What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-07-23 compared with 2021-04-23 · 475 added, 145 removed, 482 unchanged (56% of the section changed)

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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”).

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) 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.

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

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has decreased substantially as a result of various government policies limiting or discouraging 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 various quarantine requirements depending on the person’s residency and recent travel history.

Our operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

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.

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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.

All businesses including non-essential businesses are allowed to remain open, and, where designated by the Macao government, social distancing and health code checking requirements are in place.

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.

Our Macao gaming operations remained open during the six months ended June 30, 2021, compared to the same period in 2020 when our Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020.

Some of our Macao hotel facilities were also closed during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao, Cotai Strip at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020.

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

Our 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.

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

The Macao government announced total visitation from mainland China to Macao decreased to 1.6 million visits during the quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, 2021, from approximately 46,000 visits during the quarter ended June 30, 2020.

The Macao government also announced gross gaming revenue increased by 45.4% in the six months ended June 30, 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.

Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts.

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.

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

Our operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances;

(ii) closure or limited seating at food and beverage or entertainment establishments;

and (iii) casino capacity limits, among other restrictions.

As a result of the border closures, visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic.

The STB announced total visitation to Singapore decreased to approximately 70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same period in 2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020.

Total visitation increased to a total of approximately 40,000 visits in April and May 2021 as compared to a nil amount during the same two-month period in 2020.

Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and our Las Vegas Operating Properties operated under pre-pandemic guidelines.

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.

During the six months ended June 30, 2021, our Las Vegas Operating Properties were open subject to various capacity limits.

This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020, The Venetian Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject to reduced capacity.

Convention, meeting and certain entertainment related operations remained closed for the remainder of the six months ended June 30, 2020.

Visitation to our Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic;

however, visitation has increased as restrictions have been lifted.

The Las Vegas Convention and Visitors Authority announced for the quarter ended March 31, 2021, visitation to Las Vegas decreased to 5.1 million visits, as compared to 8.4 million visits during the same period in 2020.

Total visitation increased to a total of 5.5 million visits in April and May 2021, as compared to 260,000 during the same two-month period in 2020.

The Las Vegas Convention and Visitors Authority also announced for the quarter ended March 31, 2021, gross gaming revenue for the Las Vegas Strip decreased to $1.17 billion, as compared to $1.47 billion during the same period in 2020.

Total gross gaming revenue increased to $1.14 billion in April and May 2021, as compared to $7 million during the same two-month period in 2020.

At our Macao properties and Marina Bay Sands, 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.

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 our Macao and Singapore properties were open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above during the second quarter of 2021, 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.

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 have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $2.06 billion and access to $1.50 billion, $2.0 billion and $441 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.74 billion at exchange rates in effect on June 30, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project (subject to restrictions as described further below under Development Projects), as of June 30, 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.

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

Macao Subconcession

Gaming in Macao is administered by the government through concessions awarded to three different concessionaires and three subconcessionaires, of which we are one.

These concession agreements expire on June 26, 2022.

If our subconcession is not extended or renewed, we may be prohibited from conducting gaming operations in Macao, and could result in the casino and gaming related equipment being automatically transferred to the Macao government without any compensation to us.

Under the SCL Senior Notes indenture, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indenture) after which none of Sands China Ltd.

(“SCL”) or any of its subsidiaries owns or manages casino or gaming areas or operates casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL Senior Notes, for a period of thirty consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of SCL and its subsidiaries, taken as a whole, holders of the our SCL Senior Notes can require the us to repurchase all or any part of the SCL Senior Notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).

Additionally, under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL Senior Notes (as described above) would be an event of default, which may result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.

The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent have the ability to and make the election to accelerate the repayment of our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows and could create a material uncertainty on our ability to continue as a going concern.

We are actively monitoring the renewal process and

continue to believe our subconcession will be extended or renewed;

however, it is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact us.

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.

There were no newly identified significant accounting estimates during the six months ended June 30, 2021, nor were there any material changes to the critical accounting policies and estimates discussed in our 2020 Annual Report.

