Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses and significant restrictions on travel. The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has decreased substantially as a result of various government policies limiting or discouraging travel. As of the date of this report, other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. Our operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

Macao began administering the COVID-19 vaccine to front-line health workers on February 9, 2021, and to the general population on March 3, 2021.

On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed. Various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks. Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.

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

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,100 hotel rooms) at the Sheraton Grand Macao to the Macao government to house individuals who returned to Macao for quarantine purposes. This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021. From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.

Our Macao gaming operations remained open during the nine months ended September 30, 2021, compared to the same period in 2020 when our Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020. Some of our Macao hotel facilities were also closed during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao, at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020.

Operating hours at restaurants across our Macao properties are continuously being adjusted in line with fluctuations in guest visitation. The majority of retail outlets in our Macao shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.

Our ferry operations between Macao and Hong Kong remain suspended. The timing and manner in which our normal ferry operations will be able to resume are currently unknown.

Our Macao operations have been significantly impacted by the reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased to 1.6 million visits during the quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, 2021, from approximately 46,000 visits during the quarter ended June 30, 2020. Total visitation increased to a total of approximately 1.1 million visits in July and August 2021 as compared to 267,000 visits during the same two-month period in 2020. The Macao government also announced gross gaming revenue increased by 75.6% during the nine months ended September 30, 2021, as compared to the same period in 2020.

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with certain visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures. Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts. All operations are currently subject to limited capacities and other social distancing measures. Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.

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

Our operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government authorities.

As a result of the border closures, visitation to Marina Bay Sands continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced total visitation to Singapore decreased to approximately 70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same period in 2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation increased to a total of approximately 34,000 visits in July and August 2021 as compared to 16,000 visits during the same two-month period in 2020.

Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and our Las Vegas Operating Properties are operating under pre-pandemic guidelines.

Las Vegas started administering the COVID-19 vaccine in early 2021 and, effective April 5, 2021, all individuals, 16 and older are eligible to receive the vaccine.

During the nine months ended September 30, 2021, our Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year. This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020, The Venetian Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject to reduced capacity. Convention, meeting and certain entertainment related operations remained closed for a portion of the nine months ended September 30, 2020.

Visitation to our Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased as restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in 2020, respectively. Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross

gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively. Total gross gaming revenue increased to $1.42 billion in July and August 2021, as compared to $647 million during the same two-month period in 2020.

At our Macao properties and Marina Bay Sands, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will continue to have on operations in future periods. If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China Individual Visit Scheme and other global restrictions on inbound travel from other countries are not modified or eliminated, or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be further materially impacted.

While our Macao and Singapore properties were open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above during the nine months ended September 30, 2021, the current economic and regulatory environment on a global basis and in each of our jurisdictions continues to evolve. We cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could significantly alter our current operations.

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of $1.64 billion and access to $1.50 billion, $2.0 billion and $436 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.71 billion at exchange rates in effect on September 30, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project (subject to restrictions as described further below under Development Projects), as of September 30, 2021. We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.

Operations

We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.

On March 2, 2021, we entered into definitive agreements to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P, a subsidiary of VICI Properties Inc. The closing of the transaction is subject to regulatory review and other closing conditions and we anticipate the closing of the transaction in the first quarter of 2022.

Macao Subconcession

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one. These concession agreements expire on June 26, 2022. If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022. In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML. It is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact us.

Under our SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd. (“SCL”) subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same

manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, holders of the SCL senior notes can require us to repurchase all or any part of the SCL senior notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).

Additionally, under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL senior notes (as described above) would be an event of default, which may result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.

The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows. We intend to follow the process for a concession renewal once the process and requirements are announced by the Macao government. We are actively monitoring developments with respect to the Macao government’s concession renewal process and continue to believe our subconcession will be extended or renewed beyond June 26, 2022.

Critical Accounting Policies and Estimates

For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2020 Annual Report on Form 10-K filed on February 5, 2021.

There were no newly identified significant accounting estimates during the nine months ended September 30, 2021, nor were there any material changes to the critical accounting policies and estimates discussed in our 2020 Annual Report.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties 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.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 26.7%, 21.6%, 22.3%, 22.1%, 16.9% and 16.6% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.9%, 3.9%, 3.3%, 5.7%, 3.3% and 4.3% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 15.2% and 8.1%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2021.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Our slot machines have produced a trailing 12-month hold percentage of 8.4%. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 53.9% of our table games play at our Las Vegas Operating Properties, for the nine months ended September 30, 2021, was conducted on a credit basis.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao and Singapore governments for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

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

Summary Financial Results

Our financial results have improved as a result of increased visitation as COVID-19 Pandemic travel restrictions have been lifted in some jurisdictions, and social distancing measures and operating capacity limitations have eased. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended September 30, 2021, were $857 million, compared to $446 million for the three months ended September 30, 2020.

Operating loss was $316 million for the three months ended September 30, 2021, compared to $523 million for the three months ended September 30, 2020. Net loss from continuing operations was $594 million for the three months ended September 30, 2021, compared to $664 million for the three months ended September 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Casino$533$28189.7%
Rooms10035185.7%
Food and beverage423135.5%
Mall1658398.8%
Convention, retail and other17166.3%
Total net revenues$857$44692.2%

Consolidated net revenues were $857 million for the three months ended September 30, 2021, an increase of $411 million compared to $446 million for the three months ended September 30, 2020. The increase is due to a $444 million increase at our Macao operations, partially offset by a $33 million decrease at Marina Bay Sands. The increase at our Macao operations was due to increased visitation compared to the three months ended September 30, 2020; however, tighter border restrictions were introduced in late July and September 2021 as a result of increased positive COVID-19 cases in the region. The $33 million decrease at Marina Bay Sands was primarily due to lower visitation and the closure of the property from July 22 to August 4, 2021.

