What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-04-23 compared with 2020-10-23 · 215 added, 573 removed, 412 unchanged (66% of the section changed)

5 unchanged sentences

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 were advised to avoid non-essential travel.

Steps were also 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 were 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, had been enacted by the government for Macao residents, residents of the People’s Republic of China, Hong Kong residents, foreigner workers residing in Macao and international travelers.

The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all of mainland China effective September 23, 2020.

All China residents with the appropriate travel documents, a negative COVID-19 test result and a green health-code are exempt from quarantine.

Hong Kong and Taiwan residents who have not visited a foreign country in the prior 14 days and tested negative for COVID-19 are allowed to enter Macao subject to a mandatory 14 days of centralized isolation.

All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.

The Macao government suspended all gaming operations beginning on February 5, 2020.

Our Macao casino operations resumed on February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020.

Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection.

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”), which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020, and remain open and operational.

Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 2020 , in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we 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 individuals who return to Macao for quarantine purposes.

Restaurants across our Macao properties are progressively reopening as guest visitation increases.

The majority of retail outlets in the various shopping malls are open with reduced operating hours.

Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses and significant restrictions on travel.

The government actions varied based upon the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China has decreased substantially, driven by various government policies limiting travel.

As of the date of this report, other than people from mainland China who may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code, there remains in place a complete ban on entry or a need to undergo enhanced quarantine requirements depending on the person’s residency and recent travel history.

Macao began administering the COVID-19 vaccine to front-line health workers on February 9, 2021, and to the general population on March 3, 2021.

On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed.

Various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks.

Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.

All businesses including non-essential businesses are allowed to remain open.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes.

This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021.

During the three months ended March 31, 2021, our Macao operations remained open.

This compared to the same period in 2020 when our Macao operations were suspended from February 5, 2020 to February 20, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020.

Operating hours at restaurants across our Macao properties are continuously being adjusted in line with movements in guest visitation.

The majority of retail outlets in our Macao shopping malls are open with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

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.

Our Macao ferry operations between Macao and Hong Kong remain suspended.

The timing and manner in which our normal ferry operations will be able to resume are currently unknown.

Our operations in Macao have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 69.2% and 99.3% for the quarters ended March 31 and June 30, 2020, respectively, and decreased by 97.4% and 92.4% in July and August 2020, as

compared to the same periods in 2019.

The Macao government also announced gross gaming revenue decreased by 82.5% in the nine months ended September 2020, as compared to the same period in 2019.

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.

Our 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 residents 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 continued through July 26, 2020.

Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020.

On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020.

During the three months ended March 31, 2020 our Macao casino operations were suspended from February 5, 2020 to February 20, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020.

Our Macao operations have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 31.8% during the three months ended March 31, 2021, as compared to the same period in 2020.

The Macao government also announced gross gaming revenue decreased 22.5% during the three months ended March 31, 2021, as compared to the same period in 2020.

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with short-term visits allowed from specified countries subject to certain requirements and health control measures.

Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine.

All operations are currently subject to limited capacities and other social distancing measures.

Singapore started administering the COVID-19 vaccine on December 30, 2020 to front-line health workers and continues to roll-out the vaccine in phases to other groups based on priority.

The Singapore Tourism Board (the “STB”) announced on March 24, 2021, that effective April 24, 2021, business-to-business events, sporting events and live performances, with as many as 750 people, will be allowed, provided event organizers implement pre-event testing.

The date on which 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 quarters ended March 31 and June 30, 2020, total visitation to Singapore decreased approximately 43.2% and 100%, respectively, as compared to the same periods in 2019.

Total visitation decreased by approximately 99.6% and 99.5% in July and August 2020, respectively, 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 reopened 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.

Beginning October 1, 2020, the limit for both public and private events was increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed.

Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements.

Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.

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 quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019.

Total visitation decreased by 61% and 57% in July and August 2020, respectively, as compared to the same periods in 2019.

The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared to the same periods in 2019.

Total gross gaming revenue decreased by 39.2% in July and August 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.

As a result of the border closures, visitation to Marina Bay Sands declined.

The STB announced for the three months ended March 31, 2021, total visitation to Singapore decreased approximately 97.4%, as compared to the same period in 2020.

In Las Vegas, beginning March 15, 2021, the limit for public events was increased to the lesser of 250 people or 50% of the venue’s capacity, provided social distancing measures and various safety and related protocols are followed.

Large gatherings such as meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, up to a maximum of 50% of the venue’s capacity, may be held subject to approval.

Food and beverage establishments and the gaming floor are subject to a 50% capacity limit, compared to a previous capacity limit of 35%.

On April 13, 2021, the Governor of Nevada announced his goal to have all Nevada counties open to 100% capacity by June 1, 2021.

Decisions on social distancing and capacity limits will transition to local authorities in each Nevada county on May 1, 2021.

Capacity and mitigation measures for gaming areas within the State of Nevada will remain under the authority of the Nevada Gaming Control Board.

The mask requirement is a statewide standard that will continue.

Other than the aforementioned restrictions, no stay-at-home orders, curfews or quarantines are in place.

All businesses including non-essential businesses are allowed to remain open.

Las Vegas started administering the COVID-19 vaccine in early 2021 and, effective April 5, 2021, all individuals, 16 and older are eligible to receive the vaccine.

During the three months ended March 31, 2021, our Las Vegas Operating Properties were open subject to limited capacities.

This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended due to a government mandate on March 18, 2020 through the end of the quarter.

Visitation to our Las Vegas Operating Properties has declined during the three months ended March 31, 2021.

The Las Vegas Convention and Visitors Authority announced for the months ended January and February 2021, visitation to Las Vegas decreased 63.5% and 53.8%, respectively, as compared to the same periods in 2020.

The Las Vegas Convention and Visitors Authority also announced for the months ended January and February 2021, gross gaming revenue for the Las Vegas Strip decreased 43.8% and 41.6%, respectively, as compared to the same periods in 2020.

In connection with 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 continue to have on operations in future periods.

For example, there have been a number of group cancellations or groups rescheduling their events through the second quarter of 2021 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.

If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China Individual Visit Scheme and other global restrictions on inbound travel from other countries are not modified or eliminated or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.

While each of our properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above, the current economic and regulatory environment on a global basis and in each of our jurisdictions continues to evolve.

We cannot predict the manner in which governments will react as the global and regional impact of COVID-19 changes over time, which could significantly alter our current operations.

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.38 billion and access to $1.50 billion, $2.02 billion and $433 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.69 billion at exchange rates in effect on September 30, 2020) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project, as of September 30, 2020.

We also have the option to increase the total borrowing capacity under our 2018 SCL Revolving Facility by an aggregate total amount of up to $1.0 billion, for an aggregate total available borrowing capacity of up to $3.0 billion.

We cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could significantly alter our current operations.

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.07 billion and access to $1.50 billion, $2.00 billion and $440 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.74 billion at exchange rates in effect on March 31, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project, as of March 31, 2021.

We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges.

1 unchanged sentence

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;

Our operating segments in Macao consist of The Venetian Macao;

The Londoner Macao;

The Parisian Macao;

The Plaza Macao and Four Seasons Hotel Macao;

The Plaza Macao and Four Seasons 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 .