Recent Accounting Pronouncements

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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.

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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.

Generally, slot machine play is conducted on a cash

In Macao and Singapore, 15.0% and 10.0%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2021.

Casino revenue measurements for the U.S.:

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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.

Approximately 56.4% of our table games play at our Las Vegas Operating Properties, for the six months ended June 30, 2021, was conducted on a credit basis.

Hotel revenue measurements:

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

Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 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.

Our financial results have improved as a result of increased visitation as COVID-19 Pandemic travel restrictions have been lifted in some jurisdictions, and social distancing measures and operating capacity limitations have eased.

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.

Net revenues for the three months ended June 30, 2021, were $1.17 billion, compared to $62 million for the three months ended June 30, 2020.

Operating loss was $139 million compared to $757 million for the three months ended June 30, 2020.

Net loss from continuing operations was $280 million for the three months ended June 30, 2021, compared to $841 million for the three months ended June 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 865 $ 1,075 (19.5) %

Casino $ 843 $ (4) N.M.

Rooms 115 5 2,200.0 %

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Total net revenues $ 1,173 $ 62 1,791.9 %

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.

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Consolidated net revenues were $1.17 billion for the three months ended June 30, 2021, an increase of $1.11 billion compared to $62 million for the three months ended June 30, 2020.

The increase was across our jurisdictions and properties with increases of $810 million and $304 million at our Macao operations and Marina Bay Sands, respectively.

These increases were driven by increased visitation as travel restrictions, social distancing measures and capacity limitations connected with the COVID-19 Pandemic continued to ease during the three months ended June 30, 2021, as well as Marina Bay Sands being closed for a portion of the three months ended June 30, 2020.

Net casino revenues increased $847 million compared to the three months ended June 30, 2020.

The change was driven by a $631 million increase at our Macao operations due to increases in Non-Rolling Chip drop, Rolling Chip volume and slot handle.

Casino revenues at Marina Bay Sands increased $216 million due to an increase in Non-Rolling Chip drop, Rolling Chip volume and slot handle, as gaming operations were only open for six days during the three months ended June 30, 2020.

These increases were driven by higher visitation across our properties as we are seeing a recovery from the impact of the COVID-19 Pandemic described above.

The following table summarizes the results of our casino activity:

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Change

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Slot hold percentage 3.7 % 2.5 % 1.2 pts

Three Months Ended March 31,

2021 2020 Change

(Dollars in millions)

The Londoner Macao

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Slot hold percentage 3.8 % 3.3 % 0.5 pts

Three Months Ended June 30,

2021 2020 Change

(Dollars in millions)

The Parisian Macao

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Slot hold percentage 4.3 % 3.7 % 0.6 pts

Three Months Ended March 31,

2021 2020 Change

(Dollars in millions)

Las Vegas Operating Properties (1)

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

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

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 $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.

Room revenues increased $110 million compared to the three months ended June 30, 2020.

The increase was primarily due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties, as well as Marina Bay Sands being closed for a portion of the three months ended June 30, 2020.

The following table summarizes the results of our room activity:

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Change

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(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.

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Food and beverage revenues increased $44 million compared to the three months ended June 30, 2020.

The increase was due to increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above.

Mall revenues increased $106 million compared to the three months ended June 30, 2020.

The increase was primarily due to a decrease of $94 million in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended June 30, 2020, as well as a $16 million increase in turnover rent.

These items were partially offset by a decrease in occupancy percentages across our Macao mall operations.

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,

Three Months Ended June 30,

2021 2020 Change

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(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 .

Convention, retail and other revenues increased $4 million compared to the three months ended June 30, 2020, primarily driven by a $5 million increase at our Macao properties, primarily as a result of increased visitation and the return of MICE and entertainment events as our business recovers from the effects of the COVID-19 Pandemic described above.

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Percent

(Dollars in millions)

$ 578 $ 648 (10.8) %

Casino $ 574 $ 187 207.0 %

Rooms 42 27 55.6 %

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Total operating expenses $ 1,312 $ 819 60.2 %

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.