Net casino revenues increased $252 million compared to the three months ended September 30, 2020. The change was driven by a $307 million increase at our Macao operations due to higher visitation across our properties resulting in increased Non-Rolling Chip drop, Rolling Chip volume and slot handle. Casino revenues at Marina Bay Sands decreased $55 million due to a decrease in Rolling Chip volume and slot handle, driven by the temporary closure of gaming operations at the property from July 22 to August 4, 2021. The following table summarizes the results of our casino activity:

Three Months Ended September 30,
20212020Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues$176$32450.0%
Non-Rolling Chip drop$632$118435.6%
Non-Rolling Chip win percentage27.9%22.5%5.4pts
Rolling Chip volume$781$188315.4%
Rolling Chip win percentage2.22%3.93%(1.71)pts
Slot handle$362$101258.4%
Slot hold percentage3.8%4.6%(0.8)pts
The Londoner Macao
Total net casino revenues$80$51,500.0%
Non-Rolling Chip drop$388$291,237.9%
Non-Rolling Chip win percentage20.5%19.5%1.0pts
Rolling Chip volume$1,266$—100.0%
Rolling Chip win percentage2.04%—%2.04pts
Slot handle$225$36525.0%
Slot hold percentage3.8%2.9%0.9pts
Three Months Ended September 30,
20212020Change
(Dollars in millions)
The Parisian Macao
Total net casino revenues$75$26188.5%
Non-Rolling Chip drop$246$44459.1%
Non-Rolling Chip win percentage22.8%19.3%3.5pts
Rolling Chip volume$175$335(47.8)%
Rolling Chip win percentage16.12%6.13%9.99pts
Slot handle$153$44247.7%
Slot hold percentage3.1%5.9%(2.8)pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues$44$10340.0%
Non-Rolling Chip drop$269$41556.1%
Non-Rolling Chip win percentage20.0%14.6%5.4pts
Rolling Chip volume$308$397(22.4)%
Rolling Chip win percentage2.40%2.84%(0.44)pts
Slot handle$7$—100.0%
Slot hold percentage9.7%—%9.7pts
Sands Macao
Total net casino revenues$16$1145.5%
Non-Rolling Chip drop$89$4693.5%
Non-Rolling Chip win percentage17.4%17.9%(0.5)pts
Rolling Chip volume$137$1296.2%
Rolling Chip win percentage0.11%2.67%(2.56)pts
Slot handle$147$67119.4%
Slot hold percentage3.4%3.1%0.3pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues$142$197(27.9)%
Non-Rolling Chip drop$638$42151.5%
Non-Rolling Chip win percentage11.7%17.8%(6.1)pts
Rolling Chip volume$459$1,477(68.9)%
Rolling Chip win percentage4.05%4.23%(0.18)pts
Slot handle$2,299$2,636(12.8)%
Slot hold percentage4.2%4.5%(0.3)pts
U.S. Operations:
Las Vegas Operating Properties**(1)**
Total net casino revenues$141$59139.0%
Table games drop$440$4253.5%
Table games win percentage20.7%8.0%12.7pts
Slot handle$1,057$58879.8%
Slot hold percentage8.7%8.4%0.3pts

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

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

Room revenues increased $65 million compared to the three months ended September 30, 2020. The increase was primarily due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties compared to the three months ended September 30, 2020. The following table summarizes the results of our room activity:

Three Months Ended September 30,
20212020Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues$18$3500.0%
Occupancy rate48.4%7.6%40.8pts
Average daily room rate (ADR)$149$198(24.7)%
Revenue per available room (RevPAR)$72$15380.0%
The Londoner Macao
Total room revenues$22$21,000.0%
Occupancy rate38.8%4.0%34.8pts
Average daily room rate (ADR)$155$12920.2%
Revenue per available room (RevPAR)$60$51,100.0%
The Parisian Macao
Total room revenues$12$4200.0%
Occupancy rate52.5%12.7%39.8pts
Average daily room rate (ADR)$116$131(11.5)%
Revenue per available room (RevPAR)$61$17258.8%
The Plaza Macao and Four Seasons Macao
Total room revenues$11$11,000.0%
Occupancy rate41.3%8.7%32.6pts
Average daily room rate (ADR)$439$26068.8%
Revenue per available room (RevPAR)$181$23687.0%
Sands Macao
Total room revenues$2$—N.M.
Occupancy rate63.2%14.5%48.7pts
Average daily room rate (ADR)$134$159(15.7)%
Revenue per available room (RevPAR)$85$23269.6%
Singapore Operations:
Marina Bay Sands
Total room revenues$35$2540.0%
Occupancy rate71.7%55.5%16.2pts
Average daily room rate (ADR)$235$257(8.6)%
Revenue per available room (RevPAR)$169$14318.2%
U.S. Operations:
Las Vegas Operating Properties**(1)**
Total room revenues$142$41246.3%
Occupancy rate96.9%43.7%53.2pts
Average daily room rate (ADR)$228$17431.0%
Revenue per available room (RevPAR)$221$76190.8%

N.M. Not Meaningful

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

Food and beverage revenues increased $11 million compared to the three months ended September 30, 2020. The increase was due to increased visitation during the quarter as compared to the three months ended September 30, 2020.

