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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 September 30, 2021
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.)
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 414-1000
(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 October 20, 2021
Common Stock ($0.001 par value)    763,989,752 shares


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
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Item 4.
Item 1.
Item 1A.
Item 6.
2

PART I FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2021
December 31,
2020
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,644  $ 2,082 
Restricted cash and cash equivalents 16  16 
Accounts receivable, net of provision for credit losses of $241 and $255
167  252 
Inventories 22  22 
Prepaid expenses and other 124  113 
Current assets of discontinued operations held for sale 3,255  3,222 
Total current assets 5,228  5,707 
Property and equipment, net 11,932  12,280 
Deferred income taxes, net 325  318 
Leasehold interests in land, net 2,169  2,256 
Intangible assets, net 15  25 
Other assets, net 223  221 
Total assets $ 19,892  $ 20,807 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 74  $ 89 
Construction payables 233  336 
Other accrued liabilities 1,265  1,474 
Income taxes payable 15  87 
Current maturities of long-term debt 73  75 
Current liabilities of discontinued operations held for sale 827  755 
Total current liabilities 2,487  2,816 
Other long-term liabilities 341  336 
Deferred income taxes 173  188 
Long-term debt 14,462  13,929 
Total liabilities 17,463  17,269 
Commitments and contingencies (Note 9)
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding
—  — 
Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding
Treasury stock, at cost, 69 shares
(4,481) (4,481)
Capital in excess of par value 6,639  6,611 
Accumulated other comprehensive income (loss) (32) 29 
Retained earnings (deficit) (25) 813 
Total Las Vegas Sands Corp. stockholders’ equity 2,102  2,973 
Noncontrolling interests 327  565 
Total equity 2,429  3,538 
Total liabilities and equity $ 19,892  $ 20,807 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions, except per share data)
(Unaudited)
Revenues:
Casino $ 533  $ 281  $ 2,241  $ 1,352 
Rooms 100  35  311  181 
Food and beverage 42  31  148  101 
Mall 165  83  469  228 
Convention, retail and other 17  16  57  63 
Net revenues 857  446  3,226  1,925 
Operating expenses:
Casino 451  274  1,603  1,109 
Rooms 40  28  124  101 
Food and beverage 55  54  186  177 
Mall 17  13  48  41 
Convention, retail and other 21  22  62  79 
Provision for credit losses 24  52 
General and administrative 223  196  667  615 
Corporate 64  33  169  145 
Pre-opening 15  14 
Development 13  59  18 
Depreciation and amortization 262  248  775  745 
Amortization of leasehold interests in land 14  14  42  41 
Loss on disposal or impairment of assets 55  18  62 
1,173  969  3,777  3,199 
Operating loss (316) (523) (551) (1,274)
Other income (expense):
Interest income 20 
Interest expense, net of amounts capitalized (157) (134) (469) (376)
Other income (expense) (12) (5) (19) 29 
Loss on modification or early retirement of debt (137) —  (137) — 
Loss from continuing operations before income taxes (621) (659) (1,173) (1,601)
Income tax (expense) benefit 27  (5) 19 
Net loss from continuing operations (594) (664) (1,154) (1,597)
Income (loss) from discontinued operations, net of income taxes 99  (67) 75  (170)
Net loss (495) (731) (1,079) (1,767)
Net loss attributable to noncontrolling interests from continuing operations 127  166  241  381 
Net loss attributable to Las Vegas Sands Corp. $ (368) $ (565) $ (838) $ (1,386)
Earnings (loss) per share - basic:
Loss from continuing operations $ (0.61) $ (0.65) $ (1.20) $ (1.59)
Income (loss) from discontinued operations, net of income taxes 0.13  (0.09) 0.10  (0.22)
Net loss attributable to Las Vegas Sands Corp. $ (0.48) $ (0.74) $ (1.10) $ (1.81)
Earnings (loss) per share - diluted:
Loss from continuing operations $ (0.61) $ (0.65) $ (1.20) $ (1.59)
Income (loss) from discontinued operations, net of income taxes 0.13  (0.09) 0.10  (0.22)
Net loss attributable to Las Vegas Sands Corp. $ (0.48) $ (0.74) $ (1.10) $ (1.81)
Weighted average shares outstanding:
Basic 764  764  764  764 
Diluted 764  764  764  764 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions)
(Unaudited)
Net loss $ (495) $ (731) $ (1,079) $ (1,767)
Currency translation adjustment (26) 36  (62) (30)
Cash flow hedge fair value adjustment (2) —  (2) — 
Total comprehensive loss (523) (695) (1,143) (1,797)
Comprehensive loss attributable to noncontrolling interests 129  166  244  376 
