LAS VEGAS SANDS CORP [LVS] Filings

10-Q 1 lvs-20230930.htm 10-Q lvs-20230930

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, 2023


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

For the transition period from to

Commission file number 001-32373

_________________________________________________________

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

_________________________________________________________


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


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

(702) 923-9000

(Registrant’s telephone number, including area code)

_______________________________________________________________________________________

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


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 18, 2023
Common Stock ($0.001 par value)						764,490,874 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents


	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	8
	Note 1 — Organization and Business of Company	8

	Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities	10

	Note 3 — Goodwill and Intangible Assets, Net	11

	Note 4 — Long-Term Debt	13
	Note 5 — Equity and Earnings (Loss) Per Share	16
	Note 6 — Income Taxes	16
	Note 7 — Leases	17
	Not e 8 — F air Value Measurements	19
	Note 9 — Commitments and Contingencies	20
	Note 10 — Segment Information	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4.	Controls and Procedures	56

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57

Item 5.	Other Information	57
Item 6.	Exhibits	58
Signatures		59

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2023		December 31, 2022

	(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,574	$	6,311


Accounts receivable, net of provision for credit losses of $200 and $217	390		267
Inventories	35		28
Prepaid expenses and other	173		138
Total current assets	6,172		6,744
Loan receivable	1,186		1,165
Property and equipment, net	11,589		11,451
Restricted cash	124		125
Deferred income taxes, net	127		131
Leasehold interests in land, net	2,053		2,128
Goodwill and intangible assets, net	609		64
Other assets, net	264		231
Total assets	$	22,124	$	22,039
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	150	$	89
Construction payables	153		189
Other accrued liabilities	1,768		1,458
Income taxes payable	213		135
Current maturities of long-term debt	1,818		2,031

Total current liabilities	4,102		3,902
Other long-term liabilities	844		382
Deferred income taxes	150		152

Long-term debt	12,576		13,947
Total liabilities	17,672		18,383
Commitments and contingencies (Note 9)
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding	—		—
Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding	1		1
Treasury stock, at cost, 69 shares	(4,481)		(4,481)
Capital in excess of par value	6,720		6,684
Accumulated other comprehensive loss	(57)		(7)
Retained earnings	2,370		1,684
Total Las Vegas Sands Corp. stockholders’ equity	4,553		3,881
Noncontrolling interests	(101)		(225)
Total equity	4,452		3,656
Total liabilities and equity	$	22,124	$	22,039

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	2,008	$	637	$	5,411	$	1,973
Rooms	342		123		881		315
Food and beverage	156		82		423		198
Mall	201		119		535		416
Convention, retail and other	88		44		207		91
Net revenues	2,795		1,005		7,457		2,993
Operating expenses:
Casino	1,103		410		3,011		1,323
Rooms	80		41		207		125
Food and beverage	128		83		349		221
Mall	23		16		65		53
Convention, retail and other	52		27		141		73
Provision for credit losses	3		8		2		14
General and administrative	290		238		820		694
Corporate	49		53		166		167
Pre-opening	3		4		13		11
Development	44		26		140		108
Depreciation and amortization	313		260		875		780
Amortization of leasehold interests in land	15		14		43		42
Loss on disposal or impairment of assets	4		2		22		8
	2,107		1,182		5,854		3,619
Operating income (loss)	688		(177)		1,603		(626)
Other income (expense):
Interest income	79		38		225		56
Interest expense, net of amounts capitalized	(200)		(183)		(628)		(501)
Other income (expense)	4		2		(17)		(29)

