interests in land	Amortization of leasehold interests in land	(14)		(14)		Amortization of leasehold interests in land	(14)		(14)
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		(11)		Loss on disposal or impairment of assets	(2)		(4)
Operating loss	Operating loss	(147)		(139)		Operating loss	(177)		(316)
Other Non-Operating Costs and Expenses	Other Non-Operating Costs and Expenses					Other Non-Operating Costs and Expenses
Interest income	Interest income	14		1		Interest income	38		1
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		Interest expense, net of amounts capitalized	(183)		(157)
Other income (expense)	Other income (expense)	(9)		10		Other income (expense)	2		(12)

Loss on modification or early retirement of debt						Loss on modification or early retirement of debt	—		(137)
Income tax (expense) benefit	Income tax (expense) benefit	(110)		6		Income tax (expense) benefit	(60)		27
Net loss from continuing operations	Net loss from continuing operations	$	(414)	$	(280)	Net loss from continuing operations	$	(380)	$	(594)

(a)During the three months ended ~~June~~September 30, 2022 and 2021, the Company recorded stock-based compensation expense of ~~$15~~$18 million and $7$3 million, respectively, of which $9 million and $4$3 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased ~~$242~~$184 million compared with the three months ended ~~June~~September 30, 2021, primarily due to decreases in casino, room, food and beverage and mall revenues ~~driven by~~due to decreased visitation at our Macao properties driven by government mandated closures as ~~tighter border restrictions were introduced as a result of increased positive COVID-19 cases in the region.~~described above.

Adjusted property EBITDA at Marina Bay Sands increased ~~$207~~$328 million compared to the three months ended ~~June~~September 30, 2021, primarily due to increases in casino, room, ~~and~~ food and beverage ~~operations~~and mall revenues due to ~~increased visitation~~the reopening of borders and ~~loosened~~elimination of most pandemic-related restrictions.

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Interest Expense

The following table summarizes information related to interest expense:


		Three Months Ended June 30,							Three Months Ended September 30,
		2022			2021				2022			2021

		(Dollars in millions)							(Dollars in millions)
Interest cost	Interest cost	$	163		$	162		Interest cost	$	184		$	160

Less — capitalized interest	Less — capitalized interest	(1)			(4)			Less — capitalized interest	(1)			(3)
Interest expense, net	Interest expense, net	$	162		$	158		Interest expense, net	$	183		$	157

Weighted average total debt balance	Weighted average total debt balance	$	15,103		$	14,590		Weighted average total debt balance	$	15,491		$	14,574
Weighted average interest rate	Weighted average interest rate	4.3		%	4.4		%	Weighted average interest rate	4.8		%	4.4		%

Interest cost increased $1$24 million compared to the three months ended ~~June~~September 30, 2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended ~~June~~September 30, 2022. The ~~increase was partially offset by a decrease in our~~ weighted average interest rate increased from 4.4% to ~~4.3%~~4.8% during the three months ended ~~June~~September 30, ~~2022. The decrease~~2022 when compared to the three months ended September 30, 2021, primarily driven by the increase in the underlying benchmark rate on our Singapore Credit Facility and the increase in interest ~~cost was primarily due to~~rates on the ~~issuance~~SCL senior notes as a result of the ~~2.300%~~credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022., ~~2.850% and 3.250%~~offset by the extinguishment of the SCL ~~Senior Notes~~4.600% senior notes in ~~September 2021, which carry a lower interest rate than the 4.600% SCL Senior Notes extinguished in September~~Q3 2021.

Other Factors Affecting Earnings

~~Other expense~~Interest income was $9$38 million for the three months ended ~~June~~September 30, 2022, compared to ~~other income of $10~~$1 million for the three months ended ~~June~~September 30, 2021. ~~Other expense~~Interest income during the three months ended ~~June~~September 30, 2022 was primarily attributed to $29 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas Operating Properties and higher interest rates. We also had $8 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas Operating Properties in 2022.

Other income was $2 million for the three months ended September 30, 2022, compared to other expense of $12 million for the three months ended September 30, 2021. Other income during the three months ended September 30, 2022, was primarily attributable to ~~$15 million of foreign currency transaction losses driven by U.S. dollar denominated debt~~

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~~held by SCL, partially offset by $6 million of~~ foreign currency transaction gains driven by Singapore dollar denominated ~~intercompany~~ debt reported in U.S. dollars.

Our income tax expense was ~~$110~~$60 million on a loss before income taxes of ~~$304~~$320 million for the three months ended ~~June~~September 30, 2022, resulting in ~~a 36.2%~~an 18.8% effective income tax rate. This compares to a ~~(2.1)~~(4.3)% effective income tax rate for the three months ended ~~June~~September 30, 2021. The income tax expense for the three months ended ~~June~~September 30, 2022, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations. Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers received an income tax exemption on gaming operations through ~~June 26, 2022. In July 2022, we requested an additional extension of our income tax exemption for gaming operations through~~ December 31, ~~2022; however, there is no assurance we will receive the additional extension.~~2022. Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.

The net loss attributable to our noncontrolling interests was $142 million for the three months ended September 30, 2022, compared to $127 million for the three months ended ~~June 30, 2022, compared to $50 million for the three months ended June~~September 30, 2021. These amounts are related to the noncontrolling interest of SCL.

~~Six~~Nine Months Ended ~~June~~September 30, 2022 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

Summary Financial Results

~~Our~~The reopening of borders and elimination of most pandemic-related restrictions in Singapore positively impacted the financial results ~~were adversely impacted as a result~~ of Marina Bay Sands. Net revenues and adjusted property EBITDA at Marina Bay Sands increased $834 million and $512 million, respectively. In contrast, net revenues and adjusted property EBITDA at our Macao operations decreased ~~visitation to our properties in Macao due to the COVID-19 Pandemic,~~$1.07 billion and $537 million, respectively, as tighter border

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restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding ~~regions, partially offset by increased visitation at Marina Bay Sands due to the VTL and VTF programs and loosened pandemic-related restrictions.~~regions. See “COVID-19 Pandemic” for further information.

Net revenues for the ~~six~~nine months ended ~~June~~September 30, 2022, were ~~$1.99~~$2.99 billion, compared to ~~$2.37~~$3.23 billion for the ~~six~~nine months ended ~~June~~September 30, 2021. Operating loss was ~~$449~~$626 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$235~~$551 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Net loss from continuing operations was ~~$892 million~~$1.27 billion for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$560 million~~$1.15 billion for the ~~six~~nine months ended ~~June~~September 30, 2021.

Operating Revenues

Our net revenues consisted of the following:


		Six Months Ended June 30,							Nine Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	1,336	$	1,708	(21.8)	%	Casino	$	1,973	$	2,241	(12.0)	%
Rooms	Rooms	192		211		(9.0)	%	Rooms	315		311		1.3	%
Food and beverage	Food and beverage	116		106		9.4	%	Food and beverage	198		148		33.8	%
Mall	Mall	297		304		(2.3)	%	Mall	416		469		(11.3)	%
Convention, retail and other	Convention, retail and other	47		40		17.5	%	Convention, retail and other	91		57		59.6	%
Total net revenues	Total net revenues	$	1,988	$	2,369	(16.1)	%	Total net revenues	$	2,993	$	3,226	(7.2)	%

Consolidated net revenues were ~~$1.99~~$2.99 billion for the ~~six~~nine months ended ~~June~~September 30, 2022, a decrease of ~~$381~~$233 million compared to ~~$2.37~~$3.23 billion for the ~~six~~nine months ended ~~June~~September 30, 2021, due to a decrease of ~~$707 million~~$1.07 billion at our Macao operations. The decrease at our Macao operations was due to decreased visitation compared to the ~~six~~nine months ended ~~June~~September 30, 2021, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding region. The ~~$326~~decrease was partially offset by an $834 million increase at Marina Bay Sands ~~was~~ primarily due to increased visitation ~~driven by~~resulting from the ~~VTL~~reopening of borders and ~~VTF programs and loosened~~elimination of most pandemic-related restrictions.

