What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-10-21 compared with 2022-07-22 · 268 added, 227 removed, 775 unchanged (39% of the section changed)

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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”) for $6.25 billion.

At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $77 million, a $1.20 billion seller financing loan and recognized a gain on disposal of $3.61 billion, before income tax expense of $750 million, during the six months ended June 30, 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.

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.

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

Currently, visitors from mainland China in general may enter Macao without having to 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.

On August 30, 2022, the Health Bureau announced that from September 1, 2022, individuals from 41 foreign countries will be allowed to enter Macao without prior authorization but will still be required to undergo a seven-day hotel quarantine.

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.

Following an outbreak in Macao in mid-June, the Macao government announced a series of preventative measures.

These included closure of a range of government, public and social facilities, with restaurants only permitted to offer take away services.

Residential and commercial buildings with confirmed COVID-19 cases have been required to implement various levels of access control.

In addition to the health safeguards already in place, the government has implemented a series of mass nucleic acid and rapid antigen tests for the general population.

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

Our Macao gaming operations remained open during the six months ended June 30, 2022.

Guest visitation to the properties, however, was adversely affected during the six months ended June 30, 2022 due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.

On July 9, 2022, the Macao government issued executive order 115/2022 ordering casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control a recent outbreak of COVID-19 in Macao.

On July 16, 2022, the Macao government announced an extension of this executive order through July 22.

On July 20, 2022, the Macao government announced a consolidation period, which would start on July 23, 2022 and end on July 30, 2022 whereby certain business activities will be allowed to resume limited operations, clarifying that casino operations could resume but with a maximum capacity of 50% of casino staff working at any point in time.

Following an outbreak in Macao in mid-June 2022, the Macao government announced a series of preventative measures (“State of Immediate Prevention”).

Those included closure of a range of government, public and social facilities, with restaurants only permitted to offer take away services.

Residential and commercial buildings with confirmed COVID-19 cases were required to implement various levels of access control.

In addition to the health safeguards already in place, the Macao government implemented a series of mass nucleic acid tests (“NAT”) and rapid antigen tests for the general population.

On July 9, 2022, the Macao government ordered casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control an outbreak of COVID-19 in Macao, which was extended through July 22, 2022.

On July 20, 2022, the Macao government announced a consolidation period, which would start on July 23, 2022 and end on July 30, 2022 whereby certain business activities would be allowed to resume limited operations, clarifying that casino operations could resume, but with a maximum capacity of 50% of casino staff working at any point.

On August 2, 2022, the State of Immediate Prevention was lifted and Macao entered a stabilization period until August 7, 2022, which allowed for the reopening of various public and social facilities and the resumption of restaurant dine-in services subject to the need to wear facemasks and present a negative NAT conducted within the past three days.

On August 6, 2022, the quarantine period for fully-vaccinated visitors from Hong Kong, Taiwan and other overseas jurisdictions changed from “10+7” (10 days of hotel quarantine plus 7 days of self-health management) to “7+3” (7 days of hotel quarantine plus 3 days of self-health management).

Restrictions on the number of casino staff working were lifted on August 15, 2022.

Throughout August, various restrictions on movement between Macao and Zhuhai were progressively lifted by both the Macao and mainland China governments.

On September 19, 2022, the NAT requirement was extended from within 24 hours of travel to 48 hours for those travelers entering Zhuhai from Macao and on September 21, 2022, the NAT requirement was extended from within 48 hours of travel to seven days for those travelers entering mainland China from Macao by plane.

Our Macao gaming operations remained open during the nine months ended September 30, 2022, with the exception of the casino closure in July 2022 mentioned above.

Guest visitation to the properties, however, was adversely affected during this period due to the various outbreaks that occurred in Shanghai, Hong Kong, Guangdong and Macao, which resulted in tighter travel restrictions.

The timing and manner in which our casinos, restaurants and shopping malls will reopen and/or operate at full capacity are currently unknown.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the six months ended June 30, 2022 and in June in particular, we have provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, throughout the nine months ended September 30, 2022 and in June and July in particular, we provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

The Parisian Macao hotel ceased operations as a medical observation facility on July 27, 2022, and the Sheraton Grand Macao hotel ceased operations as a quarantine and medical observation facility on September 23, 2022.

Our ferry operations between Macao and Hong Kong remain suspended.

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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 approximately 12.2% and 78.1%, during the six months ended June 30, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue decreased approximately 46.4% and 82.4%, during the six months ended June 30, 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 Vaccinated 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 and starting April 26, 2022, these travelers are no longer required to take a COVID-19 test before departing for Singapore.

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.

The Macao government announced total visitation from mainland China to Macao decreased approximately 25.0% and 81.7%, during the nine months ended September 30, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue decreased approximately 53.1% and 85.6%, during the nine months ended September 30, 2022, as compared to the same period in 2021 and 2019, respectively.

In Singapore, the Vaccinated 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, and starting April 26, 2022, these travelers are no longer required to take a COVID-19 test before departing for Singapore.

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, if any, addressing travel and public health measures associated with COVID-19.

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

however, visitation has since increased since restrictions have been lifted.

however, visitation has increased since restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 172,000 in 2021 to 3.7 million in 2022 on a year-to-date basis, while visitation decreased 74.1% when compared to the same period in 2019.

The latest available statistics show that passenger traffic at Changi Airport has been on the rise reaching approximately 2.5 million in May 2022, up from approximately 1.9 million in April 2022, and averaging above 40% of pre-pandemic levels as the travel industry continues to recover from the impact of COVID-19.

For the three months ended September 30, 2022, visitation decreased 55.9% when compared to the same period in 2019.

The latest available statistics show that passenger traffic at Changi Airport has been on the rise reaching approximately 3.3 million in August 2022, up from approximately 2.9 million in June 2022, and is at 56% of pre-pandemic levels as the travel industry continues to recover from the impact of COVID-19.

At our Macao properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor compared to pre-COVID-19 levels.

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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 properties were open and operating at reduced levels due to lower visitation and required safety measures in place as described above during the six months ended June 30, 2022, the current economic and regulatory environment on a global basis and in each of our jurisdictions continue to evolve.

While our properties were open and some operating at reduced levels due to lower visitation and required safety measures in place as described above during the nine months ended September 30, 2022, the current economic and regulatory environment on a global basis and in each of our jurisdictions continue 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 $6.45 billion and access to $1.50 billion, $1.04 billion and $423 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of June 30, 2022.

