LAS VEGAS SANDS CORP 10-Q

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” COVID-19 Pandemic In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). 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. 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. 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. 25 Table of Contents 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. 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. 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 the COVID-19 Pandemic changes over time, which could significantly alter our current operations. 26 Table of Contents 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. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items. Operations We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. On March 2, 2021, we entered into definitive agreements to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc, and VICI Properties L.P, a subsidiary of VICI Properties Inc. The closing of the transaction is subject to regulatory review and other closing conditions. 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 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 1 — Organization and Business of Company — Recent Accounting Pronouncements.” Operating Results Key Operating Revenue Measurements 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 patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space. The following are the key measurements we use to evaluate operating revenues: Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit 27 Table of Contents instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited. We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 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, 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.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Our slot machines have produced a trailing 12-month hold percentage of 8.0%. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 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 governments for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests. Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the 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. 28 Table of Contents 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 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 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 March 31, 2021 2020 Percent Change (Dollars in millions) Casino $ 865 $ 1,075 (19.5) % Rooms 96 141 (31.9) % Food and beverage 56 64 (12.5) % Mall 156 103 51.5 % Convention, retail and other 23 34 (32.4) % Total net revenues $ 1,196 $ 1,417 (15.6) % 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 $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 March 31, 2021 2020 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 266 $ 251 6.0 % Non-Rolling Chip drop $ 908 $ 817 11.1 % Non-Rolling Chip win percentage 27.4 % 27.0 % 0.4 pts Rolling Chip volume $ 1,231 $ 2,270 (45.8) % Rolling Chip win percentage 4.43 % 3.03 % 1.40 pts Slot handle $ 462 $ 438 5.5 % Slot hold percentage 4.0 % 4.5 % (0.5) pts 29 Table of Contents Three Months Ended March 31, 2021 2020 Change (Dollars in millions) The Londoner Macao Total net casino revenues $ 91 $ 123 (26.0) % Non-Rolling Chip drop $ 408 $ 556 (26.6) % Non-Rolling Chip win percentage 21.7 % 22.0 % (0.3) pts Rolling Chip volume $ 523 $ 167 213.2 % Rolling Chip win percentage 3.71 % 5.85 % (2.14) pts Slot handle $ 197 $ 367 (46.3) % Slot hold percentage 3.9 % 4.4 % (0.5) pts The Parisian Macao Total net casino revenues $ 59 $ 115 (48.7) % Non-Rolling Chip drop $ 300 $ 390 (23.1) % Non-Rolling Chip win percentage 23.0 % 23.8 % (0.8) pts Rolling Chip volume $ 114 $ 1,890 (94.0) % Rolling Chip win percentage (3.01) % 2.49 % (5.50) pts Slot handle $ 223 $ 432 (48.4) % Slot hold percentage 3.4 % 3.5 % (0.1) pts The Plaza Macao and Four Seasons Macao Total net casino revenues $ 115 $ 83 38.6 % Non-Rolling Chip drop $ 256 $ 210 21.9 % Non-Rolling Chip win percentage 24.1 % 29.9 % (5.8) pts Rolling Chip volume $ 1,436 $ 1,626 (11.7) % Rolling Chip win percentage 5.93 % 2.84 % 3.09 pts Slot handle $ 4 $ 37 (89.2) % Slot hold percentage 10.8 % 4.7 % 6.1 pts Sands Macao Total net casino revenues $ 31 $ 64 (51.6) % Non-Rolling Chip drop $ 122 $ 250 (51.2) % Non-Rolling Chip win percentage 15.1 % 20.1 % (5.0) pts Rolling Chip volume $ 484 $ 507 (4.5) % Rolling Chip win percentage 4.34 % 4.37 % (0.03) pts Slot handle $ 158 $ 276 (42.8) % Slot hold percentage 3.4 % 3.0 % 0.4 pts Singapore Operations: Marina Bay Sands Total net casino revenues $ 303 $ 439 (31.0) % Non-Rolling Chip drop $ 674 $ 1,077 (37.4) % Non-Rolling Chip win percentage 19.1 % 19.8 % (0.7) pts Rolling Chip volume $ 1,512 $ 6,639 (77.2) % Rolling Chip win percentage 5.59 % 3.53 % 2.06 pts Slot handle $ 3,745 $ 2,870 30.5 % Slot hold percentage 4.2 % 4.3 % (0.1) pts 30 Table of Contents Three Months Ended March 31, 2021 2020 Change (Dollars in millions) U.S. Operations: Las Vegas Operating Properties (1) Total net casino revenues $ 53 $ 102 (48.0) % Table games drop $ 335 $ 446 (24.9) % Table games win percentage 9.3 % 19.9 % (10.6) pts Slot handle $ 625 $ 603 3.6 % 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. 31 Table of Contents 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 March 31, 2021 2020 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 19 $ 21 (9.5) % Occupancy rate 47.2 % 39.2 % 8.0 pts Average daily room rate (ADR) $ 157 $ 238 (34.0) % Revenue per available room (RevPAR) $ 74 $ 93 (20.4) % The Londoner Macao Total room revenues $ 19 $ 27 (29.6) % Occupancy rate 35.5 % 38.1 % (2.6) pts Average daily room rate (ADR) $ 173 $ 175 (1.1) % Revenue per available room (RevPAR) $ 61 $ 67 (9.0) % The Parisian Macao Total room revenues $ 12 $ 13 (7.7) % Occupancy rate 46.7 % 40.3 % 6.4 pts Average daily room rate (ADR) $ 118 $ 169 (30.2) % Revenue per available room (RevPAR) $ 55 $ 68 (19.1) % The Plaza Macao and Four Seasons Macao Total room revenues $ 11 $ 4 175.0 % Occupancy rate 43.7 % 48.4 % (4.7) pts Average daily room rate (ADR) $ 432 $ 329 31.3 % Revenue per available room (RevPAR) $ 189 $ 159 18.9 % Sands Macao Total room revenues $ 3 $ 2 50.0 % Occupancy rate 71.5 % 59.8 % 11.7 pts Average daily room rate (ADR) $ 138 $ 179 (22.9) % Revenue per available room (RevPAR) $ 99 $ 107 (7.5) % Singapore Operations: Marina Bay Sands Total room revenues $ 32 $ 74 (56.8) % Occupancy rate 63.0 % 81.0 % (18.0) pts Average daily room rate (ADR) $ 228 $ 417 (45.3) % Revenue per available room (RevPAR) $ 143 $ 338 (57.7) % U.S. Operations: Las Vegas Operating Properties (1) Total room revenues $ 45 $ 127 (64.6) % Occupancy rate 42.6 % 87.2 % (44.6) pts Average daily room rate (ADR) $ 185 $ 266 (30.5) % Revenue per available room (RevPAR) $ 79 $ 232 (65.9) % __________________________ (1) The Las Vegas Operating Properties are classified as a discontinued operation held for sale. 32 Table of Contents 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 March 31, 2021 2020 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 46 $ 29 58.6 % Mall gross leasable area (in square feet) 812,936 812,934 — % Occupancy 79.9 % 90.5 % (10.6) pts Base rent per square foot $ 301 $ 281 7.1 % Tenant sales per square foot (1) $ 940 $ 1,460 (35.6) % Shoppes at Londoner (2) Total mall revenues $ 14 $ 9 55.6 % Mall gross leasable area (in square feet) 515,958 525,247 (1.8) % Occupancy 81.0 % 88.3 % (7.3) pts Base rent per square foot $ 102 $ 103 (1.0) % Tenant sales per square foot (1) $ 576 $ 780 (26.2) % Shoppes at Parisian Total mall revenues $ 10 $ 6 66.7 % Mall gross leasable area (in square feet) 296,145 295,920 0.1 % Occupancy 79.8 % 87.9 % (8.1) pts Base rent per square foot $ 151 $ 148 2.0 % Tenant sales per square foot (1) $ 422 $ 687 (38.6) % Shoppes at Four Seasons Total mall revenues $ 39 $ 17 129.4 % Mall gross leasable area (in square feet) 244,104 242,425 0.7 % Occupancy 94.0 % 93.2 % 0.8 pts Base rent per square foot $ 543 $ 552 (1.6) % Tenant sales per square foot (1) $ 3,665 $ 4,781 (23.3) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 47 $ 42 11.9 % Mall gross leasable area (in square feet) 620,297 593,756 4.5 % Occupancy 98.9 % 96.4 % 2.5 pts Base rent per square foot $ 264 $ 264 — % Tenant sales per square foot (1) $ 1,048 $ 1,917 (45.3) % __________________________ Note: This table excludes the results of our mall operations at Sands Macao. (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. 33 Table of Contents (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 March 31, 2021 2020 Percent Change (Dollars in millions) Casino $ 578 $ 648 (10.8) % Rooms 42 46 (8.7) % Food and beverage 71 82 (13.4) % Mall 15 17 (11.8) % Convention, retail and other 22 35 (37.1) % Provision for credit losses 4 14 (71.4) % General and administrative 225 229 (1.7) % Corporate 49 59 (16.9) % Pre-opening 5 5 — % Development 9 6 50.0 % Depreciation and amortization 255 253 0.8 % Amortization of leasehold interests in land 14 14 — % Loss on disposal or impairment of assets 3 3 — % Total operating expenses $ 1,292 $ 1,411 (8.4) % 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. 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 $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 $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. We 34 Table of Contents 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. 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 March 31, 2021 2020 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 82 $ 49 67.3 % The Londoner Macao (23) — N.M. The Parisian Macao (8) (3) 166.7 % The Plaza Macao and Four Seasons Macao 70 28 150.0 % Sands Macao (18) (1) 1,700.0 % Ferry Operations and Other (3) (6) (50.0) % 100 67 49.3 % Marina Bay Sands 144 282 (48.9) % Consolidated adjusted property EBITDA (1) $ 244 $ 349 (30.1) % Las Vegas Operating Properties (2) (47) 88 (153.4) % __________________________ N.M. 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) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies. (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 35 Table of Contents 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 March 31, 2021 2020 (Dollars in millions) Interest cost $ 158 $ 132 Less — capitalized interest (4) (4) Interest expense, net $ 154 $ 128 Weighted average total debt balance $ 14,340 $ 12,483 Weighted average interest rate 4.4 % 4.2 % 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 $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. 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. dollars. 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. 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 Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in 36 Table of Contents 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 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 months ended March 31, 2021 and 2020: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the three months ended March 31, 2021 Mall revenues: Minimum rents (1) $ 46 $ 31 $ 8 $ 9 $ 37 Overage rents 2 6 4 1 4 Rent concessions (2) (9) — (2) (2) (6) Other (3) — — — — 6 Total overage rents, rent concessions and other (7) 6 2 (1) 4 CAM, levies and direct recoveries 7 2 4 2 6 Total mall revenues 46 39 14 10 47 Mall operating expenses: Common area maintenance 3 1 1 1 4 Marketing and other direct operating expenses 1 1 1 — 2 Mall operating expenses 4 2 2 1 6 Property taxes (4) 1 — — — 2 Recovery of credit losses (1) — — — — Mall-related expenses (5) $ 4 $ 2 $ 2 $ 1 $ 8 For the three months ended March 31, 2020 Mall revenues: Minimum rents (1) $ 50 $ 30 $ 10 $ 9 $ 35 Overage rents — 1 1 — 3 Rent concessions (2) (29) (17) (6) (5) (2) Total overage rents and rent concessions (29) (16) (5) (5) 1 CAM, levies and direct recoveries 8 3 4 2 6 Total mall revenues 29 17 9 6 42 Mall operating expenses: Common area maintenance 3 1 1 1 4 Marketing and other direct operating expenses 2 1 1 1 2 Mall operating expenses 5 2 2 2 6 Property taxes (4) — — — — 1 Provision for credit losses 3 1 1 1 — Mall-related expenses (5) $ 8 $ 3 $ 3 $ 3 $ 7 ____________________ Note: 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. 37 Table of Contents (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 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. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies. Development Projects We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts. Macao Our construction work 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. Singapore In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“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 March 31, 2021). The amount of the total project cost will be finalized as we complete design and development and begin construction. In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project. In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction). We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement. On June 18, 2020, we 38 Table of Contents 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. Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally. Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Three Months Ended March 31, 2021 2020 (In millions) 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 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 Dividends paid and noncontrolling interest payments — (911) Proceeds from long-term debt 505 — Repayments on long-term debt (18) (16) Payments of financing costs (8) (3) 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) Decrease in cash, cash equivalents and restricted cash (12) (1,624) Cash, cash equivalents and restricted cash at beginning of period 2,137 4,242 Cash, cash equivalents and restricted cash at end of period $ 2,125 $ 2,618 Less: 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 Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash 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 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. 39 Table of Contents 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 $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. 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 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. 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. Of the $1.30 billion, approximately $1.01 billion is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.94 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 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 40 Table of Contents 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. 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. We have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We believe we are well positioned to support our continuing operations, complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items. Aggregate Indebtedness and Other Contractual Obligations As of 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 This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with: • the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments 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; 41 Table of Contents • 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. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales; • disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war; • the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao, Singapore and Las Vegas; • the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations; • our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas; • new developments, construction projects and ventures, including our Cotai Strip 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; • our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects; • fluctuations in currency exchange rates and interest rates; • increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers; • our ability to 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 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; • our relationship with gaming promoters in Macao; • our dependence on chance and theoretical win rates; • fraud and cheating; • our ability to establish and protect our intellectual property rights; • conflicts of interest that arise because certain of our directors and officers are also directors of SCL; 42 Table of Contents • government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet; • increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming; • the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations; • new taxes, changes to existing tax rates or proposed changes in tax legislation and the impact of U.S. tax reform; • the continued services of our key 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 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 Brookfield or any successor owner of the Grand Canal Shoppes; and • the outcome of any ongoing and future litigation. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws. Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues. In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information. The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.