Income (loss) from continuing operations before income taxes	571		(320)		1,183		(1,100)
Income tax expense	(122)		(60)		(221)		(172)
Net income (loss) from continuing operations	449		(380)		962		(1,272)
Discontinued operations:
Income from operations of discontinued operations, net of tax	—		—		—		46
Gain on disposal of discontinued operations, net of tax	—		—		—		2,861
Adjustment to gain on disposal of discontinued operations, net of tax	—		(1)		—		(4)
Income (loss) from discontinued operations, net of tax	—		(1)		—		2,903
Net income (loss)	449		(381)		962		1,631
Net (income) loss attributable to noncontrolling interests from continuing operations	(69)		142		(123)		370
Net income (loss) attributable to Las Vegas Sands Corp.	$	380	$	(239)	$	839	$	2,001
Earnings (loss) per share - basic:
Income (loss) from continuing operations	$	0.50	$	(0.31)	$	1.10	$	(1.18)
Income from discontinued operations, net of tax	—		—		—		3.80
Net income (loss) attributable to Las Vegas Sands Corp.	$	0.50	$	(0.31)	$	1.10	$	2.62
Earnings (loss) per share - diluted:
Income (loss) from continuing operations	$	0.50	$	(0.31)	$	1.09	$	(1.18)
Income from discontinued operations, net of tax	—		—		—		3.80
Net income (loss) attributable to Las Vegas Sands Corp.	$	0.50	$	(0.31)	$	1.09	$	2.62
Weighted average shares outstanding:
Basic	764		764		764		764
Diluted	766		764		767		764

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(In millions) (Unaudited)
Net income (loss)	$	449	$	(381)	$	962	$	1,631
Currency translation adjustment	(17)		(64)		(46)		(129)
Cash flow hedge fair value adjustment	2		1		(4)		1
Total comprehensive income (loss)	434		(444)		912		1,503
Comprehensive (income) loss attributable to noncontrolling interests	(70)		143		(123)		372
Comprehensive income (loss) attributable to Las Vegas Sands Corp.	$	364	$	(301)	$	789	$	1,875

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

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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, 2022	$	1	$	(4,481)	$	6,665	$	(86)	$	2,092	$	24	$	4,215
Net loss	—		—		—		—		(239)		(142)		(381)
Currency translation adjustment	—		—		—		(63)		—		(1)		(64)
Cash flow hedge fair value adjustment	—		—		—		1		—		—		1

Stock-based compensation	—		—		10		—		—		—		10




Balance at September 30, 2022	$	1	$	(4,481)	$	6,675	$	(148)	$	1,853	$	(119)	$	3,781

Balance at January 1, 2022	$	1	$	(4,481)	$	6,646	$	(22)	$	(148)	$	252	$	2,248
Net income (loss)	—		—		—		—		2,001		(370)		1,631
Currency translation adjustment	—		—		—		(127)		—		(2)		(129)
Cash flow hedge fair value adjustment	—		—		—		1		—		—		1


Stock-based compensation	—		—		30		—		—		1		31
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)




Balance at September 30, 2022	$	1	$	(4,481)	$	6,675	$	(148)	$	1,853	$	(119)	$	3,781

Balance at June 30, 2023	$	1	$	(4,481)	$	6,708	$	(41)	$	2,143	$	(171)	$	4,159
Net income	—		—		—		—		380		69		449
Currency translation adjustment	—		—		—		(18)		—		1		(17)
Cash flow hedge fair value adjustment	—		—		—		2		—		—		2
Exercise of stock options	—		—		1		—		—		—		1

Stock-based compensation	—		—		11		—		—		—		11



Dividends declared ($0.20 per share) (Note 5)	—		—		—		—		(153)		—		(153)
Balance at September 30, 2023	$	1	$	(4,481)	$	6,720	$	(57)	$	2,370	$	(101)	$	4,452

Balance at January 1, 2023	$	1	$	(4,481)	$	6,684	$	(7)	$	1,684	$	(225)	$	3,656
Net income	—		—		—		—		839		123		962
Currency translation adjustment	—		—		—		(47)		—		1		(46)
Cash flow hedge fair value adjustment	—		—		—		(3)		—		(1)		(4)
Exercise of stock options	—		—		4		—		—		—		4

