LAS VEGAS SANDS CORP 10-Q

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” COVID-19 Pandemic In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). As a result, people across the globe have been advised to avoid non-essential travel. Steps have also been taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus. Visitation to Macao has decreased substantially, driven by various government policies limiting travel. The China Individual Visit Scheme to Macao (“China IVS”) and group tour schemes have been suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, has been enacted by the government for Macao residents, citizens of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers. On July 13, 2020 it was announced anyone entering Guangdong from Macao is exempt from the 14-day mandatory quarantine starting on July 15, 2020, with a negative COVID-19 test and a green health-code. The Macao government suspended all gaming operations beginning on February 5, 2020. Our Macao casino operations resumed on February 20, 2020, except for casino operations at Sands Cotai Central, which resumed on February 27, 2020. Certain health safeguards, however, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection and health declarations remain in effect at the present time. Our management team is currently unable to determine when these measures will be modified or cease to be necessary. Some of our Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”), these hotels were gradually reopened from February 20, 2020, in line with operational needs and demand. The Conrad hotel reopened on June 13, 2020. Additionally, on March 28, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house Macao citizens and others upon their initial return from other jurisdictions for quarantine. The use of this tower by the Macao government ceased on May 1, 2020, but was subsequently reactivated on June 7, 2020. A limited number of restaurants across our Macao properties have reopened. The majority of retail outlets in the 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 Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020. In response, we have suspended our Macao ferry operations between Macao and Hong Kong. The timing and manner in which our normal ferry operations will be able to resume are currently unknown. The Macao government announced total visitation from mainland China to Macao on a monthly basis decreased by 14.9% (with an 83.3% decrease in visitation over the first seven days of Chinese New Year) in January 2020 and decreased in a range of 96.3% to 99.6% in February to May 2020, as compared to the same periods in 2019. It also announced monthly gross gaming revenue decreased by 11.3% in January 2020 and decreased in a range of 79.7% to 97.0% in February to June 2020, as compared to the same periods in 2019. 23 Table of Contents Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic. The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and the retail mall operations. The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members. As of July 9, 2020, the casino opened to all SRC members. All operations are currently subject to limited capacities. On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore citizens upon their initial return from other jurisdictions for quarantine. The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers will continue through July 26, 2020. Additionally, beginning on July 17, 2020, the first tower reopened for normal operations. The date on which convention and nightlife venues may reopen is unknown at this time. In the months leading up to the closure, visitation to Marina Bay Sands declined. The Singapore Tourism Board announced for the quarter ended March 31, 2020, the total change in visitation decreased approximately 64%, as compared to the same periods in 2019. Total visitation decreased by approximately 100% in April and May 2020, as compared to the same periods in 2019. On March 17, 2020, the Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic. On May 28, 2020, the Nevada government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada. We opened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity. Convention, meeting and certain entertainment related operations remain closed. Visitation to our Las Vegas Operating properties declined in the months leading up to the closure. The Las Vegas Convention and Visitors Authority announced for the quarter ended March 31, 2020, the total change in visitation decreased 18.3%, as compared to the same period in 2019. Total visitation decreased by 97% and 95.9% in April and May 2020, respectively, as compared to the same periods in 2019. It also announced for the quarter ended March 31, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4%, as compared to the same periods in 2019. Total gross gaming revenue decreased by 99.3% in April and May 2020, as compared to the same periods in 2019. In connection with reopening the Singapore and Las Vegas properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will have on operations in the months that follow reopening. For example, there have been a number of group cancellations through October 2020 and there may be additional restrictions placed on our other services, such as nightclubs and entertainment venues. If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China IVS and other global restrictions on inbound travel from other countries are not modified or eliminated or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted. We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $3.02 billion and access to $1.50 billion, $2.02 billion and $425 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.75 billion Singapore dollars (“SGD,” approximately $2.69 billion at exchange rates in effect on June 30, 2020) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of June 30, 2020. We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items. 24 Table of Contents Operations We view each of our Integrated Resort properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. Our operating segment in the U.S. is the Las Vegas Operating Properties, which includes The Venetian Resort Las Vegas and the Sands Expo Center . Critical Accounting Policies and Estimates For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2019 Annual Report on Form 10-K filed on February 7, 2020. There were no newly identified significant accounting estimates during the six months ended June 30, 2020, nor were there any material changes to the critical accounting policies and estimates discussed in our 2019 Annual Report. Recent Accounting Pronouncements See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Accounts Receivable, Net and Customer Contract Related Liabilities.” Operating Results Key Operating Revenue Measurements Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis. Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space. The following are the key measurements we use to evaluate operating revenues: Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited. We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 26.0%, 22.5%, 23.3%, 25.2%, 19.0% and 19.8% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 4.7%, 4.2%, 3.8%, 5.7%, 25 Table of Contents 3.2% and 4.5% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 26.4% and 14.7%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2020. Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Our slot machines have produced a trailing 12-month hold percentage of 7.9% at our Las Vegas Operating Properties. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 69.9% of our table games play at our Las Vegas Operating Properties, for the six months ended June 30, 2020, was conducted on a credit basis. Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao and Singapore government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests. Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation. Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019 Summary Financial Results Our financial results were adversely impacted by decreased visitation at our Macao operating properties and the temporary closures of Marina Bay Sands and our Las Vegas Operating Properties due to the COVID-19 Pandemic. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended June 30, 2020, decreased 97.1% to $98 million, compared to $3.33 billion for the three months ended June 30, 2019. Operating loss was $922 million compared to operating income of $894 million for the three months ended June 30, 26 Table of Contents 2019. Net loss was $985 million for the three months ended June 30, 2020, compared to net income of $1.11 billion for the three months ended June 30, 2019. Operating Revenues Our net revenues consisted of the following: Three Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Casino $ 10 $ 2,361 (99.6) % Rooms 14 429 (96.7) % Food and beverage 12 224 (94.6) % Mall 42 166 (74.7) % Convention, retail and other 20 154 (87.0) % Total net revenues $ 98 $ 3,334 (97.1) % Consolidated net revenues were $98 million for the three months ended June 30, 2020, a decrease of $3.24 billion compared to $3.33 billion for the three months ended June 30, 2019. The decrease was across our jurisdictions and properties with decreases of $2.10 billion, $666 million and $382 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases were driven by the COVID-19 Pandemic described above and the related reduction in visitation due to travel restrictions and the temporary closures of our Las Vegas Operating Properties and Marina Bay Sands. Additionally, there was a $90 million decrease due to the sale of Sands Bethlehem on May 31, 2019. Net casino revenues decreased $2.35 billion compared to the three months ended June 30, 2019. The change was driven by a $1.71 billion decrease at our Macao operations, due to decreases in Non-Rolling Chip drop and Rolling Chip volume. Marina Bay Sands decreased $461 million due to decreases in Non-Rolling Chip drop, Rolling Chip volume and slot handle. Our Las Vegas Operating Properties decreased $98 million due to decreases in table games drop and slot handle. These decreases were driven by the COVID-19 Pandemic described above. Additionally, a decrease of $79 million was attributable to the sale of Sands Bethlehem on May 31, 2019. The following table summarizes the results of our casino activity: Three Months Ended June 30, 2020 2019 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 5 $ 698 (99.3) % Non-Rolling Chip drop $ 16 $ 2,346 (99.3) % Non-Rolling Chip win percentage 24.8 % 24.7 % 0.1 pts Rolling Chip volume $ 108 $ 6,444 (98.3) % Rolling Chip win percentage 1.48 % 3.53 % (2.05) pts Slot handle $ 58 $ 1,021 (94.3) % Slot hold percentage 2.5 % 4.4 % (1.9) pts Sands Cotai Central Total net casino revenues $ 1 $ 358 (99.7) % Non-Rolling Chip drop $ 6 $ 1,627 (99.6) % Non-Rolling Chip win percentage 6.9 % 21.7 % (14.8) pts Rolling Chip volume $ — $ 1,272 (100.0) % Rolling Chip win percentage — % 2.56 % (2.56) pts Slot handle $ 11 $ 1,014 (98.9) % Slot hold percentage 3.3 % 4.4 % (1.1) pts 27 Table of Contents Three Months Ended June 30, 2020 2019 Change (Dollars in millions) The Parisian Macao Total net casino revenues $ (30) $ 343 (108.7) % Non-Rolling Chip drop $ 6 $ 1,136 (99.5) % Non-Rolling Chip win percentage 20.4 % 22.9 % (2.5) pts Rolling Chip volume $ 382 $ 4,146 (90.8) % Rolling Chip win percentage (6.40) % 3.39 % (9.79) pts Slot handle $ 19 $ 1,016 (98.1) % Slot hold percentage 4.7 % 3.9 % 0.8 pts The Plaza Macao and Four Seasons Hotel Macao Total net casino revenues $ 8 $ 162 (95.1) % Non-Rolling Chip drop $ 19 $ 331 (94.3) % Non-Rolling Chip win percentage 6.5 % 23.5 % (17.0) pts Rolling Chip volume $ 563 $ 3,238 (82.6) % Rolling Chip win percentage 2.42 % 4.19 % (1.77) pts Slot handle $ — $ 132 (100.0) % Slot hold percentage — % 7.7 % (7.7) pts Sands Macao Total net casino revenues $ 5 $ 141 (96.5) % Non-Rolling Chip drop $ 28 $ 699 (96.0) % Non-Rolling Chip win percentage 10.2 % 17.3 % (7.1) pts Rolling Chip volume $ 219 $ 1,261 (82.6) % Rolling Chip win percentage 0.78 % 1.90 % (1.12) pts Slot handle $ 77 $ 691 (88.9) % Slot hold percentage 3.3 % 3.1 % 0.2 pts Singapore Operations: Marina Bay Sands Total net casino revenues $ 7 $ 468 (98.5) % Non-Rolling Chip drop $ 25 $ 1,201 (97.9) % Non-Rolling Chip win percentage 22.2 % 22.0 % 0.2 pts Rolling Chip volume $ 122 $ 7,195 (98.3) % Rolling Chip win percentage 1.91 % 2.49 % (0.58) pts Slot handle $ 94 $ 3,675 (97.4) % Slot hold percentage 3.7 % 4.4 % (0.7) pts U.S. Operations: Las Vegas Operating Properties Total net casino revenues $ 14 $ 112 (87.5) % Table games drop $ 99 $ 514 (80.7) % Table games win percentage 11.8 % 17.8 % (6.0) pts Slot handle $ 192 $ 712 (73.0) % Slot hold percentage 5.8 % 8.4 % (2.6) pts ____________________ Note: We completed the sale of Sands Bethlehem on May 31, 2019. In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered. 28 Table of Contents Room revenues decreased $415 million compared to the three months ended June 30, 2019. The decrease was primarily a result of the temporary closures of our Las Vegas Operating Properties and Marina Bay Sands. Additionally, certain rooms within Sands Cotai Central were utilized for quarantine purposes and certain rooms across our Macao properties for lodging provided to team members due to travel restrictions, driven by the COVID-19 Pandemic described above. The following table summarizes the results of our room activity: Three Months Ended June 30, 2020 2019 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 1 $ 53 (98.1) % Occupancy rate 2.1 % 93.9 % (91.8) pts Average daily room rate (ADR) $ 220 $ 221 (0.5) % Revenue per available room (RevPAR) $ 5 $ 208 (97.6) % Sands Cotai Central Total room revenues $ — $ 77 (100.0) % Occupancy rate 1.1 % 94.8 % (93.7) pts Average daily room rate (ADR) $ 144 $ 155 (7.1) % Revenue per available room (RevPAR) $ 2 $ 147 (98.6) % The Parisian Macao Total room revenues $ 1 $ 32 (96.9) % Occupancy rate 3.5 % 95.8 % (92.3) pts Average daily room rate (ADR) $ 148 $ 157 (5.7) % Revenue per available room (RevPAR) $ 5 $ 150 (96.7) % The Plaza Macao and Four Seasons Hotel Macao Total room revenues $ 1 $ 10 (90.0) % Occupancy rate 6.2 % 89.9 % (83.7) pts Average daily room rate (ADR) $ 358 $ 335 6.9 % Revenue per available room (RevPAR) $ 22 $ 301 (92.7) % Sands Macao Total room revenues $ 1 $ 5 (80.0) % Occupancy rate 10.6 % 99.5 % (88.9) pts Average daily room rate (ADR) $ 153 $ 170 (10.0) % Revenue per available room (RevPAR) $ 16 $ 169 (90.5) % Singapore Operations: Marina Bay Sands Total room revenues $ 1 $ 93 (98.9) % Occupancy rate 40.2 % 97.2 % (57.0) pts Average daily room rate (ADR) $ 328 $ 420 (21.9) % Revenue per available room (RevPAR) $ 132 $ 408 (67.6) % U.S. Operations: Las Vegas Operating Properties Total room revenues $ 9 $ 156 (94.2) % Occupancy rate 33.5 % 97.2 % (63.7) pts Average daily room rate (ADR) $ 162 $ 251 (35.5) % Revenue per available room (RevPAR) $ 54 $ 244 (77.9) % ____________________ Note: We completed the sale of Sands Bethlehem on May 31, 2019. Food and beverage revenues