What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-04-29 compared with 2021-10-22 · 204 added, 550 removed, 438 unchanged (63% of the section changed)

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See “Special Note Regarding Forward-Looking Statements.”

COVID-19 Pandemic

We view each of our Integrated Resort properties as an operating segment.

Our operating segments in Macao consist of The Venetian Macao;

The Londoner Macao;

The Parisian Macao;

The Plaza Macao and Four Seasons Macao;

and the Sands Macao.

Our operating segment in Singapore is Marina Bay Sands.

On February 23, 2022, we closed the sale of our Las Vegas real property and operations including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”).

At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $80 million, and recognized a gain on disposal of $3.61 billion, before income tax expense of $750 million, during the three months ended March 31, 2022.

COVID-19 Pandemic Update

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”).

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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 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.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel.

During February 2022, vaccination requirements for arrivals from certain destinations were tightened.

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 issued within a specified time period 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.

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

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

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

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

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.

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.

In January 2022, the Macao government commenced the roll out of a non-mandatory contact tracing QR code function at a range of businesses including government buildings, restaurants, hotels and other public venues.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes at various times.

Our Macao gaming operations remained open during the three months ended March 31, 2022.

Guest visitation to the properties, however, has been adversely affected during the three months ended March 31, 2022 due to outbreaks in Hong Kong in late January and early February 2022 and in Guangdong province in March 2022,

resulting in tighter travel restrictions.

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

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

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.

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

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.

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.

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.

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.

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 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.

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 are operating 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 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 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 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 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.

The Macao government announced total visitation from mainland China to Macao increased approximately 9.9% and decreased 76.9% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue decreased approximately 24.8% and 76.7% during the three months ended March 31, 2022, as compared to the same period in 2021 and 2019, respectively.

In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for a number of key source markets in November and December of 2021 for vaccinated visitors with a negative COVID-19 test.

Due to the emergence of the Omicron variant, however, new ticket sales for the VTLs were suspended on December 23, 2021 through January 20, 2022.

The VTL program was terminated on March 31, 2022, and the Vaccination Travel Framework (“VTF”) was launched on April 1, 2022, to facilitate the resumption of travel for all travelers, including short-term visitors.

Under the VTF, all fully vaccinated travelers and non-fully vaccinated children aged 12 and below are permitted to enter Singapore, without entry approvals or taking VTL transport.

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.

Under the VTF program, all countries or regions will be classified under a “general travel” or “restricted” category, and individual travelers will be assigned border measures based on their vaccination status.

This allows all fully vaccinated travelers from any country or region to enter Singapore quarantine-free, as long as they have not visited any countries or regions listed as a restricted category in the past seven days.

There are currently no countries or regions on the restricted category list;

however, this government policy may be adjusted in line with any developments to the local and global COVID-19 situation.

Visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic.

The Singapore Tourism Board (“STB”) announced for the three months ended March 31, 2022, total visitation to Singapore increased from approximately 69,000 to 246,000, or 258.2%, as compared to the same period in 2021, while visitation decreased 94.8%, when compared to the same period in 2019.

Additionally, there is uncertainty whether the impact of the COVID-19 Pandemic on operations will continue in future periods.

If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to inbound travel from other countries are not modified or eliminated, there is a resumption of the suspension of the China Individual Visit Scheme, 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 required safety measures in place as described above during the three months ended March 31, 2022, 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 $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 have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $6.43 billion and access to $1.50 billion , $1.54 billion and $438 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of March 31, 2022.

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

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

We view each of our Integrated Resort properties as an operating segment.

Our operating segments in Macao consist of The Venetian Macao;

The Londoner Macao;

The Parisian Macao;

The Plaza Macao and Four Seasons Macao;

and the Sands Macao.

Our operating segment in Singapore is Marina Bay Sands.

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

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

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.

Macao Subconcession

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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”).

On January 18, 2022, the Macao Legislative Assembly published a draft bill entitled Amendment to Law No.

16/2001 to amend Macao’s gaming law (the “Gaming Law”).