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Net casino revenues decreased ~~$372~~$268 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was driven by ~~a $614~~an $878 million decrease at our Macao operations due to lower visitation across our properties resulting in decreased table games and slot volumes. Casino revenues at Marina Bay Sands increased by ~~$242~~$610 million due to ~~increases in Rolling Chip volume~~increased table games and ~~Non-Rolling Chip drop,~~slot volumes, driven by ~~an increase in play due to VTL~~the reopening of borders and ~~VTF programs and loosened~~elimination of most pandemic-related restrictions. The following table summarizes the results of our casino activity:


		Six Months Ended June 30,									Nine Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Dollars in millions)									(Dollars in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total net casino revenues	Total net casino revenues	$	248		$	573		(56.7)	%	Total net casino revenues	$	308		$	749		(58.9)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	968		$	1,907		(49.2)	%	Non-Rolling Chip drop	$	1,260		$	2,539		(50.4)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	25.3		%	27.5		%	(2.2)	pts	Non-Rolling Chip win percentage	25.1		%	27.6		%	(2.5)	pts
Rolling Chip volume	Rolling Chip volume	$	984		$	2,740		(64.1)	%	Rolling Chip volume	$	1,099		$	3,522		(68.8)	%
Rolling Chip win percentage	Rolling Chip win percentage	3.65		%	4.70		%	(1.05)	pts	Rolling Chip win percentage	3.45		%	4.15		%	(0.70)	pts
Slot handle	Slot handle	$	677		$	1,013		(33.2)	%	Slot handle	$	835		$	1,376		(39.3)	%
Slot hold percentage	Slot hold percentage	3.7		%	3.8		%	(0.1)	pts	Slot hold percentage	3.8		%	3.8		%	—	pts
The Londoner Macao
Total net casino revenues		$	121		$	224		(46.0)	%
Non-Rolling Chip drop		$	529		$	959		(44.8)	%
Non-Rolling Chip win percentage		22.5		%	21.3		%	1.2	pts
Rolling Chip volume		$	591		$	1,648		(64.1)	%
Rolling Chip win percentage		4.58		%	4.43		%	0.15	pts
Slot handle		$	394		$	483		(18.4)	%
Slot hold percentage		3.5		%	3.8		%	(0.3)	pts
The Parisian Macao
Total net casino revenues		$	75		$	128		(41.4)	%
Non-Rolling Chip drop		$	271		$	657		(58.8)	%
Non-Rolling Chip win percentage		24.5		%	21.7		%	2.8	pts
Rolling Chip volume		$	209		$	146		43.2	%
Rolling Chip win percentage		9.39		%	(0.53)		%	9.92	pts
Slot handle		$	187		$	467		(60.0)	%
Slot hold percentage		3.7		%	3.2		%	0.5	pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues		$	93		$	189		(50.8)	%
Non-Rolling Chip drop		$	316		$	606		(47.9)	%
Non-Rolling Chip win percentage		26.1		%	22.5		%	3.6	pts
Rolling Chip volume		$	1,063		$	1,965		(45.9)	%
Rolling Chip win percentage		4.03		%	5.52		%	(1.49)	pts
Slot handle		$	12		$	22		(45.5)	%
Slot hold percentage		8.0		%	4.8		%	3.2	pts

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		Six Months Ended June 30,									Nine Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Dollars in millions)									(Dollars in millions)
The Londoner Macao										The Londoner Macao
Total net casino revenues										Total net casino revenues	$	145		$	304		(52.3)	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	645		$	1,347		(52.1)	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	22.1		%	21.1		%	1.0	pts
Rolling Chip volume										Rolling Chip volume	$	770		$	2,915		(73.6)	%
Rolling Chip win percentage										Rolling Chip win percentage	4.74		%	3.39		%	1.35	pts
Slot handle										Slot handle	$	499		$	709		(29.6)	%
Slot hold percentage										Slot hold percentage	3.6		%	3.8		%	(0.2)	pts
The Parisian Macao										The Parisian Macao
Total net casino revenues										Total net casino revenues	$	83		$	203		(59.1)	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	331		$	903		(63.3)	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	24.4		%	22.0		%	2.4	pts
Rolling Chip volume										Rolling Chip volume	$	235		$	321		(26.8)	%
Rolling Chip win percentage										Rolling Chip win percentage	6.78		%	8.53		%	(1.75)	pts
Slot handle										Slot handle	$	220		$	620		(64.5)	%
Slot hold percentage										Slot hold percentage	3.8		%	3.1		%	0.7	pts
The Plaza Macao and Four Seasons Macao										The Plaza Macao and Four Seasons Macao
Total net casino revenues										Total net casino revenues	$	120		$	233		(48.5)	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	406		$	874		(53.5)	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	24.2		%	21.8		%	2.4	pts
Rolling Chip volume										Rolling Chip volume	$	1,275		$	2,273		(43.9)	%
Rolling Chip win percentage										Rolling Chip win percentage	4.92		%	5.10		%	(0.18)	pts
Slot handle										Slot handle	$	16		$	29		(44.8)	%
Slot hold percentage										Slot hold percentage	9.7		%	5.9		%	3.8	pts
Sands Macao	Sands Macao									Sands Macao
Total net casino revenues	Total net casino revenues	$	31		$	68		(54.4)	%	Total net casino revenues	$	39		$	84		(53.6)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	134		$	253		(47.0)	%	Non-Rolling Chip drop	$	181		$	341		(46.9)	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	18.6		%	16.1		%	2.5	pts	Non-Rolling Chip win percentage	18.1		%	16.4		%	1.7	pts
Rolling Chip volume	Rolling Chip volume	$	146		$	816		(82.1)	%	Rolling Chip volume	$	163		$	953		(82.9)	%
Rolling Chip win percentage	Rolling Chip win percentage	4.65		%	5.22		%	(0.57)	pts	Rolling Chip win percentage	4.49		%	4.49		%	—	pts
Slot handle	Slot handle	$	244		$	319		(23.5)	%	Slot handle	$	316		$	466		(32.2)	%
Slot hold percentage	Slot hold percentage	3.0		%	3.4		%	(0.4)	pts	Slot hold percentage	3.1		%	3.4		%	(0.3)	pts

Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands	Marina Bay Sands									Marina Bay Sands
Total net casino revenues	Total net casino revenues	$	768		$	526		46.0	%	Total net casino revenues	$	1,278		$	668		91.3	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	1,932		$	1,227		57.5	%	Non-Rolling Chip drop	$	3,191		$	1,865		71.1	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	18.2		%	18.6		%	(0.4)	pts	Non-Rolling Chip win percentage	18.4		%	16.3		%	2.1	pts
Rolling Chip volume	Rolling Chip volume	$	7,293		$	2,123		243.5	%	Rolling Chip volume	$	14,130		$	2,583		447.0	%
Rolling Chip win percentage	Rolling Chip win percentage	4.03		%	5.83		%	(1.80)	pts	Rolling Chip win percentage	3.76		%	5.52		%	(1.76)	pts
Slot handle	Slot handle	$	7,372		$	6,910		6.7	%	Slot handle	$	11,797		$	9,209		28.1	%
Slot hold percentage	Slot hold percentage	4.3		%	4.2		%	0.1	pts	Slot hold percentage	4.3		%	4.2		%	0.1	pts
U.S. Operations:
Las Vegas Operating Properties(1)
Total net casino revenues		$	61		$	163		(62.6)	%
Table games drop		$	257		$	698		(63.2)	%
Table games win percentage		13.6		%	13.0		%	0.6	pts
Slot handle		$	599		$	1,625		(63.1)	%
Slot hold percentage		8.2		%	8.4		%	(0.2)	pts

Table of Contents


	Nine Months Ended September 30,
	2022			2021			Change

	(Dollars in millions)
U.S. Operations:
Las Vegas Operating Properties(1)
Total net casino revenues	$	61		$	304		(79.9)	%
Table games drop	$	257		$	1,137		(77.4)	%
Table games win percentage	13.6		%	16.0		%	(2.4)	pts
Slot handle	$	599		$	2,683		(77.7)	%
Slot hold percentage	8.2		%	8.5		%	(0.3)	pts

__________________________

(1) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.

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Room revenues ~~decreased $19~~increased $4 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~decrease~~increase was primarily due to ~~decreased~~increased occupancy rates ~~and decreased RevPAR driven by reduced visitation across our Macao properties. The decrease was partially offset by increases in occupancy~~ and ADR at Marina Bay Sands driven by increased ~~visitation.~~visitation, partially offset by decreased occupancy rates and ADR driven by reduced visitation across our Macao properties. The following table summarizes the results of our room activity:


		Six Months Ended June 30,									Nine Months Ended September 30,
		2022			2021			Change			2022			2021			Change