Mall revenues increased $82 million compared to the three months ended September 30, 2020. The increase was primarily due to a $62 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended September 30, 2020, as well as a $27 million increase in turnover rent. These items were partially offset by a decrease in occupancy percentages across our Macao mall operations.

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,
20212020Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues$49$2781.5%
Mall gross leasable area (in square feet)814,731812,9340.2%
Occupancy78.7%84.9%(6.2)pts
Base rent per square foot$296$302(2.0)%
Tenant sales per square foot(1)$1,368$93546.3%
Shoppes at Londoner**(2)**
Total mall revenues$13$944.4%
Mall gross leasable area (in square feet)520,302525,497(1.0)%
Occupancy60.4%85.6%(25.2)pts
Base rent per square foot$138$10038.0%
Tenant sales per square foot(1)$1,240$476160.5%
Shoppes at Parisian
Total mall revenues$10$666.7%
Mall gross leasable area (in square feet)296,322295,9630.1%
Occupancy76.7%82.5%(5.8)pts
Base rent per square foot$146$152(3.9)%
Tenant sales per square foot(1)$683$40767.8%
Shoppes at Four Seasons
Total mall revenues$52$13300.0%
Mall gross leasable area (in square feet)244,193242,4250.7%
Occupancy94.3%94.3%—pts
Base rent per square foot$550$5441.1%
Tenant sales per square foot(1)$6,298$2,830122.5%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues$41$2846.4%
Mall gross leasable area (in square feet)622,073620,2130.3%
Occupancy97.5%95.0%2.5pts
Base rent per square foot$265$2573.1%
Tenant sales per square foot(1)$1,480$1,22520.8%

Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended September 30, 2021 and 2020. Base rent per square foot presented above excludes the impact of these rent concessions.

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

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

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Casino$451$27464.6%
Rooms402842.9%
Food and beverage55541.9%
Mall171330.8%
Convention, retail and other2122(4.5)%
Provision for credit losses324(87.5)%
General and administrative22319613.8%
Corporate643393.9%
Pre-opening6520.0%
Development133333.3%
Depreciation and amortization2622485.6%
Amortization of leasehold interests in land1414—%
Loss on disposal or impairment of assets455(92.7)%
Total operating expenses$1,173$96921.1%

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

Casino expenses increased $177 million compared to the three months ended September 30, 2020. The increase was primarily attributable to a $143 million increase in gaming taxes due to increased revenues, as previously described.

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

Provision for credit losses decreased $21 million compared to the three months ended September 30, 2020. The decrease was primarily driven by an increase in the aging of patron receivables recorded for the period ended September 30, 2020 in connection with the impact of the COVID-19 Pandemic. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $27 million compared to the three months ended September 30, 2020, due primarily to increases of $17 million and $10 million at Marina Bay Sands and our Macao properties, respectively. The increases were primarily driven by increases in marketing and property operations costs.

Corporate expenses increased $31 million compared to the three months ended September 30, 2020, primarily due to a $19 million increase in payroll and related costs, driven by no bonus expense recorded during the three months ended September 30, 2020. The remainder of the increase is due to increases in information technology costs and legal fees.

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

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

Loss on disposal or impairment of assets decreased $51 million compared to the three months ended September 30, 2020. The losses incurred for the three months ended September 30, 2021 and September 30, 2020, were primarily due to asset disposals and demolition costs related to The Londoner Macao.

Segment Adjusted Property EBITDA

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

Three Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Macao:
The Venetian Macao$40$(78)(151.3)%
The Londoner Macao(33)(71)(53.5)%
The Parisian Macao5(40)(112.5)%
The Plaza Macao and Four Seasons Macao42(15)(380.0)%
Sands Macao(21)(26)(19.2)%
Ferry Operations and Other(1)(3)(66.7)%
32(233)(113.7)%
Marina Bay Sands1570(78.6)%
Consolidated adjusted property EBITDA(1)$47$(163)(128.8)%
Las Vegas Operating Properties(2)$132$(40)(430.0)%

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

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

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

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

Discontinued Operations

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

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended September 30,
20212020
(Dollars in millions)
Interest cost$160$139
Less — capitalized interest(3)(5)
Interest expense, net$157$134
Weighted average total debt balance$14,574$14,004
Weighted average interest rate4.4%4.0%

Interest cost increased $21 million compared to the three months ended September 30, 2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes on June 4, 2020 and draws on the SCL revolver during the three months ended March 31, 2021. Additionally, the weighted average interest rate increased from 4.0% to 4.4% during the three months ended September 30, 2021, as a result of the expiration of interest rate swaps in August 2020 related to the SCL senior notes that were issued in 2018.

Other Factors Affecting Earnings

Loss on early retirement of debt of $137 million for the three months ended September 30, 2021 was due to the issuance of new SCL senior notes, which funds were utilized to repay the outstanding borrowings under the SCL senior notes due in 2023. The loss on early retirement of debt was comprised of a $131 million make-whole premium payment to retire the 2023 senior notes and $6 million of unamortized deferred financing costs (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — SCL Senior Notes”).