decreased $212 million compared to the three months ended June 30, 2019. The decrease was primarily due to decreases of $84 million, $68 million and $56 million at our Las Vegas Operating 29 Table of Contents Properties, our Macao operating properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above. Mall revenues decreased $124 million compared to the three months ended June 30, 2019. The decrease was primarily due to $111 million in rent concessions granted to our mall tenants in Macao and Singapore in response to the COVID-19 Pandemic. For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore: Three Months Ended June 30, 2020 2019 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 18 $ 62 (71.0) % Mall gross leasable area (in square feet) 812,934 812,966 — % Occupancy 85.6 % 91.3 % (5.7) pts Base rent per square foot $ 293 $ 270 8.5 % Tenant sales per square foot (1) $ 1,224 $ 1,688 (27.5) % Shoppes at Cotai Central (2) Total mall revenues $ 7 $ 16 (56.3) % Mall gross leasable area (in square feet) 525,497 523,511 0.4 % Occupancy 87.6 % 91.3 % (3.7) pts Base rent per square foot $ 102 $ 106 (3.8) % Tenant sales per square foot (1) $ 603 $ 967 (37.6) % Shoppes at Parisian Total mall revenues $ 4 $ 14 (71.4) % Mall gross leasable area (in square feet) 295,963 295,915 — % Occupancy 86.8 % 89.9 % (3.1) pts Base rent per square foot $ 150 $ 151 (0.7) % Tenant sales per square foot (1) $ 561 $ 650 (13.7) % Shoppes at Four Seasons Total mall revenues $ 9 $ 31 (71.0) % Mall gross leasable area (in square feet) 242,425 241,548 0.4 % Occupancy 94.6 % 97.6 % (3.0) pts Base rent per square foot $ 544 $ 465 17.0 % Tenant sales per square foot (1) $ 3,775 $ 4,505 (16.2) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 3 $ 42 (92.9) % Mall gross leasable area (in square feet) 593,756 601,313 (1.3) % Occupancy 95.3 % 94.7 % 0.6 pts Base rent per square foot $ 254 $ 265 (4.2) % Tenant sales per square foot (1) $ 1,500 $ 1,945 (22.9) % __________________________ Note: This table excludes the results of mall operations at Sands Macao and Sands Bethlehem. (1) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. (2) The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central’s renovation, rebranding and expansion to The Londoner Macao. 30 Table of Contents Convention, retail and other revenues decreased $134 million compared to the three months ended June 30, 2019, driven by decreases of $53 million, $36 million and $18 million at our Las Vegas Operating Properties, our Macao operating properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above. Additionally, our ferry operations decreased $23 million, due to the temporary closures of the Hong Kong China Ferry Terminal and the Hong Kong Macao Ferry Terminal in response to the COVID-19 Pandemic. Operating Expenses Our operating expenses consisted of the following: Three Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Casino $ 218 $ 1,309 (83.3) % Rooms 50 113 (55.8) % Food and beverage 66 174 (62.1) % Mall 11 18 (38.9) % Convention, retail and other 27 75 (64.0) % Provision for credit losses 17 7 142.9 % General and administrative 262 376 (30.3) % Corporate 53 51 3.9 % Pre-opening 4 10 (60.0) % Development 9 4 125.0 % Depreciation and amortization 285 289 (1.4) % Amortization of leasehold interests in land 13 14 (7.1) % Loss on disposal or impairment of assets 5 — — % Total operating expenses $ 1,020 $ 2,440 (58.2) % Operating expenses were $1.02 billion for the three months ended June 30, 2020, a decrease of $1.42 billion compared to $2.44 billion for the three months ended June 30, 2019, primarily driven by a decrease in casino expenses of $1.09 billion. Additionally, general and administrative expenses decreased $114 million and food and beverage expenses decreased $108 million. The decreases were mainly driven by the COVID-19 Pandemic described above. Although management has implemented certain cost reduction programs, operating margins in each business segment were negatively impacted due to employee and other costs incurred during this period of decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through the government mandated closures amid significantly reduced visitation. The level of payroll costs during the period were reduced by $73 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the CARES Act in the U.S. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave. Casino expenses decreased $1.09 billion compared to the three months ended June 30, 2019. The decrease was primarily attributable to a $928 million decrease in gaming taxes resulting from decreased casino revenues, as previously described. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $51 million decrease. Room expenses decreased $63 million compared to the three months ended June 30, 2019. The decrease was driven by decreases of $27 million, $25 million and $10 million at our Las Vegas Operating Properties, Macao operating properties and Marina Bay Sands, respectively. These decreases are consistent with the reduction in room revenue. Food and beverage expenses decreased $108 million compared to the three months ended June 30, 2019, due to decreases of $36 million, $35 million and $34 million at our Macao operating properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues. Convention, retail and other expenses decreased $48 million compared to the three months ended June 30, 2019, primarily driven by a $19 million decrease in ferry expenses resulting from the closure of the ferry terminals in response to the COVID-19 Pandemic. Additionally, there were decreases of $15 million and $8 million at our Las 31 Table of Contents Vegas Operating Properties and Macao operating properties, respectively, which were consistent with the decreases in convention, retail and other revenue discussed above. Provision for credit losses increased $10 million compared to the three months ended June 30, 2019, primarily due to the recovery of previously reserved amounts for the three months ended June 30, 2019. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit. General and administrative expenses decreased $114 million compared to the three months ended June 30, 2019. The decrease was due to decreases of $44 million, $34 million and $24 million at our Macao operating properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively, primarily driven by decreases in marketing, payroll and property operations costs. Pre-opening expenses represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $6 million compared to the three months ended June 30, 2019, primarily due to the opening of new venues at Marina Bay Sands in the second quarter of 2019. Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred. Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 8 — Segment Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income/loss): Three Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Macao: The Venetian Macao $ (97) $ 336 (128.9) % Sands Cotai Central (79) 165 (147.9) % The Parisian Macao (81) 139 (158.3) % The Plaza Macao and Four Seasons Hotel Macao (18) 83 (121.7) % Sands Macao (31) 43 (172.1) % Ferry Operations and Other (6) (1) N.M. (312) 765 (140.8) % Marina Bay Sands (113) 346 (132.7) % United States: Las Vegas Operating Properties (122) 136 (189.7) % Sands Bethlehem (1) — 19 (100.0) % (122) 155 (178.7) % Consolidated adjusted property EBITDA (2) $ (547) $ 1,266 (143.2) % __________________________ N.M. - not meaningful (1) We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019. (2) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain on sale of Sands Bethlehem, gain or loss on modification or early retirement of debt and income 32 Table of Contents taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies. Adjusted property EBITDA at our Macao operations decreased $1.08 billion compared with the three months ended June 30, 2019, primarily due to decreased casino revenues, driven by reduced visitation from travel restrictions resulting from the COVID-19 Pandemic. Adjusted property EBITDA at Marina Bay Sands decreased $459 million compared to the three months ended June 30, 2019, primarily due to decreased casino revenues, driven by the temporary closure of the property on April 7, 2020, resulting from the COVID-19 Pandemic. Adjusted property EBITDA at our Las Vegas Operating Properties decreased $258 million compared to the three months ended June 30, 2019, primarily due to decreased room and casino revenues driven by the temporary closure of the property on March 18, 2020 through June 3, 2020, resulting from the COVID-19 Pandemic. Interest Expense The following table summarizes information related to interest expense: Three Months Ended June 30, 2020 2019 (Dollars in millions) Interest cost $ 118 $ 141 Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 3 4 Less — capitalized interest (3) (2) Interest expense, net $ 118 $ 143 Weighted average total debt balance $ 13,073 $ 12,053 Weighted average interest rate 3.6 % 4.7 % Interest cost decreased $23 million compared to the three months ended June 30, 2019, resulting primarily from a decrease in our weighted average interest rate. The decrease in our weighted average interest rate was primarily due to the impact of the interest rate swap hedges on $5.50 billion of our SCL Senior Notes issued in August 2018. This decrease was partially offset by an increase in the weighted average total debt balance, due to the issuance of the 2026 and 2030 SCL Senior Notes issued on June 4, 2020, in addition to the LVSC Senior Note issued on November 25, 2019. Other Factors Affecting Earnings Other expense was $3 million for the three months ended June 30, 2020, compared to other income of $20 million for the three months ended June 30, 2019. The change from the prior year period was due primarily to a $21 million decrease in foreign currency transaction gains driven by the impact of foreign currency exchange rate increase of 312 basis points on U.S. dollar denominated debt held by Sands China Ltd. and a $7 million increase in foreign currency transaction losses driven by the impact of the foreign currency exchange rate decrease of 282 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars. 33 Table of Contents Our income tax benefit was $54 million on a loss before income taxes of $1.04 billion for the three months ended June 30, 2020. This compares to a 17.6% effective income tax rate for the three months ended June 30, 2019. The effective income tax rate for the three months ended June 30, 2019, would have been 9.6% without the discrete income tax expense of $161 million resulting from the sale of Sands Bethlehem. The income tax benefit for the three months ended June 30, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our Singapore and U.S. operations recorded tax benefits associated with the pre-tax book losses incurred during the three months ended June 30, 2020. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. The net loss attributable to our noncontrolling interests was $165 million for the three months ended June 30, 2020, compared to a net income attributable to our noncontrolling interests of $154 million for the three months ended June 30, 2019. These amounts primarily related to the noncontrolling interest of SCL. Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019 Summary Financial Results Our financial results were adversely impacted by temporary closures and decreased visitation at each of our operating properties due to the COVID-19 Pandemic. See “COVID-19 Pandemic” for further information. Net revenues for the six months ended June 30, 2020, was $1.88 billion, compared to $6.98 billion for the six months ended June 30, 2019. Operating loss was $867 million compared to operating income of $1.87 billion for the six months ended June 30, 2019. Net loss was $1.04 billion for the six months ended June 30, 2020, compared to net income of $1.85 billion for the six months ended June 30, 2019. Operating Revenues Our net revenues consisted of the following: Six Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Casino $ 1,187 $ 5,022 (76.4) % Rooms 282 879 (67.9) % Food and beverage 151 456 (66.9) % Mall 145 326 (55.5) % Convention, retail and other 115 297 (61.3) % Total net revenues $ 1,880 $ 6,980 (73.1) % Consolidated net revenues were $1.88 billion for the six months ended June 30, 2020, a decrease of $5.10 billion compared to $6.98 billion for the six months ended June 30, 2019, due to decreases of $3.62 billion, $821 million and $433 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were driven by decreased visitation and property closures as a result of the COVID-19 Pandemic, as described above. Additionally, there was a $227 million decrease due to the sale of Sands Bethlehem on May 31, 2019. 34 Table of Contents Net casino revenues decreased $3.84 billion compared to the six months ended June 30, 2019. The decrease was primarily attributable to decreases of $2.96 billion and $566 million at our Macao operations and Marina Bay Sands, respectively, mainly driven by decreases in Non-Rolling Chip drop and Rolling Chip volume due to decreases in visitation at our Macao properties and the closure of Marina Bay Sands during the quarter ended June 30, 2020 as result of the COVID-19 Pandemic described above. Our Las Vegas operating properties decreased $109 million due to decreases in table game drop and slot handle as the property was closed for a portion of the six months ended June 30, 2020, as a result of the COVID-19 Pandemic described above. Additionally, there was a decrease of $199 million attributable to the sale of Sands Bethlehem on May 31, 2019. The following table summarizes the results of our casino activity: Six Months Ended June 30, 2020 2019 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 256 $ 1,438 (82.2) % Non-Rolling Chip drop $ 832 $ 4,612 (82.0) % Non-Rolling Chip win percentage 26.9 % 26.6 % 0.3 pts Rolling Chip volume $ 2,378 $ 13,945 (82.9) % Rolling Chip win percentage 2.96 % 3.18 % (0.22) pts Slot handle $ 497 $ 1,912 (74.0) % Slot hold percentage 4.2 % 4.7 % (0.5) pts Sands Cotai Central Total net casino revenues $ 124 $ 803 (84.6) % Non-Rolling Chip drop $ 561 $ 3,326 (83.1) % Non-Rolling Chip win percentage 21.8 % 22.7 % (0.9) pts Rolling Chip volume $ 167 $ 3,216 (94.8) % Rolling Chip win percentage 5.85 % 3.85 % 2.00 pts Slot handle $ 377 $ 2,077 (81.8) % Slot hold percentage 4.4 % 4.2 % 0.2 pts The Parisian Macao Total net casino revenues $ 85 $ 730 (88.4) % Non-Rolling Chip drop $ 396 $ 2,276 (82.6) % Non-Rolling Chip win percentage 23.7 % 23.0 % 0.7 pts Rolling Chip volume $ 2,272 $ 8,063 (71.8) % Rolling Chip win percentage 0.99 % 3.99 % (3.00) pts Slot handle $ 451 $ 2,141 (78.9) % Slot hold percentage 3.5 % 3.6 % (0.1) pts 35 Table of Contents Six Months Ended June 30, 2020 2019 Change (Dollars in millions) The Plaza Macao and Four Seasons Hotel Macao Total net casino revenues $ 91 $ 335 (72.8) % Non-Rolling Chip drop $ 229 $ 688 (66.7) % Non-Rolling Chip win percentage 28.0 % 24.3 % 3.7 pts Rolling Chip volume $ 2,189 $ 7,726 (71.7) % Rolling Chip win percentage 2.73 % 3.71 % (0.98) pts Slot handle $ 37 $ 280 (86.8) % Slot hold percentage 4.7 % 6.2 % (1.5) pts Sands Macao Total net casino revenues $ 69 $ 280 (75.4) % Non-Rolling Chip drop $ 278 $ 1,362 (79.6) % Non-Rolling Chip win percentage 19.1 % 17.5 % 1.6 pts Rolling Chip volume $ 726 $ 2,462 (70.5) % Rolling Chip win percentage 3.29 % 1.88 % 1.41 pts Slot handle $ 353 $ 1,306 (73.0) % Slot hold percentage 3.1 % 3.3 % (0.2) pts Singapore Operations: Marina Bay Sands Total net casino revenues $ 446 $ 1,012 (55.9) % Non-Rolling Chip drop $ 1,103 $ 2,544 (56.6) % Non-Rolling Chip win percentage 19.9 % 21.6 % (1.7) pts Rolling Chip volume $ 6,762 $ 14,323 (52.8) % Rolling Chip win percentage 3.50 % 2.81 % 0.69 pts Slot handle $ 2,964 $ 7,235 (59.0) % Slot hold percentage 4.3 % 4.5 % (0.2) pts U.S. Operations: Las Vegas Operating Properties Total net casino revenues $ 116 $ 225 (48.4) % Table games drop $ 544 $ 932 (41.6) % Table games win percentage 18.4 % 20.0 % (1.6) pts Slot handle $ 794 $ 1,380 (42.5) % Slot hold percentage 7.6 % 8.4 % (0.8) pts ____________________ Note: We completed the sale of Sands Bethlehem on May 31, 2019. 