On March 2, 2021, we entered into definitive agreements to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc, and VICI Properties L.P, a subsidiary of VICI Properties Inc.

The closing of the transaction is subject to regulatory review and other closing conditions.

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 2020 Annual Report on Form 10-K filed on February 5, 2021.

There were no newly identified significant accounting estimates during the nine months ended September 30, 2020, nor were there any material changes to the critical accounting policies and estimates discussed in our 2019 Annual Report.

There were no newly identified significant accounting estimates during the three months ended March 31, 2021, nor were there any material changes to the critical accounting policies and estimates discussed in our 2020 Annual Report.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Accounts Receivable, Net and Customer Contract Related Liabilities.”

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, 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 The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.

Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues.

The various volume measurements indicate our ability to attract customers to our Integrated Resorts.

The various volume measurements indicate our ability to attract patrons to our Integrated Resorts.

In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume.

6 unchanged sentences

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.

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.

4 unchanged sentences

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 25.9%, 22.7%, 23.4%, 25.5%, 18.8% and 20.5% 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.

Our slot machines have produced a trailing 12-month hold percentage of 4.7%, 4.1%, 3.8%, 5.8%, 3.2% and 4.6% 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 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 25.7%, 22.5%, 22.7%, 22.5%, 16.3% and 18.4% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our slot machines have produced a trailing 12-month hold percentage of 4.0%, 4.1%, 3.8%, 9.0%, 3.3% and 4.4% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages.

Generally, slot machine play is conducted on a cash basis.

In Macao and Singapore, 28.2% and 15.2%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2020.

In Macao and Singapore, 15.9% and 12.1%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2021.

Casino revenue measurements for the U.S.:

7 unchanged sentences

Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis.

Approximately 70.8% of our table games play at our Las Vegas Operating Properties, for the nine months ended September 30, 2020, was conducted on a credit basis.

Approximately 62.7% of our table games play at our Las Vegas Operating Properties, for the three months ended March 31, 2021, 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.

9 unchanged sentences

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.

Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

Summary Financial Results

Our financial results were adversely impacted by decreased visitation at our properties due to the COVID-19 Pandemic, as well as properties temporarily operating at a reduced capacity due to social distancing measures.

Our financial results were adversely impacted by decreased visitation at our properties due to the COVID-19 Pandemic, as well as by our properties temporarily operating at a reduced capacity due to social distancing measures.

See “COVID-19 Pandemic” for further information.

Net revenues for the three months ended September 30, 2020, decreased 82.0% to $586 million, compared to $3.25 billion for the three months ended September 30, 2019.

Operating loss was $610 million compared to operating income of $899 million for the three months ended September 30, 2019.

Net loss was $731 million for the three months ended September 30, 2020, compared to net income of $669 million for the three months ended September 30, 2019.

Net revenues for the three months ended March 31, 2021, decreased 15.6% to $1.20 billion, compared to $1.42 billion for the three months ended March 31, 2020.

Operating loss was $96 million compared to operating income of $6 million for the three months ended March 31, 2020.

Net loss was $280 million for the three months ended March 31, 2021, compared to net loss of $92 million for the three months ended March 31, 2020.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Percent

6 unchanged sentences

Total net revenues $ 1,196 $ 1,417 (15.6) %

Consolidated net revenues were $586 million for the three months ended September 30, 2020, a decrease of $2.66 billion compared to $3.25 billion for the three months ended September 30, 2019.

The decrease was across our jurisdictions and properties with decreases of $1.94 billion, $512 million and $214 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively.

Consolidated net revenues were $1.20 billion for the three months ended March 31, 2021, a decrease of $221 million compared to $1.42 billion for the three months ended March 31, 2020.

The decrease was across our jurisdictions and properties with decreases of $186 million and $35 million at Marina Bay Sands and our Macao operations, respectively.

These decreases were driven by the COVID-19 Pandemic described above and the related reduction in visitation due to travel restrictions and our properties operating at a reduced capacity due to social distancing measures.

Net casino revenues decreased $1.98 billion compared to the three months ended September 30, 2019.

The change was driven by a $1.58 billion decrease at our Macao operations, due to decreases in Non-Rolling Chip drop and Rolling Chip volume.

Marina Bay Sands decreased $356 million due to decreases in Rolling Chip volume and Non-Rolling Chip drop.

Our Las Vegas Operating Properties decreased $44 million due to decreases in table games win percentage and drop and slot handle.

Net casino revenues decreased $210 million compared to the three months ended March 31, 2020.

The change was driven by a $136 million decrease at Marina Bay Sands due to decreases in Non-Rolling Chip drop and Rolling Chip volume.

Casino revenues at our Macao operations decreased $74 million due to decreases in Rolling Chip volume, Non-Rolling Chip drop and slot handle.

These decreases were driven by lower visitation across our properties due the impact of the COVID-19 Pandemic described above.

The following table summarizes the results of our casino activity:

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Change

9 unchanged sentences

Slot hold percentage 4.0 % 4.5 % (0.5) pts

Sands Cotai Central

Three Months Ended March 31,

2021 2020 Change

(Dollars in millions)

The Londoner Macao

Total net casino revenues $ 91 $ 123 (26.0) %

13 unchanged sentences

Slot hold percentage 3.4 % 3.5 % (0.1) pts

The Plaza Macao and Four Seasons Hotel Macao

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 115 $ 83 38.6 %

12 unchanged sentences

Slot hold percentage 3.4 % 3.0 % 0.4 pts

Three Months Ended September 30,

2020 2019 Change

(Dollars in millions)

Singapore Operations:

7 unchanged sentences

Slot hold percentage 4.2 % 4.3 % (0.1) pts

Three Months Ended March 31,

2021 2020 Change

(Dollars in millions)

Las Vegas Operating Properties (1)

4 unchanged sentences

Slot hold percentage 8.1 % 8.2 % (0.1) pts

__________________________

(1) The Las Vegas Operating Properties are classified as a discontinued operation held for sale.

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.

Room revenues decreased $363 million compared to the three months ended September 30, 2019.

The decrease was primarily a result of reduced visitation across our properties as demonstrated by the reduced occupancy rates in the table below.

The Venezia Tower of our Las Vegas Operating Properties remained closed for the quarter and Marina Bay Sands reopened the first tower on July 17, 2020 and the second and third towers on August 1, 2020.

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.

Room revenues decreased $45 million compared to the three months ended March 31, 2020.

The decrease was primarily due to reduced room rates driven by lower visitation across our properties.

The following table summarizes the results of our room activity:

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Change

6 unchanged sentences

Revenue per available room (RevPAR) $ 74 $ 93 (20.4) %

Sands Cotai Central

The Londoner Macao

Total room revenues $ 19 $ 27 (29.6) %

7 unchanged sentences

Revenue per available room (RevPAR) $ 55 $ 68 (19.1) %

The Plaza Macao and Four Seasons Hotel Macao

The Plaza Macao and Four Seasons Macao

Total room revenues $ 11 $ 4 175.0 %

17 unchanged sentences

Revenue per available room (RevPAR) $ 79 $ 232 (65.9) %

Food and beverage revenues decreased $145 million compared to the three months ended September 30, 2019.

