What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-10-22 compared with 2021-07-23 · 222 added, 191 removed, 766 unchanged (35% of the section changed)

8 unchanged sentences

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.

As of the date of this report, other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result 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.

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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, and, where designated by the Macao government, social distancing and health code checking requirements are in place.

As of the date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao government.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,100 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.

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.

From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.

Our Macao gaming operations remained open during the nine months ended September 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 gaming 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, 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.

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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.

Total visitation increased to a total of approximately 1.1 million visits in July and August 2021 as compared to 267,000 visits during the same two-month period in 2020.

The Macao government also announced gross gaming revenue increased by 75.6% during the nine months ended September 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 certain visitors allowed from specified countries on a quarantine-free basis, 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 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 to front-line health workers on December 30, 2020, and continues to roll-out the vaccine in phases to other groups based on priority.

Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.

Singapore started administering the COVID-19 vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine to the general population.

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.

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

During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government authorities.

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.

The Singapore Tourism Board (“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 34,000 visits in July and August 2021 as compared to 16,000 visits during the same two-month period in 2020.

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

During the nine months ended September 30, 2021, our Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year.

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.

Convention, meeting and certain entertainment related operations remained closed for a portion of the nine months ended September 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.

The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in 2020, respectively.

Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020.

The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross

gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively.

Total gross gaming revenue increased to $1.42 billion in July and August 2021, as compared to $647 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 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.

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 nine months ended September 30, 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 $2.06 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 have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $1.64 billion and access to $1.50 billion, $2.0 billion and $436 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 $2.71 billion at exchange rates in effect on September 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 September 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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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.

The closing of the transaction is subject to regulatory review and other closing conditions and we anticipate the closing of the transaction in the first quarter of 2022.

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.

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one.

These concession agreements expire on June 26, 2022.

If 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”).

If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022.

In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML.

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

Under our SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd.

(“SCL”) subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same

manner as they 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 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, holders of the SCL senior notes can require 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.

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.

We intend to follow the process for a concession renewal once the process and requirements are announced by the Macao government.

We are actively monitoring developments with respect to the Macao government’s concession renewal process and continue to believe our subconcession will be extended or renewed beyond June 26, 2022.

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 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.

There were no newly identified significant accounting estimates during the nine months ended September 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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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

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.

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

In Macao and Singapore, 15.2% and 8.1%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 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 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.

Approximately 53.9% of our table games play at our Las Vegas Operating Properties, for the nine months ended September 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 June 30, 2021 Compared to the Three Months Ended June 30, 2020

Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020

Summary Financial Results

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See “COVID-19 Pandemic” for further information.

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.

Net revenues for the three months ended September 30, 2021, were $857 million, compared to $446 million for the three months ended September 30, 2020.

Operating loss was $316 million for the three months ended September 30, 2021, compared to $523 million for the three months ended September 30, 2020.

Net loss from continuing operations was $594 million for the three months ended September 30, 2021, compared to $664 million for the three months ended September 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 843 $ (4) N.M.

Casino $ 533 $ 281 89.7 %

Rooms 100 35 185.7 %

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Total net revenues $ 857 $ 446 92.2 %

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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.

Consolidated net revenues were $857 million for the three months ended September 30, 2021, an increase of $411 million compared to $446 million for the three months ended September 30, 2020.

The increase is due to a $444 million increase at our Macao operations, partially offset by a $33 million decrease at Marina Bay Sands.

The increase at our Macao operations was due to increased visitation compared to the three months ended September 30, 2020;

however, tighter border restrictions were introduced in late July and September 2021 as a result of increased positive COVID-19 cases in the region.

The $33 million decrease at Marina Bay Sands was primarily due to lower visitation and the closure of the property from July 22 to August 4, 2021.

Net casino revenues increased $252 million compared to the three months ended September 30, 2020.

The change was driven by a $307 million increase at our Macao operations due to higher visitation across our properties resulting in increased Non-Rolling Chip drop, Rolling Chip volume and slot handle.

Casino revenues at Marina Bay Sands decreased $55 million due to a decrease in Rolling Chip volume and slot handle, driven by the temporary closure of gaming operations at the property from July 22 to August 4, 2021.