Stock-based compensation	—		—		33		—		—		1		34
Tax withholding on vesting of equity awards	—		—		(1)		—		—		—		(1)


Dividends declared ($0.20 per share) (Note 5)	—		—		—		—		(153)		—		(153)
Balance at September 30, 2023	$	1	$	(4,481)	$	6,720	$	(57)	$	2,370	$	(101)	$	4,452

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
	2023		2022

	(In millions) (Unaudited)
Cash flows from operating activities from continuing operations:
Net income (loss) from continuing operations	$	962	$	(1,272)
Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:
Depreciation and amortization	875		780
Amortization of leasehold interests in land	43		42
Amortization of deferred financing costs and original issue discount	46		43

Change in fair value of derivative asset/liability	(1)		(2)
Paid-in-kind interest income	(22)		(8)

Loss on disposal or impairment of assets	10		7
Stock-based compensation expense	33		30
Provision for credit losses	2		14
Foreign exchange loss	15		28
Deferred income taxes	5		(28)

Changes in operating assets and liabilities:
Accounts receivable	(129)		(28)
Other assets	(64)		4

Accounts payable	62		15
Other liabilities	384		(465)

Net cash generated from (used in) operating activities from continuing operations	2,221		(840)
Cash flows from investing activities from continuing operations:



Capital expenditures	(692)		(504)
Proceeds from disposal of property and equipment	3		9
Acquisition of intangible assets and other	(236)		(104)
Net cash used in investing activities from continuing operations	(925)		(599)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	4		—

Tax withholding on vesting of equity awards	(1)		(1)
Dividends paid	(153)		—

Proceeds from long-term debt	—		700
Repayments of long-term debt	(1,803)		(50)
Payments of financing costs	(32)		(9)

Other	(25)		—
Transactions with discontinued operations	—		5,032

Net cash generated from (used in) financing activities from continuing operations	(2,010)		5,672
Cash flows from discontinued operations:
Net cash generated from operating activities	—		149
Net cash generated from investing activities	—		4,883
Net cash used in financing activities	—		(5,032)
Net cash provided to (used in) discontinued operations	—		—
Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents	(24)		(33)
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	(738)		4,200
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period	6,436		1,925


Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations	$	5,698	$	6,125
Supplemental disclosure of cash flow information
Cash payments for interest, net of amounts capitalized	$	670	$	528
Cash payments for taxes, net of refunds	$	144	$	494
Change in construction payables	$	(36)	$	(49)

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Organization and Business of Company

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2022, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

Operations

Macao

From 2020 through the beginning of 2023, the Company’s operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023. Since then, visitation to the Company’s Macao Integrated Resorts and operations have improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 243.6% and decreased approximately 39.7%, during the eight months ended August 31, 2023 (the latest statistics currently available), as compared to the same period in 2022 and 2019 (pre-pandemic), respectively. The Macao government also announced gross gaming revenue increased approximately 779.7% and decreased approximately 31.1%, during the three months ended September 30, 2023, as compared to the same period in 2022 and 2019, respectively. Additionally, gross gaming revenue increased approximately 305.3% and decreased approximately 41.5%, during the nine months ended September 30, 2023, as compared to the same period in 2022 and 2019, respectively.

Singapore

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

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted. The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 3.7 million in 2022 to 10.1 million for the nine months ended September 30, 2023, while visitation decreased 29.2% when compared to the same period in 2019.

Summary

While the disruptions arising from the COVID-19 pandemic have subsided, given the dynamic nature of these circumstances, the potential future impact, if any, on the Company’s consolidated results of operations, cash flows and financial condition is uncertain. However, the Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.57 billion and access to $1.50 billion, $2.24 billion and $431 million of available borrowing capacity from the Company’s LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 30, 2023. The Company believes it is able to support continuing operations and complete the Company’s major construction projects that are underway.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Development Projects

New York

On June 2, 2023, the Company acquired the Nassau Coliseum from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York (the “Nassau Coliseum Transaction”). The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort. There is no assurance the Company will be able to obtain such casino license.