The decrease was primarily due to decreases of $63 million, $43 million and $39 million at our Macao properties, our Las Vegas Operating Properties, and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above.

Mall revenues decreased $92 million compared to the three months ended September 30, 2019.

The decrease was primarily due to $78 million in rent concessions granted to our mall tenants in Macao and Singapore, as well as a $12 million decrease in turnover rents resulting from lower traffic in our malls resulting from the COVID-19 Pandemic.

__________________________

(1) The Las Vegas Operating Properties are classified as a discontinued operation held for sale.

Food and beverage revenues decreased $8 million compared to the three months ended March 31, 2020.

The decrease was due to an $8 million decrease at Marina Bay Sands as a result of the COVID-19 Pandemic described above.

Mall revenues increased $53 million compared to the three months ended March 31, 2020.

The increase was primarily due to a decrease of $45 million in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended March 31, 2020, as well as a $12 million increase in turnover rents.

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 September 30,

Three Months Ended March 31,

2021 2020 Change

8 unchanged sentences

$ 940 $ 1,460 (35.6) %

Shoppes at Cotai Central (2)

Shoppes at Londoner (2)

Total mall revenues $ 14 $ 9 55.6 %

29 unchanged sentences

(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.

Convention, retail and other revenues decreased $83 million compared to the three months ended September 30, 2019, driven by decreases of $25 million, $24 million and $15 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above.

Additionally, our ferry operations decreased $19 million, 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.

(2) The Shoppes at Londoner will feature up to an estimated 600,000 square feet of gross leasable area upon completion of all phases of the renovation, rebranding and expansion to The Londoner Macao.

Convention, retail and other revenues decreased $11 million compared to the three months ended March 31, 2020, primarily driven by decreases of $5 million and $4 million at Marina Bay Sands and our Macao properties, respectively, as a result of decreased visitation across our properties and the cancellation of MICE events due to the COVID-19 Pandemic described above .

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Percent

14 unchanged sentences

Total operating expenses $ 1,292 $ 1,411 (8.4) %

Operating expenses were $1.20 billion for the three months ended September 30, 2020, a decrease of $1.16 billion compared to $2.35 billion for the three months ended September 30, 2019, primarily driven by a decrease in casino expenses of $927 million.

Additionally, general and administrative expenses decreased $101 million and food and beverage expenses decreased $80 million.

The decreases were mainly driven by the COVID-19 Pandemic described above.

Operating expenses were $1.29 billion for the three months ended March 31, 2021, a decrease of $119 million compared to $1.41 billion for the three months ended March 31, 2020, primarily driven by a decrease in casino expenses of $70 million.

Additionally, convention, retail and other expenses decreased $13 million and food and beverage expenses decreased $11 million.

The decreases were mainly driven by decreased visitation due to 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 significantly reduced visitation.

The level of payroll costs during the period were reduced by $16 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security (“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 $927 million compared to the three months ended September 30, 2019.

The decrease was primarily attributable to an $822 million decrease in gaming taxes resulting from decreased casino revenues, as previously described.

Room expenses decreased $48 million compared to the three months ended September 30, 2019.

The decrease was driven by decreases of $28 million, $12 million and $8 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively.

These decreases are consistent with the reduction in room revenue.

Food and beverage expenses decreased $80 million compared to the three months ended September 30, 2019, due to decreases of $36 million, $23 million and $21 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively.

Casino expenses decreased $70 million compared to the three months ended March 31, 2020.

The decrease was primarily attributable to a $59 million decrease in gaming taxes resulting from decreased casino revenues, as previously described.

Food and beverage expenses decreased $11 million compared to the three months ended March 31, 2020, due to decreases of $6 million and $5 million at Marina Bay Sands and our Macao properties, respectively.

These decreases are consistent with the reduction in food and beverage revenues.

Convention, retail and other expenses decreased $38 million compared to the three months ended September 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, our Macao properties decreased $13 million, which is consistent with the decrease in convention, retail and other revenue discussed above.

Provision for credit losses increased $21 million compared to the three months ended September 30, 2019, primarily due to the aging of receivables for premium players at our Macao properties, as travel restrictions have limited the ability for patrons to redeem markers.

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 $101 million compared to the three months ended September 30, 2019.

The decrease was due to decreases of $48 million, $27 million and $25 million at our Macao properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively, primarily driven by decreases in marketing, payroll and property operations costs.

Corporate expenses decreased $26 million compared to the three months ended September 30, 2019.

The decrease was due to lower payroll expense of $12 million in the three months ended September 30, 2020 driven by lower bonus costs due to the impact of the COVID-19 Pandemic, as well as $11 million in legal costs incurred during the three months ended September 30, 2019.

Convention, retail and other expenses decreased $13 million compared to the three months ended March 31, 2020, primarily driven by an $8 million decrease in ferry expenses resulting from the suspension of ferry operations between Macao and Hong Kong, which began on January 30, 2020 and continues to remain suspended in response to the COVID-19 Pandemic.

Additionally, expenses at our Macao properties decreased $6 million, consistent with the decrease in convention, retail and other revenues discussed above.

Provision for credit losses decreased $10 million compared to the three months ended March 31, 2020, primarily due to the collection of previously reserved patron balances.

The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities.

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.

Corporate expenses decreased $10 million compared to the three months ended March 31, 2020, due to decreases of $8 million in payroll expense and $2 million in travel expenses.

Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.

Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Loss on disposal or impairment of assets increased $47 million compared to the three months ended September 30, 2019, primarily due to asset disposals and demolition costs related to The Londoner Macao.

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 9 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net income/loss):

Three Months Ended September 30,

Three Months Ended March 31,

2021 2020 Percent

1 unchanged sentence

The Venetian Macao $ 82 $ 49 67.3 %

Sands Cotai Central (71) 169 (142.0) %

The Londoner Macao (23) — N.M.

The Parisian Macao (8) (3) 166.7 %

The Plaza Macao and Four Seasons Hotel Macao (15) 75 (120.0) %

The Plaza Macao and Four Seasons Macao 70 28 150.0 %

Sands Macao (18) (1) 1,700.0 %

2 unchanged sentences

Marina Bay Sands 144 282 (48.9) %

Las Vegas Operating Properties (40) 93 (143.0) %

Consolidated adjusted property EBITDA (1)

$ 244 $ 349 (30.1) %

Las Vegas Operating Properties (2)

(47) 88 (153.4) %

__________________________

Not Meaningful

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

Consolidated adjusted property EBITDA is net income/loss 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

Consolidated adjusted property EBITDA is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

6 unchanged sentences

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 $988 million compared with the three months ended September 30, 2019, primarily due to decreased casino revenues, driven by decreased visitation at our properties due to the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands decreased $365 million compared to the three months ended September 30, 2019, primarily due to decreased casino revenues, driven by decreased visitation at our property due to the COVID-19 Pandemic.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $133 million compared to the three months ended September 30, 2019, primarily due to no MICE events during the current quarter and decreased room and casino revenue, driven by decreased visitation to our properties and State of Nevada mandated limits on public gatherings due to the COVID-19 Pandemic.