Comprehensive loss attributable to Las Vegas Sands Corp. $ (394) $ (529) $ (899) $ (1,421)
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Las Vegas Sands Corp. Stockholders’ Equity    
Common
Stock
Treasury
Stock
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings (Deficit)
Noncontrolling
Interests
Total
(In millions)
(Unaudited)
Balance at June 30, 2020 $ $ (4,481) $ 6,597  $ (74) $ 1,677  $ 805  $ 4,525 
Net loss —  —  —  —  (565) (166) (731)
Currency translation adjustment
—  —  —  36  —  —  36 
Exercise of stock options
—  —  —  — 
Stock-based compensation
—  —  —  — 
Other —  —  —  —  — 
Balance at September 30, 2020 $ $ (4,481) $ 6,605  $ (38) $ 1,112  $ 641  $ 3,840 
Balance at January 1, 2020 $ $ (4,481) $ 6,569  $ (3) $ 3,101  $ 1,320  $ 6,507 
Net loss —  —  —  —  (1,386) (381) (1,767)
Currency translation adjustment
—  —  —  (35) —  (30)
Exercise of stock options
—  —  20  —  —  22 
Stock-based compensation
—  —  15  —  —  18 
Other —  —  —  —  — 
Dividends declared ($0.79 per share) and noncontrolling interest payments
—  —  —  —  (603) (308) (911)
Balance at September 30, 2020 $ $ (4,481) $ 6,605  $ (38) $ 1,112  $ 641  $ 3,840 
Balance at June 30, 2021 $ $ (4,481) $ 6,634  $ (6) $ 343  $ 455  $ 2,946 
Net loss
—  —  —  —  (368) (127) (495)
Currency translation adjustment
—  —  —  (24) —  (2) (26)
Cash flow hedge fair value adjustment —  —  —  (2) —  —  (2)
Stock-based compensation
—  —  —  — 
Balance at September 30, 2021 $ $ (4,481) $ 6,639  $ (32) $ (25) $ 327  $ 2,429 
Balance at January 1, 2021 $ $ (4,481) $ 6,611  $ 29  $ 813  $ 565  $ 3,538 
Net loss
—  —  —  —  (838) (241) (1,079)
Currency translation adjustment
—  —  —  (59) —  (3) (62)
Cash flow hedge fair value adjustment —  —  —  (2) —  —  (2)
Exercise of stock options
—  —  15  —  —  19 
Stock-based compensation
—  —  13  —  —  15 
Balance at September 30, 2021 $ $ (4,481) $ 6,639  $ (32) $ (25) $ 327  $ 2,429 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2021 2020
(In millions)
(Unaudited)
Cash flows from operating activities from continuing operations:
Net loss from continuing operations $ (1,154) $ (1,597)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 775  745 
Amortization of leasehold interests in land 42  41 
Amortization of deferred financing costs and original issue discount 38  32 
Change in fair value of derivative asset/liability (1) — 
Loss on modification or early retirement of debt 137  — 
Loss on disposal or impairment of assets 36 
Stock-based compensation expense 15  17 
Provision for credit losses 52 
Foreign exchange (gain) loss 22  (29)
Deferred income taxes (17) (40)
Changes in operating assets and liabilities:
Accounts receivable 72  323 
Other assets (12) (3)
Accounts payable (15) (76)
Other liabilities (264) (740)
Net cash used in operating activities from continuing operations (345) (1,239)
Cash flows from investing activities from continuing operations:
Capital expenditures (640) (998)
Proceeds from disposal of property and equipment
Acquisition of intangible assets (5) — 
Net cash used in investing activities from continuing operations (638) (997)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options 19  22 
Dividends paid and noncontrolling interest payments —  (911)
Proceeds from long-term debt (Note 3) 2,451  1,945 
Repayments of long-term debt (Note 3) (1,852) (451)
Payments of financing costs (36) (30)
Make-whole premium on early extinguishment of debt (Note 3) (131) — 
Transactions with discontinued operations 111  (133)
Net cash generated from financing activities from continuing operations 562  442 
Cash flows from discontinued operations:
Net cash generated from (used in) operating activities 159  (77)
Net cash used in investing activities (45) (80)
Net cash provided (to) by continuing operations and (used in) financing activities (112) 133 
Net cash generated from (used in) discontinued operations (24)
Effect of exchange rate on cash, cash equivalents and restricted cash (17) (26)
Decrease in cash, cash equivalents and restricted cash (436) (1,844)
Cash, cash equivalents and restricted cash at beginning of period 2,137  4,242 
Cash, cash equivalents and restricted cash at end of period 1,701  2,398 
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations (41) (34)
Cash, cash equivalents and restricted cash at end of period for continuing operations $ 1,660  $ 2,364 
Supplemental disclosure of cash flow information from continuing operations:
Cash payments for interest, net of amounts capitalized $ 534  $ 379 
Cash payments for taxes, net of refunds $ 84  $ 125 
Change in construction payables $ (103) $ (35)
The accompanying notes are an integral part of these condensed consolidated financial statements.
7