Other expense was $12 million for the three months ended September 30, 2021, compared to $5 million for the three months ended September 30, 2020. The change from prior period was due primarily to a $17 million increase in foreign transaction losses driven by the impact of foreign currency exchange rate increase of 235 basis points on the U.S. dollar denominated debt held by SCL, offset by a $7 million increase in foreign currency transaction gains driven by the impact of the foreign currency exchange rate increase of 404 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars.

Our income tax benefit was $27 million on a loss before income taxes of $621 million for the three months ended September 30, 2021, resulting in a (4.3)% effective income tax rate. This compares to a 0.8% effective income tax rate for the three months ended September 30, 2020. The income tax benefit for the three months ended September 30, 2021, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations. Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers receive an income tax exemption on gaming operations through June 2022.

The net loss attributable to our noncontrolling interests was $127 million for the three months ended September 30, 2021, compared to $166 million for the three months ended September 30, 2020. These amounts are related to the noncontrolling interest of SCL.

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

Summary Financial Results

Our financial results have slightly improved as a result of increased visitation as travel restrictions connected with the COVID-19 Pandemic and social distancing measures and operating capacity limitations have eased. Our gaming operations remained open during the nine months ended September 30, 2021, with the exception of our gaming operations in Singapore, which closed for short intervals, compared to the same period in 2020 in which gaming operations in Macao and Singapore were suspended at various times throughout the period. See “COVID-19 Pandemic” for further information. Net revenues for the nine months ended September 30, 2021, were $3.23 billion, compared to $1.93 billion for the nine months ended September 30, 2020. Operating loss was $551 million compared to $1.27 billion for the nine months ended September 30, 2020. Net loss from continuing operations was $1.15 billion for the nine months ended September 30, 2021, compared to $1.60 billion for the nine months ended September 30, 2020.

Operating Revenues

Our net revenues consisted of the following:

Nine Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Casino$2,241$1,35265.8%
Rooms31118171.8%
Food and beverage14810146.5%
Mall469228105.7%
Convention, retail and other5763(9.5)%
Total net revenues$3,226$1,92567.6%

Consolidated net revenues were $3.23 billion for the nine months ended September 30, 2021, an increase of $1.30 billion compared to $1.93 billion for the nine months ended September 30, 2020, due to increases of $1.22 billion and $86 million at our Macao operations and Marina Bay Sands, respectively. The increases were driven by increased visitation, as well as temporary closures of Marina Bay Sands from April 7, 2020 through June 18, 2020, with gaming operations closed through June 30, 2020, and our Macao gaming operations from February 5, 2020 to February 19, 2020, with the exception of The Londoner Macao, which resumed on February 27, 2020, and with the hotel facilities temporarily closed during the casino suspension.

Net casino revenues increased $889 million compared to the nine months ended September 30, 2020, driven by increased visitation, as well as our Macao properties and Marina Bay Sands being closed for a portion of the nine months ended September 30, 2020. Revenues at our Macao operations and Marina Bay Sands increased $864 million and $25 million, respectively, driven by increases in Non-Rolling Chip drop, Rolling Chip volume and slot handle. The following table summarizes the results of our casino activity:

Nine Months Ended September 30,
20212020Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues$749$288160.1%
Non-Rolling Chip drop$2,539$951167.0%
Non-Rolling Chip win percentage27.6%26.4%1.2pts
Rolling Chip volume$3,522$2,56637.3%
Rolling Chip win percentage4.15%3.03%1.12pts
Slot handle$1,376$597130.5%
Slot hold percentage3.8%4.3%(0.5)pts
The Londoner Macao
Total net casino revenues$304$129135.7%
Non-Rolling Chip drop$1,347$590128.3%
Non-Rolling Chip win percentage21.1%21.7%(0.6)pts
Rolling Chip volume$2,915$1671,645.5%
Rolling Chip win percentage3.39%5.85%(2.46)pts
Slot handle$709$41371.7%
Slot hold percentage3.8%4.2%(0.4)pts
The Parisian Macao
Total net casino revenues$203$11182.9%
Non-Rolling Chip drop$903$440105.2%
Non-Rolling Chip win percentage22.0%23.3%(1.3)pts
Rolling Chip volume$321$2,607(87.7)%
Rolling Chip win percentage8.53%1.65%6.88pts
Slot handle$620$49525.3%
Slot hold percentage3.1%3.7%(0.6)pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues$233$101130.7%
Non-Rolling Chip drop$874$270223.7%
Non-Rolling Chip win percentage21.8%25.9%(4.1)pts
Rolling Chip volume$2,273$2,586(12.1)%
Rolling Chip win percentage5.10%2.75%2.35pts
Slot handle$29$37(21.6)%
Slot hold percentage5.9%4.7%1.2pts
Nine Months Ended September 30,
20212020Change
(Dollars in millions)
Sands Macao
Total net casino revenues$84$805.0%
Non-Rolling Chip drop$341$3245.2%
Non-Rolling Chip win percentage16.4%18.9%(2.5)pts
Rolling Chip volume$953$85511.5%
Rolling Chip win percentage4.49%3.19%1.30pts
Slot handle$466$42011.0%
Slot hold percentage3.4%3.1%0.3pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues$668$6433.9%
Non-Rolling Chip drop$1,865$1,52422.4%
Non-Rolling Chip win percentage16.3%19.3%(3.0)pts
Rolling Chip volume$2,583$8,239(68.6)%
Rolling Chip win percentage5.52%3.63%1.89pts
Slot handle$9,209$5,60064.4%
Slot hold percentage4.2%4.4%(0.2)pts
U.S. Operations:
Las Vegas Operating Properties**(1)**
Total net casino revenues$304$17573.7%
Table games drop$1,137$96917.3%
Table games win percentage16.0%13.9%2.1pts
Slot handle$2,683$1,38294.1%
Slot hold percentage8.5%7.9%0.6pts

(1) The Las Vegas Operating Properties are classified as a discontinued operation held for sale. Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Room revenues increased $130 million compared to the nine months ended September 30, 2020. The increase was primarily due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties, as well as our properties being closed for a portion of the nine months ended September 30, 2020. The following table summarizes the results of our room activity:

Nine Months Ended September 30,
20212020Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues$61$25144.0%
Occupancy rate51.5%17.7%33.8pts
Average daily room rate (ADR)$155$232(33.2)%
Revenue per available room (RevPAR)$80$4195.1%
The Londoner Macao
Total room revenues$69$29137.9%
Occupancy rate39.9%16.7%23.2pts
Average daily room rate (ADR)$158$171(7.6)%
Revenue per available room (RevPAR)$63$29117.2%
The Parisian Macao
Total room revenues$41$18127.8%
Occupancy rate52.6%18.5%34.1pts
Average daily room rate (ADR)$118$158(25.3)%
Revenue per available room (RevPAR)$62$29113.8%
The Plaza Macao and Four Seasons Macao
Total room revenues$34$6466.7%
Occupancy rate44.5%19.9%24.6pts
Average daily room rate (ADR)$439$32136.8%
Revenue per available room (RevPAR)$195$64204.7%
Sands Macao
Total room revenues$7$3133.3%
Occupancy rate68.6%28.2%40.4pts
Average daily room rate (ADR)$138$173(20.2)%
Revenue per available room (RevPAR)$95$4993.9%
Singapore Operations:
Marina Bay Sands
Total room revenues$99$100(1.0)%
Occupancy rate67.4%69.1%(1.7)pts
Average daily room rate (ADR)$228$361(36.8)%
Revenue per available room (RevPAR)$154$250(38.4)%
U.S. Operations:
Las Vegas Operating Properties**(1)**
Total room revenues$294$17766.1%
Occupancy rate76.2%61.2%15.0pts
Average daily room rate (ADR)$209$230(9.1)%
Revenue per available room (RevPAR)$160$14113.5%

(1) The Las Vegas Operating Properties are classified as a discontinued operation held for sale. Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

Food and beverage revenues increased $47 million compared to the nine months ended September 30, 2020. The increase was mainly due to increases of $34 million and $13 million at our Macao properties and Marina Bay Sands, respectively. The increase was due to increased visitation during the nine months ended September 30, 2021.

Mall revenues increased $241 million compared to the nine months ended September 30, 2020. The increase was primarily due to a $195 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the nine months ended September 30, 2020, as well as a $55 million increase in turnover rent and $6 million in government grants. These items were partially offset by a decrease in occupancy percentages for our Macao mall operations.

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:

Nine Months Ended September 30,****(1)
20212020Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues$144$7494.6%
Mall gross leasable area (in square feet)814,731812,9340.2%
Occupancy78.7%84.9%(6.2)pts
Base rent per square foot$296$302(2.0)%
Tenant sales per square foot(2)$1,368$93546.3%
Shoppes at Londoner**(3)**
Total mall revenues$42$2568.0%
Mall gross leasable area (in square feet)520,302525,497(1.0)%
Occupancy60.4%85.6%(25.2)pts
Base rent per square foot$138$10038.0%
Tenant sales per square foot(2)$1,240$476160.5%
Shoppes at Parisian
Total mall revenues$30$1687.5%
Mall gross leasable area (in square feet)296,322295,9630.1%
Occupancy76.7%82.5%(5.8)pts
Base rent per square foot$146$152(3.9)%
Tenant sales per square foot(2)$683$40767.8%
Shoppes at Four Seasons
Total mall revenues$125$39220.5%
Mall gross leasable area (in square feet)244,193242,4250.7%
Occupancy94.3%94.3%—pts
Base rent per square foot$550$5441.1%
Tenant sales per square foot(2)$6,298$2,830122.5%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues$127$7374.0%
Mall gross leasable area (in square feet)622,073620,2130.3%
Occupancy97.5%95.0%2.5pts
Base rent per square foot$265$2573.1%
Tenant sales per square foot(2)$1,480$1,22520.8%

Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the nine months ended September 30, 2021 and 2020. Base rent per square foot presented above excludes the impact of these rent concessions.

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

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

(3) The Shoppes at Londoner will feature up to an estimated 600,000 square feet of gross leasable area upon completion of all phases of the renovation, rebranding and expansion to The Londoner Macao.

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

Operating Expenses

Our operating expenses consisted of the following:

Nine Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Casino$1,603$1,10944.5%
Rooms12410122.8%
Food and beverage1861775.1%
Mall484117.1%
Convention, retail and other6279(21.5)%
Provision for credit losses952(82.7)%
General and administrative6676158.5%
Corporate16914516.6%
Pre-opening15147.1%
Development5918227.8%
Depreciation and amortization7757454.0%
Amortization of leasehold interests in land42412.4%
Loss on disposal or impairment of assets1862(71.0)%
Total operating expenses$3,777$3,19918.1%

Operating expenses were $3.78 billion for the nine months ended September 30, 2021, an increase of $578 million compared to $3.20 billion for the nine months ended September 30, 2020. The increase was primarily driven by a $494 million increase in casino expenses, as well as increases in general and administrative expenses and development expenses.

Casino expenses increased $494 million compared to the nine months ended September 30, 2020. The increase was primarily attributable to an increase of $436 million in gaming taxes due to increased casino revenues, as previously described.

Room expenses increased $23 million compared to the nine months ended September 30, 2020. The increase was driven by increases of $15 million and $8 million at our Macao properties and Marina Bay Sands, respectively.

Food and beverage expenses increased $9 million compared to the nine months ended September 30, 2020, due to increases of $5 million and $4 million at our Macao properties and Marina Bay Sands, respectively. These increases are consistent with the increase in food and beverage revenues.

Convention, retail and other expenses decreased $17 million compared to the nine months ended September 30, 2020, driven by a $11 million decrease related to the closure of the ferry terminals in February 2020. Additionally, convention, retail and other expenses at our Macao properties decreased $6 million, primarily as a result of the cancellation of MICE and entertainment events due to the COVID-19 Pandemic.

The provision for credit losses was $9 million for the nine months ended September 30, 2021, compared to $52 million for the nine months ended September 30, 2020. The decrease was primarily due to an increased level of

provision recorded during the nine months ended September 30, 2020, due to the aging of patron receivables in connection with the impact of the COVID-19 Pandemic. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. 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 $52 million compared to the nine months ended September 30, 2020, due to increases of $34 million and $18 million at Marina Bay Sands and our Macao properties, respectively. The increases were primarily driven by increases in marketing, payroll and property operations costs.

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

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

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

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

Segment Adjusted Property EBITDA

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

Nine Months Ended September 30,
20212020Percent Change
(Dollars in millions)
Macao:
The Venetian Macao$230$(126)(282.5)%
The Londoner Macao(61)(150)(59.3)%
The Parisian Macao(3)(124)(97.6)%
The Plaza Macao and Four Seasons Macao156(5)(3,220.0)%
Sands Macao(52)(58)(10.3)%
Ferry Operations and Other(6)(15)(60.0)%
264(478)(155.2)%
Marina Bay Sands27123913.4%
Consolidated adjusted property EBITDA$535$(239)(323.8)%
Las Vegas Operating Properties (1)$136$(74)(283.8)%

(1)The Las Vegas Operating Properties are classified as a discontinued operation held for sale. Due to statewide closure of non-essential services as a result of the COVID-19 Pandemic, the property temporarily closed on March 18, 2020, and reopened on June 4, 2020.

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

Adjusted property EBITDA at Marina Bay Sands increased $32 million compared to the nine months ended September 30, 2020. The increase was primarily due to increased casino and mall operations driven by increased visitation.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties increased $210 million compared to the nine months ended September 30, 2020. The increase was primarily due to increased casino and room operations driven by increased visitation to the property as capacity limits, restrictions on large gatherings and other restrictions were lifted, effective June 1, 2021, and the Las Vegas Operating Properties operated under pre-pandemic guidelines.

Interest Expense

The following table summarizes information related to interest expense:

Nine Months Ended September 30,
20212020
(Dollars in millions)
Interest cost$480$389
Less — capitalized interest(11)(13)
Interest expense, net$469$376
Weighted average total debt balance$14,509$13,190
Weighted average interest rate4.4%3.9%

Interest cost increased $91 million compared to the nine months ended September 30, 2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes on June 4, 2020, and draws on the SCL revolver during the three months ended March 31, 2021. Additionally, the weighted average interest rate increased from 3.9% to 4.4% during the nine months ended September 30, 2021 as a result of the expiration of interest rate swaps in August 2020 related to the SCL senior notes that were issued in 2018.

Other Factors Affecting Earnings

Loss on early retirement of debt of $137 million for the nine months ended September 30, 2021, was due to the issuance of new SCL senior notes, which funds were utilized to repay the outstanding borrowings under the senior notes due in 2023. The loss on early retirement of debt was comprised of a $131 million make-whole premium payment to retire the 2023 senior notes and $6 million of unamortized deferred financing costs written-off (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — SCL Senior Notes”).

Other expense was $19 million for the nine months ended September 30, 2021, compared to other income of $29 million for the nine months ended September 30, 2020. The change from prior period was due primarily to a $50 million increase in foreign transaction losses driven by the impact of a foreign currency exchange rate increase of 732 basis points on the U.S. dollar denominated debt held by SCL.

Our income tax benefit was $19 million on a loss before income taxes of $1.17 billion for the nine months ended September 30, 2021, resulting in a (1.6)% effective income tax rate. This compares to a (0.2)% effective income tax rate for the nine months ended September 30, 2020. The income tax benefit for the nine months ended September 30, 2021, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our U.S. operations recorded tax benefits associated with the pre-tax book losses, primarily related to U.S. corporate and interest expense incurred during the nine months ended September 30, 2021. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates.

The net loss attributable to our noncontrolling interests was $241 million for the nine months ended September 30, 2021, compared to $381 million for the nine months ended September 30, 2020. These amounts were primarily related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.

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

Shoppes at VenetianShoppes at Four SeasonsShoppes at LondonerShoppes at ParisianThe Shoppes at Marina Bay Sands
(In millions)
For the three months ended September 30, 2021
Mall revenues:
Minimum rents(1)$45$29$8$7$35
Overage rents420316
Rent concessions(2)(8)—(1)(1)(6)
Total overage rents, rent concessions and other(4)202——
CAM, levies and direct recoveries83336
Total mall revenues4952131041
Mall operating expenses:
Common area maintenance31114
Marketing and other direct operating expenses11111
Mall operating expenses42225
Property taxes(4)————2
Mall-related expenses(5)$4$2$2$2$7
For the three months ended September 30, 2020
Mall revenues:
Minimum rents(1)$49$31$9$9$34
Overage rents3———2
Rent concessions(2)(32)(20)(5)(6)(13)
Total overage rents and rent concessions(29)(20)(5)(6)(11)
CAM, levies and direct recoveries72535
Total mall revenues27139628
Mall operating expenses:
Common area maintenance21213
Marketing and other direct operating expenses1———1
Mall operating expenses31214
Property taxes(4)————1
Recovery of credit losses(1)——(1)—
Mall-related expenses(5)$2$1$2$—$5
Shoppes at VenetianShoppes at Four SeasonsShoppes at LondonerShoppes at ParisianThe Shoppes at Marina Bay Sands
(In millions)
For the nine months ended September 30, 2021
Mall revenues:
Minimum rents(1)$137$91$22$23$108
Overage rents102813314
Rent concessions(2)(25)(1)(3)(4)(20)
Other(3)————6
Total overage rents and rent concessions(15)2710(1)—
CAM, levies and direct recoveries22710819
Total mall revenues1441254230127
Mall operating expenses:
Common area maintenance945312
Marketing and other direct operating expenses42224
Mall operating expenses1367516
Property taxes(4)1———5
Provision for (recovery of) credit losses(1)——3—
Mall-related expenses(5)$13$6$7$8$21
For the nine months ended September 30, 2020
Mall revenues:
Minimum rents(1)$146$91$28$27$102
Overage rents412—5
Rent concessions(2)(100)(60)(19)(19)(48)
Total overage rents and rent concessions(96)(59)(17)(19)(43)
CAM, levies and direct recoveries24714814
Total mall revenues7439251673
Mall operating expenses:
Common area maintenance83539
Marketing and other direct operating expenses41123
Mall operating expenses1246512
Property taxes(4)1———2
Provision for credit losses——1——
Mall-related expenses(5)$13$4$7$5$14

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

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

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

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

(4)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained a second exemption. 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.

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

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Development Projects

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

Macao

Our construction work on the conversion of Sands Cotai Central into the new destination Integrated Resort, The Londoner Macao, is progressing. This project is being delivered in phases, which started in 2020 and will continue throughout 2021. Upon completion, The Londoner Macao will feature new attractions and features internally and externally from London, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"). The Londoner Macao Hotel opened in January 2021 with 594 London-themed suites, including 14 exclusive Suites by David Beckham. The Integrated Resort also features Londoner Court, which opened on September 16, 2021 and includes approximately 370 luxury suites. The expansion of our retail offerings, which have been rebranded as Shoppes at Londoner, is progressing.

We anticipate the total costs associated with The Londoner Macao development project described above and the completed The Grand Suites at Four Seasons to be approximately $2.2 billion, of which $1.9 billion has been spent as of September 30, 2021. The ultimate costs and completion dates for The Londoner Macao development are subject to change as we complete the project. We expect to fund our developments through a combination of cash on hand, borrowings from the 2018 SCL Credit Facility and surplus from operating cash flows.

Singapore

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Development Agreement”) pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats. The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.31 billion at exchange rates in effect on September 30, 2021). The amount of the total project cost will be finalized as we complete design and development and begin construction. In connection with the Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project. In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction). We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement. On June 18, 2020, we further amended the 2012 Singapore Credit Facility, which, among other things, extended to June 30, 2021, the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project. On September 7, 2021, we amended the 2012 Singapore Credit Facility, which further extended this deadline to March 31, 2022. We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. If we do not meet the March 31, 2022 deadline, we will not

be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered to lenders.

Other

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

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

Nine Months Ended September 30,
20212020
(In millions)
Net cash used in operating activities from continuing operations$(345)$(1,239)
Cash flows from investing activities from continuing operations:
Capital expenditures(640)(998)
Proceeds from disposal of property and equipment71
Acquisition of intangible assets(5)—
Net cash used in investing activities from continuing operations(638)(997)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options1922
Dividends paid and noncontrolling interest payments—(911)
Proceeds from long-term debt2,4511,945
Repayments on long-term debt(1,852)(451)
Payments of financing costs(36)(30)
Make-whole premium on early extinguishment of debt(131)—
Transaction with discontinued operations111(133)
Net cash generated from financing activities from continuing operations562442
Net cash generated from (used in) discontinued operations2(24)
Effect of exchange rate on cash, cash equivalents and restricted cash(17)(26)
Decrease in cash, cash equivalents and restricted cash(436)(1,844)
Cash, cash equivalents and restricted cash at beginning of period2,1374,242
Cash, cash equivalents and restricted cash at end of period1,7012,398
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations(41)(34)
Cash, cash equivalents and restricted cash at end of period from continuing operations$1,660$2,364

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash used in operating activities for the nine months ended September 30, 2021, was $345 million compared to $1.24 billion for the nine months ended September 30, 2020, primarily resulting from a decrease in net loss as our properties remained opened during the nine months ended September 30, 2021, with the exception of the closure of the casino at Marina Bay Sands on two different occasions (approximately 15 days total), compared to the nine months ended September 30, 2020, in which our properties were closed at various times and for an extended period. Additionally, our net working capital requirements decreased during the nine months ended September 30, 2020.

Cash Flows — Investing Activities

Capital expenditures for the nine months ended September 30, 2021, totaled $640 million. Included in this amount was $513 million for construction and development activities in Macao, which consisted of $440 million for The Londoner Macao, $50 million for The Venetian Macao and $15 million for The Plaza Macao and Four Seasons Macao. Additionally, this amount included $102 million at Marina Bay Sands in Singapore and $25 million for corporate and other.

Capital expenditures for the nine months ended September 30, 2020, totaled $998 million. Included in this amount was $857 million for construction and development activities in Macao, which consisted of $591 million for The Londoner Macao, $147 million for The Plaza Macao and Four Seasons Macao related primarily to the Grand Suites at Four Seasons Macao and $103 million for The Venetian Macao. We also incurred capital expenditures of $137 million at Marina Bay Sands in Singapore and $4 million for corporate and other.

Cash Flows — Financing Activities

Net cash flows generated from financing activities were $562 million for the nine months ended September 30, 2021, which was primarily attributable to net proceeds of $505 million, received from the drawdown of our SCL revolving facility, and transactions with discontinued operations. These items were partially offset by $36 million in deferred financing costs related to the issuance of the new unsecured notes at SCL and the various credit agreements.

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

Capital Financing Overview

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

In September 2021, SCL issued, in a private offering, three series of unsecured notes in an aggregate principal amount of $1.95 billion. The net proceeds from the offering along with cash on hand was used to redeem in full the outstanding principal amount of its $1.80 billion 4.600% senior notes due 2023, any accrued interest and the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, through and including December 31, 2022. In July 2021, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through January 1, 2023. In September 2021, MBS extended the amendment letter, pursuant to which MBS will not have to comply with the leverage or interest coverage covenants as of the last day of the fiscal quarter, through and including December 31, 2022. Our compliance with our financial covenants for periods beyond December 31, 2022, could be affected by certain factors beyond our control, such as the impact of the COVID-19 Pandemic, including current travel and border restrictions continuing in the future. We will pursue additional waivers to meet the required financial covenant ratios, which include a maximum leverage ratio of 4.0x, 4.0x and 4.5x under our U.S., Macao and Singapore credit facilities, respectively, for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, if deemed necessary. We believe we will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact our ability to be in compliance with our debt covenants for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL.

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

We held unrestricted cash and cash equivalents of approximately $1.64 billion and restricted cash and cash equivalents of approximately $16 million as of September 30, 2021, of which approximately $868 million of the unrestricted amount is held by non-U.S. subsidiaries. Of the $868 million, approximately $557 million is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

We believe the cash on hand and cash flow generated from operations, as well as the $3.94 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.71 billion at exchange rates in effect on September 30, 2021) under our Singapore Delayed Draw Term Facility as of September 30, 2021, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to lenders. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. During 2020, we entered into an amendment request letter on the 2018 SCL Credit Facility, which provides us with the option to increase the total borrowing capacity by an aggregate amount of up to $1.0 billion. Subsequently on January 25, 2021, we increased the amount available under the SCL revolving credit facility by HKD 3.83 billion (approximately $491 million at exchange rates in effect on September 30, 2021) to further enhance our liquidity. During the three months ended March 31, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $455 million at exchange rates in effect on September 30, 2021) under this facility for general corporate purposes.

We have suspended our quarterly dividend program and SCL did not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic.

We have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We believe we are well positioned to support our continuing operations, complete the major construction projects in Macao and Singapore that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow for non-essential items.

Aggregate Indebtedness and Other Contractual Obligations

As of September 30, 2021, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2020, with the exception of the issuance of the 2027, 2029 and 2031 SCL Senior Notes, the repayment of the 2023 SCL Senior Note and the draw on the 2018 SCL Revolving Credit Facility of $505 million. These transactions are summarized below:

Payments Due During Period Ending December 31,
2021**(1)**2022 - 20232024 - 2025ThereafterTotal
(In millions)
Long-Term Debt Obligations**(2)**
2027, 2029 and 2031 SCL Senior Notes$—$—$—$1,950$1,950
2018 SCL Revolving Facility—503——503
Fixed Interest Payments(3)—105108206419
Variable Interest Payments(4)319——22
Total$3$627$108$2,156$2,894

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

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

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

(4)Represents the variable interest payment related to the 2018 SCL Credit Facility. Based on the 1-month rate as of September 30, 2021, London Inter-Bank Offered Rate ("LIBOR") of 0.08% and Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 0.06%, plus the applicable interest rate spread in accordance with the respective debt agreement.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

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

  • our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas, including the renewal or extension of the subconcession in Macao that expires on June 26, 2022;

  • our ability to invest in future growth opportunities;

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

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

  • unanticipated difficulties or expenditures relating to the Proposed Transaction;

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

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

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

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

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

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

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

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

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

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

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

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

  • fluctuations in currency exchange rates and interest rates;

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

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

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

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

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

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

  • our relationship with gaming promoters in Macao;

  • our dependence on chance and theoretical win rates;

  • fraud and cheating;

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

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

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

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

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

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

  • the continued services of our key officers;

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

  • labor actions and other labor problems;

  • our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business;

  • the completion of infrastructure projects in Macao;

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

  • the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.

The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.

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