		(Room revenues in millions)									(Room revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total room revenues	Total room revenues	$	28		$	43		(34.9)	%	Total room revenues	$	38		$	61		(37.7)	%
Occupancy rate	Occupancy rate	39.9		%	52.9		%	(13.0)	pts	Occupancy rate	38.9		%	51.5		%	(12.6)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	146		$	158		(7.6)	%	Average daily room rate (ADR)	$	143		$	155		(7.7)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	58		$	84		(31.0)	%	Revenue per available room (RevPAR)	$	56		$	80		(30.0)	%
The Londoner Macao	The Londoner Macao									The Londoner Macao
Total room revenues	Total room revenues	$	33		$	47		(29.8)	%	Total room revenues	$	43		$	69		(37.7)	%
Occupancy rate	Occupancy rate	26.5		%	40.4		%	(13.9)	pts	Occupancy rate	25.7		%	39.9		%	(14.2)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	146		$	160		(8.8)	%	Average daily room rate (ADR)	$	149		$	158		(5.7)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	39		$	65		(40.0)	%	Revenue per available room (RevPAR)	$	38		$	63		(39.7)	%
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total room revenues	Total room revenues	$	18		$	29		(37.9)	%	Total room revenues	$	23		$	41		(43.9)	%
Occupancy rate	Occupancy rate	39.2		%	52.6		%	(13.4)	pts	Occupancy rate	38.7		%	52.6		%	(13.9)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	110		$	119		(7.6)	%	Average daily room rate (ADR)	$	107		$	118		(9.3)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	43		$	62		(30.6)	%	Revenue per available room (RevPAR)	$	41		$	62		(33.9)	%
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao									The Plaza Macao and Four Seasons Macao
Total room revenues	Total room revenues	$	15		$	23		(34.8)	%	Total room revenues	$	20		$	34		(41.2)	%
Occupancy rate	Occupancy rate	29.5		%	46.1		%	(16.6)	pts	Occupancy rate	26.3		%	44.5		%	(18.2)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	429		$	439		(2.3)	%	Average daily room rate (ADR)	$	435		$	439		(0.9)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	127		$	202		(37.1)	%	Revenue per available room (RevPAR)	$	114		$	195		(41.5)	%
Sands Macao	Sands Macao									Sands Macao
Total room revenues	Total room revenues	$	4		$	5		(20.0)	%	Total room revenues	$	5		$	7		(28.6)	%
Occupancy rate	Occupancy rate	56.9		%	71.3		%	(14.4)	pts	Occupancy rate	53.5		%	68.6		%	(15.1)	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	132		$	140		(5.7)	%	Average daily room rate (ADR)	$	137		$	138		(0.7)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	75		$	100		(25.0)	%	Revenue per available room (RevPAR)	$	74		$	95		(22.1)	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands(1)	Marina Bay Sands(1)									Marina Bay Sands(1)
Total room revenues	Total room revenues	$	94		$	64		46.9	%	Total room revenues	$	186		$	99		87.9	%
Occupancy rate	Occupancy rate	88.9		%	65.4		%	23.5	pts	Occupancy rate	91.3		%	67.4		%	23.9	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	296		$	224		32.1	%	Average daily room rate (ADR)	$	375		$	228		64.5	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	263		$	147		78.9	%	Revenue per available room (RevPAR)	$	343		$	154		122.7	%
U.S. Operations:	U.S. Operations:									U.S. Operations:
Las Vegas Operating Properties(2)	Las Vegas Operating Properties(2)									Las Vegas Operating Properties(2)
Total room revenues	Total room revenues	$	78		$	152		(48.7)	%	Total room revenues	$	78		$	294		(73.5)	%
Occupancy rate	Occupancy rate	84.6		%	65.0		%	19.6	pts	Occupancy rate	84.6		%	76.2		%	8.4	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	247		$	194		27.3	%	Average daily room rate (ADR)	$	247		$	209		18.2	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	209		$	126		65.9	%	Revenue per available room (RevPAR)	$	209		$	160		30.6	%

__________________________

(1)During the ~~six~~nine months ended ~~June~~September 30, 2022, approximately 500rooms were under construction for renovation purposes.

(2) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.

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Food and beverage revenues increased ~~$10~~$50 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was due to a ~~$22~~$72 million increase driven by increased business volume at food and beverage outlets, including new outlets and the reopening of entertainment venues, at Marina Bay Sands, partially offset by a ~~$12~~$22 million decrease at our Macao operations.

Mall revenues decreased $7$53 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was primarily due to decreases of $8$67 million in total overage rent and $7rent concessions and $14 million in lower base rent ~~and a $6 million government grant provided by the Singapore government in Q2 2021,~~at our Macao operations, partially offset by ~~a $13~~increases of $27 million ~~decrease~~ in total overage rent, rent concessions ~~granted to our mall tenants~~and other and $2 million in ~~Singapore.~~higher base rent at Marina Bay Sands.


		Six Months Ended June 30,(1)									Nine Months Ended September 30,(1)
		2022			2021			Change			2022			2021			Change

		(Mall revenues in millions)									(Mall revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
Shoppes at Venetian	Shoppes at Venetian									Shoppes at Venetian
Total mall revenues	Total mall revenues	$	85		$	95		(10.5)	%	Total mall revenues	$	111		$	144		(22.9)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	814,720			814,731			—	%	Mall gross leasable area (in square feet)	814,771			814,731			—	%
Occupancy	Occupancy	75.1		%	79.2		%	(4.1)	pts	Occupancy	79.1		%	78.7		%	0.4	pts
Base rent per square foot	Base rent per square foot	$	299		$	297		0.7	%	Base rent per square foot	$	286		$	296		(3.4)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	1,169		$	1,227		(4.7)	%	Tenant sales per square foot(2)	$	1,021		$	1,368		(25.4)	%
Shoppes at Londoner	Shoppes at Londoner									Shoppes at Londoner
Total mall revenues	Total mall revenues	$	26		$	29		(10.3)	%	Total mall revenues	$	35		$	42		(16.7)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	605,429			520,941			16.2	%	Mall gross leasable area (in square feet)	605,461			520,302			16.4	%
Occupancy	Occupancy	58.3		%	60.9		%	(2.6)	pts	Occupancy	54.9		%	60.4		%	(5.5)	pts
Base rent per square foot	Base rent per square foot	$	141		$	136		3.7	%	Base rent per square foot	$	136		$	138		(1.4)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	1,407		$	1,058		33.0	%	Tenant sales per square foot(2)	$	1,112		$	1,240		(10.3)	%
Shoppes at Parisian	Shoppes at Parisian									Shoppes at Parisian
Total mall revenues	Total mall revenues	$	15		$	20		(25.0)	%	Total mall revenues	$	20		$	30		(33.3)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	296,322			296,145			0.1	%	Mall gross leasable area (in square feet)	296,322			296,322			—	%
Occupancy	Occupancy	73.2		%	78.1		%	(4.9)	pts	Occupancy	73.8		%	76.7		%	(2.9)	pts
Base rent per square foot	Base rent per square foot	$	129		$	147		(12.2)	%	Base rent per square foot	$	121		$	146		(17.1)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	475		$	593		(19.9)	%	Tenant sales per square foot(2)	$	376		$	683		(44.9)	%
Shoppes at Four Seasons	Shoppes at Four Seasons									Shoppes at Four Seasons
Total mall revenues	Total mall revenues	$	67		$	73		(8.2)	%	Total mall revenues	$	90		$	125		(28.0)	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	248,663			244,104			1.9	%	Mall gross leasable area (in square feet)	248,674			244,193			1.8	%
Occupancy	Occupancy	94.4		%	93.9		%	0.5	pts	Occupancy	94.4		%	94.3		%	0.1	pts
Base rent per square foot	Base rent per square foot	$	544		$	548		(0.7)	%	Base rent per square foot	$	542		$	550		(1.5)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	5,139		$	5,389		(4.6)	%	Tenant sales per square foot(2)	$	4,301		$	6,298		(31.7)	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
The Shoppes at Marina Bay Sands	The Shoppes at Marina Bay Sands									The Shoppes at Marina Bay Sands
Total mall revenues	Total mall revenues	$	104		$	86		20.9	%	Total mall revenues	$	159		$	127		25.2	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	622,038			620,427			0.3	%	Mall gross leasable area (in square feet)	622,007			622,073			—	%
Occupancy	Occupancy	99.7		%	98.2		%	1.5	pts	Occupancy	99.8		%	97.5		%	2.3	pts
Base rent per square foot	Base rent per square foot	$	277		$	267		3.7	%	Base rent per square foot	$	283		$	265		6.8	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	2,051		$	1,366		50.1	%	Tenant sales per square foot(2)	$	2,359		$	1,480		59.4	%

__________________________

Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021. Base rent per square foot presented above excludes the impact of these rent concessions.

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(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of ~~June~~September 30, 2022 and 2021, they are identical to the summary presented herein for the three months ended ~~June~~September 30, 2022 and 2021, respectively.

(2) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

Convention, retail and other revenues increased $7$34 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021, due primarily to ~~a $13~~increases of $33 million ~~increase~~and $1 million at Marina Bay Sands ~~partially offset by a $6 million decrease at~~and our Macao ~~operations.~~operations, respectively, driven primarily by an increase in convention revenue at Marina Bay Sands and quarantine room revenue at the Sheraton Grand Macao hotel and The Parisian Macao.

Operating Expenses

Our operating expenses consisted of the following:


		Six Months Ended June 30,							Nine Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	913	$	1,152	(20.7)	%	Casino	$	1,323	$	1,603	(17.5)	%
Rooms	Rooms	84		84		—	%	Rooms	125		124		0.8	%
Food and beverage	Food and beverage	138		131		5.3	%	Food and beverage	221		186		18.8	%
Mall	Mall	37		31		19.4	%	Mall	53		48		10.4	%
Convention, retail and other	Convention, retail and other	46		41		12.2	%	Convention, retail and other	73		62		17.7	%
Provision for credit losses	Provision for credit losses	6		6		—	%	Provision for credit losses	14		9		55.6	%
General and administrative	General and administrative	456		444		2.7	%	General and administrative	694		667		4.0	%
Corporate	Corporate	114		105		8.6	%	Corporate	167		169		(1.2)	%
Pre-opening	Pre-opening	7		9		(22.2)	%	Pre-opening	11		15		(26.7)	%
Development	Development	82		46		78.3	%	Development	108		59		83.1	%
Depreciation and amortization	Depreciation and amortization	520		513		1.4	%	Depreciation and amortization	780		775		0.6	%
Amortization of leasehold interests in land	Amortization of leasehold interests in land	28		28		—	%	Amortization of leasehold interests in land	42		42		—	%
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	6		14		(57.1)	%	Loss on disposal or impairment of assets	8		18		(55.6)	%
Total operating expenses	Total operating expenses	$	2,437	$	2,604	(6.4)	%	Total operating expenses	$	3,619	$	3,777	(4.2)	%

Operating expenses were ~~$2.44~~$3.62 billion for the ~~six~~nine months ended ~~June~~September 30, 2022, a decrease of ~~$167~~$158 million compared to ~~$2.60~~$3.78 billion for the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was primarily driven by a ~~$239~~$280 million ~~increase~~decrease in casino expenses.