36 Table of Contents Room revenues decreased $597 million compared to the six months ended June 30, 2019. The decrease was primarily a result of the temporary closures of our Las Vegas Operating Properties and Marina Bay Sands. Additionally, certain rooms within Sands Cotai Central were utilized for quarantine purposes and certain rooms across our Macao properties for lodging provided to team members due to travel restrictions, driven by the COVID-19 Pandemic described above. The following table summarizes the results of our room activity: Six Months Ended June 30, 2020 2019 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 22 $ 110 (80.0) % Occupancy rate 22.3 % 95.3 % (73.0) pts Average daily room rate (ADR) $ 237 $ 225 5.3 % Revenue per available room (RevPAR) $ 53 $ 214 (75.2) % Sands Cotai Central Total room revenues $ 27 $ 161 (83.2) % Occupancy rate 23.0 % 96.1 % (73.1) pts Average daily room rate (ADR) $ 174 $ 156 11.5 % Revenue per available room (RevPAR) $ 40 $ 150 (73.3) % The Parisian Macao Total room revenues $ 14 $ 64 (78.1) % Occupancy rate 21.9 % 97.2 % (75.3) pts Average daily room rate (ADR) $ 167 $ 158 5.7 % Revenue per available room (RevPAR) $ 37 $ 153 (75.8) % The Plaza Macao and Four Seasons Hotel Macao Total room revenues $ 5 $ 20 (75.0) % Occupancy rate 26.4 % 89.8 % (63.4) pts Average daily room rate (ADR) $ 332 $ 335 (0.9) % Revenue per available room (RevPAR) $ 88 $ 301 (70.8) % Sands Macao Total room revenues $ 3 $ 9 (66.7) % Occupancy rate 35.9 % 99.7 % (63.8) pts Average daily room rate (ADR) $ 176 $ 174 1.1 % Revenue per available room (RevPAR) $ 63 $ 173 (63.6) % Singapore Operations: Marina Bay Sands Total room revenues $ 75 $ 195 (61.5) % Occupancy rate 78.9 % 97.6 % (18.7) pts Average daily room rate (ADR) $ 415 $ 437 (5.0) % Revenue per available room (RevPAR) $ 327 $ 427 (23.4) % U.S. Operations: Las Vegas Operating Properties Total room revenues $ 136 $ 313 (56.5) % Occupancy rate 74.9 % 96.1 % (21.2) pts Average daily room rate (ADR) $ 256 $ 257 (0.4) % Revenue per available room (RevPAR) $ 192 $ 247 (22.3) % ____________________ Note: We completed the sale of Sands Bethlehem on May 31, 2019. Food and beverage revenues decreased $305 million compared to the six months ended June 30, 2019. The decrease was mainly due to decreases of $127 million, $99 million and $68 million at our Macao operating 37 Table of Contents properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above. Mall revenues decreased $181 million compared to the six months ended June 30, 2019. The decrease was primarily due to $170 million in rent concessions granted to our mall tenants in Macao and Singapore in response to the COVID-19 Pandemic. For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore: Six Months Ended June 30, (1) 2020 2019 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 47 $ 118 (60.2) % Mall gross leasable area (in square feet) 812,934 812,966 — % Occupancy 85.6 % 91.3 % (5.7) pts Base rent per square foot $ 293 $ 270 8.5 % Tenant sales per square foot (2) $ 1,224 $ 1,688 (27.5) % Shoppes at Cotai Central (3) Total mall revenues $ 16 $ 32 (50.0) % Mall gross leasable area (in square feet) 525,497 523,511 0.4 % Occupancy 87.6 % 91.3 % (3.7) pts Base rent per square foot $ 102 $ 106 (3.8) % Tenant sales per square foot (2) $ 603 $ 967 (37.6) % Shoppes at Parisian Total mall revenues $ 10 $ 26 (61.5) % Mall gross leasable area (in square feet) 295,963 295,915 — % Occupancy 86.8 % 89.9 % (3.1) pts Base rent per square foot $ 150 $ 151 (0.7) % Tenant sales per square foot (2) $ 561 650 (13.7) % Shoppes at Four Seasons Total mall revenues $ 26 $ 62 (58.1) % Mall gross leasable area (in square feet) 242,425 241,548 0.4 % Occupancy 94.6 % 97.6 % (3.0) pts Base rent per square foot $ 544 $ 465 17.0 % Tenant sales per square foot (2) $ 3,775 $ 4,505 (16.2) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 45 $ 85 (47.1) % Mall gross leasable area (in square feet) 593,756 601,313 (1.3) % Occupancy 95.3 % 94.7 % 0.6 pts Base rent per square foot $ 254 $ 265 (4.2) % Tenant sales per square foot (2) $ 1,500 $ 1,945 (22.9) % __________________________ Note: This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem. (1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2020 and 2019, they are identical to the summary presented herein for the three months ended June 30, 2020 and 2019, respectively. (2) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. 38 Table of Contents (3) The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central’s renovation, rebranding and expansion to The Londoner Macao. Convention, retail and other revenues decreased $182 million compared to the six months ended June 30, 2019 driven by decreases of $56 million, $48 million and $27 million at our Macao operating properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above. Additionally, there was a $41 million decrease related to our ferry operations, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic. Operating Expenses Our operating expenses consisted of the following: Six Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Casino $ 925 $ 2,748 (66.3) % Rooms 142 223 (36.3) % Food and beverage 205 352 (41.8) % Mall 28 35 (20.0) % Convention, retail and other 83 155 (46.5) % Provision for credit losses 35 11 (218.2) % General and administrative 581 745 (22.0) % Corporate 112 203 (44.8) % Pre-opening 9 14 (35.7) % Development 15 9 66.7 % Depreciation and amortization 575 590 (2.5) % Amortization of leasehold interests in land 27 23 17.4 % Loss on disposal or impairment of assets 10 7 42.9 % Total operating expenses $ 2,747 $ 5,115 (46.3) % Operating expenses were $2.75 billion for the six months ended June 30, 2020, a decrease of $2.37 billion compared to $5.12 billion for the six months ended June 30, 2019. The decrease was primarily driven by a $1.82 billion decrease in casino expenses. Additionally, general and administrative expenses decreased $164 million and food and beverage expenses decreased $147 million driven by the COVID-19 Pandemic, described above. Although management has implemented certain cost reduction programs, operating margins in each business segment were negatively impacted due to employee and other costs incurred during this period of decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through the government mandated closures amid significantly reduced visitation. The level of payroll costs during the period were reduced by $76 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the CARES Act in the U.S. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave. Casino expenses decreased $1.82 billion compared to the six months ended June 30, 2019. The decrease was primarily attributable to a decrease of $1.55 billion in gaming taxes due to decreased casino revenues, as previously described. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $127 million decrease. Room expenses decreased $81 million compared to the six months ended June 30, 2019. The decrease was driven by decreases of $39 million, $29 million and $11 million at our Macao operating properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively. These decreases are consistent with the reduction in room revenue. Food and beverage expenses decreased $147 million compared to the six months ended June 30, 2019, due to decreases of $66 million, $36 million and $36 million at our Macao operating properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues. 39 Table of Contents Convention, retail and other expenses decreased $72 million compared to the six months ended June 30, 2019 driven by a decrease of $35 million related to the closure of the ferry terminals previously described. Additionally, our Macao operating properties, Las Vegas Operating Properties and Marina Bay Sands decreased $15 million, $13 million and $7 million, respectively, as a result of the COVID-19 Pandemic described above. The provision for credit losses was $35 million for the six months ended June 30, 2020, compared to $11 million for the six months ended June 30, 2019. The increase resulted from increased collections of previously reserved customer balances during the six months ended June 30, 2019. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit. General and administrative expenses decreased $164 million compared to the six months ended June 30, 2019 due to decreases of $68 million, $38 million and $27 million at our Macao operating properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were primarily driven by decreases in marketing, payroll and property operations costs. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $33 million decrease. Corporate expenses decreased $91 million compared to the six months ended June 30, 2019. The decrease was primarily due to a nonrecurring legal settlement during the six months ended June 30, 2019. Pre-opening expenses represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $5 million compared to the six months ended June 30, 2019, primarily due to the opening of new venues at Marina Bay Sands in the second quarter of 2019. Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred. Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 8 — Segment Information” for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income/loss): Six Months Ended June 30, 2020 2019 Percent Change (Dollars in millions) Macao: The Venetian Macao $ (48) $ 697 (106.9) % Sands Cotai Central (79) 377 (121.0) % The Parisian Macao (84) 302 (127.8) % The Plaza Macao and Four Seasons Hotel Macao 10 168 (94.0) % Sands Macao (32) 83 (138.6) % Ferry Operations and Other (12) (4) 200.00 % (245) 1,623 (115.1) % Marina Bay Sands 169 769 (78.0) % United States: Las Vegas Operating Properties (34) 274 (112.4) % Sands Bethlehem (1) — 52 (100.0) % (34) 326 (110.4) % Consolidated adjusted property EBITDA $ (110) $ 2,718 (104.0) % ____________________ (1) We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019. 40 Table of Contents Adjusted property EBITDA at our Macao operations decreased $1.87 billion compared to the six months ended June 30, 2019, primarily due to decreased casino revenues driven by government mandated travel restrictions, property closures and overall reduced visitation since late January 2020 resulting from the COVID-19 Pandemic. Adjusted property EBITDA at Marina Bay Sands decreased $600 million compared to the six months ended June 30, 2019. The decrease was primarily due to decreased casino revenues, driven by the temporary closure of the property on April 7, 2020, resulting from the COVID-19 Pandemic. Adjusted property EBITDA at our Las Vegas Operating Properties decreased $308 million compared to the six months ended June 30, 2019. The decrease was primarily due to decreased room and casino revenues driven by the temporary closure of the property on March 18, 2020, resulting from the COVID-19 Pandemic. Interest Expense The following table summarizes information related to interest expense: Six Months Ended June 30, 2020 2019 (Dollars in millions) Interest cost $ 250 $ 280 Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 6 7 Less — capitalized interest (7) (3) Interest expense, net $ 249 $ 284 Weighted average total debt balance $ 12,778 $ 12,078 Weighted average interest rate 3.9 % 4.6 % Interest cost decreased $30 million compared to the six months ended June 30, 2019, resulting primarily from a decrease in our weighted average interest rate. The decrease was primarily due to the impact of the interest rate swap hedges on $5.50 billion of our SCL Senior Notes issued in August 2018. This was partially offset by an increase in the weighted average total debt balance, due to the issuance of the 2025 LVSC Senior Notes on November 25, 2019. Additionally, the 2026 and 2030 SCL Senior Notes were issued on June 4, 2020. Other Factors Affecting Earnings Other income was $34 million for the six months ended June 30, 2020, compared to other expense of $1 million for the six months ended June 30, 2019. The change from the prior year period was due primarily to increases of $21 million in foreign currency transaction gains from the impact of foreign currency exchange rate increase of 578 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars and $16 million from the impact of foreign currency exchange rate decrease of 228 basis points on U.S. dollar denominated debt held by Sands China Ltd. Our income tax benefit was $29 million on a loss before income taxes of $1.07 billion for the six months ended June 30, 2020. This compares to a 14.8% effective income tax rate for the six months ended June 30, 2019. The effective income tax rate for the six months ended June 30, 2019, would have been 9.9% without the discrete income tax expense of $161 million resulting from the sale of Sands Bethlehem. The income tax benefit for the six months ended June 30, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our Singapore and U.S. operations recorded tax benefits associated with the pre-tax book losses incurred during the six months ended June 30, 2020. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. The net loss attributable to our noncontrolling interests was $215 million for the six months ended June 30, 2020, compared to net income attributable to our noncontrolling interest of $316 million for the six months ended June 30, 2019. These amounts were primarily related to the noncontrolling interest of SCL. 41 Table of Contents Additional Information Regarding our Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures. The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, 2020 and 2019: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Cotai Central Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the three months ended June 30, 2020 Mall revenues: Minimum rents (1) $ 47 $ 30 $ 9 $ 9 $ 33 Overage rents 1 — 1 — — Rent concessions (2) (39) (23) (8) (8) (33) Total overage rents and rent concessions (38) (23) (7) (8) (33) CAM, levies and direct recoveries 9 2 5 3 3 Total mall revenues 18 9 7 4 3 Mall operating expenses: Common area maintenance 3 1 2 1 2 Marketing and other direct operating expenses 1 — — 1 — Mall operating expenses 4 1 2 2 2 Property taxes (3) 1 — — — — Recovery of credit losses (2) (1) — — — Mall-related expenses (4) $ 3 $ — $ 2 $ 2 $ 2 For the three months ended June 30, 2019 Mall revenues: Minimum rents (1) $ 49 $ 28 $ 9 $ 11 $ 32 Overage rents 4 1 2 — 4 CAM, levies and direct recoveries 9 2 5 3 6 Total mall revenues 62 31 16 14 42 Mall operating expenses: Common area maintenance 4 2 2 2 4 Marketing and other direct operating expenses 2 — 1 1 1 Mall operating expenses 6 2 3 3 5 Property taxes (3) — — — — 2 Recovery of credit losses — — — (1) — Mall-related expenses (4) $ 6 $ 2 $ 3 $ 2 $ 7 42 Table of Contents Shoppes at Venetian Shoppes at Four Seasons Shoppes at Cotai Central Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the six months ended June 30, 2020 Mall revenues: Minimum rents (1) $ 97 $ 60 $ 19 $ 18 $ 68 Overage rents 1 1 2 — 3 Rent concessions (2) (68) (40) (14) (13) (35) Total overage rents and rent concessions (67) (39) (12) (13) (32) CAM, levies and direct recoveries 17 5 9 5 9 Total mall revenues 47 26 16 10 45 Mall operating expenses: Common area maintenance 6 2 3 2 6 Marketing and other direct operating expenses 3 1 1 2 2 Mall operating expenses 9 3 4 4 8 Property taxes (3) 1 — — — 1 Provision for credit losses 1 — 1 1 — Mall-related expenses (4) $ 11 $ 3 $ 5 $ 5 $ 9 For the six months ended June 30, 2019 Mall revenues: Minimum rents (1) $ 96 $ 55 $ 19 $ 20 $ 66 Overage rents 5 2 4 — 7 CAM, levies and direct recoveries 17 5 9 6 12 Total mall revenues 118 62 32 26 85 Mall operating expenses: Common area maintenance 8 3 4 3 8 Marketing and other direct operating expenses 3 1 1 2 2 Mall operating expenses 11 4 5 5 10 Property taxes (3) — — — — 3 Recovery of credit losses — — — (1) — Mall-related expenses (4) $ 11 $ 4 $ 5 $ 4 $ 13 ____________________ Note: These tables exclude the results of our mall operations at Sands Macao and Sands Bethlehem, which was sold in May 2019. (1) Minimum rents include base rents and straight-line adjustments of base rents. (2) Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations. (3) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao have obtained a second exemption. The exemption for The Venetian Macao expired in August 2019 and the exemption for The Plaza Macao and Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao will be expiring in August 2020, December 2027 and September 2028, respectively. (4) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs. It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance 43 Table of Contents measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs. In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies. Development Projects We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts. Macao Our construction work continues for the renovation, expansion and rebranding of Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao. The Londoner Macao will feature new attractions and features internally and externally from London, including some of London’s most recognizable landmarks, such as the Houses of Parliament and Big Ben. The expanded retail areas will be rebranded to the Shoppes at Londoner and we will add new food and beverage venues. We will add approximately 370 luxury suites in the Londoner Court, and the prior Holiday Inn-branded rooms and suites are being converted to approximately 600 London-themed suites, referred to as The Londoner Hotel. We are utilizing suites as they are completed on a simulation basis for trial and feedback purposes. We expect the Londoner Court to be completed in late 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021. Construction of The Grand Suites at Four Seasons is now complete and features 289 additional luxury suites. We have initiated approved gaming operations in this space and are utilizing suites on a simulation basis for trial and feedback purposes. We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we complete the projects. Singapore In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into the Development Agreement pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats. The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.2 billion at exchange rates in effect on June 30, 2020). The amount of the total project cost will be finalized as we complete design and development and begin construction. In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project. In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction). We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement. On June 18, 2020, MBS, entered into an amendment letter that amends the facility agreement originally dated as of June 25, 2012 and extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule, in each case for the MBS expansion project. Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally. 44 Table of Contents Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Six Months Ended June 30, 2020 2019 (In millions) Net cash generated from (used in) operating activities $ (1,022) $ 896 Cash flows from investing activities: Net proceeds from sale of Sands Bethlehem — 1,160 Capital expenditures (702) (453) Proceeds from disposal of property and equipment 1 1 Acquisition of intangible assets — (53) Net cash generated from (used in) investing activities (701) 655 Cash flows from financing activities: Proceeds from exercise of stock options 18 39 Repurchase of common stock — (354) Dividends paid and noncontrolling interest payments (911) (1,821) Proceeds from long-term debt 1,899 — Repayments on long-term debt (435) (51) Payments of financing costs (24) — Net cash generated from (used in) financing activities 547 (2,187) Effect of exchange rate on cash, cash equivalents and restricted cash (34) 6 Decrease in cash, cash equivalents and restricted cash (1,210) (630) Cash, cash equivalents and restricted cash at beginning of period 4,242 4,661 Cash, cash equivalents and restricted cash at end of period $ 3,032 $ 4,031 Cash Flows — Operating Activities Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the six months ended June 30, 2020, decreased $1.92 billion compared to the six months ended June 30, 2019. The main factor driving this decrease was the impact of the COVID-19 Pandemic on our operations, which significantly reduced visitation to our properties and caused the temporary shutdown of all of our properties at various times during the first six months of 2020 as described above. We had a cash usage for operations in 2020 of $1.02 billion due to limited revenues. The COVID-19 Pandemic impacted our working capital, which was a cash outflow during the six months ended June 30, 2020 as the amount of receivables collected was less than the settlement of operating accrued liabilities and a reduction to patron deposits and outstanding chips. In addition, the $896 million of cash flow from operations in the prior year were impacted by the land lease payment made in 2019 in connection with the MBS Expansion Project. Cash Flows — Investing Activities Capital expenditures for the six months ended June 30, 2020, totaled $702 million, including $578 million for construction and development activities in Macao, which consisted primarily of $374 million for Sands Cotai Central related primarily to The Londoner Macao, $129 million for The Plaza Macao and Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao and $66 million for The Venetian Macao; $61 million at Marina Bay Sands in Singapore; $60 million at our Las Vegas Operating Properties; and $3 million for corporate and other. Capital expenditures for the six months ended June 30, 2019, totaled $453 million, including $227 million for construction and development activities in Macao, which consisted primarily of $109 million for Sands Cotai Central related primarily to the Londoner Macao, $60 million for The Plaza Macao and Four Seasons Hotel Macao 45 Table of Contents related primarily to the Grand Suites at Four Seasons Macao, $38 million for The Venetian Macao and $14 million for The Parisian Macao; $98 million at Marina Bay Sands in Singapore; $77 million at our Las Vegas Operating Properties; and $49 million for corporate and other. Cash Flows — Financing Activities Net cash flows used in financing activities were $547 million for the six months ended June 30, 2020, which was primarily attributable to $911 million in dividend payments and net proceeds of $1.46 billion on our various credit facilities, driven by the issuance of $1.50 billion of unsecured notes at SCL. Net cash flows used in financing activities were $2.19 billion for the six months ended June 30, 2019, which was primarily attributable to $1.82 billion in dividend payments, $354 million in common stock repurchases and net repayments of $51 million on our various credit facilities. Capital Financing Overview We fund our development projects primarily through borrowings from our debt instruments and operating cash flows. In June 2020, SCL issued, in a private offering, two series of unsecured notes in an aggregate principal amount of $1.50 billion. The net proceeds from the offering will be used for incremental liquidity and general corporate purposes. Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In March 2020, SCL entered into a waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the maximum leverage ratio does not exceed 4.0x for any period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (other than with respect to the financial year ended December 31, 2019). In June 2020, MBS entered into an amendment letter, such that MBS will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021. As of June 30, 2020, our U.S. and Singapore leverage ratios, as defined per the respective credit facility agreements were 1.4x and 2.9x compared to the maximum leverage ratios allowed of 4.0x and 4.5x, respectively. We held unrestricted cash and cash equivalents of approximately $3.02 billion and restricted cash and cash equivalents of approximately $16 million as of June 30, 2020, of which approximately $1.79 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.79 billion, approximately $1.31 billion is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.94 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.75 billion (approximately $2.69 billion at exchange rates in effect on June 30, 2020) under our Singapore Delayed Draw Term Facility as of June 30, 2020, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. On February 21, 2020 SCL paid a dividend of 0.99 Hong Kong dollars (“HKD”) to SCL stockholders (a total of $1.03 billion, of which we retained $717 million during the six months ended June 30, 2020). On March 26, 2020, we paid a quarterly dividend of $0.79 per common share as part of a regular cash dividend program and, during the six months ended June 30, 2020, recorded $603 million as a distribution against retained earnings. We have suspended our quarterly dividend program and SCL did not pay a final dividend for 2019 due to the impact of the COVID-19 Pandemic. 46 Table of Contents We have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We believe we are well positioned to support our continuing operations, complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items. Aggregate Indebtedness and Other Contractual Obligations As of June 30, 2020, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the issuance of the 2026 and 2030 SCL Senior Notes. These transactions are summarized below: Payments Due During Period Ending December 31, 2020 (1) 2021 - 2022 2023 - 2024 Thereafter Total (In millions) Long-Term Debt Obligations (2) SCL Senior Notes due 2026 and 2030 $ — $ — $ — $ 1,500 $ 1,500 Fixed Interest Payments (3) 17 125 122 214 478 Total $ 17 $ 125 $ 122 $ 1,714 $ 1,978 _______________________ (1) Represents the six-month period ending December 31, 2020. (2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Long-Term Debt” for further details on these financing transactions. (3) Represents the fixed interest payments related to the SCL Senior Notes due 2026 and 2030. Special Note Regarding Forward-Looking Statements This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with: • the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments, including government-mandated property closures or travel restrictions, and other third parties on our business, results of operations, cash flows, liquidity and development prospects; • general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales; • disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war; • the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao, Singapore and Las Vegas; 47 Table of Contents • the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations; • our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas; • new developments, construction projects and ventures, including our Cotai Strip initiatives and MBS Expansion Project; • regulatory policies in China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts; • the ability of our subsidiaries to make distribution payments to us; • our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects; • fluctuations in currency exchange rates and interest rates; • increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers; • our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties; • our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow; • the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate; • our insurance coverage, including the risk we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates; • our ability to collect gaming receivables from our credit players; • our relationship with gaming promoters in Macao; • our dependence on chance and theoretical win rates; • fraud and cheating; • our ability to establish and protect our IP rights; • conflicts of interest that arise because certain of our directors and officers are also directors of SCL; • government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet; • increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming; • the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations; • new taxes, changes to existing tax rates or proposed changes in tax legislation and the impact of U.S. tax reform; • the continued services of our key management and personnel; • any potential conflict between the interests of our principal stockholder and us; 48 Table of Contents • labor actions and other labor problems; • our failure to maintain the integrity of information systems that contain legally protected information about people and company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity; • the completion of infrastructure projects in Macao; • our relationship with GGP Limited Partnership or any successor owner of the Grand Canal Shoppes; and • the outcome of any ongoing and future litigation. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws. Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues. In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information. The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.