Certain changes to the Gaming Law set out in the draft bill include a reduction in the term of future gaming concessions to ten (10) years;

authorization of up to six (6) gaming concession contracts;

an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $620 million at exchange rates in effect on March 31, 2022);

an increase in the percentage of the share capital of the concessionaire that must be held by the local managing director to 15%;

a requirement that casinos be located in real estate owned by the concessionaire;

and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.

On March 3, 2022, the Macao government announced its intention to extend the term of Macao’s six concession and subconcession contracts from June 26, 2022 until December 31, 2022 in order to ensure sufficient time to complete the amendment to the Gaming Law and conduct a public tender for the awarding of new gaming concessions.

The Macao government invited VML to submit a formal request for an extension along with a commitment to pay the Macao government up to 47 million patacas (approximately $6 million at exchange rates in effect on March 31, 2022) and provide a bank guarantee to secure the fulfillment of VML’s payment obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

VML submitted its request for an extension on March 14, 2022.

The extension of VML’s subconcession is subject to approval by the Macao government as well as entering into a subconcession amendment contract with Galaxy Casino Company Limited.

We are actively monitoring developments with respect to the Macao government’s Gaming Law amendment and concession renewal process and we continue to believe we will be successful in extending the term of our subconcession and/or obtaining a new gaming concession when our current subconcession expires;

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

Under our Sands China Ltd.

(“SCL”) senior notes indentures (as defined below), upon the occurrence of any event resulting from any change in the Gaming Law (as defined in the indentures) or any action by the gaming authority after which none of SCL or any of its 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 were owning or managing casino or gaming areas or operating casino games as at the issue date of the 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, each holder of the SCL senior notes would have the right to require us to repurchase all or any part of such holder’s 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.

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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.

Marina Bay Sands Gaming License

In April 2022, we paid 72 million Singapore dollars ("SGD," approximately $53 million at exchange rates in effect at the time of the transaction) to the Singapore Casino Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.

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 2021 Annual Report on Form 10-K filed on February 4, 2022.

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.

There were no newly identified significant accounting estimates during the three months ended March 31, 2022, nor were there any material changes to the critical accounting policies and estimates discussed in our 2021 Annual Report.

Recent Accounting Pronouncements

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Key Operating Revenue Measurements

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

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, prior to its sale on February 23, 2022, were dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.

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

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Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 26.8%, 21.7%, 22.7%, 23.8%, 18.2% and 14.8% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our slot machines have produced a trailing 12-month hold percentage of 3.9%, 3.9%, 3.3%, 5.7%, 3.3% and 4.3% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our slot machines have produced a trailing 12-month hold percentage of 3.7%, 3.7%, 3.2%, 5.9%, 3.0% and 4.2% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands

Macao and Marina Bay Sands, respectively.

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

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

In Macao and Singapore, 15.2% and 8.1%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2021.

In Macao and Singapore, 11.0% and 7.3%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2022.

Casino revenue measurements for the U.S.:

The volume measurements in the U.S.

are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box.

were slot handle, as previously described, and table games drop, which was the total amount of cash and net markers issued (credit instruments) deposited in the table drop box.

We view table games win as a percentage of drop and slot hold as a percentage of slot handle.

Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat.

Our win and hold percentages were calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

Based upon our mix of table games, our table games were expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat.

Our slot machines have produced a trailing 12-month hold percentage of 8.5%.

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

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

Approximately 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.

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

Hotel revenue measurements:

Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day.

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao and Singapore governments for quarantine measures).

The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis.

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

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021

Summary Financial Results

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.

Our financial results were adversely impacted as a result of decreased visitation at our properties due to the COVID-19 Pandemic, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in the surrounding regions.

See “COVID-19 Pandemic” for further information.

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.

Net revenues for the three months ended March 31, 2022, were $943 million, compared to $1.20 billion for the three months ended March 31, 2021.

Operating loss was $302 million for the three months ended March 31, 2022, compared to $96 million for the three months ended March 31, 2021.

Net loss from continuing operations was $478 million for the three months ended March 31, 2022, compared to $280 million for the three months ended March 31, 2021.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Percent

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Total net revenues $ 943 $ 1,196 (21.2) %

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.

Consolidated net revenues were $943 million for the three months ended March 31, 2022, a decrease of $253 million compared to $1.20 billion for the three months ended March 31, 2021.

The decrease is due to a $227 million decrease at our Macao operations, and a $26 million decrease at Marina Bay Sands.

The decrease at our Macao operations was due to decreased visitation compared to the three months ended March 31, 2021, as tighter border restrictions were introduced in late January and increased over the course of the first quarter as a result of increased positive COVID-19 cases in the region.

The $26 million decrease at Marina Bay Sands was primarily due to lower local visitation.

Net casino revenues decreased $238 million compared to the three months ended March 31, 2021.

The change was driven by a $203 million decrease at our Macao operations due to lower visitation across our properties resulting in decreased table games and slot volumes.

Casino revenues at Marina Bay Sands decreased $35 million due to a decrease in Rolling Chip win percentage and slot handle, driven by a decrease in local patron play.

The following table summarizes the results of our casino activity:

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Change

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Slot hold percentage 3.1 % 3.9 % (0.8) pts

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Change

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__________________________

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

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

We completed the sale on February 23, 2022.

Financial results are for the period through February 22, 2022.

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 $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.

Room revenues decreased $1 million compared to the three months ended March 31, 2021.

The decrease was primarily due to decreased occupancy rates and decreased RevPAR driven by lower visitation at our Macao operations compared to the three months ended March 31, 2021.

The following table summarizes the results of our room activity:

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Change

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Revenue per available room (RevPAR) $ 157 $ 189 (16.9) %

Total room revenues $ 2 $ — N.M.

Total room revenues $ 2 $ 3 (33.3) %

Occupancy rate 57.1 % 71.5 % (14.4) pts

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__________________________

Not Meaningful

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

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.

(1) During the three months ended March 31, 2022, approximately 500 rooms were under construction for renovation purposes.

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

We completed the sale on February 23, 2022.

Financial results are for the period through February 22, 2022.

Food and beverage revenues decreased $3 million compared to the three months ended March 31, 2021.

The decrease was due to decreased business volume at food and beverage outlets as compared to the three months ended March 31, 2021.

Mall revenues decreased $7 million compared to the three months ended March 31, 2021.

The decrease was primarily due to decreases of $7 million and $3 million in minimum rents and turnover rent, respectively, partially offset by a $2 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended March 31, 2021.

For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Change

39 unchanged sentences

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.

As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended March 31, 2022 and 2021.

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.

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

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Percent

14 unchanged sentences

Total operating expenses $ 1,245 $ 1,292 (3.6) %

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 $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.

Operating expenses were $1.25 billion for the three months ended March 31, 2022, a decrease of $47 million compared to $1.29 billion for the three months ended March 31, 2021, primarily driven by a $110 million decrease in casino expenses, due to a decrease in gaming taxes as a result of decreased gaming revenues, partially offset by a $51 million increase in development and $10 million increase in corporate expenses.

Casino expenses decreased $110 million compared to the three months ended March 31, 2021.

The decrease was primarily attributable to a $97 million decrease in gaming taxes due to decreased revenues, as previously described.

Food and beverage expenses decreased $6 million compared to the three months ended March 31, 2021.

The decrease was due to decreases of $4 million and $2 million at Marina Bay Sands and at our Macao properties, respectively.

General and administrative expenses decreased $7 million compared to the three months ended March 31, 2021, due primarily to decreases of $5 million and $2 million at our Macao properties and Marina Bay Sands, respectively.

The decreases were primarily driven by decreased marketing and property operations costs.

Corporate expenses increased $10 million compared to the three months ended March 31, 2021, primarily due to increases of $6 million in payroll and related costs, $3 million in information technology costs related to new systems implementation and $1 million in travel and related 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 $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 expenses increased $51 million compared to the three months ended March 31, 2021, 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.

Loss on disposal or impairment of assets increased $3 million compared to the three months ended March 31, 2021.

The losses incurred for the three months ended March 31, 2022 were primarily due to asset disposals related to aircraft parts of $4 million and asset disposal and demolition costs, primarily at The Londoner Macao, Venetian

Macao and Sands Macao.

The losses incurred for the three months ended March 31, 2021, were primarily due to asset disposal and demolition costs at 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 11 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net loss from continuing operations):

Three Months Ended September 30,

Three Months Ended March 31,

2022 2021 Percent

23 unchanged sentences

As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

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

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.

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

We completed the sale on February 23, 2022.

Financial results are for the period through February 22, 2022.

Adjusted property EBITDA at our Macao operations decreased $111 million compared with the three months ended March 31, 2021, primarily due to decreases in casino, room, food and beverage and mall revenues driven by decreased visitation at our properties.

Adjusted property EBITDA at Marina Bay Sands decreased $23 million compared to the three months ended March 31, 2021, primarily due to a decrease in casino revenue due to lower local patron play.

Discontinued Operations

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.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $110 million compared to the three months ended March 31, 2021, primarily due to increased room and food and beverage revenue driven by increased visitation to the property as the Las Vegas Operating Properties operated under pre-pandemic guidelines as compared to the three months ended March 31, 2021, when property operations were subject to capacity limits.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost decreased $1 million compared to the three months ended March 31, 2021, primarily resulting from a decrease in our weighted average interest rate from 4.4% to 4.2% during the three months ended March 31, 2022.

The decrease in interest cost was primarily due to the issuance of the 2.30%, 2.85% and 3.25% SCL Senior Notes in September 2021, which carry a lower interest rate than the 4.60% SCL Senior Notes extinguished in September 2021.

This was partially offset by an increase in our weighted average total debt balance primarily due to draws on the SCL Revolving Facility during the year ended December 31, 2021.

Other Factors Affecting Earnings

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.

Other expense was $22 million for the three months ended March 31, 2022, compared to $17 million for the three months ended March 31, 2021.

The change is primarily attributable to $5 million of foreign currency transaction losses driven by the U.S.

dollar-denominated debt held by SCL.

Our income tax expense was $2 million on a loss before income taxes of $476 million for the three months ended March 31, 2022, resulting in a 0.4% effective income tax rate.

This compares to a 5.3% effective income tax rate for the three months ended March 31, 2021.

The income tax benefit for the three months ended March 31, 2022, 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 26, 2022.

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.

The net loss attributable to our noncontrolling interests was $101 million for the three months ended March 31, 2022, compared to $64 million for the three months ended March 31, 2021.

These amounts are related to the noncontrolling interest of SCL.

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

Summary Financial Results

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 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:

Nine Months Ended September 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 2,241 $ 1,352 65.8 %

Rooms 311 181 71.8 %

Food and beverage 148 101 46.5 %

Mall 469 228 105.7 %

Convention, retail and other 57 63 (9.5) %

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

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:

Nine Months Ended September 30,

2021 2020 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 749 $ 288 160.1 %

Non-Rolling Chip drop $ 2,539 $ 951 167.0 %

Non-Rolling Chip win percentage 27.6 % 26.4 % 1.2 pts

Rolling Chip volume $ 3,522 $ 2,566 37.3 %

Rolling Chip win percentage 4.15 % 3.03 % 1.12 pts

Slot handle $ 1,376 $ 597 130.5 %

Slot hold percentage 3.8 % 4.3 % (0.5) pts

The Londoner Macao

Total net casino revenues $ 304 $ 129 135.7 %

Non-Rolling Chip drop $ 1,347 $ 590 128.3 %

Non-Rolling Chip win percentage 21.1 % 21.7 % (0.6) pts

Rolling Chip volume $ 2,915 $ 167 1,645.5 %

Rolling Chip win percentage 3.39 % 5.85 % (2.46) pts

Slot handle $ 709 $ 413 71.7 %

Slot hold percentage 3.8 % 4.2 % (0.4) pts

The Parisian Macao

Total net casino revenues $ 203 $ 111 82.9 %

Non-Rolling Chip drop $ 903 $ 440 105.2 %

Non-Rolling Chip win percentage 22.0 % 23.3 % (1.3) pts

Rolling Chip volume $ 321 $ 2,607 (87.7) %

Rolling Chip win percentage 8.53 % 1.65 % 6.88 pts

Slot handle $ 620 $ 495 25.3 %

Slot hold percentage 3.1 % 3.7 % (0.6) pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 233 $ 101 130.7 %

