UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

Form 10-Q

_________________________________________________________


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

For the quarterly period ended June 30, ~~2022~~2023


☐			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~~5420 S. Durango Dr.
Las Vegas,	Nevada	~~89169~~89113
(Address of principal executive offices)		(Zip Code)

(702) 923-9000

(Registrant’s telephone number, including area code)

_______________________________________________________________________________________

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


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

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

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


Class						Outstanding at July ~~20, 2022~~19, 2023
Common Stock ($0.001 par value)						~~764,156,081~~764,447,123 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 3 0 ~~, 2022~~ 30, 2023 and December 31, ~~2021~~2022	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 ~~, 2022~~ 30, 2023 and ~~2021~~2022	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 3 0 , 30, 2023 and 2022 ~~and 2021~~	5
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 3 0 ~~, 2022~~ 30, 2023 and ~~2021~~2022	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 ~~, 2022~~ 30, 2023 and ~~2021~~2022	7
	Notes to Condensed Consolidated Financial Statements	8
	Note 1 — Organization and Business of Company	8

	Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities	9

	Note 3 — Goo dwill and Intangible Assets, Net	11

	Note 4 — Long-Term Debt	13
	Note 5 — Equity and Earnings (Loss) Per Share	16
	Note 6 — Income Taxes	16
	Note 7 — Leases	16
	Note 8 — Commitments and Contingencies	18
	Note 9 — Segment Information	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3025
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5953
Item 4.	Controls and Procedures	6053

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	6154
Item 1A.	Risk Factors	6154

Item 5.	Other Information	54
Item 6.	Exhibits	6255
Signatures		6356

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			June 30, 2023		December 31, 2022

		(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	$	5,768	$	6,311
Restricted cash and cash equivalents		16		16
Accounts receivable, net of provision for credit losses of $211 and $232		158		202

Accounts receivable, net of provision for credit losses of $203 and $217						Accounts receivable, net of provision for credit losses of $203 and $217	336		267
Inventories	Inventories	24		22		Inventories	32		28
Prepaid expenses and other	Prepaid expenses and other	120		113		Prepaid expenses and other	154		138
Current assets of discontinued operations held for sale		—		3,303
Total current assets	Total current assets	6,770		5,510		Total current assets	6,290		6,744
Loan receivable	Loan receivable	1,200		—		Loan receivable	1,179		1,165
Property and equipment, net	Property and equipment, net	11,498		11,850		Property and equipment, net	11,591		11,451

Restricted cash						Restricted cash	124		125
Deferred income taxes, net	Deferred income taxes, net	189		297		Deferred income taxes, net	136		131
Leasehold interests in land, net	Leasehold interests in land, net	2,090		2,166		Leasehold interests in land, net	2,075		2,128
Intangible assets, net		67		19
Goodwill and intangible assets, net						Goodwill and intangible assets, net	631		64
Other assets, net	Other assets, net	245		217		Other assets, net	244		231
Total assets	Total assets	$	22,059	$	20,059	Total assets	$	22,270	$	22,039
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	76	$	77	Accounts payable	$	135	$	89
Construction payables	Construction payables	201		227		Construction payables	179		189
Other accrued liabilities	Other accrued liabilities	1,234		1,334		Other accrued liabilities	1,719		1,458
Income taxes payable	Income taxes payable	439		32		Income taxes payable	171		135
Current maturities of long-term debt	Current maturities of long-term debt	73		74		Current maturities of long-term debt	71		2,031
Current liabilities of discontinued operations held for sale		—		821

Total current liabilities	Total current liabilities	2,023		2,565		Total current liabilities	2,275		3,902
Other long-term liabilities	Other long-term liabilities	358		352		Other long-term liabilities	842		382
Deferred income taxes	Deferred income taxes	157		173		Deferred income taxes	145		152

Long-term debt	Long-term debt	15,306		14,721		Long-term debt	14,849		13,947
Total liabilities	Total liabilities	17,844		17,811		Total liabilities	18,111		18,383
Commitments and contingencies (Note 9)		0		0
Commitments and contingencies (Note 8)						Commitments and contingencies (Note 8)
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	6,708		6,684
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(86)		(22)		Accumulated other comprehensive loss	(41)		(7)
Retained earnings (deficit)		2,092		(148)
Retained earnings						Retained earnings	2,143		1,684
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	4,330		3,881
Noncontrolling interests	Noncontrolling interests	24		252		Noncontrolling interests	(171)		(225)
Total equity	Total equity	4,215		2,248		Total equity	4,159		3,656
Total liabilities and equity	Total liabilities and equity	$	22,059	$	20,059	Total liabilities and equity	$	22,270	$	22,039

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 June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

		(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	$	1,862	$	709	$	3,403	$	1,336
Rooms	Rooms	97		115		192		211		Rooms	296		97		539		192
Food and beverage	Food and beverage	63		50		116		106		Food and beverage	143		63		267		116
Mall	Mall	148		148		297		304		Mall	172		148		334		297
Convention, retail and other	Convention, retail and other	28		17		47		40		Convention, retail and other	69		28		119		47
Net revenues	Net revenues	1,045		1,173		1,988		2,369		Net revenues	2,542		1,045		4,662		1,988
Operating expenses:	Operating expenses:									Operating expenses:
Casino	Casino	445		574		913		1,152		Casino	1,034		445		1,908		913
Rooms	Rooms	41		42		84		84		Rooms	71		41		127		84
Food and beverage	Food and beverage	73		60		138		131		Food and beverage	117		73		221		138
Mall	Mall	19		16		37		31		Mall	21		19		42		37
Convention, retail and other	Convention, retail and other	24		19		46		41		Convention, retail and other	50		24		89		46
Provision for credit losses		2		2		6		6
Provision for (recovery of) credit losses										Provision for (recovery of) credit losses	5		2		(1)		6
General and administrative	General and administrative	238		219		456		444		General and administrative	279		238		530		456
Corporate	Corporate	55		56		114		105		Corporate	60		55		117		114
Pre-opening	Pre-opening	3		4		7		9		Pre-opening	8		3		10		7
Development	Development	22		37		82		46		Development	54		22		96		82
Depreciation and amortization	Depreciation and amortization	256		258		520		513		Depreciation and amortization	288		256		562		520
Amortization of leasehold interests in land	Amortization of leasehold interests in land	14		14		28		28		Amortization of leasehold interests in land	14		14		28		28
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		11		6		14		Loss on disposal or impairment of assets	4		—		18		6
		1,192		1,312		2,437		2,604			2,005		1,192		3,747		2,437
Operating loss		(147)		(139)		(449)		(235)
Operating income (loss)										Operating income (loss)	537		(147)		915		(449)
Other income (expense):	Other income (expense):									Other income (expense):
Interest income	Interest income	14		1		18		2		Interest income	76		14		146		18
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		(318)		(312)		Interest expense, net of amounts capitalized	(210)		(162)		(428)		(318)
Other income (expense)	Other income (expense)	(9)		10		(31)		(7)		Other income (expense)	14		(9)		(21)		(31)

Loss from continuing operations before income taxes		(304)		(286)		(780)		(552)
Income tax (expense) benefit		(110)		6		(112)		(8)
Net loss from continuing operations		(414)		(280)		(892)		(560)
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	417		(304)		612		(780)
Income tax expense										Income tax expense	(49)		(110)		(99)		(112)
Net income (loss) from continuing operations										Net income (loss) from continuing operations	368		(414)		513		(892)
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	—		—		—		46
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	—		(3)		—		(3)
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	—		(3)		—		2,904
Net income (loss)	Net income (loss)	(417)		(242)		2,012		(584)		Net income (loss)	368		(417)		513		2,012
Net loss attributable to noncontrolling interests from continuing operations		127		50		228		114
Net (income) loss attributable to noncontrolling interests from continuing operations										Net (income) loss attributable to noncontrolling interests from continuing operations	(56)		127		(54)		228
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.	$	312	$	(290)	$	459	$	2,240
Earnings (loss) per share - basic and diluted:
Loss from continuing operations		$	(0.38)	$	(0.30)	$	(0.87)	$	(0.59)
Income (loss) from discontinued operations, net of income taxes		—		0.05		3.80		(0.03)
Earnings (loss) per share - basic:										Earnings (loss) per share - basic:
Income (loss) from continuing operations										Income (loss) from continuing operations	$	0.41	$	(0.38)	$	0.60	$	(0.87)
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	—		—		—		3.80
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.	$	0.41	$	(0.38)	$	0.60	$	2.93

Earnings (loss) per share - diluted:										Earnings (loss) per share - diluted:
Income (loss) from continuing operations										Income (loss) from continuing operations	$	0.41	$	(0.38)	$	0.60	$	(0.87)
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	—		—		—		3.80
Net income (loss) attributable to Las Vegas Sands Corp.										Net income (loss) attributable to Las Vegas Sands Corp.	$	0.41	$	(0.38)	$	0.60	$	2.93
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic and diluted		764		764		764		764

Basic										Basic	764		764		764		764
Diluted										Diluted	767		764		767		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,
2022 2021 2022 2021
(In millions)
(Unaudited)
Net income (loss) $ (417) $ (242) $ 2,012 $ (584)
Currency translation adjustment (61) 6 (65) (36)
Cash flow hedge fair value adjustment 6 — — —
Total comprehensive income (loss) (472) (236) 1,947 (620)
Comprehensive loss attributable to noncontrolling interests 125 49 229 115
Comprehensive income (loss) attributable to Las Vegas Sands Corp. $ (347) $ (187) $ 2,176 $ (505)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In millions) (Unaudited)
Net income (loss)	$	368	$	(417)	$	513	$	2,012
Currency translation adjustment	(52)		(61)		(29)		(65)
Cash flow hedge fair value adjustment	(1)		6		(6)		—
Total comprehensive income (loss)	315		(472)		478		1,947
Comprehensive (income) loss attributable to noncontrolling interests	(55)		125		(53)		229
Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	260	$	(347)	$	425	$	2,176

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


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

	(In millions) (Unaudited)
Balance at March 31, 2022	$	1	$	(4,481)	$	6,656	$	(29)	$	2,382	$	148	$	4,677
Net loss	—		—		—		—		(290)		(127)		(417)
Currency translation adjustment	—		—		—		(61)		—		—		(61)
Cash flow hedge fair value adjustment	—		—		—		4		—		2		6

Stock-based compensation	—		—		10		—		—		1		11
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)



Balance at June 30, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215

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



Stock-based compensation	—		—		20		—		—		1		21
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)




Balance at June 30, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215

Balance at March 31, 2023	$	1	$	(4,481)	$	6,694	$	11	$	1,831	$	(227)	$	3,829
Net income	—		—		—		—		312		56		368
Currency translation adjustment	—		—		—		(51)		—		(1)		(52)
Cash flow hedge fair value adjustment	—		—		—		(1)		—		—		(1)
Exercise of stock options	—		—		3		—		—		—		3

Stock-based compensation	—		—		11		—		—		1		12




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

Balance at January 1, 2023	$	1	$	(4,481)	$	6,684	$	(7)	$	1,684	$	(225)	$	3,656
Net income	—		—		—		—		459		54		513
Currency translation adjustment	—		—		—		(29)		—		—		(29)
Cash flow hedge fair value adjustment	—		—		—		(5)		—		(1)		(6)
Exercise of stock options	—		—		3		—		—		—		3

Stock-based compensation	—		—		22		—		—		1		23
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)



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

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,					Six Months Ended June 30,
		2022		2021			2023		2022

		(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		$	(892)	$	(560)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss) from continuing operations						Net income (loss) from continuing operations	$	513	$	(892)
Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	520		513		Depreciation and amortization	562		520
Amortization of leasehold interests in land	Amortization of leasehold interests in land	28		28		Amortization of leasehold interests in land	28		28
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	31		28

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	(3)		(1)
Paid-in-kind interest income						Paid-in-kind interest income	(14)		—

Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	5		6		Loss on disposal or impairment of assets	8		5
Stock-based compensation expense	Stock-based compensation expense	20		9		Stock-based compensation expense	22		20
Provision for credit losses		6		6
Provision for (recovery of) credit losses						Provision for (recovery of) credit losses	(1)		6
Foreign exchange loss	Foreign exchange loss	31		6		Foreign exchange loss	24		31
Deferred income taxes	Deferred income taxes	(47)		(27)		Deferred income taxes	(10)		(47)

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	(71)		35
Other assets	Other assets	6		4		Other assets	(34)		6

Accounts payable	Accounts payable	(1)		(20)		Accounts payable	46		(1)
Other liabilities	Other liabilities	(428)		(179)		Other liabilities	281		(428)

Net cash used in operating activities from continuing operations		(690)		(105)
Net cash generated from (used in) operating activities from continuing operations						Net cash generated from (used in) operating activities from continuing operations	1,382		(690)
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	(362)		(335)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	6		6		Proceeds from disposal of property and equipment	—		6
Acquisition of intangible assets and other	Acquisition of intangible assets and other	(103)		—		Acquisition of intangible assets and other	(239)		(103)
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	(601)		(432)
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	3		—

Tax withholding on vesting of equity awards	Tax withholding on vesting of equity awards	(1)		—		Tax withholding on vesting of equity awards	(1)		(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
Repayments of long-term debt						Repayments of long-term debt	(1,287)		(35)
Payments of financing costs	Payments of financing costs	(9)		(8)		Payments of financing costs	(1)		(9)

Other						Other	(21)		—
Transactions with discontinued operations	Transactions with discontinued operations	5,032		50		Transactions with discontinued operations	—		5,032
Net cash generated from financing activities from continuing operations		5,687		532

Net cash generated from (used in) financing activities from continuing operations						Net cash generated from (used in) financing activities from continuing operations	(1,307)		5,687
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
Net cash generated from (used in) investing activities		4,883		(28)
Net cash provided (to) by continuing operations and (used in) financing activities		(5,032)		(51)
Net cash used in discontinued operations		—		(1)
Effect of exchange rate on cash, cash equivalents and restricted cash		(22)		(10)
Increase (decrease) in cash, cash equivalents and restricted cash		4,543		(26)
Cash, cash equivalents and restricted cash at beginning of period		1,925		2,137
Cash, cash equivalents and restricted cash at end of period		6,468		2,111
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations		—		(38)
Cash, cash equivalents and restricted cash at end of period for continuing operations		$	6,468	$	2,073
Net cash generated from investing activities						Net cash generated from investing activities	—		4,883
Net cash used in financing activities						Net cash used in financing activities	—		(5,032)
Net cash provided to (used in) discontinued operations						Net cash provided to (used in) discontinued operations	—		—
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	(18)		(22)
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents						Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	(544)		4,543
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	6,436		1,925

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	$	5,892	$	6,468
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	$	391	$	278
Cash payments for taxes, net of refunds	Cash payments for taxes, net of refunds	$	344	$	81	Cash payments for taxes, net of refunds	$	86	$	344
Change in construction payables	Change in construction payables	$	(26)	$	(135)	Change in construction payables	$	(10)	$	(26)

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,~~2022, 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.Operations

Macao

~~Visitation to~~From 2020 through the ~~Macao Special Administrative Region (“Macao”)~~beginning of 2023, the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. Other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result issued within a specified time period and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao ~~will continue to be~~were negatively impacted ~~and subject to changes~~by the reduction in ~~the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing~~ travel and ~~public health measures associated with COVID-19.~~tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023. Since then, visitation to the Company’s Macao Integrated Resorts and operations have improved.

~~Following an outbreak in Macao in mid-June, the~~The Macao government announced ~~a series of preventative measures. These included closure of a range of government, public~~total visitation from mainland China to Macao increased approximately 118.3% and social facilities, with restaurants only permitted to offer take away services. Residential and commercial buildings with confirmed COVID-19 cases have been required to implement various levels of access control. In additiondecreased approximately 50.1%, during the five months ended May 31, 2023 (the latest statistics currently available), as compared to the ~~health safeguards already~~same period in ~~place, the~~2022 and 2019 (pre-pandemic), respectively. The Macao government ~~has implemented a series of mass nucleic acid~~also announced gross gaming revenue increased approximately 205.1% 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~~decreased approximately 46.4%, during the six months ended June 30, ~~2022. Guest~~2023, as compared to the same period in 2022 and 2019, respectively.

Singapore

From 2020 through early 2022, the Company’s operations in Singapore were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic. However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel and had a positive impact on operations at Marina Bay Sands. During February 2023, any remaining COVID-19 border measures were lifted.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted. The Singapore Tourism Board (“STB”) announced total visitation to ~~the properties, however, was adversely affected during~~Singapore increased from approximately 1.5 million in 2022 to 6.3 million for the six months ended June 30, ~~2022 due~~2023, while visitation decreased 32.6% when compared to the ~~various outbreaks~~same period in 2019.

Summary

While the disruptions arising from the COVID-19 pandemic have subsided, given the dynamic nature of these circumstances, the potential future impact, if any, on the Company’s consolidated results of operations, cash flows and financial condition is uncertain. However, the Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.77 billion and access to $1.50 billion, $1.74 billion and $435 million of available borrowing capacity from the Company’s LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of June 30, 2023. The Company believes it is able to support continuing operations and complete the Company’s major construction projects that ~~occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.~~are underway.

Development Projects

New York

On ~~July 9, 2022,~~June 2, 2023, the ~~Macao government issued executive order 115/2022 ordering casinos~~Company acquired the Nassau Coliseum from Nassau Live Center, LLC and ~~all non-essential businesses~~related entities, which included the right to ~~close~~lease the underlying land from ~~July 11 to July 18~~the County of Nassau in ~~an attempt to control a recent outbreak~~the State of COVID-19 in Macao. On July 16, 2022, the Macao government announced an extension of this executive order through July 22. On July 20, 2022, the Macao government announced a consolidation period, which would start on July 23, 2022 and end on July 30, 2022 whereby certain business activities will be allowed to resume limited operations, clarifying that casino operations could resume but with a maximum capacity of 50% of casino staff working at any point in time. The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.New York

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As(the “Nassau Coliseum Transaction”). The Company purchased the Nassau Coliseum with ~~prior periods, in support~~the intent to obtain a casino license from the State of ~~the Macao government’s initiatives~~New York to ~~fight the COVID-19 Pandemic, throughout the six months ended June 30, 2022~~develop and ~~in June in particular~~operate an Integrated Resort. There is no assurance the Company ~~has provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.~~

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

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

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~~April 2019, 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 atCompany’s wholly owned subsidiary, Marina Bay Sands ~~will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.~~

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

~~Summary~~

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

While each of the Company’s properties were open with some operating at reduced levels due to lower visitation and required safety measures in place during the six months ended June 30, 2022, the current economic and regulatory environment onSTB entered into 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.

