What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-04-21 compared with 2022-10-21 · 158 added, 636 removed, 407 unchanged (66% 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 (the “Las Vegas Sale”).

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 nine months ended September 30, 2022.

COVID-19 Pandemic Update

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 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 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.

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

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

The Macao government announced total visitation from mainland China to Macao decreased 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 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.

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.

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

If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to inbound travel from other countries are not modified or eliminated, there is a resumption of the suspension of the China Individual Visit Scheme, or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.

While our 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 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

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

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 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.

The total casino areas and supporting areas subject to reversion is approximately 136,000 square meters, representing approximately 4.7% of the total property area of these entities.

On June 21, 2022, the Macao Legislative Assembly passed a draft bill entitled Amendment to Law No.

16/2001 to amend Macao’s gaming law, which was published in the Macao Official Gazette on June 22, 2022 as Law No.

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

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 $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%;

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

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

On July 5, 2022, the Macao government published Administrative Regulation No.

28/2022 – Amendment of Administrative Regulation No.

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;

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

Under our Sands China Ltd.

(“SCL”) senior notes indentures, 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").

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 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 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.

From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.

Since then, visitation to our Macao Integrated Resorts and operations have improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 59.5% and decreased approximately 60.6%, during the two months ended February 28, 2023 (the latest statistics currently available), as compared to the same period in 2022 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue increased approximately 94.9% and decreased approximately 54.5%, during the three months ended March 31, 2023, as compared to the same period in 2022 and 2019, respectively.

From 2020 through early 2022, our operations in Singapore were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel for all travelers, including short-term visitors, which has had and continues to have a positive impact on operations at Marina Bay Sands.

Airlift passenger movement has increased with 8.37 million passengers having passed through Singapore's Changi Airport in January and February 2023 (the latest statistics currently available), an increase of 488% and a decrease of 22% compared to the same period in 2022 and 2019, respectively.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 246,000 in 2022 to 2.9 million for the three months ended March 31, 2023, while visitation decreased 37.9% when compared to the same period in 2019.

While the disruptions arising from the COVID-19 pandemic have subsided, given the dynamic nature of these circumstances, the potential future impact on our consolidated results of operations, cash flows and financial condition is uncertain.

However, we have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $6.53 billion and access to $1.50 billion, $537 million and $444 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of March 31, 2023.

We believe we are able to support continuing operations and complete our major construction projects that are underway.

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 2022 Annual Report on Form 10-K filed on February 3, 2023.

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.

There were no newly identified significant accounting estimates during the three months ended March 31, 2023, nor were there any material changes to the critical accounting policies and estimates discussed in our 2022 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, are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands 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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Generally, slot machine play is conducted on a cash basis.

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.:

The volume measurements in the U.S.

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

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

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

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

In Macao and Singapore, 10.5% and 14.0%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2023.

Hotel revenue measurements:

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

Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

Summary Financial Results

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 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.

In late December 2022 and early January 2023, the China, Macao and Hong Kong governments lifted most COVID-19 restrictions, which resulted in increased visitation in Macao and the surrounding regions.

In April 2022, COVID-19 restrictions in Singapore were eased, which resulted in increased visitation to Marina Bay Sands.

Net revenues for the three months ended March 31, 2023, were $2.12 billion, compared to $943 million for the three months ended March 31, 2022.

Operating income was $378 million for the three months ended March 31, 2023, compared to an operating loss of $302 million for the three months ended March 31, 2022.

Net income from continuing operations was $145 million for the three months ended March 31, 2023, compared to a net loss from continuing operations of $478 million for the three months ended March 31, 2022.

The reopening of more borders and elimination of most pandemic-related restrictions in Macao and elimination of restrictions in Singapore positively impacted our financial results.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2023 2022 Percent

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Total net revenues $ 2,120 $ 943 124.8 %

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.

Consolidated net revenues were $2.12 billion for the three months ended March 31, 2023, an increase of $1.18 billion compared to $943 million for the three months ended March 31, 2022.

The increase was due to increases of $728 million and $449 million at our Macao operations and Marina Bay Sands, respectively.

Net casino revenues increased $914 million compared to the three months ended March 31, 2022.