Singapore

In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”). The Second Development Agreement provides for a total minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.29 billion at exchange rates in effect on September 30, 2023). The estimated cost and timing of the total project will be updated as the Company completes design and begins construction. The Company expects the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors. The Company has incurred approximately $1.08 billion as of September 30, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site. On March 22, 2023, MBS and the STB entered into a supplemental agreement, which further extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement.

The Company is nearing completion of the renovation of Towers 1 and 2 of Marina Bay Sands. This renovation has introduced world class suites and other luxury amenities at a cost estimated at approximately $1.0 billion upon completion. The Company also announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $750 million. These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things. These projects are in addition to the previously announced plans for the MBS Expansion Project.

Macao

The Company has commenced work on Phase II of the Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers and the addition of new attractions, dining, retail and entertainment offerings. These projects have a total estimated cost of $1.0 billion.

Recent Accounting Pronouncements

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

Accounts Receivable and Provision for Credit Losses

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

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

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.

Accounts receivable consists of the following:


	September 30, 2023		December 31, 2022

	(In millions)
Casino	$	463	$	341
Rooms	24		34
Mall	62		64
Other	41		45
	590		484
Less - provision for credit losses	(200)		(217)
	$	390	$	267

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


	2023		2022

	(In millions)
Balance at January 1	$	217	$	232
Provision for credit losses	2		14
Write-offs	(16)		(30)

Exchange rate impact	(3)		(7)
Balance at September 30	$	200	$	209

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Customer Contract Related Liabilities

The Company provides numerous products and services to its patrons. There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

The following table summarizes the liability activity related to contracts with customers:


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

	(In millions)
Balance at January 1	$	81	$	74	$	72	$	61	$	614	$	618
Balance at September 30	130		92		65		68		711		611
Increase (decrease)	$	49	$	18	$	(7)	$	7	$	97	$	(7)

____________________

(1)Of this amount, $160 million and $149 million as of September 30 and January 1, 2023, respectively, and $148 million and $145 million as of September 30 and January 1, 2022, related to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 3 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:


	September 30, 2023		December 31, 2022

	(In millions)
Amortizable intangible assets:
Macao concession	$	496	$	—
Marina Bay Sands gaming license	53		54
	549		54
Less — accumulated amortization	(63)		(12)
	486		42
Technology, software and other	21		12
Total amortizable intangible assets, net	507		54

Goodwill	102		10

Total goodwill and intangible assets, net	$	609	$	64

Macao Concession

On December 16, 2022, the Macao government announced the award of six definitive gaming concessions, one of which was awarded to Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.), and on January 1, 2023, VML entered into a ten-year gaming concession contract with the Macao government (the “Concession”). Under the terms of the Concession, VML is required to pay the Macao government an annual gaming premium consisting of a fixed portion and a variable portion. The fixed portion of the premium is 30 million patacas (approximately $4 million at exchange rates in effect on September 30, 2023). The variable portion is 300,000 patacas per gaming table reserved exclusively for certain types of games or players, 150,000 patacas per gaming table not so reserved (the mass rate) and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,200, $18,600 and $124, respectively, at exchange rates in effect on September 30, 2023).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

On January 1, 2023, the Company recognized an intangible asset and financial liability of 4.0 billion patacas (approximately $496 million at exchange rates in effect on September 30, 2023), representing the right to operate the gaming equipment and the gaming areas, the right to conduct games of chance in Macao and the unconditional obligation to make payments under the Concession. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Handover Record. The contractually obligated annual variable premium payments associated with the intangible asset was determined using the maximum number of table games at the mass rate and the maximum number of gaming machines that VML is currently allowed to operate by the Macao government. In the accompanying condensed consolidated balance sheet, the noncurrent portion of the financial liability is included in “Other long-term liabilities” and the current portion is included in “Other accrued liabilities.” The intangible asset is being amortized on a straight-line basis over the period of the Concession, being ten years.

