LAS VEGAS SANDS CORP 10-Q

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Operations We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. On 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”). Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses and significant restrictions on travel. The government actions varied based upon 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 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. 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 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, 27 Table of Contents 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 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 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 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. 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 compared to pre-COVID-19 levels. 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 $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 28 Table of Contents environment, including a cost and capital expenditure reduction program to minimize cash outflow for non-essential items. Macao Subconcession Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one. These concession agreements expire on June 26, 2022. If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022. In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML. 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. The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows. We intend to follow the process for a concession renewal once the process and requirements are announced by the Macao government. 29 Table of Contents 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 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 See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.” Operating Results Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, 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. Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space. The following are the key measurements we use to evaluate operating revenues: Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited. We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 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 3.7%, 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 30 Table of Contents 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, 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. 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 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 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 government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests. Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation. Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021 Summary Financial Results 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 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. 31 Table of Contents Operating Revenues Our net revenues consisted of the following: Three Months Ended March 31, 2022 2021 Percent Change (Dollars in millions) Casino $ 627 $ 865 (27.5) % Rooms 95 96 (1.0) % Food and beverage 53 56 (5.4) % Mall 149 156 (4.5) % Convention, retail and other 19 23 (17.4) % Total net revenues $ 943 $ 1,196 (21.2) % 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 March 31, 2022 2021 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 157 $ 266 (41.0) % Non-Rolling Chip drop $ 636 $ 908 (30.0) % Non-Rolling Chip win percentage 24.9 % 27.4 % (2.5) pts Rolling Chip volume $ 720 $ 1,231 (41.5) % Rolling Chip win percentage 3.25 % 4.43 % (1.18) pts Slot handle $ 423 $ 462 (8.4) % Slot hold percentage 3.0 % 4.0 % (1.0) pts The Londoner Macao Total net casino revenues $ 79 $ 91 (13.2) % Non-Rolling Chip drop $ 354 $ 408 (13.2) % Non-Rolling Chip win percentage 22.2 % 21.7 % 0.5 pts Rolling Chip volume $ 369 $ 523 (29.4) % Rolling Chip win percentage 4.72 % 3.71 % 1.01 pts Slot handle $ 232 $ 197 17.8 % Slot hold percentage 3.1 % 3.9 % (0.8) pts 32 Table of Contents Three Months Ended March 31, 2022 2021 Change (Dollars in millions) The Parisian Macao Total net casino revenues $ 51 $ 59 (13.6) % Non-Rolling Chip drop $ 180 $ 300 (40.0) % Non-Rolling Chip win percentage 25.5 % 23.0 % 2.5 pts Rolling Chip volume $ 160 $ 114 40.4 % Rolling Chip win percentage 7.95 % (3.01) % 10.96 pts Slot handle $ 123 $ 223 (44.8) % Slot hold percentage 3.3 % 3.4 % (0.1) pts The Plaza Macao and Four Seasons Macao Total net casino revenues $ 55 $ 115 (52.2) % Non-Rolling Chip drop $ 215 $ 256 (16.0) % Non-Rolling Chip win percentage 25.9 % 24.1 % 1.8 pts Rolling Chip volume $ 574 $ 1,436 (60.0) % Rolling Chip win percentage 3.29 % 5.93 % (2.64) pts Slot handle $ 9 $ 4 125.0 % Slot hold percentage 8.7 % 10.8 % (2.1) pts Sands Macao Total net casino revenues $ 17 $ 31 (45.2) % Non-Rolling Chip drop $ 77 $ 122 (36.9) % Non-Rolling Chip win percentage 19.4 % 15.1 % 4.3 pts Rolling Chip volume $ 80 $ 484 (83.5) % Rolling Chip win percentage 2.83 % 4.34 % (1.51) pts Slot handle $ 124 $ 158 (21.5) % Slot hold percentage 3.3 % 3.4 % (0.1) pts Singapore Operations: Marina Bay Sands Total net casino revenues $ 268 $ 303 (11.6) % Non-Rolling Chip drop $ 795 $ 674 18.0 % Non-Rolling Chip win percentage 17.7 % 19.1 % (1.4) pts Rolling Chip volume $ 1,899 $ 1,512 25.6 % Rolling Chip win percentage 3.30 % 5.59 % (2.29) pts Slot handle $ 3,282 $ 3,745 (12.4) % Slot hold percentage 4.1 % 4.2 % (0.1) pts U.S. Operations: Las Vegas Operating Properties (1) Total net casino revenues $ 61 $ 53 15.1 % Table games drop $ 257 $ 335 (23.3) % Table games win percentage 13.6 % 9.3 % 4.3 pts Slot handle $ 599 $ 625 (4.2) % Slot hold percentage 8.2 % 8.1 % 0.1 pts __________________________ (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. 