The increase was due to increases of $589 million and $325 million at our Macao operations and Marina Bay Sands, respectively.

The elimination of COVID-19 restrictions in Macao beginning in late December 2022 and elimination of restrictions in April 2022 in Singapore led to increased visitation and table games and slot volumes.

The following table summarizes the results of our casino activity:

Three Months Ended September 30,

Three Months Ended March 31,

2023 2022 Change

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Slot hold percentage 4.1 % 3.3 % 0.80 pts

Three Months Ended September 30,

2022 2021 Change

(Dollars in millions)

The Plaza Macao and Four Seasons Macao

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Slot hold percentage 3.5 % 3.3 % 0.2 pts

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 510 $ 142 259.2 %

Non-Rolling Chip drop $ 1,258 $ 638 97.2 %

Non-Rolling Chip win percentage 18.6 % 11.7 % 6.9 pts

Rolling Chip volume $ 6,837 $ 459 1,389.5 %

Rolling Chip win percentage 3.47 % 4.05 % (0.58) pts

Slot handle $ 4,424 $ 2,299 92.4 %

Slot hold percentage 4.3 % 4.2 % 0.1 pts

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

Room revenues increased $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 September 30,

2022 2021 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 10 $ 18 (44.4) %

Occupancy rate 36.7 % 48.4 % (11.7) pts

Average daily room rate (ADR) $ 135 $ 149 (9.4) %

Revenue per available room (RevPAR) $ 50 $ 72 (30.6) %

The Londoner Macao

Total room revenues $ 10 $ 22 (54.5) %

Occupancy rate 23.2 % 38.8 % (15.6) pts

Average daily room rate (ADR) $ 159 $ 155 2.6 %

Revenue per available room (RevPAR) $ 37 $ 60 (38.3) %

The Parisian Macao

Total room revenues $ 5 $ 12 (58.3) %

Occupancy rate 37.1 % 52.5 % (15.4) pts

Average daily room rate (ADR) $ 98 $ 116 (15.5) %

Revenue per available room (RevPAR) $ 36 $ 61 (41.0) %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 5 $ 11 (54.5) %

Occupancy rate 19.8 % 41.3 % (21.5) pts

Average daily room rate (ADR) $ 453 $ 439 3.2 %

Revenue per available room (RevPAR) $ 90 $ 181 (50.3) %

Total room revenues $ 1 $ 2 (50.0) %

Occupancy rate 43.8 % 63.2 % (19.4) pts

Average daily room rate (ADR) $ 157 $ 134 17.2 %

Revenue per available room (RevPAR) $ 69 $ 85 (18.8) %

Singapore Operations:

Marina Bay Sands (1)

Total room revenues $ 92 $ 35 162.9 %

Occupancy rate 96.0 % 71.7 % 24.3 pts

Average daily room rate (ADR) $ 515 $ 235 119.1 %

Revenue per available room (RevPAR) $ 494 $ 169 192.3 %

__________________________

(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 September 30,

2022 2021 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 26 $ 49 (46.9) %

Mall gross leasable area (in square feet) 814,771 814,731 — %

Occupancy 79.1 % 78.7 % 0.4 pts

Base rent per square foot $ 286 $ 296 (3.4) %

Tenant sales per square foot (1)

$ 1,021 $ 1,368 (25.4) %

Shoppes at Londoner

Total mall revenues $ 9 $ 13 (30.8) %

Mall gross leasable area (in square feet) 605,461 520,302 16.4 %

Occupancy 54.9 % 60.4 % (5.5) pts

Base rent per square foot $ 136 $ 138 (1.4) %

Tenant sales per square foot (1)

$ 1,112 $ 1,240 (10.3) %

Shoppes at Parisian

Total mall revenues $ 5 $ 10 (50.0) %

Mall gross leasable area (in square feet) 296,322 296,322 — %

Occupancy 73.8 % 76.7 % (2.9) pts

Base rent per square foot $ 121 $ 146 (17.1) %

Tenant sales per square foot (1)

$ 376 $ 683 (44.9) %

Shoppes at Four Seasons

Total mall revenues $ 23 $ 52 (55.8) %

Mall gross leasable area (in square feet) 248,674 244,193 1.8 %

Occupancy 94.4 % 94.3 % 0.1 pts

Base rent per square foot $ 542 $ 550 (1.5) %

Tenant sales per square foot (1)

$ 4,301 $ 6,298 (31.7) %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 55 $ 41 34.1 %

Mall gross leasable area (in square feet) 622,007 622,073 — %

Occupancy 99.8 % 97.5 % 2.3 pts

Base rent per square foot $ 283 $ 265 6.8 %

Tenant sales per square foot (1)

$ 2,359 $ 1,480 59.4 %

__________________________

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

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

2022 2021 Percent

(Dollars in millions)

Casino $ 410 $ 451 (9.1) %

Rooms 41 40 2.5 %

Food and beverage 83 55 50.9 %

Mall 16 17 (5.9) %

Convention, retail and other 27 21 28.6 %

Provision for credit losses 8 3 166.7 %

General and administrative 238 223 6.7 %

Corporate 53 64 (17.2) %

Pre-opening 4 6 (33.3) %

Development 26 13 100.0 %

Depreciation and amortization 260 262 (0.8) %

Amortization of leasehold interests in land 14 14 — %

Loss on disposal or impairment of assets 2 4 (50.0) %

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

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 $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.

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 September 30,

2022 2021 Percent

(Dollars in millions)

The Venetian Macao $ (37) $ 40 (192.5) %

The Londoner Macao (60) (33) 81.8 %

The Parisian Macao (37) 5 (840.0) %

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

Sands Macao (22) (21) 4.8 %

Ferry Operations and Other (2) (1) 100.0 %

(152) 32 (575.0) %

Marina Bay Sands 343 15 2,186.7 %

Consolidated adjusted property EBITDA (1)

$ 191 $ 47 306.4 %

__________________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

Consolidated adjusted property EBITDA is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation.

Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.

Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.

Not all companies calculate adjusted property EBITDA in the same manner.

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

Three Months Ended September 30,

(In millions)

Consolidated adjusted property EBITDA $ 191 $ 47

Other Operating Costs and Expenses

Stock-based compensation (a)

Corporate (53) (64)

Pre-opening (4) (6)

Development (26) (13)

Depreciation and amortization (260) (262)

Amortization of leasehold interests in land (14) (14)

Loss on disposal or impairment of assets (2) (4)

Operating loss (177) (316)

Other Non-Operating Costs and Expenses

Interest income 38 1

Interest expense, net of amounts capitalized (183) (157)

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 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 September 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 15,491 $ 14,574

Weighted average interest rate

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

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 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 December 31, 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 guidelines.

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.

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

Summary Financial Results

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 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:

Nine Months Ended September 30,

2022 2021 Percent

(Dollars in millions)

Casino $ 1,973 $ 2,241 (12.0) %

Rooms 315 311 1.3 %

Food and beverage 198 148 33.8 %

Mall 416 469 (11.3) %

Convention, retail and other 91 57 59.6 %

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

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:

Nine Months Ended September 30,

2022 2021 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 308 $ 749 (58.9) %

Non-Rolling Chip drop $ 1,260 $ 2,539 (50.4) %

Non-Rolling Chip win percentage 25.1 % 27.6 % (2.5) pts

Rolling Chip volume $ 1,099 $ 3,522 (68.8) %

Rolling Chip win percentage 3.45 % 4.15 % (0.70) pts

Slot handle $ 835 $ 1,376 (39.3) %

Slot hold percentage 3.8 % 3.8 % — pts

Nine Months Ended September 30,

Three Months Ended March 31,

2023 2022 Change

(Dollars in millions)

The Londoner Macao

Total net casino revenues $ 145 $ 304 (52.3) %

Non-Rolling Chip drop $ 645 $ 1,347 (52.1) %

Non-Rolling Chip win percentage 22.1 % 21.1 % 1.0 pts

Rolling Chip volume $ 770 $ 2,915 (73.6) %

Rolling Chip win percentage 4.74 % 3.39 % 1.35 pts

Slot handle $ 499 $ 709 (29.6) %

Slot hold percentage 3.6 % 3.8 % (0.2) pts

The Parisian Macao

Total net casino revenues $ 83 $ 203 (59.1) %

Non-Rolling Chip drop $ 331 $ 903 (63.3) %

Non-Rolling Chip win percentage 24.4 % 22.0 % 2.4 pts

Rolling Chip volume $ 235 $ 321 (26.8) %

Rolling Chip win percentage 6.78 % 8.53 % (1.75) pts

Slot handle $ 220 $ 620 (64.5) %

Slot hold percentage 3.8 % 3.1 % 0.7 pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 120 $ 233 (48.5) %

Non-Rolling Chip drop $ 406 $ 874 (53.5) %

Non-Rolling Chip win percentage 24.2 % 21.8 % 2.4 pts

Rolling Chip volume $ 1,275 $ 2,273 (43.9) %

Rolling Chip win percentage 4.92 % 5.10 % (0.18) pts

Slot handle $ 16 $ 29 (44.8) %

Slot hold percentage 9.7 % 5.9 % 3.8 pts

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

Non-Rolling Chip drop $ 181 $ 341 (46.9) %

Non-Rolling Chip win percentage 18.1 % 16.4 % 1.7 pts

Rolling Chip volume $ 163 $ 953 (82.9) %

Rolling Chip win percentage 4.49 % 4.49 % — pts

Slot handle $ 316 $ 466 (32.2) %

Slot hold percentage 3.1 % 3.4 % (0.3) pts

Singapore Operations:

7 unchanged sentences

Slot hold percentage 4.2 % 4.1 % 0.1 pts

Nine Months Ended September 30,

2022 2021 Change

(Dollars in millions)

Las Vegas Operating Properties (1)

Total net casino revenues $ 61 $ 304 (79.9) %

Table games drop $ 257 $ 1,137 (77.4) %

Table games win percentage 13.6 % 16.0 % (2.4) pts

Slot handle $ 599 $ 2,683 (77.7) %

Slot hold percentage 8.2 % 8.5 % (0.3) pts

__________________________

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

We completed the sale on February 23, 2022.

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

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.

Room revenues increased $148 million compared to the three months ended March 31, 2022.

The increases in occupancy rates and ADR driven by increased visitation resulted in increases of $89 million and $59 million at our Macao operations and Marina Bay Sands, respectively, compared to the three months ended March 31, 2022.

The following table summarizes the results of our room activity:

Nine Months Ended September 30,

Three Months Ended March 31,

2023 2022 Change

31 unchanged sentences

Revenue per available room (RevPAR) $ 580 $ 215 169.8 %

Las Vegas Operating Properties (2)

Total room revenues $ 78 $ 294 (73.5) %

Occupancy rate 84.6 % 76.2 % 8.4 pts

Average daily room rate (ADR) $ 247 $ 209 18.2 %

Revenue per available room (RevPAR) $ 209 $ 160 30.6 %

__________________________

(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.

We completed the sale on February 23, 2022.

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

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.

(1) During the three months ended March 31, 2023, rooms that were out of service due to labor resource shortages were included in the 2023 hotel statistics.

(2) During the three months ended March 31, 2023, approximately 500 rooms were under construction for renovation purposes.

Food and beverage revenues increased $71 million compared to the three months ended March 31, 2022.

The increased business volume at food and beverage outlets and in banquet operations resulted in increases of $48 million and $23 million at Marina Bay Sands and our Macao operations, respectively.

Mall revenues increased $13 million compared to the three months ended March 31, 2022.

The increase was due to increases of $9 million in Macao, driven by a decrease in rent concessions granted to our mall tenants, and $4 million at Marina Bay Sands, driven by an increase in base rent and a decrease in rent concessions.

Nine Months Ended September 30, (1)

Three Months Ended March 31,

2023 2022 Change

38 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 nine months ended September 30, 2022 and 2021.

This table excludes the results of our retail outlets at Sands Macao.

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

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

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

(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 $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.

Convention, retail and other revenues increased $31 million compared to the three months ended March 31, 2022.

The increase was due to an $18 million increase at our Macao operations, primarily driven by increases of $8 million in ferry operations due to the resumption of ferry services in January 2023, $5 million in retail and other revenues (e.g., limo and spa), and $3 million in entertainment revenue driven by increases in visitation.

In addition, a $13 million increase at Marina Bay Sands was driven primarily by increases of $6 million in convention revenue and $6 million in other revenues (e.g., museum, SkyPark, and transportation).

Operating Expenses

Our operating expenses consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

2023 2022 Percent

5 unchanged sentences

Convention, retail and other 39 22 77.3 %

Provision for credit losses 14 9 55.6 %

Provision for (recovery of) credit losses (6) 4 (250.0) %

General and administrative 251 218 15.1 %

6 unchanged sentences

Total operating expenses $ 1,742 $ 1,245 39.9 %

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 $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.

Operating expenses were $1.74 billion for the three months ended March 31, 2023, an increase of $497 million compared to $1.25 billion for the three months ended March 31, 2022, primarily driven by increases of $406 million in casino expenses, $39 million in food and beverage expenses, and $33 million in general and administrative expenses.

Casino expenses increased $406 million compared to the three months ended March 31, 2022.

The increase was primarily attributable to increases of $286 million and $86 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues, increases in gaming tax rates of 1% in Macao and 3% in Singapore, and a 1% increase in value added tax in Singapore.

Room expenses increased $13 million compared to the three months ended March 31, 2022.

The increase was attributable to increases of $7 million and $6 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased room revenues.

Food and beverage expenses increased $39 million compared to the three months ended March 31, 2022.

The increase was due to increases of $33 million and $6 million at Marina Bay Sands and our Macao operations, respectively, primarily driven by increased food outlet and banquet volumes.

Convention, retail and other expenses increased $17 million compared to the three months ended March 31, 2022, primarily driven by increases of $9 million and $6 million at our Macao operations and Marina Bay Sands, respectively.

The increases were primarily driven by increases of $7 million in ferry operation expenses due to the resumption of ferry services in January 2023, $3 million in entertainment expenses due to increased event volume, $2 million in convention expenses and $1 million in retail expenses.

Recovery of credit losses was $6 million for three months ended March 31, 2023, compared to a provision for credit losses of $4 million for the three months ended March 31, 2022.

The $10 million decrease was primarily

driven by collections on Macao casino receivables that were fully reserved for.

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.

General and administrative expenses increased $33 million compared to the three months ended March 31, 2022.

The increase was primarily due to increases of $26 million and $7 million at Marina Bay Sands and our Macao operations, respectively, driven by increases in payroll and marketing costs, utilities and property taxes.

Development expenses were $42 million for the three months ended March 31, 2023, compared to $60 million for the three months ended March 31, 2022.

During the three months ended March 31, 2023, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in New York, Texas and digital gaming related efforts.

Development costs are expensed as incurred.

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.

Loss on disposal or impairment of assets was $14 million for three months ended March 31, 2023, compared to $6 million for the three months ended March 31, 2022.

The losses incurred for the three months ended March 31, 2023, were primarily due to $8 million in demolition costs related to the renovation at Marina Bay Sands and a $6 million disposal at our Macao operations.

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

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Nine Months Ended September 30,

Three Months Ended March 31,

2023 2022 Percent

10 unchanged sentences

$ 792 $ 110 620.0 %

Las Vegas Operating Properties (2)

__________________________

____________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

8 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.

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

8 unchanged sentences

Loss on disposal or impairment of assets (14) (6)

Operating loss (626) (551)

Operating income (loss) 378 (302)

Other Non-Operating Costs and Expenses

2 unchanged sentences

Other expense (35) (22)

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 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.

We completed the sale on February 23, 2022.

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

Adjusted property EBITDA at our Macao operations decreased $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 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.

Income tax expense (50) (2)

Net income (loss) from continuing operations $ 145 $ (478)

__________________________

(a) During the three months ended March 31, 2023 and 2022, we recorded stock-based compensation expense of $22 million and $14 million, respectively, of which $11 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $409 million compared with the three months ended March 31, 2022, primarily due to increases in casino, room, food and beverage and mall revenues due to increased visitation at our Macao properties driven by the elimination of most COVID-19 restrictions in late December 2022 and early January 2023.

Adjusted property EBITDA at Marina Bay Sands increased $273 million compared to the three months ended March 31, 2022, 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 in April 2022.

Interest Expense

The following table summarizes information related to interest expense:

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost increased $62 million compared to the three months ended March 31, 2022, primarily resulting from an increase in our weighted average total debt balance due to $999 million drawn on the SCL Revolving Facility during the twelve months ended March 31, 2023.

The weighted average interest rate increased from 4.2% to 5.4% during the three months ended March 31, 2023 when compared to the three months ended March 31, 2022, primarily driven by the increase in the underlying benchmark rates on our SCL Revolving Facility and 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.

Other Factors Affecting Earnings

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 $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 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 $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.

Interest income was $70 million for the three months ended March 31, 2023, compared to $4 million for the three months ended March 31, 2022.

Interest income during the three months ended March 31, 2023, was primarily attributed to $63 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 properties in February 2022 and higher market interest rates.

We also had $7 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas properties.

Other expense was $35 million for the three months ended March 31, 2023, compared to $22 million for the three months ended March 31, 2022.

Other expense during the three months ended March 31, 2023, was primarily attributable to foreign currency transaction losses driven by the U.S.

dollar-denominated debt held by Sands China Ltd (“SCL”).

Our income tax expense was $50 million on income before income taxes of $195 million for the three months ended March 31, 2023, resulting in an 25.6% effective income tax rate.

This compares to a 0.4% effective income tax rate for the three months ended March 31, 2022.

The income tax expense for the three months ended March 31, 2023, 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 our estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.

We have had the benefit of a corporate tax exemption in Maca o, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities.

We continued to benefit from this tax exemption through December 31, 2022.

Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.

In December 2022, we requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate.

We are evaluating the timing of an application for a new shareholder dividend tax agreement.

There is no assurance either of these arrangements will be granted.

The net loss attributable to our noncontrolling interests was $2 million for the three months ended March 31, 2023, compared to $101 million for the three months ended March 31, 2022.

These amounts are related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

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

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

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the three months ended September 30, 2022

Mall revenues:

Minimum rents (1)

$ 40 $ 29 $ 7 $ 5 $ 37

Overage rents

Rent concessions (2)

(22) (9) (3) (3) —

Total overage rents and rent concessions (20) (8) (1) (3) 11

CAM, levies and direct recoveries 6 2 3 3 7

Total mall revenues

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (4)

Mall-related expenses (5)

$ 3 $ 2 $ 3 $ 1 $ 8

For the three months ended September 30, 2021

Mall revenues:

Minimum rents (1)

$ 45 $ 29 $ 8 $ 7 $ 35

Overage rents 4 20 3 1 6

Rent concessions (2)

(8) — (1) (1) (6)

Total overage rents and rent concessions (4) 20 2 — —

CAM, levies and direct recoveries 8 3 3 3 6

Total mall revenues

49 52 13 10 41

Mall operating expenses:

Common area maintenance

Marketing and other direct operating expenses

Mall operating expenses

Property taxes (4)

Mall-related expenses (5)

$ 4 $ 2 $ 2 $ 2 $ 7

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2023 and 2022:

Venetian Shoppes at

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(In millions)

For the nine months ended September 30, 2022

For the three months ended March 31, 2023

Mall revenues:

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Overage rents 3 4 3 1 7

Rent concessions (2)

(41) (10) (4) (6) —

Total overage rents and rent concessions

(38) (7) 4 (5) 27

CAM, levies and direct recoveries 7 2 3 2 8

Total mall revenues 51 36 14 8 53

111 90 35 20 159

Mall operating expenses:

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$ 6 $ 4 $ 3 $ 2 $ 8

For the nine months ended September 30, 2021

For the three months ended March 31, 2022

Mall revenues:

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Overage rents 1 1 4 1 7

10 28 13 3 14

Rent concessions (2)

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Total mall revenues 44 34 14 8 49

144 125 42 30 127

Mall operating expenses:

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Property taxes (3)

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

Mall-related expenses (4)

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____________________

These tables exclude the results of our mall operations at Sands Macao.

This table excludes the results of our retail outlets at Sands Macao.

(1) Minimum rents include base rents and straight-line adjustments of base rents.

(2) Rent concessions were provided to tenants as a result of the COVID-19 pandemic and the impact on mall operations.

(3) The amount for Marina Bay Sands of $6 million related to a grant provided by the Singapore government to lessors to support small and medium enterprises impacted by the COVID-19 Pandemic in connection with their rent obligations.

(3) 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 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.

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

The exemption for The Venetian Macao and The Plaza Macao

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

(4) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.

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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 $3.14 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.

(“MBS”) and 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 luxury 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 minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.39 billion at exchange rates in effect on March 31, 2023).

The estimated cost and timing of the total project will be updated as we complete design and begin construction.

We expect the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors.

We have incurred approximately $1.05 billion as of March 31, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On March 22, 2023, MBS and the STB entered into a supplemental agreement (the “Supplemental Agreement”), which further extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement.

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

On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022.

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

As noted above, we are in the process of completing the design and reviewing the budget and timing of the MBS expansion due to various factors.

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

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

We also began the approximately $1.0 billion renovation of Marina Bay Sands, which is expected to introduce world-class suites in Tower 1 and Tower 2, and substantially upgrade the overall guest experience for premium customers.

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

We are also accomplishing the approximately $1.0 billion renovation of Marina Bay Sands, which will introduce world-class suites in Tower 1 and Tower 2, and substantially upgrade the overall guest experience for premium customers.

This project is in addition to our previously announced plans for the MBS Expansion Project and is expected to be completed by the end of 2023.

Under the Concession, we are required to invest a minimum of 30.24 billion patacas (approximately $3.74 billion at exchange rates in effect on March 31, 2023), in certain gaming and non-gaming projects in Macao by December 2032.

The specific investments to be carried out are determined annually by VML and proposed to the Macao government for approval.

These investments will be in connection with, among others, attracting international visitors to Macao, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao’s position as a city of gastronomy, and increasing community and maritime tourism.

We expect to invest 27.80 billion patacas (approximately $3.44 billion at exchange rates in effect on March 31, 2023) in non-gaming projects.

VML submitted the list of investments and projects it intends to carry out in 2023 to the Macao government on March 31, 2023 and is currently pending their approval.

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

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Our cash flows consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

Net cash used in operating activities from continuing operations $ (840) $ (345)

Net cash generated from (used in) operating activities from continuing operations $ 441 $ (500)

Cash flows from investing activities from continuing operations:

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Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options — 19

Tax withholding on vesting of equity awards (1) —

2 unchanged sentences

Payments of financing costs (1) (9)

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

Transactions with discontinued operations — 4,998

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

Net cash provided by discontinued operations $ — $ 2

Net cash (used in) generated from financing activities from continuing operations $ (36) $ 5,173

Cash Flows — Operating Activities

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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.

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 and July 2022.

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 from operating activities for the three months ended March 31, 2023, increased $941 million as compared to the three months ended March 31, 2022.

The increase in cash generated from operations was primarily due to our Macao and Singapore operations generating increased operating income driven by the acceleration of visitation and the elimination of most pandemic-related restrictions in Singapore, beginning in April 2022, and in Macao, beginning in late December 2022, partially offset by increased receivables due to greater casino revenues.

Cash Flows — Investing Activities

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.

Capital expenditures for the three months ended March 31, 2023, totaled $166 million.

Included in this amount was $115 million for construction activities at Marina Bay Sands in Singapore and $38 million for construction and development activities in Macao, which consisted of $24 million for The Londoner Macao, $11 million for The Venetian Macao, $2 million for The Plaza Macao and Four Seasons Macao and $1 million for Sands Macao.

Additionally, this amount included $13 million for corporate and other costs.

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

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

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

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Cash Flows — Financing Activities

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.

Net cash flows used in financing activities were $36 million for the three months ended March 31, 2023, which was primarily attributable to $17 million in repayments on long-term debt and $17 million in other financial liability payments.

Net cash flows generated from financing activities were $5.17 billion for the three months ended March 31, 2022, which was primarily attributable to the net proceeds from the sale of the Las Vegas properties of $4.89 billion.

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

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

Net cash flows generated from financing activities were $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 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

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

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

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

The net proceeds of approximately $4.37 billion, after working capital adjustments, transaction costs and the payment of income taxes throughout 2022, will be used for incremental liquidity and general corporate purposes, which may include capital expenditures and development activities.

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

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

Our 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.

In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, through and including December 31, 2022.

In July 2021, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through January 1, 2023.

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

Our compliance with our financial covenants for periods beyond December 31, 2022 could be affected by certain factors beyond our control, such as the impact of the COVID-19 Pandemic, including current travel, quarantine 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.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements.

As of March 31, 2023, our U.S.

and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.2x and 2.4x, respectively, compared to the maximum leverage ratios allowed of 4.0x and 4.5x, respectively.

If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.

In November 2022, SCL entered into a waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through July 31, 2023.

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 $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.

If we are unable to extend the maturity date or refinance the 2018 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.

On January 30, 2023, LVSC entered into the Fourth Amendment with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ending on and including December 31, 2023, as follows:

(i) for the fiscal quarter ending March 31, 2023, consolidated adjusted EBITDA for such fiscal quarter multiplied by four, (ii) for the fiscal quarter ending June 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the immediately preceding fiscal quarter multiplied by two, and (iii) for the fiscal quarter ending September 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the two immediately preceding fiscal quarters, multiplied by four-thirds;

(b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2023;

and (c) extend the period during which LVSC is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2023.

We held unrestricted cash and cash equivalents of approximately $6.53 billion and restricted cash of approximately $124 million as of March 31, 2023, which approximately $2.67 billion of the unrestricted amount is

held by non-U.S.

subsidiaries.

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.

The remaining unrestricted amounts held by non-U.S.

subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

We believe the 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.

Of the $2.67 billion, approximately $2.09 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements.

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.

We believe the unrestricted cash and cash equivalents of $6.53 billion and cash flow generated from operations, as well as the $2.48 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.78 billion at exchange rates in effect on March 31, 2023) under our Singapore Delayed Draw Term Facility as of March 31, 2023 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations.

In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

During the 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.

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

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

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

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 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.

These transactions are summarized below:

Payments Due During Period Ending December 31,

2023 - 2024 2025 - 2026 Thereafter Total

(In millions)

Long-Term Debt Obligations (2)

2018 SCL Credit Facility — Revolving $ — $ 1,447 $ — $ — $ 1,447

Fixed Interest Payments 17 692 573 520 1,802

Variable Interest Payments (3)

Total $ 36 $ 2,183 $ 573 $ 520 $ 3,312

_______________________

(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 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.

We also believe we are well positioned to support our continuing operations, complete the major construction projects underway and meet our commitments under the Macao Concession.

Special Note Regarding Forward-Looking Statements

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These factors include, among others, the risks associated with:

• the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects;

• our ability to maintain our gaming license and subconcession in Macao and Singapore, including the extension of our subconcession in Macao that expires on December 31, 2022 and the grant of any new concession in Macao;

• our ability to maintain our Concession in Macao and gaming license in Singapore;

• our ability to invest in future growth opportunities;

• 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;

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

• uncertainty about the pace of recovery of travel and tourism in Asia from the impacts of the COVID-19 pandemic;

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

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

• new developments, construction projects and ventures, including our Cotai Strip developments and MBS Expansion Project;

• new developments and construction projects and ventures, including development at our existing properties (for example, development at our Cotai Strip properties and the MBS Expansion Project);

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

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

• fluctuations in currency exchange rates and interest rates;

• fluctuations in currency exchange rates and interest rates, and the possibility of increased expense as a result;

• increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;

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

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

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

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

• our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future;

• the ability of our insurance coverage to cover all possible losses that our properties could suffer and the potential for our insurance costs to increase in the future;

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

• the collectability of our outstanding loans receivable;

• the collectability of our outstanding loan receivable;

• our dependence on chance and theoretical win rates;

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

• reputational risk related to the license of certain of our trademarks;

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

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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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• 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;

• the outcome of any ongoing and future litigation;

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

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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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