Casino expenses decreased ~~$239~~$280 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was primarily attributable to a decrease of ~~$233~~$270 million in gaming taxes. The ~~$614~~$878 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the ~~$242~~ $610 millionincrease in casino revenue at Marina Bay Sands is subject to a lower tax rate.

Food and beverage expenses increased $7$35 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was due to ana $45 million increase ~~of $12 million~~ at Marina Bay Sands, ~~due to the~~driven by increased business volume at food outlets and banquets, new venues, and the reopening of entertainment outlets, partially offset by a $10 million decrease ~~of $5 million~~ at our Macao operations.

Convention, retail and other expenses increased $5$11 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily driven by ~~an $6~~a $13 million increase at Marina Bay Sands, partially offset by a $2 million decrease at our Macao operations.

Provision for credit losses was $14 million for nine months ended September 30, 2022, compared to $9 million for the nine months ended September 30, 2021. The $5 million increase was primarily driven by $7 million in ~~ferry expenses resulting~~increased provision for the aging of patron receivables at Marina Bay Sands, partially offset by a $2 million provision for deferred mall receivables at our Macao operations recorded during the nine months ended September 30, 2021. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from ~~decreases~~gaming activities. We believe the amount of our provision for credit losses in ~~operating~~the future

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will depend upon the state of the economy, our credit standards, our risk assessments and ~~maintenance costs as ferries were under dry dock.~~the judgment of our employees responsible for granting credit.

General and administrative expenses increased ~~$12~~$27 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily due to an increase of ~~$19~~$42 million at Marina Bay Sands, driven by increased marketing, payroll and property operations costs, partially offset by a decrease of $7$15 million at our Macao ~~operations. The increase at Marina Bay Sands was primarily driven by increases in marketing, payroll and property~~ operations, ~~costs. The decrease at our Macao operations was primarily~~ driven by decreased marketing and property ~~operations~~tax and insurance costs.

Corporate expenses increased $9 million compared to the to the six months ended June 30, 2021, primarily due to a $4 million increase in corporate payroll and related costs and $4 million in travel and related costs during the six months ended June 30, 2022.

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Development expenses were ~~$82~~$108 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$46~~$59 million for the ~~six~~nine months ended ~~June~~September 30, 2021. During the ~~six~~nine months ended ~~June~~September 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities primarily in Florida and Texas and digital gaming related efforts. Development costs are expensed as incurred.

Loss on disposal or impairment of assets ~~decreased~~was $8 million for the nine months ended September 30, 2022, compared to $18 million for the ~~six~~nine months ended ~~June~~September 30, ~~2021,~~2021. The losses incurred for the ~~six~~nine months ended ~~June~~September 30, 2022 were primarily due to $4 million in asset disposals related to aircraft parts ~~of $4~~and $3 million ~~and~~in asset disposal and demolition costs, primarily at The Londoner Macao, The Venetian Macao, ~~and~~ Sands Macao ~~as well as at~~and our Corporate offices. The losses incurred for the ~~six~~nine months ended ~~June~~September 30, 2021 were primarily due to asset disposals and demolition costs related to The Londoner Macao.

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Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:


		Six Months Ended June 30,							Nine Months Ended September 30,
		2022		2021		Percent Change			2022		2021		Percent Change

		(Dollars in millions)							(Dollars in millions)
Macao:	Macao:							Macao:
The Venetian Macao	The Venetian Macao	$	(2)	$	190	(101.1)	%	The Venetian Macao	$	(39)	$	230	(117.0)	%
The Londoner Macao	The Londoner Macao	(87)		(28)		210.7	%	The Londoner Macao	(147)		(61)		141.0	%
The Parisian Macao	The Parisian Macao	(40)		(8)		400.0	%	The Parisian Macao	(77)		(3)		2,466.7	%
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	49		114		(57.0)	%	The Plaza Macao and Four Seasons Macao	55		156		(64.7)	%
Sands Macao	Sands Macao	(39)		(31)		25.8	%	Sands Macao	(61)		(52)		17.3	%
Ferry Operations and Other	Ferry Operations and Other	(2)		(5)		(60.0)	%	Ferry Operations and Other	(4)		(6)		(33.3)	%
		(121)		232		(152.2)	%		(273)		264		(203.4)	%
Marina Bay Sands	Marina Bay Sands	440		256		71.9	%	Marina Bay Sands	783		271		188.9	%
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	$	319	$	488	(34.6)	%	Consolidated adjusted property EBITDA(1)	$	510	$	535	(4.7)	%

Las Vegas Operating Properties (2)	Las Vegas Operating Properties (2)	$	63	$	4	1,475.0	%	Las Vegas Operating Properties (2)	$	63	$	136	(53.7)	%

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		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021

		(In millions)					(In millions)
Consolidated adjusted property EBITDA	Consolidated adjusted property EBITDA	$	319	$	488	Consolidated adjusted property EBITDA	$	510	$	535

Other Operating Costs and Expenses	Other Operating Costs and Expenses					Other Operating Costs and Expenses
Stock-based compensation(a)	Stock-based compensation(a)	(11)		(8)		Stock-based compensation(a)	(20)		(8)
Corporate	Corporate	(114)		(105)		Corporate	(167)		(169)
Pre-opening	Pre-opening	(7)		(9)		Pre-opening	(11)		(15)
Development	Development	(82)		(46)		Development	(108)		(59)
Depreciation and amortization	Depreciation and amortization	(520)		(513)		Depreciation and amortization	(780)		(775)
Amortization of leasehold interests in land	Amortization of leasehold interests in land	(28)		(28)		Amortization of leasehold interests in land	(42)		(42)
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	(6)		(14)		Loss on disposal or impairment of assets	(8)		(18)
Operating loss	Operating loss	(449)		(235)		Operating loss	(626)		(551)
Other Non-Operating Costs and Expenses	Other Non-Operating Costs and Expenses					Other Non-Operating Costs and Expenses
Interest income	Interest income	18		2		Interest income	56		3
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(318)		(312)		Interest expense, net of amounts capitalized	(501)		(469)
Other expense	Other expense	(31)		(7)		Other expense	(29)		(19)

Income tax expense		(112)		(8)
Loss on modification or early retirement of debt						Loss on modification or early retirement of debt	—		(137)
Income tax (expense) benefit						Income tax (expense) benefit	(172)		19
Net loss from continuing operations	Net loss from continuing operations	$	(892)	$	(560)	Net loss from continuing operations	$	(1,272)	$	(1,154)

(a)During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recorded stock-based compensation expense of ~~$29~~$47 million and ~~$14~~$17 million, respectively, of which ~~$18~~$27 million and $6$9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

(2) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.

Adjusted property EBITDA at our Macao operations decreased ~~$353~~$537 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily due to decreased casino, mall and room operations driven by decreased visitation at our properties as tighter boarder restrictions were introduced as a result of increased COVID-19 cases in Macao and the surrounding region.

Adjusted property EBITDA at Marina Bay Sands increased ~~$184~~$512 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily due to increased casino, room, food and beverage and mall operations driven by increased visitation and loosened pandemic-related restrictions.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties ~~increased $59~~decreased $73 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~increase~~decrease was primarily due to the current year activity representing 53 days of operations as we completed the sale of the Las Vegas Operating properties on February 23, 2022, partially offset by increased casino and room operations ~~driven by increased visitation to the property~~ as ~~capacity limits, restrictions on large gatherings and other restrictions were lifted, effective June 1, 2021, and the~~ Las Vegas Operating Properties operated under pre-pandemic guidelines.

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Interest Expense

The following table summarizes information related to interest expense:


		Six Months Ended June 30,							Nine Months Ended September 30,
		2022			2021				2022			2021

		(Dollars in millions)							(Dollars in millions)
Interest cost	Interest cost	$	320		$	320		Interest cost	$	504		$	480

Less — capitalized interest	Less — capitalized interest	(2)			(8)			Less — capitalized interest	(3)			(11)
Interest expense, net	Interest expense, net	$	318		$	312		Interest expense, net	$	501		$	469

Weighted average total debt balance	Weighted average total debt balance	$	15,029		$	14,466		Weighted average total debt balance	$	15,188		$	14,509
Weighted average interest rate	Weighted average interest rate	4.3		%	4.4		%	Weighted average interest rate	4.4		%	4.4		%

Interest cost ~~was flat~~increased $24 million compared to the ~~six~~nine months ended ~~June~~September 30, ~~2021.~~2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended September 30, 2022. The weighted average interest rate ~~decreased from 4.4% to 4.3%~~remained flat during the ~~six~~nine months ended ~~June~~September 30, 2022 when compared to the nine months ended September 30, 2021, primarily ~~due~~driven by the increase in the underlying benchmark rate on our Singapore Credit Facility and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022., offset by the extinguishment of the SCL 4.600% senior notes in Q3 2021.

Other Factors Affecting Earnings

~~Other expense~~Interest income was ~~$31~~$56 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~other expense of $7~~$3 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Interest income during the nine months ended September 30, 2022 was primarily attributed to $38 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas Operating Properties and higher interest rates. We also had $14 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas Operating Properties in 2022.

Other expense was $29 million for the nine months ended September 30, 2022, compared to $19 million for the nine months ended September 30, 2021. Other expense during the ~~six~~nine months ended ~~June~~September 30, 2022, was primarily attributable to ~~$37~~$39 million of foreign currency transaction losses driven by U.S. dollar denominated debt held by SCL, partially offset by $6$11 million of foreign currency transaction gains driven by Singapore dollar denominated intercompany debt reported in U.S. dollars.

Our income tax expense was ~~$112~~$172 million on a loss before income taxes of ~~$780 million~~$1.10 billion for the ~~six~~nine months ended ~~June~~September 30, 2022, resulting in a ~~14.4%~~15.6% effective income tax rate. This compares to a ~~1.4%~~(1.6)% effective income tax rate for the ~~six~~nine months ended ~~June~~September 30, 2021. The income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2022, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our U.S. operations recorded tax benefits associated with the pre-tax book losses, primarily related to U.S. corporate and interest expense incurred during the ~~six~~nine months ended ~~June~~September 30, 2022. Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidance.

The net loss attributable to our noncontrolling interests was ~~$228~~$370 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$114~~$241 million for the ~~six~~nine months ended ~~June~~September 30, 2021. These amounts were primarily related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

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Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.

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The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:


		Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands				Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands

		(In millions)										(In millions)
For the three months ended June 30, 2022
For the three months ended September 30, 2022													For the three months ended September 30, 2022
Mall revenues:	Mall revenues:												Mall revenues:
Minimum rents(1)	Minimum rents(1)	$	44	$	31	$	8	$	7	$	36		Minimum rents(1)	$	40	$	29	$	7	$	5	$	37
Overage rents	Overage rents	—		1		2		—		9			Overage rents	2		1		2		—		11
Rent concessions(2)	Rent concessions(2)	(11)		(1)		—		(2)		2			Rent concessions(2)	(22)		(9)		(3)		(3)		—

Total overage rents and rent concessions	Total overage rents and rent concessions	(11)		—		2		(2)		11			Total overage rents and rent concessions	(20)		(8)		(1)		(3)		11
CAM, levies and direct recoveries	CAM, levies and direct recoveries	8		2		2		2		8			CAM, levies and direct recoveries	6		2		3		3		7
Total mall revenues	Total mall revenues	41		33		12		7		55			Total mall revenues	26		23		9		5		55
Mall operating expenses:	Mall operating expenses:												Mall operating expenses:
Common area maintenance	Common area maintenance	3		1		2		1		5			Common area maintenance	2		1		2		1		6
Marketing and other direct operating expenses	Marketing and other direct operating expenses	2		1		1		1		2			Marketing and other direct operating expenses	1		1		1		—		1
Mall operating expenses	Mall operating expenses	5		2		3		2		7			Mall operating expenses	3		2		3		1		7
Property taxes(4)	Property taxes(4)	1		—		—		—		1			Property taxes(4)	—		—		—		—		1

Mall-related expenses(5)	Mall-related expenses(5)	$	6	$	2	$	3	$	2	$	8		Mall-related expenses(5)	$	3	$	2	$	3	$	1	$	8
For the three months ended June 30, 2021
Mall revenues:
Minimum rents(1)		$	45	$	30	$	6	$	7	$	35
Overage rents		4		2		6		1		4
Rent concessions(2)		(8)		(1)		—		(1)		(7)

Total overage rents and rent concessions		(4)		1		6		—		(3)
CAM, levies and direct recoveries		8		3		3		3		7
Total mall revenues		49		34		15		10		39
Mall operating expenses:
Common area maintenance		3		2		3		1		4
Marketing and other direct operating expenses		2		—		—		1		1
Mall operating expenses		5		2		3		2		5
Property taxes(4)		—		—		—		—		1
Provision for credit losses		—		—		—		3		—
Mall-related expenses(5)		$	5	$	2	$	3	$	5	$	6
For the six months ended June 30, 2022
For the three months ended September 30, 2021													For the three months ended September 30, 2021
Mall revenues:	Mall revenues:												Mall revenues:
Minimum rents(1)	Minimum rents(1)	$	88	$	61	$	15	$	13	$	73		Minimum rents(1)	$	45	$	29	$	8	$	7	$	35
Overage rents	Overage rents	1		2		6		1		16			Overage rents	4		20		3		1		6
Rent concessions(2)	Rent concessions(2)	(19)		(1)		(1)		(3)		—			Rent concessions(2)	(8)		—		(1)		(1)		(6)

Total overage rents and rent concessions	Total overage rents and rent concessions	(18)		1		5		(2)		16			Total overage rents and rent concessions	(4)		20		2		—		—
CAM, levies and direct recoveries	CAM, levies and direct recoveries	15		5		6		4		15			CAM, levies and direct recoveries	8		3		3		3		6
Total mall revenues	Total mall revenues	85		67		26		15		104			Total mall revenues	49		52		13		10		41
Mall operating expenses:	Mall operating expenses:												Mall operating expenses:
Common area maintenance	Common area maintenance	6		2		3		2		9			Common area maintenance	3		1		1		1		4
Marketing and other direct operating expenses	Marketing and other direct operating expenses	4		3		2		2		3			Marketing and other direct operating expenses	1		1		1		1		1
Mall operating expenses	Mall operating expenses	10		5		5		4		12			Mall operating expenses	4		2		2		2		5
Property taxes(4)	Property taxes(4)	1		—		—		—		2			Property taxes(4)	—		—		—		—		2

Mall-related expenses(5)	Mall-related expenses(5)	$	11	$	5	$	5	$	4	$	14		Mall-related expenses(5)	$	4	$	2	$	2	$	2	$	7

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		Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands				Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands

		(In millions)										(In millions)
For the six months ended June 30, 2021
For the nine months ended September 30, 2022													For the nine months ended September 30, 2022
Mall revenues:													Mall revenues:
Minimum rents(1)													Minimum rents(1)	$	128	$	90	$	22	$	18	$	110
Overage rents													Overage rents	3		3		8		1		27
Rent concessions(2)													Rent concessions(2)	(41)		(10)		(4)		(6)		—

Total overage rents and rent concessions													Total overage rents and rent concessions	(38)		(7)		4		(5)		27
CAM, levies and direct recoveries													CAM, levies and direct recoveries	21		7		9		7		22
Total mall revenues													Total mall revenues	111		90		35		20		159
Mall operating expenses:													Mall operating expenses:
Common area maintenance													Common area maintenance	8		3		5		3		15
Marketing and other direct operating expenses													Marketing and other direct operating expenses	5		4		3		2		4
Mall operating expenses													Mall operating expenses	13		7		8		5		19
Property taxes(4)													Property taxes(4)	1		—		—		—		3

Mall-related expenses(5)													Mall-related expenses(5)	$	14	$	7	$	8	$	5	$	22
For the nine months ended September 30, 2021													For the nine months ended September 30, 2021
Mall revenues:	Mall revenues:												Mall revenues:
Minimum rents(1)	Minimum rents(1)	$	91	$	61	$	14	$	16	$	72		Minimum rents(1)	$	137	$	91	$	22	$	23	$	108
Overage rents	Overage rents	6		8		10		2		8			Overage rents	10		28		13		3		14
Rent concessions(2)	Rent concessions(2)	(17)		(1)		(2)		(3)		(13)			Rent concessions(2)	(25)		(1)		(3)		(4)		(20)
Other(3)	Other(3)	—		—		—		—		6			Other(3)	—		—		—		—		6
Total overage rents, rent concessions and other	Total overage rents, rent concessions and other	(11)		7		8		(1)		1			Total overage rents, rent concessions and other	(15)		27		10		(1)		—
CAM, levies and direct recoveries	CAM, levies and direct recoveries	15		5		7		5		13			CAM, levies and direct recoveries	22		7		10		8		19
Total mall revenues	Total mall revenues	95		73		29		20		86			Total mall revenues	144		125		42		30		127
Mall operating expenses:	Mall operating expenses:												Mall operating expenses:
Common area maintenance	Common area maintenance	6		3		4		2		8			Common area maintenance	9		4		5		3		12
Marketing and other direct operating expenses	Marketing and other direct operating expenses	3		1		1		1		3			Marketing and other direct operating expenses	4		2		2		2		4
Mall operating expenses	Mall operating expenses	9		4		5		3		11			Mall operating expenses	13		6		7		5		16
Property taxes(4)	Property taxes(4)	1		—		—		—		3			Property taxes(4)	1		—		—		—		5
Provision for (recovery of) credit losses	Provision for (recovery of) credit losses	(1)		—		—		3		—			Provision for (recovery of) credit losses	(1)		—		—		3		—
Mall-related expenses(5)	Mall-related expenses(5)	$	9	$	4	$	5	$	6	$	14		Mall-related expenses(5)	$	13	$	6	$	7	$	8	$	21

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Note: These tables exclude the results of our mall operations at Sands Macao.

(1)Minimum rents include base rents and straight-line adjustments of base rents.

(2)Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.

(3)The amount for Marina Bay Sands of $6 million related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

(4)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property. To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained an extended exemption. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired in August 2019 and August 2020, respectively, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

(5)Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.

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It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

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Development Projects

We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.

~~Macao~~

The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally. The Londoner Macao presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"), and interactive guest experiences. The Integrated Resort features The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham, Londoner Court with approximately 370 luxury suites and the 6,000-seat Londoner Arena. The Londoner Arena and the expansion of the Shoppes at Londoner have been completed during the first half of 2022.