33 Table of Contents 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 March 31, 2022 2021 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 16 $ 19 (15.8) % Occupancy rate 42.7 % 47.2 % (4.5) pts Average daily room rate (ADR) $ 153 $ 157 (2.5) % Revenue per available room (RevPAR) $ 65 $ 74 (12.2) % The Londoner Macao Total room revenues $ 19 $ 19 — % Occupancy rate 28.0 % 35.5 % (7.5) pts Average daily room rate (ADR) $ 154 $ 173 (11.0) % Revenue per available room (RevPAR) $ 43 $ 61 (29.5) % The Parisian Macao Total room revenues $ 11 $ 12 (8.3) % Occupancy rate 41.3 % 46.7 % (5.4) pts Average daily room rate (ADR) $ 119 $ 118 0.8 % Revenue per available room (RevPAR) $ 49 $ 55 (10.9) % The Plaza Macao and Four Seasons Macao Total room revenues $ 9 $ 11 (18.2) % Occupancy rate 35.8 % 43.7 % (7.9) pts Average daily room rate (ADR) $ 440 $ 432 1.9 % Revenue per available room (RevPAR) $ 157 $ 189 (16.9) % Sands Macao Total room revenues $ 2 $ 3 (33.3) % Occupancy rate 57.1 % 71.5 % (14.4) pts Average daily room rate (ADR) $ 137 $ 138 (0.7) % Revenue per available room (RevPAR) $ 78 $ 99 (21.2) % Singapore Operations: Marina Bay Sands (1) Total room revenues $ 38 $ 32 18.8 % Occupancy rate 83.8 % 63.0 % 20.8 pts Average daily room rate (ADR) $ 257 $ 228 12.7 % Revenue per available room (RevPAR) $ 215 $ 143 50.3 % U.S. Operations: Las Vegas Operating Properties (2) Total room revenues $ 78 $ 45 73.3 % Occupancy rate 84.6 % 42.6 % 42.0 pts Average daily room rate (ADR) $ 247 $ 185 33.5 % Revenue per available room (RevPAR) $ 209 $ 79 164.6 % __________________________ (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. 34 Table of Contents 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 March 31, 2022 2021 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 44 $ 46 (4.3) % Mall gross leasable area (in square feet) 814,720 812,936 0.2 % Occupancy 77.6 % 79.9 % (2.3) pts Base rent per square foot $ 298 $ 301 (1.0) % Tenant sales per square foot (1) $ 1,328 $ 940 41.3 % Shoppes at Londoner (2) Total mall revenues $ 14 $ 14 — % Mall gross leasable area (in square feet) 555,806 515,958 7.7 % Occupancy 56.7 % 81.0 % (24.3) pts Base rent per square foot $ 141 $ 102 38.2 % Tenant sales per square foot (1) $ 1,528 $ 576 165.3 % Shoppes at Parisian Total mall revenues $ 8 $ 10 (20.0) % Mall gross leasable area (in square feet) 296,322 296,145 0.1 % Occupancy 73.3 % 79.8 % (6.5) pts Base rent per square foot $ 135 $ 151 (10.6) % Tenant sales per square foot (1) $ 586 $ 422 38.9 % Shoppes at Four Seasons Total mall revenues $ 34 $ 39 (12.8) % Mall gross leasable area (in square feet) 244,208 244,104 — % Occupancy 94.3 % 94.0 % 0.3 pts Base rent per square foot $ 549 $ 543 1.1 % Tenant sales per square foot (1) $ 6,159 $ 3,665 68.0 % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 49 $ 47 4.3 % Mall gross leasable area (in square feet) 622,242 620,297 0.3 % Occupancy 98.9 % 98.9 % — pts Base rent per square foot $ 282 $ 264 6.8 % Tenant sales per square foot (1) $ 1,748 $ 1,048 66.8 % __________________________ Note: 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 March 31, 2022 and 2021. Base rent per square foot presented above excludes the impact of these rent concessions. 35 Table of Contents (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 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 March 31, 2022 2021 Percent Change (Dollars in millions) Casino $ 468 $ 578 (19.0) % Rooms 43 42 2.4 % Food and beverage 65 71 (8.5) % Mall 18 15 20.0 % Convention, retail and other 22 22 — % Provision for credit losses 4 4 — % General and administrative 218 225 (3.1) % Corporate 59 49 20.4 % Pre-opening 4 5 (20.0) % Development 60 9 566.7 % Depreciation and amortization 264 255 3.5 % Amortization of leasehold interests in land 14 14 — % Loss on disposal or impairment of assets 6 3 100.0 % Total operating expenses $ 1,245 $ 1,292 (3.6) % 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 $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 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 36 Table of Contents 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 March 31, 2022 2021 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 19 $ 82 (76.8) % The Londoner Macao (33) (23) 43.5 % The Parisian Macao (11) (8) 37.5 % The Plaza Macao and Four Seasons Macao 32 70 (54.3) % Sands Macao (17) (18) (5.6) % Ferry Operations and Other (1) (3) (66.7) % (11) 100 (111.0) % Marina Bay Sands 121 144 (16.0) % Consolidated adjusted property EBITDA (1) $ 110 $ 244 (54.9) % Las Vegas Operating Properties (2) $ 63 $ (47) (234.0) % __________________________ (1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies. (2) The Las Vegas Operating Properties are classified as a discontinued operation. 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. 37 Table of Contents Discontinued Operations 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 March 31, 2022 2021 (Dollars in millions) Interest cost $ 157 $ 158 Less — capitalized interest (1) (4) Interest expense, net $ 156 $ 154 Weighted average total debt balance $ 14,953 $ 14,340 Weighted average interest rate 4.2 % 4.4 % 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 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 $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. Additional Information Regarding our Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures. 38 Table of Contents 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: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the three months ended March 31, 2022 Mall revenues: Minimum rents (1) $ 44 $ 30 $ 7 $ 6 $ 37 Overage rents 1 1 4 1 7 Rent concessions (2) (8) — (1) (1) (2) Total overage rents, rent concessions and other (7) 1 3 — 5 CAM, levies and direct recoveries 7 3 4 2 7 Total mall revenues 44 34 14 8 49 Mall operating expenses: Common area maintenance 3 1 1 1 4 Marketing and other direct operating expenses 2 2 1 1 1 Mall operating expenses 5 3 2 2 5 Property taxes (4) — — — — 1 Mall-related expenses (5) $ 5 $ 3 $ 2 $ 2 $ 6 For the three months ended March 31, 2021 Mall revenues: Minimum rents (1) $ 46 $ 31 $ 8 $ 9 $ 37 Overage rents 2 6 4 1 4 Rent concessions (2) (9) — (2) (2) (6) Other (3) — — — — 6 Total overage rents and rent concessions (7) 6 2 (1) 4 CAM, levies and direct recoveries 7 2 4 2 6 Total mall revenues 46 39 14 10 47 Mall operating expenses: Common area maintenance 3 1 1 1 4 Marketing and other direct operating expenses 1 1 1 — 2 Mall operating expenses 4 2 2 1 6 Property taxes (4) 1 — — — 2 Recovery of credit losses (1) — — — — Mall-related expenses (5) $ 4 $ 2 $ 2 $ 1 $ 8 ____________________ Note: These tables exclude the results of our mall operations at Sands Macao. (1) Minimum rents include base rents and straight-line adjustments of base rents. (2) Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations. (3) The amount for Marina Bay Sands of $6 million related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations. (4) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. 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. 39 Table of Contents (5) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs. It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs. In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies. Development Projects We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts. Macao 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. Singapore In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “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. 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 Second Development Agreement. 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. 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. 40 Table of Contents 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. Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally. Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Three Months Ended March 31, 2022 2021 (In millions) Net cash used in operating activities from continuing operations $ (500) $ (188) Cash flows from investing activities from continuing operations: Capital expenditures (137) (291) Proceeds from disposal of property and equipment 3 3 Acquisition of intangible assets and other (12) — Net cash used in investing activities from continuing operations (146) (288) Cash flows from financing activities from continuing operations: Proceeds from exercise of stock options — 19 Proceeds from long-term debt 201 505 Repayments on long-term debt (17) (18) Payments of financing costs (9) (8) Transactions with discontinued operations 4,998 (18) Net cash generated from financing activities from continuing operations 5,173 480 Net cash used in discontinued operations — (4) Effect of exchange rate on cash, cash equivalents and restricted cash (6) (12) 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 Cash, cash equivalents and restricted cash at end of period 6,446 2,125 Less: cash, cash equivalents and restricted cash at end of period for discontinued operations — (35) Cash, cash equivalents and restricted cash at end of period from continuing operations $ 6,446 $ 2,090 Cash Flows — Operating Activities Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash used in operating activities for the three months ended March 31, 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. 41 Table of Contents Cash Flows — Investing Activities 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 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 $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. 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. In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, through and including December 31, 2022. In July 2021, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through January 1, 2023. In September 2021, MBS extended the amendment letter, pursuant to which MBS will not have to comply with the leverage or interest coverage covenants as of the last day of the fiscal quarter, through and including December 31, 2022. Our compliance with our financial covenants for periods beyond December 31, 2022 could be affected by certain factors beyond our control, such as the impact of the COVID-19 Pandemic, including 42 Table of Contents 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. 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. Of the $895 million, approximately $587 million is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.48 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 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 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. 43 Table of Contents Special Note Regarding Forward-Looking Statements This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with: • the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects; • our ability to 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; • 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 and Singapore; • the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations; • new developments, construction projects and ventures, including our Cotai Strip developments and MBS Expansion Project; • regulatory policies in China or other countries in which our patrons reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts; • our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects; • fluctuations in currency exchange rates and interest rates; • increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers; 44 Table of Contents • 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 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; • our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future; • our ability to collect gaming receivables from our credit players; • the collectability of our outstanding loans receivable; • our relationship with gaming promoters in Macao; • our dependence on chance and theoretical win rates; • fraud and cheating; • our ability to establish and protect our intellectual property rights; • conflicts of interest that arise because certain of our directors and officers are also directors 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, 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; • any potential conflict between the interests of our Principal Stockholders and us; • labor actions and other labor problems; • our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business; • the completion of infrastructure projects in Macao; • potential negative impacts from environmental, social and governance and sustainability matters; and • the outcome of any ongoing and future litigation. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws. Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues. 45 Table of Contents In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information. The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.