We believe we are able to support continuing operations, complete the major construction projects that are underway, proceed with the Macao concession renewal process 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.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.84 billion and access to $1.50 billion, $1.04 billion and $412 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 30, 2022.

We believe we are able to support continuing operations, complete the major construction projects that are underway, proceed with the Macao concession tendering process 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.

Macao Subconcession

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On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession has been extended from June 26, 2022 to December 31, 2022.

VML paid the Macao government 47 million patacas (approximately $6 million at exchange rates in effect on June 30, 2022) and will provide a bank guarantee by September 23, 2022 of 2.31 billion patacas (approximately $286 million at exchange rates in effect on June 30, 2022) to secure the fulfillment of VML's paym ent obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

VML paid the Macao government 47 million patacas (approximately $6 million at exchange rates in effect at the time of the transaction) and provided a bank guarantee on September 20, 2022 of 2.31 billion patacas (approximately $289 million at exchange rates as defined in the bank guarantee contract) to secure the fulfillment of VML's paym ent obligations towards its employees should VML be unsuccessful in tendering for a new concession contract after its subconcession expires.

In order to enable VML to fulfill the relevant requirements to become eligible to obtain the subconcession extension as mentioned above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian Orient Limited (“VOL”) entered into a letter of undertaking (“Undertakings”), pursuant to which each of VML, VCL and VOL has undertaken, pursuant to article 40 of the Gaming Law and article 43 of VML’s subconcession agreement, to revert to the Macao government relevant gaming equipment and gaming areas (as identified in the Undertakings) without compensation and free of any liens or charges upon the expiry of the term of the subconcession extension period.

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7/2022, and became effective on June 23, 2022 (the "Gaming Law").

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

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

authoriza tion of up to six (6) gaming concession contracts;

an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $619 million at exchange rates in effect on June 30, 2022);

an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $618 million at exchange rates in effect on September 30, 2022);

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

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28/2022 – Amendment of Administrative Regulation No.

26/2001, which sets forth the regulations governing the upcoming tender for gaming concessions in Macao.

26/2001, which sets forth the regulations governing the tender for gaming concessions in Macao.

The regulation includes details on the process of bidding for the gaming concessions, qualifications of the companies bidding and the criteria for granting them.

On July 27, 2022, the Macao government officially launched the public tender process for the award of concessions for the operation of games of chance in casinos.

VML submitted its bid for one of up to six gaming concessions on September 14, 2022.

All bids received by the Macao government, of which there were a total of seven companies, including VML, were formally accepted in the tender.

The Macao government has disclosed that it intends to complete the tender process and grant the new gaming concessions before the end of 2022.

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;

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Under our Sands China Ltd.

(“SCL”) senior notes indentures, 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 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, 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").

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 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, 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 further 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 the our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows.

The subconcession not being further extended or not obtaining a new gaming concession when our current subconcession expires 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 as indicated above.

Inflation Reduction Act

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022.

The IRA contains numerous provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-year period effective in tax years beginning after December 31, 2022.

Applicable corporations would be allowed to claim a credit for the corporate minimum tax paid against regular tax in future years.

The IRA also includes a 1% excise tax on corporate stock repurchases beginning January 1, 2023.

The CAMT could impact our future cash flows and results of operations.

The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied.

We will continue to evaluate the impact of the IRA as additional information becomes available.

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.

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 Gambling Regulatory Authority as part of the process to renew its gaming license at Marina Bay Sands, which will now expire in April 2025.

Intercompany Loan Agreement with SCL

On July 11, 2022, we entered into an intercompany term loan agreement with SCL, a related party, in the amount of $1.0 billion, which is repayable on July 11, 2028.

In the first two years from July 11, 2022, SCL will have the option to elect to pay cash interest at 5% per annum or payment-in-kind interest at 6% per annum by adding the amount of such interest to the then-outstanding principal amount of the loan, following which only cash interest at 5% per annum will be payable.

This loan is unsecured, subordinated to all third party unsecured indebtedness and other obligations of SCL and its subsidiaries and is eliminated in consolidation.

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 six months ended June 30, 2022, nor were there any material changes to the critical accounting policies and estimates discussed in our 2021 Annual Report.

There were no newly identified significant accounting estimates during the nine months ended September 30, 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, 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 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, are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.

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

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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 26.4%, 22.1%, 23.6%, 25.1%, 18.6% and 15.5% 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 Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 25.6%, 22.5%, 24.0%, 26.1%, 18.6% and 17.1% 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%, 3.7%, 3.8%, 7.7%, 2.8% 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.

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

In Macao and Singapore, 11.8% and 12.0%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2022.

In Macao and Singapore, 11.3% and 14.8%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2022.

Casino revenue measurements for the U.S.:

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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.

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.

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Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Summary Financial Results

Our financial results were adversely impacted as a result of decreased visitation at our Macao operating properties as tighter border restrictions were re-introduced as a result of increased positive COVID-19 cases in Macao and the surrounding regions, partially offset by increased visitation at Marina Bay Sands due to the VTF program and loosened pandemic-related restrictions.

The reopening of borders and elimination of most pandemic-related restrictions in Singapore positively impacted the financial results of Marina Bay Sands.

Net revenues and adjusted property EBITDA at Marina Bay Sands increased $508 million and $328 million, respectively.

In contrast, net revenues and adjusted property EBITDA at our Macao operations decreased $360 million and $184 million, respectively, driven by a COVID-19 outbreak in Macao that resulted in a temporary government mandated closure of all casinos and non-essential businesses, as well as a series of various preventative measures that impacted visitation to our Macao operations.

See “COVID-19 Pandemic” for further information.

Net revenues for the three months ended June 30, 2022, were $1.05 billion, compared to $1.17 billion for the three months ended June 30, 2021.

Operating loss was $147 million for the three months ended June 30, 2022, compared to $139 million for the three months ended June 30, 2021.

Net loss from continuing operations was $414 million for the three months ended June 30, 2022, compared to $280 million for the three months ended June 30, 2021.

Net revenues for the three months ended September 30, 2022, were $1.01 billion, compared to $857 million for the three months ended September 30, 2021.

Operating loss was $177 million for the three months ended September 30, 2022, compared to $316 million for the three months ended September 30, 2021.

Net loss from continuing operations was $380 million for the three months ended September 30, 2022, compared to $594 million for the three months ended September 30, 2021.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Percent

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Total net revenues $ 1,005 $ 857 17.3 %

Consolidated net revenues were $1.05 billion for the three months ended June 30, 2022, a decrease of $128 million compared to $1.17 billion for the three months ended June 30, 2021.

The decrease is due to a $480 million decrease at our Macao operations, partially offset by a $352 million increase at Marina Bay Sands.

Net casino revenues decreased $134 million compared to the three months ended June 30, 2021.

The change was driven by a $411 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 increased $277 million due to increases in Rolling Chip volume and Non-Rolling Chip drop, driven by increased visitation.

Consolidated net revenues were $1.01 billion for the three months ended September 30, 2022, an increase of $148 million compared to $857 million for the three months ended September 30, 2021.

The increase is due to a $508 million increase at Marina Bay Sands, partially offset by a $360 million decrease at our Macao operations.

Net casino revenues increased $104 million compared to the three months ended September 30, 2021.

Casino revenues at Marina Bay Sands increased $368 million due to increases in Rolling Chip volume, Non-Rolling Chip drop and slot handle driven by an increase in play due to the reopening of borders and elimination of most pandemic-related restrictions.

This increase was partially offset by a $264 million decrease at our Macao operations due to closures mandated by the Macao government that resulted in decreased visitation and table games and slot volumes.

The following table summarizes the results of our casino activity:

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Change

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Slot hold percentage 4.4 % 3.1 % 1.3 pts

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Change

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In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.

Room revenues decreased $18 million compared to the three months ended June 30, 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 June 30, 2021.

The decrease was partially offset by an increase at Marina Bay Sands as visitation increased due to the VTF program and loosened pandemic-related restrictions.

Room revenues increased $23 million compared to the three months ended September 30, 2021.

The increase was due to increased occupancy rates and ADR driven by increased visitation at Marina Bay Sands compared to the three months ended September 30, 2021.

This increase was partially offset by a decrease at our Macao operations as visitation decreased driven by mandated government closures described above resulting in lower occupancy rates.

The following table summarizes the results of our room activity:

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Change

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__________________________

(1) During the three months ended June 30, 2022 , approximately 500 rooms were under construction for renovation purposes.

Food and beverage revenues increased $13 million compared to the three months ended June 30, 2021.

The increase was due to $24 million in increased business volume at food and beverage outlets at Marina Bay Sands, including a $19 million increase at major food outlets and $5 million increase in banquets driven by loosened pandemic-related restrictions.

This increase was partially offset by an $11 million decrease at our Macao operations due to lower business volume at most outlets.

Mall revenues were flat compared to the three months ended June 30, 2021.

A $16 million decrease in mall revenues in Macao, driven by decreases in base rent and turnover rent and an increase in rent concessions granted to our mall tenants in Macao, was offset by a $16 million increase in mall revenues in Singapore, driven by a decrease in rent concessions granted to our mall tenants in Singapore.

(1) During the three months ended September 30, 2022, approximately 500 rooms were under construction for renovation purposes.

Food and beverage revenues increased $40 million compared to the three months ended September 30, 2021.

The increase was due to a $50 million increase at Marina Bay Sands driven by higher business volume at food and beverage outlets as a result of larger group sizes, elimination of most pandemic-related restrictions and the opening of new venues during the last twelve months.

This increase was partially offset by a $10 million decrease at our Macao operations due to lower business volume at banquet operations and at most food and beverage outlets.

Mall revenues decreased $46 million compared to the three months ended September 30, 2021.

A $60 million decrease in mall revenues in Macao, driven by decreases in base rent and turnover rent, and an increase in rent concessions granted to our mall tenants, was partially offset by a $14 million increase in mall revenues at Marina Bay Sands, driven by a decrease in rent concessions granted to our mall tenants and an increase in turnover rent.

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

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Change

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

As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended June 30, 2022 and 2021.

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

Convention, retail and other revenues increased $11 million compared to the three months ended June 30, 2021.

This increase was primarily due to a $10 million increase at Marina Bay Sands, driven by convention revenue and other revenues (e.g., museum and SkyPark).

Convention, retail and other revenues increased $27 million compared to the three months ended September 30, 2021.

This increase was due to an $19 million increase at Marina Bay Sands, primarily driven by an $11 million increase in convention revenue.

In addition, a $8 million increase at our Macao operations was driven primarily by quarantine room revenue at the Sheraton Grand Macao hotel and The Parisian Macao.

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Percent

14 unchanged sentences

Total operating expenses $ 1,182 $ 1,173 0.8 %

Operating expenses were $1.19 billion for the three months ended June 30, 2022, a decrease of $120 million compared to $1.31 billion for the three months ended June 30, 2021, primarily driven by a $129 million decrease in casino expenses, due to a decrease in gaming taxes as a result of decreased gaming revenues in Macao, a $15 million decrease in development expense and an $11 million decrease in loss on disposal or impairment of assets, partially offset by a $19 million increase in general and administrative expense.

Casino expenses decreased $129 million compared to the three months ended June 30, 2021.

The decrease was primarily attributable to a $136 million decrease in gaming taxes due to decreased revenues, as previously described.

Operating expenses were $1.18 billion for the three months ended September 30, 2022, an increase of $9 million compared to $1.17 billion for the three months ended September 30, 2021, primarily driven by increases of $28 million in food and beverage expenses, $15 million in general and administrative expenses, $13 million in development expenses and $6 million increase in convention, retail, and other, partially offset by decreases of $41 million in casino expenses and $11 million in corporate expenses.

Casino expenses decreased $41 million compared to the three months ended September 30, 2021.

The decrease was primarily attributable to a $124 million decrease in gaming taxes at our Macao operations due to decreased revenues, partially offset by an $87 million increase in gaming taxes at Marina Bay Sands due to increased revenues.

The $264 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $368 million increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.

Food and beverage expenses increased $13 million compared to the three months ended June 30, 2021.

An increase of $17 million at Marina Bay Sands was due to increased food outlet and banquet volumes, partially offset by a decrease of $4 million at our Macao operations due to lower business volume.

Convention, retail and other expenses increased $5 million compared to the three months ended June 30, 2021, primarily driven by an $6 million increase at Marina Bay Sands, partially offset by a $1 million decrease in ferry expenses resulting from decreases in operating and maintenance costs as ferries were under dry dock.

General and administrative expenses increased $19 million compared to the three months ended June 30, 2021.

The increase was primarily due to an increase of $22 million at Marina Bay Sands, partially offset by a decrease of $3 million at our Macao operations.

The increase at Marina Bay Sands was primarily driven by an increase in payroll, marketing and property operation costs.

The decrease at our Macao operations was primarily driven by decreased marketing and property operations costs.

Development expenses were $22 million for the three months ended June 30, 2022, compared to $37 million for the three months ended June 30, 2021.

During the three months ended June 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in Texas and digital gaming related efforts.

Food and beverage expenses increased $28 million compared to the three months ended September 30, 2021.

An increase of $33 million at Marina Bay Sands was due to increased food outlet and banquet volumes, partially offset by a $5 million decrease at our Macao operations due to lower business volume.

Convention, retail and other expenses increased $6 million compared to the three months ended September 30, 2021, primarily driven by a $7 million increase at Marina Bay Sands, partially offset by a $1 million decrease at our Macao operations.

Provision for credit losses was $8 million for three months ended September 30, 2022, compared to $3 million for the three months ended September 30, 2021.

The $5 million increase was driven by increased provision for the aging of patron receivables at our Marina Bay Sands and Macao operations.

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 $15 million compared to the three months ended September 30, 2021.

The increase was primarily due to a $22 million increase at Marina Bay Sands, driven by an increase in payroll, marketing and property operation costs, partially offset by a $7 million decrease at our Macao operations, driven by a decrease in marketing, property tax and insurance costs.

Corporate expenses decreased $11 million compared to the three months ended September 30, 2021.

The decrease was primarily due to an $11 million in legal fee insurance recoveries.

Development expenses were $26 million for the three months ended September 30, 2022, compared to $13 million for the three months ended September 30, 2021.

During the three months ended September 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in Texas and digital gaming related efforts.

Development costs are expensed as incurred.

There was no loss on disposal or impairment of assets for three months ended June 30, 2022, compared to $11 million for the three months ended June 30, 2021.

The losses incurred for the three months ended June 30, 2021, were primarily due to asset disposal and demolition costs at The Londoner Macao.

Loss on disposal or impairment of assets was $2 million for three months ended September 30, 2022, compared to $4 million for the three months ended September 30, 2021.

The losses incurred for the three months ended September 30, 2022 were primarily due to room renovation at Marina Bay Sands.

The losses incurred for the three months ended September 30, 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:

Three Months Ended June 30,

Three Months Ended September 30,

2022 2021 Percent

2 unchanged sentences

The Londoner Macao (60) (33) 81.8 %

The Parisian Macao (29) — NM

The Parisian Macao (37) 5 (840.0) %

The Plaza Macao and Four Seasons Macao 6 42 (85.7) %

16 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.

Three Months Ended June 30,

Three Months Ended September 30,

(In millions)

13 unchanged sentences

Other income (expense) 2 (12)

Loss on modification or early retirement of debt — (137)

Income tax (expense) benefit (60) 27

Net loss from continuing operations $ (380) $ (594)

(a) During the three months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense of $15 million and $7 million, respectively, of which $9 million and $4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $242 million compared with the three months ended June 30, 2021, primarily due to decreases in casino, room, food and beverage and mall revenues driven by decreased visitation at our properties as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in the region.

Adjusted property EBITDA at Marina Bay Sands increased $207 million compared to the three months ended June 30, 2021, primarily due to increases in casino, room and food and beverage operations due to increased visitation and loosened pandemic-related restrictions.

(a) During the three months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense of $18 million and $3 million, respectively, of which $9 million and $3 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $184 million compared with the three months ended September 30, 2021, primarily due to decreases in casino, room, food and beverage and mall revenues due to decreased visitation at our Macao properties driven by government mandated closures as described above.

Adjusted property EBITDA at Marina Bay Sands increased $328 million compared to the three months ended September 30, 2021, primarily due to increases in casino, room, food and beverage and mall revenues due to the reopening of borders and elimination of most pandemic-related restrictions.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

Interest cost increased $1 million compared to the three months ended June 30, 2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended June 30, 2022.

The increase was partially offset by a decrease in our weighted average interest rate from 4.4% to 4.3% during the three months ended June 30, 2022.

The decrease in interest cost was primarily due to the issuance of the 2.300%, 2.850% and 3.250% SCL Senior Notes in September 2021, which carry a lower interest rate than the 4.600% SCL Senior Notes extinguished in September 2021.

Interest cost increased $24 million compared to the three months ended September 30, 2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended September 30, 2022.

The weighted average interest rate increased from 4.4% to 4.8% during the three months ended September 30, 2022 when compared to the three months ended September 30, 2021, primarily driven by the increase in the underlying benchmark rate on our Singapore Credit Facility and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022., offset by the extinguishment of the SCL 4.600% senior notes in Q3 2021.

Other Factors Affecting Earnings

Other expense was $9 million for the three months ended June 30, 2022, compared to other income of $10 million for the three months ended June 30, 2021.

Other expense during the three months ended June 30, 2022, was primarily attributable to $15 million of foreign currency transaction losses driven by U.S.

dollar denominated debt

held by SCL, partially offset by $6 million of foreign currency transaction gains driven by Singapore dollar denominated intercompany debt reported in U.S.

Our income tax expense was $110 million on a loss before income taxes of $304 million for the three months ended June 30, 2022, resulting in a 36.2% effective income tax rate.

This compares to a (2.1)% effective income tax rate for the three months ended June 30, 2021.

The income tax expense for the three months ended June 30, 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 received an income tax exemption on gaming operations through June 26, 2022.

In July 2022, we requested an additional extension of our income tax exemption for gaming operations through December 31, 2022;

however, there is no assurance we will receive the additional extension.

Interest income was $38 million for the three months ended September 30, 2022, compared to $1 million for the three months ended September 30, 2021.

Interest income during the three months ended September 30, 2022 was primarily attributed to $29 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas Operating Properties and higher interest rates.

We also had $8 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas Operating Properties in 2022.

Other income was $2 million for the three months ended September 30, 2022, compared to other expense of $12 million for the three months ended September 30, 2021.

Other income during the three months ended September 30, 2022, was primarily attributable to foreign currency transaction gains driven by Singapore dollar denominated debt reported in U.S.

Our income tax expense was $60 million on a loss before income taxes of $320 million for the three months ended September 30, 2022, resulting in an 18.8% effective income tax rate.

This compares to a (4.3)% effective income tax rate for the three months ended September 30, 2021.

The income tax expense for the three months ended September 30, 2022, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.

The net loss attributable to our noncontrolling interests was $127 million for the three months ended June 30, 2022, compared to $50 million for the three months ended June 30, 2021.

The net loss attributable to our noncontrolling interests was $142 million for the three months ended September 30, 2022, compared to $127 million for the three months ended September 30, 2021.

These amounts are related to the noncontrolling interest of SCL.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Summary Financial Results

Our financial results were adversely impacted as a result of decreased visitation to our properties in Macao due to the COVID-19 Pandemic, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding regions, partially offset by increased visitation at Marina Bay Sands due to the VTL and VTF programs and loosened pandemic-related restrictions.

The reopening of borders and elimination of most pandemic-related restrictions in Singapore positively impacted the financial results of Marina Bay Sands.

Net revenues and adjusted property EBITDA at Marina Bay Sands increased $834 million and $512 million, respectively.

In contrast, net revenues and adjusted property EBITDA at our Macao operations decreased $1.07 billion and $537 million, respectively, as tighter border

restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding regions.

See “COVID-19 Pandemic” for further information.

Net revenues for the six months ended June 30, 2022, were $1.99 billion, compared to $2.37 billion for the six months ended June 30, 2021.

Operating loss was $449 million for the six months ended June 30, 2022, compared to $235 million for the six months ended June 30, 2021.

Net loss from continuing operations was $892 million for the six months ended June 30, 2022, compared to $560 million for the six months ended June 30, 2021.

Net revenues for the nine months ended September 30, 2022, were $2.99 billion, compared to $3.23 billion for the nine months ended September 30, 2021.

Operating loss was $626 million for the nine months ended September 30, 2022, compared to $551 million for the nine months ended September 30, 2021.

Net loss from continuing operations was $1.27 billion for the nine months ended September 30, 2022, compared to $1.15 billion for the nine months ended September 30, 2021.

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Percent

6 unchanged sentences

Total net revenues $ 2,993 $ 3,226 (7.2) %

Consolidated net revenues were $1.99 billion for the six months ended June 30, 2022, a decrease of $381 million compared to $2.37 billion for the six months ended June 30, 2021, due to a decrease of $707 million at our Macao operations.

The decrease at our Macao operations was due to decreased visitation compared to the six months ended June 30, 2021, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding region.

The $326 million increase at Marina Bay Sands was primarily due to increased visitation driven by the VTL and VTF programs and loosened pandemic-related restrictions.

Net casino revenues decreased $372 million compared to the six months ended June 30, 2021.

The decrease was driven by a $614 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 increased by $242 million due to increases in Rolling Chip volume and Non-Rolling Chip drop, driven by an increase in play due to VTL and VTF programs and loosened pandemic-related restrictions.

Consolidated net revenues were $2.99 billion for the nine months ended September 30, 2022, a decrease of $233 million compared to $3.23 billion for the nine months ended September 30, 2021, due to a decrease of $1.07 billion at our Macao operations.

The decrease at our Macao operations was due to decreased visitation compared to the nine months ended September 30, 2021, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding region.

The decrease was partially offset by an $834 million increase at Marina Bay Sands primarily due to increased visitation resulting from the reopening of borders and elimination of most pandemic-related restrictions.

Net casino revenues decreased $268 million compared to the nine months ended September 30, 2021.

The decrease was driven by an $878 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 increased by $610 million due to increased table games and slot volumes, driven by the reopening of borders and elimination of most pandemic-related restrictions.

The following table summarizes the results of our casino activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Change

9 unchanged sentences

Slot hold percentage 3.8 % 3.8 % — pts

Nine Months Ended September 30,

2022 2021 Change

(Dollars in millions)

The Londoner Macao

22 unchanged sentences

Slot hold percentage 9.7 % 5.9 % 3.8 pts

Six Months Ended June 30,

2022 2021 Change

(Dollars in millions)

Total net casino revenues $ 39 $ 84 (53.6) %

14 unchanged sentences

Slot hold percentage 4.3 % 4.2 % 0.1 pts

Nine Months Ended September 30,

2022 2021 Change

(Dollars in millions)

Las Vegas Operating Properties (1)

8 unchanged sentences

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

Room revenues decreased $19 million compared to the six months ended June 30, 2021.

The decrease was primarily due to decreased occupancy rates and decreased RevPAR driven by reduced visitation across our Macao properties.

The decrease was partially offset by increases in occupancy and ADR at Marina Bay Sands driven by increased visitation.

Room revenues increased $4 million compared to the nine months ended September 30, 2021.

The increase was primarily due to increased occupancy rates and ADR at Marina Bay Sands driven by increased visitation, partially offset by decreased occupancy rates and ADR driven by reduced visitation across our Macao properties.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Change

37 unchanged sentences

__________________________

(1) During the six months ended June 30, 2022, approximately 500 rooms were under construction for renovation purposes.

(1) During the nine months ended September 30, 2022, approximately 500 rooms were under construction for renovation purposes.

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

1 unchanged sentence

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

Food and beverage revenues increased $10 million compared to the six months ended June 30, 2021.

The increase was due to a $22 million increase driven by increased business volume at food and beverage outlets at Marina Bay Sands, partially offset by a $12 million decrease at our Macao operations.

Mall revenues decreased $7 million compared to the six months ended June 30, 2021.

The decrease was primarily due to decreases of $8 million in overage rent and $7 million in base rent, and a $6 million government grant provided by the Singapore government in Q2 2021, partially offset by a $13 million decrease in rent concessions granted to our mall tenants in Singapore.

Food and beverage revenues increased $50 million compared to the nine months ended September 30, 2021.

The increase was due to a $72 million increase driven by increased business volume at food and beverage outlets, including new outlets and the reopening of entertainment venues, at Marina Bay Sands, partially offset by a $22 million decrease at our Macao operations.

Mall revenues decreased $53 million compared to the nine months ended September 30, 2021.

The decrease was primarily due to decreases of $67 million in total overage rent and rent concessions and $14 million in lower base rent at our Macao operations, partially offset by increases of $27 million in total overage rent, rent concessions and other and $2 million in higher base rent at Marina Bay Sands.

Six Months Ended June 30, (1)

Nine Months Ended September 30, (1)

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 six months ended June 30, 2022 and 2021.

As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the nine months ended September 30, 2022 and 2021.

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 June 30, 2022 and 2021, they are identical to the summary presented herein for the three months ended June 30, 2022 and 2021, respectively.

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2022 and 2021, they are identical to the summary presented herein for the three months ended September 30, 2022 and 2021, 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.

Convention, retail and other revenues increased $7 million compared to the six months ended June 30, 2021, due primarily to a $13 million increase at Marina Bay Sands, partially offset by a $6 million decrease at our Macao operations.

Convention, retail and other revenues increased $34 million compared to the nine months ended September 30, 2021, due primarily to increases of $33 million and $1 million at Marina Bay Sands and our Macao operations, respectively, driven primarily by an increase in convention revenue at Marina Bay Sands and quarantine room revenue at the Sheraton Grand Macao hotel and The Parisian Macao.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2022 2021 Percent

14 unchanged sentences

Total operating expenses $ 3,619 $ 3,777 (4.2) %

Operating expenses were $2.44 billion for the six months ended June 30, 2022, a decrease of $167 million compared to $2.60 billion for the six months ended June 30, 2021.

The decrease was primarily driven by a $239 million increase in casino expenses.

Casino expenses decreased $239 million compared to the six months ended June 30, 2021.

Operating expenses were $3.62 billion for the nine months ended September 30, 2022, a decrease of $158 million compared to $3.78 billion for the nine months ended September 30, 2021.

The decrease was primarily driven by a $280 million decrease in casino expenses.

Casino expenses decreased $280 million compared to the nine months ended September 30, 2021.

The decrease was primarily attributable to a decrease of $270 million in gaming taxes.

The $614 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $242 increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.

Food and beverage expenses increased $7 million compared to the six months ended June 30, 2021.

The increase was due to an increase of $12 million at Marina Bay Sands, due to the increased business volume at food outlets and banquets, partially offset by a decrease of $5 million at our Macao operations.

Convention, retail and other expenses increased $5 million compared to the six months ended June 30, 2021, primarily driven by an $6 million increase at Marina Bay Sands, partially offset by a $2 million decrease in ferry expenses resulting from decreases in operating and maintenance costs as ferries were under dry dock.

General and administrative expenses increased $12 million compared to the six months ended June 30, 2021.

The increase was primarily due to an increase of $19 million at Marina Bay Sands, partially offset by a decrease of $7 million at our Macao operations.

The increase at Marina Bay Sands was primarily driven by increases in marketing, payroll and property operations costs.

The decrease at our Macao operations was primarily driven by decreased marketing and property operations costs.

Corporate expenses increased $9 million compared to the to the six months ended June 30, 2021, primarily due to a $4 million increase in corporate payroll and related costs and $4 million in travel and related costs during the six months ended June 30, 2022.

Development expenses were $82 million for the six months ended June 30, 2022, compared to $46 million for the six months ended June 30, 2021.

During the six months ended June 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities primarily in Florida and Texas and digital gaming related efforts.

The $878 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $610 million increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.

Food and beverage expenses increased $35 million compared to the nine months ended September 30, 2021.

The increase was due to a $45 million increase at Marina Bay Sands, driven by increased business volume at food outlets and banquets, new venues, and the reopening of entertainment outlets, partially offset by a $10 million decrease at our Macao operations.

Convention, retail and other expenses increased $11 million compared to the nine months ended September 30, 2021, primarily driven by a $13 million increase at Marina Bay Sands, partially offset by a $2 million decrease at our Macao operations.

Provision for credit losses was $14 million for nine months ended September 30, 2022, compared to $9 million for the nine months ended September 30, 2021.

The $5 million increase was primarily driven by $7 million in increased provision for the aging of patron receivables at Marina Bay Sands, partially offset by a $2 million provision for deferred mall receivables at our Macao operations recorded during the nine months ended September 30, 2021.

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 nine months ended September 30, 2021.

The increase was primarily due to an increase of $42 million at Marina Bay Sands, driven by increased marketing, payroll and property operations costs, partially offset by a decrease of $15 million at our Macao operations, driven by decreased marketing and property tax and insurance costs.

Development expenses were $108 million for the nine months ended September 30, 2022, compared to $59 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities primarily in Florida and Texas and digital gaming related efforts.

Development costs are expensed as incurred.

Loss on disposal or impairment of assets decreased $8 million compared to the six months ended June 30, 2021, The losses incurred for the six months ended June 30, 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, The Venetian Macao and Sands Macao, as well as at our Corporate offices.

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

Loss on disposal or impairment of assets was $8 million for the nine months ended September 30, 2022, compared to $18 million for the nine months ended September 30, 2021.

The losses incurred for the nine months ended September 30, 2022 were primarily due to $4 million in asset disposals related to aircraft parts and $3 million in asset disposal and demolition costs, primarily at The Londoner Macao, The Venetian Macao, Sands Macao and our Corporate offices.

The losses incurred for the nine months ended September 30, 2021 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:

Six Months Ended June 30,

Nine Months Ended September 30,

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.

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

13 unchanged sentences

Other expense (29) (19)

Income tax expense (112) (8)

Loss on modification or early retirement of debt — (137)

Income tax (expense) benefit (172) 19

Net loss from continuing operations $ (1,272) $ (1,154)

(a) During the six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense of $29 million and $14 million, respectively, of which $18 million and $6 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

(a) During the nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense of $47 million and $17 million, respectively, of which $27 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

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

1 unchanged sentence

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

Adjusted property EBITDA at our Macao operations decreased $353 million compared to the six months ended June 30, 2021, primarily due to decreased casino, mall and room operations driven by decreased visitation at our properties as tighter boarder restrictions were introduced as a result of increased COVID-19 cases in Macao and the surrounding region.

Adjusted property EBITDA at Marina Bay Sands increased $184 million compared to the six months ended June 30, 2021.

The increase was primarily due to increased casino and mall operations driven by increased visitation and loosened pandemic-related restrictions.

Adjusted property EBITDA at our Macao operations decreased $537 million compared to the nine months ended September 30, 2021, primarily due to decreased casino, mall and room operations driven by decreased visitation at our properties as tighter boarder restrictions were introduced as a result of increased COVID-19 cases in Macao and the surrounding region.

Adjusted property EBITDA at Marina Bay Sands increased $512 million compared to the nine months ended September 30, 2021.

The increase was primarily due to increased casino, room, food and beverage and mall operations driven by increased visitation and loosened pandemic-related restrictions.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties increased $59 million compared to the six months ended June 30, 2021.

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.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $73 million compared to the nine months ended September 30, 2021.

The decrease was primarily due to the current year activity representing 53 days of operations as we completed the sale of the Las Vegas Operating properties on February 23, 2022, partially offset by increased casino and room operations as Las Vegas Operating Properties operated under pre-pandemic guidelines.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

Interest cost was flat compared to the six months ended June 30, 2021.

The weighted average interest rate decreased from 4.4% to 4.3% during the six months ended June 30, 2022, primarily due to the extinguishment of the SCL 4.600% senior notes in Q3 2021.

Interest cost increased $24 million compared to the nine months ended September 30, 2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended September 30, 2022.

The weighted average interest rate remained flat during the nine months ended September 30, 2022 when compared to the nine months ended September 30, 2021, primarily driven by the increase in the underlying benchmark rate on our Singapore Credit Facility and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022., offset by the extinguishment of the SCL 4.600% senior notes in Q3 2021.

Other Factors Affecting Earnings

Other expense was $31 million for the six months ended June 30, 2022, compared to other expense of $7 million for the six months ended June 30, 2021.

Other expense during the six months ended June 30, 2022, was primarily attributable to $37 million of foreign currency transaction losses driven by U.S.

Interest income was $56 million for the nine months ended September 30, 2022, compared to $3 million for the nine months ended September 30, 2021.

Interest income during the nine months ended September 30, 2022 was primarily attributed to $38 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas Operating Properties and higher interest rates.

We also had $14 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas Operating Properties in 2022.

Other expense was $29 million for the nine months ended September 30, 2022, compared to $19 million for the nine months ended September 30, 2021.

Other expense during the nine months ended September 30, 2022, was primarily attributable to $39 million of foreign currency transaction losses driven by U.S.

dollar denominated debt held by SCL, partially offset by $11 million of foreign currency transaction gains driven by Singapore dollar denominated intercompany debt reported in U.S.

Our income tax expense was $112 million on a loss before income taxes of $780 million for the six months ended June 30, 2022, resulting in a 14.4% effective income tax rate.

This compares to a 1.4% effective income tax rate for the six months ended June 30, 2021.

The income tax expense for the six months ended June 30, 2022, 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.

Our income tax expense was $172 million on a loss before income taxes of $1.10 billion for the nine months ended September 30, 2022, resulting in a 15.6% effective income tax rate.

This compares to a (1.6)% effective income tax rate for the nine months ended September 30, 2021.

The income tax expense for the nine months ended September 30, 2022, 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 six months ended June 30, 2022.

corporate and interest expense incurred during the nine months ended September 30, 2022.

Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidance.

The net loss attributable to our noncontrolling interests was $228 million for the six months ended June 30, 2022, compared to $114 million for the six months ended June 30, 2021.

The net loss attributable to our noncontrolling interests was $370 million for the nine months ended September 30, 2022, compared to $241 million for the nine months ended September 30, 2021.

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

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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 six months ended June 30, 2022 and 2021:

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, 2022 and 2021:

Venetian Shoppes at

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(In millions)

For the three months ended June 30, 2022

For the three months ended September 30, 2022

Mall revenues:

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Total mall revenues

41 33 12 7 55

Mall operating expenses:

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$ 3 $ 2 $ 3 $ 1 $ 8

For the three months ended June 30, 2021

For the three months ended September 30, 2021

Mall revenues:

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Property taxes (4)

Provision for credit losses — — — 3 —

Mall-related expenses (5)

$ 4 $ 2 $ 2 $ 2 $ 7

For the six months ended June 30, 2022

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the nine months ended September 30, 2022

Mall revenues:

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$ 14 $ 7 $ 8 $ 5 $ 22

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the six months ended June 30, 2021

For the nine months ended September 30, 2021

Mall revenues:

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Overage rents

10 28 13 3 14

Rent concessions (2)

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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.

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.

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

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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.

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, Londoner Court with approximately 370 luxury suites and the 6,000-seat Londoner Arena.

The Londoner Arena and the expansion of the Shoppes at Londoner have been completed during the first half 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 $2.11 billion was spent as of June 30, 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 “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 $3.23 billion at exchange rates in effect on June 30, 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 Second Development Agreement provides for a total project cost of approximately SGD 4.50 billion (approximately $3.14 billion at exchange rates in effect on September 30, 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 amended the Second Development Agreement and 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.

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Our cash flows consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

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Payments of financing costs (9) (36)

Make-whole premium on early extinguishment of debt — (131)

Transactions with discontinued operations 5,032 111

Net cash generated from financing activities from continuing operations $ 5,672 $ 562

Net cash used in discontinued operations — (1)

Effect of exchange rate on cash, cash equivalents and restricted cash (22) (10)

Increase (decrease) in cash, cash equivalents and restricted cash 4,543 (26)

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

Cash, cash equivalents and restricted cash at end of period 6,468 2,111

cash, cash equivalents and restricted cash at end of period for discontinued operations — (38)

Cash, cash equivalents and restricted cash at end of period from continuing operations $ 6,468 $ 2,073

Net cash provided by discontinued operations $ — $ 2

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 six months ended June 30, 2022, increased $585 million as compared to the six months ended June 30, 2021.

The increased cash used for operations was primarily due to our Macao operations generating increased operating losses and working capital requirements due to the decrease in visitation resulting from COVID-19 travel restrictions across key China markets in 2022 and Macao experiencing COVID-19 cases in June 2022.

This cash usage was partially offset by operating cash flows provided by MBS due to the acceleration of visitation and elimination of restrictions in Singapore over the course of the second quarter of 2022.

Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable.

Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments.

Net cash used in operating activities for the nine months ended September 30, 2022, increased $495 million as compared to the nine months ended September 30, 2021.

This cash usage was partially offset by operating cash flows provided by Marina Bay Sands due to the acceleration of visitation and elimination of restrictions in Singapore over the course of 2022.

Cash Flows — Investing Activities

Capital expenditures for the six months ended June 30, 2022, totaled $335 million.

Included in this amount was $151 million for construction and development activities in Macao, which consisted of $118 million for The Londoner Macao, $25 million for The Venetian Macao, $5 million for The Plaza Macao and Four Seasons Macao.

$2 million for Sands Macao and $1 million for The Parisian Macao.

Additionally, this amount included $147 million at Marina Bay Sands in Singapore and $37 million for corporate and other.

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

Capital expenditures for the nine months ended September 30, 2022, totaled $504 million.

Included in this amount was $255 million at Marina Bay Sands in Singapore and $199 million for construction and development activities in Macao, which consisted of $153 million for The Londoner Macao, $35 million for The Venetian Macao, $7 million for The Plaza Macao and Four Seasons Macao, $2 million for Sands Macao and $2 million for The Parisian Macao.

Additionally, this amount included $50 million for corporate and other costs.

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 primarily of $440 million for The Londoner Macao, $50 million for The Venetian Macao and $15 million for The Plaza Macao and Four Seasons Macao.

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

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

Cash Flows — Financing Activities

Net cash flows generated from financing activities were $5.69 billion for the six months ended June 30, 2022, which was primarily attributable to the net proceeds received from the sale of the Las Vegas Operating Properties of $4.89 billion.

Net cash flows generated from financing activities were $5.67 billion for the nine months ended September 30, 2022, which was primarily attributable to the net proceeds from the sale of the Las Vegas Operating Properties of $4.89 billion.

Additionally, $700 million was received from the drawdown of our SCL revolving facility.

These items were partially offset by $50 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 $532 million for the six months ended June 30, 2021, which was primarily attributable to the proceeds of $505 million received from the drawdown of our SCL revolving facility.

Net cash flows generated from financing activities were $562 million for the nine months ended September 30, 2021, which was primarily attributable to the 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.

Cash Flows — Discontinued Operations

Cash flows for discontinued operations for the six months ended June 30, 2022, were primarily attributable to $4.89 billion in net proceeds received from the sale of the Las Vegas Operating Properties, which were transferred to continuing operations.

Cash flows for discontinued operations for the nine months ended September 30, 2022, were primarily attributable to $4.89 billion in net proceeds from the Las Vegas Sale, which were transferred to continuing operations.

Capital Financing Overview

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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 $125 million for the annual period beginning July 1, 2022 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 June 30, 2022, and we do not anticipate making these payments.

Our remaining payment obligations are subject to a cap equal to $63 million for the period beginning October 1, 2022 and ending December 31, 2022 and $250 million for the period beginning January 1, 2023 and ending December 31, 2023.

No Support Payments were made for the period post-close through September 30, 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.

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.

The 2018 SCL Credit facility expires on July 31, 2023;

however, we believe we will be successful in extending the maturity date of the facility prior to its expiration.

If we are unable to

extend the maturity date or refinance the SCL Credit Facility, we would be required to seek alternative forms of capital to repay the outstanding balance and our available liquidity may be reduced.

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 $6.45 billion and restricted cash and cash equivalents of approximately $16 million as of June 30, 2022, which approximately $1.33 billion of the unrestricted amount is held by non-U.S.

We held unrestricted cash and cash equivalents of approximately $5.84 billion and restricted cash of approximately $289 million as of September 30, 2022, which approximately $1.92 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

Of the $1.33 billion, approximately $951 million is available to be repatriated to the U.S.

Of the $1.92 billion, approximately $1.42 billion is available to be repatriated to the U.S.

and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.

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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 $2.96 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 $2.65 billion at exchange rates in effect on June 30, 2022) under our Singapore Delayed Draw Term Facility as of June 30, 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 the requirements in connection with the Macao concession renewal, our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations.

We believe the unrestricted cash and cash equivalents of $5.84 billion and cash flow generated from operations, as well as the $2.95 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 $2.57 billion at exchange rates in effect on September 30, 2022) under our Singapore Delayed Draw Term Facility as of September 30, 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 the requirements in connection with the Macao concession tendering, 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 six months ended June 30, 2022, SCL drew down $67 million and HKD 4.96 billion (approximately $632 million at exchange rates in effect on June 30, 2022) under its revolving credit facility for general corporate purposes.

During the nine months ended September 30, 2022, SCL drew down $67 million and HKD 4.96 billion (approximately $632 million at exchange rates in effect on September 30, 2022) under its revolving credit 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.

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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.

Share Repurchase Program

In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020.

In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, our Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $916 million to November 2024.

As of September 30, 2022, we have remaining authorization to repurchase $916 million of our outstanding common shares.

Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise.

The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.

Aggregate Indebtedness and Other Contractual Obligations

As of June 30, 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 $700 million draw on the 2018 SCL Revolving Credit Facility and accompanying interest and the aggregate 0.50% per annum increase in fixed interest on the SCL Senior Notes due to a downgraded credit rating from Standard & Poor’s and Fitch;

As of September 30, 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 $700 million draw on the 2018 SCL Revolving Credit Facility and accompanying interest and the aggregate 0.50% per annum increase in fixed interest on the SCL Senior Notes due to a downgraded credit rating from Standard & Poor’s and Fitch;

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

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_______________________

(1) Represents the six -month period ending December 31, 2022.

(1) Represents the three-month period ending December 31, 2022.

(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt” for further details on these financing transactions.

(3) Based on the 1-month rate as of June 30, 2022 , London Interbank Offered Rate (“LIBOR”) and Hong Kong Interbank Offered Rate (“HIBOR”) of 1.79% and 0.87% plus the applicable interest rate spread in accordance with the respective debt agreement.

(3) Based on the 1-month rate as of September 30, 2022 , London Interbank Offered Rate (“LIBOR”) and Hong Kong Interbank Offered Rate (“HIBOR”) of 3.14% and 2.62% plus the applicable interest rate spread in accordance with the respective debt agreement.

Special Note Regarding Forward-Looking Statements

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

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

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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 possibility that the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong;

• the possibility that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in which regulatory oversight is conducted in Macao;

• 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 establish and protect our intellectual property rights;

• the possibility that our securities may be prohibited from being traded in the U.S.

securities market under the Holding Foreign Companies Accountable Act;

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

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• the continued services of our key officers;

• risks related to our loan receivables;

• any potential conflict between the interests of our Principal Stockholders and us;

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• the completion of infrastructure projects in Macao;

• limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi;

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

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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