We anticipate the total costs associated with The Londoner Macao development project described above and the completed The Grand Suites at Four Seasons to be approximately $2.20 billion, of which $2.11 billion was spent as of June 30, 2022. We expect to fund our developments through a combination of cash on hand, borrowings from the 2018 SCL Credit Facility and surplus from operating cash flows.

Singapore

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (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 approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”). The Second Development Agreement provides for a total project cost of approximately SGD 4.50 billion (approximately ~~$3.23~~$3.14 billion at exchange rates in effect on ~~June~~September 30, 2022), which investment must be completed within eight years from the effective date of the agreement. On March 30, 2022, MBS and the STB entered into a letter agreement (the “Letter Agreement”) that ~~amends~~amended the Second Development ~~Agreement. The Letter~~ Agreement and extended the deadline for MBS to commence construction, as defined in the Second Development Agreement, by one year to April 8, 2023. The amount of the total project cost will be finalized as we complete design and development and begin construction. We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement. On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022. We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered. We do not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to lenders.

We also began the approximately $1.0 billion renovation of Marina Bay Sands, which is expected to introduce world-class suites in Tower 1 and Tower 2, and substantially upgrade the overall guest experience for premium customers. This project is in addition to our previously announced plans for the MBS Expansion Project.

Other

We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.

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Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021

		(In millions)					(In millions)
Net cash used in operating activities from continuing operations	Net cash used in operating activities from continuing operations	$	(690)	$	(105)	Net cash used in operating activities from continuing operations	$	(840)	$	(345)
Cash flows from investing activities from continuing operations:	Cash flows from investing activities from continuing operations:					Cash flows from investing activities from continuing operations:
Capital expenditures	Capital expenditures	(335)		(448)		Capital expenditures	(504)		(640)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	6		6		Proceeds from disposal of property and equipment	9		7
Acquisition of intangible assets and other	Acquisition of intangible assets and other	(103)		—		Acquisition of intangible assets and other	(104)		(5)
Net cash used in investing activities from continuing operations	Net cash used in investing activities from continuing operations	(432)		(442)		Net cash used in investing activities from continuing operations	(599)		(638)
Cash flows from financing activities from continuing operations:	Cash flows from financing activities from continuing operations:					Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options	Proceeds from exercise of stock options	—		19		Proceeds from exercise of stock options	—		19
Tax withholding on vesting of equity awards	Tax withholding on vesting of equity awards	(1)		—		Tax withholding on vesting of equity awards	(1)		—

Proceeds from long-term debt	Proceeds from long-term debt	700		505		Proceeds from long-term debt	700		2,451
Repayments on long-term debt	Repayments on long-term debt	(35)		(34)		Repayments on long-term debt	(50)		(1,852)
Payments of financing costs	Payments of financing costs	(9)		(8)		Payments of financing costs	(9)		(36)

Make-whole premium on early extinguishment of debt						Make-whole premium on early extinguishment of debt	—		(131)
Transactions with discontinued operations	Transactions with discontinued operations	5,032		50		Transactions with discontinued operations	5,032		111
Net cash generated from financing activities from continuing operations	Net cash generated from financing activities from continuing operations	5,687		532		Net cash generated from financing activities from continuing operations	$	5,672	$	562

Net cash used in discontinued operations		—		(1)
Net cash provided by discontinued operations						Net cash provided by discontinued operations	$	—	$	2

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 from continuing operations		$	6,468	$	2,073

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis orand to a lesser extent as a trade ~~receivable, resulting in operating~~receivable. Operating cash flows ~~being~~are generally affected by changes in operating income, accounts receivable, gaming related liabilities and ~~accounts receivable.~~interest payments. Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2022, increased ~~$585~~$495 million as compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increased cash used for operations was primarily due to our Macao operations generating increased operating losses and working capital requirements due to the decrease in visitation resulting from COVID-19 travel restrictions across key China markets in 2022 and Macao experiencing COVID-19 cases in June and July 2022. This cash usage was partially offset by operating cash flows provided by ~~MBS~~Marina Bay Sands due to the acceleration of visitation and elimination of restrictions in Singapore over the course of ~~the second quarter of~~ 2022.

Cash Flows — Investing Activities

Capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2022, totaled ~~$335~~$504 million. Included in this amount was ~~$151~~$255 million at Marina Bay Sands in Singapore and $199 million for construction and development activities in Macao, which consisted of ~~$118~~$153 million for The Londoner Macao, ~~$25~~$35 million for The Venetian Macao, $5$7 million for The Plaza Macao and Four Seasons ~~Macao.~~Macao, $2 million for Sands Macao and $1$2 million for The Parisian Macao. Additionally, this amount included ~~$147 million at Marina Bay Sands in Singapore and $37~~$50 million for corporate and ~~other.~~

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other costs.

Capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2021, totaled ~~$448~~$640 million. Included in this amount was ~~$397~~$513 million for construction and development activities in Macao, which consisted primarily of ~~$347~~$440 million for The Londoner Macao, ~~$38~~$50 million for The Venetian Macao and $6$15 million for The Plaza Macao and Four Seasons Macao. Additionally, this amount included ~~$50~~$102 million at Marina Bay Sands in ~~Singapore.~~Singapore and $25 million for corporate and other costs.

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Cash Flows — Financing Activities

Net cash flows generated from financing activities were ~~$5.69~~$5.67 billion for the ~~six~~nine months ended ~~June~~September 30, 2022, which was primarily attributable to the net proceeds ~~received~~ from the sale of the Las Vegas Operating Properties of $4.89 billion. Additionally, $700 million was received from the drawdown of our SCL revolving facility. These items were partially offset by ~~$35~~$50 million in repayments on long-term debt and $9 million in deferred offering costs relating to obtaining LVSC Revolving Facility lender consents to consummate the Las Vegas Sale.

Net cash flows generated from financing activities were ~~$532~~$562 million for the ~~six~~nine months ended ~~June~~September 30, 2021, which was primarily attributable to the proceeds of $505 million received from the drawdown of our SCL revolving ~~facility.~~facility, and transactions with discontinued operations. These items were partially offset by $36 million in deferred financing costs related to the issuance of the new unsecured notes at SCL and the various credit agreements.

Cash Flows — Discontinued Operations

Cash flows for discontinued operations for the ~~six~~nine months ended ~~June~~September 30, 2022, were primarily attributable to $4.89 billion in net proceeds ~~received~~ from ~~the sale of~~ the Las Vegas ~~Operating Properties,~~Sale, which were transferred to continuing operations.

Capital Financing Overview

We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.

On February 23, 2022, we closed the sale of our Las Vegas Operations. At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and income taxes. The net proceeds of approximately $4.37 billion, after working capital adjustments, transaction costs and the payment of income taxes throughout 2022, will be used for incremental liquidity and general corporate purposes, which may include capital expenditures and development activities. In connection with the closing of the sale we 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. Our remaining payment obligations are subject to ~~an annual~~a cap equal to ~~$125~~$63 million for the ~~annual~~ period beginning ~~July~~October 1, 2022 and ending December 31, 2022 and $250 million for the ~~annual~~ period beginning January 1, 2023 and ending December 31, 2023. No Support Payments were made for the period post-close through ~~June~~September 30, 2022, and we do not anticipate making these payments.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, through and including December 31, 2022. In July 2021, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through January 1, 2023. In September 2021, MBS extended the amendment letter, pursuant to which MBS will not have to comply with the leverage or interest coverage covenants as of the last day of the fiscal quarter, through and including December 31, 2022. Our compliance with our financial covenants for periods beyond December 31, 2022 could be affected by certain factors beyond our control, such as the impact of the COVID-19 Pandemic, including current travel, quarantine and border restrictions continuing in the future. We will pursue additional waivers to meet the required financial covenant ratios, which include a maximum leverage ratio of 4.0x, 4.0x and 4.5x under our U.S., Macao and Singapore credit facilities, respectively, for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, if deemed necessary. We believe we will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact our ability to be in compliance with our debt covenants for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL. The 2018 SCL Credit facility expires on July 31, 2023; however, we believe we will be successful in extending the maturity date of the facility prior to its expiration. If we are unable to

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extend the maturity date or refinance the SCL Credit Facility, we would be required to seek alternative forms of capital to repay the outstanding balance and our available liquidity may be reduced.

Any defaults under our debt agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately ~~$6.45~~$5.84 billion and restricted cash ~~and cash equivalents~~ of approximately ~~$16~~$289 million as of ~~June~~September 30, 2022, which approximately ~~$1.33~~$1.92 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$1.33~~$1.92 billion, approximately ~~$951 million~~$1.42 billion is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

We believe the unrestricted cash ~~on hand~~and cash equivalents of $5.84 billion and cash flow generated from operations, as well as the ~~$2.96~~$2.95 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately ~~$2.65~~$2.57 billion at exchange rates in effect on ~~June~~September 30, 2022) under our Singapore Delayed Draw Term Facility as of ~~June~~September 30, 2022 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund the requirements in connection with the Macao concession ~~renewal,~~tendering, our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. During the ~~six~~nine months ended ~~June~~September 30, 2022, SCL drew down $67 million and HKD 4.96 billion (approximately $632 million at exchange rates in effect on ~~June~~September 30, 2022) under its revolving credit facility for general corporate purposes.

We have suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

We believe we have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We also believe we are well positioned to support our continuing operations, proceed with the requirements in connection with the Macao concession renewal and complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges. We have 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.

Share Repurchase Program

In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020. In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, our Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $916 million to November 2024. As of September 30, 2022, we have remaining authorization to repurchase $916 million of our outstanding common shares. Repurchases of our common stock are made at our 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 our financial position, earnings, legal requirements, other investment opportunities and market conditions.

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Aggregate Indebtedness and Other Contractual Obligations

As of ~~June~~September 30, 2022, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021, with the exception of the $700 million draw on the 2018 SCL Revolving Credit Facility and accompanying interest and the aggregate 0.50% per annum increase in fixed interest on the SCL Senior Notes due to a downgraded credit rating from Standard & Poor’s and Fitch; the increase being effective on the first payment date after the date of the respective downgrade. These transactions are summarized below:


		Payments Due During Period Ending December 31,											Payments Due During Period Ending December 31,
		2022(1)		2023 - 2024		2025 - 2026		Thereafter		Total			2022(1)		2023 - 2024		2025 - 2026		Thereafter		Total

		(In millions)											(In millions)
Long-Term Debt Obligations(2)	Long-Term Debt Obligations(2)											Long-Term Debt Obligations(2)
2018 SCL Credit Facility — Revolving	2018 SCL Credit Facility — Revolving	$	—	$	1,447	$	—	$	—	$	1,447	2018 SCL Credit Facility — Revolving	$	—	$	1,447	$	—	$	—	$	1,447

Fixed Interest Payments	Fixed Interest Payments	158		692		573		520		1,943		Fixed Interest Payments	17		692		573		520		1,802
Variable Interest Payments(3)	Variable Interest Payments(3)	20		24		—		—		44		Variable Interest Payments(3)	19		44		—		—		63
Total	Total	$	178	$	2,163	$	573	$	520	$	3,434	Total	$	36	$	2,183	$	573	$	520	$	3,312

_______________________

(1)Represents the ~~six-month~~three-month period ending December 31, 2022.

(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 45 — Long-Term Debt” for further details on these financing transactions.

(3)Based on the 1-month rate as of ~~June~~September 30, 2022, London Interbank Offered Rate (“LIBOR”) and Hong Kong Interbank Offered Rate (“HIBOR”) of ~~1.79%~~3.14% and~~0.87%~~ 2.62% plus the applicable interest rate spread in accordance with the respective debt agreement.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

•the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects;

•our ability to maintain our gaming license and subconcession in Macao and Singapore, including the extension of our subconcession in Macao that expires on December 31, 2022 and the grant of any new concession in Macao;

•our ability to invest in future growth opportunities;

•the ability to execute our previously announced capital expenditure programs in ~~both Macao and~~ Singapore, and produce future returns;

•legal proceedings, judgments or settlements that may be instituted in connection with the Las Vegas Sale;

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•general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;

•disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;

•the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao and Singapore;

•the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations;

•new developments, construction projects and ventures, including our Cotai Strip developments and MBS Expansion Project;

•regulatory policies in China or other countries in which our patrons reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

•the possibility that the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong;

•the possibility that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in which regulatory oversight is conducted in Macao;

•our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;

•fluctuations in currency exchange rates and interest rates;

•increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;

•our ability to compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor from other countries;

•our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us;

•the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;

•our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future;

•our ability to collect gaming receivables from our credit players;

•the collectability of our outstanding loans receivable;

•our dependence on chance and theoretical win rates;

•fraud and cheating;

•our ability to establish and protect our intellectual property rights;

•the possibility that our securities may be prohibited from being traded in the U.S. securities market under the Holding Foreign Companies Accountable Act;

•conflicts of interest that arise because certain of our directors and officers are also directors and officers of SCL;

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•government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet;

•increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

•the popularity of Macao and Singapore as convention and trade show destinations;

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•new taxes, changes to existing tax rates or proposed changes in tax legislation;

•the continued services of our key officers;

•risks related to our loan receivables;

•any potential conflict between the interests of our Principal Stockholders and us;

•labor actions and other labor problems;

•our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business;

•the completion of infrastructure projects in Macao;

•limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi;

•potential negative impacts from environmental, social and governance and sustainability matters; and

•the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.

The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.

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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are interest rate risk associated with our long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.

As of ~~June~~September 30, 2022, the estimated fair value of our long-term debt was approximately ~~$13.31~~$13.75 billion, compared to its contractual value of ~~$15.47~~$15.38 billion. The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by ~~$238~~$358 million. A hypothetical 100 basis point change in London Inter-Bank Offered Rate (“LIBOR”), Hong Kong Inter-Bank Offered Rate (“HIBOR”) and Singapore Overnight Rate Average (“SORA”) would cause our annual interest cost on our long-term debt to change by approximately ~~$43~~$40 million.

Foreign currency transaction losses were ~~$31~~$35 million for the ~~six~~nine months ended ~~June~~September 30, 2022, primarily due to U.S. dollar denominated debt issued by SCL and Singapore denominated intercompany debt reported in U.S. dollars. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of ~~June~~September 30, 2022, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $21 million, and a hypothetical 1% weakening of the U.S. dollar/pataca

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exchange rate would cause a foreign currency transaction loss of approximately ~~$54~~$55 million (net of the impact from the foreign currency swap agreements). The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of ~~June~~September 30, 2022, and have concluded they are effective at the reasonable assurance level.

It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or were reasonably likely to have a material effect, on the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 910 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A — RISK FACTORS

In addition to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the following risk ~~factor~~factors were identified or updated:

Risks Related to Doing Business in China

Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong. In that case, we may be subject to the risks and uncertainties associated with the evolving laws and regulations in mainland China, their interpretation and implementation, and the legal and regulatory system in mainland China more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little advance notice. In addition, there can be no assurance that economic, political and legal developments in Macao will not adversely affect our Macao operations, or that there will not be a change in the manner in which regulatory oversight is conducted in Macao, if China were to apply such laws and regulations of mainland China to our operations in Macao and Hong Kong. If any such change were to occur, it could potentially adversely affect our results of operations, financial position and prospects.

We are a parent company with limited business operations of our own, and our main asset is the capital stock of our subsidiaries. A significant portion of our business operations are based in Macao and held by various Macao-incorporated indirect subsidiaries of Sands China Ltd. ("SCL"), our majority-owned subsidiary incorporated in Cayman Islands and listed in Hong Kong (collectively referred to as the "Macao Operations"). We also have subsidiaries incorporated in mainland China and Hong Kong that provide back-office support, such as information technology, accounting, hotel management and marketing services, which complement and support SCL’s main back-office functions in Macao.

We face various legal and operational risks and uncertainties relating to having a majority of our operations based in Macao and held by various Macao-incorporated indirect subsidiaries of SCL. Substantially all of SCL’s assets are located in Macao and substantially all of SCL’s revenue is derived from Macao. Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. China’s economy differs from the economies of most developed countries, including the structure of the economy, level of government involvement, level of development, growth rate, control of capital inflows and outflows, control of foreign exchange and allocation of resources.

Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially

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adversely affect our results of operations, financial position and cash flows. In addition, the Chinese government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

There may be risks and uncertainties associated with the evolving laws and regulations in China, including their interpretation and implementation with respect to the enforcement of laws, rules and regulations and the possibility of changes thereto with little advance notice. If, in the future, there were to be any significant governmental intervention or influence in the future on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange. For example, on August 20, 2021, the Standing Committee of the National People's Congress (“SCNPC”) promulgated the Personal Information Protection Law of the PRC (“PIPL”), which became effective on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides extraterritorial effect on the personal information processing activities. Since our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China are potentially subject to the requirements of PIPL. However, the implementation rules to the extraterritorial jurisdiction of the PIPL have not been finalized yet, and it remains unclear how the Chinese government will enforce such law. If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations which could potentially result in a material change to our operations. These data privacy obligations would primarily include bearing the responsibility for our personal information processing activities, and adopting the necessary measures to safeguard the security of the personal information we process in compliance with the standards required under the PIPL, the failure of which may result in us being ordered to correct or suspend or terminate the provision of services, confiscation of illegal income, fines or other penalties. Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) where we qualify as a “quantity processor” (to be defined by the Cyberspace Administration of China, “CAC”), designate a person in charge of personal information protection; (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) where we entrust processing of personal information to any vendor, conclude an agreement with such vendor and supervise its processing; (viii) where we transfer personal information outside the territory of the PRC due to business or other needs, meet one of the conditions prescribed by the PIPL, such as, passing the security evaluation organized by the CAC or other conditions prescribed by PRC laws, administrative regulations or the CAC. In addition, under the PIPL, where an overseas organization or individual engages in personal information processing activities that infringe upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the CAC may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual. Moreover, if the recent Chinese regulatory actions on data security or other data-related laws and regulations were to become applicable to us in the future, we could become subject to certain cybersecurity and data privacy obligations which could potentially result in a material change to our operations, and the failure to meet such obligations could result in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations.

Recent events also indicate greater oversight by the CAC over data security, particularly for companies with Chinese operations seeking to list on a foreign exchange. For example, the Measures for Cybersecurity Review (“Review Measures”) issued by the CAC came into effect on February 15, 2022. The Review Measures provide that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase network products or services, online platform operators engaging in data processing activities that affect or may affect national security shall also be subject to cybersecurity review. The Review Measures require that an online platform operator which

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possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. The Review Measures does not provide for a definition of “online platform operator” and, therefore, we cannot assure you that our Macao Operations will not be deemed as an “online platform operator.” However, as of the date of this report, our subsidiaries incorporated in mainland China do not have over one million users’ personal information and do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future, and on that basis we believe we are not required to apply for cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not. Further, we have not received any notice from any authorities identifying any of our subsidiaries as a CIIO or requiring them to undertake a cybersecurity review by the CAC. While we believe our subsidiaries are not required to apply for cybersecurity review, the Review Measures provide CAC and relevant authorities certain discretion to initiate cybersecurity review where any network product or service or any data handling activity is considered to affect or may affect national security, which may lead to uncertainties in relation to the Review Measures’ impact on our operations or the offering of our securities.

As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), CAC or any other mainland Chinese governmental authority to operate its business or to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back office support. SCL has received all requisite permissions and approvals for its back office supporting functions located in mainland China, primarily being the standard business licenses issued by the relevant authorities in mainland China, and it has never been denied such permissions and approvals. If SCL does not receive or maintain such permissions or approvals in relation to such back office support functions, we do not expect there will be any material adverse impact on the business, financial condition and results of our Macao Operations. However, in the event that we have inadvertently concluded that such permissions or approvals are not required or if, in the future, applicable laws, regulations or interpretations were to change and require SCL to obtain such permissions or approvals, the failure to obtain such permissions or approvals could potentially result in penalties and other regulatory actions against SCL and may materially and adversely affect our business and results of operations.

In addition, we face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us. A significant portion of our assets are located in Macao and a significant portion of our revenue is derived from Macao. Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao. The Basic Law of Macao provides that Macao will be governed under the principle of “one country, two systems” with its own separate government and legislature and that Macao will have a high degree of legislative, judicial and economic autonomy. However, there can be no assurance that economic, political and legal developments in Macao will not adversely affect our operations, or that there will not be a change in the manner in which regulatory oversight is conducted in Macao, if China were to apply such laws and regulations of mainland China to our operations in Macao and Hong Kong. If any such change were to occur, it could potentially adversely affect our results of operations, financial position and prospects. For example, currently in mainland China, the Renminbi cannot be freely exchanged into any foreign currencies, and exchange and remittance of foreign currencies are subject to Chinese foreign exchange regulations, such as the requirement to obtain approval from the State Administration of Foreign Exchange of the PRC or qualified commercial banks in the PRC. If, in the future, similar regulations were to become applicable to the exchange and remittance of MOP or other currencies in Macao, there could potentially be a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our securities may be prohibited from being traded in the U.S. securities market under the Holding Foreign Companies Accountable Act under certain circumstances. The cessation of trading of our securities, or the threat of their trading being prohibited, may materially and adversely affect the value and/or liquidity of our securities. Additionally, the inability of the PCAOB to conduct full inspections or investigations of our auditor may deprive our investors of the benefits of such inspections or investigations.

The Holding Foreign Companies Accountable Act (the “HFCA Act”) was ~~identified:~~enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years, the SEC shall prohibit the securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On September 22, 2021, the PCAOB adopted Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which established a framework for the PCAOB to use when determining whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in those jurisdictions. The SEC approved PCAOB Rule 6100 on November 5, 2021. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act, pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. If, in the future, we were to be identified as a Commission-Identified Issuer and have a “non-inspection” year, there is no assurance that we will be able to take remedial measures in a timely manner. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong, because of positions taken by one or more authorities in those jurisdictions. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China governing the PCAOB’s inspections and investigations of audit firms based in China and Hong Kong. The PCAOB reported that the new Protocol grants it, among other things, independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the SEC. However, uncertainties remain whether and how this new Protocol will be implemented and whether the PCAOB can make a determination that it is able to inspect and investigate completely PCAOB-registered audit firms based in mainland China and Hong Kong.

There could be additional regulatory or legislative requirements or guidance that could impact us if, in the future, our auditor is not subject to PCAOB inspection. For example, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would amend the HFCA Act and reduce the number of consecutive non-inspection years required for triggering the listing and trading prohibitions under the HFCA Act from three years to two years. The SEC also may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications of any additional regulation or guidance in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market price of our securities to be materially and adversely affected.

Our auditor, Deloitte & Touche LLP, is headquartered in the United States and was not identified as a firm that the PCAOB is unable to inspect in its determinations announced on December 16, 2021, pursuant to the HFCA Act. However, there is no assurance that future audit reports will be prepared by auditors able to be inspected by the PCAOB.

If the PCAOB is unable to conduct inspections or full investigations of our auditor, our securities could be prohibited from being traded in the U.S. securities market, including “over-the-counter,” if, in the future, we were to be identified as a Commission-Identified Issuer for three consecutive years. Such a prohibition could substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential prohibition could have a negative impact on the price of our securities. Also, such a prohibition could significantly affect our ability to raise capital on acceptable terms, or at all, which may have a material adverse effect on our business, financial condition and prospects.

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Inspections of other audit firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections or full investigations of our auditor, we and investors in our securities would be deprived of the benefits of such PCAOB inspections. In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would make it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors to lose confidence in the audit procedures and reported financial information and the quality of our financial statements.

Risks Related to Our Business

Our loans receivable are subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows.

In connection with closing of the Las Vegas sale, the Company entered into a seller financing loan agreement, which provides for a six-year senior secured term loan in an aggregate principal amount of $1.20 billion. If this loan were to become impaired and could not be collected, our financial position, results of operations and cash flows could be materially adversely affected for the amount of uncollected, or deemed uncollectible, principal and interest.

Risks Associated with Our International Operations

We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong dollar in Macao. Although currently permitted, we cannot assure you patacas will continue to be freely exchangeable into U.S. dollars. Also, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited.

The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from gaming operations and various other factors, including compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements. While currently there is no foreign exchange or capital control restriction applicable to transactions between us and our Singapore, Macao, Hong Kong and China subsidiaries, we cannot assure you that this will continue to be the case in the future, and our ability to convert over a relatively short period large amounts of patacas into U.S. dollars may be limited. In addition, the mainland Chinese government also imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China. If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Singapore, Macao, Hong Kong and China subsidiaries. Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $1.92 billion and restricted cash of $289 million as of September 30, 2022, of which approximately $1.42 billion is available to be repatriated to the U.S. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

Venetian Macau Limited, a subsidiary of SCL incorporated in Macao ("VML"), is also subject to a 12% complementary tax on dividend distributions to its shareholders from gaming profits. In May 2014, VML entered into an agreement with the Macao government that required VML to make fixed annual payments in lieu of paying this 12% tax (“Shareholder Dividend Tax Agreement”) through the end of 2018. In April 2019, VML entered into a renewed Shareholder Dividend Tax Agreement with the Macao government, effective through June 26, 2022. In September 2022, VML received an additional extension of the tax exemption regarding Macao complementary tax on VML’s gaming activities to December 31, 2022. As of the date of this report, management is reviewing the option of applying for the Shareholder Dividend Tax Arrangement for the period June 27, 2022 to December 31, 2022.

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We are currently prohibited from accepting wagers in renminbi, the legal currency of China. There are also restrictions on the remittance of the renminbi from mainland China and the amount of renminbi that can be converted into foreign currencies, including the pataca and Hong Kong dollar. Restrictions on the remittance of the renminbi from mainland China may impede the flow of gaming customers from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations. There is no assurance that incremental mainland Chinese regulations will not be promulgated in the future that have the effect of restricting or eliminating the remittance of renminbi from mainland China. Further, if any new mainland Chinese regulations are promulgated in the future that have the effect of permitting or restricting (as the case may be) the remittance of renminbi from mainland China, then such remittances will need to be made subject to the specific requirements or restrictions set out in such rules.

If we are unable to obtain the Shareholder Dividend Tax Agreement in subsequent periods, restrictions are placed on the ability of our subsidiaries in Singapore, Macao, Hong Kong and mainland China to make distributions or declare dividends or limitations of the pataca exchange markets and restrictions on the export of the renminbi are realized, it could potentially adversely affect our results of operations, financial position and cash flows.

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ITEM 6 — EXHIBITS

List of Exhibits


Exhibit No.						Description of Document
10.1						Subordinated Term Loan Agreement, dated as of July 11, 2022, by and between Sands China Ltd., as the Borrower, and Las Vegas Sands Corp., as the Lender (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2022 and filed on July 22, 2022).
~~10.2~~23.1						~~Amendment to the Subconcession Contract for the Operation~~Consent of ~~Games of Chance or Other Games in Casino in the Macao Special Administrative Region, dated as of June 23, 2022, by and between Venetian Macao Limited and Galaxy Casino, S.A.~~
~~10.3~~						Amendment to the Concession Contract for the Operation of Games of Chance or Other Games in Casino in the Macao Special Administrative Region, dated as of June 23, 2022, by and between the Macao Special Administrative Region and Galaxy Casino, S.A.Haiwen & Partners
31.1						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+						Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+						Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~June~~September 30, 2022, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, (iv) Condensed Consolidated Statements of Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, and (vi) Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

____________________

* Certain schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

+ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


	LAS VEGAS SANDS CORP.

~~July 22,~~October 21, 2022	By:	/S/ ROBERT G. GOLDSTEIN
		Robert G. Goldstein Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

~~July 22,~~October 21, 2022	By:	/S/ RANDY HYZAK
		Randy Hyzak Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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