Non-Rolling Chip drop $ 874 $ 270 223.7 %

Non-Rolling Chip win percentage 21.8 % 25.9 % (4.1) pts

Rolling Chip volume $ 2,273 $ 2,586 (12.1) %

Rolling Chip win percentage 5.10 % 2.75 % 2.35 pts

Slot handle $ 29 $ 37 (21.6) %

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 %

Non-Rolling Chip drop $ 341 $ 324 5.2 %

Non-Rolling Chip win percentage 16.4 % 18.9 % (2.5) pts

Rolling Chip volume $ 953 $ 855 11.5 %

Rolling Chip win percentage 4.49 % 3.19 % 1.30 pts

Slot handle $ 466 $ 420 11.0 %

Slot hold percentage 3.4 % 3.1 % 0.3 pts

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 668 $ 643 3.9 %

Non-Rolling Chip drop $ 1,865 $ 1,524 22.4 %

Non-Rolling Chip win percentage 16.3 % 19.3 % (3.0) pts

Rolling Chip volume $ 2,583 $ 8,239 (68.6) %

Rolling Chip win percentage 5.52 % 3.63 % 1.89 pts

Slot handle $ 9,209 $ 5,600 64.4 %

Slot hold percentage 4.2 % 4.4 % (0.2) pts

Las Vegas Operating Properties (1)

Total net casino revenues $ 304 $ 175 73.7 %

Table games drop $ 1,137 $ 969 17.3 %

Table games win percentage 16.0 % 13.9 % 2.1 pts

Slot handle $ 2,683 $ 1,382 94.1 %

Slot hold percentage 8.5 % 7.9 % 0.6 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 $130 million compared to the nine months ended September 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 nine months ended September 30, 2020.

The following table summarizes the results of our room activity:

Nine Months Ended September 30,

2021 2020 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 61 $ 25 144.0 %

Occupancy rate 51.5 % 17.7 % 33.8 pts

Average daily room rate (ADR) $ 155 $ 232 (33.2) %

Revenue per available room (RevPAR) $ 80 $ 41 95.1 %

The Londoner Macao

Total room revenues $ 69 $ 29 137.9 %

Occupancy rate 39.9 % 16.7 % 23.2 pts

Average daily room rate (ADR) $ 158 $ 171 (7.6) %

Revenue per available room (RevPAR) $ 63 $ 29 117.2 %

The Parisian Macao

Total room revenues $ 41 $ 18 127.8 %

Occupancy rate 52.6 % 18.5 % 34.1 pts

Average daily room rate (ADR) $ 118 $ 158 (25.3) %

Revenue per available room (RevPAR) $ 62 $ 29 113.8 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 34 $ 6 466.7 %

Occupancy rate 44.5 % 19.9 % 24.6 pts

Average daily room rate (ADR) $ 439 $ 321 36.8 %

Revenue per available room (RevPAR) $ 195 $ 64 204.7 %

Total room revenues $ 7 $ 3 133.3 %

Occupancy rate 68.6 % 28.2 % 40.4 pts

Average daily room rate (ADR) $ 138 $ 173 (20.2) %

Revenue per available room (RevPAR) $ 95 $ 49 93.9 %

Singapore Operations:

Marina Bay Sands

Total room revenues $ 99 $ 100 (1.0) %

Occupancy rate 67.4 % 69.1 % (1.7) pts

Average daily room rate (ADR) $ 228 $ 361 (36.8) %

Revenue per available room (RevPAR) $ 154 $ 250 (38.4) %

Las Vegas Operating Properties (1)

Total room revenues $ 294 $ 177 66.1 %

Occupancy rate 76.2 % 61.2 % 15.0 pts

Average daily room rate (ADR) $ 209 $ 230 (9.1) %

Revenue per available room (RevPAR) $ 160 $ 141 13.5 %

__________________________

(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 $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 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.