Amortization expense for all intangible assets was $17 million and $7 million for the three months ended September 30, 2023 and 2022, respectively, and $51 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively. The estimated future amortization expense for all intangible assets is approximately $17 million for the three months ending December 31, 2023, and $67 million, $55 million, $50 million, $50 million for the years ending December 31, 2024, 2025, 2026 and 2027, respectively, and $248 million thereafter.

Nassau Coliseum

On June 2, 2023, the Company closed on its acquisition of the Nassau Coliseum, an entertainment arena in the State of New York. The Company paid an aggregate amount of $241 million, consisting of $221 million upon closing and a $20 million deposit made in 2022. The purchase of the Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and the right to lease the underlying land from the owner, the County of Nassau in the State of New York. This transaction resulted in the recognition of $92 million of goodwill. The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort. There is no assurance the Company will be able to obtain such casino license.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 4 — Long-Term Debt

Long-term debt consists of the following:


	September 30, 2023		December 31, 2022

	(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $3 and $5, respectively)	$	1,747	$	1,745
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $2)	498		498
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $5 and $7, respectively)	995		993
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $6)	744		744

Other(2)	202		—
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $5 and $7, respectively)	1,795		1,793
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)	796		795
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	695		694
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively)	1,888		1,887
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)	645		644
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	693		692
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $5)	595		595
2018 SCL Credit Facility — Revolving	250		1,958
Other(2)	19		22
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $25 and $33, respectively)	2,785		2,870
2012 Singapore Credit Facility — Delayed Draw Term	46		46

Other	1		2
	14,394		15,978
Less — current maturities	(1,818)		(2,031)
Total long-term debt	$	12,576	$	13,947

____________________

(1)Unamortized deferred financing costs of $66 million and $60 million as of September 30, 2023 and December 31, 2022, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in “Other assets, net,” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.

(2)Includes finance leases related to the U.S. of $202 million as of September 30, 2023 and Macao of $18 million and $21 million as of September 30, 2023 and December 31, 2022, respectively.

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LVSC Revolving Facility

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

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

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

SCL Senior Notes

On July 26, 2023, Standard & Poor’s (“S&P”) upgraded the credit rating for the Company and Sands China Ltd. (“SCL,” a majority-owned subsidiary of the Company) to BBB–. As a result of the upgrade, the coupon on each series of the outstanding SCL senior notes decreased by 0.25% per annum effective on the first interest payment date after July 26, 2023.

2018 SCL Credit Facility

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

As of September 30, 2023, SCL had $2.24 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 15.86 billion (approximately $2.03 billion at exchange rates in effect on September 30, 2023) and U.S. dollar commitments of $213 million.

2012 Singapore Credit Facility

As of September 30, 2023, MBS had SGD 589 million (approximately $431 million at exchange rates in effect on September 30, 2023) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 153 million (approximately $112 million at exchange rates in effect on September 30, 2023) pursuant to a development agreement.

During 2021, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project. The Company is in the process of reviewing the budget and timing of the MBS expansion due to various factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the March 31, 2022 deadline. As of September 30, 2023, there was SGD 3.69 billion (approximately $2.70 billion at exchange rates in effect on September 30, 2023) left of total borrowing capacity, which is only available to be drawn under the Singapore Delayed Draw Term Facility after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders. The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.

Debt Covenant Compliance

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

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:


	Nine Months Ended September 30,
	2023		2022

	(In millions)


Proceeds from 2018 SCL Credit Facility	$	—	$	700


	$	—	$	700


Repayments on 2018 SCL Credit Facility	$	(1,698)	$	—
Repayments on 2012 Singapore Credit Facility	(46)		(45)
Repayments on Other Long-Term Debt	(59)		(5)
	$	(1,803)	$	(50)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 5 — Equity and Earnings (Loss) Per Share

Common Stock

Dividends

On August 16, 2023, the Company paid a dividend of $0.20 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2023, the Company recorded $153 million as a distribution against retained earnings.

In October 2023, the Company’s Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $153 million) to be paid on November 15, 2023, to stockholders of record on November 7, 2023.

Share Repurchases

On October 16, 2023, the Company’s Board of Directors authorized increasing the remaining share repurchase amount of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025. Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions. During the nine months ended September 30, 2023, no shares of its common stock were repurchased. All share repurchases of the Company's common stock have been recorded as treasury stock.

Earnings Per Share

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022

	(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	2	—	3	—
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)	766	764	767	764

Antidilutive stock options excluded from the calculation of diluted earnings (loss) per share	5	15	3	15

Note 6 — Income Taxes

The Company’s effective income tax rate from continuing operations was 18.7% for the nine months ended September 30, 2023, compared to 15.6% for the nine months ended September 30, 2022. The effective income tax rate for the nine months ended September 30, 2023 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, VML and its peers received a corporate income tax exemption on gaming operations through December 31, 2022. In December 2022, VML requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate. Additionally, the Company entered into a shareholder dividend tax agreement with the Macao

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. The Company is evaluating the timing of an application for a new shareholder dividend tax agreement. The effective income tax rate for the nine months ended September 30, 2023, anticipates similar tax agreements for the new Concession period; however, there is no assurance such agreements will be entered into.

In accordance with interim accounting guidance, the Company calculated an estimated annual effective tax rate based on expected annual income and statutory rates in the jurisdictions in which the Company operates. This estimated annual effective tax rate is applied to actual year-to-date operating results to determine the provision for income taxes.

Note 7 — Leases

Lessee

The Company has operating and finance leases for various real estate (including leasehold interests in land) and equipment. Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring (e.g., the Nassau Land Lease rental payments will increase in the event the Company is awarded a gaming license in New York). Certain of the Company’s leases include options to extend the lease term by one month to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Nassau Coliseum

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

In the accompanying condensed consolidated balance sheet, the Nassau Land Lease ROU asset is included in “Property and equipment, net” and the noncurrent portion of the related finance lease liability is included in “Long-term debt.” A one-time rent payment of $54 million was made under the finance lease liability within two business days of the lease term commencement date and is included in cash flows used in financing activities.

The future minimum lease payments are $1 million for the period ending December 31, 2023, $6 million for each of the years ending December 31, 2024 through 2027, and $1.77 billion thereafter.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Lessor

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


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

	(In millions)
Minimum rents	$	128	$	—	$	119	$	—
Overage rents	48		—		16		—
Rent concessions(1)	—		—		(37)		—

Total overage rents and rent concessions	48		—		(21)		—
	$	176	$	—	$	98	$	—


	Nine Months Ended September 30,
	2023				2022
	Mall		Other		Mall		Other

	(In millions)
Minimum rents	$	372	$	1	$	369	$	1
Overage rents	91		—		42		—
Rent concessions(1)	—		—		(61)		—

Total overage rents and rent concessions	91		—		(19)		—
	$	463	$	1	$	350	$	1

___________________

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 8 — Fair Value Disclosures

As of September 30, 2023 and December 31, 2022, the amounts of the Company's assets and liabilities that were accounted for at fair value were immaterial.

As of September 30, 2023 and December 31, 2022, certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivables, net, and accounts payable, had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. Cash equivalents include cash deposits, cash held in money market funds and U.S. Treasury Bills. U.S. Treasury Bills are held-to-maturity.

The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company as of September 30, 2023 and December 31, 2022, using available market information. Determining fair value is judgmental in nature and requires market assumptions and/or estimation methodologies.

September 30, 2023

Hierarchy Level

Carrying Amount

Level 1