Operating expenses were $1.31 billion for the three months ended June 30, 2021, an increase of $493 million compared to $819 million for the three months ended June 30, 2020, primarily driven by increases of $387 million in casino expenses, driven by increased levels of business as we recover from the effects of the COVID-19 Pandemic described above, and $29 million in general and administrative expenses.

Casino expenses increased $387 million compared to the three months ended June 30, 2020.

The increase was primarily attributable to an increase of $352 million in gaming taxes due to increased revenues, as previously described.

Food and beverage expenses increased $19 million compared to the three months ended June 30, 2020, due to increases of $13 million and $6 million at Marina Bay Sands and our Macao properties, respectively.

These increases are consistent with the increase in food and beverage revenues.

Convention, retail and other expenses decreased $3 million compared to the three months ended June 30, 2020, primarily driven by a $2 million decrease in ferry expenses resulting from cost reduction measures driven by 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.

Provision for credit losses decreased $12 million compared to the three months ended June 30, 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.

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 increased $29 million compared to the three months ended June 30, 2020, due to increases of $16 million and $13 million at Marina Bay Sands and our Macao properties, respectively.

The increases were primarily driven by increases in marketing and property operations costs.

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.

Development expenses increased $28 million compared to the three months ended June 30, 2020, and include the costs associated with our evaluation and pursuit of new business opportunities, primarily in Florida and Texas, which are expensed as incurred.

Loss on disposal or impairment of assets increased $7 million compared to the three months ended June 30, 2020, primarily due to the sale of two aircraft.

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,

Three Months Ended June 30,

2021 2020 Percent

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The Venetian Macao $ 108 $ (97) (211.3) %

The Londoner Macao (23) — N.M.

The Londoner Macao (5) (79) (93.7) %

The Parisian Macao — (81) (100.0) %

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(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.

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(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.

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Adjusted property EBITDA at our Macao operations increased $444 million compared with the three months ended June 30, 2020, primarily due to increases in casino, room, food and beverage and mall revenues driven by increased visitation at our properties as our business recovers from the effects of the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands increased $225 million compared to the three months ended June 30, 2020, primarily due to increases in casino, room, food and beverage and mall revenues as the property was closed from April 7, 2020 through June 18, 2020, with gaming operations closed through June 30, 2020.

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.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $173 million compared to the three months ended June 30, 2020, primarily due to increases in revenues as the property was temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended March 31,

Three Months Ended June 30,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost increased $45 million compared to the three months ended June 30, 2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes on June 4, 2020 and draws on the SCL revolver during the three months ended March 31, 2021.

Additionally, during the three months ended June 30, 2020, interest expense was offset with the gains realized from interest rate swaps, which expired in August 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.

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.

Other income was $10 million for the three months ended June 30, 2021, compared to other expense of $5 million for the three months ended June 30, 2020.

Other income during the three months ended June 30, 2021, consisting of $10 million of foreign currency transaction gains, primarily related to U.S.

dollar denominated debt held by SCL due to the appreciation of the Macao pataca against the U.S.

dollar during the three months ended June 30, 2021.

Our income tax benefit was $6 million on a loss before income taxes of $286 million for the three months ended June 30, 2021, resulting in a (2.1)% effective income tax rate.

This compares to a (3.6)% effective income tax rate for the three months ended June 30, 2020.

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

The net loss attributable to our noncontrolling interests was $50 million for the three months ended June 30, 2021, compared to $165 million for the three months ended June 30, 2020.

These amounts are related to the noncontrolling interest of SCL.

Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020

Summary Financial Results

Our financial results have improved as a result of increased visitation as travel restrictions connected with the COVID-19 Pandemic have been lifted in some jurisdictions, and social distancing measures and operating capacity limitations have eased.

Our gaming operations remained open during the six months ended June 30, 2021,

compared to the same period in 2020 in which gaming operations in Macao and Singapore were suspended at various times throughout the period.

See “COVID-19 Pandemic” for further information.

Net revenues for the six months ended June 30, 2021, were $2.37 billion, compared to $1.48 billion for the six months ended June 30, 2020.

Operating loss was $235 million compared to $751 million for the six months ended June 30, 2020.

Net loss from continuing operations was $560 million for the six months ended June 30, 2021, compared to $933 million for the six months ended June 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 1,708 $ 1,071 59.5 %

Rooms 211 146 44.5 %

Food and beverage 106 70 51.4 %

Mall 304 145 109.7 %

Convention, retail and other 40 47 (14.9) %

Total net revenues $ 2,369 $ 1,479 60.2 %

Consolidated net revenues were $2.37 billion for the six months ended June 30, 2021, an increase of $890 million compared to $1.48 billion for the six months ended June 30, 2020, due to increases of $771 million and $118 million at our Macao operations and Marina Bay Sands, respectively.

The increases were driven by increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above, as well as temporary closures of Marina Bay Sands from April 7, 2020 through June 18, 2020, with gaming operations closed through June 30, 2020, and our Macao gaming operations from February 5, 2020 to February 19, 2020, with the exception of The Londoner Macao, which resumed on February 27, 2020, and with the hotel facilities temporarily closed during the casino suspension.

Net casino revenues increased $637 million compared to the six months ended June 30, 2020, driven by increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above, as well as our Macao properties and Marina Bay Sands being closed for a portion of the six months ended June 30, 2020.

Revenues at our Macao operations and Marina Bay Sands increased $557 million and $80 million, respectively, driven by increases in Non-Rolling Chip drop, Rolling Chip volume and slot handle.

The following table summarizes the results of our casino activity:

Six Months Ended June 30,

2021 2020 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 573 $ 256 123.8 %

Non-Rolling Chip drop $ 1,907 $ 832 129.2 %

Non-Rolling Chip win percentage 27.5 % 26.9 % 0.6 pts

Rolling Chip volume $ 2,740 $ 2,378 15.2 %

Rolling Chip win percentage 4.70 % 2.96 % 1.74 pts

Slot handle $ 1,013 $ 497 103.8 %

Slot hold percentage 3.8 % 4.2 % (0.4) pts

Six Months Ended June 30,

2021 2020 Change

(Dollars in millions)

The Londoner Macao

Total net casino revenues $ 224 $ 124 80.6 %

Non-Rolling Chip drop $ 959 $ 561 70.9 %

Non-Rolling Chip win percentage 21.3 % 21.8 % (0.5) pts

Rolling Chip volume $ 1,648 $ 167 886.8 %

Rolling Chip win percentage 4.43 % 5.85 % (1.42) pts

Slot handle $ 483 $ 377 28.1 %

Slot hold percentage 3.8 % 4.4 % (0.6) pts

The Parisian Macao

Total net casino revenues $ 128 $ 85 50.6 %

Non-Rolling Chip drop $ 657 $ 396 65.9 %

Non-Rolling Chip win percentage 21.7 % 23.7 % (2.0) pts

Rolling Chip volume $ 146 $ 2,272 (93.6) %

Rolling Chip win percentage (0.53) % 0.99 % (1.52) pts

Slot handle $ 467 $ 451 3.5 %

Slot hold percentage 3.2 % 3.5 % (0.3) pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 189 $ 91 107.7 %

Non-Rolling Chip drop $ 606 $ 229 164.6 %

Non-Rolling Chip win percentage 22.5 % 28.0 % (5.5) pts

Rolling Chip volume $ 1,965 $ 2,189 (10.2) %

Rolling Chip win percentage 5.52 % 2.73 % 2.79 pts

Slot handle $ 22 $ 37 (40.5) %

Slot hold percentage 4.8 % 4.7 % 0.1 pts

Total net casino revenues $ 68 $ 69 (1.4) %

Non-Rolling Chip drop $ 253 $ 278 (9.0) %

Non-Rolling Chip win percentage 16.1 % 19.1 % (3.0) pts

Rolling Chip volume $ 816 $ 726 12.4 %

Rolling Chip win percentage 5.22 % 3.29 % 1.93 pts

Slot handle $ 319 $ 353 (9.6) %

Slot hold percentage 3.4 % 3.1 % 0.3 pts

Six Months Ended June 30,

2021 2020 Change

(Dollars in millions)

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 526 $ 446 17.9 %

Non-Rolling Chip drop $ 1,227 $ 1,103 11.2 %

Non-Rolling Chip win percentage 18.6 % 19.9 % (1.3) pts

Rolling Chip volume $ 2,123 $ 6,762 (68.6) %

Rolling Chip win percentage 5.83 % 3.50 % 2.33 pts

Slot handle $ 6,910 $ 2,964 133.1 %

Slot hold percentage 4.2 % 4.3 % (0.1) pts

Las Vegas Operating Properties (1)

Total net casino revenues $ 163 $ 116 40.5 %

Table games drop $ 698 $ 544 28.3 %

Table games win percentage 13.0 % 18.4 % (5.4) pts

Slot handle $ 1,625 $ 794 104.7 %

Slot hold percentage 8.4 % 7.6 % 0.8 pts

__________________________

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

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Room revenues increased $65 million compared to the six months ended June 30, 2020.

The increase was primarily due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties, as well as our properties being closed for a portion of the six months ended June 30, 2020.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

2021 2020 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 43 $ 22 95.5 %

Occupancy rate 52.9 % 22.3 % 30.6 pts

Average daily room rate (ADR) $ 158 $ 237 (33.3) %

Revenue per available room (RevPAR) $ 84 $ 53 58.5 %

The Londoner Macao

Total room revenues $ 47 $ 27 74.1 %

Occupancy rate 40.4 % 23.0 % 17.4 pts

Average daily room rate (ADR) $ 160 $ 174 (8.0) %

Revenue per available room (RevPAR) $ 65 $ 40 62.5 %

The Parisian Macao

Total room revenues $ 29 $ 14 107.1 %

Occupancy rate 52.6 % 21.9 % 30.7 pts

Average daily room rate (ADR) $ 119 $ 167 (28.7) %

Revenue per available room (RevPAR) $ 62 $ 37 67.6 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 23 $ 5 360.0 %

Occupancy rate 46.1 % 26.4 % 19.7 pts

Average daily room rate (ADR) $ 439 $ 332 32.2 %

Revenue per available room (RevPAR) $ 202 $ 88 129.5 %

Total room revenues $ 5 $ 3 66.7 %

Occupancy rate 71.3 % 35.9 % 35.4 pts

Average daily room rate (ADR) $ 140 $ 176 (20.5) %

Revenue per available room (RevPAR) $ 100 $ 63 58.7 %

Singapore Operations:

Marina Bay Sands

Total room revenues $ 64 $ 75 (14.7) %

Occupancy rate 65.4 % 78.9 % (13.5) pts

Average daily room rate (ADR) $ 224 $ 415 (46.0) %

Revenue per available room (RevPAR) $ 147 $ 327 (55.0) %

Las Vegas Operating Properties (1)

Total room revenues $ 152 $ 136 11.8 %

Occupancy rate 65.0 % 74.9 % (9.9) pts

Average daily room rate (ADR) $ 194 $ 256 (24.2) %

Revenue per available room (RevPAR) $ 126 $ 192 (34.4) %

__________________________

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

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Food and beverage revenues increased $36 million compared to the six months ended June 30, 2020.

The increase was mainly due to increases of $22 million and $14 million at our Macao properties and Marina Bay Sands, respectively.

The increase was due to increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above.

Mall revenues increased $159 million compared to the six months ended June 30, 2020.

The increase was primarily due to a $133 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the six months ended June 30, 2020, as well as a $28 million increase in turnover rent and $6 million in government grants.

These items were partially offset by a decrease in occupancy percentages for our Macao mall operations.