Nine Months Ended September 30, (1)

2021 2020 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 144 $ 74 94.6 %

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

Occupancy 78.7 % 84.9 % (6.2) pts

Base rent per square foot $ 296 $ 302 (2.0) %

Tenant sales per square foot (2)

$ 1,368 $ 935 46.3 %

Shoppes at Londoner (3)

Total mall revenues $ 42 $ 25 68.0 %

Mall gross leasable area (in square feet) 520,302 525,497 (1.0) %

Occupancy 60.4 % 85.6 % (25.2) pts

Base rent per square foot $ 138 $ 100 38.0 %

Tenant sales per square foot (2)

$ 1,240 $ 476 160.5 %

Shoppes at Parisian

Total mall revenues $ 30 $ 16 87.5 %

Mall gross leasable area (in square feet) 296,322 295,963 0.1 %

Occupancy 76.7 % 82.5 % (5.8) pts

Base rent per square foot $ 146 $ 152 (3.9) %

Tenant sales per square foot (2)

$ 683 $ 407 67.8 %

Shoppes at Four Seasons

Total mall revenues $ 125 $ 39 220.5 %

Mall gross leasable area (in square feet) 244,193 242,425 0.7 %

Occupancy 94.3 % 94.3 % — pts

Base rent per square foot $ 550 $ 544 1.1 %

Tenant sales per square foot (2)

$ 6,298 $ 2,830 122.5 %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 127 $ 73 74.0 %

Mall gross leasable area (in square feet) 622,073 620,213 0.3 %

Occupancy 97.5 % 95.0 % 2.5 pts

Base rent per square foot $ 265 $ 257 3.1 %

Tenant sales per square foot (2)

$ 1,480 $ 1,225 20.8 %

__________________________

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 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 $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:

Nine Months Ended September 30,

2021 2020 Percent

(Dollars in millions)

Casino $ 1,603 $ 1,109 44.5 %

Rooms 124 101 22.8 %

Food and beverage 186 177 5.1 %

Mall 48 41 17.1 %

Convention, retail and other 62 79 (21.5) %

Provision for credit losses 9 52 (82.7) %

General and administrative 667 615 8.5 %

Corporate 169 145 16.6 %

Pre-opening 15 14 7.1 %

Development 59 18 227.8 %

Depreciation and amortization 775 745 4.0 %

Amortization of leasehold interests in land 42 41 2.4 %

Loss on disposal or impairment of assets 18 62 (71.0) %

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

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 $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 $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.

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.

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 $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 $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

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):

Nine Months Ended September 30,

2021 2020 Percent

(Dollars in millions)

The Venetian Macao $ 230 $ (126) (282.5) %

The Londoner Macao (61) (150) (59.3) %

The Parisian Macao (3) (124) (97.6) %

The Plaza Macao and Four Seasons Macao 156 (5) (3,220.0) %

Sands Macao (52) (58) (10.3) %

Ferry Operations and Other (6) (15) (60.0) %

264 (478) (155.2) %

Marina Bay Sands 271 239 13.4 %

Consolidated adjusted property EBITDA $ 535 $ (239) (323.8) %

Las Vegas Operating Properties (1)

$ 136 $ (74) (283.8) %

____________________

(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 $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 $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:

Nine Months Ended September 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 14,509 $ 13,190

Weighted average interest rate

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

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 $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.

Additional Information Regarding our Retail Mall Operations

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

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 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 months ended March 31, 2022 and 2021:

Venetian Shoppes at

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(In millions)

For the three months ended September 30, 2021

For the three months ended March 31, 2022

Mall revenues:

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$ 5 $ 3 $ 2 $ 2 $ 6

For the three months ended September 30, 2020

Mall revenues:

Minimum rents (1)

$ 49 $ 31 $ 9 $ 9 $ 34

Overage rents 3 — — — 2

Rent concessions (2)

(32) (20) (5) (6) (13)

Total overage rents and rent concessions (29) (20) (5) (6) (11)

CAM, levies and direct recoveries 7 2 5 3 5

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

(1) — — (1) —

Mall-related expenses (5)

$ 2 $ 1 $ 2 $ — $ 5

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the nine months ended September 30, 2021

Mall revenues:

Minimum rents (1)

$ 137 $ 91 $ 22 $ 23 $ 108

Overage rents

10 28 13 3 14

Rent concessions (2)

(25) (1) (3) (4) (20)

Total overage rents and rent concessions

(15) 27 10 (1) —

CAM, levies and direct recoveries

Total mall revenues

144 125 42 30 127

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (4)

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

Mall-related expenses (5)

$ 13 $ 6 $ 7 $ 8 $ 21

For the nine months ended September 30, 2020

For the three months ended March 31, 2021

Mall revenues:

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Property taxes (4)

Provision for credit losses — — 1 — —

Recovery of credit losses

Mall-related expenses (5)

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

Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met.

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

If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from opening of the property.

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

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

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We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.

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

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

Upon completion, The Londoner Macao will feature new attractions and features internally and externally from London, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben").

The Londoner Macao Hotel opened in January 2021 with 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.

The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally.

The Londoner Macao presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"), and interactive guest experiences.

The Integrated Resort features The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham, and Londoner Court with approximately 370 luxury suites.

We anticipate the Londoner Arena, expansion of the Shoppes at Londoner and other amenities to be completed before the end of 2022.

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 $2.20 billion, of which $2.06 billion was spent as of March 31, 2022.

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 $3.31 billion at exchange rates in effect on September 30, 2021).

(“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).

The Second Development Agreement provides for a total project cost of approximately SGD 4.50 billion (approximately $3.33 billion at exchange rates in effect on March 31, 2022), which investment must be completed within eight years from the effective date of the agreement.

On March 30, 2022, MBS and the STB entered into a letter agreement (the “Letter Agreement”) that amends the Second Development Agreement.

The Letter Agreement extended the deadline for MBS to commence construction, as defined in the Second Development Agreement, by one year to April 8, 2023.

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

In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project.

In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction).

We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement.

On June 18, 2020, we 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.

On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project 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.

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.

As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered.

We do not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to lenders.

We also began the approximately $1.0 billion renovation of Marina Bay Sands, which is expected to introduce world-class suites and substantially upgrade the overall guest experience for premium customers.

This project is in addition to our previously announced plans for the MBS Expansion Project.

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

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Our cash flows consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

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Proceeds from disposal of property and equipment 3 3

Acquisition of intangible assets (5) —

Acquisition of intangible assets and other (12) —

Net cash used in investing activities from continuing operations (146) (288)

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Proceeds from exercise of stock options — 19

Dividends paid and noncontrolling interest payments — (911)

Proceeds from long-term debt 201 505

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Payments of financing costs (9) (8)

Make-whole premium on early extinguishment of debt

Transaction with discontinued operations 111 (133)

Transactions with discontinued operations 4,998 (18)

Net cash generated from financing activities from continuing operations 5,173 480

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

Net cash used in discontinued operations — (4)

Effect of exchange rate on cash, cash equivalents and restricted cash (6) (12)

Decrease in cash, cash equivalents and restricted cash (436) (1,844)

Increase (decrease) in cash, cash equivalents and restricted cash 4,521 (12)

Cash, cash equivalents and restricted cash at beginning of period 1,925 2,137

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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 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.

Net cash used in operating activities for the three months ended March 31, 2022, was $500 million compared to $188 million for the three months ended March 31, 2021, primarily resulting from an increase in operating loss as our properties in Macao were affected by travel restrictions related to the COVID-19 Pandemic.

Additionally, our net working capital requirements increased during the three months ended March 31, 2022.

Cash Flows — Investing Activities

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.

Capital expenditures for the three months ended March 31, 2022, totaled $137 million.

Included in this amount was $84 million for construction and development activities in Macao, which consisted of $67 million for The Londoner Macao, $14 million for The Venetian Macao, $2 million for The Plaza Macao and Four Seasons Macao and $1 million for Sands Macao.

Additionally, this amount included $50 million at Marina Bay Sands in Singapore and $3 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.

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

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

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

Cash Flows — Financing Activities

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.

Net cash flows generated from financing activities were $5.17 billion for the three months ended March 31, 2022, which was primarily attributable to the net proceeds received from the sale of the Las Vegas Operating Properties of $4.98 billion.

Additionally, $201 million was received from the drawdown of our SCL revolving facility.

These items were partially offset by $17 million in repayments on long-term debt and $9 million in deferred offering costs relating to obtaining LVSC Revolving Facility lender consents to consummate the Las Vegas Sale.

Net cash flows generated from financing activities were $480 million for the three months ended March 31, 2021, which was primarily attributable to the proceeds of $505 million received from the drawdown of our SCL revolving facility.

Cash Flows — Discontinued Operations

Cash flows for discontinued operations for the three months ended March 31, 2022, were primarily attributable to $4.98 billion in net proceeds received from the sale of the Las Vegas Operating Properties, which were transferred to continuing operations.

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.

On February 23, 2022, we closed the sale of our Las Vegas Operations.

At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and income taxes.

The estimated net proceeds of approximately $4.36 billion, after preliminary working capital adjustments, transaction costs and the payment of income taxes throughout 2022, will be used for incremental liquidity and general corporate purposes, which may include capital expenditures and development activities.

In connection with the closing of the sale we may be required to make certain payments (“Support Payments”) to OpCo.

The Support Payments are payable on a monthly basis following the closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments.

Our payment obligations are subject to an annual cap equal to $213 million for the annual period beginning on the date of closing and ending December 31, 2022 and $250 million for the annual period beginning January 1, 2023 and ending December 31, 2023.

No Support Payments were made for the period post-close through March 31, 2022 and we do not anticipate making these payments.

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.

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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.

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.

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

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.

Any defaults under our debt agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements.

If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $6.43 billion and restricted cash and cash equivalents of approximately $16 million as of March 31, 2022, which approximately $895 million of the unrestricted amount is held by non-U.S.

subsidiaries.

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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 $2.71 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.

We believe the cash on hand and cash flow generated from operations, as well as the $3.48 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 $2.73 billion at exchange rates in effect on March 31, 2022) under our Singapore Delayed Draw Term Facility as of March 31, 2022 (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 $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.

We have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities.

We believe we are well positioned to support our continuing operations, complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges.

During the three months ended March 31, 2022, SCL drew down $19 million and HKD 1.42 billion (approximately $182 million at exchange rates in effect on March 31, 2022) under this facility for general corporate purposes.

We have suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

We believe we have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities.

We also 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 for non-essential items.

Aggregate Indebtedness and Other Contractual Obligations

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.

As of March 31, 2022, 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, 2021, with the exception of the $201 million draw on the 2018 SCL Revolving Credit Facility and the 0.25% per annum increase in fixed interest on the SCL Senior Notes due to a downgraded credit rating from Standard & Poor’s;

the increase being effective on the first payment date after the date of the downgrade.

This will result in an increase of $9 million in interest expense for the year ended December 31, 2022 and $18 million for each year thereafter through 2024, at which time this will decrease as the SCL Senior Notes are repaid based on each of their set maturity dates.

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 maintain our gaming license and subconcession in Macao and Singapore, including the extension of our subconcession in Macao that expires on June 26, 2022 and the grant of any new concession in Macao;

• our ability to invest in future growth opportunities;

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

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

• unanticipated difficulties or expenditures relating to the Proposed Transaction;

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

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

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

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

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

and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;

• legal proceedings, judgments or settlements that may be instituted in connection with the Las Vegas Sale;

• general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;

• disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;

• the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao, Singapore and Las Vegas;

• the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao and Singapore;

• the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations;

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

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

• our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;

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

• our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;

• our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us;

• the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;

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

• the collectability of our outstanding loans receivable;

• our relationship with gaming promoters in Macao;

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• our ability to establish and protect our intellectual property rights;

• conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

• conflicts of interest that arise because certain of our directors and officers are also directors and officers of SCL;

• government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet;

• increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

• the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

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

• increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

• the popularity of Macao and Singapore as convention and trade show destinations;

• new taxes, changes to existing tax rates or proposed changes in tax legislation;

• the continued services of our key officers;

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• the completion of infrastructure projects in Macao;

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

• potential negative impacts from environmental, social and governance and sustainability matters;

• the outcome of any ongoing and future litigation.

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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