The following table summarizes the results of our casino activity:

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Change

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Slot hold percentage 3.8 % 2.9 % 0.9 pts

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Change

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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 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.

Room revenues increased $65 million compared to the three months ended September 30, 2020.

The increase was primarily due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties compared to the three months ended September 30, 2020.

The following table summarizes the results of our room activity:

Three Months Ended June 30,

Three Months Ended September 30,

2021 2020 Change

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Revenue per available room (RevPAR) $ 181 $ 23 687.0 %

Total room revenues $ 2 $ 1 100.0 %

Total room revenues $ 2 $ — N.M.

Occupancy rate 63.2 % 14.5 % 48.7 pts

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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.

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.

Food and beverage revenues increased $11 million compared to the three months ended September 30, 2020.

The increase was due to increased visitation during the quarter as compared to the three months ended September 30, 2020.

Mall revenues increased $82 million compared to the three months ended September 30, 2020.

The increase was primarily due to a $62 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended September 30, 2020, as well as a $27 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 June 30,

Three Months Ended September 30,

2021 2020 Change

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

As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended September 30, 2021 and 2020.

Base rent per square foot presented above excludes the impact of these rent concessions.

(1) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

(2) The Shoppes at 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 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 June 30,

Three Months Ended September 30,

2021 2020 Percent

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Total operating expenses $ 1,173 $ 969 21.1 %

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.

Operating expenses were $1.17 billion for the three months ended September 30, 2021, an increase of $204 million compared to $969 million for the three months ended September 30, 2020, primarily driven by a $177 million increase in casino expenses, due to an increase in gaming taxes as a result of increased gaming revenues as well as increases in corporate and general and administrative expenses.

Casino expenses increased $177 million compared to the three months ended September 30, 2020.

The increase was primarily attributable to a $143 million increase in gaming taxes due to increased revenues, as previously described.

Room expenses increased $12 million compared to the three months ended September 30, 2020, driven by increases of $8 million and $4 million at our Macao properties and Marina Bay Sands, respectively.

These increases are consistent with the increase in room revenue.

Provision for credit losses decreased $21 million compared to the three months ended September 30, 2020.

The decrease was primarily driven by an increase in the aging of patron receivables recorded for the period ended September 30, 2020 in connection with the impact of the COVID-19 Pandemic.

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 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.

General and administrative expenses increased $27 million compared to the three months ended September 30, 2020, due primarily to increases of $17 million and $10 million at Marina Bay Sands and our Macao properties, respectively.

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

Corporate expenses increased $31 million compared to the three months ended September 30, 2020, primarily due to a $19 million increase in payroll and related costs, driven by no bonus expense recorded during the three months ended September 30, 2020.

The remainder of the increase is due to increases in information technology costs and legal fees.

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

Development expenses increased $10 million compared to the three months ended September 30, 2020, and include the costs associated with our evaluation and pursuit of new business opportunities, primarily in Florida and Texas, as well as digital gaming related efforts.

Development costs are expensed as incurred.

Loss on disposal or impairment of assets decreased $51 million compared to the three months ended September 30, 2020.

The losses incurred for the three months ended September 30, 2021 and September 30, 2020, were primarily due to asset disposals and demolition costs related to The Londoner Macao.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net loss):

Three Months Ended June 30,

The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net loss from continuing operations):

Three Months Ended September 30,

2021 2020 Percent

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(2) 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 $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.

Adjusted property EBITDA at our Macao operations increased $265 million compared with the three months ended September 30, 2020, primarily due to increases in casino, room, food and beverage and mall revenues driven by increased visitation at our properties.

Adjusted property EBITDA at Marina Bay Sands decreased $55 million compared to the three months ended September 30, 2020, primarily due to a decrease in casino revenue due to the aforementioned closure of property from July 22 to August 4, 2021.

Discontinued Operations

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.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $172 million compared to the three months ended September 30, 2020, primarily due to increased visitation to the property as capacity limits, restrictions on large gatherings and other restrictions were lifted, effective June 1, 2021, and the Las Vegas Operating Properties operated under pre-pandemic guidelines.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost increased $21 million compared to the three months ended September 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, the weighted average interest rate increased from 4.0% to 4.4% during the three months ended September 30, 2021, as a result of the expiration of interest rate swaps in August 2020 related to the SCL senior notes that were issued in 2018.