(2) The Las Vegas Operating Properties are classified as a discontinued operation held for sale.

Adjusted property EBITDA at our Macao operations increased $33 million compared with the three months ended March 31, 2020, primarily due to an increase in revenue from mall operations, as well as decreased payroll

costs driven by the implementation of payroll cost saving initiatives noted above, partially offset by decreased casino and room revenues driven by decreased visitation at our properties due to the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands decreased $138 million compared to the three months ended March 31, 2020, primarily due to decreased casino revenues, driven by decreased visitation at our property due to the COVID-19 Pandemic.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $135 million compared to the three months ended March 31, 2020, primarily due to no MICE events during the three months ended March 31, 2021, and decreased room and casino revenues, driven by decreased visitation to our property and State of Nevada mandated limits on public gatherings due to the COVID-19 Pandemic.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions)

Interest cost

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo

Less — capitalized interest

3 unchanged sentences

Weighted average interest rate

Interest cost increased $4 million compared to the three months ended September 30, 2019, resulting from an increase in our weighted average total debt balance, due to the issuance of the 2026 and 2030 SCL Senior Notes issued on June 4, 2020 and the LVSC Senior Note issued on November 25, 2019.

This increase was partially offset by a decrease in our weighted average interest rate primarily due to the benefit of $13 million in the current quarter compared to the benefit of $7 million in the same quarter of the previous year due to the interest rate swap agreements on $5.50 billion of our SCL Senior Notes issued in August 2018.

Interest cost increased $26 million compared to the three months ended March 31, 2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes issued on June 4, 2020, and a draw on the SCL revolver during the three months ended March 31, 2021.

The weighted average interest rate also increased to 4.4% for the three months ended March 31, 2021, compared to 4.2% for the three months ended March 31, 2020.

Other Factors Affecting Earnings

Other expense was $4 million for the three months ended September 30, 2020, compared to $7 million for the three months ended September 30, 2019.

The decrease was primarily due to an $18 million decrease in foreign transaction losses driven by the impact of foreign currency exchange rate decrease of 261 basis points on U.S.

Other expense was $17 million for the three months ended March 31, 2021, compared to other income of $39 million for the three months ended March 31, 2020.

Other expense during the three months ended March 31, 2021, consisted primarily of $16 million of foreign transaction losses, driven by U.S.

dollar-denominated debt held by SCL.

This was partially offset by a $12 million decrease in foreign currency transaction

gains driven by the impact of the foreign currency exchange rate decrease of 530 basis points on Singapore dollar denominated intercompany debt reported in U.S.

Our income tax benefit was $17 million on a loss before income taxes of $748 million for the three months ended September 30, 2020.

This compares to a 10.9% effective income tax rate for the three months ended September 30, 2019.

The income tax benefit for the three months ended September 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 September 30, 2020.

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.

Our Macao non-gaming operations had a non-cash discrete income tax expense of $14 million due to the reversal of certain deferred tax assets related to fixed assets, which were primarily disposed of as part of The Londoner Macao project.

The net loss attributable to our noncontrolling interests was $166 million for the three months ended September 30, 2020, compared to a net income attributable to our noncontrolling interests of $136 million for the three months ended September 30, 2019.

Other income during the three months ended March 31, 2020, consisted primarily of $38 million of foreign currency transaction gains primarily driven by the U.S.

dollar-denominated debt held by SCL and Singapore dollar-denominated intercompany debt reported in U.S.

Our income tax expense was $14 million on a loss before income taxes of $266 million for the three months ended March 31, 2021, resulting in a 5.3% effective income tax rate.

This compares to a 31.4% effective income tax rate for the three months ended March 31, 2020.

The income tax expense for the three months ended March 31, 2021, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers receive an income tax exemption on gaming operations through June 2022.

During the three months ended March 31, 2021, we recorded a valuation allowance of $20 million related to certain U.S.

foreign tax credits, which we no longer expect to utilize due to lower forecasted U.S.

taxable income in years following the sale of the Las Vegas Operations.

The net loss attributable to our noncontrolling interests was $64 million for the three months ended March 31, 2021, compared to $50 million for the three months ended March 31, 2020.

These amounts are related to the noncontrolling interest of SCL.

Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

Summary Financial Results

Our financial results were adversely impacted by 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 nine months ended September 30, 2020, was $2.47 billion, compared to $10.23 billion for the nine months ended September 30, 2019.

Operating loss was $1.48 billion compared to operating income of $2.76 billion for the nine months ended September 30, 2019.

Net loss was $1.77 billion for the nine months ended September 30, 2020, compared to net income of $2.52 billion for the nine months ended September 30, 2019.

Operating Revenues

Our net revenues consisted of the following:

Nine Months Ended September 30,

2020 2019 Percent

(Dollars in millions)

Casino $ 1,527 $ 7,343 (79.2) %

Rooms 358 1,318 (72.8) %

Food and beverage 205 655 (68.7) %

Mall 228 501 (54.5) %

Convention, retail and other 148 413 (64.2) %

Total net revenues $ 2,466 $ 10,230 (75.9) %

Consolidated net revenues were $2.47 billion for the nine months ended September 30, 2020, a decrease of $7.76 billion compared to $10.23 billion for the nine months ended September 30, 2019, due to decreases of $5.56 billion, $1.33 billion and $647 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively.

The decreases were driven by decreased visitation and temporary 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.

Net casino revenues decreased $5.82 billion compared to the nine months ended September 30, 2019, driven by temporary property closures and decreased visitation once our properties reopened as a result of the COVID-19 Pandemic described above.

In addition, casinos at each of our properties continue to operate at a reduced capacity due to social distancing measures.

Revenues at our Macao operations and Marina Bay Sands decreased $4.54 billion and $922 million, respectively, driven by decreases in Non-Rolling Chip drop and Rolling Chip volume, while our Las Vegas Operating Properties decreased $153 million due to decreases in table games drop and win percentage and slot handle.

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:

Nine Months Ended September 30,

2020 2019 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 288 $ 2,127 (86.5) %

Non-Rolling Chip drop $ 951 $ 6,951 (86.3) %

Non-Rolling Chip win percentage 26.4 % 26.4 % — pts

Rolling Chip volume $ 2,566 $ 19,839 (87.1) %

Rolling Chip win percentage 3.03 % 3.04 % (0.01) pts

Slot handle $ 597 $ 2,908 (79.5) %

Slot hold percentage 4.3 % 4.7 % (0.4) pts

Sands Cotai Central

Total net casino revenues $ 129 $ 1,162 (88.9) %

Non-Rolling Chip drop $ 590 $ 4,935 (88.0) %

Non-Rolling Chip win percentage 21.7 % 22.6 % (0.9) pts

Rolling Chip volume $ 167 $ 4,323 (96.1) %

Rolling Chip win percentage 5.85 % 3.46 % 2.39 pts

Slot handle $ 413 $ 3,092 (86.6) %

Slot hold percentage 4.2 % 4.3 % (0.1) pts

The Parisian Macao

Total net casino revenues $ 111 $ 1,042 (89.3) %

Non-Rolling Chip drop $ 440 $ 3,398 (87.1) %

Non-Rolling Chip win percentage 23.3 % 23.0 % 0.3 pts

Rolling Chip volume $ 2,607 $ 11,940 (78.2) %

Rolling Chip win percentage 1.65 % 3.54 % (1.89) pts

Slot handle $ 495 $ 3,151 (84.3) %

Slot hold percentage 3.7 % 3.7 % — pts

Nine Months Ended September 30,

2020 2019 Change

(Dollars in millions)

The Plaza Macao and Four Seasons Hotel Macao

Total net casino revenues $ 101 $ 481 (79.0) %

Non-Rolling Chip drop $ 270 $ 1,040 (74.0) %

Non-Rolling Chip win percentage 25.9 % 24.0 % 1.9 pts

Rolling Chip volume $ 2,586 $ 10,338 (75.0) %

Rolling Chip win percentage 2.75 % 3.84 % (1.09) pts

Slot handle $ 37 $ 393 (90.6) %

Slot hold percentage 4.7 % 6.0 % (1.3) pts

Total net casino revenues $ 80 $ 439 (81.8) %

Non-Rolling Chip drop $ 324 $ 2,022 (84.0) %

Non-Rolling Chip win percentage 18.9 % 18.1 % 0.8 pts

Rolling Chip volume $ 855 $ 3,556 (76.0) %

Rolling Chip win percentage 3.19 % 2.50 % 0.69 pts

Slot handle $ 420 $ 1,964 (78.6) %

Slot hold percentage 3.1 % 3.3 % (0.2) pts

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 643 $ 1,565 (58.9) %

Non-Rolling Chip drop $ 1,524 $ 3,964 (61.6) %

Non-Rolling Chip win percentage 19.3 % 20.3 % (1.0) pts

Rolling Chip volume $ 8,239 $ 21,588 (61.8) %

Rolling Chip win percentage 3.63 % 3.20 % 0.43 pts

Slot handle $ 5,600 $ 10,724 (47.8) %

Slot hold percentage 4.4 % 4.5 % (0.1) pts

Las Vegas Operating Properties

Total net casino revenues $ 175 $ 328 (46.6) %

Table games drop $ 969 $ 1,405 (31.0) %

Table games win percentage 13.9 % 19.0 % (5.1) pts

Slot handle $ 1,382 $ 2,119 (34.8) %

Slot hold percentage 7.9 % 8.3 % (0.4) pts

____________________

We completed the sale of Sands Bethlehem on May 31, 2019.

Room revenues decreased $960 million compared to the nine months ended September 30, 2019.

The decrease was primarily a result of temporary property closures and decreased visitation at each of our properties, due to the COVID-19 Pandemic.

Additionally, certain rooms within Sands Cotai Central and Marina Bay Sands were utilized for quarantine purposes and certain rooms across our Macao properties for lodging were used by team members due to travel restrictions.

The following table summarizes the results of our room activity:

Nine Months Ended September 30,

2020 2019 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 25 $ 168 (85.1) %

Occupancy rate 17.7 % 95.5 % (77.8) pts

Average daily room rate (ADR) $ 232 $ 228 1.8 %

Revenue per available room (RevPAR) $ 41 $ 217 (81.1) %

Sands Cotai Central

Total room revenues $ 29 $ 242 (88.0) %

Occupancy rate 16.7 % 96.4 % (79.7) pts

Average daily room rate (ADR) $ 171 $ 158 8.2 %

Revenue per available room (RevPAR) $ 29 $ 153 (81.0) %

The Parisian Macao

Total room revenues $ 18 $ 97 (81.4) %

Occupancy rate 18.5 % 97.1 % (78.6) pts

Average daily room rate (ADR) $ 158 $ 159 (0.6) %

Revenue per available room (RevPAR) $ 29 $ 155 (81.3) %

The Plaza Macao and Four Seasons Hotel Macao

Total room revenues $ 6 $ 30 (80.0) %

Occupancy rate 19.9 % 90.7 % (70.8) pts

Average daily room rate (ADR) $ 321 $ 332 (3.3) %

Revenue per available room (RevPAR) $ 64 $ 301 (78.7) %

Total room revenues $ 3 $ 13 (76.9) %

Occupancy rate 28.2 % 99.7 % (71.5) pts

Average daily room rate (ADR) $ 173 $ 174 (0.6) %

Revenue per available room (RevPAR) $ 49 $ 173 (71.7) %

Singapore Operations:

Marina Bay Sands

Total room revenues $ 100 $ 304 (67.1) %

Occupancy rate 69.1 % 97.7 % (28.6) pts

Average daily room rate (ADR) $ 361 $ 450 (19.8) %

Revenue per available room (RevPAR) $ 250 $ 440 (43.2) %

Las Vegas Operating Properties

Total room revenues $ 177 $ 457 (61.3) %

Occupancy rate 61.2 % 95.6 % (34.4) pts

Average daily room rate (ADR) $ 230 $ 250 (8.0) %

Revenue per available room (RevPAR) $ 141 $ 239 (41.0) %

____________________

We completed the sale of Sands Bethlehem on May 31, 2019.

Food and beverage revenues decreased $450 million compared to the nine months ended September 30, 2019.

The decrease was mainly due to decreases of $190 million, $142 million and $107 million at our Macao properties,

our Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above.

Mall revenues decreased $273 million compared to the nine months ended September 30, 2019.

The decrease was primarily due to $248 million in rent concessions granted to our mall tenants in Macao and Singapore and a decrease of $25 million in turnover rents resulting from lower traffic in our malls resulting from the COVID-19 Pandemic.

Nine Months Ended September 30, (1)

2020 2019 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 74 $ 183 (59.6) %

Mall gross leasable area (in square feet) 812,934 812,953 — %

Occupancy 84.9 % 91.4 % (6.5) pts

Base rent per square foot $ 302 $ 275 9.8 %

Tenant sales per square foot (2)

$ 935 $ 1,708 (45.3) %

Shoppes at Cotai Central (3)

Total mall revenues $ 25 $ 51 (51.0) %

Mall gross leasable area (in square feet) 525,497 524,365 0.2 %

Occupancy 85.6 % 91.3 % (5.7) pts

Base rent per square foot $ 100 $ 105 (4.8) %

Tenant sales per square foot (2)

$ 476 $ 966 (50.7) %

Shoppes at Parisian

Total mall revenues $ 16 $ 39 (59.0) %

Mall gross leasable area (in square feet) 295,963 295,915 — %

Occupancy 82.5 % 89.6 % (7.1) pts

Base rent per square foot $ 152 $ 150 1.3 %

Tenant sales per square foot (2)

$ 407 688 (40.8) %

Shoppes at Four Seasons

Total mall revenues $ 39 $ 94 (58.5) %

Mall gross leasable area (in square feet) 242,425 241,363 0.4 %

Occupancy 94.3 % 92.8 % 1.5 pts

Base rent per square foot $ 544 $ 484 12.4 %

Tenant sales per square foot (2)

$ 2,830 $ 5,078 (44.3) %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 73 $ 131 (44.3) %

Mall gross leasable area (in square feet) 620,213 593,735 4.5 %

Occupancy 95.0 % 96.7 % (1.7) pts

Base rent per square foot $ 257 $ 264 (2.7) %

Tenant sales per square foot (2)

$ 1,225 $ 2,028 (39.6) %

__________________________

This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem, the sale of which was completed on May 31, 2019.

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2020 and 2019, they are identical to the summary presented herein for the three months ended September 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.

(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 $265 million compared to the nine months ended September 30, 2019 driven by decreases of $82 million, $72 million, and $42 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above.

Additionally, there was a $60 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:

Nine Months Ended September 30,

2020 2019 Percent

(Dollars in millions)

Casino $ 1,238 $ 3,988 (69.0) %

Rooms 203 332 (38.9) %

Food and beverage 287 514 (44.2) %

Mall 41 54 (24.1) %

Convention, retail and other 117 227 (48.5) %

Provision for credit losses 60 15 300.0 %

General and administrative 844 1,109 (23.9) %

Corporate 145 262 (44.7) %

Pre-opening 14 23 (39.1) %

Development 18 13 38.5 %

Depreciation and amortization 867 874 (0.8) %

Amortization of leasehold interests in land 41 37 10.8 %

Loss on disposal or impairment of assets 68 18 277.8 %

Total operating expenses $ 3,943 $ 7,466 (47.2) %

Operating expenses were $3.94 billion for the nine months ended September 30, 2020, a decrease of $3.52 billion compared to $7.47 billion for the nine months ended September 30, 2019.

The decrease was primarily driven by a $2.75 billion decrease in casino expenses.

Additionally, general and administrative expenses decreased $265 million and food and beverage expenses decreased $227 million driven by the COVID-19 Pandemic, described above.

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 $92 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 $2.75 billion compared to the nine months ended September 30, 2019.

The decrease was primarily attributable to a decrease of $2.37 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 $129 million compared to the nine months ended September 30, 2019.

The decrease was driven by decreases of $67 million, $41 million and $19 million at our Macao 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 $227 million compared to the nine months ended September 30, 2019, due to decreases of $102 million, $59 million and $57 million at our Macao 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 $110 million compared to the nine months ended September 30, 2019 driven by a decrease of $53 million related to the closure of the ferry terminals previously described.

Additionally, our Macao properties, Las Vegas Operating Properties and Marina Bay Sands decreased $27 million, $17 million and $11 million, respectively, as a result of the COVID-19 Pandemic described above.

The provision for credit losses was $60 million for the nine months ended September 30, 2020, compared to $15 million for the nine months ended September 30, 2019.

The increase was driven by the aging of receivables for premium players at our Macao properties during 2020, as travel restrictions have limited the ability for patrons to redeem markers.

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.

General and administrative expenses decreased $265 million compared to the nine months ended September 30, 2019 due to decreases of $116 million, $62 million and $54 million at our Macao 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 $117 million compared to the nine months ended September 30, 2019.

The decrease was primarily due to a nonrecurring legal settlement during the nine months ended September 30, 2019.

Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.

Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Loss on disposal or impairment of assets increased $50 million compared to the nine months ended September 30, 2019, primarily due to asset disposals and demolition costs related to The Londoner Macao.

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 7 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net income/loss):

Nine Months Ended September 30,

2020 2019 Percent

(Dollars in millions)

The Venetian Macao $ (126) $ 1,039 (112.1) %

Sands Cotai Central (150) 546 (127.5) %

The Parisian Macao (124) 422 (129.4) %

The Plaza Macao and Four Seasons Hotel Macao (5) 243 (102.1) %

Sands Macao (58) 135 (143.0) %

Ferry Operations and Other (15) (7) 114.29 %

(478) 2,378 (120.1) %

Marina Bay Sands 239 1,204 (80.1) %

United States:

Las Vegas Operating Properties (74) 367 (120.2) %

Sands Bethlehem (1)

— 52 (100.0) %

(74) 419 (117.7) %

Consolidated adjusted property EBITDA $ (313) $ 4,001 (107.8) %

____________________

(1) We completed the sale of Sands Bethlehem on May 31, 2019.

Results of operations include Sands Bethlehem through May 30, 2019.

Adjusted property EBITDA at our Macao operations decreased $2.86 billion compared to the nine months ended September 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 $965 million compared to the nine months ended September 30, 2019.

The decrease was primarily due to decreased casino revenues, driven by the temporary closure of the property and reduced visitation resulting from the COVID-19 Pandemic.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $441 million compared to the nine months ended September 30, 2019.

The decrease was primarily due to no MICE events in the second and third quarters of 2020 and decreased room and casino revenues driven by the temporary closure of the properties and overall reduced visitation, resulting from the COVID-19 Pandemic.

Interest Expense

The following table summarizes information related to interest expense:

Nine Months Ended September 30,

(Dollars in millions)

Interest cost

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 13,190 $ 12,069

Weighted average interest rate

Interest cost decreased $26 million compared to the nine months ended September 30, 2019, resulting primarily from a decrease in our weighted average interest rate.

The decrease was primarily due to the increased benefit of $41 million over the prior year due to the interest rate swap agreements 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 and the 2026 and 2030 SCL Senior Notes issued on June 4, 2020.

Other Factors Affecting Earnings

Other income was $30 million for the nine months ended September 30, 2020, compared to other expense of $8 million for the nine months ended September 30, 2019.

The change from prior period was due primarily to a $34 million decrease in foreign transaction losses driven by the impact of foreign currency exchange rate decrease of 488 basis points on U.S.

dollar denominated debt held by SCL and a $9 million decrease in foreign currency transaction losses driven by the impact of the foreign currency exchange rate increase of 48 basis points on Singapore dollar denominated intercompany debt reported in U.S.

Our income tax benefit was $46 million on a loss before income taxes of $1.81 billion for the nine months ended September 30, 2020.

This compares to a 13.8% effective income tax rate for the nine months ended September 30, 2019.

The effective income tax rate for the nine months ended September 30, 2019, would have been 10.2% without the discrete income tax expense of $161 million resulting from the sale of Sands Bethlehem.

The income tax benefit for the nine months ended September 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 nine months ended September 30, 2020.

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 $381 million for the nine months ended September 30, 2020, compared to net income attributable to our noncontrolling interest of $452 million for the nine months ended September 30, 2019.

These amounts were primarily related to the noncontrolling interest of SCL.

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.

We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands.

Management believes being in

the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts.

Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options.

Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options.

We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 2020 and 2019:

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2021 and 2020:

Venetian Shoppes at

Seasons Shoppes at

Central Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the three months ended September 30, 2020

For the three months ended March 31, 2021

Mall revenues:

4 unchanged sentences

(9) — (2) (2) (6)

Total overage rents and rent concessions

(29) (20) (5) (6) (11)

CAM, levies and direct recoveries

Total mall revenues

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (3)

Recovery of credit losses

(1) — — (1) —

Mall-related expenses (4)

$ 2 $ 1 $ 2 $ — $ 5

For the three months ended September 30, 2019

Mall revenues:

Minimum rents (1)

$ 49 $ 27 $ 10 $ 9 $ 34

Overage rents

Total overage rents, rent concessions and other (7) 6 2 (1) 4

CAM, levies and direct recoveries 7 2 4 2 6

6 unchanged sentences

Property taxes (4)

Recovery of credit losses

Mall-related expenses (5)

$ 4 $ 2 $ 2 $ 1 $ 8

Venetian Shoppes at

Seasons Shoppes at

Central Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the nine months ended September 30, 2020

For the three months ended March 31, 2020

Mall revenues:

5 unchanged sentences

Total overage rents and rent concessions (29) (16) (5) (5) 1

(96) (59) (17) (19) (43)

CAM, levies and direct recoveries 8 3 4 2 6

Total mall revenues

74 39 25 16 73

Mall operating expenses:

6 unchanged sentences

$ 8 $ 3 $ 3 $ 3 $ 7

For the nine months ended September 30, 2019

Mall revenues:

Minimum rents (1)

____________________

Overage rents

CAM, levies and direct recoveries

Total mall revenues

183 94 51 39 131

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (3)

Recovery of credit losses

Mall-related expenses (4)

$ 17 $ 6 $ 7 $ 7 $ 20

____________________

These tables exclude the results of our mall operations at Sands Macao and Sands Bethlehem, which was sold in May 2019.

These tables exclude the results of our mall operations at Sands Macao.

(1) Minimum rents include base rents and straight-line adjustments of base rents.

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

(3) The amount for Marina Bay Sands of $6 million related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

(4) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai.

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 and The Plaza Macao and Four Seasons Hotel Macao expired in August 2019 and August 2020, respectively, and the exemption for Sands Cotai Central and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained a second exemption.

The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired in August 2019 and August 2020, respectively, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

(5) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance.

Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and

operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls.

3 unchanged sentences

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.

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.

We will add approximately 370 luxury suites in the Londoner Court, and the prior Holiday Inn-branded rooms and suites were 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.

A number of new restaurants will open progressively from late 2020 and our retail offerings will be expanded and rebranded as the Shoppes at Londoner.

Construction work on the conversion of Sands Cotai Central into the new integrated resort The Londoner Macao is progressing.

We expect the Londoner Court suites to be completed in late 2020 and overall The Londoner Macao project to be delivered in phases throughout 2020 and 2021.

Construction of The Grand Suites at Four Seasons is now complete and features 289 additional luxury suites.

We initiated approved gaming operations in this space in the first quarter of 2020 and recently obtained the hotel license for The Grand Suites at Four Seasons.

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.

Our construction work on the conversion of Sands Cotai Central into the new destination Integrated Resort, The Londoner Macao, is progressing.

This project is being delivered in phases, which started in 2020 and will continue throughout 2021.

Upon completion, 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 The Elizabeth Tower (commonly known as "Big Ben").

The Londoner Macao Hotel opened in January 2021 with approximately 600 London-themed suites, including 14 exclusive Suites by David Beckham.

The Integrated Resort will also feature the Londoner Court with approximately 370 luxury suites;

construction of the Londoner Court is now complete and is expected to open in 2021.

Our retail offerings will be expanded and rebranded as the Shoppes at Londoner.

We anticipate the total costs associated with The Londoner Macao development projects described above and the recently completed The Grand Suites at Four Seasons to be approximately $2.2 billion.

The ultimate costs and completion dates for The Londoner Macao development are subject to change as we complete the project.

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (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 $3.3 billion at exchange rates in effect on September 30, 2020).

The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on March 31, 2021).

The amount of the total project cost will be finalized as we complete design and development and begin construction.

2 unchanged sentences

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.

On June 18, 2020, we

further amended the 2012 Singapore Credit Facility, which, among other things, extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule for the MBS Expansion Project.

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

2 unchanged sentences

Our cash flows consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

Net cash generated from (used in) operating activities $ (1,316) $ 1,796

Cash flows from investing activities:

Net proceeds from sale of Sands Bethlehem — 1,160

Net cash used in operating activities from continuing operations $ (188) $ (388)

Cash flows from investing activities from continuing operations:

Capital expenditures (291) (290)

Proceeds from disposal of property and equipment 3 1

Acquisition of intangible assets — (53)

Net cash generated from (used in) investing activities (1,077) 352

Cash flows from financing activities:

Net cash used in investing activities from continuing operations (288) (289)

Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options 19 16

Repurchase of common stock — (454)

Dividends paid and noncontrolling interest payments — (911)

2 unchanged sentences

Payments of financing costs (8) (3)

Net cash generated from (used in) financing activities 575 (2,968)

Net cash generated from (used in) financing activities from continuing operations 498 (914)

Net cash used by discontinued operations (22) (12)

Effect of exchange rate on cash, cash equivalents and restricted cash (12) (21)

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 2,125 $ 2,618

cash, cash equivalents and restricted cash at end of period for discontinued operations (35) (17)

Cash, cash equivalents and restricted cash at end of period from continuing operations $ 2,090 $ 2,601

Cash Flows — Operating Activities

1 unchanged sentence

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 nine months ended September 30, 2020, decreased $3.11 billion compared to the nine months ended September 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 2020 as described above.

We had a cash usage for operations in 2020 of $1.32 billion due to limited revenues.

The COVID-19 Pandemic impacted our working capital, which was a cash outflow during the nine months ended September 30, 2020 as the amount of receivables collected was less than the settlement of operating accrued liabilities and a reduction to outstanding chips.

In addition, the $1.80 billion 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.

Net cash used in operating activities for the three months ended March 31, 2021, decreased $200 million compared to the three months ended March 31, 2020, as a result of net cash outflow for working capital decreasing, resulting mainly from increases to liabilities, including customer deposits and outstanding chips.

Cash Flows — Investing Activities

Capital expenditures for the nine months ended September 30, 2020, totaled $1.08 billion.

Included in this amount was $857 million for construction and development activities in Macao, which consisted primarily of $591 million for Sands Cotai Central related primarily to The Londoner Macao, $147 million for The Plaza Macao and Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao and $103 million for The Venetian Macao.

Additionally, this amount included $137 million at Marina Bay Sands in Singapore;

$80 million at our Las Vegas Operating Properties;

and $4 million for corporate and other.

Capital expenditures for the nine months ended September 30, 2019, totaled $756 million.

Included in this amount was $410 million for construction and development activities in Macao, which consisted primarily of $178 million for Sands Cotai Central related primarily to the Londoner Macao, $125 million for The Plaza Macao and

Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao, $75 million for The Venetian Macao and $21 million for The Parisian Macao.

Capital expenditures for the three months ended March 31, 2021, totaled $291 million.

Included in this amount was $268 million for construction and development activities in Macao, which consisted primarily of $238 million for The Londoner Macao, $22 million for The Venetian Macao and $5 million for The Plaza Macao and Four Seasons Macao .

Additionally, this amount included $23 million at Marina Bay Sands in Singapore.

$153 million at our Las Vegas Operating Properties;

Capital expenditures for the three months ended March 31, 2020, totaled $290 million.

Included in this amount was $241 million for construction and development activities in Macao, which consisted primarily of $131 million for The Londoner Macao, $82 million for The Plaza Macao and Four Seasons Macao related primarily to the Grand Suites at Four Seasons Macao and $23 million for The Venetian Macao;

$46 million at Marina Bay Sands in Singapore;

and $3 million for corporate and other.

Cash Flows — Financing Activities

Net cash flows generated from financing activities w ere $575 million for the nine months ended September 30, 2020, which was primarily attributable to net proceeds of $1.49 billion on our various credit facilities, driven by the issuance of $1.50 billion of unsecured notes at SCL, partially offset by $911 million in dividend payments.

Net cash flows used in financing activities were $2.97 billion for the nine months ended September 30, 2019, which was primarily attributable to $2.41 billion in dividend payments, $454 million in common stock repurchases, $127 million in payments of financing costs and net repayments of $18 million on our various credit facilities.

Net cash flows generated from financing activities w ere $498 million for the three months ended March 31, 2021, which was primarily attributable to proceeds of $505 million received from the draw down of our SCL revolving facility.

Net cash flows used in financing activities were $914 million for the three months ended March 31, 2020, which was primarily attributable to $911 million in dividend payments and net repayments of $16 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 September 2020, LVSC entered into an amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter during the period beginning on October 31, 2020, through and including December 31, 2021.

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 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 leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x 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 September 2020, SCL entered into a waiver extension and amendment request letter, pursuant to which the aforementioned waiver period was extended to January 1, 2022.

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 September 30, 2020, our U.S.

leverage ratio, as defined per the respective credit facility agreement, was 2.9x compared to the maximum leverage ratio allowed of 4.0x.

We held unrestricted cash and cash equivalents of approximately $2.38 billion and restricted cash and cash equivalents of approximately $17 million as of September 30, 2020, of which approximately $1.36 billion of the unrestricted amount is held by non-U.S.

Our compliance with our financial covenants for periods beyond December 31, 2021 could be affected by certain factors beyond our control, such as the impact of the COVID-19 pandemic, including current travel and border restrictions continuing in the future.

We will pursue additional waivers to meet the required financial covenant ratios, which include a maximum leverage ratio of 4.0x, 4.0x and 4.5x under our U.S., Macao and Singapore credit facilities, respectively, for periods beyond December 31, 2021, if deemed necessary.

We believe we will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact our ability to be in compliance with our debt covenants for periods beyond December 31, 2021.

The LVSC Revolving Facility contains a covenant that prohibits the disposition of Core Facilities (as defined in the agreement), which includes the Las Vegas Operations.

We are evaluating the treatment of the LVSC Revolving Facility in connection with the announced sale of the Las Vegas Operations, which may include an amendment or termination of the existing facility on or prior to the closing date.

We held unrestricted cash and cash equivalents of approximately $2.07 billion and restricted cash and cash equivalents of approximately $16 million as of March 31, 2021, of which approximately $1.30 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

3 unchanged sentences

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 $3.95 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.69 billion at exchange rates in effect on September 30, 2020) under our Singapore Delayed Draw Term Facility as of September 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.

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 3.69 billion (approximately $2.74 billion at exchange rates in effect on March 31, 2021) under our Singapore Delayed Draw Term Facility as of March 31, 2021, 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 nine months ended September 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 nine months ended September 30, 2020, recorded $603 million as a distribution against retained earnings.

During 2020, we entered into an amendment request letter on the 2018 SCL Credit Facility, which provides us with the option to increase the total borrowing capacity by an aggregate amount of up to $1.0 billion.

Subsequently on January 25, 2021, we increased the amount available under the SCL revolving credit facility by HKD 3.83 billion (approximately $492 million at exchange rates in effect on March 31, 2021) to further enhance our liquidity.

During the three months ended March 31, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $456 million at exchange rates in effect on March 31, 2021) under this facility for general corporate purposes.

We have suspended our quarterly dividend program and SCL did not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic.

2 unchanged sentences

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.

In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020.

In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022.

As of September 30, 2020, we have remaining authorization to repurchase $916 million of our outstanding common shares.

Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise.

The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.

Aggregate Indebtedness and Other Contractual Obligations

As of September 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 and the draw on the 2012 Singapore Delayed Draw Term Facility.

These transactions are summarized below:

Payments Due During Period Ending December 31,

2021 - 2022 2023 - 2024 Thereafter Total

(In millions)

Long-Term Debt Obligations (2)

2026 and 2030 SCL Senior Notes $ — $ — $ — $ 1,500 $ 1,500

Singapore Delayed Draw Term Facility — — — 46 46

Fixed Interest Payments (3)

17 125 122 214 478

Variable Interest Payments (4)

Total $ 17 $ 127 $ 124 $ 1,761 $ 2,029

_______________________

(1) Represents the three-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 2026 and 2030 SCL Senior Notes.

(4) Based on the 1-month rate as of September 30, 2020, Singapore Swap Offer Rate (“SOR”) of 0.12% plus the applicable interest rate spread in accordance with the respective debt agreement.

As of March 31, 2021, 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, 2020, with the exception of the draw on the 2018 SCL Revolving Credit Facility of $505 million.

Special Note Regarding Forward-Looking Statements

3 unchanged sentences

“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.

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.

1 unchanged sentence

• the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects;

• our ability to invest in future growth opportunities;

• the ability to execute our previously announced capital expenditure programs in both Macao and Singapore, and produce future returns;

• the satisfaction of the conditions precedent to the consummation of the proposed sale of our Las Vegas real property and operations, including the Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Proposed Transaction”), including the receipt of regulatory approvals;

• unanticipated difficulties or expenditures relating to the Proposed Transaction;

• legal proceedings, judgments or settlements that may be instituted in connection with the Proposed Transaction, including those against us, our board of directors and executive officers and others;

• disruptions of current plans and operations caused by the announcement and pendency of the Proposed Transaction;

• potential difficulties in employee retention due to the announcement and pendency of the Proposed Transaction;

• the response of patrons, suppliers, business partners and regulators to the announcement of the Proposed Transaction;

• general economic and business conditions in the U.S.

4 unchanged sentences

• 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;

• new developments, construction projects and ventures, including our Cotai Strip developments and MBS Expansion Project;

• regulatory policies in China or other countries in which our patrons reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

• the ability of our subsidiaries to make distribution payments to us;

2 unchanged sentences

• 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 ability to compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor from other countries;

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

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

8 unchanged sentences

• new taxes, changes to existing tax rates or proposed changes in tax legislation and the impact of U.S.

• the continued services of our key management and personnel;

• any potential conflict between the interests of our principal stockholder and us;

• the continued services of our key officers;

• any potential conflict between the interests of our Principal Stockholders and us;

• labor actions and other labor problems;

• our failure to maintain the integrity of 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;

• our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business;

• the completion of infrastructure projects in Macao;

• our relationship with GGP Limited Partnership or any successor owner of the Grand Canal Shoppes;

• our relationship with Brookfield or any successor owner of the Grand Canal Shoppes;

• the outcome of any ongoing and future litigation.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis