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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 March 31, 2022
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32373
_________________________________________________________ 
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)
_________________________________________________________ 
Nevada27-0099920
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3883 Howard Hughes Parkway, Suite 550
Las Vegas,Nevada89169
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)LVSNew 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 FilerAccelerated Filer
Non-accelerated FilerSmaller 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 April 26, 2022
Common Stock ($0.001 par value)  764,109,163 shares


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
Item 1.
Item 2.
Item 3.
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
March 31,
2022
December 31,
2021
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$6,430 $1,854 
Restricted cash and cash equivalents16 16 
Accounts receivable, net of provision for credit losses of $234 and $232
147 202 
Inventories23 22 
Prepaid expenses and other109 113 
Current assets of discontinued operations held for sale 3,303 
Total current assets6,725 5,510 
Loan receivable1,200  
Property and equipment, net11,709 11,850 
Deferred income taxes, net186 297 
Leasehold interests in land, net2,152 2,166 
Intangible assets, net19 19 
Other assets, net256 217 
Total assets$22,247 $20,059 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$69 $77 
Construction payables245 227 
Other accrued liabilities1,091 1,334 
Income taxes payable662 32 
Current maturities of long-term debt72 74 
Current liabilities of discontinued operations held for sale 821 
Total current liabilities2,139 2,565 
Other long-term liabilities362 352 
Deferred income taxes164 173 
Long-term debt14,905 14,721 
Total liabilities17,570 17,811 
Commitments and contingencies (Note 10)
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 value6,656 6,646 
Accumulated other comprehensive loss(29)(22)
Retained earnings (deficit)2,382 (148)
Total Las Vegas Sands Corp. stockholders’ equity4,529 1,996 
Noncontrolling interests148 252 
Total equity4,677 2,248 
Total liabilities and equity$22,247 $20,059 
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
March 31,
20222021
(In millions, except per share data)
(Unaudited)
Revenues:
Casino$627 $865 
Rooms95 96 
Food and beverage53 56 
Mall149 156 
Convention, retail and other19 23 
Net revenues943 1,196 
Operating expenses:
Casino468 578 
Rooms43 42 
Food and beverage65 71 
Mall18 15 
Convention, retail and other22 22 
Provision for credit losses4 4 
General and administrative218 225 
Corporate59 49 
Pre-opening4 5 
Development60 9 
Depreciation and amortization264 255 
Amortization of leasehold interests in land14 14 
Loss on disposal or impairment of assets6 3 
1,245 1,292 
Operating loss(302)(96)
Other income (expense):
Interest income4 1 
Interest expense, net of amounts capitalized(156)(154)
Other expense(22)(17)
Loss from continuing operations before income taxes(476)(266)
Income tax expense(2)(14)
Net loss from continuing operations(478)(280)
Discontinued operations:
Income (loss) from operations of discontinued operations, net of tax46 (62)
Gain on disposal of discontinued operations, net of tax2,861  
Income (loss) from discontinued operations, net of tax2,907 (62)
Net income (loss)2,429 (342)
Net loss attributable to noncontrolling interests from continuing operations101 64 
Net income (loss) attributable to Las Vegas Sands Corp.$2,530 $(278)
Earnings (loss) per share - basic:
Loss from continuing operations$(0.49)$(0.28)
Income (loss) from discontinued operations, net of income taxes3.80 (0.08)
Net income (loss) attributable to Las Vegas Sands Corp.$3.31 $(0.36)
Earnings (loss) per share - diluted:
Loss from continuing operations$(0.49)$(0.28)
Income (loss) from discontinued operations, net of income taxes3.80 (0.08)
Net income (loss) attributable to Las Vegas Sands Corp.$3.31 $(0.36)
Weighted average shares outstanding:
Basic764 764 
Diluted764 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 INCOME (LOSS)
Three Months Ended
March 31,
20222021
(In millions)
(Unaudited)
Net income (loss)$2,429 $(342)
Currency translation adjustment(4)(42)
Cash flow hedge fair value adjustment(6) 
Total comprehensive income (loss)2,419 (384)
Comprehensive loss attributable to noncontrolling interests104 66 
Comprehensive income (loss) attributable to Las Vegas Sands Corp.$2,523 $(318)
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 January 1, 2021$1 $(4,481)$6,611 $29 $813 $565 $3,538 
Net loss— — — — (278)(64)(342)
Currency translation adjustment
— — — (40)— (2)(42)
Exercise of stock options
— — 15 — — 4 19 
Stock-based compensation
— — 3 — — 1 4 
Balance at March 31, 2021$1 $(4,481)$6,629 $(11)$535 $504 $3,177 
Balance at January 1, 2022$1 $(4,481)$6,646 $(22)$(148)$252 $2,248 
Net income (loss)— — — — 2,530 (101)2,429 
Currency translation adjustment
— — — (3)— (1)(4)
Cash flow hedge fair value adjustment— — — (4)— (2)(6)
Stock-based compensation
— — 10 — —  10 
Balance at March 31, 2022$1 $(4,481)$6,656 $(29)$2,382 $148 $4,677 
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
Three Months Ended
March 31,
20222021
(In millions)
(Unaudited)
Cash flows from operating activities from continuing operations:
Net loss from continuing operations$(478)$(280)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization264 255 
Amortization of leasehold interests in land14 14 
Amortization of deferred financing costs and original issue discount14 12 
Change in fair value of derivative asset/liability1  
(Gain) loss on disposal or impairment of assets5 (3)
Stock-based compensation expense10 4 
Provision for credit losses4 4 
Foreign exchange loss22 16 
Deferred income taxes(31)(16)
Changes in operating assets and liabilities:
Accounts receivable50 40 
Other assets8 (11)
Accounts payable(8)(19)
Other liabilities(375)(204)
Net cash used in operating activities from continuing operations(500)(188)
Cash flows from investing activities from continuing operations:
Capital expenditures(137)(291)
Proceeds from disposal of property and equipment3 3 
Acquisition of intangible assets and other(12) 
Net cash used in investing activities from continuing operations(146)(288)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options 19 
Proceeds from long-term debt (Note 4)201 505 
Repayments of long-term debt (Note 4)(17)(18)
Payments of financing costs(9)(8)
Transactions with discontinued operations4,998 (18)
Net cash generated from financing activities from continuing operations5,173 480 
Cash flows from discontinued operations:
Net cash generated from (used in) operating activities140 (5)
Net cash generated from (used in) investing activities4,858 (17)
Net cash provided (to) by continuing operations and (used in) financing activities(4,998)18 
Net cash used in discontinued operations (4)
Effect of exchange rate on cash, cash equivalents and restricted cash(6)(12)
Increase (decrease) in cash, cash equivalents and restricted cash4,521 (12)
Cash, cash equivalents and restricted cash at beginning of period1,925 2,137 
Cash, cash equivalents and restricted cash at end of period6,446 2,125 
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations (35)
Cash, cash equivalents and restricted cash at end of period for continuing operations$6,446 $2,090 
Supplemental disclosure of cash flow information from continuing operations:
Cash payments for interest, net of amounts capitalized$226 $240 
Cash payments for taxes, net of refunds$10 $75 
Change in construction payables$18 $(119)
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, 2021, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.
COVID-19 Pandemic Update
In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel. The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.
Macao
Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel. During February 2022, vaccination requirements for arrivals from certain destinations were tightened. 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 issued within a specified time period and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao will continue to be 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.
Various 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 January 2022, the Macao government commenced the roll out of a non-mandatory contact tracing QR code function at a range of businesses including government buildings, restaurants, hotels and other public venues.
As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes at various times.
The Company’s Macao gaming operations remained open during the three months ended March 31, 2022. Guest visitation to the properties, however, has been adversely affected during the three months ended March 31, 2022 due to outbreaks in Hong Kong in late January and early February 2022 and in Guangdong province in March 2022, resulting in tighter travel restrictions. 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
8




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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 increased approximately 9.9% and decreased 76.9% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively. The Macao government also announced gross gaming revenue decreased approximately 24.8% and 76.7% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019, respectively.
Singapore
In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for a number of key source markets in November and December of 2021 for vaccinated visitors with a negative COVID-19 test. Due to the emergence of the Omicron variant, however, new ticket sales for the VTLs were suspended on December 23, 2021 through January 20, 2022. The VTL program was terminated on March 31, 2022, and the Vaccination Travel Framework (“VTF”) was launched on April 1, 2022, to facilitate the resumption of travel for all travelers, including short-term visitors. Under the VTF, all fully vaccinated travelers and non-fully vaccinated children aged 12 and below are permitted to enter Singapore, without entry approvals or taking VTL transport. 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.
Under the VTF program, all countries or regions will be classified under a “general travel” or “restricted” category, and individual travelers will be assigned border measures based on their vaccination status. This allows all fully vaccinated travelers from any country or region to enter Singapore quarantine-free, as long as they have not visited any countries or regions listed as a restricted category in the past seven days. There are currently no countries or regions on the restricted category list; however, this government policy may be adjusted in line with any developments to the local and global COVID-19 situation.
Visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced for the three months ended March 31, 2022, total visitation to Singapore increased from approximately 69,000 to 246,000, or 258.2%, as compared to the same period in 2021, while visitation decreased 94.8%, when compared to the same period in 2019.
Summary
The disruptions arising from the COVID-19 Pandemic continued to have a significant adverse impact on the Company’s financial condition and operations during the three months ended March 31, 2022. The duration and intensity of this global health situation and related disruptions are uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2022 will be material, but cannot be reasonably estimated at this time as it is unknown when the impact of the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism patrons to spend on travel and entertainment and business patrons to spend on MICE.
While each of the Company’s properties were open with some operating at reduced levels due to lower visitation and required safety measures in place during the three months ended March 31, 2022, 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 $6.43 billion and access to $1.50 billion, $1.54 billion and $438 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL
9




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of March 31, 2022. 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 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.
On January 18, 2022, the Macao Legislative Assembly published a draft bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming law (the “Gaming Law”). Certain changes to the Gaming Law set out in the draft bill include a reduction in the term of future gaming concessions to ten (10) years; authorization of up to six (6) gaming concession contracts; an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $620 million at exchange rates in effect on March 31, 2022); an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15%; a requirement that casinos be located in real estate owned by the concessionaire; and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.
On March 3, 2022, the Macao government announced its intention to extend the term of Macao’s six concession and subconcession contracts from June 26, 2022 until December 31, 2022 in order to ensure sufficient time to complete the amendment to the Gaming Law and conduct a public tender for the awarding of new gaming concessions. The Macao government invited VML to submit a formal request for an extension along with a commitment to pay up to 47 million patacas (approximately $6 million at exchange rates in effect on March 31, 2022) and provide a bank guarantee to secure the fulfillment of VML’s payment obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires. VML submitted its request for an extension on March 14, 2022. The extension of VML’s subconcession is subject to approval by the Macao government, as well as entering into a subconcession amendment contract with Galaxy Casino Company Limited.
The Company is actively monitoring developments with respect to the Gaming Law amendment and concession renewal process and continues to believe it will be successful in extending the term of its subconcession and/or obtaining a new gaming concession when its current subconcession expires; however, it is possible the Macao government could further change or interpret the associated gaming laws in a manner that could negatively impact the Company.
Under the Company’s Sands China Ltd. (“SCL”) senior notes indentures, upon the occurrence of any event resulting from any change in the Gaming Law (as defined in the indentures) or any action by the gaming authority after which none of SCL or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they were owning or managing casino or gaming areas or operating casino games as at the issue date of the senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, each holder of the SCL senior notes would have the right to require the Company to repurchase all or any part of such holder’s SCL senior notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).
Additionally, 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
10




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.
The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent under the 2018 SCL Credit Facility 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.
Marina Bay Sands Gaming License
In April 2022, the Company paid 72 million Singapore dollars ("SGD," approximately $53 million at exchange rates in effect at the time of the transaction) to the Singapore Casino Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.
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.
Note 2 — Discontinued Operations
On February 23, 2022, the Company completed the previously announced sale of its Las Vegas real property and operations (the “Closing”), including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”), to VICI Properties L.P. (“PropCo”) and Pioneer OpCo, LLC (“OpCo”) for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”). Under the terms of the agreements related to the Las Vegas Sale, OpCo acquired subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $1.05 billion in cash, subject to certain post-closing adjustments, and $1.20 billion in seller financing in the form of a six-year term loan credit and security agreement (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations for approximately $4.0 billion in cash.
Upon closing, the Company received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $80 million, and recognized a gain on disposal of $3.61 billion, before income tax expense of $750 million, during the three months ended March 31, 2022.
As there is no continuing involvement between the Company and the Las Vegas Operations, the Company accounted for the transaction as a sale of a business. The Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021. As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations and cash flows as a discontinued operation for all periods presented. The Company reported the operating results and cash flows related to the Las Vegas Operations through February 22, 2022. Current and non-current assets and liabilities of the Las Vegas Operations as of December 31, 2021, are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale.
Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations.
Contingent Lease Support Agreement
On February 23, 2022, in connection with the Closing, the Company and OpCo entered into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo.
11




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Support Payments are payable on a monthly basis following the Closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $426 million for the period beginning on the date of the Closing and ending December 31, 2022 and $500 million for the period beginning January 1, 2023 and ending December 31, 2023. The Company’s payment obligations are subject to an annual cap equal to $213 million for the annual period beginning on the date of the Closing and ending December 31, 2022 and $250 million for the annual period beginning January 1, 2023 and ending December 31, 2023. Each monthly Support Payment is subject to a prorated cap based on the annual cap. No Support Payments were made for the period post-Closing through March 31, 2022.
Seller Financing Loan Agreement
At the Closing, the Company, as lender, OpCo, as borrower, the parent company of OpCo (“Holdings”) and certain subsidiaries of OpCo as guarantors party thereto (collectively, and with Holdings, the “Guarantors” and, together with OpCo in its capacity as borrower, the “Loan Parties”), entered into the Seller Financing Loan Agreement. Refer to “Note 3 — Loan Receivable” for further information.
The following table represents summarized balance sheet information of assets and liabilities of the discontinued operation:
December 31,
2021
(In millions)
Cash and cash equivalents$55 
Accounts receivable, net of provision for credit losses of $58
126 
Inventories9 
Prepaid expenses and other23 
Property and equipment, net2,864 
Other assets, net226 
Total held for sale assets in the balance sheet$3,303 
Accounts payable$24 
Construction payables8 
Other accrued liabilities318 
Long-term debt2 
Deferred amounts related to mall sale transactions338 
Other long-term liabilities131 
Total held for sale liabilities in the balance sheet$821 


12




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:
Period Ended
February 22,
2022(1)
Three Months Ended
March 31,
2021
(In millions)
Revenues:
Casino$61 $53 
Rooms78 45 
Food and beverage43 24 
Convention, retail and other46 17 
Net revenues228 139 
Resort operations expenses107 111 
Provision for credit losses3  
General and administrative55 75 
Depreciation and amortization 25 
Loss on disposal or impairment of assets 2 
Operating income (loss)63 (74)
Interest expense(2)(3)
Other expense(3)(1)
Income (loss) from operations of discontinued operations58 (78)
Gain on disposal of discontinued operations3,611  
Income (loss) from discontinued operations, before income tax3,669 (78)
Income tax (expense) benefit(762)16 
Net income (loss) from discontinued operations presented in the statement of operations$2,907 $(62)
Adjusted Property EBITDA$63 $(47)
__________________________
(1)    Includes the Las Vegas Operations financial results for the period from January 1, 2022 through February 22, 2022.
For the 53-day period ended February 22, 2022 and for the three months ended March 31, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale. The Company applied the intraperiod tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach. The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation. The difference between the “with” and “without” computations was allocated to discontinued operations.
The Company’s effective income tax rate from discontinued operations was 20.8% for the 53-day period ended February 22, 2022. This compares to a (20.5)% effective income tax rate from discontinued operations for the three months ended March 31, 2021, which reflects the application of the “with and without” approach consistent with intraperiod tax allocation rules. The income tax on discontinued operations reflects a 21% corporate income tax rate on the Company’s Las Vegas Operations. The cash income tax expense as if the discontinued operations was a standalone enterprise and a separate taxpayer is $803 million. The Company files a U.S. consolidated income tax return inclusive of the discontinued operations which allows the income from discontinued operations to utilize net operating loss carryforwards and operating losses from continuing operations, U.S. foreign tax credits and charitable contribution carryforwards. As of March 31, 2022, the Company recorded a U.S. cash tax payable of $615 million inclusive of the gain on sale of the Las Vegas Operations, which is due in quarterly installments on April 18, June 15, September 15, and December 15, 2022.
13




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 3 — Loan Receivable
Seller Financing Loan Agreement
At the Closing, the Company and the Loan Parties entered into the Seller Financing Loan Agreement. The Seller Financing Loan Agreement provides for a six-year senior secured term loan facility in an aggregate principal amount of $1.20 billion (the “Seller Loan”) at the date of the Closing. The Seller Loan is guaranteed by the Guarantors and secured by a first-priority lien on substantially all of the Loan Parties’ assets (subject to customary exceptions and limitations), including a leasehold mortgage from OpCo over certain real estate that was sold to PropCo at the Closing and leased by OpCo.
The Seller Loan will bear interest at a rate equal to 1.50% per annum for the calendar years ending December 31, 2022 and 2023, and 4.25% per annum for each calendar year thereafter, subject to an increase of 1.00% per annum for any interest OpCo elects to pay by increasing the principal amount of the Seller Loan prior to January 1, 2024, and an increase of 1.50% per annum for any such election during the calendar year ending December 31, 2024. Any interest to be paid after December 31, 2024, will be paid in cash.
The Seller Financing Loan Agreement contains certain customary representations and warranties and covenants, subject to customary exceptions and thresholds. The Seller Financing Loan Agreement’s negative covenants restrict the ability of the Loan Parties and their subsidiaries to, among other things, (i) incur debt, (ii) create certain liens on their assets, (iii) dispose of their assets, (iv) make investments or restricted payments, including dividends, (v) merge, liquidate, dissolve, change their business or consolidate with other entities and (vi) enter into affiliate transactions.
The Seller Financing Loan Agreement also contains customary events of default, including payment defaults, cross defaults to material debt, bankruptcy and insolvency, breaches of covenants and inaccuracy of representations and warranties, subject to customary grace periods. Upon an event of default, the Company may declare any then-outstanding amounts due and payable and exercise other customary remedies available to a secured lender.
Loan receivables are carried at the outstanding principal amount. A provision for credit loss on loan receivables is established when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company determines this by considering several factors, including the credit risk and current financial condition of the borrower, the borrower’s ability to pay current obligations, historical trends, and economic and market conditions. The Company performs a credit quality assessment on the loan receivable on a quarterly basis and reviews the need for an allowance under Accounting Standards Update No. 2016-13. The Company evaluates the extent and impact of any credit deterioration that could affect the performance and the value of the secured property, as well as the financial and operating capability of the borrower. The Company also evaluates and considers the overall economic environment, casino and hospitality industry and geographic sub-market in which the secured property is located. Based on the Company’s assessment of the credit quality of the loan receivable, the Company believes it will collect all contractual amounts due under the loan. Accordingly, no provision for credit losses on the loan receivable was established as of March 31, 2022.
Interest income is recorded on an accrual basis at the stated interest rate and is recorded in interest income in the accompanying condensed consolidated statements of operations.
The carrying value of the loan receivable is $1.20 billion as of March 31, 2022, which approximates fair value. Interest income recognized on the loan was $2 million during the three months ended March 31, 2022.

14




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 4 — Long-Term Debt
Long-term debt consists of the following:
March 31,
2022
December 31,
2021
(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $8)
$1,742 $1,742 
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $3)
497 497 
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $8)
992 992 
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)
743 743 
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)
1,792 1,791 
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $6)
794 794 
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $7)
693 693 
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $15)
1,885 1,885 
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)
643 643 
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $9)
691 691 
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)
594 594 
2018 SCL Credit Facility — Revolving950 753 
Other(2)
24 27 
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $41 and $43, respectively)
2,889 2,902 
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)
45 45 
Other(2)
3 3 
14,977 14,795 
Less — current maturities(72)(74)
Total long-term debt$14,905 $14,721 
____________________
(1)Unamortized deferred financing costs of $83 million and $81 million as of March 31, 2022 and December 31, 2021, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.
(2)Includes finance leases related to Macao and Singapore of $21 million and $1 million as of March 31, 2022, respectively, and $24 million and $1 million as of December 31, 2021, respectively.

15




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
LVSC Revolving Facility
As of March 31, 2022, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.
SCL Senior Notes
On February 16, 2022, Standard & Poor’s downgraded the credit rating for the Company and SCL to BB+. As a result of the downgrade, the coupon on each series of the outstanding SCL Senior Notes will increase by 0.25% per annum, with such increase becoming effective on the first interest payment date after February 16, 2022. This will result in an increase of $9 million in interest expense for the year ended December 31, 2022 and $18 million for each year thereafter through 2024, at which time this will decrease as the SCL Senior Notes are repaid based on each of their set maturity dates.
2018 SCL Credit Facility
During the three months ended March 31, 2022, SCL drew down $19 million and 1.42 billion Hong Kong dollars (“HKD,” approximately $182 million at exchange rates in effect on March 31, 2022) under the facility for general corporate purposes.
As of March 31, 2022, SCL had $1.54 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 10.90 billion (approximately $1.39 billion at exchange rates in effect on March 31, 2022) and U.S. dollar commitments of $147 million.
2012 Singapore Credit Facility
As of March 31, 2022, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD 593 million (approximately $438 million at exchange rates in effect on March 31, 2022) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 153 million (approximately $113 million at exchange rates in effect on March 31, 2022) pursuant to a development agreement.
On February 9, 2022, MBS entered into the Fourth Amendment and Restatement Agreement (the “Fourth Amendment Agreement”) with DBS Bank Ltd., as agent and security trustee. The Fourth Amendment Agreement amended and restated the facility agreement, dated as of June 25, 2012 (as amended, the “Existing Facility Agreement”). Pursuant to the Fourth Amendment Agreement, the Existing Facility Agreement was amended to update the terms therein that provide for a transition away from the Swap Offer Rate (“SOR”) as a benchmark interest rate and the replacement of SOR by a replacement benchmark interest rate or mechanism.
Under the Fourth Amendment Agreement, outstanding loans bear interest at the Singapore Overnight Rate Average (“SORA”) with a credit spread adjustment of 0.19% per annum, plus an applicable margin ranging from 1.15% to 1.85% per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at approximately 2.3% as of March 31, 2022).
During 2021, the Company amended its 2012 Singapore Credit Facility, which, among other things, extended to March 31, 2022, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project. The Company is in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the March 31, 2022 deadline. As of March 31, 2022, there is SGD 3.69 billion (approximately $2.73 billion at exchange rates in effect on March 31, 2022) left of total borrowing capacity, which is only available to be drawn under the Singapore Delayed Draw Term Facility after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders. The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.
16




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Debt Covenant Compliance
As of March 31, 2022, management believes the Company was in compliance with all debt covenants. The Company amended its credit facilities to, among other things, waive the Company’s requirement to comply with certain financial covenant ratios through December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore Credit Facility, respectively. The Company’s compliance with its financial covenants for periods beyond December 31, 2022 for MBS and LVSC and January 1, 2023 for SCL, could be affected by certain factors beyond the Company’s control, such as the impact of the COVID-19 Pandemic, including current travel and border restrictions continuing in the future. The Company will pursue additional waivers to meet the required financial covenant ratios for periods beyond the current covenant waiver periods, if deemed necessary.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:
Three Months Ended
March 31,
20222021
(In millions)
Proceeds from 2018 SCL Credit Facility$201 $505 
$201 $505 
Repayments on 2012 Singapore Credit Facility$(16)$(16)
Repayments on Other Long-Term Debt(1)(2)
$(17)$(18)
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of March 31, 2022 and December 31, 2021, was approximately $14.35 billion and $15.06 billion, respectively, compared to its contractual value of $15.08 billion and $14.90 billion, respectively. The estimated fair value of the Company’s long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).
Note 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. 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
17




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.
Accounts receivable, net, consists of the following:
March 31,
2022
December 31,
2021
(In millions)
Casino
$313 $313 
Rooms
9 13 
Mall
30 91 
Other
29 17 
381 434 
Less - provision for credit losses
(234)(232)
$147 $202 
The following table shows the movement in the provision for credit losses recognized for accounts receivable:
20222021
(In millions)
Balance at January 1$232 $255 
Current period provision for credit losses
4 4 
Write-offs
(2)(15)
Exchange rate impact
 (2)
Balance at March 31
$234 $242 
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 LiabilityLoyalty Program Liability
Customer Deposits and Other Deferred Revenue(1)
202220212022202120222021
(In millions)
Balance at January 1$74 $197 $61 $62 $618 $633 
Balance at March 31
57 153 63 62 587 610 
Increase (decrease)$(17)$(44)$2 $ $(