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

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

~~Macao Subconcession~~

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.development agreement (the “Second Development Agreement”) ~~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~~MBS has ~~been extended from June 26, 2022~~agreed to ~~December 31, 2022. VML paid the Macao government~~ ~~47 million patacas (approximately $6 million~~construct a development, which will include a hotel tower with luxury 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 minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.32 billion at exchange rates in effect on June 30, ~~2022)~~2023). The estimated cost and timing of the total project will ~~provide a bank guarantee by September 23, 2022~~be updated as the Company completes design and begins construction. The Company expects the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors. The Company has incurred approximately$1.07 billion as of ~~2.31 billion patacas (approximately $286 million at exchange rates in effect on~~ June 30, ~~2022) to secure~~2023, inclusive of the ~~fulfillment~~payment made in 2019 for the lease of ~~VML's payment obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.~~

~~In order to enable VML to fulfill~~ the ~~relevant requirements to become eligible to obtain~~parcels of land underlying the ~~subconcession extension as mentioned above, each of VML, Venetian Cotai Limited (“VCL”)~~MBS Expansion Project site. On March 22, 2023, MBS and ~~Venetian Orient Limited (“VOL”)~~the STB entered into a ~~letter of undertaking (“Undertakings”), pursuant~~supplemental agreement, which further extended the construction commencement date to ~~which each of VML, VCL~~April 8, 2024 and ~~VOL has undertaken, pursuant~~the construction completion date to ~~article 40 of the Gaming Law~~April 8, 2028, 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"). Certainallowed for changes to the Gaming Law include a reduction in the term of future gaming concessions to ten (10) years; authorization of up to six (6) gaming concession contracts; an increase in the minimum capital contribution of concessionaires ~~to 5 billion patacas (approximately$619 millionat exchange rates in effect on June 30, 2022)~~; an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15%; a requirement that casinos be located in real estate owned by the concessionaire;construction and ~~a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.~~

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

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

~~Additionally,~~operation plans 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~~

Second Development Agreement.

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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 and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of the Company's debt would have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. The Company intends to follow the process for a concession renewal as indicated above.

~~Marina Bay Sands Gaming License~~

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

~~Subsequent Event~~

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

Recent Accounting Pronouncements

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

Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable 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.

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 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 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.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Accounts receivable consists of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Casino	$	442	$	341
Rooms	26		34
Mall	34		64
Other	37		45
	539		484
Less - provision for credit losses	(203)		(217)
	$	336	$	267

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


	2023		2022

	(In millions)
Balance at January 1	$	217	$	232
Provision for (recovery of) credit losses	(1)		6
Write-offs	(11)		(24)

Exchange rate impact	(2)		(3)
Balance at June 30	$	203	$	211

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)
	2023		2022		2023		2022		2023		2022

	(In millions)
Balance at January 1	$	81	$	74	$	72	$	61	$	614	$	618
Balance at June 30	137		68		66		63		654		574
Increase (decrease)	$	56	$	(6)	$	(6)	$	2	$	40	$	(44)

____________________

(1)Of this amount,$154 million and $149 millionas of June 30 and January 1, 2023, respectively, and $144 million and $145 million as of June 30 and January 1, 2022, related to mall deposits that are accounted for based on lease terms usually greater than one year.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 23 — ~~Discontinued Operations~~Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Finite-lived intangible assets:
Macao concession	$	495	$	—
Marina Bay Sands gaming license	53		54
	548		54
Less — accumulated amortization	(45)		(12)
	503		42
Indefinite-lived intangible assets	18		12
Goodwill	110		10
Total goodwill and intangible assets, net	$	631	$	64

Macao Concession

On ~~February 23,~~December 16, 2022, the ~~Company completed~~Macao government announced the ~~previously announced sale~~award of ~~its Las Vegas real property~~six definitive gaming concessions, one of which was awarded to Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.), and ~~operations~~on January 1, 2023, VML entered into a ten-year gaming concession contract with the Macao government (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”“Concession”). Under the terms of the ~~agreements related~~Concession, VML is required to pay the Macao government an annual gaming premium consisting of a fixed portion and a variable portion. The fixed portion of the premium is 30 million patacas (approximately$4 million at exchange rates in effect on June 30, 2023). The variable portion is 300,000 patacas per gaming table reserved exclusively for certain types of games or players, 150,000 patacas per gaming table not so reserved (the mass rate) and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,158, $18,579 and $124, respectively, at exchange rates in effect on June 30, 2023).

On December 30, 2022, VML and certain other subsidiaries of the Company, confirmed and agreed to revert certain gaming equipment and gaming areas to the ~~Las Vegas Sale, OpCo acquired subsidiaries that hold~~Macao government without compensation and free of any liens or charges in accordance with, and upon the ~~operating assets~~expiry of, VML’s subconcession. On the same day, VML and ~~liabilities~~the Macao government entered into a handover record (the “Handover Record”) granting VML the right to operate the reverted gaming equipment and gaming areas for the duration of the ~~Las Vegas Operations for approximately $1.05 billion~~Concession in cash, subject to certain post-closing adjustments, and $1.20 billion in seller financing in the form of a six-year term loan credit and security agreement (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $4.0 billion in cash.

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

~~As there is no continuing involvement between the Company and the Las Vegas Operations, the Company accounted~~consideration for the ~~transaction as~~payment of an annual fee. The annual fee is calculated based on a ~~sale~~price per square meter of ~~a business. The Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning~~reverted gaming area, being 750 patacas per square meter in the first ~~quarter of 2021. As a result, the Las Vegas Operations is presented~~three years and 2,500 patacas per square meter in the ~~accompanying condensed consolidated statements~~subsequent seven years (approximately $93 and $310, respectively, at exchange rates in effect on June 30, 2023). The price per square meter used to determine the annual fee will be adjusted annually based on Macao’s average price index of ~~operations~~the corresponding preceding year. The annual fee is estimated to be $13 million for the first three years and ~~cash flows as a discontinued operation~~$42 million for ~~all periods presented. The Company reported~~ the ~~operating results and cash flows related~~following seven years, subject to the ~~Las Vegas Operations through February 22, 2022. Current~~aforementioned adjustment.

On January 1, 2023, the Company recognized an intangible asset and ~~non-current assets~~financial liability of 4.0 billion patacas (approximately $495 million at exchange rates in effect on June 30, 2023), representing the right to operate the gaming equipment and ~~liabilities~~the gaming areas, the right to conduct games of chance in Macao and the ~~Las Vegas Operations~~unconditional obligation to make payments under the Concession. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Handover Record. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the maximum number of ~~December 31, 2021, are presented in~~table games at the mass rate and the maximum number of gaming machines that VML is currently allowed to operate by the Macao government. In the accompanying condensed consolidated balance ~~sheets as~~sheet, the noncurrent portion of the financial liability is included in “Other long-term liabilities” and the current ~~assets and liabilities held for sale.~~

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

~~Contingent Lease Support Agreement~~

~~On February 23, 2022,~~portion is included 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.

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

~~Seller Financing Loan Agreement~~

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~The following table represents summarized balance sheet information of~~Amortization expense for all intangible assets was $17 million 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~~

~~Table of Contents~~

~~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~~$4 million for the ~~period from January 1,~~three months ended June 30, 2023 and 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~~respectively, and $34 million and $9 million for the six months ended June 30, ~~2021, the Company’s Las Vegas Operations were classified as a discontinued operation held~~2023 and 2022, respectively. The estimated future amortization expense 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)%~~intangible assets is approximately $34 million for the six months ~~ended June 30, 2022~~ending December 31, 2023, 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$67 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~~$55 million, ~~with the remaining installments to be paid on September 15 and 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~~$50 million, $50 million for the ~~calendar~~ years ending December 31, ~~2022~~2024, 2025, 2026 and 2027, respectively, and $248 million thereafter.

Nassau Coliseum

On June 2, 2023, ~~and 4.25% per annum for each calendar year thereafter, subject to~~the Company closed on its acquisition of the Nassau Coliseum, an ~~increase~~entertainment arena in the State of ~~1.00% per annum for any interest OpCo elects to pay by increasing the principal~~New York. The Company paid an aggregate amount of ~~the Seller Loan prior to January 1, 2024,~~$241 million, consisting of $221 million upon closing 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~~a $20 million deposit made in ~~cash.~~

2022. 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 abilitypurchase of the ~~Loan Parties~~Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and ~~their subsidiaries~~the right to ~~among other things, (i) incur debt, (ii) create certain liens on their assets, (iii) dispose~~lease the underlying land from the owner, the County of ~~their assets, (iv) make investments or restricted payments, including dividends, (v) merge, liquidate, dissolve, change their business or consolidate~~Nassau in the State of New York. This transaction resulted in the recognition of $100 million of goodwill. The Company purchased the Nassau Coliseum with ~~other entities~~the intent to obtain a casino license from the State of New York to develop 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. Uponoperate 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~~Integrated Resort. There is ~~established when, based on current information and events, it is probable that~~no assurance the Company will be ~~unable~~able 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 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,obtain such 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 30, 2022.license.

~~Table of Contents~~

~~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.~~

The carrying value of the loan receivable is $1.20 billion as of June 30, 2022, compared to its estimated fair value of $1.10 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 on the loan was $4 million and $6 million during the three and six months ended June 30, 2022, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 4 — Long-Term Debt

Long-term debt consists of the following:

June 30,
2022 December 31,
2021
(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $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
3.500% 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
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
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
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) 643 643
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) 594 594
2018 SCL Credit Facility — Revolving 1,447 753
Other(2)
23 27
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
Other(2)
3 3
15,379 14,795
Less — current maturities (73) (74)
Total long-term debt $ 15,306 $ 14,721


	June 30, 2023		December 31, 2022

	(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	$	1,746	$	1,745
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2)	498		498
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	994		993
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	744		744

Other(2)	201		—
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	1,794		1,793
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	796		795
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	695		694
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively)	1,888		1,887
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	644		644
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8)	692		692
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $5)	595		595
2018 SCL Credit Facility — Revolving	749		1,958
Other(2)	19		22
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $28 and $33, respectively)	2,817		2,870
2012 Singapore Credit Facility — Delayed Draw Term	47		46

Other	1		2
	14,920		15,978
Less — current maturities	(71)		(2,031)
Total long-term debt	$	14,849	$	13,947

____________________

(1)Unamortized deferred financing costs of ~~$73~~$44 million and ~~$81~~$60 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in ~~other~~“Other assets, net,” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.

(2)Includes finance leases related to ~~Macao and Singapore~~the U.S. of ~~$21 million and $1~~$201 million as of June 30, ~~2022, respectively,~~2023 and ~~$24~~Macao of$18 million and $1$21 million as of June 30, 2023 and December 31, ~~2021,~~2022, respectively.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~LVSC Revolving Facility~~Accounts Receivable and Provision for Credit Losses

AsAccounts receivable is comprised of ~~June 30, 2022,~~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.

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 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 in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company ~~had $1.50 billion of available borrowing capacity under~~believes it is probable 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 Notesreceivable will increase 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 months ended June 30, 2022, SCL drew down $67 million and 4.96 billion Hong Kong dollars (“HKD,” approximately $632 million at exchange rates in effect on June 30, 2022) under the facility for general corporate purposes.

As of June 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 million at exchange rates in effect on June 30, 2022) and U.S. dollar commitments of $99 million.

~~2012 Singapore Credit Facility~~

As of June 30, 2022, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD 590 million (approximately $423 million at exchange rates in effect on June 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 million at exchange rates in effect on June 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% as of June 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 30, 2022, there is SGD 3.69 billion (approximately $2.65 billion at exchange rates in effect on June 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.recovered.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~Debt Covenant Compliance~~Accounts receivable consists of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Casino	$	442	$	341
Rooms	26		34
Mall	34		64
Other	37		45
	539		484
Less - provision for credit losses	(203)		(217)
	$	336	$	267

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


	2023		2022

	(In millions)
Balance at January 1	$	217	$	232
Provision for (recovery of) credit losses	(1)		6
Write-offs	(11)		(24)

Exchange rate impact	(2)		(3)
Balance at June 30	$	203	$	211

Customer Contract Related Liabilities

AsThe 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)
	2023		2022		2023		2022		2023		2022

	(In millions)
Balance at January 1	$	81	$	74	$	72	$	61	$	614	$	618
Balance at June 30	137		68		66		63		654		574
Increase (decrease)	$	56	$	(6)	$	(6)	$	2	$	40	$	(44)

____________________

(1)Of this amount,$154 million and $149 millionas of June 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~~respectively, and ~~amortization, calculated in accordance with the respective credit agreement, of 4.0x, 4.0x~~$144 million 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 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,
2022 2021
(In millions)
Proceeds from 2018 SCL Credit Facility $ 700 $ 505
$ 700 $ 505
Repayments on 2012 Singapore Credit Facility $ (30) $ (31)
Repayments on Other Long-Term Debt (5) (3)
$ (35) $ (34)

~~Fair Value of Long-Term Debt~~

~~The estimated fair value of the Company’s long-term debt~~$145 million as of June 30 and January 1, 2022, related to mall deposits that are accounted for based on lease terms usually greater than one year.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 3 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Finite-lived intangible assets:
Macao concession	$	495	$	—
Marina Bay Sands gaming license	53		54
	548		54
Less — accumulated amortization	(45)		(12)
	503		42
Indefinite-lived intangible assets	18		12
Goodwill	110		10
Total goodwill and intangible assets, net	$	631	$	64

Macao Concession

On December 16, 2022, the Macao government announced the award of six definitive gaming concessions, one of which was awarded to Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.), and on January 1, 2023, VML entered into a ten-year gaming concession contract with the Macao government (the “Concession”). Under the terms of the Concession, VML is required to pay the Macao government an annual gaming premium consisting of a fixed portion and a variable portion. The fixed portion of the premium is 30 million patacas (approximately$4 million at exchange rates in effect on June 30, 2023). The variable portion is 300,000 patacas per gaming table reserved exclusively for certain types of games or players, 150,000 patacas per gaming table not so reserved (the mass rate) and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,158, $18,579 and $124, respectively, at exchange rates in effect on June 30, 2023).

On December 30, 2022, VML and certain other subsidiaries of the Company, confirmed and agreed to revert certain gaming equipment and gaming areas to the Macao government without compensation and free of any liens or charges in accordance with, and upon the expiry of, VML’s subconcession. On the same day, VML and the Macao government entered into a handover record (the “Handover Record”) granting VML the right to operate the reverted gaming equipment and gaming areas for the duration of the Concession in consideration for the payment of an annual fee. The annual fee is calculated based on a price per square meter of reverted gaming area, being 750 patacas per square meter in the first three years and 2,500 patacas per square meter in the subsequent seven years (approximately $93 and $310, respectively, at exchange rates in effect on June 30, 2023). The price per square meter used to determine the annual fee will be adjusted annually based on Macao’s average price index of the corresponding preceding year. The annual fee is estimated to be $13 million for the first three years and $42 million for the following seven years, subject to the aforementioned adjustment.

On January 1, 2023, the Company recognized an intangible asset and financial liability of 4.0 billion patacas (approximately $495 million at exchange rates in effect on June 30, 2023), representing the right to operate the gaming equipment and the gaming areas, the right to conduct games of chance in Macao and the unconditional obligation to make payments under the Concession. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Handover Record. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the maximum number of table games at the mass rate and the maximum number of gaming machines that VML is currently allowed to operate by the Macao government. In the accompanying condensed consolidated balance sheet, the noncurrent portion of the financial liability is included in “Other long-term liabilities” and the current portion is included in “Other accrued liabilities.” The intangible asset is being amortized on a straight-line basis over the period of the Concession, being ten years.

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Amortization expense for all intangible assets was $17 million and $4 million for the three months ended June 30, 2023 and 2022, respectively, and $34 million and $9 million for the six months ended June 30, 2023 and 2022, respectively. The estimated future amortization expense for all intangible assets is approximately $34 million for the six months ending December 31, 2023, and $67 million, $55 million, $50 million, $50 million for the years ending December 31, 2024, 2025, 2026 and 2027, respectively, and $248 million thereafter.

Nassau Coliseum

On June 2, 2023, the Company closed on its acquisition of the Nassau Coliseum, an entertainment arena in the State of New York. The Company paid an aggregate amount of $241 million, consisting of $221 million upon closing and a $20 million deposit made in 2022. The purchase of the Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and the right to lease the underlying land from the owner, the County of Nassau in the State of New York. This transaction resulted in the recognition of $100 million of goodwill. The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort. There is no assurance the Company will be able to obtain such casino license.

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Note 4 — Long-Term Debt

Long-term debt consists of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	$	1,746	$	1,745
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2)	498		498
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	994		993
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	744		744

Other(2)	201		—
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	1,794		1,793
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	796		795
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	695		694
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively)	1,888		1,887
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	644		644
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8)	692		692
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $5)	595		595
2018 SCL Credit Facility — Revolving	749		1,958
Other(2)	19		22
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $28 and $33, respectively)	2,817		2,870
2012 Singapore Credit Facility — Delayed Draw Term	47		46

Other	1		2
	14,920		15,978
Less — current maturities	(71)		(2,031)
Total long-term debt	$	14,849	$	13,947

____________________

(1)Unamortized deferred financing costs of $44 million and $60 million as of June 30, 2023 and December 31, ~~2021, was approximately $13.31 billion~~2022, respectively, related to the Company’s revolving credit facilities and ~~$15.06 billion, respectively, compared to its contractual value of $15.47 billion and $14.90 billion, respectively. The estimated fair value~~the undrawn portion of the ~~Company’s long-term debt is based on recent trades, if available,~~Singapore Delayed Draw Term Facility are included in “Other assets, net,” and ~~indicative pricing from market information (level 2 inputs).~~“Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.

(2)Includes finance leases related to the U.S. of $201 million as of June 30, 2023 and Macao of$18 million and $21 million as of June 30, 2023 and December 31, 2022, respectively.

~~Note 5 — Accounts Receivable, Net and Customer Contract Related Liabilities~~

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Accounts Receivable and Provision for Credit Losses

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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.

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Accounts receivable ~~net,~~ consists of the following:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022

		(In millions)					(In millions)
Casino	Casino	$	287	$	313	Casino	$	442	$	341
Rooms	Rooms	16		13		Rooms	26		34
Mall	Mall	27		91		Mall	34		64
Other	Other	39		17		Other	37		45
		369		434			539		484
Less - provision for credit losses	Less - provision for credit losses	(211)		(232)		Less - provision for credit losses	(203)		(217)
		$	158	$	202		$	336	$	267

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


		2022		2021			2023		2022

		(In millions)					(In millions)
Balance at January 1	Balance at January 1	$	232	$	255	Balance at January 1	$	217	$	232
Current period provision for credit losses		6		6
Provision for (recovery of) credit losses						Provision for (recovery of) credit losses	(1)		6
Write-offs	Write-offs	(24)		(19)		Write-offs	(11)		(24)

Exchange rate impact	Exchange rate impact	(3)		(2)		Exchange rate impact	(2)		(3)
Balance at June 30	Balance at June 30	$	211	$	240	Balance at June 30	$	203	$	211

Customer Contract Related Liabilities

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)					Outstanding Chip Liability				Loyalty Program Liability				Customer Deposits and Other Deferred Revenue(1)
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022

		(In millions)													(In millions)
Balance at January 1	Balance at January 1	$	74	$	197	$	61	$	62	$	618	$	633	Balance at January 1	$	81	$	74	$	72	$	61	$	614	$	618
Balance at June 30	Balance at June 30	68		139		63		62		574		607		Balance at June 30	137		68		66		63		654		574
Increase (decrease)	Increase (decrease)	$	(6)	$	(58)	$	2	$	—	$	(44)	$	(26)	Increase (decrease)	$	56	$	(6)	$	(6)	$	2	$	40	$	(44)

____________________

(1)Of this amount, ~~$144~~$154 million and ~~$145~~$149 million as of June 30 and January 1, ~~2022,~~2023, respectively, and ~~$151~~$144 million and ~~$152~~$145 million as of June 30 and January 1, ~~2021, respectively, relate~~2022, related to mall deposits that are accounted for based on lease terms usually greater than one year.

2010

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Note 63 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Finite-lived intangible assets:
Macao concession	$	495	$	—
Marina Bay Sands gaming license	53		54
	548		54
Less — accumulated amortization	(45)		(12)
	503		42
Indefinite-lived intangible assets	18		12
Goodwill	110		10
Total goodwill and intangible assets, net	$	631	$	64

Macao Concession

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Nassau Coliseum

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(UNAUDITED)

Note 4 — Long-Term Debt

Long-term debt consists of the following:


	June 30, 2023		December 31, 2022

	(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	$	1,746	$	1,745
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2)	498		498
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	994		993
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	744		744

Other(2)	201		—
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)	1,794		1,793
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	796		795
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	695		694
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively)	1,888		1,887
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	644		644
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $8)	692		692
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $5)	595		595
2018 SCL Credit Facility — Revolving	749		1,958
Other(2)	19		22
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $28 and $33, respectively)	2,817		2,870
2012 Singapore Credit Facility — Delayed Draw Term	47		46

Other	1		2
	14,920		15,978
Less — current maturities	(71)		(2,031)
Total long-term debt	$	14,849	$	13,947

____________________

(1)Unamortized deferred financing costs of $44 million and $60 million as of June 30, 2023 and December 31, 2022, 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 the U.S. of $201 million as of June 30, 2023 and Macao of$18 million and $21 million as of June 30, 2023 and December 31, 2022, respectively.

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LVSC Revolving Facility

As of June 30, 2023, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

On January 30, 2023, LVSC entered into Amendment No. 4 (the “Fourth Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ending on and including December 31, 2023, as follows: (i) for the fiscal quarter ending March 31, 2023, consolidated adjusted EBITDA for such fiscal quarter multiplied by four, (ii) for the fiscal quarter ending June 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the immediately preceding fiscal quarter multiplied by two, and (iii) for the fiscal quarter ending September 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the two immediately preceding fiscal quarters, multiplied by four-thirds; (b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2023; and (c) extend the period during which LVSC is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2023.

On June 30, 2023, LVSC entered into Amendment No. 5 (the “Fifth Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fifth Amendment, the existing LVSC Revolving Credit Agreement was amended to update the terms therein and provide for the adoption of the Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate.

2018 SCL Credit Facility

On May 11, 2023, Sands China Ltd. (“SCL,” a majority-owned subsidiary of the Company) entered into an amended and restated facility agreement (the “A&R Facility Agreement”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders have (a) extended the termination date for the Hong Kong Dollar (“HKD”) commitments and U.S. dollar commitments of the lenders that consented to the waivers and amendments in the A&R Facility Agreement (the “Extending Lenders”) from July 31, 2023 to July 31, 2025; (b) extended to (and including) January 1, 2024, the waiver period for the requirement for SCL to comply with the requirements that SCL ensure (i) the consolidated leverage ratio does not exceed 4.0x and (ii) the consolidated interest coverage ratio is not less than 2.5x; (c) amended the definition of consolidated total debt such that it excludes any financial indebtedness that is subordinated and subject in right of payment to the prior payment in full of the A&R Facility Agreement (including the $1.0 billion subordinated unsecured term loan facility made available by the Company to SCL); (d) amended the maximum permitted consolidated leverage ratio as of the last day of each of the financial quarters ending March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, and subsequent financial quarters to be 6.25x, 5.5x, 5.0x, 4.5x, and 4.0x, respectively; and (e) extended to (and including) January 1, 2025, the period during which SCL’s ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the A&R Facility Agreement) exceed $2.0 billion by SCL’s exercise of the option to increase the Total Commitments by an aggregate amount of up to $1.0 billion and (y) the consolidated leverage ratio is greater than 4.0x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date and (ii) the aggregate amount of the undrawn facility under the A&R Facility Agreement and unused commitments under other credit facilities of SCL is greater than $2.0 billion. The amendments shall take effect with respect to the Extended Commitments on July 31, 2023. Pursuant to the A&R Facility Agreement, SCL will pay a customary fee to the Extending Lenders that consented.

The Extending Lenders’ HKD commitments total HKD 17.63 billion (approximately $2.25 billion at exchange rates in effect on May 11, 2023) and U.S. dollar commitments total $237 million, which together represent 100% of the total available commitments under the A&R Facility Agreement.

As of June 30, 2023, SCL had $1.74 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 12.32 billion (approximately $1.57 billion at exchange rates in effect on June 30, 2023) and U.S. dollar commitments of$166 million.

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2012 Singapore Credit Facility

As of June 30, 2023, MBS had SGD 590 million (approximately $435 million at exchange rates in effect on June 30, 2023) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD153 million (approximately $113 million at exchange rates in effect on June 30, 2023) pursuant to a development agreement.

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 due to various 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 30, 2023, there is SGD3.69 billion (approximately $2.72 billion at exchange rates in effect on June 30, 2023) left of total borrowing capacity, which is only available to be drawn under the Singapore Delayed Draw Term Facility after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders. The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.

Debt Covenant Compliance

As of June 30, 2023, management believes the Company was in compliance with all debt covenants. The Company amended its 2018 SCL Credit Facility to, among other things, waive SCL’s requirement to comply with financial covenants through July 31, 2023, which will be extended to January 1, 2024, effective from July 31, 2023, which include a maximum leverage ratio of total debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the A&R Facility Agreement.

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,
	2023		2022

	(In millions)


Proceeds from 2018 SCL Credit Facility	$	—	$	700


	$	—	$	700


Repayments on 2018 SCL Credit Facility	$	(1,198)	$	—
Repayments on 2012 Singapore Credit Facility	(31)		(30)
Repayments on Other Long-Term Debt	(58)		(5)
	$	(1,287)	$	(35)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of June 30, 2023 and December 31, 2022, was approximately $13.92 billion and $15.14 billion, respectively, compared to its contractual value of$14.79 billionand $16.06 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).

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Note 5 — Equity and Earnings (Loss) Per Share

Common Stock

Dividends

In July 2023, the Company’s Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $153 million) to be paid on August 16, 2023, to stockholders of record on August 8, 2023.

Earnings 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 June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022

		(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	3	—	3	—
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)	767	764	767	764

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 (loss) per share						Antidilutive stock options excluded from the calculation of diluted earnings (loss) per share	2	15	3	15

Note 76 — Income Taxes

The Company’s effective income tax rate from continuing operations was16.2% for the six months ended June 30, 2023, compared to 14.4% for the six months ended June 30, ~~2022, compared to 1.4% for the six months ended June 30, 2021.~~2022. The effective income tax rate for the six months ended June 30, ~~2022,~~2023 reflects a 17% statutory tax rate on the Company’s Singapore operations, ~~and~~ a 21% corporate income tax rate on its domestic operations, and a zero percent tax rate on its Macao gaming operations.

The ~~Company's~~Company’s operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, the Company’s subsidiaries in Macao and ~~its~~their peers received ana corporate income tax exemption on gaming operations through ~~June 26,~~December 31, 2022. In ~~July~~December 2022, ~~VML~~the Company requested ~~an additional extension of the income~~a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming ~~operations~~concession period effective from January 1, 2023 through December 31, ~~2022; however, there~~2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate. There is no assurance ~~VML~~the corporate tax exemption will ~~receive the additional extension.~~ be granted.

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~~

Note 7 — Leases

Lessee

The Company has operating and finance leases for various real estate (including leasehold interests in land) and equipment. Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring (e.g., the ~~three months ended~~Nassau Land Lease rental payments will increase in the event the Company is awarded a gaming license in New York). Certain of the

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Company’s leases include options to extend the lease term by one month to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Nassau Coliseum

In conjunction with the Nassau Coliseum Transaction, the Company entered into a lease agreement with the County of Nassau in the State of New York, for the use and exclusive right to develop and operate assets on approximately 72 acres of land, including the Nassau Coliseum and other improvements thereon (the “Nassau Land Lease”), which commenced on June 2, 2023 and has a 99-year lease term. The Company is required to make annual rent payments in the amounts and at the times specified in the Nassau Land Lease agreement, including additional rent payments contingent on certain events occurring as defined in the agreement. As of June 30, ~~2022,~~2023, the ~~combination of losses~~related right-of-use (“ROU”) asset and finance lease liability were $279 million and $201 million, respectively. Refer to “Note 3 — Goodwill and Intangible Assets, Net” for further details on this transaction.

In the accompanying condensed consolidated balance sheet, the Nassau Land Lease ROU asset is included in “Property and equipment, net” and the ~~U.S. and Macao and taxable income in Singapore resulted in a tax expense of $110 million~~on a loss before income taxes of $304 million. During the six months ended June 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 salenoncurrent portion of the ~~Las Vegas Operations.~~related finance lease liability is included in “Long-term debt.” A one-time rent payment of $54 million was made under the finance lease liability within two business days of the lease term commencement date and is included in cash flows used in financing activities.

The future minimum lease payments are $3 million for the period ending December 31, 2023, $6 million for each of the years ending December 31, 2024 through 2027, and $1.77 billion thereafter.

Lessor

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


	Three Months Ended June 30,
	2023				2022
	Mall		Other		Mall		Other

	(In millions)
Minimum rents	$	123	$	1	$	126	$	1
Overage rents	25		—		12		—
Rent concessions(1)	—		—		(12)		—

Total overage rents and rent concessions	25		—		—		—
	$	148	$	1	$	126	$	1


	Six Months Ended June 30,
	2023				2022
	Mall		Other		Mall		Other

	(In millions)
Minimum rents	$	244	$	1	$	250	$	1
Overage rents	43		—		26		—
Rent concessions(1)	—		—		(24)		—

Total overage rents and rent concessions	43		—		2		—
	$	287	$	1	$	252	$	1

___________________

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

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(UNAUDITED)

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 9~~ — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.

Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.

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

~~(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~~$372 million at exchange rates in effect on June 30, ~~2022)~~2023). 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.~~proceedings. On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending.

On June 5, 2015, the U.S. Defendants applied to the Macao 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~~At the end of December 2016, all the 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~~$11.95 billion at exchange rates in effect on June 30, ~~2022)~~2023), 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.~~2022. On September 4, 2019, the Macao Judicial Court allowed AAEC’s ~~request to increase the amount of its claim. On September 17, 2019, the~~amended request. The U.S. Defendants appealed the decision ~~granting AAEC’s request~~allowing the amended claim on September 17, 2019; the Macao Judicial Court accepted the appeal on September 26, 2019, and that appeal is currently pending.

On ~~June 18, 2020,~~April 16, 2021, 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~~because of 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.pandemic. 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.~~2021. The ~~U.S. Defendants~~LVSC entities 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~~in late 2021 to hear witnesses who ~~are currently~~were subject to COVID-19 travel restrictions that ~~prevent~~prevented or severely ~~limit~~limited 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~~The U.S. Defendants ~~sought clarification of~~appealed 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, and that appeal is currently pending.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On July 10, 2021, the U.S. Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $12 million at exchange rates in effect on June 30, ~~2022)~~2023) based on Plaintiff’s July 15, 2019 ~~amendment of its claim amount.~~amendment. By motion dated July 20, 2021, the U.S. Defendants moved ~~the Macao~~

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

~~(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.~~invoice. 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~~$7.17 billion and ~~$7.71~~$7.72 billion, respectively, at exchange rates in effect on June 30, ~~2022)~~2023). 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. That appeal is fully briefed and remains pending with the Macao Second Instance Court.

On September 19, 2022, the U.S. Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately$6 million at exchange rates in effect on June 30, 2023). By motion dated September 29, 2022, the U.S. Defendants moved the Macao Judicial Court for an order withdrawing that invoice. The Macao Judicial Court denied that motion by order dated October 24, 2022. The U.S. Defendants appealed that order on November 10, 2022 and on January 6, 2023, submitted the appeal brief, and that appeal ~~is currently~~remains pending.

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 to 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 amended complaint, which Lead Plaintiffs opposed on June 17, 2022. Briefing was completed on July 8, 2022, and the motion is pending before the U.S. District Court.

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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.

Commitments

Macao Concession - Committed Investment

Under the Concession, the Company is required to invest a minimum of 30.24 billion patacas (approximately $3.75 billion at exchange rates in effect on June 30, 2023), in certain gaming and non-gaming projects in Macao by December 2032. The specific investments to be carried out are determined annually by VML and proposed to the Macao government for approval. VML submitted the list of investments and projects it intends to carry out in 2023 to the Macao government on March 31, 2023, which has been approved by the Macao government.

Note 109 — Segment Information

The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company also reviews construction and development activities for its primary projects under development, in addition to its reportable segments noted above, which include the renovation and expansion of the Company’s MICE, entertainment and retail product in Macao and the MBS Expansion Project. 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 through February 22, 2022, and the information below for the ~~three and~~ six months ended June 30, 2022, ~~and 2021,~~ excludes these results.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company’s segment information as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, and for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 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)
Three Months Ended June 30, 2023														Three Months Ended June 30, 2023
Macao:														Macao:
The Venetian Macao														The Venetian Macao	$	523	$	48	$	17	$	53	$	12	$	653
The Londoner Macao														The Londoner Macao	281		80		20		16		5		402
The Parisian Macao														The Parisian Macao	183		35		11		8		2		239
The Plaza Macao and Four Seasons Macao														The Plaza Macao and Four Seasons Macao	150		25		8		39		1		223
Sands Macao														Sands Macao	76		4		3		—		1		84
Ferry Operations and Other														Ferry Operations and Other	—		—		—		—		27		27
															1,213		192		59		116		48		1,628
Marina Bay Sands														Marina Bay Sands	649		104		84		57		31		925
Intercompany royalties														Intercompany royalties	—		—		—		—		55		55
Intercompany eliminations(1)														Intercompany eliminations(1)	—		—		—		(1)		(65)		(66)
Total net revenues														Total net revenues	$	1,862	$	296	$	143	$	172	$	69	$	2,542
		(In millions)
Three Months Ended June 30, 2022	Three Months Ended June 30, 2022													Three Months Ended June 30, 2022
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	91	$	12	$	3	$	41	$	3	$	150	The Venetian Macao	$	91	$	12	$	3	$	41	$	3	$	150
The Londoner Macao	The Londoner Macao	42		14		7		12		4		79		The Londoner Macao	42		14		7		12		4		79
The Parisian Macao	The Parisian Macao	24		7		3		7		1		42		The Parisian Macao	24		7		3		7		1		42
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	38		6		1		33		1		79
Sands Macao	Sands Macao	14		2		1		—		—		17		Sands Macao	14		2		1		—		—		17
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		7		7		Ferry Operations and Other	—		—		—		—		7		7
		209		41		15		93		16		374			209		41		15		93		16		374
Marina Bay Sands	Marina Bay Sands	500		56		48		55		20		679		Marina Bay Sands	500		56		48		55		20		679
Intercompany royalties	Intercompany royalties	—		—		—		—		28		28		Intercompany royalties	—		—		—		—		28		28
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		—		(36)		(36)		Intercompany eliminations(1)	—		—		—		—		(36)		(36)
Total net revenues	Total net revenues	$	709	$	97	$	63	$	148	$	28	$	1,045	Total net revenues	$	709	$	97	$	63	$	148	$	28	$	1,045

Three Months Ended June 30, 2021
Six Months Ended June 30, 2023														Six Months Ended June 30, 2023
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	307	$	24	$	7	$	49	$	4	$	391	The Venetian Macao	$	969	$	87	$	30	$	104	$	21	$	1,211
The Londoner Macao	The Londoner Macao	133		28		9		16		3		189		The Londoner Macao	479		135		34		30		7		685
The Parisian Macao	The Parisian Macao	69		17		4		10		1		101		The Parisian Macao	311		63		20		16		3		413
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	259		45		14		75		2		395
Sands Macao	Sands Macao	37		2		1		1		1		42		Sands Macao	143		8		6		—		1		158
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		7		7		Ferry Operations and Other	—		—		—		—		45		45
		620		83		26		110		16		855			2,161		338		104		225		79		2,907
Marina Bay Sands	Marina Bay Sands	223		32		24		39		9		327		Marina Bay Sands	1,242		201		163		110		57		1,773
Intercompany royalties	Intercompany royalties	—		—		—		—		25		25		Intercompany royalties	—		—		—		—		103		103
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		(1)		(33)		(34)		Intercompany eliminations(1)	—		—		—		(1)		(120)		(121)
Total net revenues	Total net revenues	$	843	$	115	$	50	$	148	$	17	$	1,173	Total net revenues	$	3,403	$	539	$	267	$	334	$	119	$	4,662

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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	Six Months Ended June 30, 2022													Six Months Ended June 30, 2022
Macao:	Macao:													Macao:
The Venetian Macao	The Venetian Macao	$	248	$	28	$	9	$	85	$	7	$	377	The Venetian Macao	$	248	$	28	$	9	$	85	$	7	$	377
The Londoner Macao	The Londoner Macao	121		33		15		26		5		200		The Londoner Macao	121		33		15		26		5		200
The Parisian Macao	The Parisian Macao	75		18		6		15		2		116		The Parisian Macao	75		18		6		15		2		116
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	93		15		5		67		1		181
Sands Macao	Sands Macao	31		4		2		—		—		37		Sands Macao	31		4		2		—		—		37
Ferry Operations and Other	Ferry Operations and Other	—		—		—		—		14		14		Ferry Operations and Other	—		—		—		—		14		14
		568		98		37		193		29		925			568		98		37		193		29		925
Marina Bay Sands	Marina Bay Sands	768		94		79		104		33		1,078		Marina Bay Sands	768		94		79		104		33		1,078
Intercompany royalties	Intercompany royalties	—		—		—		—		50		50		Intercompany royalties	—		—		—		—		50		50
Intercompany eliminations(1)	Intercompany eliminations(1)	—		—		—		—		(65)		(65)		Intercompany eliminations(1)	—		—		—		—		(65)		(65)
Total net revenues	Total net revenues	$	1,336	$	192	$	116	$	297	$	47	$	1,988	Total net revenues	$	1,336	$	192	$	116	$	297	$	47	$	1,988

Six Months Ended June 30, 2021
Macao:
The Venetian Macao		$	573	$	43	$	13	$	95	$	7	$	731
The Londoner Macao		224		47		16		30		9		326
The Parisian Macao		128		29		9		20		2		188
The Plaza Macao and Four Seasons Macao		189		23		9		73		1		295
Sands Macao		68		5		2		1		1		77
Ferry Operations and Other		—		—		—		—		15		15
		1,182		147		49		219		35		1,632
Marina Bay Sands		526		64		57		86		20		753
Intercompany royalties		—		—		—		—		50		50
Intercompany eliminations(1)		—		—		—		(1)		(65)		(66)
Total net revenues		$	1,708	$	211	$	106	$	304	$	40	$	2,369

____________________

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

		(In millions)									(In millions)
Intersegment Revenues	Intersegment Revenues									Intersegment Revenues
Macao:	Macao:									Macao:
The Venetian Macao	The Venetian Macao	$	1	$	1	$	3	$	2	The Venetian Macao	$	2	$	1	$	4	$	3

Ferry Operations and Other	Ferry Operations and Other	6		7		11		12		Ferry Operations and Other	7		6		12		11
		7		8		14		14			9		7		16		14
Marina Bay Sands	Marina Bay Sands	1		1		1		2		Marina Bay Sands	2		1		2		1
Intercompany royalties	Intercompany royalties	28		25		50		50		Intercompany royalties	55		28		103		50
Total intersegment revenues	Total intersegment revenues	$	36	$	34	$	65	$	66	Total intersegment revenues	$	66	$	36	$	121	$	65

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

		(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	$	252	$	(21)	$	462	$	(2)
The Londoner Macao	The Londoner Macao	(54)		(5)		(87)		(28)		The Londoner Macao	103		(54)		159		(87)
The Parisian Macao	The Parisian Macao	(29)		—		(40)		(8)		The Parisian Macao	74		(29)		120		(40)
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	91		17		166		49
Sands Macao	Sands Macao	(22)		(13)		(39)		(31)		Sands Macao	15		(22)		25		(39)
Ferry Operations and Other	Ferry Operations and Other	(1)		(2)		(2)		(5)		Ferry Operations and Other	6		(1)		7		(2)
		(110)		132		(121)		232			541		(110)		939		(121)
Marina Bay Sands	Marina Bay Sands	319		112		440		256		Marina Bay Sands	432		319		826		440
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	209		244		319		488		Consolidated adjusted property EBITDA(1)	973		209		1,765		319
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)	(8)		(6)		(19)		(11)
Corporate	Corporate	(55)		(56)		(114)		(105)		Corporate	(60)		(55)		(117)		(114)
Pre-opening	Pre-opening	(3)		(4)		(7)		(9)		Pre-opening	(8)		(3)		(10)		(7)
Development	Development	(22)		(37)		(82)		(46)		Development	(54)		(22)		(96)		(82)
Depreciation and amortization	Depreciation and amortization	(256)		(258)		(520)		(513)		Depreciation and amortization	(288)		(256)		(562)		(520)
Amortization of leasehold interests in land	Amortization of leasehold interests in land	(14)		(14)		(28)		(28)		Amortization of leasehold interests in land	(14)		(14)		(28)		(28)
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	—		(11)		(6)		(14)		Loss on disposal or impairment of assets	(4)		—		(18)		(6)
Operating loss		(147)		(139)		(449)		(235)
Operating income (loss)										Operating income (loss)	537		(147)		915		(449)
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	76		14		146		18
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		(318)		(312)		Interest expense, net of amounts capitalized	(210)		(162)		(428)		(318)
Other income (expense)	Other income (expense)	(9)		10		(31)		(7)		Other income (expense)	14		(9)		(21)		(31)

Income tax (expense) benefit		(110)		6		(112)		(8)
Net loss from continuing operations		$	(414)	$	(280)	$	(892)	$	(560)
Income tax expense										Income tax expense	(49)		(110)		(99)		(112)
Net income (loss) from continuing operations										Net income (loss) from continuing operations	$	368	$	(414)	$	513	$	(892)

____________________

(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, 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.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded stock-based compensation expense of ~~$15~~$20 million and $7$15 million, respectively, of which $9$12 million and $4$9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded stock-based compensation expense of ~~$29~~$42 million and ~~$14~~$29 million, respectively, of which ~~$18~~$23 million and $6$18 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022

		(In millions)					(In millions)
Capital Expenditures	Capital Expenditures					Capital Expenditures
Corporate and Other	Corporate and Other	$	37	$	1	Corporate and Other	$	23	$	37
Macao:	Macao:					Macao:
The Venetian Macao	The Venetian Macao	25		38		The Venetian Macao	28		25
The Londoner Macao	The Londoner Macao	118		347		The Londoner Macao	45		118
The Parisian Macao	The Parisian Macao	1		2		The Parisian Macao	1		1
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	5		6		The Plaza Macao and Four Seasons Macao	4		5
Sands Macao	Sands Macao	2		3		Sands Macao	2		2
Ferry Operations and Other		—		1

		151		397			80		151
Marina Bay Sands	Marina Bay Sands	147		50		Marina Bay Sands	259		147
Total capital expenditures	Total capital expenditures	$	335	$	448	Total capital expenditures	$	362	$	335


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022

		(In millions)					(In millions)
Total Assets	Total Assets					Total Assets
Corporate and Other	Corporate and Other	$	6,881	$	1,357	Corporate and Other	$	5,989	$	5,422
Macao:	Macao:					Macao:
The Venetian Macao	The Venetian Macao	2,018		2,087		The Venetian Macao	2,206		2,135
The Londoner Macao	The Londoner Macao	4,292		4,494		The Londoner Macao	4,434		4,489
The Parisian Macao	The Parisian Macao	1,872		1,962		The Parisian Macao	1,867		1,828
The Plaza Macao and Four Seasons Macao	The Plaza Macao and Four Seasons Macao	1,048		1,145		The Plaza Macao and Four Seasons Macao	1,037		1,020
Sands Macao	Sands Macao	227		253		Sands Macao	277		208
Ferry Operations and Other	Ferry Operations and Other	292		132		Ferry Operations and Other	412		870

		9,749		10,073			10,233		10,550
Marina Bay Sands	Marina Bay Sands	5,429		5,326		Marina Bay Sands	6,048		6,067
Total assets	Total assets	$	22,059	$	16,756	Total assets	$	22,270	$	22,039

2924

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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~~Macao

From 2020 through the ~~sale~~beginning of 2023, 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. 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 months ended June 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 substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. Other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result issued within a specified time period and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history.~~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.

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

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

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~~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 months ended June 30, 2022 and in June 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.

~~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 operationshave been significantly~~were negatively impacted by the ~~reduced~~reduction in travel and tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023. Since then, visitation to ~~Macao.~~ our Macao Integrated Resorts and operations have improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 118.3% and decreased approximately ~~12.2% and 78.1%~~50.1%, during the ~~six~~five months ended ~~June 30, 2022,~~May 31, 2023 (the latest statistics currently available), as compared to the same period in ~~2021~~2022 and 2019 (pre-pandemic), respectively. The Macao government also announced gross gaming revenue increased approximately 205.1% and decreased approximately 46.4% ~~and 82.4%~~, during the six months ended June 30, ~~2022,~~2023, as compared to the same period in ~~2021~~2022 and 2019, respectively.

InSingapore

From 2020 through early 2022, our operations in Singapore ~~Vaccinated Travel Lanes (“VTLs”)~~ were ~~introduced for a number of key source markets~~negatively impacted by the reduction in ~~November~~travel and ~~December of 2021 for vaccinated visitors with a negative COVID-19 test. Due~~tourism related 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~~COVID-19 pandemic. However, the Vaccinated Travel Framework (“VTF”) ~~was~~, launched onin April 1, 2022, ~~to facilitate~~facilitated 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 takehad a ~~COVID-19 test before departing for Singapore. Operations~~positive impact on operations at Marina Bay ~~Sands will continue~~Sands. During February 2023, any remaining COVID-19 border measures were lifted. Airlift passenger movement has increased with 15 million passengers having passed through Singapore's Changi Airport from January through May 2023 (the latest statistics currently available), an increase of 222% and a decrease of 18% compared to ~~be impacted~~the same period in 2022 and ~~subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.~~2019, respectively.

Visitation to Marina Bay Sands continues to ~~be impacted by~~improve since the ~~effects of the COVID-19 Pandemic; however, visitation has since increased since~~travel restrictions have been lifted. The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately ~~119,000 in 2021 to~~ 1.5 million in 2022 ~~on a year-to-date basis,~~to 6.3 million for the six months ended June 30, 2023, while visitation decreased ~~83.9%~~32.6% when compared to the same period in 2019. ~~The latest available statistics show that passenger traffic at Changi Airport has been on~~

Summary

While the ~~rise reaching approximately 2.5 million in May 2022, up from approximately 1.9 million in April 2022, and averaging above 40% of pre-pandemic levels as the travel industry continues to recover~~disruptions arising from the COVID-19 pandemic have subsided, given the dynamic nature of these circumstances, the potential future impact, ~~of COVID-19.~~

Atif any, on our ~~Macao properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number~~consolidated results 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 operating at reduced levels due to lower visitation and required safety measures in place as described above during the six months ended June 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.

Weis uncertain. However, 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~~$5.77 billion and access to $1.50 billion, ~~$1.04~~$1.74 billion and ~~$423~~$435 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of June 30, ~~2022.~~2023. We believe we are able to support continuing operations and complete ~~the~~our major construction projects that are ~~underway, proceed with the Macao concession renewal 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) and will provide a bank guarantee by September 23, 2022 of 2.31 billion patacas (approximately $286 million at exchange rates in effect on June 30, 2022) to secure the fulfillment of VML's paym~~ent obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.~~

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

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

On July 5, 2022, the Macao government published Administrative Regulation No. 28/2022 – Amendment of Administrative Regulation No. 26/2001, which sets forth the regulations governing the upcoming tender for gaming concessions in Macao. The regulation includes details on the process of bidding for the gaming concessions, qualifications of the companies bidding and the criteria for granting them. 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 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 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.

~~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 Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.underway.

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~~2022 Annual Report on Form 10-K filed on February ~~4, 2022.~~3, 2023.

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There were no newly identified significant accounting policies and estimates during the six months ended June 30, ~~2022,~~2023, nor were there any material changes to the critical accounting policies and estimates discussed in our ~~2021~~2022 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.”

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 and 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%~~24.1%, ~~22.1%~~21.0%, ~~23.6%~~21.4%, ~~25.1%~~24.8%, ~~18.6%~~17.4% and ~~15.5%~~18.7% 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 4.3%, 3.9%, ~~3.7%, 3.5%~~3.9%, 7.4%, ~~2.8%~~3.3% 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%~~10.3% and ~~12.0%~~12.5%, respectively, of our table games play was conducted on a credit basis for the six months ended June 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.2023.

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 complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy.

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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 30, ~~2022~~2023 Compared to the Three Months Ended June 30, ~~2021~~2022

Summary Financial Results

~~Our~~The Company continues to see positive financial results ~~were adversely impacted as a result~~in the second quarter 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 and the surrounding regions, partially offset by increased visitation at Marina Bay Sands2023 due to the ~~VTF program~~lift of COVID-19 restrictions in Macao in January 2023 and ~~loosened pandemic-related restrictions. See “COVID-19 Pandemic” for further information.~~ elimination of restrictions in Singapore in April 2022, respectively.

Net revenues for the three months ended June 30, ~~2022,~~2023, were ~~$1.05~~$2.54 billion, compared to ~~$1.17~~$1.05 billion for the three months ended June 30, ~~2021.~~2022. Operating income was $537 million for the three months ended June 30, 2023, compared to an operating loss ~~was~~of $147 million for the three months ended June 30, ~~2022, compared to $139~~2022. Net income from continuing operations was $368 million for the three months ended June 30, ~~2021. Net~~2023, compared to a net loss from continuing operations ~~was~~of $414 million for the three months ended June 30, ~~2022, compared to $280 million for the three months ended June 30, 2021.~~

~~Table of Contents~~

2022.

Operating Revenues

Our net revenues consisted of the following:


		Three Months Ended June 30,							Three Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	709	$	843	(15.9)	%	Casino	$	1,862	$	709	162.6	%
Rooms	Rooms	97		115		(15.7)	%	Rooms	296		97		205.2	%
Food and beverage	Food and beverage	63		50		26.0	%	Food and beverage	143		63		127.0	%
Mall	Mall	148		148		—	%	Mall	172		148		16.2	%
Convention, retail and other	Convention, retail and other	28		17		64.7	%	Convention, retail and other	69		28		146.4	%
Total net revenues	Total net revenues	$	1,045	$	1,173	(10.9)	%	Total net revenues	$	2,542	$	1,045	143.3	%

Consolidated net revenues were$2.54 billion for the three months ended June 30, 2023, an increase of $1.50 billion compared to $1.05 billion for the three months ended June 30, ~~2022, a decrease of $128 million compared to $1.17 billion for the three months ended June 30, 2021.~~2022. The ~~decrease is~~increase was due to ~~a $480~~increasesof $1.25 billion and$245 million ~~decrease~~ at our Macao operations ~~partially offset by a $352 million increase at~~and Marina Bay ~~Sands.~~Sands, respectively.

Net casino revenues ~~decreased~~increased $~~134 million~~1.15 billion compared to the three months ended June 30, ~~2021.~~2022. The ~~change~~increase was ~~driven by a~~due to increases of $~~411~~1.0 billion and$149 million ~~decrease~~ at our Macao operations ~~due~~and Marina Bay Sands, respectively. The lift of COVID-19 restrictions in Macao beginning in late December 2022 and elimination of restrictions in April 2022 in Singapore has continued to ~~lower~~result in increased 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,~~volumes across our properties. The increase was partially offset by a decrease driven by ~~increased visitation.~~lower win percentages. The following table summarizes the results of our casino activity:

Three Months Ended June 30,
2022 2021 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 91 $ 307 (70.4) %
Non-Rolling Chip drop $ 332 $ 999 (66.8) %
Non-Rolling Chip win percentage 26.2 % 27.6 % (1.4) pts
Rolling Chip volume $ 264 $ 1,510 (82.5) %
Rolling Chip win percentage 4.76 % 4.91 % (0.15) pts
Slot handle $ 254 $ 551 (53.9) %
Slot hold percentage 4.9 % 3.7 % 1.2 pts
The Londoner Macao
Total net casino revenues $ 42 $ 133 (68.4) %
Non-Rolling Chip drop $ 175 $ 551 (68.2) %
Non-Rolling Chip win percentage 23.2 % 21.0 % 2.2 pts
Rolling Chip volume $ 222 $ 1,126 (80.3) %
Rolling Chip win percentage 4.35 % 4.76 % (0.41) pts
Slot handle $ 163 $ 286 (43.0) %
Slot hold percentage 4.0 % 3.8 % 0.2 pts
The Parisian Macao
Total net casino revenues $ 24 $ 69 (65.2) %
Non-Rolling Chip drop $ 91 $ 358 (74.6) %
Non-Rolling Chip win percentage 22.4 % 20.6 % 1.8 pts
Rolling Chip volume $ 48 $ 32 50.0 %
Rolling Chip win percentage 14.20�� % 8.24 % 5.96 pts
Slot handle $ 64 $ 244 (73.8) %
Slot hold percentage 4.7 % 3.0 % 1.7 pts

3527

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		Three Months Ended June 30,									Three Months Ended June 30,
		2022			2021			Change			2023			2022			Change

		(Dollars in millions)									(Dollars in millions)
Macao Operations:										Macao Operations:
The Venetian Macao										The Venetian Macao
Total net casino revenues										Total net casino revenues	$	523		$	91		474.7	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	2,174		$	332		554.8	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	23.8		%	26.2		%	(2.4)	pts
Rolling Chip volume										Rolling Chip volume	$	1,093		$	264		314.0	%
Rolling Chip win percentage										Rolling Chip win percentage	3.73		%	4.76		%	(1.03)	pts
Slot handle										Slot handle	$	1,329		$	254		423.2	%
Slot hold percentage										Slot hold percentage	4.3		%	4.9		%	(0.6)	pts
The Londoner Macao										The Londoner Macao
Total net casino revenues										Total net casino revenues	$	281		$	42		569.0	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	1,354		$	175		673.7	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	20.1		%	23.2		%	(3.1)	pts
Rolling Chip volume										Rolling Chip volume	$	1,999		$	222		800.5	%
Rolling Chip win percentage										Rolling Chip win percentage	2.67		%	4.35		%	(1.68)	pts
Slot handle										Slot handle	$	1,299		$	163		696.9	%
Slot hold percentage										Slot hold percentage	3.9		%	4.0		%	(0.1)	pts
The Parisian Macao										The Parisian Macao
Total net casino revenues										Total net casino revenues	$	183		$	24		662.5	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	776		$	91		752.7	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	19.6		%	22.4		%	(2.8)	pts
Rolling Chip volume										Rolling Chip volume	$	612		$	48		1,175.0	%
Rolling Chip win percentage										Rolling Chip win percentage	7.18		%	14.20		%	(7.02)	pts
Slot handle										Slot handle	$	682		$	64		965.6	%
Slot hold percentage										Slot hold percentage	3.8		%	4.7		%	(0.9)	pts
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	$	150		$	38		294.7	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	101		$	350		(71.1)	%	Non-Rolling Chip drop	$	567		$	101		461.4	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	26.4		%	21.4		%	5.0	pts	Non-Rolling Chip win percentage	27.6		%	26.4		%	1.2	pts
Rolling Chip volume	Rolling Chip volume	$	489		$	529		(7.6)	%	Rolling Chip volume	$	1,178		$	489		140.9	%
Rolling Chip win percentage	Rolling Chip win percentage	4.90		%	4.42		%	0.48	pts	Rolling Chip win percentage	3.63		%	4.90		%	(1.27)	pts
Slot handle	Slot handle	$	3		$	18		(83.3)	%	Slot handle	$	46		$	3		1,433.3	%
Slot hold percentage	Slot hold percentage	5.9		%	3.5		%	2.4	pts	Slot hold percentage	5.8		%	5.9		%	(0.1)	pts
Sands Macao	Sands Macao									Sands Macao
Total net casino revenues	Total net casino revenues	$	14		$	37		(62.2)	%	Total net casino revenues	$	76		$	14		442.9	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	57		$	131		(56.5)	%	Non-Rolling Chip drop	$	406		$	57		612.3	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	17.6		%	16.9		%	0.7	pts	Non-Rolling Chip win percentage	17.5		%	17.6		%	(0.1)	pts
Rolling Chip volume	Rolling Chip volume	$	66		$	332		(80.1)	%	Rolling Chip volume	$	36		$	66		(45.5)	%
Rolling Chip win percentage	Rolling Chip win percentage	6.86		%	6.51		%	0.35	pts	Rolling Chip win percentage	2.40		%	6.86		%	(4.46)	pts
Slot handle	Slot handle	$	120		$	161		(25.5)	%	Slot handle	$	497		$	120		314.2	%
Slot hold percentage	Slot hold percentage	2.7		%	3.3		%	(0.6)	pts	Slot hold percentage	3.0		%	2.7		%	0.3	pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues		$	500		$	223		124.2	%
Non-Rolling Chip drop		$	1,137		$	553		105.6	%
Non-Rolling Chip win percentage		18.5		%	18.1		%	0.4	pts
Rolling Chip volume		$	5,394		$	612		781.4	%
Rolling Chip win percentage		4.29		%	6.44		%	(2.15)	pts
Slot handle		$	4,090		$	3,165		29.2	%
Slot hold percentage		4.4		%	4.3		%	0.1	pts

Table of Contents


	Three Months Ended June 30,
	2023			2022			Change

	(Dollars in millions)
Singapore Operations:
Marina Bay Sands
Total net casino revenues	$	649		$	500		29.8	%
Non-Rolling Chip drop	$	1,870		$	1,137		64.5	%
Non-Rolling Chip win percentage	18.2		%	18.5		%	(0.3)	pts
Rolling Chip volume	$	6,013		$	5,394		11.5	%
Rolling Chip win percentage	3.71		%	4.29		%	(0.58)	pts
Slot handle	$	5,999		$	4,090		46.7	%
Slot hold percentage	4.0		%	4.4		%	(0.4)	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.

~~Table of Contents~~

Room revenues ~~decreased $18~~increased $199 million compared to the three months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was ~~primarily~~ due to ~~decreased occupancy rates~~increases of $151 million and ~~decreased RevPAR driven by lower visitation~~$48 million at our Macao operations ~~compared to the three months ended June 30, 2021. The decrease was partially offset by an increase at~~and Marina Bay Sands, ~~as visitation increased~~respectively, due to ~~the VTF program~~increased occupancy rates and ~~loosened~~ADR driven by increased visitation as pandemic-related ~~restrictions.~~restrictions were lifted in Macao beginning in December 2022 and eliminated in Singapore in April 2022. The following table summarizes the results of our room activity:

Three Months Ended June 30,
2022 2021 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 12 $ 24 (50.0) %
Occupancy rate 36.8 % 58.6 % (21.8) pts
Average daily room rate (ADR) $ 137 $ 159 (13.8) %
Revenue per available room (RevPAR) $ 50 $ 93 (46.2) %
The Londoner Macao
Total room revenues $ 14 $ 28 (50.0) %
Occupancy rate 24.9 % 44.2 % (19.3) pts
Average daily room rate (ADR) $ 137 $ 152 (9.9) %
Revenue per available room (RevPAR) $ 34 $ 67 (49.3) %
The Parisian Macao
Total room revenues $ 7 $ 17 (58.8) %
Occupancy rate 37.0 % 58.4 % (21.4) pts
Average daily room rate (ADR) $ 100 $ 119 (16.0) %
Revenue per available room (RevPAR) $ 37 $ 70 (47.1) %
The Plaza Macao and Four Seasons Macao
Total room revenues $ 6 $ 12 (50.0) %
Occupancy rate 23.3 % 48.4 % (25.1) pts
Average daily room rate (ADR) $ 412 $ 445 (7.4) %
Revenue per available room (RevPAR) $ 96 $ 215 (55.3) %
Sands Macao
Total room revenues $ 2 $ 2 — %
Occupancy rate 56.6 % 71.1 % (14.5) pts
Average daily room rate (ADR) $ 127 $ 141 (9.9) %
Revenue per available room (RevPAR) $ 72 $ 100 (28.0) %
Singapore Operations:
Marina Bay Sands(1)
Total room revenues $ 56 $ 32 75.0 %
Occupancy rate 93.9 % 67.9 % 26.0 pts
Average daily room rate (ADR) $ 330 $ 221 49.3 %
Revenue per available room (RevPAR) $ 310 $ 150 106.7 %

~~__________________________~~

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


	Three Months Ended June 30,
	2023			2022			Change

	(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues	$	48		$	12		300.0	%
Occupancy rate	94.6		%	36.8		%	57.8	pts
Average daily room rate (ADR)	$	209		$	137		52.6	%
Revenue per available room (RevPAR)	$	198		$	50		296.0	%
The Londoner Macao
Total room revenues	$	80		$	14		471.4	%
Occupancy rate	81.8		%	24.9		%	56.9	pts
Average daily room rate (ADR)	$	197		$	137		43.8	%
Revenue per available room (RevPAR)	$	161		$	34		373.5	%
The Parisian Macao
Total room revenues	$	35		$	7		400.0	%
Occupancy rate	98.0		%	37.0		%	61.0	pts
Average daily room rate (ADR)	$	156		$	100		56.0	%
Revenue per available room (RevPAR)	$	153		$	37		313.5	%
The Plaza Macao and Four Seasons Macao
Total room revenues	$	25		$	6		316.7	%
Occupancy rate	84.8		%	23.3		%	61.5	pts
Average daily room rate (ADR)	$	479		$	412		16.3	%
Revenue per available room (RevPAR)	$	407		$	96		324.0	%
Sands Macao
Total room revenues	$	4		$	2		100.0	%
Occupancy rate	94.6		%	56.6		%	38.0	pts
Average daily room rate (ADR)	$	169		$	127		33.1	%
Revenue per available room (RevPAR)	$	160		$	72		122.2	%

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	Three Months Ended June 30,
	2023			2022			Change

Singapore Operations:
Marina Bay Sands(1)
Total room revenues	$	104		$	56		85.7	%
Occupancy rate	97.0		%	93.9		%	3.1	pts
Average daily room rate (ADR)	$	597		$	330		80.9	%
Revenue per available room (RevPAR)	$	579		$	310		86.8	%

__________________________

(1) During the three months ended June 30, 2023 and 2022, approximately 2,100 and 2,000 rooms, respectively, were available for use.

Food and beverage revenues increased ~~$13~~$80 million compared to the three months ended June 30, ~~2021. The increase was due to $24 million~~2022. Our new outlets in Macao and Singapore and increased business volume atacross our food and beverage outlets ~~at Marina Bay Sands, including a $19~~and in banquet operations resulted in increases of $44 million ~~increase at major food outlets~~ and $5$36 million ~~increase in banquets driven by loosened pandemic-related restrictions. This increase was partially offset by an $11 million decrease~~ at our Macao operations ~~due to lower business volume at most outlets.~~and Marina Bay Sands, respectively.

Mall revenues ~~were flat~~increased $24 million compared to the three months ended June 30, ~~2021. A $16~~2022. The increase was due to increases of $22 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 offset by a $16 million increase in mall revenues in Singapore,~~ driven by a decrease in rent concessions granted to our mall tenants and an increase in ~~Singapore.~~turnover and overage rents, and $2 million at Marina Bay Sands, driven by an increase in base 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 June 30,
		2022			2021			Change			2023			2022			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	$	52		$	41		26.8	%
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)	818,684			814,720			0.5	%
Occupancy	Occupancy	75.1		%	79.2		%	(4.1)	pts	Occupancy	79.5		%	75.1		%	4.4	pts
Base rent per square foot	Base rent per square foot	$	299		$	297		0.7	%	Base rent per square foot	$	271		$	299		(9.4)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	1,169		$	1,227		(4.7)	%	Tenant sales per square foot(1)	$	1,430		$	1,169		22.3	%
Shoppes at Londoner	Shoppes at Londoner									Shoppes at Londoner
Total mall revenues	Total mall revenues	$	12		$	15		(20.0)	%	Total mall revenues	$	16		$	12		33.3	%
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)	610,273			605,429			0.8	%
Occupancy	Occupancy	58.3		%	60.9		%	(2.6)	pts	Occupancy	53.3		%	58.3		%	(5.0)	pts
Base rent per square foot	Base rent per square foot	$	141		$	136		3.7	%	Base rent per square foot	$	147		$	141		4.3	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	1,407		$	1,058		33.0	%	Tenant sales per square foot(1)	$	1,355		$	1,407		(3.7)	%
Shoppes at Parisian	Shoppes at Parisian									Shoppes at Parisian
Total mall revenues	Total mall revenues	$	7		$	10		(30.0)	%	Total mall revenues	$	8		$	7		14.3	%
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)	296,371			296,322			—	%
Occupancy	Occupancy	73.2		%	78.1		%	(4.9)	pts	Occupancy	63.9		%	73.2		%	(9.3)	pts
Base rent per square foot	Base rent per square foot	$	129		$	147		(12.2)	%	Base rent per square foot	$	115		$	129		(10.9)	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	475		$	593		(19.9)	%	Tenant sales per square foot(1)	$	541		$	475		13.9	%
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	$	39		$	33		18.2	%
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)	248,814			248,663			0.1	%
Occupancy	Occupancy	94.4		%	93.9		%	0.5	pts	Occupancy	87.4		%	94.4		%	(7.0)	pts
Base rent per square foot	Base rent per square foot	$	544		$	548		(0.7)	%	Base rent per square foot	$	590		$	544		8.5	%
Tenant sales per square foot(1)	Tenant sales per square foot(1)	$	5,139		$	5,389		(4.6)	%	Tenant sales per square foot(1)	$	5,825		$	5,139		13.3	%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues		$	55		$	39		41.0	%
Mall gross leasable area (in square feet)		622,038			620,427			0.3	%
Occupancy		99.7		%	98.2		%	1.5	pts
Base rent per square foot		$	277		$	267		3.7	%
Tenant sales per square foot(1)		$	2,051		$	1,366		50.1	%

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	Three Months Ended June 30,
	2023			2022			Change

Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	57		$	55		3.6	%
Mall gross leasable area (in square feet)	617,119			622,038			(0.8)	%
Occupancy	100.0		%	99.7		%	0.3	pts
Base rent per square foot	$	311		$	277		12.3	%
Tenant sales per square foot(1)	$	2,912		$	2,051		42.0	%

__________________________

Note: This table excludes the results of our ~~mall operations~~retail outlets at Sands Macao. As a result of the COVID-19 ~~Pandemic,~~pandemic, tenants were provided rent concessions during the three months ended June 30, ~~2022 and 2021.~~2022. 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~~$41 million compared to the three months ended June 30, ~~2021. This~~2022. The increase was primarily due to a $31 million increase at our Macao operations, primarily driven by increases of$16 million in ferry operations due to the resumption of ferry services in January 2023. We also had increases of $8 million in retail and other revenues (e.g., limo and spa) and $5 million in entertainment revenue, driven by increased visitation. In addition, a $10 million increase at Marina Bay Sands was driven primarily by increases of $7 millionin convention revenue and$3 million in other revenues (e.g., museum, SkyPark and ~~SkyPark)~~transportation).

Operating Expenses

Our operating expenses consisted of the following:


		Three Months Ended June 30,							Three Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	445	$	574	(22.5)	%	Casino	$	1,034	$	445	132.4	%
Rooms	Rooms	41		42		(2.4)	%	Rooms	71		41		73.2	%
Food and beverage	Food and beverage	73		60		21.7	%	Food and beverage	117		73		60.3	%
Mall	Mall	19		16		18.8	%	Mall	21		19		10.5	%
Convention, retail and other	Convention, retail and other	24		19		26.3	%	Convention, retail and other	50		24		108.3	%
Provision for credit losses	Provision for credit losses	2		2		—	%	Provision for credit losses	5		2		150.0	%
General and administrative	General and administrative	238		219		8.7	%	General and administrative	279		238		17.2	%
Corporate	Corporate	55		56		(1.8)	%	Corporate	60		55		9.1	%
Pre-opening	Pre-opening	3		4		(25.0)	%	Pre-opening	8		3		166.7	%
Development	Development	22		37		(40.5)	%	Development	54		22		145.5	%
Depreciation and amortization	Depreciation and amortization	256		258		(0.8)	%	Depreciation and amortization	288		256		12.5	%
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	4		—		N.M.
Total operating expenses	Total operating expenses	$	1,192	$	1,312	(9.1)	%	Total operating expenses	$	2,005	$	1,192	68.2	%

__________________________

N.M. Not meaningful.

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Operating expenses were $2.01 billion for the three months ended June 30, 2023, an increase of $813 million compared to $1.19 billion for the three months ended June 30, 2022, ~~a decrease of $120 million compared to $1.31 billion for the three months ended June 30, 2021,~~ primarily driven by ~~a $129~~increases of $589 million ~~decrease~~ in casino expenses, ~~due to a decrease~~$44 million in ~~gaming taxes as a result of decreased gaming revenues in Macao, a $15~~food and beverage expenses, $41 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, $32 million in development expenses, $32 million in depreciation and amortization, $30 million in rooms expenses and $26 million in convention, retail and other expenses.

Casino expenses ~~decreased $129~~increased $589 million compared to the three months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was primarily attributable to ~~a $136~~increases of $485 million ~~decrease~~and $42 million in gaming taxes ~~due to decreased revenues, as previously described. The $411 million decrease in casino revenue~~ at our Macao ~~operating properties is subject to a 39% tax rate, whereas the $277 million increase in casino revenue at~~operations and Marina Bay Sands, ~~is subject to~~respectively, consistent with increased casino revenues, increases in gaming tax rates of1% in Macao and3% in Singapore, and a ~~lower~~1% increase in value added tax ~~rate.~~in Singapore.

~~Food and beverage~~Room expenses increased ~~$13~~$30 million compared to the three months ended June 30, ~~2021. An~~2022. The increase was attributable to increases of ~~$17~~$22 million ~~at Marina Bay Sands was due to increased food outlet~~ and ~~banquet volumes, partially offset by a decrease of $4~~$8 million at our Macao operations ~~due to lower business volume.~~and Marina Bay Sands, respectively, consistent with increased occupancy.

~~Convention, retail~~Food and ~~other~~beverage expenses increased $5$44 million compared to the three months ended June 30, ~~2021, primarily driven by an $6~~2022. The increase was due to increases of $26 million ~~increase~~and$18 million at Marina Bay Sands ~~partially offset~~and our Macao operations, respectively, primarily driven by ~~a $1 million decrease in ferry expenses resulting from decreases in operating~~increased food outlet and ~~maintenance costs as ferries were under dry dock.~~banquet operation volumes.

~~General~~Convention, retail and ~~administrative~~other expenses increased ~~$19~~$26 million compared to the three months ended June 30, ~~2021. The increase was~~2022, primarily ~~due to an increase~~driven by increases of ~~$22~~$21 million ~~at Marina Bay Sands, partially offset by a decrease of $3~~and $5 million at our Macao ~~operations. The increase at~~operations and Marina Bay Sands, respectively. The increases were primarily driven by increases of$9 million in ferry operation expenses due to the resumption of ferry services in January 2023, $5 million in entertainment expenses due to increased event volume, $3 million in limo expenses, $2 million in convention expenses and $1 million in retail expenses.

Provision for credit losses was $5 million for three months ended June 30, 2023, compared to $2 million for the three months ended June 30, 2022. The $3 million increase was primarily driven by an increase in ~~payroll, marketing~~casino provisions in Singapore consistent with credit issued associated with increased gaming volumes. The amount of this provision can vary 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 the future will depend upon the state of the economy, our credit standards, our risk assessments and ~~property operation costs.~~the judgment of our employees responsible for granting credit.

General and administrative expenses increased $41 million compared to the three months ended June 30, 2022. The ~~decrease~~increase was primarily due to increases of $22 million and $19 million at Marina Bay Sands and our Macao operations, ~~was primarily~~respectively, driven by ~~decreased~~increases in payroll and marketing costs, utilities and property ~~operations costs.~~

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taxes.

Development expenses were $54 million for the three months ended June 30, 2023, compared to $22 million for the three months ended June 30, ~~2022, compared to $37 million for the three months ended June 30, 2021.~~2022. During the three months ended June 30, ~~2022,~~2023, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in New York, Texas and digital gaming related efforts. Development costs are expensed as incurred.

~~There~~Depreciation and amortization increased $32 million compared to the three months ended June 30, 2022. The increase was ~~no loss~~primarily due to a $25 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter.

Loss on disposal or impairment of assets was $4 million for three months ended June 30, ~~2022, compared to $11 million for the three months ended June 30, 2021.~~2023. The losses incurred for the three months ended June 30, ~~2021,~~2023, were primarily due to ~~asset disposal and~~$2 million in demolition costs related to the renovation at ~~The Londoner Macao.~~Marina Bay Sands.

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Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:


		Three Months Ended June 30,							Three Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Macao:	Macao:							Macao:
The Venetian Macao	The Venetian Macao	$	(21)	$	108	(119.4)	%	The Venetian Macao	$	252	$	(21)	(1,300.0)	%
The Londoner Macao	The Londoner Macao	(54)		(5)		980.0	%	The Londoner Macao	103		(54)		(290.7)	%
The Parisian Macao	The Parisian Macao	(29)		—		NM		The Parisian Macao	74		(29)		(355.2)	%
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	91		17		435.3	%
Sands Macao	Sands Macao	(22)		(13)		69.2	%	Sands Macao	15		(22)		(168.2)	%
Ferry Operations and Other	Ferry Operations and Other	(1)		(2)		(50.0)	%	Ferry Operations and Other	6		(1)		(700.0)	%
		(110)		132		(183.3)	%		541		(110)		(591.8)	%
Marina Bay Sands	Marina Bay Sands	319		112		184.8	%	Marina Bay Sands	432		319		35.4	%
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	$	209	$	244	(14.3)	%	Consolidated adjusted property EBITDA(1)	$	973	$	209	365.6	%

__________________________

(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~~our operations with those of ~~its~~our 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 June 30,
		2022		2021			2023		2022

		(In millions)					(In millions)
Consolidated adjusted property EBITDA	Consolidated adjusted property EBITDA	$	209	$	244	Consolidated adjusted property EBITDA	$	973	$	209

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)	(8)		(6)
Corporate	Corporate	(55)		(56)		Corporate	(60)		(55)
Pre-opening	Pre-opening	(3)		(4)		Pre-opening	(8)		(3)
Development	Development	(22)		(37)		Development	(54)		(22)
Depreciation and amortization	Depreciation and amortization	(256)		(258)		Depreciation and amortization	(288)		(256)
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	(4)		—
Operating loss		(147)		(139)
Operating income (loss)						Operating income (loss)	537		(147)
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	76		14
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(162)		(158)		Interest expense, net of amounts capitalized	(210)		(162)
Other income (expense)	Other income (expense)	(9)		10		Other income (expense)	14		(9)

Income tax (expense) benefit	Income tax (expense) benefit	(110)		6		Income tax (expense) benefit	(49)		(110)
Net loss from continuing operations		$	(414)	$	(280)
Net income (loss) from continuing operations						Net income (loss) from continuing operations	$	368	$	(414)

__________________________

(a)During the three months ended June 30, 2023 and 2022, ~~and 2021, the Company~~we recorded stock-based compensation expense of ~~$15~~$20 million and $7$15 million, respectively, of which $9$12 million and $4$9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations ~~decreased $242~~increased $651 million compared with the three months ended June 30, ~~2021,~~2022, primarily due to ~~decreases~~increases in casino, room, food and beverage and mall revenues ~~driven by decreased~~due to increased visitation at our Macao properties ~~as tighter border~~driven by the lift of most COVID-19 restrictions ~~were introduced as a result of increased positive COVID-19 cases~~ in ~~the region.~~late December 2022 and early January 2023.

Adjusted property EBITDA at Marina Bay Sands increased ~~$207~~$113 million compared to the three months ended June 30, ~~2021,~~2022, 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 pandemic-related ~~restrictions.~~restrictions in April 2022.

Interest Expense

The following table summarizes information related to interest expense:


		Three Months Ended June 30,							Three Months Ended June 30,
		2022			2021				2023			2022

		(Dollars in millions)							(Dollars in millions)
Interest cost	Interest cost	$	163		$	162		Interest cost	$	212		$	163

Less — capitalized interest	Less — capitalized interest	(1)			(4)			Less — capitalized interest	(2)			(1)
Interest expense, net	Interest expense, net	$	162		$	158		Interest expense, net	$	210		$	162

Weighted average total debt balance	Weighted average total debt balance	$	15,103		$	14,590		Weighted average total debt balance	$	15,562		$	15,103
Weighted average interest rate	Weighted average interest rate	4.3		%	4.4		%	Weighted average interest rate	5.4		%	4.3		%

Interest cost increased $1$49 million compared to the three months ended June 30, ~~2021,~~2022, primarily resulting from an increase in the weighted average interest rate from 4.3% to 5.4% during the three months ended June 30, 2023 when compared to the three months ended June 30, 2022. This is due to the increase in the underlying benchmark rates on our SCL Revolving Facility and 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. Interest cost was also impacted by an overall net increase in our weighted average total debt ~~balance primarily due~~balance.

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Other Factors Affecting Earnings

Interest income was $76 million for the three months ended June 30, 2023, compared to ~~$951~~$14 million ~~drawn on~~for the ~~SCL Revolving Facility during the twelve~~three months ended June 30, 2022. ~~The increase was partially offset by a decrease in our weighted average interest rate from 4.4% to 4.3%~~Interest income during the three months ended June 30, ~~2022. The decrease~~2023, was primarily attributable to $69 million in interest ~~cost was primarily due to~~income on money market funds and bank deposits driven by higher market interest rates. We also had$7 million in interest income on the ~~issuance~~seller financing loan provided in connection with the sale of the ~~2.300%, 2.850% and 3.250% SCL Senior Notes in September 2021, which carry a lower interest rate than the 4.600% SCL Senior Notes extinguished in September 2021.~~Las Vegas properties.

Other ~~Factors Affecting Earnings~~

~~Other~~income was $14 million for the three months ended June 30, 2023, compared to other expense ~~was~~of $9 million for the three months ended June 30, ~~2022, compared~~2022. Other income during the three months ended June 30, 2023, was primarily attributable to ~~other~~$9 million of foreign currency transaction gains driven by the U.S. dollar-denominated debt held by Sands China Ltd. (“SCL”) and $4 million of foreign currency transaction gains driven by U.S dollar-denominated intercompany debt held by Marina Bay Sands Pte. Ltd. (“MBS”).

Our income tax expense was $49 million on income before income taxes of ~~$10~~$417 million for the three months ended June 30, ~~2021. Other expense during the three months ended June 30, 2022, was primarily attributable to $15 million of foreign currency transaction losses driven by U.S. dollar denominated debt~~

~~Table of Contents~~

~~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 million on a loss before income taxes of $304 million for the three months ended June 30, 2022,~~2023, resulting in ~~a 36.2%~~an 11.8% effective income tax rate. This compares to a ~~(2.1)%~~36.2% effective income tax rate for the three months ended June 30, ~~2021.~~2022. The income tax expense for the three months ended June 30, ~~2022,~~2023, 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~~our estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.

We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities. We continued to benefit from this tax exemption through December 31, 2022. Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML,” a subsidiary of SCL) shareholders on dividend distributions paid from VML gaming profits. In December 2022, we requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate. We are evaluating the timing of an application for a new shareholder dividend tax agreement. There is no assurance either of these arrangements will be granted.

The net income attributable to our noncontrolling interests was $56 million for the three months ended June 30, 2023, compared to a net loss attributable to our noncontrolling interests ~~was~~of $127 million for the three months ended June 30, ~~2022, compared to $50 million for the three months ended June 30, 2021.~~2022. These amounts are related to the noncontrolling interest of SCL.

Six Months Ended June 30, ~~2022~~2023 Compared to the Six Months Ended June 30, ~~2021~~

~~Summary Financial Results~~

Our financial results were adversely impacted as a result of decreased visitation to our properties in Macao due to the COVID-19 Pandemic, as tighter border 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. See “COVID-19 Pandemic” for further information. Net revenues for the six months ended June 30, 2022 were $1.99 billion, compared to $2.37 billion for the six months ended June 30, 2021. Operating loss was $449 million for the six months ended June 30, 2022, compared to $235 million for the six months ended June 30, 2021. Net loss from continuing operations was $892 million for the six months ended June 30, 2022, compared to $560 million for the six months ended June 30, 2021.

Operating Revenues

Our net revenues consisted of the following:


		Six Months Ended June 30,							Six Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	1,336	$	1,708	(21.8)	%	Casino	$	3,403	$	1,336	154.7	%
Rooms	Rooms	192		211		(9.0)	%	Rooms	539		192		180.7	%
Food and beverage	Food and beverage	116		106		9.4	%	Food and beverage	267		116		130.2	%
Mall	Mall	297		304		(2.3)	%	Mall	334		297		12.5	%
Convention, retail and other	Convention, retail and other	47		40		17.5	%	Convention, retail and other	119		47		153.2	%
Total net revenues	Total net revenues	$	1,988	$	2,369	(16.1)	%	Total net revenues	$	4,662	$	1,988	134.5	%

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Consolidated net revenues were $4.66 billion for the six months ended June 30, 2023, an increase of $2.67 billion compared to $1.99 billion for the six months ended June 30, 2022, ~~a decrease~~due primarily to an increase of ~~$381 million compared to $2.37~~$1.98 billion ~~for the six months ended June 30, 2021, due to a decrease of $707 million~~ at our Macao ~~operations.~~operations. The ~~decrease~~increase at our Macao operations was due to ~~decreased~~increased visitation ~~compared to the six months ended June 30, 2021,~~ as ~~tighter border~~COVID-19 restrictions were ~~introduced as a result of increased positive COVID-19 cases~~lifted in Macao and the surrounding ~~region. The $326~~region in late December 2022 and early January 2023. In addition, a $694 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 pandemic-related ~~restrictions.~~restrictions in April 2022.

~~Table of Contents~~

Net casino revenues ~~decreased $372 million~~increased $2.07 billion compared to the six months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was driven by a ~~$614 million decrease~~$1.59 billion increase at our Macao operations due to ~~lower~~increased visitation across our properties resulting in ~~decreased~~increased table games and slot volumes. Casino revenues at Marina Bay Sands increased by ~~$242~~$474 million due to ~~increases~~increased table games and slot volumes. The lift of COVID-19 restrictions in ~~Rolling Chip volume~~Macao beginning in late December 2022 and ~~Non-Rolling Chip drop, driven by an increase~~elimination of restrictions in ~~play due~~April 2022 in Singapore led to ~~VTL~~increased visitation and ~~VTF programs~~table games and ~~loosened pandemic-related restrictions.~~slot volumes. The following table summarizes the results of our casino activity:


		Six Months Ended June 30,									Six Months Ended June 30,
		2022			2021			Change			2023			2022			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	$	969		$	248		290.7	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	968		$	1,907		(49.2)	%	Non-Rolling Chip drop	$	3,943		$	968		307.3	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	25.3		%	27.5		%	(2.2)	pts	Non-Rolling Chip win percentage	23.7		%	25.3		%	(1.6)	pts
Rolling Chip volume	Rolling Chip volume	$	984		$	2,740		(64.1)	%	Rolling Chip volume	$	2,346		$	984		138.4	%
Rolling Chip win percentage	Rolling Chip win percentage	3.65		%	4.70		%	(1.05)	pts	Rolling Chip win percentage	4.42		%	3.65		%	0.77	pts
Slot handle	Slot handle	$	677		$	1,013		(33.2)	%	Slot handle	$	2,380		$	677		251.6	%
Slot hold percentage	Slot hold percentage	3.7		%	3.8		%	(0.1)	pts	Slot hold percentage	4.3		%	3.7		%	0.6	pts
The Londoner Macao	The Londoner Macao									The Londoner Macao
Total net casino revenues	Total net casino revenues	$	121		$	224		(46.0)	%	Total net casino revenues	$	479		$	121		295.9	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	529		$	959		(44.8)	%	Non-Rolling Chip drop	$	2,252		$	529		325.7	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	22.5		%	21.3		%	1.2	pts	Non-Rolling Chip win percentage	21.0		%	22.5		%	(1.5)	pts
Rolling Chip volume	Rolling Chip volume	$	591		$	1,648		(64.1)	%	Rolling Chip volume	$	3,451		$	591		483.9	%
Rolling Chip win percentage	Rolling Chip win percentage	4.58		%	4.43		%	0.15	pts	Rolling Chip win percentage	2.54		%	4.58		%	(2.04)	pts
Slot handle	Slot handle	$	394		$	483		(18.4)	%	Slot handle	$	2,087		$	394		429.7	%
Slot hold percentage	Slot hold percentage	3.5		%	3.8		%	(0.3)	pts	Slot hold percentage	4.0		%	3.5		%	0.5	pts
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total net casino revenues	Total net casino revenues	$	75		$	128		(41.4)	%	Total net casino revenues	$	311		$	75		314.7	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	271		$	657		(58.8)	%	Non-Rolling Chip drop	$	1,360		$	271		401.8	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	24.5		%	21.7		%	2.8	pts	Non-Rolling Chip win percentage	20.9		%	24.5		%	(3.6)	pts
Rolling Chip volume	Rolling Chip volume	$	209		$	146		43.2	%	Rolling Chip volume	$	660		$	209		215.8	%
Rolling Chip win percentage	Rolling Chip win percentage	9.39		%	(0.53)		%	9.92	pts	Rolling Chip win percentage	7.35		%	9.39		%	(2.04)	pts
Slot handle	Slot handle	$	187		$	467		(60.0)	%	Slot handle	$	1,218		$	187		551.3	%
Slot hold percentage	Slot hold percentage	3.7		%	3.2		%	0.5	pts	Slot hold percentage	4.0		%	3.7		%	0.3	pts
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	$	93		$	189		(50.8)	%	Total net casino revenues	$	259		$	93		178.5	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	316		$	606		(47.9)	%	Non-Rolling Chip drop	$	993		$	316		214.2	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	26.1		%	22.5		%	3.6	pts	Non-Rolling Chip win percentage	25.8		%	26.1		%	(0.3)	pts
Rolling Chip volume	Rolling Chip volume	$	1,063		$	1,965		(45.9)	%	Rolling Chip volume	$	2,405		$	1,063		126.2	%
Rolling Chip win percentage	Rolling Chip win percentage	4.03		%	5.52		%	(1.49)	pts	Rolling Chip win percentage	3.87		%	4.03		%	(0.16)	pts
Slot handle	Slot handle	$	12		$	22		(45.5)	%	Slot handle	$	74		$	12		516.7	%
Slot hold percentage	Slot hold percentage	8.0		%	4.8		%	3.2	pts	Slot hold percentage	6.9		%	8.0		%	(1.1)	pts

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Six Months Ended June 30,
2022 2021 Change
(Dollars in millions)
Sands Macao
Total net casino revenues $ 31 $ 68 (54.4) %
Non-Rolling Chip drop $ 134 $ 253 (47.0) %
Non-Rolling Chip win percentage 18.6 % 16.1 % 2.5 pts
Rolling Chip volume $ 146 $ 816 (82.1) %
Rolling Chip win percentage 4.65 % 5.22 % (0.57) pts
Slot handle $ 244 $ 319 (23.5) %
Slot hold percentage 3.0 % 3.4 % (0.4) pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 768 $ 526 46.0 %
Non-Rolling Chip drop $ 1,932 $ 1,227 57.5 %
Non-Rolling Chip win percentage 18.2 % 18.6 % (0.4) pts
Rolling Chip volume $ 7,293 $ 2,123 243.5 %
Rolling Chip win percentage 4.03 % 5.83 % (1.80) pts
Slot handle $ 7,372 $ 6,910 6.7 %
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

~~__________________________~~

~~(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.~~


	Six Months Ended June 30,
	2023			2022			Change

	(Dollars in millions)
Sands Macao
Total net casino revenues	$	143		$	31		361.3	%
Non-Rolling Chip drop	$	751		$	134		460.4	%
Non-Rolling Chip win percentage	17.4		%	18.6		%	(1.2)	pts
Rolling Chip volume	$	66		$	146		(54.8)	%
Rolling Chip win percentage	5.17		%	4.65		%	0.52	pts
Slot handle	$	904		$	244		270.5	%
Slot hold percentage	3.2		%	3.0		%	0.2	pts

Singapore Operations:
Marina Bay Sands
Total net casino revenues	$	1,242		$	768		61.7	%
Non-Rolling Chip drop	$	3,546		$	1,932		83.5	%
Non-Rolling Chip win percentage	18.5		%	18.2		%	0.3	pts
Rolling Chip volume	$	13,088		$	7,293		79.5	%
Rolling Chip win percentage	3.30		%	4.03		%	(0.73)	pts
Slot handle	$	11,562		$	7,372		56.8	%
Slot hold percentage	4.1		%	4.3		%	(0.2)	pts

4437

Table of Contents

Room revenues ~~decreased $19~~increased $347 million compared to the six months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was ~~primarily~~ due to ~~decreased~~increases of $240 million and $107 million at our Macao operations and Marina Bay Sands, respectively, due to 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 as pandemic-related restrictions were lifted in Macao beginning in December 2022 and eliminated in Singapore in April 2022. The following table summarizes the results of our room activity:


		Six Months Ended June 30,									Six Months Ended June 30,
		2022			2021			Change			2023			2022			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	$	87		$	28		210.7	%
Occupancy rate	Occupancy rate	39.9		%	52.9		%	(13.0)	pts	Occupancy rate	90.4		%	39.9		%	50.5	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	146		$	158		(7.6)	%	Average daily room rate (ADR)	$	208		$	146		42.5	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	58		$	84		(31.0)	%	Revenue per available room (RevPAR)	$	188		$	58		224.1	%
The Londoner Macao	The Londoner Macao									The Londoner Macao
Total room revenues	Total room revenues	$	33		$	47		(29.8)	%	Total room revenues	$	135		$	33		309.1	%
Occupancy rate	Occupancy rate	26.5		%	40.4		%	(13.9)	pts	Occupancy rate	64.1		%	26.5		%	37.6	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	146		$	160		(8.8)	%	Average daily room rate (ADR)	$	209		$	146		43.2	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	39		$	65		(40.0)	%	Revenue per available room (RevPAR)	$	134		$	39		243.6	%
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total room revenues	Total room revenues	$	18		$	29		(37.9)	%	Total room revenues	$	63		$	18		250.0	%
Occupancy rate	Occupancy rate	39.2		%	52.6		%	(13.4)	pts	Occupancy rate	87.9		%	39.2		%	48.7	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	110		$	119		(7.6)	%	Average daily room rate (ADR)	$	156		$	110		41.8	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	43		$	62		(30.6)	%	Revenue per available room (RevPAR)	$	137		$	43		218.6	%
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	$	45		$	15		200.0	%
Occupancy rate	Occupancy rate	29.5		%	46.1		%	(16.6)	pts	Occupancy rate	75.7		%	29.5		%	46.2	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	429		$	439		(2.3)	%	Average daily room rate (ADR)	$	501		$	429		16.8	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	127		$	202		(37.1)	%	Revenue per available room (RevPAR)	$	379		$	127		198.4	%
Sands Macao	Sands Macao									Sands Macao
Total room revenues	Total room revenues	$	4		$	5		(20.0)	%	Total room revenues	$	8		$	4		100.0	%
Occupancy rate	Occupancy rate	56.9		%	71.3		%	(14.4)	pts	Occupancy rate	92.8		%	56.9		%	35.9	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	132		$	140		(5.7)	%	Average daily room rate (ADR)	$	168		$	132		27.3	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	75		$	100		(25.0)	%	Revenue per available room (RevPAR)	$	156		$	75		108.0	%
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	$	201		$	94		113.8	%
Occupancy rate	Occupancy rate	88.9		%	65.4		%	23.5	pts	Occupancy rate	97.3		%	88.9		%	8.4	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	296		$	224		32.1	%	Average daily room rate (ADR)	$	596		$	296		101.4	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	263		$	147		78.9	%	Revenue per available room (RevPAR)	$	579		$	263		120.2	%
U.S. Operations:
Las Vegas Operating Properties(2)
Total room revenues		$	78		$	152		(48.7)	%
Occupancy rate		84.6		%	65.0		%	19.6	pts
Average daily room rate (ADR)		$	247		$	194		27.3	%
Revenue per available room (RevPAR)		$	209		$	126		65.9	%

__________________________

(1)During the six months ended June 30, 2023 and 2022, approximately ~~500~~2,000 and 2,100 rooms, respectively, were ~~under construction~~available for ~~renovation purposes.~~use.

~~(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.~~

~~Table of Contents~~

Food and beverage revenues increased ~~$10~~$151 million compared to the six months ended June 30, ~~2021.~~2022. The increase was due to ~~a $22~~increases of $84 million ~~increase~~and $67 million at Marina Bay Sands and our Macao operations, respectively, driven by new outlets and increased business volume at food and beverage outlets ~~at Marina Bay Sands, partially offset by a $12 million decrease at our Macao~~and banquet operations.

Table of Contents

Mall revenues ~~decreased $7~~increased $37 million compared to the six months ended June 30, ~~2021.~~2022. The ~~decrease~~increase of $31 million in our Macao operation was ~~primarily~~driven by a $40 million increase due to ~~decreases of $8 million~~a decrease in rents concessions and an increase in overage rent, ~~and $7 million in base rent, and a $6 million government grant provided by the Singapore government in Q2 2021,~~ partially offset by a ~~$13~~$10 million decrease in ~~rent concessions granted to our mall tenants~~base rent. The $6 million increase at Marina Bay Sands was driven by a $5 million increase in ~~Singapore.~~base and overage rents.


		Six Months Ended June 30,(1)									Six Months Ended June 30,(1)
		2022			2021			Change			2023			2022			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	$	103		$	85		21.2	%
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)	818,684			814,720			0.5	%
Occupancy	Occupancy	75.1		%	79.2		%	(4.1)	pts	Occupancy	79.5		%	75.1		%	4.4	pts
Base rent per square foot	Base rent per square foot	$	299		$	297		0.7	%	Base rent per square foot	$	271		$	299		(9.4)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	1,169		$	1,227		(4.7)	%	Tenant sales per square foot(2)	$	1,430		$	1,169		22.3	%
Shoppes at Londoner	Shoppes at Londoner									Shoppes at Londoner
Total mall revenues	Total mall revenues	$	26		$	29		(10.3)	%	Total mall revenues	$	30		$	26		15.4	%
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)	610,273			605,429			0.8	%
Occupancy	Occupancy	58.3		%	60.9		%	(2.6)	pts	Occupancy	53.3		%	58.3		%	(5.0)	pts
Base rent per square foot	Base rent per square foot	$	141		$	136		3.7	%	Base rent per square foot	$	147		$	141		4.3	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	1,407		$	1,058		33.0	%	Tenant sales per square foot(2)	$	1,355		$	1,407		(3.7)	%
Shoppes at Parisian	Shoppes at Parisian									Shoppes at Parisian
Total mall revenues	Total mall revenues	$	15		$	20		(25.0)	%	Total mall revenues	$	16		$	15		6.7	%
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)	296,371			296,322			—	%
Occupancy	Occupancy	73.2		%	78.1		%	(4.9)	pts	Occupancy	63.9		%	73.2		%	(9.3)	pts
Base rent per square foot	Base rent per square foot	$	129		$	147		(12.2)	%	Base rent per square foot	$	115		$	129		(10.9)	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	475		$	593		(19.9)	%	Tenant sales per square foot(2)	$	541		$	475		13.9	%
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	$	75		$	67		11.9	%
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)	248,814			248,663			0.1	%
Occupancy	Occupancy	94.4		%	93.9		%	0.5	pts	Occupancy	87.4		%	94.4		%	(7.0)	pts
Base rent per square foot	Base rent per square foot	$	544		$	548		(0.7)	%	Base rent per square foot	$	590		$	544		8.5	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	5,139		$	5,389		(4.6)	%	Tenant sales per square foot(2)	$	5,825		$	5,139		13.3	%
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	$	110		$	104		5.8	%
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)	617,119			622,038			(0.8)	%
Occupancy	Occupancy	99.7		%	98.2		%	1.5	pts	Occupancy	100.0		%	99.7		%	0.3	pts
Base rent per square foot	Base rent per square foot	$	277		$	267		3.7	%	Base rent per square foot	$	311		$	277		12.3	%
Tenant sales per square foot(2)	Tenant sales per square foot(2)	$	2,051		$	1,366		50.1	%	Tenant sales per square foot(2)	$	2,912		$	2,051		42.0	%

__________________________

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

~~Table of Contents~~

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, ~~2022~~2023 and ~~2021,~~2022, they are identical to the summary presented herein for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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.

Table of Contents

Convention, retail and other revenues increased $7$72 million compared to the six months ended June 30, ~~2021,~~2022, due primarily to ~~a $13~~increases of $49 million ~~increase~~and $23 million at our Macao operations and Marina Bay Sands, ~~partially offset~~respectively, driven by ~~a $6~~increases of $24 million ~~decrease at our Macao operations.~~in ferry operations due to the resumption of ferry services in January 2023, $15 million in convention revenue, $13 million in retail and other operating revenues (e.g. limo and spa), and $10 million in entertainment revenue.

Operating Expenses

Our operating expenses consisted of the following:


		Six Months Ended June 30,							Six Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Casino	Casino	$	913	$	1,152	(20.7)	%	Casino	$	1,908	$	913	109.0	%
Rooms	Rooms	84		84		—	%	Rooms	127		84		51.2	%
Food and beverage	Food and beverage	138		131		5.3	%	Food and beverage	221		138		60.1	%
Mall	Mall	37		31		19.4	%	Mall	42		37		13.5	%
Convention, retail and other	Convention, retail and other	46		41		12.2	%	Convention, retail and other	89		46		93.5	%
Provision for credit losses		6		6		—	%
Provision for (recovery of) credit losses								Provision for (recovery of) credit losses	(1)		6		(116.7)	%
General and administrative	General and administrative	456		444		2.7	%	General and administrative	530		456		16.2	%
Corporate	Corporate	114		105		8.6	%	Corporate	117		114		2.6	%
Pre-opening	Pre-opening	7		9		(22.2)	%	Pre-opening	10		7		42.9	%
Development	Development	82		46		78.3	%	Development	96		82		17.1	%
Depreciation and amortization	Depreciation and amortization	520		513		1.4	%	Depreciation and amortization	562		520		8.1	%
Amortization of leasehold interests in land	Amortization of leasehold interests in land	28		28		—	%	Amortization of leasehold interests in land	28		28		—	%
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	18		6		200.0	%
Total operating expenses	Total operating expenses	$	2,437	$	2,604	(6.4)	%	Total operating expenses	$	3,747	$	2,437	53.8	%

Operating expenses were $3.75 billion for the six months ended June 30, 2023, an increase of $1.31 billion compared to $2.44 billion for the six months ended June 30, ~~2022, a decrease of $167 million compared to $2.60 billion for the six months ended June 30, 2021.~~2022. The ~~decrease~~increase was primarily driven by a ~~$239~~$995 million increase in casino expenses.

Casino expenses ~~decreased $239~~increased $995 million compared to the six months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was primarily attributable to ~~a decrease~~increases of ~~$233~~$771 million and $129 million in gaming ~~taxes. The $614 million decrease in casino revenue~~taxes at our Macao ~~operating properties is subject to a 39% tax rate, whereas the $242 increase in casino revenue at~~operations and Marina Bay Sands, ~~is subject to~~respectively, consistent with increased casino revenues, increases in gaming taxes of 1% in Macao and 3% in Singapore, and a ~~lower~~1% increase in value added tax ~~rate.~~in Singapore.

~~Food and beverage~~Room expensesincreased $7$43 million compared to the six months ended June 30, ~~2021.~~2023. The increase was due to ~~an increase~~increases of ~~$12~~$29 million ~~at Marina Bay Sands, due to the increased business volume at food outlets~~ and ~~banquets, partially offset by a decrease of $5~~$14 million at our Macao ~~operations.~~operations and Marina Bay Sands, respectively, consistent with increased occupancy.

~~Convention, retail~~Food and ~~other~~beverage expensesincreased $5$83 million compared to the six months ended June 30, ~~2021, primarily driven by an $6~~2022. The increase was due to increases of $58 million ~~increase~~and $25 million at Marina Bay Sands ~~partially offset~~and our Macao operations, respectively, driven by ~~a $2 million decrease in ferry expenses resulting from decreases in operating~~increased business volume at food outlets and ~~maintenance costs as ferries were under dry dock.~~banquets operations.

~~General~~Convention, retail and ~~administrative~~other expenses increased ~~$12~~$43 million compared to the six months ended June 30, ~~2021. The increase was primarily~~2022, due to ~~an increase~~increases of ~~$19~~$33 million ~~at Marina Bay Sands, partially offset by a decrease of $7~~and $10 million at our Macao ~~operations. The increase at~~operations and Marina Bay Sands, ~~was~~respectively. The increases were primarily ~~driven by~~due to increases of $16 million in ~~marketing, payroll and property operations costs. The decrease at our Macao operations was primarily driven by decreased marketing and property operations costs.~~

~~Corporate~~ferry operation expenses ~~increased $9 million compared~~due to the toresumption of ferry services in January 2023, $8 million in entertainment expenses, $4 million in convention expenses, $3 million in limo expenses and $1 million in retail expenses.

Recovery of credit losses was $1 million for the six months ended June 30, ~~2021, primarily due~~2023, compared to a $4provision for credit losses of $6 million ~~increase in corporate payroll and related costs and $4 million in travel and related costs during~~for the six months ended June 30, 2022. The $7 million decrease was primarily driven by collections of Macao casino receivables that were fully reserved. The amount of this provision can vary 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 the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

4740

Table of Contents

General and administrative expenses increased $74 million compared to the six months ended June 30, 2022. The increase was primarily due to increases of $48 million and $26 million at Marina Bay Sands and our Macao operations, respectively, driven by increases in payroll and marketing costs, utilities and property taxes.

Development expenses were $96 million for the six months ended June 30, 2023, compared to $82 million for the six months ended June 30, ~~2022, compared to $46 million for the six months ended June 30, 2021.~~2022. During the six months ended June 30, ~~2022,~~2023, the costs were associated with our evaluation and pursuit of new business opportunities primarily in ~~Florida and~~New York, Texas and digital gaming related efforts. Development costs are expensed as incurred.

Depreciation and amortization increased $42 million compared to the three months ended June 30, 2022. The increase was primarily due to a $35 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter.

Loss on disposal or impairment of assets ~~decreased $8~~was $18 million ~~compared to~~for the six months ended June 30, ~~2021,~~2023, compared to $6 million for the six months ended June 30, 2022. The losses incurred for the six months ended June 30, 2023 were primarily due to $10 million in demolition costs related to renovations at Marina Bay Sands and $7 million in disposals and demolition costs at our Macao operations. The losses incurred for the six months ended June 30, 2022 were primarily due to asset disposals related to aircraft parts of $4 million and asset disposal and demolition costs, primarily at The Londoner Macao, The Venetian Macao and Sands Macao, as well as at our Corporate offices. The losses incurred for the six months ended June 30, 2021 were primarily due to asset disposals and demolition costs related to ~~The Londoner Macao.~~asset disposals related to aircraft parts.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:


		Six Months Ended June 30,							Six Months Ended June 30,
		2022		2021		Percent Change			2023		2022		Percent Change

		(Dollars in millions)							(Dollars in millions)
Macao:	Macao:							Macao:
The Venetian Macao	The Venetian Macao	$	(2)	$	190	(101.1)	%	The Venetian Macao	$	462	$	(2)	(23,200.0)	%
The Londoner Macao	The Londoner Macao	(87)		(28)		210.7	%	The Londoner Macao	159		(87)		(282.8)	%
The Parisian Macao	The Parisian Macao	(40)		(8)		400.0	%	The Parisian Macao	120		(40)		(400.0)	%
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	166		49		238.8	%
Sands Macao	Sands Macao	(39)		(31)		25.8	%	Sands Macao	25		(39)		(164.1)	%
Ferry Operations and Other	Ferry Operations and Other	(2)		(5)		(60.0)	%	Ferry Operations and Other	7		(2)		(450.0)	%
		(121)		232		(152.2)	%		939		(121)		(876.0)	%
Marina Bay Sands	Marina Bay Sands	440		256		71.9	%	Marina Bay Sands	826		440		87.7	%
Consolidated adjusted property EBITDA(1)	Consolidated adjusted property EBITDA(1)	$	319	$	488	(34.6)	%	Consolidated adjusted property EBITDA(1)	$	1,765	$	319	453.3	%

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

____________________

4841

Table of Contents

Six Months Ended June 30,
2022 2021
(In millions)
Consolidated adjusted property EBITDA $ 319 $ 488
Other Operating Costs and Expenses
Stock-based compensation(a)
(11) (8)
Corporate (114) (105)
Pre-opening (7) (9)
Development (82) (46)
Depreciation and amortization (520) (513)
Amortization of leasehold interests in land (28) (28)
Loss on disposal or impairment of assets (6) (14)
Operating loss (449) (235)
Other Non-Operating Costs and Expenses
Interest income 18 2
Interest expense, net of amounts capitalized (318) (312)
Other expense (31) (7)
Income tax expense (112) (8)
Net loss from continuing operations $ (892) $ (560)


	Six Months Ended June 30,
	2023		2022

	(In millions)
Consolidated adjusted property EBITDA	$	1,765	$	319

Other Operating Costs and Expenses
Stock-based compensation(a)	(19)		(11)
Corporate	(117)		(114)
Pre-opening	(10)		(7)
Development	(96)		(82)
Depreciation and amortization	(562)		(520)
Amortization of leasehold interests in land	(28)		(28)
Loss on disposal or impairment of assets	(18)		(6)
Operating income (loss)	915		(449)
Other Non-Operating Costs and Expenses
Interest income	146		18
Interest expense, net of amounts capitalized	(428)		(318)
Other expense	(21)		(31)

Income tax expense	(99)		(112)
Net income (loss) from continuing operations	$	513	$	(892)

____________________

(a)During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded stock-based compensation expense of ~~$29~~$42 million and ~~$14~~$29 million, respectively, of which ~~$18~~$23 million and $6$18 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~~increased $1.06 billion compared to the six months ended June 30, 2022, primarily due to increased casino, mall and room operations driven by increased visitation at our properties due to the lift of COVID-19 restrictions in late December 2022 and early January 2023.

Adjusted property EBITDA at Marina Bay Sands increased $386 million compared to the six months ended June 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 million compared to the six months ended June 30, 2021.~~2022. 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 million compared~~due to the ~~six months ended June 30, 2021. The increase was primarily due to increased casino~~reopening of borders and ~~room operations driven by increased visitation to the property as capacity limits,~~elimination of most pandemic-related restrictions ~~on large gatherings and other restrictions were lifted, effective June 1, 2021, and the Las Vegas Operating Properties operated under pre-pandemic guidelines.~~

in April 2022.

~~Table of Contents~~

Interest Expense

The following table summarizes information related to interest expense:


		Six Months Ended June 30,							Six Months Ended June 30,
		2022			2021				2023			2022

		(Dollars in millions)							(Dollars in millions)
Interest cost	Interest cost	$	320		$	320		Interest cost	$	431		$	320

Less — capitalized interest	Less — capitalized interest	(2)			(8)			Less — capitalized interest	(3)			(2)
Interest expense, net	Interest expense, net	$	318		$	312		Interest expense, net	$	428		$	318

Weighted average total debt balance	Weighted average total debt balance	$	15,029		$	14,466		Weighted average total debt balance	$	15,824		$	15,029
Weighted average interest rate	Weighted average interest rate	4.3		%	4.4		%	Weighted average interest rate	5.4		%	4.3		%

Interest cost ~~was flat~~increased $111 million compared to the six months ended June 30, ~~2021. The~~2022, primarily resulting from an increase in the weighted average interest rate ~~decreased~~ from ~~4.4%~~4.3% to ~~4.3%~~5.4% during the six months ended June 30, ~~2022, primarily~~2023 when compared to the six months ended June 30, 2022. This is due to the ~~extinguishment~~increase in the underlying benchmark rate on our SCL Revolving Facility and our Singapore Credit Facility, and the increase in interest rates on the SCL senior notes as a result of the ~~SCL 4.600% senior notes~~credit rating downgrade to BB+ by S&P in ~~Q3 2021.~~February 2022, and by Fitch in June 2022. Interest cost was also impacted by an overall net increase in our weighted average total debt balance.

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Other Factors Affecting Earnings

Interest income was $146 million for the six months ended June 30, 2023, compared to $18 million for the six months ended June 30, 2022. Interest income during the six months ended June 30, 2023 was primarily attributable to $131 million in interest income on money market funds and bank deposits driven by 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 properties.

Other expense was $21 million for the six months ended June 30, 2023, compared to $31 million for the six months ended June 30, ~~2022, compared to other expense of $7 million for the six months ended June 30, 2021.~~2022. Other expense during the six months ended June 30, ~~2022,~~2023, was primarily attributable to ~~$37~~$35 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.~~at MBS.

Our income tax expense was ~~$112~~$99 million on ~~a loss~~income before income taxes of ~~$780~~$612 million for the six months ended June 30, ~~2022,~~2023, resulting in a ~~14.4%~~ 16.2%effective income tax rate. This compares to a ~~1.4%~~14.4% effective income tax rate for the six months ended June 30, ~~2021.~~2022. The income tax expense for the six months ended June 30, ~~2022,~~2023, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations. Our operations ~~and~~in Macao are subject to a ~~zero percent~~12% statutory income tax rate, onbut in connection with the 35% gaming tax, our subsidiaries in Macao ~~gaming operations due to our~~and their peers received an income tax exemption ~~in Macao. Our U.S.~~on gaming operations ~~recorded tax benefits associated with the pre-tax book losses, primarily related to U.S. corporate and interest expense incurred during the six months ended June 30,~~through December 31, 2022. Our income tax expense is based on ~~the Company’s~~our estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting ~~guidance.~~guidelines.

The net income attributable to our noncontrolling interests was $54 million for the six months ended June 30, 2023, compared to a net loss attributable to our noncontrolling interests ~~was~~of $228 million for the six months ended June 30, ~~2022, compared to $114 million for the six months ended June 30, 2021.~~2022. These amounts were primarily related to the noncontrolling interest of SCL.

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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.

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.

~~Table of Contents~~

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, ~~2022~~2023 and ~~2021:~~2022:


		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, 2023													For the three months ended June 30, 2023
Mall revenues:													Mall revenues:
Minimum rents(1)													Minimum rents(1)	$	40	$	31	$	8	$	4	$	39
Overage rents													Overage rents	4		5		4		2		10

CAM, levies and direct recoveries													CAM, levies and direct recoveries	8		3		4		2		8
Total mall revenues													Total mall revenues	52		39		16		8		57
Mall operating expenses:													Mall operating expenses:
Common area maintenance													Common area maintenance	4		1		2		1		5
Marketing and other direct operating expenses													Marketing and other direct operating expenses	2		2		1		1		1
Mall operating expenses													Mall operating expenses	6		3		3		2		6
Property taxes(3)													Property taxes(3)	1		—		—		—		2

Mall-related expenses~~(5)~~(4)													Mall-related expenses~~(5)~~(4)	$	7	$	3	$	3	$	2	$	8
For the three months ended June 30, 2022	For the three months ended June 30, 2022												For the three months ended June 30, 2022
Mall revenues:	Mall revenues:												Mall revenues:
Minimum rents(1)	Minimum rents(1)	$	44	$	31	$	8	$	7	$	36		Minimum rents(1)	$	44	$	31	$	8	$	7	$	36
Overage rents	Overage rents	—		1		2		—		9			Overage rents	—		1		2		—		9
Rent concessions(2)	Rent concessions(2)	(11)		(1)		—		(2)		2			Rent concessions(2)	(11)		(1)		—		(2)		2

Total overage rents and rent concessions		(11)		—		2		(2)		11

CAM, levies and direct recoveries	CAM, levies and direct recoveries	8		2		2		2		8			CAM, levies and direct recoveries	8		2		2		2		8
Total mall revenues	Total mall revenues	41		33		12		7		55			Total mall revenues	41		33		12		7		55
Mall operating expenses:	Mall operating expenses:												Mall operating expenses:
Common area maintenance	Common area maintenance	3		1		2		1		5			Common area maintenance	3		1		2		1		5
Marketing and other direct operating expenses	Marketing and other direct operating expenses	2		1		1		1		2			Marketing and other direct operating expenses	2		1		1		1		2
Mall operating expenses	Mall operating expenses	5		2		3		2		7			Mall operating expenses	5		2		3		2		7
Property taxes(4)		1		—		—		—		1
Property taxes(3)													Property taxes(3)	1		—		—		—		1

Mall-related expenses~~(5)~~(4)		$	6	$	2	$	3	$	2	$	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
Mall revenues:
Minimum rents(1)		$	88	$	61	$	15	$	13	$	73
Overage rents		1		2		6		1		16
Rent concessions(2)		(19)		(1)		(1)		(3)		—

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

Mall-related expenses(5)		$	11	$	5	$	5	$	4	$	14
Mall-related expenses(4)													Mall-related expenses(4)	$	6	$	2	$	3	$	2	$	8

5144

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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 six months ended June 30, 2023													For the six months ended June 30, 2023
Mall revenues:	Mall revenues:												Mall revenues:
Minimum rents(1)	Minimum rents(1)	$	91	$	61	$	14	$	16	$	72		Minimum rents(1)	$	81	$	61	$	16	$	9	$	77
Overage rents	Overage rents	6		8		10		2		8			Overage rents	7		9		7		3		17
Rent concessions(2)		(17)		(1)		(2)		(3)		(13)
Other(3)		—		—		—		—		6
Total overage rents, rent concessions and other		(11)		7		8		(1)		1

CAM, levies and direct recoveries	CAM, levies and direct recoveries	15		5		7		5		13			CAM, levies and direct recoveries	15		5		7		4		16
Total mall revenues	Total mall revenues	95		73		29		20		86			Total mall revenues	103		75		30		16		110
Mall operating expenses:	Mall operating expenses:												Mall operating expenses:
Common area maintenance	Common area maintenance	6		3		4		2		8			Common area maintenance	7		2		4		2		11
Marketing and other direct operating expenses	Marketing and other direct operating expenses	3		1		1		1		3			Marketing and other direct operating expenses	5		5		2		2		2
Mall operating expenses	Mall operating expenses	9		4		5		3		11			Mall operating expenses	12		7		6		4		13
Property taxes~~(4)~~(3)	Property taxes~~(4)~~(3)	1		—		—		—		3			Property taxes~~(4)~~(3)	1		—		—		—		3
Provision for (recovery of) credit losses		(1)		—		—		3		—

Mall-related expenses~~(5)~~(4)	Mall-related expenses~~(5)~~(4)	$	9	$	4	$	5	$	6	$	14		Mall-related expenses~~(5)~~(4)	$	13	$	7	$	6	$	4	$	16
For the six months ended June 30, 2022													For the six months ended June 30, 2022
Mall revenues:													Mall revenues:
Minimum rents(1)													Minimum rents(1)	$	88	$	61	$	15	$	13	$	73
Overage rents													Overage rents	1		2		6		1		16
Rent concessions(2)													Rent concessions(2)	(19)		(1)		(1)		(3)		—

CAM, levies and direct recoveries													CAM, levies and direct recoveries	15		5		6		4		15
Total mall revenues													Total mall revenues	85		67		26		15		104
Mall operating expenses:													Mall operating expenses:
Common area maintenance													Common area maintenance	6		2		3		2		9
Marketing and other direct operating expenses													Marketing and other direct operating expenses	4		3		2		2		3
Mall operating expenses													Mall operating expenses	10		5		5		4		12
Property taxes(3)													Property taxes(3)	1		—		—		—		2

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

____________________

Note: ~~These tables exclude~~This table excludes the results of our ~~mall operations~~retail outlets 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~~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)~~(4)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.

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

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mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

~~Table of Contents~~

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~~New York

On June 2, 2023, we paid $241 million to acquire Nassau Live Center, LLC and related entities (the “Nassau Coliseum”), the owners and operators of an entertainment arena in the State of New York. The ~~Londoner Macao is~~purchase of the ~~result~~Nassau Coliseum, which continues to operate following the closing of ~~our renovation, expansion and rebranding of Sands Cotai Central, which~~the sale, primarily 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 asfixed assets related to the ~~Houses of Parliament~~arena 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 andright to lease 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, borrowingsunderlying land from the ~~2018 SCL Credit Facility~~owner, the County of Nassau in the State of New York. We purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and ~~surplus from operating cash flows.~~operate an Integrated Resort. There is no assurance we will be able to obtain such casino license.

Singapore

In April 2019, our wholly owned subsidiary, ~~Marina Bay Sands Pte. Ltd. (“MBS”)~~MBS and the ~~Singapore Tourism Board (the “STB”)~~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~~luxury 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 minimum project cost of approximately ~~SGD~~ 4.50 billion ~~(approximately $3.23~~Singapore dollars (“SGD,” approximately $3.32 billion at exchange rates in effect on June 30, ~~2022), which investment must be completed within eight years from the effective date~~2023). The estimated cost and timing of the ~~agreement.~~ total project will be updated as we complete design and begin construction. We expect the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors. We have incurred approximately $1.07 billion as of June 30, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On March ~~30, 2022,~~22, 2023, MBS and the STB entered into a ~~letter~~supplemental agreement (the ~~“Letter~~“Supplemental Agreement”) ~~that amends~~, which further extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement. The Letter Agreement 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. WeAs noted above, we are in the process of completing the design and reviewing the budget and timing of the MBS expansion ~~based on the impact of the COVID-19 Pandemic and other~~due to various 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 are also ~~began~~accomplishing the approximately $1.0 billion renovation of Marina Bay Sands, which ~~is expected to~~will 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.~~Project and is expected to be completed by the end of 2023.

Macao

Under the Concession, we are required to invest a minimum of 30.24 billion patacas (approximately $3.75 billion at exchange rates in effect on June 30, 2023) in certain gaming and non-gaming projects in Macao by December 2032. The specific investments to be carried out are determined annually by VML and proposed to the Macao government for approval. These investments will be in connection with, among others, attracting

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international visitors to Macao, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao’s position as a city of gastronomy, and increasing community and maritime tourism. We expect to invest 27.80 billion patacas (approximately $3.44 billion at exchange rates in effect on June 30, 2023) in non-gaming projects. VML submitted the list of investments and projects it intends to carry out in 2023 to the Macao government on March 31, 2023, which has been approved by the Macao government.

Other

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

~~Table of Contents~~

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022

		(In millions)					(In millions)
Net cash used in operating activities from continuing operations		$	(690)	$	(105)
Net cash generated from (used in) operating activities from continuing operations						Net cash generated from (used in) operating activities from continuing operations	$	1,382	$	(690)
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	(362)		(335)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	6		6		Proceeds from disposal of property and equipment	—		6
Acquisition of intangible assets and other	Acquisition of intangible assets and other	(103)		—		Acquisition of intangible assets and other	(239)		(103)

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	(601)		(432)
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	3		—
Tax withholding on vesting of equity awards	Tax withholding on vesting of equity awards	(1)		—		Tax withholding on vesting of equity awards	(1)		(1)

Proceeds from long-term debt	Proceeds from long-term debt	700		505		Proceeds from long-term debt	—		700
Repayments on long-term debt	Repayments on long-term debt	(35)		(34)		Repayments on long-term debt	(1,287)		(35)
Payments of financing costs	Payments of financing costs	(9)		(8)		Payments of financing costs	(1)		(9)

Other						Other	(21)		—
Transactions with discontinued operations	Transactions with discontinued operations	5,032		50		Transactions with discontinued operations	—		5,032
Net cash generated from financing activities from continuing operations		5,687		532
Net cash generated from (used in) financing activities from continuing operations						Net cash generated from (used in) financing activities from continuing operations	$	(1,307)	$	5,687

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 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. Net cash used in~~interest payments. Cash flows from operating activities for the six months ended June 30, ~~2022,~~2023, increased ~~$585 million~~$2.07 billion as compared to the six months ended June 30, ~~2021.~~2022. The ~~increased~~increase in cash ~~used for~~generated from operations was primarily due to our Macao and Singapore 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 2022. This cash usage was partially offsetincome driven by ~~operating cash flows provided by MBS due to~~ the acceleration of visitation and the elimination of most pandemic-related restrictions in Singapore, ~~over the course~~beginning in April 2022, and in Macao, beginning in late December 2022, and increased working capital associated with gaming liabilities.

Table of ~~the second quarter of 2022.~~Contents

Cash Flows — Investing Activities

Capital expenditures for the six months ended June 30, 2023, totaled $362 million. Included in this amount was $259 millionfor construction activities at Marina Bay Sands in Singapore and $80 million for construction and development activities in Macao, which consisted of $45 million for The Londoner Macao, $28 million for The Venetian Macao,$4 million for The Plaza Macao and Four Seasons Macao, $2 million for Sands Macao and $1 million for The Parisian Macao. Additionally, this amount included $23 million for corporate and other costs.

Included in net cash flows from investing activities was a payment of $221 million related to the purchase of the Nassau Coliseum.

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

54Cash Flows — Financing Activities

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~~Capital expenditures~~Net cash flows used in financing activities were $1.31 billion for the six months ended June 30, ~~2021, totaled $448 million. Included~~2023, which was primarily attributable to $1.29 billion in ~~this amount was $397~~repayments on long-term debt primarily related to the repayment on the SCL revolving facility of $1.20 billion and $21 million ~~for construction and development activities~~ in Macao, which consisted primarily of $347 million for The Londoner Macao, $38 million for The Venetian Macao and $6 million for The Plaza Macao and Four Seasons Macao. Additionally, this amount included $50 million at Marina Bay Sands in Singapore.

~~Cash Flows — Financing Activities~~other financial liability payments.

Net cash flows generated from financing activities were $5.69 billion for the six months ended June 30, 2022, which was primarily attributable to the net proceeds ~~received~~ from the sale of the Las Vegas ~~Operating Properties~~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 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.~~sale.

~~Net cash flows generated from financing activities were $532 million for the six months ended June 30, 2021, which was primarily attributable to the proceeds of $505 millionreceived from the drawdown of our SCL revolving facility.~~

~~Cash Flows — Discontinued Operations~~

Cash flows for discontinued operations for the six months ended June 30, 2022, were primarily attributable to $4.89 billion in net proceeds received from the sale of the Las Vegas Operating Properties, 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 payment obligations are subject to an annual cap equal to $125 million for the annual period beginning July 1, 2022 and ending December 31, 2022 and $250 million for the annual period beginning January 1, 2023 and ending December 31, 2023. No Support Payments were made for the period post-close through June 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 per the respective facility agreements. As of June 30, 2023, our U.S. and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.7x and 2.2x, respectively, compared to ~~trailing twelve-month adjusted earnings before interest, income taxes, depreciation~~the maximum leverage ratios allowed of 4.0x and ~~amortization, as defined. In September 2021, LVSC extended~~4.5x, respectively. If we are unable to maintain compliance with the ~~amendment,~~financial covenants under these credit facilities, we would be in default under the respective credit facilities.

On May 11, 2023, SCL entered into an amended and restated facility agreement (the “A&R Facility Agreement”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders ~~among other things, removed LVSC’s~~have (a) extended the termination date for the Hong Kong Dollar (“HKD”) commitments and U.S. dollar commitments of the lenders that consented to the waivers and amendments in the A&R Facility Agreement (the “Extending Lenders”) from July 31, 2023 to July 31, 2025; (b) extended to (and including) January 1, 2024, the waiver period for the requirement for SCL to ~~maintain a~~comply with the requirements that SCL ensure (i) the consolidated leverage ratio does not exceed 4.0x and (ii) the consolidated interest coverage ratio is not less than 2.5x; (c) amended the definition of consolidated total debt such that it excludes any financial indebtedness that is subordinated and subject in right of payment to the prior payment in full of the A&R Facility Agreement (including the $1.0 billion subordinated unsecured term loan facility made available by the Company to SCL); (d) amended the maximum permitted consolidated leverage ratio as of the last day of each of the ~~fiscal quarter, through and including~~financial quarters ending March 31, 2024, June 30, 2024, September 30, 2024, December 31, ~~2022. In July 2021, SCL~~2024, and subsequent financial quarters to be 6.25x, 5.5x, 5.0x, 4.5x, and 4.0x respectively; and (e) extended to (and including) January 1, 2025 the ~~waiver~~period during which SCL’s ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the A&R Facility Agreement) exceed $2.0 billion by SCL’s exercise of the option to increase the Total Commitments by an aggregate amount of up to $1.0 billion and ~~amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure~~(y) the consolidated 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~~4.0x, unless, after giving effect to such payment, the ~~amendment letter, pursuant to which MBS will not have to comply with~~sum of (i) the ~~leverage or interest coverage covenants as~~aggregate amount of cash and cash equivalents of SCL on such date and (ii) the aggregate amount of the ~~last day of~~undrawn facility under the ~~fiscal quarter, through~~A&R Facility Agreement 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 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.

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~~Any defaults~~unused commitments under ~~our debt agreements would allow~~other credit facilities of SCL is greater than $2.0 billion. Pursuant to the A&R Facility Agreement, SCL will pay a customary fee to the Extending Lenders that consented. The amendments shall take effect with respect to the Extended Commitments on July 31, 2023.

On January 30, 2023, LVSC entered into the Fourth Amendment with lenders ~~in each case,~~ to ~~exercise their rights~~the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ~~remedies~~ending on and including December 31, 2023, as ~~defined under their respective agreements. If~~follows: (i) for the ~~lenders were~~fiscal quarter ending March 31, 2023, consolidated adjusted EBITDA for such fiscal quarter multiplied by four, (ii) for the fiscal quarter ending June 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the immediately preceding fiscal quarter multiplied by two, and (iii) for the fiscal quarter ending September 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the two immediately preceding fiscal quarters, multiplied by four-thirds; (b) extend the period during which LVSC is required to ~~exercise their rights to accelerate the due dates~~maintain a specified amount of minimum liquidity as of the ~~indebtedness outstanding, there can be no assurance we would be able~~last day of each month to ~~repay~~December 31, 2023; and (c) extend the period during which LVSC is unable to declare or ~~refinance~~pay any ~~amounts that may become due and payable under~~dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such ~~agreements, which could force us~~dividend or distribution, to ~~restructure or alter our operations or debt obligations.~~December 31, 2023.

We held unrestricted cash and cash equivalents of approximately ~~$6.45~~$5.77 billion and restricted cash ~~and cash equivalents~~ of approximately ~~$16~~$124 million as of June 30, ~~2022,~~2023, which approximately ~~$1.33~~$2.03 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$1.33~~$2.03 billion, approximately ~~$951 million~~$1.66 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and wevarious other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements. 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~~we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash ~~on hand~~and cash equivalents of $5.77 billion and cash flow generated from operations, as well as the ~~$2.96~~$3.67 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~~$2.72 billion at exchange rates in effect on June 30, ~~2022)~~2023) under our Singapore Delayed Draw Term Facility as of June 30, ~~2022~~2023 (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~~. We believe we are well positioned to support our continuing operations, maintain compliance with the financial covenants of our credit facilities and fund ~~the requirements in connection with the Macao concession renewal,~~ our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and ~~debt obligations.~~dividend commitments, as well as meet our commitments under the Macao Concession. 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~~

In July 2023, we announced the ~~six months ended June 30, 2022, SCL drew down $67 million~~resumption of our return of capital program. We reinstated our dividend program and ~~HKD 4.96 billion (approximately $632 million at exchange rates in effect on June 30, 2022) under its revolving credit facility for general corporate purposes.~~

~~We have suspended~~ our Board of Directors declared a quarterly dividend ~~program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019~~of $0.20 per common share (a total estimated to be approximately $153 million) to be paid on ~~February 21, 2020.~~

~~We believe we have a strong balance sheet and sufficient liquidity in place, including access~~August 16, 2023, 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.

stockholders of record on August 8, 2023.

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Aggregate Indebtedness and Other Contractual Obligations

As of June 30, ~~2022,~~2023, 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,~~2022, with the exception of the ~~$700 million draw on~~extension of the maturity date for the 2018 SCL Revolving Credit Facility, a $1.20 billion repayment and the accompanying interest on this facility and the ~~aggregate 0.50% per annum increase in fixed interest on~~land lease related to 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~~purchase of the ~~respective downgrade.~~Nassau Coliseum. These transactions are summarized below:


		Payments Due During Period Ending December 31,											Payments Due by Period
		2022(1)		2023 - 2024		2025 - 2026		Thereafter		Total			2023(1)		2024 - 2025		2026 - 2027		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	$	—	$	749	$	—	$	—	$	749

Fixed Interest Payments		158		692		573		520		1,943
Variable Interest Payments(3)	Variable Interest Payments(3)	20		24		—		—		44		Variable Interest Payments(3)	28		89		—		—		117
Other(4)												Other(4)	3		12		12		1,772		1,799
Total	Total	$	178	$	2,163	$	573	$	520	$	3,434	Total	$	31	$	850	$	12	$	1,772	$	2,665

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(1)Represents the ~~six-month~~six-month period ending December 31, ~~2022.~~2023.

(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt” for further details on these financing transactions.

(3)Based on the 1-month rate as of June 30, ~~2022, London Interbank Offered Rate (“LIBOR”) and~~2023, Hong Kong Interbank Offered Rate (“HIBOR”) of ~~1.79%and0.87%~~4.93% plus the applicable interest rate spread in accordance with the respective debt agreement.

(4)Other consists of payments associated with the Nassau Coliseum land lease entered into June 2, 2023. Refer to “Note 7 — Leases” for further details on this transaction.

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

•our ability to invest in future growth ~~opportunities;~~opportunities, or attempt to expand our business in new markets and new ventures;

•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;

•uncertainty about the pace of recovery of travel and tourism in Asia from the impacts of the COVID-19 pandemic;

•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;

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•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 and construction projects ~~and ventures, including~~at our existing properties (for example, development at our Cotai Strip ~~developments~~properties and the MBS Expansion ~~Project;~~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;~~rates, and the possibility of increased expense as a result;

•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 that 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;

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

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

•the collectability of our outstanding ~~loans~~loan receivable;

•our dependence on chance and theoretical win rates;

•fraud and cheating;

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

•reputational risk related to the license of certain of our trademarks;

•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;

•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;

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•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;

•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;~~regulations;

•the completion of infrastructure projects in Macao;

•~~potential negative impacts~~limitations on the transfers of cash to and from ~~environmental, social~~our subsidiaries, limitations of the pataca exchange markets and ~~governance and sustainability matters; and~~restrictions on the export of the renminbi;

•the outcome of any ongoing and future ~~litigation.~~litigation; and

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

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 30, ~~2022,~~2023, the estimated fair value of our long-term debt was approximately ~~$13.31~~$13.92 billion, compared to its contractual value of ~~$15.47~~$14.79 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~~$336 million. A hypothetical 100 basis point change in ~~London Inter-Bank Offered~~Secured Overnight Financing Rate (“~~LIBOR”~~SOFR”), Hong Kong Inter-Bank Offered Rate (“HIBOR”) and ~~Singapore Overnight~~Swap Offer Rate ~~Average~~ (“~~SORA”~~SOR”) would cause our annual interest cost on our long-term debt to change by approximately ~~$43~~$46 million.

Foreign currency transaction losses were ~~$31~~$24 million for the six months ended June 30, ~~2022,~~2023, primarily due to U.S. dollar denominated debt issued by ~~SCL and Singapore denominated intercompany debt reported in U.S. dollars.~~SCL. 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 30, ~~2022,~~2023, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately ~~$21~~$23 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~~$61 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 30, ~~2022,~~2023, 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,~~2022, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 98 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A — RISK FACTORS

~~In addition to~~There have been no material changes from the risk factors previously disclosed in the ~~Company’s~~ Company's Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022.

ITEM 5 — Other Information

During the ~~following risk factor was identified:~~

~~Our loans receivable are subject to certain risks, which could materially adversely affect our financial position, results~~quarter ended June 30, 2023, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of ~~operations and cash flows.~~

~~In connection with closing~~Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) 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.Company.

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ITEM 6 — EXHIBITS

List of Exhibits


Exhibit No.						Description of Document
10.1						~~Subordinated Term Loan~~Amended and Restated Facility Agreement dated ~~as of July~~May 11, ~~2022, by and between~~2023, among Sands China Ltd., Bank of China Limited, Macau Branch, as agent, the ~~Borrower,~~arrangers listed therein and ~~Las Vegas Sands Corp., as~~ the ~~Lender~~original lenders listed therein (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on May 12, 2023).
10.2						Amendment No. 5 to ~~the Subconcession Contract for the Operation of Games of Chance or Other Games in Casino in the Macao Special Administrative Region,~~Revolving Credit Agreement, dated as of June ~~23, 2022,~~30, 2023, executed and delivered by ~~and between Venetian Macao Limited and Galaxy Casino, S.A.~~
~~10.3~~						~~Amendment to the Concession Contract~~The Bank of Nova Scotia, as Administrative Agent 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.Lenders.
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 months ended June 30, ~~2022,~~2023, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, (iii) Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, (iv) Condensed Consolidated Statements of Equity for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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

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* 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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Table of Contents

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, 2022~~21, 2023	By:	/S/ ROBERT G. GOLDSTEIN
		Robert G. Goldstein Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

July ~~22, 2022~~21, 2023	By:	/S/ RANDY HYZAK
		Randy Hyzak Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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