Other Factors Affecting Earnings

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.

Loss on early retirement of debt of $137 million for the three months ended September 30, 2021 was due to the issuance of new SCL senior notes, which funds were utilized to repay the outstanding borrowings under the SCL senior notes due in 2023.

The loss on early retirement of debt was comprised of a $131 million make-whole premium payment to retire the 2023 senior notes and $6 million of unamortized deferred financing costs (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — SCL Senior Notes”).

Other expense was $12 million for the three months ended September 30, 2021, compared to $5 million for the three months ended September 30, 2020.

The change from prior period was due primarily to a $17 million increase in foreign transaction losses driven by the impact of foreign currency exchange rate increase of 235 basis points on the U.S.

dollar denominated debt held by SCL, offset by a $7 million increase in foreign currency transaction gains driven by the impact of the foreign currency exchange rate increase of 404 basis points on Singapore dollar denominated intercompany debt reported in U.S.

Our income tax benefit was $27 million on a loss before income taxes of $621 million for the three months ended September 30, 2021, resulting in a (4.3)% effective income tax rate.

This compares to a 0.8% effective income tax rate for the three months ended September 30, 2020.

The income tax benefit for the three months ended September 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.

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.

The net loss attributable to our noncontrolling interests was $127 million for the three months ended September 30, 2021, compared to $166 million for the three months ended September 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

Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 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.

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

Our gaming operations remained open during the nine months ended September 30, 2021, with the exception of our gaming operations in Singapore, which closed for short intervals, 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.

Net revenues for the nine months ended September 30, 2021, were $3.23 billion, compared to $1.93 billion for the nine months ended September 30, 2020.

Operating loss was $551 million compared to $1.27 billion for the nine months ended September 30, 2020.

Net loss from continuing operations was $1.15 billion for the nine months ended September 30, 2021, compared to $1.60 billion for the nine months ended September 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Percent

6 unchanged sentences

Total net revenues $ 3,226 $ 1,925 67.6 %

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.

Consolidated net revenues were $3.23 billion for the nine months ended September 30, 2021, an increase of $1.30 billion compared to $1.93 billion for the nine months ended September 30, 2020, due to increases of $1.22 billion and $86 million at our Macao operations and Marina Bay Sands, respectively.

The increases were driven by increased visitation, 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 $889 million compared to the nine months ended September 30, 2020, driven by increased visitation, as well as our Macao properties and Marina Bay Sands being closed for a portion of the nine months ended September 30, 2020.

Revenues at our Macao operations and Marina Bay Sands increased $864 million and $25 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,

Nine Months Ended September 30,

2021 2020 Change

9 unchanged sentences

Slot hold percentage 3.8 % 4.3 % (0.5) pts

Six Months Ended June 30,

2021 2020 Change

(Dollars in millions)

The Londoner Macao

22 unchanged sentences

Slot hold percentage 5.9 % 4.7 % 1.2 pts

Nine Months Ended September 30,

2021 2020 Change

(Dollars in millions)

Total net casino revenues $ 84 $ 80 5.0 %

5 unchanged sentences

Slot hold percentage 3.4 % 3.1 % 0.3 pts

Six Months Ended June 30,

2021 2020 Change

(Dollars in millions)

Singapore Operations:

16 unchanged sentences

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.

Room revenues increased $130 million compared to the nine months ended September 30, 2020.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Change

39 unchanged sentences

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.

Food and beverage revenues increased $47 million compared to the nine months ended September 30, 2020.

The increase was mainly due to increases of $34 million and $13 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.

The increase was due to increased visitation during the nine months ended September 30, 2021.

Mall revenues increased $241 million compared to the nine months ended September 30, 2020.

The increase was primarily due to a $195 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the nine months ended September 30, 2020, as well as a $55 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)

Nine Months Ended September 30, (1)

2021 2020 Change

39 unchanged sentences

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.