Six Months Ended June 30, (1)

2021 2020 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 95 $ 47 102.1 %

Mall gross leasable area (in square feet) 814,731 812,934 0.2 %

Occupancy 79.2 % 85.6 % (6.4) pts

Base rent per square foot $ 297 $ 293 1.4 %

Tenant sales per square foot (2)

$ 1,227 $ 1,224 0.2 %

Shoppes at Londoner (3)

Total mall revenues $ 29 $ 16 81.3 %

Mall gross leasable area (in square feet) 520,941 525,497 (0.9) %

Occupancy 60.9 % 87.6 % (26.7) pts

Base rent per square foot $ 136 $ 102 33.3 %

Tenant sales per square foot (2)

$ 1,058 $ 603 75.5 %

Shoppes at Parisian

Total mall revenues $ 20 $ 10 100.0 %

Mall gross leasable area (in square feet) 296,145 295,963 0.1 %

Occupancy 78.1 % 86.8 % (8.7) pts

Base rent per square foot $ 147 $ 150 (2.0) %

Tenant sales per square foot (2)

$ 593 $ 561 5.7 %

Shoppes at Four Seasons

Total mall revenues $ 73 $ 26 180.8 %

Mall gross leasable area (in square feet) 244,104 242,425 0.7 %

Occupancy 93.9 % 94.6 % (0.7) pts

Base rent per square foot $ 548 $ 544 0.7 %

Tenant sales per square foot (2)

$ 5,389 $ 3,775 42.8 %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 86 $ 45 91.1 %

Mall gross leasable area (in square feet) 620,427 593,756 4.5 %

Occupancy 98.2 % 95.3 % 2.9 pts

Base rent per square foot $ 267 $ 254 5.1 %

Tenant sales per square foot (2)

$ 1,366 $ 1,500 (8.9) %

__________________________

This table excludes the results of our mall operations at Sands Macao.

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2021 and 2020, they are identical to the summary presented herein for the three months ended June 30, 2021 and 2020, 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 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 $7 million compared to the six months ended June 30, 2020 as a result of the temporary cancellation of MICE events across our properties due to the COVID-19 Pandemic described above.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 1,152 $ 835 38.0 %

Rooms 84 73 15.1 %

Food and beverage 131 123 6.5 %

Mall 31 28 10.7 %

Convention, retail and other 41 57 (28.1) %

Provision for credit losses 6 28 (78.6) %

General and administrative 444 419 6.0 %

Corporate 105 112 (6.3) %

Pre-opening 9 9 — %

Development 46 15 206.7 %

Depreciation and amortization 513 497 3.2 %

Amortization of leasehold interests in land 28 27 3.7 %

Loss on disposal or impairment of assets 14 7 100.0 %

Total operating expenses $ 2,604 $ 2,230 16.8 %

Operating expenses were $2.60 billion for the six months ended June 30, 2021, an increase of $374 million compared to $2.23 billion for the six months ended June 30, 2020.

The increase was primarily driven by a $317 million increase in casino expenses.

Additionally, general and administrative expenses increased $25 million and rooms expenses increased $11 million, driven by increase in visitation across our properties as our business recovers from the impact of the COVID-19 Pandemic described above.

Casino expenses increased $317 million compared to the six months ended June 30, 2020.

The increase was primarily attributable to an increase of $293 million in gaming taxes due to increased casino revenues, as previously described.

Room expenses increased $11 million compared to the six months ended June 30, 2020.

The increase was driven by increases of $7 million and $4 million at our Macao properties and Marina Bay Sands, respectively, which is consistent with the increase in room revenue.

Food and beverage expenses increased $8 million compared to the six months ended June 30, 2020, due to increases of $7 million and $1 million at Marina Bay Sands and our Macao properties, respectively.

These increases are consistent with the increase in food and beverage revenues.

Convention, retail and other expenses decreased $16 million compared to the six months ended June 30, 2020, driven by a $10 million decrease related to the closure of the ferry terminals previously described.

Additionally, convention, retail and other expenses at our Macao properties decreased $6 million, primarily as a result of the cancellation of MICE and entertainment events due to the COVID-19 Pandemic described above.

The provision for credit losses was $6 million for the six months ended June 30, 2021, compared to $28 million for the six months ended June 30, 2020.

The decrease was 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.

General and administrative expenses increased $25 million compared to the six months ended June 30, 2020, due to increases of $18 million and $7 million at Marina Bay Sands and our Macao properties, respectively.

The increases were primarily driven by increases in marketing, payroll and property operations costs.

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

Development expenses increased $31 million compared to the six months ended June 30, 2020, and include the costs associated with our evaluation and pursuit of new business opportunities, primarily in Florida and Texas, which are expensed as incurred.

Loss on disposal or impairment of assets increased $7 million compared to the six months ended June 30, 2020, primarily due to the sale of two aircraft.

Segment Adjusted Property EBITDA

Six Months Ended June 30,

2021 2020 Percent

(Dollars in millions)

The Venetian Macao $ 190 $ (48) (495.8) %

The Londoner Macao (28) (79) (64.6) %

The Parisian Macao (8) (84) (90.5) %

The Plaza Macao and Four Seasons Macao 114 10 1,040.0 %

Sands Macao (31) (32) (3.1) %

Ferry Operations and Other (5) (12) (58.3) %

232 (245) (194.7) %

Marina Bay Sands 256 169 51.5 %

Consolidated adjusted property EBITDA $ 488 $ (76) (742.1) %

Las Vegas Operating Properties (1)

$ 4 $ (34) (111.8) %

____________________

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

Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Adjusted property EBITDA at our Macao operations increased $477 million compared to the six months ended June 30, 2020, primarily due to increased casino revenues driven increased visitation as our business recovers from the effects of the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands increased $87 million compared to the six months ended June 30, 2020.

The increase was primarily due to increased casino revenues driven increased visitation as our business recovers from the impact of the COVID-19 Pandemic.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties increased $38 million compared to the six months ended June 30, 2020.

The increase was primarily due to increased casino revenues driven by increased visitation as our business recovers from the effects of the COVID-19 Pandemic.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 14,466 $ 12,779

Weighted average interest rate

Interest cost increased $70 million compared to the six months ended June 30, 2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes on June 4, 2020 and draws on the SCL revolver during the three months ended March 31, 2021.

Additionally, during the six months ended June 30, 2020, interest expense was offset with the gains realized from interest rate swaps, which expired in August 2020.

Other Factors Affecting Earnings

Other expense was $7 million for the six months ended June 30, 2021, compared to other income of $34 million for the six months ended June 30, 2020.

Other expense during the six months ended June 30, 2021, primarily consisted of $7 million of foreign currency transaction losses related to U.S.

dollar denominated debt held by SCL due to the depreciation of the Macao pataca against the U.S.

dollar during the six months ended June 30, 2021.

Our income tax expense was $8 million on a loss before income taxes of $552 million for the six months ended June 30, 2021, resulting in a 1.4% effective income tax rate.

This compares to a (1.0)% effective income tax rate for the six months ended June 30, 2020.

The income tax expense for the six months ended June 30, 2021, 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.

operations recorded tax benefits associated with the pre-tax book losses incurred during the six months ended June 30, 2021.

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 $114 million for the six months ended June 30, 2021, compared to $215 million for the six months ended June 30, 2020.

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 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.

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.

1 unchanged sentence

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:

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, 2021 and 2020:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended March 31, 2021

For the three months ended June 30, 2021

Mall revenues:

13 unchanged sentences

Property taxes (4)

Provision for credit losses — — — 3 —

Mall-related expenses (5)

$ 5 $ 2 $ 3 $ 5 $ 6

For the three months ended June 30, 2020

Mall revenues:

Minimum rents (1)

$ 47 $ 30 $ 9 $ 9 $ 33

Overage rents 1 — 1 — —

Rent concessions (2)

(39) (23) (8) (8) (33)

Total overage rents and rent concessions (38) (23) (7) (8) (33)

CAM, levies and direct recoveries 9 2 5 3 3

Total mall revenues

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (4)

Recovery of credit losses

(2) (1) — — —

Mall-related expenses (5)

$ 3 $ — $ 2 $ 2 $ 2

For the three months ended March 31, 2020

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the six months ended June 30, 2021

Mall revenues:

5 unchanged sentences

Total overage rents and rent concessions

(11) 7 8 (1) 1

CAM, levies and direct recoveries

Total mall revenues

95 73 29 20 86

Mall operating expenses:

3 unchanged sentences

Property taxes (4)

Provision for (recovery of) credit losses (1) — — 3 —

Mall-related expenses (5)

$ 9 $ 4 $ 5 $ 6 $ 14

For the six months ended June 30, 2020

Mall revenues:

Minimum rents (1)

$ 97 $ 60 $ 19 $ 18 $ 68

Overage rents

Rent concessions (2)

(68) (40) (14) (13) (35)

Total overage rents and rent concessions (67) (39) (12) (13) (32)

CAM, levies and direct recoveries

Total mall revenues

47 26 16 10 45

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (4)

Provision for credit losses 1 — 1 1 —

23 unchanged sentences

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.

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

The expansion of our retail offerings, which have been rebranded as the Shoppes at Londoner, is progressing.

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.

2 unchanged sentences

(“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 Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.35 billion at exchange rates in effect on June 30, 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, 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.

On June 18, 2020, we further amended the 2012 Singapore Credit Facility, which, among other things, extended to June 30, 2021, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project.

We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors.

As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the June 30, 2021 deadline.

We will be permitted to make further draws on the Singapore Delayed Draw Term Facility only after these items are delivered to lenders.

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:

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

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Payments of financing costs (8) (24)

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

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

Transaction with discontinued operations 50 (100)

Net cash generated from financing activities from continuing operations 532 447

Net cash used in discontinued operations (1) (26)

Effect of exchange rate on cash, cash equivalents and restricted cash (10) (34)

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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.

Net cash used in operating activities for the six months ended June 30, 2021, decreased $851 million compared to the six months ended June 30, 2020, primarily resulting from an increase in operating income as our properties remained opened during the six months ended June 30, 2021, with the exception of a two-day closure of the casino at Marina Bay Sands, compared to the six months ended June 30, 2020, in which our properties were closed at various times and for an extended period.

Cash Flows — Investing Activities

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

Capital expenditures for the six months ended June 30, 2021, totaled $448 million.

Included in this amount was $397 million for construction and development activities in Macao, which consisted primarily of $347 million for The Londoner Macao, $38 million for The Venetian Macao and $6 million for The Plaza Macao and Four Seasons Macao.

Additionally, this amount included $50 million at Marina Bay Sands in Singapore.

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;

Capital expenditures for the six months ended June 30, 2020, totaled $642 million.

Included in this amount was $578 million for construction and development activities in Macao, which consisted primarily of $374 million for The Londoner Macao, $129 million for The Plaza Macao and Four Seasons Macao related primarily to the Grand

Suites at Four Seasons Macao and $66 million for The Venetian Macao;

$61 million at Marina Bay Sands in Singapore;

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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.

Net cash flows generated from financing activities were $532 million for the six months ended June 30, 2021, which was primarily attributable to proceeds of $505 million received from the draw down of our SCL revolving facility.

Net cash flows generated from financing activities were $447 million for the six months ended June 30, 2020, which was primarily attributable to net proceeds of $1.46 billion on our various credit facilities, partially offset by $911 million in dividend payments.

Capital Financing Overview

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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 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 and, in July 2021, this waiver period was further extended to January 1, 2023.

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.

We held unrestricted cash and cash equivalents of approximately $2.06 billion and restricted cash and cash equivalents of approximately $16 million as of June 30, 2021, of which approximately $1.24 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.

Of the $1.24 billion, approximately $832 million 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.

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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

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 June 30, 2021) under our Singapore Delayed Draw Term Facility as of June 30, 2021 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), 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.

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.

Subsequently on January 25, 2021, we increased the amount available under the SCL revolving credit facility by HKD 3.83 billion (approximately $493 million at exchange rates in effect on June 30, 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 June 30, 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.

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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.

We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow for non-essential items.

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.

As of June 30, 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

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• 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 maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas, including the renewal or extension of the subconcession in Macao that expires on June 26, 2022;

• our ability to invest in future growth opportunities;

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• 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;

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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