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2020, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.
COVID-19 Pandemic Update
In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel. The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.
Macao
Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has decreased substantially as a result of various government policies limiting or discouraging travel. As of the date of this report, 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 and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.
Macao began administering the COVID-19 vaccine to front-line health workers on February 9, 2021, and to the general population on March 3, 2021.
On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed. Various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks. Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.
As of the date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao government.
In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,100 hotel rooms) at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes. This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021. From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.
The Company’s Macao gaming operations remained open during the nine months ended September 30, 2021, compared to the same period in 2020 when the Company’s Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020. Some of the Company’s Macao hotel facilities were also closed
8



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020.
Operating hours at restaurants across the Company’s Macao properties are continuously being adjusted in line with fluctuations in guest visitation. The majority of retail outlets in the Company’s various shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.
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 to 1.6 million visits during the quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, 2021, from approximately 46,000 visits during the quarter ended June 30, 2020. Total visitation increased to a total of approximately 1.1 million visits in July and August 2021 as compared to 267,000 visits during the same two-month period in 2020. The Macao government also announced gross gaming revenue increased by 75.6% during the nine months ended September 30, 2021, as compared to the same period in 2020.
Singapore
As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with certain visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures. Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts. All operations are currently subject to limited capacities and other social distancing measures. Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.
Singapore started administering the COVID-19 vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine to the general population.
The Company’s operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government authorities.
As a result of the border closures, visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced total visitation to Singapore decreased to approximately 70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same period in 2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation increased to a total of approximately 34,000 visits in July and August 2021 as compared to 16,000 visits during the same two-month period in 2020.
Las Vegas
Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and the Company’s Las Vegas Operating Properties are operating under pre-pandemic guidelines.
9



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Las Vegas started administering the COVID-19 vaccine in early 2021 and, effective April 5, 2021, all individuals, 16 and older are eligible to receive the vaccine.
During the nine months ended September 30, 2021, the Company’s Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year. This compares to the same period in 2020 when the Company’s Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020, The Venetian Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject to reduced capacity. Convention, meeting and certain entertainment related operations remained closed for a portion of the nine months ended September 30, 2020.
Visitation to the Company’s Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased since restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in 2020, respectively. Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively. Total gross gaming revenue increased to $1.42 billion in July and August 2021, as compared to $647 million during the same two-month period in 2020.
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 nine months ended September 30, 2021. The duration and intensity of this global health emergency 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 2021 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 and operating at reduced levels due to lower visitation and the implementation of required safety measures during the nine months ended September 30, 2021, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues 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 $1.64 billion and access to $1.50 billion, $2.0 billion and $436 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.71 billion at exchange rates in effect on September 30, 2021) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project (subject to restrictions as described in Note 3 — Long-Term Debt), as of September 30, 2021. The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow for non-essential items.
Macao Subconcession
Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one. These concession agreements expire on June 26, 2022. If VML’s subconcession is not
10



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022. In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML. It is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact the Company.
Under the Company’s SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd. (“SCL”) 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 are owning or managing casino or gaming areas or operating casino games as of 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, holders of the SCL senior notes can require the Company to repurchase all or any part of the 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.
The subconcession not being 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 once the process and requirements are announced by the Macao government. The Company is actively monitoring developments with respect to the Macao government’s concession renewal process and continues to believe its subconcession will be extended or renewed beyond June 26, 2022.
Discontinued Operations Held for Sale
On March 2, 2021, the Company entered into definitive agreements to sell its Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”) for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P. The Company currently anticipates the closing of the transaction in the first quarter of 2022, subject to regulatory review and other closing conditions. Additionally, as discussed in “Note 2 — Held for Sale Discontinued Operations,” the Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021. As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations and cash flows as a discontinued operation for all periods presented. Current and non-current assets and liabilities of the Las Vegas Operations are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale for all periods presented.
Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations.
Recent Accounting Pronouncements
The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.
11



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Reclassification
Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on net income for the prior periods.
Note 2 — Held for Sale — Discontinued Operations
On March 2, 2021, the Company entered into definitive agreements to sell the Las Vegas Operations for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”) to Pioneer OpCo, LLC (“OpCo”), an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P. (“VICI” and together with OpCo, the “Purchasers”). Under the terms of the agreements, OpCo will acquire subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $1.05 billion in cash, subject to certain post-closing adjustments, and $1.20 billion in seller financing in the form of a six-year term loan credit and security agreement and VICI will acquire subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $4.0 billion in cash. The closing of the Las Vegas Sale is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the first quarter of 2022.
In connection with the closing, the Company and OpCo will enter into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo. The Support Payments are payable on a monthly basis following closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $286 million for 2021 and $500 million for 2022 and 2023 (as it may be adjusted as a result of when the closing occurs). The Company’s payment obligations are subject to an annual cap equal to $250 million, subject to prorated reduction depending on when the closing occurs. Each monthly Support Payment is subject to a prorated cap based on the annual cap (as it may be adjusted as a result of when the closing occurs).
After consideration of the relevant facts, the Company concluded the assets and liabilities of the Las Vegas Operations met the criteria for classification as held for sale. The Company further concluded the proposed disposal activities represented a strategic shift that will have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB Accounting Standards Codification (“ASC”) 205-20. Accordingly, the financial results of the Las Vegas Operations are presented in the accompanying condensed consolidated statements of operations and cash flows as discontinued operations for all periods presented.
The Las Vegas Operations are recorded at the carrying value of the assets held for sale. The fair value of these assets was determined to be the stated sales price per the agreements, which is greater than the carrying amount of the net assets and consequently no impairment charge was recognized. Depreciation and amortization on the assets held for sale ceased upon entering into the Las Vegas Sale agreements.

12



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table represents summarized balance sheet information of assets and liabilities held for sale:
September 30,
2021
December 31,
2020
(In millions)
Cash and cash equivalents $ 41  $ 39 
Accounts receivable, net of provision for credit losses of $54 and $59
106  86 
Inventories 10 
Prepaid expenses and other 27  23 
Property and equipment, net 2,843  2,830 
Other assets, net 230  234 
Total held for sale assets in the balance sheet(1)
$ 3,255  $ 3,222 
Accounts payable $ 21  $
Construction payables
Other accrued liabilities 320  232 
Long-term debt
Deferred amounts related to mall sale transactions 339  344 
Other long-term liabilities 140  161 
Total held for sale liabilities in the balance sheet(1)
$ 827  $ 755 
 ____________________
(1)All assets and liabilities held for sale were classified as current as it is probable the sale of the Las Vegas Operations will be completed within one year.
13



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table represents summarized income statement information of discontinued operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions) (In millions)
Revenues:
Casino $ 141  $ 59  $ 304  $ 175 
Rooms 142  41  294  177 
Food and beverage 70  23  146  104 
Convention, retail and other 46  17  84  85 
Net revenues 399  140  828  541 
Resort operations expenses 172  113  434  380 
Provision for credit losses
General and administrative 90  66  250  227 
Corporate —  —  — 
Depreciation and amortization —  44  25  122 
Loss on disposal or impairment of assets
Operating income (loss) 131  (87) 107  (203)
Interest expense (3) (3) (10) (10)
Other income (expense) (1) — 
Income (loss) from discontinued operations before income tax 127  (89) 97  (212)
Income tax (expense) benefit (28) 22  (22) 42 
Net income (loss) from discontinued operations presented in the statement of operations $ 99  $ (67) $ 75  $ (170)
Adjusted Property EBITDA $ 132  $ (40) $ 136  $ (74)
For the three and nine months ended September 30, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale. The Company applied the intra-period 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.
The Company’s effective income tax rate from discontinued operations was 22.0% and 22.7% for the three and nine months ended September 30, 2021, respectively. This compares to a (24.7)% and (19.8)% effective income tax rate from discontinued operations for the three and nine months ended September 30, 2020, respectively, which reflects the application of the “with and without” approach consistent with intra-period tax allocation rules. The income tax on discontinued operations reflects a 21% corporate income tax rate on the Company’s Las Vegas Operations.


14



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 3 — Long-Term Debt
Long-term debt consists of the following:
September 30,
2021
December 31,
2020
(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 $9 and $11, respectively)
$ 1,741  $ 1,739 
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $3 and $4, respectively)
497  496 
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $9 and $10, respectively)
991  990 
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)
743  742 
Macao Related(1):
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $9)
—  1,791 
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $10 and $11, respectively)
1,790  1,789 
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)
793  792 
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $7)
693  — 
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $16)
1,884  1,884 
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)
643  — 
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $9 and $10, respectively)
691  690 
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)
594  — 
2018 SCL Credit Facility — Revolving 503  — 
Other 27  21 
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $46 and $50, respectively)
2,896  3,023 
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)
45  46 
Other
14,535  14,004 
Less — current maturities (73) (75)
Total long-term debt $ 14,462  $ 13,929 
____________________
(1)Unamortized deferred financing costs of $88 million and $91 million as of September 30, 2021 and December 31, 2020, 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, in the accompanying condensed consolidated balance sheets.
15



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
LVSC Revolving Facility
As of September 30, 2021, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.
On September 3, 2021, LVSC entered into an amendment agreement (the “Second Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Second Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) extend the period during which LVSC is not required to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiscal quarter to December 31, 2022; (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, 2022; (c) increase the minimum liquidity amount that LVSC is required to maintain until December 31, 2022 to $700 million; and (d) 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, 2022. In addition, pursuant to the Second Amendment and subject to the satisfaction of certain conditions specified therein, the requisite lenders under the existing LVSC Revolving Credit Agreement consented to, and waived any applicable restrictions prohibiting, the consummation of the announced sale of the Las Vegas Operations. Pursuant to the Second Amendment, LVSC paid a customary fee to the lenders that consented.
SCL Senior Notes
On September 23, 2021, SCL issued in a private offering three series of senior unsecured notes in an aggregate principal amount of $1.95 billion, consisting of $700 million of 2.300% Senior Notes due March 8, 2027 (the “2027 SCL Senior Notes”), $650 million of 2.850% Senior Notes due March 8, 2029 (the “2029 SCL Senior Notes”) and $600 million of 3.250% Senior Notes due August 8, 2031 (the “2031 SCL Senior Notes” and, together with the 2027 and 2029 SCL Senior Notes, the “SCL Senior Notes”). SCL used the net proceeds from the offering and cash on hand to redeem in full the outstanding principal amount of its $1.80 billion 4.600% Senior Notes due 2023, any accrued interest and the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.
The SCL Senior Notes are senior unsecured obligations of SCL. Each series of SCL Senior Notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any. The SCL Senior Notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries. None of SCL’s subsidiaries will guarantee the SCL Senior Notes.
The SCL Senior Notes were issued pursuant to an indenture, dated September 23, 2021 (the “Indenture”), between SCL and U.S. Bank National Association, as trustee. The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis. The Indenture also provides for customary events of default.
Under the SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of SCL 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 are owning or managing casino or gaming areas or operating casino games as of 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 will have the right to require SCL to repurchase all or any part of such holder’s SCL senior notes at par plus accrued and unpaid interest (the “Investor Put Option”). Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession.
The cost associated with the early termination of the 4.600% Senior Notes due 2023, including the make-whole premium of $131 million and $6 million in original issue discount and deferred financing costs, was recorded
16



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
to loss on modification or early retirement of debt in the condensed consolidated statement of operations, net, during the three months ended September 30, 2021.
2018 SCL Credit Facility
On January 25, 2021, SCL entered into an agreement with lenders to increase commitments under the 2018 SCL Credit Facility by 3.83 billion Hong Kong dollars (“HKD,” approximately $491 million at exchange rates in effect on September 30, 2021). During the nine months ended September 30, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $455 million at exchange rates in effect on September 30, 2021) under the facility for general corporate purposes.
As of September 30, 2021, SCL had $2.0 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of 14.09 billion (approximately $1.81 billion at exchange rates in effect on September 30, 2021) and U.S. dollar commitments of $189 million.
On July 7, 2021, SCL entered into a waiver extension and amendment request letter (the "Third Waiver Extension Letter") with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend by one year to (and including) January 1, 2023, the waiver period for the requirement for SCL to comply with the requirements that SCL ensure the consolidated leverage ratio does not exceed 4.0x and the consolidated interest coverage ratio is not less than 2.5x as at the last day of the financial quarter; (b) extend the period of time during which SCL may supply the agent with its audited consolidated financial statements for the financial year ending on December 31, 2021 to April 30, 2022; and (c) extend by one year to (and including) January 1, 2023, 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 2018 SCL Credit Facility) 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 2018 SCL Credit Facility and unused commitments under other credit facilities of SCL is greater than $2.0 billion. Pursuant to the Third Waiver Extension Letter, SCL paid a customary fee to the lenders that consented.
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 (as defined in the credit agreement), which could 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. Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession.
2012 Singapore Credit Facility
As of September 30, 2021, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD 593 million (approximately $436 million at exchange rates in effect on September 30, 2021) 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 157 million (approximately $115 million at exchange rates in effect on September 30, 2021) pursuant to a development agreement.
On September 7, 2021, MBS entered into an amendment letter (the “Second Amendment Letter”) with DBS Bank Ltd. (“DBS”), as agent. The Second Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, including by the amendment letter, dated as of June 18, 2020 (the "First Amendment Letter"), the “Facility Agreement”), among MBS, the lenders party thereto, DBS, as the agent, and the other parties thereto.
The Second Amendment Letter (a) extends by one year to (and including) December 31, 2022, the waiver period for the requirement for MBS to comply with the financial covenant provisions under the Facility Agreement such that MBS will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2021 through, and including, December 31, 2022 (the “Waiver Period”); (b) extends to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project; and (c) permits MBS to make dividend payments during the Waiver Period of (i) an
17



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25x and (ii) up to SGD 500 million per fiscal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25x, subject to the additional requirements that (a) the aggregate amount of MBS’s cash plus Facility B availability is greater than or equal to SGD 800 million immediately following such dividend payment and (b) MBS’s interest coverage ratio is higher than 3.0x. Pursuant to the Second Amendment Letter, MBS paid a customary fee to the lenders that consented.
As of September 30, 2021, SGD 3.69 billion (approximately $2.71 billion at exchange rates in effect on September 30, 2021) remains available to be drawn under the Singapore Delayed Draw Term Facility. If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, the Company will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to lenders.
Debt Covenant Compliance
As of September 30, 2021, management believes the Company was in compliance with all debt covenants. The Company amended its credit facilities to, among other things, waive the Company’s requirement to comply with certain financial covenant ratios through December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore Credit Facility, respectively. The Company’s compliance with its financial covenants for periods beyond December 31, 2022 for MBS and LVSC and January 1, 2023 for SCL, could be affected by certain factors beyond the Company’s control, such as the impact of the COVID-19 Pandemic, including current travel and border restrictions continuing in the future. The Company will pursue additional waivers to meet the required financial covenant ratios for periods beyond their current deadlines, 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:
Nine Months Ended
September 30,
2021 2020
(In millions)
Proceeds from 2027, 2029 and 2031 SCL Senior Notes $ 1,946  $ — 
Proceeds from 2026 and 2030 SCL Senior Notes —  1,496 
Proceeds from 2018 SCL Credit Facility 505  403 
Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term —  46 
$ 2,451  $ 1,945 
Repayment on 2023 SCL Senior Notes $ (1,800) $ — 
Repayments on 2018 SCL Credit Facility —  (404)
Repayments on 2012 Singapore Credit Facility (46) (45)
Repayments on Other Long-Term Debt (6) (2)
$ (1,852) $ (451)
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of September 30, 2021 and December 31, 2020, was approximately $15.09 billion and $15.15 billion, respectively, compared to its contractual value of $14.65 billion and $14.12 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).
18



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 4 — Derivative Instruments
During the three months ended September 30, 2021, the Company entered into two foreign currency swap agreements. The objective of both agreements is to manage the risk of changes in cash flows resulting from foreign currency gains/losses realized upon remeasurement of U.S. dollar denominated SCL senior notes by swapping a specified amount of Hong Kong dollars for U.S. dollars at the contractual spot rate. The terms in one of the contracts did not effectively match the terms of the related SCL senior notes; thus, it was not designated as hedging (the “Non-Hedging Swap”). The remaining contract was designated as a hedge of the cash flows related to a portion of the SCL senior notes (the “Hedging Swap,” and together with the Non-Hedging Swap, the “FX Swaps”). The Non-Hedging Swap and the Hedging Swap have a total notional value of $500 million and $1.0 billion, respectively, and expire in August 2023 and August 2025, respectively.
The total fair value of the FX Swaps is recorded as an asset in other assets, net. The fair value of the FX Swaps was estimated using Level 2 inputs from recently reported market transactions of foreign currency exchange rates. For the Hedging Swap, the changes in fair value of the derivative were recognized as other comprehensive income in the accompanying condensed consolidated balance sheets. Additionally, the foreign currency gains/losses incurred from the remeasurement of the portion of the SCL senior notes being hedged were also recognized in other comprehensive income. For the Non-Hedging Swap the changes in fair value of the derivative were recorded in other income in the accompanying condensed consolidated statements of operations.
Note 5 — 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. The Company also extends credit to gaming promoters in Macao. These receivables can be offset against commissions payable to the respective gaming promoters. 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 and gaming promoters residing 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, 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.
19



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Accounts receivable, net, consists of the following:
September 30,
2021
December 31,
2020
(In millions)
Casino
$ 332  $ 415 
Rooms
Mall
52  49 
Other
17  34 
408  507 
Less - provision for credit losses
(241) (255)
$ 167  $ 252 
The following table shows the movement in the provision for credit losses recognized for accounts receivable:
2021 2020
(In millions)
Balance at January 1 $ 255  $ 220 
Current period provision for credit losses
52 
Write-offs
(20) (33)
Exchange rate impact
(3) (3)
Balance at September 30
$ 241  $ 236 
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)
2021 2020 2021 2020 2021 2020
(In millions)
Balance at January 1 $ 197  $ 510  $ 62  $ 63  $ 633  $ 591 
Balance at September 30
112  305  63  62  599  645 
Increase (decrease) $ (85) $ (205) $ $ (1) $ (34) $ 54 
____________________
(1)Of this amount, $148 million and $152 million as of September 30 and January 1, 2021, respectively, and $152 million and $154 million as of September 30 and January 1, 2020, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.
Note 6 — Equity and Earnings Per Share
Common Stock
Dividends
In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic.
20



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Noncontrolling Interests
In February 2021, SCL announced it will not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic.
Earnings (Loss) Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings (loss) per share consisted of the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions)
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
—  —  —  — 
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share) 764  764  764  764 
Antidilutive stock options excluded from the calculation of diluted earnings per share
Note 7 — Income Taxes
The Company’s effective income tax rate from continuing operations was (1.6)% for the nine months ended September 30, 2021, compared to (0.2)% for the nine months ended September 30, 2020. The effective income tax rate for the nine months ended September 30, 2021, reflects a 17% statutory tax rate on the Company’s Singapore operations and a 21% corporate income tax rate on its domestic operations. The Company's operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, the Company’s subsidiaries in Macao and its peers receive an income tax exemption on gaming operations through June 2022. During the nine months ended September 30, 2021, the Company recorded a valuation allowance of $20 million related to certain U.S. foreign tax credits, which it no longer expects to utilize due to lower forecasted U.S. taxable income in years following the sale of the Las Vegas Operations.
21



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 8 — Leases
Lessor
Lease revenue for the Company’s mall operations consists of the following:
Three months ended September 30,
2021 2020
Mall Other Mall Other
(In millions)
Minimum rents $ 124  $ —  $ 132  $ — 
Overage rents 34  —  — 
Rent concessions(1)
(16) —  (78) — 
Total overage rents and rent concessions 18  —  (71) — 
$ 142  $ —  $ 61  $ — 


Nine months ended September 30,
2021 2020
Mall Other Mall Other
(In millions)
Minimum rents $ 381  $ $ 395  $
Overage rents 68  —  13  — 
Rent concessions(1)
(53) —  (248) — 
Other(2)
—  —  — 
Total overage rents, rent concessions and other 21  —  (235) — 
$ 402  $ $ 160  $
___________________
(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
22



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
concessions at the end of 2001. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010.
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 billion patacas (approximately $374 million at exchange rates in effect on September 30, 2021). The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013.
On March 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending.
On June 5, 2015, the U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.
On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately $12.03 billion at exchange rates in effect on September 30, 2021), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage. On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defendants appealed the decision granting AAEC’s request and that appeal is currently pending.
On September 2, 2019, the U.S. Defendants moved to revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs. On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The U.S. Defendants appealed that deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds. The U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and two of the U.S. Defendants’ former executives, individually. The Macao Judicial Court denied the motion to revoke legal aid on January 14, 2020.
On June 18, 2020, the U.S. Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021. On April 16, 2021, the U.S. Defendants again moved to reschedule the trial because continued travel disruptions resulting from the pandemic prevented the representatives of the U.S. Defendants and certain witnesses from attending the trial as scheduled. Plaintiff opposed that motion on April 29, 2021. The Macao Judicial Court denied the U.S. Defendants’ motion on May 28, 2021, concluding that, under Macao law, it lacked the power to reschedule the trial absent agreement of the parties. The U.S. Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending.
23



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The trial began as scheduled on June 16, 2021. The Macao Judicial Court heard testimony on June 16, 17, 23, and July 1. By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates during September, October and December 2021 to hear witnesses who are currently subject to COVID-19 travel restrictions that prevent or severely limit their ability to enter Macao. That order also provided a procedure for the parties to request written testimony from witnesses who are not able to travel to Macao on those dates. On June 28, 2021, the U.S. Defendants sought clarification of certain aspects of that ruling concerning procedures for written testimony and appealed aspects of that ruling setting limits on written testimony, imposing a deadline for in-person testimony, and rejecting the U.S. Defendants’ request to have witnesses testify via video conference. On July 9, 2021, the Macao Judicial Court issued an order clarifying the procedure for written testimony. The U.S. Defendants’ appeal on the remainder of the Macao Judicial Court’s June 17, 2021 order is currently pending.
On July 10, 2021, the U.S. Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $12 million at exchange rates in effect on September 30, 2021) based on Plaintiff’s July 15, 2019 amendment of its claim amount. By motion dated July 20, 2021, the U.S. Defendants moved the Macao Judicial Court for an order withdrawing that invoice on the grounds that it was procedurally improper and conflicted with rights guaranteed in Macao’s Basic Law. The Macao Judicial Court denied that motion by order dated September 11, 2021. The U.S. Defendants appealed that order on September 23, 2021, and that appeal is currently pending.
On September 6, 2021, Plaintiff notified the Macao Judicial Court that it would not be bringing any additional witnesses to testify in-person on the scheduled hearing dates. In submissions dated September 6 and September 20, 2021, Defendants notified the Macao Judicial Court that certain witnesses were unable to attend the September hearing dates due to ongoing travel restrictions related to the COVID-19 Pandemic. By orders dated September 11 and September 23, 2021, the Macao Judicial Court cancelled the various hearing dates scheduled in September.
Trial in the Macao Action resumed on October 8, 2021 with additional in-person hearing dates scheduled during October and December 2021.
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. All briefing on the motion to dismiss is complete and the motion is pending before the U.S. District Court. 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.
24



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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.
Note 10 — Segment Information
The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other to reconcile to the condensed consolidated results of operations and financial condition. The operations that comprised the Company’s former Las Vegas Operating Properties reportable business segment were classified as a discontinued operation and the information below for the three and nine months ended June 30, 2021 and 2020, excludes these results.
The Company’s segment information for the three and nine months ended September 30, 2021 and 2020 is as follows:
Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2021
Macao:
The Venetian Macao $ 176  $ 18  $ $ 49  $ $ 253 
The Londoner Macao 80  22  13  123 
The Parisian Macao 75  12  10  102 
The Plaza Macao and Four Seasons Macao 44  11  52  111 
Sands Macao 16  —  —  20 
Ferry Operations and Other —  —  —  — 
391  65  21  124  15  616 
Marina Bay Sands 142  35  21  41  10  249 
Intercompany royalties(1)
—  —  —  —  16  16 
Intercompany eliminations(2)
—  —  —  —  (24) (24)
Total net revenues $ 533  $ 100  $ 42  $ 165  $ 17  $ 857 
25



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2020
Macao:
The Venetian Macao $ 32  $ $ $ 28  $ $ 68 
The Londoner Macao 22 
The Parisian Macao 26  40 
The Plaza Macao and Four Seasons Macao 10  —  13  25 
Sands Macao 11  —  —  —  12 
Ferry Operations and Other —  —  —  — 
84  10  56  12  171 
Marina Bay Sands 197  25  22  28  281 
Intercompany royalties(1)
—  —  —  —  11  11 
Intercompany eliminations(2)
—  —  —  (1) (16) (17)
Total net revenues $ 281  $ 35  $ 31  $ 83  $ 16  $ 446 
Nine Months Ended September 30, 2021
Macao:
The Venetian Macao $ 749  $ 61  $ 19  $ 144  $ 11  $ 984 
The Londoner Macao 304  69  22  43  11  449 
The Parisian Macao 203  41  13  30  290 
The Plaza Macao and Four Seasons Macao 233  34  12  125  406 
Sands Macao 84  97 
Ferry Operations and Other —  —  —  —  22  22 
1,573  212  70  343  50  2,248 
Marina Bay Sands 668  99  78  127  30  1,002 
Intercompany royalties(1)
—  —  —  —  66  66 
Intercompany eliminations(2)
—  —  —  (1) (89) (90)
Total net revenues $ 2,241  $ 311  $ 148  $ 469  $ 57  $ 3,226 
Nine Months Ended September 30, 2020
Macao:
The Venetian Macao $ 288  $ 25  $ $ 75  $ 15  $ 411 
The Londoner Macao 129  29  12  25  202 
The Parisian Macao 111  18  16  158 
The Plaza Macao and Four Seasons Macao 101  39  151 
Sands Macao 80  88 
Ferry Operations and Other —  —  —  —  22  22 
709  81  36  156  50  1,032 
Marina Bay Sands 643  100  65  73  35  916 
Intercompany royalties(1)
—  —  —  —  46  46 
Intercompany eliminations(2)
—  —  —  (1) (68) (69)
Total net revenues $ 1,352  $ 181  $ 101  $ 228  $ 63  $ 1,925 
26



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
____________________
(1)Royalties earned from foreign operations, which were previously included in the Las Vegas Operating Properties and will continue post-closing of the sale.
(2)Intercompany eliminations include royalties and other intercompany services.

Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ —  $ $ $
The Londoner Macao —  — 
Ferry Operations and Other 17  16 
20  19 
Marina Bay Sands
Intercompany royalties 16  11  66  46 
Total intersegment revenues $ 24  $ 17  $ 90  $ 69 
27



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2021 2020 2021 2020
(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao $ 40  $ (78) $ 230  $ (126)
The Londoner Macao (33) (71) (61) (150)
The Parisian Macao (40) (3) (124)
The Plaza Macao and Four Seasons Macao 42  (15) 156  (5)
Sands Macao (21) (26) (52) (58)
Ferry Operations and Other (1) (3) (6) (15)
32  (233) 264  (478)
Marina Bay Sands 15  70  271  239 
Consolidated adjusted property EBITDA(1)
47  (163) 535  (239)
Other Operating Costs and Expenses
Stock-based compensation(2)
—  (2) (8) (10)
Corporate (64) (33) (169) (145)
Pre-opening (6) (5) (15) (14)
Development (13) (3) (59) (18)
Depreciation and amortization (262) (248) (775) (745)
Amortization of leasehold interests in land (14) (14) (42) (41)
Loss on disposal or impairment of assets (4) (55) (18) (62)
Operating loss (316) (523) (551) (1,274)
Other Non-Operating Costs and Expenses
Interest income 20 
Interest expense, net of amounts capitalized (157) (134) (469) (376)
Other income (expense) (12) (5) (19) 29 
Loss on modification or early retirement of debt (137) —  (137) — 
Income tax (expense) benefit 27  (5) 19 
Net loss from continuing operations $ (594) $ (664) $ (1,154) $ (1,597)
____________________
(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. Not all companies calculate adjusted property EBITDA in the same manner.
28



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.
(2)During the three months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $3 million and $6 million, respectively, of which $3 million and $4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2021 and 2020, the company recorded stock-based compensation expense of $17 million and $19 million, respectively, of which $9 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
Nine Months Ended
September 30,
2021 2020
(In millions)
Capital Expenditures
Corporate and Other $ 25  $
Macao:
The Venetian Macao 50  103 
The Londoner Macao 440  591 
The Parisian Macao
The Plaza Macao and Four Seasons Macao 15  147 
Sands Macao
Ferry Operations and Other
513  857 
Marina Bay Sands 102  137 
Total capital expenditures $ 640  $ 998 

29

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.”
COVID-19 Pandemic
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 decreased substantially as a result of various government policies limiting or discouraging travel. As of the date of this report, 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 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.
Macao began administering the COVID-19 vaccine to front-line health workers on February 9, 2021, and to the general population on March 3, 2021.
On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed. Various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks. Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.
As of the date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao government.
In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,100 hotel rooms) at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes. This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021. From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.
Our Macao gaming operations remained open during the nine months ended September 30, 2021, compared to the same period in 2020 when our Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020. Some of our Macao hotel facilities were also closed during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao, at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020.
Operating hours at restaurants across our Macao properties are continuously being adjusted in line with fluctuations in guest visitation. The majority of retail outlets in our Macao shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.
Our ferry operations between Macao and Hong Kong remain suspended. The timing and manner in which our normal ferry operations will be able to resume are currently unknown.
30

Our Macao operations have been significantly impacted by the reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased to 1.6 million visits during the quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, 2021, from approximately 46,000 visits during the quarter ended June 30, 2020. Total visitation increased to a total of approximately 1.1 million visits in July and August 2021 as compared to 267,000 visits during the same two-month period in 2020. The Macao government also announced gross gaming revenue increased by 75.6% during the nine months ended September 30, 2021, as compared to the same period in 2020.
As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with certain visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures. Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts. All operations are currently subject to limited capacities and other social distancing measures. Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.
Singapore started administering the COVID-19 vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine to the general population.
Our operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government authorities.
As a result of the border closures, visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced total visitation to Singapore decreased to approximately 70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same period in 2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation increased to a total of approximately 34,000 visits in July and August 2021 as compared to 16,000 visits during the same two-month period in 2020.
Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and our Las Vegas Operating Properties are operating under pre-pandemic guidelines.
Las Vegas started administering the COVID-19 vaccine in early 2021 and, effective April 5, 2021, all individuals, 16 and older are eligible to receive the vaccine.
During the nine months ended September 30, 2021, our Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year. This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020, The Venetian Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject to reduced capacity. Convention, meeting and certain entertainment related operations remained closed for a portion of the nine months ended September 30, 2020.
Visitation to our Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased as restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in 2020, respectively. Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross
31

gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively. Total gross gaming revenue increased to $1.42 billion in July and August 2021, as compared to $647 million during the same two-month period in 2020.
At our Macao properties and Marina Bay Sands, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will continue to have on operations in future periods. If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China Individual Visit Scheme and other global restrictions on inbound travel from other countries are not modified or eliminated, 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 Macao and Singapore properties were open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above during the nine months ended September 30, 2021, the current economic and regulatory environment on a global basis and in each of our jurisdictions continues 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.
We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $1.64 billion and access to $1.50 billion, $2.0 billion and $436 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.71 billion at exchange rates in effect on September 30, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project (subject to restrictions as described further below under Development Projects), as of September 30, 2021. We believe we are able to support continuing operations, complete the major construction projects 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 of non-essential items.
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 March 2, 2021, we entered into definitive agreements to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P, a subsidiary of VICI Properties Inc. The closing of the transaction is subject to regulatory review and other closing conditions and we anticipate the closing of the transaction in the first quarter of 2022.
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. These concession agreements expire on June 26, 2022. If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022. In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML. It is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact us.
Under our SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd. (“SCL”) subsidiaries o