As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the nine months ended September 30, 2021 and 2020.

Base rent per square foot presented above excludes the impact of these rent concessions.

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2021 and 2020, they are identical to the summary presented herein for the three months ended September 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.

Convention, retail and other revenues decreased $6 million compared to the nine months ended September 30, 2020, due primarily to Marina Bay Sands, driven by lower Skypark and convention revenue due to the COVID-19 Pandemic described above.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Percent

14 unchanged sentences

Total operating expenses $ 3,777 $ 3,199 18.1 %

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.

Operating expenses were $3.78 billion for the nine months ended September 30, 2021, an increase of $578 million compared to $3.20 billion for the nine months ended September 30, 2020.

The increase was primarily driven by a $494 million increase in casino expenses, as well as increases in general and administrative expenses and development expenses.

Casino expenses increased $494 million compared to the nine months ended September 30, 2020.

The increase was primarily attributable to an increase of $436 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.

Room expenses increased $23 million compared to the nine months ended September 30, 2020.

The increase was driven by increases of $15 million and $8 million at our Macao properties and Marina Bay Sands, respectively.

Food and beverage expenses increased $9 million compared to the nine months ended September 30, 2020, due to increases of $5 million and $4 million at our Macao properties and Marina Bay Sands, 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.

Convention, retail and other expenses decreased $17 million compared to the nine months ended September 30, 2020, driven by a $11 million decrease related to the closure of the ferry terminals in February 2020.

The provision for credit losses was $9 million for the nine months ended September 30, 2021, compared to $52 million for the nine months ended September 30, 2020.

The decrease was primarily due to an increased level of

provision recorded during the nine months ended September 30, 2020, due to the aging of patron receivables in connection with the impact of the COVID-19 Pandemic.

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.

General and administrative expenses increased $52 million compared to the nine months ended September 30, 2020, due to increases of $34 million and $18 million at Marina Bay Sands and our Macao properties, respectively.

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

Corporate expenses increased $24 million compared to the to the nine months ended September 30, 2020, primarily due to a $23 million increase in payroll and related costs, driven by no bonus expense recorded during the nine months ended September 30, 2020.

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.

Development expenses increased $41 million compared to the nine months ended September 30, 2020, and include the costs associated with our evaluation and pursuit of new business opportunities, primarily in Florida and Texas, as well as our digital gaming related efforts.

Development costs are expensed as incurred.

Loss on disposal or impairment of assets decreased $44 million compared to the nine months ended September 30, 2020, The losses incurred for the nine months ended September 30, 2021 and September 30, 2020, were primarily due to asset disposals and demolition costs related to The Londoner Macao.

Segment Adjusted Property EBITDA

Six Months Ended June 30,

Nine Months Ended September 30,

2021 2020 Percent

14 unchanged sentences

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.

Adjusted property EBITDA at our Macao operations increased $742 million compared to the nine months ended September 30, 2020, primarily due to increased casino, mall and room operations driven by increased visitation.

Adjusted property EBITDA at Marina Bay Sands increased $32 million compared to the nine months ended September 30, 2020.

The increase was primarily due to increased casino and mall operations driven by increased visitation.

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.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $210 million compared to the nine months ended September 30, 2020.

The increase was primarily due to increased casino and room operations driven by increased visitation to the property as capacity limits, restrictions on large gatherings and other restrictions were lifted, effective June 1, 2021, and the Las Vegas Operating Properties operated under pre-pandemic guidelines.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions)

5 unchanged sentences

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.

Interest cost increased $91 million compared to the nine months ended September 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, the weighted average interest rate increased from 3.9% to 4.4% during the nine months ended September 30, 2021 as a result of the expiration of interest rate swaps in August 2020 related to the SCL senior notes that were issued in 2018.

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.

Loss on early retirement of debt of $137 million for the nine months ended September 30, 2021, was due to the issuance of new SCL senior notes, which funds were utilized to repay the outstanding borrowings under the senior notes due in 2023.

The loss on early retirement of debt was comprised of a $131 million make-whole premium payment to retire the 2023 senior notes and $6 million of unamortized deferred financing costs written-off (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — SCL Senior Notes”).

Other expense was $19 million for the nine months ended September 30, 2021, compared to other income of $29 million for the nine months ended September 30, 2020.

The change from prior period was due primarily to a $50 million increase in foreign transaction losses driven by the impact of a foreign currency exchange rate increase of 732 basis points on the U.S.

dollar denominated debt held by SCL.

Our income tax benefit was $19 million on a loss before income taxes of $1.17 billion for the nine months ended September 30, 2021, resulting in a (1.6)% effective income tax rate.

This compares to a (0.2)% effective income tax rate for the nine months ended September 30, 2020.

The income tax benefit for the nine months ended September 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, primarily related to U.S.

corporate and interest expense incurred during the nine months ended September 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.

The net loss attributable to our noncontrolling interests was $241 million for the nine months ended September 30, 2021, compared to $381 million for the nine months ended September 30, 2020.

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

5 unchanged sentences

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

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

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended June 30, 2021

For the three months ended September 30, 2021

Mall revenues:

13 unchanged sentences

Property taxes (4)

Provision for credit losses — — — 3 —

Mall-related expenses (5)

$ 4 $ 2 $ 2 $ 2 $ 7

For the three months ended June 30, 2020

For the three months ended September 30, 2020

Mall revenues:

21 unchanged sentences

(In millions)

For the six months ended June 30, 2021

For the nine months ended September 30, 2021

Mall revenues:

2 unchanged sentences

Overage rents

10 28 13 3 14

Rent concessions (2)

13 unchanged sentences

$ 13 $ 6 $ 7 $ 8 $ 21

For the six months ended June 30, 2020

For the nine months ended September 30, 2020

Mall revenues:

36 unchanged sentences

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 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.

The Londoner Macao Hotel opened in January 2021 with 594 London-themed suites, including 14 exclusive Suites by David Beckham.

The Integrated Resort also features Londoner Court, which opened on September 16, 2021 and includes approximately 370 luxury suites.

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

We anticipate the total costs associated with The Londoner Macao development project described above and the completed The Grand Suites at Four Seasons to be approximately $2.2 billion, of which $1.9 billion has been spent as of September 30, 2021.

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

We expect to fund our developments through a combination of cash on hand, borrowings from the 2018 SCL Credit Facility and surplus from operating cash flows.

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

(“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Development Agreement”) pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.

The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.35 billion at exchange rates in effect on June 30, 2021).

The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.31 billion at exchange rates in effect on September 30, 2021).

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

3 unchanged sentences

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.

On September 7, 2021, we amended the 2012 Singapore Credit Facility, which further extended this deadline to March 31, 2022.

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.

If we do not meet the March 31, 2022 deadline, we will not

be permitted to make further draws on the Singapore Delayed Draw Term Facility until 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:

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

3 unchanged sentences

Proceeds from disposal of property and equipment 7 1

Acquisition of intangible assets (5) —

Net cash used in investing activities from continuing operations (638) (997)

5 unchanged sentences

Payments of financing costs (36) (30)

Make-whole premium on early extinguishment of debt

Transaction with discontinued operations 111 (133)

Net cash generated from financing activities from continuing operations 562 442

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

Net cash generated from (used in) discontinued operations 2 (24)

Effect of exchange rate on cash, cash equivalents and restricted cash (17) (26)

7 unchanged sentences

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 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.

Net cash used in operating activities for the nine months ended September 30, 2021, was $345 million compared to $1.24 billion for the nine months ended September 30, 2020, primarily resulting from a decrease in net loss as our properties remained opened during the nine months ended September 30, 2021, with the exception of the closure of the casino at Marina Bay Sands on two different occasions (approximately 15 days total), compared to the nine months ended September 30, 2020, in which our properties were closed at various times and for an extended period.

Additionally, our net working capital requirements decreased during the nine months ended September 30, 2020.

Cash Flows — Investing Activities

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 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;

and $3 million for corporate and other.

Capital expenditures for the nine months ended September 30, 2021, totaled $640 million.

Included in this amount was $513 million for construction and development activities in Macao, which consisted of $440 million for The Londoner Macao, $50 million for The Venetian Macao and $15 million for The Plaza Macao and Four Seasons Macao.

Additionally, this amount included $102 million at Marina Bay Sands in Singapore and $25 million for corporate and other.

Capital expenditures for the nine months ended September 30, 2020, totaled $998 million.

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

We also incurred capital expenditures of $137 million at Marina Bay Sands in Singapore and $4 million for corporate and other.

Cash Flows — Financing Activities

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.

Net cash flows generated from financing activities were $562 million for the nine months ended September 30, 2021, which was primarily attributable to net proceeds of $505 million, received from the drawdown of our SCL revolving facility, and transactions with discontinued operations.

These items were partially offset by $36 million in deferred financing costs related to the issuance of the new unsecured notes at SCL and the various credit agreements.

Net cash flows generated from financing activities were $442 million for the nine months ended September 30, 2020, which was primarily attributable to the issuance of $1.50 billion of unsecured notes at SCL, partially offset by $911 million in dividend payments.

Capital Financing Overview

We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.

In September 2021, SCL issued, in a private offering, three series of unsecured notes in an aggregate principal amount of $1.95 billion.

The net proceeds from the offering along with cash on hand was used to redeem in full the outstanding principal amount of its $1.80 billion 4.600% senior notes due 2023, any accrued interest and the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.

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 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.

In September 2021, LVSC extended the 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, through and including December 31, 2022.

In July 2021, SCL extended the 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, through January 1, 2023.

In September 2021, MBS extended the amendment letter, pursuant to which MBS will not have to comply with the leverage or interest coverage covenants as of the last day of the fiscal quarter, through and including December 31, 2022.

Our compliance with our financial covenants for periods beyond December 31, 2022, 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.

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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, 2022 for LVSC and MBS and January 1, 2023 for SCL.

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 $2.06 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.

In addition, pursuant to the Second Amendment and subject to the satisfaction of certain conditions specified therein, the requisite lenders under the existing LVSC Revolving Credit Agreement consented to, and waived any applicable restrictions prohibiting, the consummation of the announced sale of the Las Vegas Operations.

We held unrestricted cash and cash equivalents of approximately $1.64 billion and restricted cash and cash equivalents of approximately $16 million as of September 30, 2021, of which approximately $868 million of the unrestricted amount is held by non-U.S.

subsidiaries.

Of the $1.24 billion, approximately $832 million is available to be repatriated to the U.S.

Of the $868 million, approximately $557 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 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.

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 $2.71 billion at exchange rates in effect on September 30, 2021) under our Singapore Delayed Draw Term Facility as of September 30, 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.

If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to lenders.

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 $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.

Subsequently on January 25, 2021, we increased the amount available under the SCL revolving credit facility by HKD 3.83 billion (approximately $491 million at exchange rates in effect on September 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 $455 million at exchange rates in effect on September 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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Aggregate Indebtedness and Other Contractual Obligations

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.

As of September 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 issuance of the 2027, 2029 and 2031 SCL Senior Notes, the repayment of the 2023 SCL Senior Note and the draw on the 2018 SCL Revolving Credit Facility of $505 million.

These transactions are summarized below:

Payments Due During Period Ending December 31,

2022 - 2023 2024 - 2025 Thereafter Total

(In millions)

Long-Term Debt Obligations (2)

2027, 2029 and 2031 SCL Senior Notes $ — $ — $ — $ 1,950 $ 1,950

2018 SCL Revolving Facility — 503 — — 503

Fixed Interest Payments (3)

— 105 108 206 419

Variable Interest Payments (4)

Total $ 3 $ 627 $ 108 $ 2,156 $ 2,894

_______________________

(1) Represents the three-month period ending December 31, 2021.

(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt” for further details on these financing transactions.

(3) Represents the fixed interest payments related to the 2027, 2029 and 2031 SCL Senior Notes.

(4) Represents the variable interest payment related to the 2018 SCL Credit Facility.

Based on the 1-month rate as of September 30, 2021, London Inter-Bank Offered Rate ("LIBOR") of 0.08% and Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 0.06%, plus the applicable interest rate spread in accordance with the respective debt agreement.

Special Note Regarding Forward-Looking Statements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis