

Item 1.			~~PART I~~ ~~FINANCIAL INFORMATION~~

~~Item 1.~~	Financial Statements (unaudited)	3
			Condensed Consolidated Balance Sheets at ~~September 30, 2017~~March 3 1 , 202 1 and December 31, ~~2016~~20 20	3
			Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	4
			Condensed Consolidated Statements of Comprehensive ~~Income~~Loss for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	5
			Condensed Consolidated Statements of Equity for the ~~Nine~~ Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	6
			Condensed Consolidated Statements of Cash Flows for the ~~Nine~~ Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	7
			Notes to Condensed Consolidated Financial Statements	98
Item 2.			~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.			Quantitative and Qualitative Disclosures about Market Risk	4943
Item 4.			Controls and Procedures	4944

			PART II OTHER INFORMATION

Item 1.			Legal Proceedings	5145
Item 1A.			Risk Factors	5145

Item 2.6.			~~Unregistered Sales of Equity Securities and Use of Proceeds~~Exhibits	5147
~~Item 6.~~	~~Exhibits~~	52
Signatures				5349

PART 1I FINANCIAL INFORMATION

ITEM 1— FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,
2017 December 31,
2016

(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,001
$ 2,128
Restricted cash and cash equivalents 11
10
Accounts receivable, net 637
776
Inventories 45
46
Prepaid expenses and other 142
138
Total current assets 2,836
3,098
Property and equipment, net 15,498
15,903
Leasehold interests in land, net 1,234
1,210
Intangible assets, net 93
103
Other assets, net 147
155
Total assets $ 19,808
$ 20,469
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 141
$ 128
Construction payables 165
384
Other accrued liabilities 1,992
1,935
Income taxes payable 229
192
Current maturities of long-term debt 134
167
Total current liabilities 2,661
2,806
Other long-term liabilities 136
126
Deferred income taxes 229
200
Deferred amounts related to mall sale transactions 408
413
Long-term debt 9,483
9,428
Total liabilities 12,917
12,973
Commitments and contingencies (Note 6)

Equity:
Common stock, $0.001 par value, 1,000 shares authorized, 831 and 830 shares issued, 790 and 795 shares outstanding 1
1
Treasury stock, at cost, 41 and 35 shares (2,743 ) (2,443 )
Capital in excess of par value 6,569
6,516
Accumulated other comprehensive loss (13 ) (119 )
Retained earnings 2,082
2,222
Total Las Vegas Sands Corp. stockholders' equity 5,896
6,177
Noncontrolling interests 995
1,319
Total equity 6,891
7,496
Total liabilities and equity $ 19,808
$ 20,469

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

(In millions, except per share data)
(Unaudited)
Revenues:
Casino $ 2,511
$ 2,307
$ 7,379
$ 6,406
Rooms 411
402
1,194
1,123
Food and beverage 198
184
610
559
Mall 160
147
476
422
Convention, retail and other 128
141
400
389
3,408

3,181
10,059
8,899
Less — promotional allowances (209 ) (212 ) (613 ) (564 )
Net revenues 3,199
2,969
9,446
8,335
Operating expenses:
Casino 1,342
1,198
3,968
3,531
Rooms 74
67
216
197
Food and beverage 109
101
329
306
Mall 18
16
52
44
Convention, retail and other 69
66
200
184
Provision for doubtful accounts 23
51
77
139
General and administrative 358
330
1,050
931
Corporate 51
39
136
208
Pre-opening 1
86
7
128
Development 3
3
8
7
Depreciation and amortization 265
277
913
792
Amortization of leasehold interests in land 9
10
28
29
Loss on disposal or impairment of assets 21
5
27
15
2,343
2,249
7,011
6,511
Operating income 856
720
2,435
1,824
Other income (expense):
Interest income 4
2
11
6
Interest expense, net of amounts capitalized (83 ) (65 ) (240 ) (198 )
Other income (expense) (19 ) 21
(80 ) (33 )
Loss on modification or early retirement of debt —
(3 ) (5 ) (3 )
Income before income taxes 758
675
2,121
1,596
Income tax expense (73 ) (69 ) (220 ) (187 )
Net income 685
606
1,901
1,409
Net income attributable to noncontrolling interests (115 ) (93 ) (306 ) (248 )
Net income attributable to Las Vegas Sands Corp. $ 570
$ 513
$ 1,595
$ 1,161
Earnings per share:
Basic $ 0.72
$ 0.65
$ 2.01
$ 1.46
Diluted $ 0.72
$ 0.65
$ 2.01
$ 1.46
Weighted average shares outstanding:
Basic 791
795
792
795
Diluted 792
795
793
795
Dividends declared per common share $ 0.73
$ 0.72
$ 2.19
$ 2.16

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

(In millions)
(Unaudited)
Net income $ 685
$ 606
$ 1,901
$ 1,409
Currency translation adjustment, before and after tax 33
(25 ) 98
62
Total comprehensive income 718
581
1,999
1,471
Comprehensive income attributable to noncontrolling interests (115 ) (93 ) (298 ) (247 )
Comprehensive income attributable to Las Vegas Sands Corp. $ 603
$ 488
$ 1,701
$ 1,224


	March 31, 2021		December 31, 2020

	(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,074	$	2,082
Restricted cash and cash equivalents	16		16
Accounts receivable, net of provision for credit losses of $242 and $255	205		252
Inventories	23		22
Prepaid expenses and other	119		113
Current assets of discontinued operations held for sale	3,193		3,222
Total current assets	5,630		5,707
Property and equipment, net	12,125		12,280

Deferred income taxes, net	327		318
Leasehold interests in land, net	2,211		2,256
Intangible assets, net	20		25
Other assets, net	228		221
Total assets	$	20,541	$	20,807
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	70	$	89
Construction payables	217		336
Other accrued liabilities	1,307		1,474
Income taxes payable	28		87
Current maturities of long-term debt	72		75
Current liabilities of discontinued operations held for sale	771		755
Total current liabilities	2,465		2,816
Other long-term liabilities	346		336
Deferred income taxes	179		188

Long-term debt	14,374		13,929
Total liabilities	17,364		17,269
Commitments and contingencies (Note 8)	0		0
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, 0 shares issued and outstanding	0		0
Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding	1		1
Treasury stock, at cost, 69 shares	(4,481)		(4,481)
Capital in excess of par value	6,629		6,611
Accumulated other comprehensive income (loss)	(11)		29
Retained earnings	535		813
Total Las Vegas Sands Corp. stockholders’ equity	2,673		2,973
Noncontrolling interests	504		565
Total equity	3,177		3,538
Total liabilities and equity	$	20,541	$	20,807

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~EQUITY~~ OPERATIONS

Las Vegas Sands Corp. Stockholders' Equity

Common
Stock
Treasury
Stock
Capital in
Excess of
Par Value

Accumulated
Other
Comprehensive
Loss

Retained
Earnings

Noncontrolling
Interests
Total

(In millions)
(Unaudited)
Balance at January 1, 2016 $ 1
$ (2,443 ) $ 6,485
$ (66 ) $ 2,840
$ 1,601
$ 8,418
Net income —
—
—
—
1,161
248
1,409
Currency translation adjustment —
—
—
63
—
(1 ) 62
Exercise of stock options —
—
4
—
—
1
5
Tax shortfall from stock-based compensation —
—
(8 ) —
—
—
(8 )
Conversion of equity awards to liability awards —
—
(1 ) —
—
—
(1 )
Stock-based compensation —
—
24
—
—
4
28
Dividends declared —
—
—
—
(1,716 ) (630 ) (2,346 )
Balance at September 30, 2016 $ 1
$ (2,443 ) $ 6,504
$ (3 ) $ 2,285
$ 1,223
$ 7,567
Balance at January 1, 2017 $ 1
$ (2,443 ) $ 6,516
$ (119 ) $ 2,222
$ 1,319
$ 7,496
Cumulative effect adjustment from change in accounting principle —
—
3
—
(2 ) (1 ) —
Net income —
—
—
—
1,595
306
1,901
Currency translation adjustment —
—
—
106
—
(8 ) 98
Exercise of stock options —
—
28
—
—
4
32
Stock-based compensation —
—
22
—
—
4
26
Repurchase of common stock —
(300 ) —
—
—
—
(300 )
Dividends declared —
—
—
—
(1,733 ) (629 ) (2,362 )
Balance at September 30, 2017 $ 1
$ (2,743 ) $ 6,569
$ (13 ) $ 2,082
$ 995
$ 6,891


	Three Months Ended March 31,
	2021		2020

	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	865	$	1,075
Rooms	96		141
Food and beverage	56		64
Mall	156		103
Convention, retail and other	23		34
Net revenues	1,196		1,417
Operating expenses:
Casino	578		648
Rooms	42		46
Food and beverage	71		82
Mall	15		17
Convention, retail and other	22		35
Provision for credit losses	4		14
General and administrative	225		229
Corporate	49		59
Pre-opening	5		5
Development	9		6
Depreciation and amortization	255		253
Amortization of leasehold interests in land	14		14
Loss on disposal or impairment of assets	3		3
	1,292		1,411
Operating income (loss)	(96)		6
Other income (expense):
Interest income	1		13
Interest expense, net of amounts capitalized	(154)		(128)
Other income (expense)	(17)		39

Loss from continuing operations before income taxes	(266)		(70)
Income tax expense	(14)		(22)
Net loss from continuing operations	(280)		(92)
Income (loss) from discontinued operations, net of income taxes	(62)		41
Net loss	(342)		(51)
Net loss attributable to noncontrolling interests from continuing operations	64		50
Net loss attributable to Las Vegas Sands Corp.	$	(278)	$	(1)
Earnings (loss) per share - basic:
Loss from continuing operations	$	(0.28)	$	(0.05)
Income (loss) from discontinued operations, net of income taxes	(0.08)		0.05
Net loss attributable to Las Vegas Sands Corp.	$	(0.36)	$	0
Earnings (loss) per share - diluted:
Loss from continuing operations	$	(0.28)	$	(0.05)
Income (loss) from discontinued operations, net of income taxes	(0.08)		0.05
Net loss attributable to Las Vegas Sands Corp.	$	(0.36)	$	0
Weighted average shares outstanding:
Basic	764		764
Diluted	764		764

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	Three Months Ended March 31,
	2021		2020

	(In millions) (Unaudited)
Net loss	$	(342)	$	(51)
Currency translation adjustment	(42)		(111)
Total comprehensive loss	(384)		(162)
Comprehensive loss attributable to noncontrolling interests	66		45
Comprehensive loss attributable to Las Vegas Sands Corp.	$	(318)	$	(117)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


	Las Vegas Sands Corp. Stockholders’ Equity
	Common Stock		Treasury Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive (Income) Loss		Retained Earnings		Noncontrolling Interests		Total

	(In millions) (Unaudited)
Balance at January 1, 2020	$	1	$	(4,481)	$	6,569	$	(3)	$	3,101	$	1,320	$	6,507
Net loss	—		—		—		—		(1)		(50)		(51)
Currency translation adjustment	—		—		—		(116)		—		5		(111)
Exercise of stock options	—		—		16		—		—		0		16
Stock-based compensation	—		—		6		—		—		1		7


Dividends declared ($0.79 per share) and noncontrolling interest payments	—		—		—		—		(603)		(308)		(911)
Balance at March 31, 2020	$	1	$	(4,481)	$	6,591	$	(119)	$	2,497	$	968	$	5,457
























Balance at January 1, 2021	$	1	$	(4,481)	$	6,611	$	29	$	813	$	565	$	3,538
Net loss	—		—		—		—		(278)		(64)		(342)
Currency translation adjustment	—		—		—		(40)		—		(2)		(42)
Exercise of stock options	—		—		15		—		—		4		19

Stock-based compensation	—		—		3		—		—		1		4



Balance at March 31, 2021	$	1	$	(4,481)	$	6,629	$	(11)	$	535	$	504	$	3,177

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
2017 2016

(In millions)
(Unaudited)
Cash flows from operating activities:
Net income $ 1,901
$ 1,409
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization 913
792
Amortization of leasehold interests in land 28
29
Amortization of deferred financing costs and original issue discount 31
33
Amortization of deferred gain on and rent from mall sale transactions (3 ) (3 )
Loss on modification or early retirement of debt 5
2
Loss on disposal or impairment of assets 27
15
Stock-based compensation expense 26
28
Provision for doubtful accounts 77
139
Foreign exchange loss 38
20
Deferred income taxes 21
24
Changes in operating assets and liabilities:
Accounts receivable 76
280
Other assets (4 ) (22 )
Accounts payable 11
12
Other liabilities 75
73
Net cash generated from operating activities 3,222
2,831
Cash flows from investing activities:
Change in restricted cash and cash equivalents (1 ) (1 )
Capital expenditures (592 ) (1,103 )
Proceeds from disposal of property and equipment 2
4
Acquisition of intangible assets —
(47 )
Net cash used in investing activities (591 ) (1,147 )
Cash flows from financing activities:
Proceeds from exercise of stock options 32
5
Repurchase of common stock (300 ) —
Dividends paid (2,362 ) (2,348 )
Proceeds from long-term debt (Note 3) 654
2,260
Repayments of long-term debt (Note 3) (828 ) (1,963 )
Payments of financing costs (5 ) (31 )
Net cash used in financing activities (2,809 ) (2,077 )
Effect of exchange rate on cash 51
4
Decrease in cash and cash equivalents (127 ) (389 )
Cash and cash equivalents at beginning of period 2,128
2,179
Cash and cash equivalents at end of period $ 2,001
$ 1,790

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~

Nine Months Ended
September 30,
2017 2016
(In millions)
(Unaudited)
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized $ 198
$ 154
Cash payments for taxes, net of refunds $ 202
$ 194
Change in construction payables $ (219 ) $ 136
Non-cash investing and financing activities:
Change in dividends payable included in other accrued liabilities $ —
$ (2 )
Property and equipment acquired under capital lease $ —
$ 6
Conversion of equity awards to liability awards $ —
$ 1


	Three Months Ended March 31,
	2021		2020

	(In millions) (Unaudited)
Cash flows from operating activities from continuing operations:
Net loss from continuing operations	$	(280)	$	(92)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	255		253
Amortization of leasehold interests in land	14		14
Amortization of deferred financing costs and original issue discount	12		10


(Gain) loss on disposal or impairment of assets	(3)		2
Stock-based compensation expense	4		7
Provision for credit losses	4		14
Foreign exchange (gain) loss	16		(39)
Deferred income taxes	(16)		(4)
Changes in operating assets and liabilities:
Accounts receivable	40		136
Other assets	(11)		(19)

Accounts payable	(19)		(66)
Other liabilities	(204)		(604)

Net cash used in operating activities from continuing operations	(188)		(388)
Cash flows from investing activities from continuing operations:
Capital expenditures	(291)		(290)
Proceeds from disposal of property and equipment	3		1

Net cash used in investing activities from continuing operations	(288)		(289)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	19		16

Dividends paid and noncontrolling interest payments	0		(911)

Proceeds from long-term debt (Note 3)	505		0
Repayments of long-term debt (Note 3)	(18)		(16)
Payments of financing costs	(8)		(3)
Net cash generated from (used in) financing activities from continuing operations	498		(914)
Cash flows from discontinued operations:
Net cash generated from (used in) operating activities	(5)		18
Net cash used in investing activities	(17)		(30)

Net cash used by discontinued operations	(22)		(12)
Effect of exchange rate on cash, cash equivalents and restricted cash	(12)		(21)
Decrease in cash, cash equivalents and restricted cash	(12)		(1,624)
Cash, cash equivalents and restricted cash at beginning of period	2,137		4,242
Cash, cash equivalents and restricted cash at end of period	2,125		2,618
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations	(35)		(17)
Cash, cash equivalents and restricted cash at end of period for continuing operations	$	2,090	$	2,601
Supplemental disclosure of cash flow information from continuing operations:
Cash payments for interest, net of amounts capitalized	$	240	$	180
Cash payments for taxes, net of refunds	$	75	$	27
Change in construction payables	$	(119)	$	(29)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Organization and Business of Company

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. ~~("LVSC"~~(“LVSC”), a Nevada corporation, and its subsidiaries (collectively the ~~"Company"~~“Company”) for the year ended December 31, ~~2016,~~2020, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America ~~("GAAP"~~(“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes ~~that~~ the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. ~~The Company's common stock is traded~~

COVID-19 Pandemic Update

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease 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 ~~New York Stock Exchange under~~world mandated actions to contain the ~~symbol "LVS."~~

~~The ordinary shares~~spread of the ~~Company's subsidiary, Sands China Ltd. ("SCL,"~~virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel. The government actions varied based upon the ~~indirect owner~~extent and ~~operator~~severity of the ~~majority of the Company's operations in~~COVID-19 Pandemic within their respective countries and jurisdictions.

Macao

Visitation to the Macao Special Administrative Region ~~("Macao"~~(“Macao”) of the ~~People's~~People’s Republic of ~~China),~~China has decreased substantially, driven by various government policies limiting travel. As of the date of this report, other than people from mainland China who 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 enhanced quarantine requirements depending on the person’s residency and recent travel history.

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.

All businesses including non-essential businesses are ~~listed~~allowed to remain open.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately 2,000 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 ~~The Main Board of The Stock Exchange of Hong Kong Limited ("SEHK"). The shares were not,~~several occasions during 2020 and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements. The Company currently owns 70.1% of SCL.2021.

The Company has entered into various joint venture agreements with independent third parties, which have been consolidated based on accounting standards for variable interest entities. As of September 30, 2017 and DecemberCompany’s Macao operations remained open during the three months ended March 31, 2016, the Company's consolidated joint ventures had total assets of $80 million and $79 million, respectively, and total liabilities of $194 million and $173 million, respectively. The Company's joint ventures had intercompany liabilities of $193 million and $171 million as of September 30, 2017 and December 31, 2016, respectively.

~~Development Projects~~

As the Company's integrated resorts mature, the Company continues to reinvest in its portfolio of properties to maintain the high quality products and remain competitive in the markets in which it operates. The Company is constantly evaluating opportunities to improve its product offerings, such as refreshing its meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and its gaming areas, as well as other anticipated revenue generating additions2021, compared to the ~~Company's integrated resorts.~~

~~Macao~~

~~The Plaza Casino and Four Seasons Hotel Macao~~

~~In October 2017,~~same period in 2020 when the ~~Company announced that The Plaza Casino and Four Seasons Hotel~~Company’s Macao ~~will feature an additional 295 new suites in~~operations were suspended from February 5, 2020 to February 20, 2020 due to a separate tower, The Four Seasons Macao Hotel Tower Suites. The Company has completed the structural work of the tower and plans to commence build out of the suites in 2018. The Company expects the project to be completed in 2019.

~~Sands Cotai Central~~

~~In October 2017, the Company announced that it will renovate, expand and rebrand the Sands Cotai Central into a new destination integrated resort, The Londoner Macao.~~government mandate, except for operations at The Londoner Macao, ~~will feature new attractions and features from London, including some~~which resumed on February 27, 2020.

Operating hours at restaurants across the Company’s Macao properties are continuously being adjusted in line with movements in guest visitation. The majority of ~~London’s most recognizable landmarks, an expanded~~ retail ~~mall and~~outlets in the St. Regis Macao Tower Suites, offering approximately 350 luxurious new suites. The project will commence in 2018 and be phased to minimize disruption during the property’s peak periods. The Company expects the project to be completed in 2020.

Company’s various shopping malls are open

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~Capital Financing Overview~~with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.

The ~~Company funds its development projects primarily~~Company’s Macao ferry operations between Macao and Hong Kong remain suspended. The timing and manner in which the Company’s ferry operations will be able to resume are currently unknown.

The Company’s operations in Macao have been significantly impacted by the lack of visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased 31.8% during the three months ended March 31, 2021, as compared to the same period in 2020. The Macao government also announced gross gaming revenue decreased 22.5% during the three months ended March 31, 2021, as compared to the same period in 2020.

Singapore

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with short-term visits allowed from specified countries 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. All operations are currently subject to limited capacities and other social distancing measures.

Singapore started administering the COVID-19 vaccine on December 30, 2020 to front-line health workers and continues to roll-out the vaccine in phases to other groups based on priority.

The Singapore Tourism Board (the “STB”) announced on March 24, 2021, that effective April 24, 2021, business-to-business events, sporting events and live performances, with as many as 750 people, will be allowed, provided event organizers implement pre-event testing. The date on which nightlife venues may reopen is unknown at this time.

As a result of the border closures, visitation to Marina Bay Sands declined. The STB announced for the three months ended March 31, 2021, total visitation to Singapore decreased approximately 97.4%, as compared to the same period in 2020.

Las Vegas

Beginning March 15, 2021, the limit for public events was increased to the lesser of 250 people or 50% of the venue’s capacity, provided social distancing measures and various safety and related protocols are followed. Large gatherings such as meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, up to a maximum of 50% of the venue’s capacity, may be held subject to approval. Food and beverage establishments and the gaming floor are subject to a 50% capacity limit, compared to a previous capacity limit of 35%.

On April 13, 2021, the Governor of Nevada announced his goal to have all Nevada counties open to 100% capacity by June 1, 2021. Decisions on social distancing and capacity limits will transition to local authorities in each Nevada county on May 1, 2021. Capacity and mitigation measures for gaming areas within the State of Nevada will remain under the authority of the Nevada Gaming Control Board. The mask requirement is a statewide standard that will continue. Other than the aforementioned restrictions, no stay-at-home orders, curfews or quarantines are in place. All businesses including non-essential businesses are allowed to remain open.

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 three months ended March 31, 2021, the Company’s Las Vegas Operating Properties were open subject to limited capacities. This compares to the same period in 2020 when the Company’s Las Vegas Operating Properties operations were suspended due to a government mandate on March 18, 2020, through ~~borrowings under its credit facilities~~the end of the quarter.

Visitation to the Company’s Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic. The Las Vegas Convention and Visitors Authority announced for the months ended January and February 2021, visitation to Las Vegas decreased 63.5% and 53.8%, respectively, as compared to the same periods in 2020. The Las Vegas Convention and Visitors Authority also announced for the months ended January

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

and February 2021, gross gaming revenue for the Las Vegas Strip decreased 43.8% and 41.6%, respectively, as compared to the same periods in 2020.

Summary

The disruptions arising from the COVID-19 Pandemic had a significant adverse impact on the Company’s financial condition and operations during the three months ended March 31, 2021. The duration and intensity of this global health emergency and related disruptions are uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2021 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel and operational restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of tourism patrons to spend on travel and entertainment and business patrons to spend on MICE.

While each of the Company’s properties are currently open and operating ~~cash flows.~~

at reduced levels due to lower visitation and the implementation of required safety measures, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues to evolve. The Company ~~held unrestricted~~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 the Company’s current operations.

The Company has a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents ~~of $2.0 billion and~~balance, excluding restricted cash and cash equivalents, of ~~$11~~$2.07 billion and access to $1.50 billion, $2.0 billion and $440 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately$2.74 billion at exchange rates in effect on March 31, 2021) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project, as of ~~September 30, 2017.~~March 31, 2021. The Company believes it is able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. The Company has taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash ~~on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants~~outflow of ~~its credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities~~non-essential items.

Discontinued Operations Held for ~~enhancements thereof. In~~Sale

On March ~~2017,~~2, 2021, the Company entered into definitive agreements to sell its Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (collectively referred to as the “Las Vegas Operations”) for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an ~~agreement to amend its U.S. credit facility, which refinanced~~affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. and VICI Properties L.P. The Company currently anticipates the ~~term loans in an aggregate amount of $2.18 billion, extended the maturity~~closing of the ~~term loans~~transaction in the fourth quarter of 2021, subject to ~~March 29, 2024, removed~~regulatory review and other closing conditions. Additionally, as discussed in more detail in “Note 2 — Held for Sale — Discontinued Operations,” the ~~requirement~~Company concluded the Las Vegas Operations met the criteria for held for sale and discontinued operations beginning in the first quarter of 2021. As a result, the Las Vegas Operations is presented in the accompanying condensed consolidated statements of operations as a discontinued operation for all periods presented. Current and non-current assets and liabilities of the Las Vegas Operations are presented in the accompanying condensed consolidated balance sheets as current assets and liabilities held for sale for all periods presented.

Unless otherwise noted, amounts and disclosures throughout these Notes to ~~prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered~~Condensed Consolidated Financial Statements relate to the ~~applicable margin credit spread for borrowings under the term loans (see "— Note 3 — Long-Term Debt — 2013 U.S. Credit Facility").~~Company's continuing operations.

Recent Accounting Pronouncements

~~In May 2014,~~The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards ~~Boards ("FASB"~~Board (“FASB”) issued an accounting standard update (as subsequently amended) on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or ~~services to customers in an amount that reflects what it expects in exchange for~~other standards-setting bodies through the ~~goods or services. It also requires more detailed disclosures to enable users~~filing date of these financial statements ~~to understand~~and does not believe the ~~nature, amount, timing and uncertainty~~future adoption of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2017. The Company plans to adopt the new standard on January 1, 2018, on a full retrospective basis. The Company continues to assess the impact the new standardany such pronouncements will have a material effect on the ~~Company's~~Company’s financial ~~condition,~~position, results of operations and cash flows and related disclosures. Upon adoption, management expects the standard to change the presentation of, and accounting for, complimentary revenues and promotional allowances currently presented in the statements of operations in accordance with current industry standards. It is anticipated a majority of total promotional allowances will be netted against casino revenue and expenses will be allocated among the respective categories in a different manner. Management also anticipates a change in the manner the Company assigns value to accrued customer benefits related to its frequent players programs. The resulting liability will be recorded using the retail value of such benefits less estimated breakage and will be offset against casino revenue. When the benefits are redeemed, revenue will be recognized in the resulting category of the goods or services provided. The adoption of this guidance is not expected to have a material impact on the Company's financial condition or results of operations.flows.

In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification in the statement of cash flows and electing an accounting policy to either estimate the number of forfeitures or account for forfeitures when they occur. The Company adopted this guidance effective January 1, 2017, and as a result, excess tax benefits or deficiencies related to the exercise or vesting of share-based awards are now reflected in the accompanying condensed consolidated statements of operations as a component of income tax expense, whereas previously they were recognized in stockholders' equity when realized. As a result of the prior guidance that required that deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits, the Company had windfall tax benefits of $379 million as of December 31, 2016, that were not reflected in deferred tax assets. With the adoption of the new accounting standard, the Company recorded these deferred tax assets, but established a full valuation allowance against those deferred tax assets based on the determination that it was "more-likely-than-not" that those deferred tax assets would not be realized. The accompanying condensed consolidated statements of cash flows present excess tax benefits as an operating activity on a retrospective basis. The reclassification of the prior period had an immaterial impact on the Company's cash flows from operating and financing activities. The Company has elected to account for forfeitures as they occur rather than account for forfeitures based upon an estimated rate. This change in accounting policy was adopted on a modified retrospective basis and resulted in a $2 million cumulative effect adjustment to retained earnings.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Reclassification

Certain amounts in the ~~condensed consolidated balance sheet as of December 31, 2016,~~accompanying Company’s Condensed Consolidated Financial Statements and ~~the condensed consolidated statement of cash flows for the nine months ended September 30, 2016,~~accompanying notes have been reclassified to be consistent with the current ~~year~~period presentation. ~~The reclassification~~These reclassifications had no ~~impact~~effect on net income for the ~~Company's financial condition, results of operations or cash flows.~~prior periods.

Note 2 — ~~Property~~Held for Sale — Discontinued Operations

On March 2, 2021, the Company entered into definitive agreements to sell the Las Vegas Operations for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”) to Pioneer OpCo, LLC (“OpCo”) an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc and ~~Equipment, Net~~

~~Property~~VICI Properties L.P. (“VICI” and ~~equipment consists~~together with OpCo, the “Purchasers”). Under the terms of the ~~following:~~

September 30,
2017 December 31,
2016
(In millions)
Land and improvements $ 659
$ 626
Building and improvements 17,598
17,478
Furniture, fixtures, equipment and leasehold improvements 3,890
3,720
Transportation 455
454
Construction in progress 1,141
1,094
23,743
23,372
Less — accumulated depreciation and amortization (8,245 ) (7,469 )
$ 15,498
$ 15,903

~~Construction in progress consists~~agreements, OpCo will acquire subsidiaries that hold the operating assets and liabilities of the ~~following:~~

September 30,
2017 December 31,
2016
(In millions)
The Plaza Macao and Four Seasons Hotel Macao $ 441
$ 430
Sands Cotai Central 292
286
Other 408
378
$ 1,141
$ 1,094

~~The $408 million~~Las Vegas Operations for approximately $1.05 billion in ~~other construction~~cash, subject to certain post-closing adjustments, and $1.20 billion in ~~progress as of September 30, 2017, consists primarily of construction~~seller financing in the form of a ~~high-rise residential condominium tower (the "Las~~six-year term loan credit and security agreement and VICI will acquire subsidiaries that hold the real estate and real estate-related assets of the Las Vegas ~~Condo Tower")~~Operations for approximately $4.0 billion in cash. The closing of the Las Vegas Sale is subject to customary closing conditions, including regulatory approvals, and ~~various projects at The Venetian Macao.~~is expected to close during the fourth quarter of 2021.

~~During~~In connection with the ~~nine months ended September 30, 2017 and the three and nine months ended September 30, 2016,~~closing, the Company ~~capitalized $1 million, $12 million~~ and ~~$33 million, respectively, of interest expense. During the three and nine months ended September 30, 2017 and the three and nine months ended September 30, 2016,~~OpCo will enter into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company ~~capitalized approximately $6 million, $18 million, $8 million and $22 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with~~may be required to make certain payments (“Support Payments”) to OpCo. The Support Payments are payable on a monthly basis following closing through the ~~development and construction of property.~~

~~During~~year ending December 31, 2023, based upon the ~~three months ended September 30, 2017, the Company completed an evaluation~~performance of the ~~estimated useful lives~~Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of ~~its property~~the Las Vegas Operations equal to $286 million for 2021 and ~~equipment.~~$500 million for 2022 and 2023 (as it may be adjusted as a result of when the closing occurs). The ~~timing of this review was~~Company’s payment obligations are subject to an annual cap equal to $250 million, subject to prorated reduction depending on when the closing occurs. Each monthly Support Payment is subject to a prorated cap based on the annual cap (as it may be adjusted as a ~~combination~~result of ~~factors accumulating over time that provided~~when the Company with updated information to make a better estimate on the economic lives of certain property and equipment. These factors included (1) the accumulation of historical asset replacement data at the Company's operating properties, which reflects the actual length of time the Company uses certain property and equipment, (2) the stabilization of the operating, regulatory and competitive environment in each jurisdiction the Company operates in, which includes meeting the final land concession government imposed deadlines for the Company's Macao properties on the Cotai Strip, (3) transitioning to more predictable renovation cycles at the Company's operating properties and (4)closing occurs).

After consideration of the ~~estimated useful lives assigned to buildings~~relevant facts, the Company concluded the assets and liabilities of the ~~Company's peers~~Las Vegas Operations met the criteria for classification as held for sale. The Company further concluded the proposed disposal activities represented a strategic shift that will have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB Accounting Standards Codification (“ASC”) 205-20. Accordingly, the financial results of the Las Vegas Operations are presented in the ~~gaming and hospitality industry. Based on these factors,~~accompanying condensed consolidated statements of operations as ~~well as~~discontinued operations for all periods presented.

The Las Vegas Operations are recorded at the ~~anticipated use and condition~~carrying value of the assets. The fair value of the assets was determined to be the stated sales price per the agreements, which is greater than the carrying amount of the net assets and consequently no impairment charge was recognized. Depreciation and amortization on the assets held for sale ceased upon entering into the Las Vegas Sale agreements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table represents summarized balance sheet information of assets and liabilities held for sale:

~~evaluated,~~


	March 31, 2021		December 31, 2020

	(In millions)

Cash and cash equivalents	$	35	$	39
Accounts receivable, net of provision for credit losses of $57 and $59	80		86
Inventories	10		10
Prepaid expenses and other	22		23
Property and equipment, net	2,819		2,830

Other assets, net	227		234
Total held for sale assets in the balance sheet(1)	$	3,193	$	3,222


Accounts payable	$	15	$	9
Construction payables	4		6
Other accrued liabilities	259		232
Long-term debt	2		3
Deferred amounts related to mall sale transactions	342		344
Other long-term liabilities	149		161
Total held for sale liabilities in the balance sheet(1)	$	771	$	755

____________________

(1)All assets and liabilities held for sale were classified as current as it is probable the Company determined that changes to the useful lives of certain property and equipment were appropriate. As a result, the Company revised the estimated useful lives of its buildings, building improvements and land improvements from a range of 15 to 40 years to 10 to 50 years and certain other furniture, fixtures and equipment from 3 to 6 years to 5 to 10 years to better reflect the estimated periods during which these assets are expected to remain in service.

This change in estimated useful lives was accounted for as a change in accounting estimate effective July 1, 2017. The impact of this change for the three and nine months ended September 30, 2017, was a decrease in depreciation and amortization expense and an increase in operating income of $51 million, and an increase in net income of $46 million, or earnings per share of $0.06 on a basic and diluted basis.

~~Note 3 — Long-Term Debt~~

~~Long-term debt consists~~sale of the ~~following:~~Las Vegas Operations will be completed within one year.

September 30,
2017 December 31,
2016
(In millions)
Corporate and U.S. Related⁽¹⁾:

2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferred financing costs of $11) $ 2,155
$ —
2013 U.S. Credit Facility — Term B (net of unamortized original issue discount and deferred financing costs of $13) —
2,170
2013 U.S. Credit Facility — Extended Revolving —
36
Airplane Financings —
56
HVAC Equipment Lease 13
14
Macao Related⁽¹⁾:

2016 VML Credit Facility — Term (net of unamortized deferred financing costs of $59 and $69, respectively) 4,041
4,049
2016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $3 and $4, respectively) 252
266
Other 6
8
Singapore Related⁽¹⁾:

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $35 and $44, respectively) 3,150
2,996
9,617
9,595
Less — current maturities (134 ) (167 )
Total long-term debt $ 9,483
$ 9,428

~~____________________~~


~~(1)~~	Unamortized deferred financing costs of $27 million and $35 million as of September 30, 2017 and December 31, 2016, respectively, related to the U.S., Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.

~~2013 U.S. Credit Facility~~

During March 2017, the Company entered into an agreement (the "Amendment Agreement") to amend the existing 2013 U.S. Credit Facility to, among other things, refinance the term loans (by way of continuing or replacing existing term loans) in an aggregate amount of $2.18 billion (the "2013 Extended U.S. Term B Facility") and to lower the applicable margin credit spread for adjusted Eurodollar rate term loans from 2.25% to 2.00% per annum and for alternative base rate term loans from 1.25% to 1.00% per annum (the interest rate was set at 3.2% as of September 30, 2017). Additionally, the Amendment Agreement removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and extended the maturity date of the term loans from December 19, 2020 to March 29, 2024. The 2013 Extended U.S. Term B Facility is subject to quarterly

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table represents summarized income statement information of discontinued operations:

~~amortization payments of $5 million, which began on~~


	Three Months Ended March 31,
	2021		2020

	(In millions)
Revenues:
Casino	$	53	$	102
Rooms	45		127
Food and beverage	24		74
Convention, retail and other	17		62
Net revenues	139		365
Resort operations expenses	111		182
Provision for credit losses	0		4
General and administrative	75		91

Depreciation and amortization	25		37
Loss on disposal or impairment of assets	2		2
Operating income (loss)	(74)		49

Interest expense	(3)		(3)
Other expense	(1)		(2)
Income (loss) from discontinued operations before income tax	(78)		44
Income tax (expense) benefit	16		(3)
Net income (loss) from discontinued operations presented in the statement of operations	$	(62)	$	41

Adjusted Property EBITDA	$	(47)	$	88

For the three months ended March 31, ~~2017, followed by~~2021, the Company’s Las Vegas Operations were classified as a ~~balloon payment of $2.03 billion due on March 29, 2024.~~discontinued operation held for sale. The Company ~~recorded a $5 million loss on modification of debt during~~applied the ~~nine~~intra-period tax allocation rules to allocate the provision for income taxes between continuing operations and discontinued operations using the “with and without” approach. The Company calculated income tax expense from all financial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributable to continuing operations, the “without” computation. The difference between the “with” and “without” computations was allocated to discontinued operations.

The Company’s effective income tax rate from discontinued operations was (20.5)% for the three months ended ~~September 30, 2017,~~March 31, 2021. This compares to a 7.0% effective income tax rate from discontinued operations for the three months ended March 31, 2020, which reflects the application of the “with and without” approach consistent with intra-period tax allocation rules. The income tax on discontinued operations reflects a 21% corporate income tax rate on the Company’s Las Vegas Operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 3 — Long-Term Debt

Long-term debt consists of the following:


	March 31, 2021		December 31, 2020

	(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $11)	$	1,739	$	1,739
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $4)	496		496
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $10)	990		990
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	743		742



Macao Related(1):
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)	1,792		1,791
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $11)	1,789		1,789
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $8)	792		792
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $16)	1,884		1,884
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $9 and $10, respectively)	691		690
2018 SCL Credit Facility — Revolving	503		0
Other	23		21
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $47 and $50, respectively)	2,955		3,023
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)	45		46

Other	4		1
	14,446		14,004
Less — current maturities	(72)		(75)
Total long-term debt	$	14,374	$	13,929

____________________

(1)Unamortized deferred financing costs of $92 million and$91 million as of March 31, 2021 and December 31, 2020, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in ~~connection with~~other assets, net, in the ~~Amendment Agreement.~~accompanying condensed consolidated balance sheets.

LVSC Revolving Facility

As of ~~September 30, 2017,~~March 31, 2021, the Company had ~~$1.15~~$1.50 billion of available borrowing capacity under the ~~2013 Extended U.S.~~LVSC Revolving Facility, net of outstanding letters of credit.

~~Airplane Financings~~The LVSC Revolving Facility contains a covenant prohibiting the disposition of Core Facilities (as defined in the agreement), which includes the Las Vegas Operations. The Company is evaluating the treatment of the LVSC Revolving Facility in connection with the announced sale of the Las Vegas Operations, which may include an amendment or termination of the existing facility on or prior to the closing date of the sale. Management believes the resolution of the aforementioned covenant will not impact or delay the sale.

~~In March 2017, the Company repaid the outstanding $56 million balance~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

2018 SCL Credit Facility

On January 25, 2021, SCL entered into an agreement with lenders to increase commitments under the ~~Airplane Financings.~~

~~2016 VML~~2018 SCL Credit Facility by 3.83 billion Hong Kong dollars (“HKD,” approximately $492 million at exchange rates in effect on March 31, 2021). During the three months ended March 31, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $456 million at exchange rates in effect on March 31, 2021) under the facility for general corporate purposes.

As of ~~September 30, 2017, the Company~~March 31, 2021, SCL had ~~$1.99~~$2.0 billion of available borrowing capacity under the ~~2016 VML~~2018 SCL Revolving ~~Facility.~~Facility comprised of HKD commitments of 14.09 billion (approximately $1.81 billion at exchange rates in effect on March 31, 2021) and U.S. dollar commitments of $189 million.

2012 Singapore Credit Facility

As of ~~September 30, 2017, the Company~~March 31, 2021, Marina Bay Sands Pte. Ltd. (“MBS”) had ~~495~~SGD 593 million ~~Singapore dollars ("SGD," approximately $364~~(approximately $440 million at exchange rates in effect on ~~September 30, 2017)~~March 31, 2021) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of ~~credit.~~credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 157 million (approximately $116 million at exchange rates in effect on March 31, 2021).

As of March 31, 2021, SGD 3.69 billion (approximately $2.74 billion at exchange rates in effect on March 31, 2021) remains available to be drawn under the Singapore Delayed Draw Term Facility.

Debt Covenant Compliance

As of ~~September 30, 2017,~~March 31, 2021, management believes the Company was in compliance with all debt covenants. During the year ended December 31, 2020, the Company amended its credit facilities to, among other things, waive the Company’s requirement to comply with certain financial covenant ratios through December 31, 2021, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings before interest, income taxes, depreciation and amortization, calculated in accordance with the credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore Credit Facility, respectively. The Company’s compliance with its financial covenants for periods beyond December 31, 2021 could be affected by certain factors beyond the Company’s control, such as the impact of the COVID-19 pandemic, including current travel and border restrictions continuing in the future. The Company will pursue additional waivers to meet the required financial covenant ratios for periods beyond December 31, 2021, if deemed necessary. The Company believes it will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact the Company’s ability to be in compliance with its debt covenants for periods beyond December 31, 2021.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and ~~capital~~finance lease obligations are as follows:

Nine Months Ended
September 30,
2017 2016
(In millions)
Proceeds from 2016 VML Credit Facility $ 649
$ 1,000
Proceeds from 2013 U.S. Credit Facility 5
260
Proceeds from 2011 VML Credit Facility —
1,000
$ 654
$ 2,260
Repayments on 2016 VML Credit Facility $ (662 ) $ (1,000 )
Repayments on 2013 U.S. Credit Facility (57 ) (907 )
Repayments on 2012 Singapore Credit Facility (50 ) (50 )
Repayments on Airplane Financings (56 ) (3 )
Repayments on HVAC Equipment Lease and Other Long-Term Debt (3 ) (3 )
$ (828 ) $ (1,963 )


	Three Months Ended March 31,
	2021		2020

	(In millions)

Proceeds from 2018 SCL Credit Facility	$	505	$	0


	$	505	$	0


Repayments on 2012 Singapore Credit Facility	$	(16)	$	(15)

Repayments on Other Long-Term Debt	(2)		(1)
	$	(18)	$	(16)

Fair Value of Long-Term Debt

The estimated fair value of the ~~Company's~~Company’s long-term debt as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, was approximately ~~$9.57~~$15.36 billion and ~~$9.58~~$15.15 billion, respectively, compared to its ~~carrying~~contractual value of ~~$9.71~~$14.56 billion ~~and $9.70 billion, respectively. The estimated fair value of the Company's long-term debt is based on level 2 inputs (quoted prices in markets that are not active).~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

and $14.12 billion, respectively. The estimated fair value of the Company’s long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

Note 4 — ~~Equity~~Accounts Receivable, Net and ~~Earnings Per Share~~Customer Contract Related Liabilities

~~Common Stock~~Accounts Receivable and Provision for Credit Losses

~~Dividends~~Accounts receivable is comprised of casino, hotel, mall and other receivables, which do not bear interest and are recorded at amortized cost. The Company extends credit to approved casino patrons following background checks and investigations of creditworthiness. The Company also extends credit to gaming promoters in Macao. These receivables can be offset against commissions payable to the respective gaming promoters. Business or economic conditions, the legal enforceability of gaming debts, foreign currency control measures or other significant events in foreign countries could affect the collectability of receivables from patrons and gaming promoters residing in these countries.

~~On March 31, June 30~~Accounts receivable primarily consists of casino receivables. Other than casino receivables, there is no other concentration of credit risk with respect to accounts receivable. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and ~~September 29, 2017,~~collection procedures, and also believes there are no concentrations of credit risk for which a provision has not been established. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivable could change.

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balances. The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. The Company also specifically analyzes the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the patron's financial condition, collection history and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis. The Company also monitors regional and global economic conditions and forecasts, which include the impact of the COVID-19 Pandemic, in its evaluation of the adequacy of the recorded reserves. Account balances are written off against the provision when the Company ~~paid a dividend of $0.73 per common share as part of a regular cash dividend program. During~~believes it is probable the nine months ended September 30, 2017, the Company recorded $1.73 billion as a distribution against retained earnings (of which $946 million related to the Principal Stockholder and his family and the remaining $787 million related to all other shareholders).receivable will not be recovered.

On March 31, June 30 and September 30, 2016, the Company paid a dividend of $0.72 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2016, the Company recorded $1.72 billion as a distribution against retained earnings (of which $933 million related to the Principal Stockholder and his family and the remaining $784 million related to all other shareholders).

~~In October 2017, the Company's Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately$577 million) to be paid on December 29, 2017, to shareholders of record on December 21, 2017.~~

~~In October 2017, the Company announced that its Board of Directors increased the dividend for the 2018 calendar year to $3.00 per common share, or $0.75 per common share per quarter.~~

~~Repurchase Program~~

In October 2014, the Company's Board of Directors authorized the repurchase of $2.0 billion of its outstanding common stock, which expired in October 2016. In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires in November 2018. RepurchasesAccounts receivable, net, consists of the ~~Company's common stock are made at~~following:


	March 31, 2021		December 31, 2020

	(In millions)
Casino	$	376	$	415
Rooms	5		9
Mall	37		49
Other	29		34
	447		507
Less - provision for credit losses	(242)		(255)
	$	205	$	252

The following table shows the ~~Company's discretion in accordance with applicable federal securities laws~~movement in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions. During the nine months ended September 30, 2017, the Company repurchased 5,107,237 shares of its common stockprovision for $300 million (including commissions) under the current program. During the nine months ended September 30, 2016, no shares were repurchased under the previous program. All share repurchases of the Company's common stock have been recorded as treasury stock.

~~Noncontrolling Interests~~

On February 24 and June 23, 2017, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which the Company retained $1.45 billion during the nine months ended September 30, 2017). On February 26 and June 24, 2016, SCL paid a dividend of HKD 0.99 and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which the Company retained $1.45 billion during the nine months ended September 30, 2016).

~~During the nine months ended September 30, 2017 and 2016, the Company distributed $10 million and $11 million, respectively, to certain of its noncontrolling interests.~~

credit losses recognized for accounts receivable:

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(UNAUDITED)


	March 31,
	2021		2020

	(In millions)
Balance at January 1	$	255	$	220
Current period provision for credit losses	4		14
Write-offs	(15)		(16)

Exchange rate impact	(2)		(6)
Balance at March 31	$	242	$	212

Customer Contract Related Liabilities

The Company provides numerous products and services to its patrons. There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

The following table summarizes the liability activity related to contracts with customers:


	Outstanding Chip Liability				Loyalty Program Liability				Customer Deposits and Other Deferred Revenue(1)
	2021		2020		2021		2020		2021		2020

	(In millions)
Balance at January 1	$	197	$	510	$	62	$	63	$	633	$	591
Balance at March 31	153		435		62		60		610		619
Increase (decrease)	$	(44)	$	(75)	$	0	$	(3)	$	(23)	$	28

____________________

(1)Of this amount, $152 million as of March 31 and January 1, 2021, and $154 million as of March 31 and January 1, 2020, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 5 — Equity and Earnings Per Share

Common Stock

Dividends

In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic.

Noncontrolling Interests

In February 2021, SCL announced it will not pay a final dividend for 2020 due to the impact of the COVID-19 Pandemic.

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Earnings (Loss) Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings (loss) per share consisted of the following:


	Three Months Ended March 31,
	2021	2020

	(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)	764	764
Potential dilution from stock options and restricted stock and stock units	0	0
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)	764	764

Antidilutive stock options excluded from the calculation of diluted earnings per share	3	3

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share) 791
795
792
795
Potential dilution from stock options and restricted stock and stock units 1
—
1
—
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) 792
795
793
795
Antidilutive stock options excluded from the calculation of diluted earnings per share 6
7
7
7

~~Accumulated Other Comprehensive Loss~~

~~As of September 30, 2017 and December 31, 2016, accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.~~

Note 56 — ~~Fair Value Measurements~~Income Taxes

The Company’s effective income tax rate from continuing operations was 5.3%for the three months ended March 31, 2021, compared to 31.4% for the three months ended March 31, 2020. The effective income tax rate for the three months ended March 31, 2021, reflects a 17% statutory tax rate on the Company’s Singapore operations and a 21% corporate income tax rate on its domestic operations. The Company's operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, the Company’s subsidiaries in Macao and its peers receive an income tax exemption on gaming operations through June 2022. During the three months ended March 31, 2021, the Company ~~currently uses~~recorded a valuation allowance of $20 million related to certain U.S. foreign ~~currency forward contracts as effective economic hedges~~tax credits, which it no longer expects to ~~manage a portion of its foreign currency exposure. Foreign currency forward contracts involve~~utilize due to lower forecasted U.S. taxable income in years following the ~~purchase and~~ sale of the Las Vegas Operations.

Note 7 — Leases

Lessor

Lease revenue for the Company’s mall operations consists of the following:


	Three months ended March 31,
	2021		2020


	(In millions)
Minimum rents	$	131		$	134
Overage rents	17			5
Rent concessions(1)	(20)			(59)
Other(2)	6			0
Total overage rents, rent concessions and other	3			(54)
	$	134		$	80

___________________

(1)Rent concessions were provided for the periods presented to tenants as a ~~designated currency at an agreed upon rate for settlement~~result of the COVID-19 Pandemic and the impact on mall operations.

(2)Amount related to a ~~specified date. The aggregate notional value of these foreign currency contracts was $144 million~~grant provided by the Singapore government to lessors to support small and ~~$427 million as of September 30, 2017 and December 31, 2016, respectively. As these derivatives have not been designated and/or do not qualify for hedge accounting,~~medium enterprises impacted by the ~~changes~~COVID-19 Pandemic in ~~fair value are recognized as other income (expense) in the accompanying condensed consolidated statements of operations.~~connection with their rent obligations.

~~The following table provides the assets and liabilities carried at fair value:~~

Fair Value Measurements Using:

Total Carrying
Value

Quoted Market
Prices in Active
Markets (Level 1)

Significant Other
Observable
Inputs (Level 2)

Significant
Unobservable
Inputs (Level 3)
(In millions)
As of September 30, 2017
Assets
Cash equivalents⁽¹⁾
$ 694
$ 694
$ —
$ —
Liabilities
Forward contracts⁽²⁾
$ 4
$ —
$ 4
$ —
As of December 31, 2016
Assets
Cash equivalents⁽¹⁾
$ 931
$ 931
$ —
$ —
Forward contracts⁽²⁾
$ 12
$ —
$ 12
$ —

~~____________________~~


~~(1)~~	~~The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.~~

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(UNAUDITED)

~~(2)~~

~~As of September 30, 2017 and December 31, 2016, the Company had~~Note 8 and 18 foreign currency forward contracts, respectively, with fair values based on recently reported market transactions of forward rates. Assets were included in prepaid expenses and other and liabilities were included in other accrued liabilities in the accompanying condensed consolidated balance sheets. During the nine months ended September 30, 2017 and the three and nine months ended September 30, 2016, the Company recorded in other income (expense) a $16 million loss, $10 million gain and $18 million loss, respectively, related to the change in fair value of the forward contracts.

~~Note 6~~ — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal ~~counsel and has accrued a nominal amount for such costs as of September 30, 2017.~~counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the ~~Company's~~Company’s financial condition, results of operations and cash flows.

~~Round Square Company~~Asian American Entertainment Corporation, Limited v. ~~Las Vegas Sands Corp.~~Venetian Macau Limited, et al.

On ~~October 15, 2004, Richard Suen and Round Square Company~~February 5, 2007, Asian American Entertainment Corporation, Limited ~~("Roundsquare"~~(“AAEC” or “Plaintiff”) ~~filed an action~~brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against ~~LVSC,~~ Las Vegas Sands, Inc. ~~("LVSI"~~(now known as Las Vegas Sands, LLC (“LVSLLC”)), ~~Sheldon G. Adelson~~Venetian Casino Resort, LLC (“VCR”) and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner inand David Friedman, who are former executives of the ~~District Court of Clark County, Nevada (the "District Court"), asserting a~~Company. The Prior Action sought damages based on an alleged breach of ~~an alleged agreement to pay~~agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a ~~success fee of $5 million and 2.0% of the net profit from the Company's Macao resort operations~~bid in response to the ~~plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between~~public tender held by the parties. Pursuant to an order filed March 16, 2006, plaintiffs' fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdictMacao government for the ~~plaintiffs in~~award of gaming concessions at the ~~amount~~end of ~~$44 million. On June 30, 2008, a judgment was entered in this matter in the amount of $59 million (including pre-judgment interest).~~2001. The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs' breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70 million. On May 28, 2013, a judgment was entered in the matter in the amount of $102 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company's motion. On October 17, 2013, theU.S. District Court entered an order ~~granting plaintiff's request for certain costs and fees associated~~dismissing the Prior Action on April 16, 2010.

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the ~~litigation~~Macao Judicial Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim was for 3.0 billionpatacas (approximately $375 million at exchange rates in effect on March 31, 2021). The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the ~~amount~~“U.S. Defendants”) for their joint presentation of ~~approximately $1 million.~~a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On ~~December 6, 2013,~~July 4, 2012, the ~~Company~~Defendants filed their defense to the Macao Action with the Macao Judicial Court and amended the defense on January 4, 2013.

On March 24, 2014, the Macao Judicial Court issued a ~~notice of~~decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision and the appeal is currently pending.

On June 5, 2015, the U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the ~~jury verdict~~Prior Action. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. As of the end of December 2016, all appeals (including VML’s dismissal and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the ~~Nevada Supreme~~appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. ~~The Company filed its opening appellate brief with~~Evidence gathering by the ~~Nevada Supreme~~Macao Judicial Court commenced by letters rogatory, which was completed on ~~June 16, 2014.~~ March 14, 2019, and the trial of this matter was scheduled for September 2019.

On ~~August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September~~July 15, ~~2014, to file their answering brief. On September 15, 2014, Roundsquare filed~~2019, AAEC submitted a request to the ~~Nevada Supreme~~Macao Judicial Court to ~~file a brief exceeding~~increase the ~~maximum number~~amount of ~~words,~~its claim to 96.45 billion patacas (approximately $12.04 billion at exchange rates in effect on March 31, 2021), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022 in due course at the enforcement stage. On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defendants appealed the decision granting AAEC’s request. On September 26, 2019, the Macao Judicial Court accepted that appeal and it is currently pending before the Macao Second Instance Court.

On September 2, 2019, the U.S. Defendants moved to revoke the legal aid granted to AAEC, which ~~was granted.~~excuses AAEC from paying its share of court costs. On ~~October 10, 2014, Roundsquare filed its answering brief. On January 12, 2015,~~September 4, 2019, the ~~defendants filed their reply brief. On January 27, 2015, Roundsquare filed its reply brief.~~Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The Nevada Supreme Court set oral argument for December 17, 2015, before a panel of justices only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled. On March 11, 2016, the Nevada Supreme Court issued an order affirming the judgment of liability, but reversing the damages award and remanding for a new trial on damages. On March 29, 2016, Roundsquare filed a petition for

U.S. Defendants appealed that

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~rehearing.~~deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds. The ~~Nevada Supreme~~U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December 4, 2019, the Macao Judicial Court ordered an answer by the Company, which the Company filed on May 4, 2016. On May 12, 2016, Roundsquare filed a motion for leave to file a reply brief in support of its petition for rehearing, and on May 19, 2016, the Company filed an opposition to that motion. On June 24, 2016, the Nevada Supreme Court issued an order granting Roundsquare's petition for rehearing and submitting the appeal for decision on rehearing without further briefing or oral argument. On July 22, 2016, the Nevada Supreme Court once again ordered a new trial as to plaintiff Roundsquare on the issue of quantum merit damages. A pre-trial hearing was set in District Court for December 12, 2016. At the December 12, 2016 hearing, the District Court indicated thatstated it would ~~allow a scope~~reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of ~~trial~~that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao Public Prosecutor regarding the propriety of legal aid and ~~additional discovery into areas the Company opposed as inconsistent~~consult with the ~~Nevada Supreme Court's remand. The District Court issued a written order on the scope of retrial~~trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and ~~discovery dated December 15, 2016. On January 5, 2017, the Company moved for a stay of proceedings in the District Court, pending the Nevada Supreme Court's resolution~~two of the ~~Company's petition for writ of mandamus or prohibition, which was filed on January 13, 2017. On February 13, 2017, the District~~U.S. defendants’ former executives, individually. The Macao Judicial Court denied the motion to ~~stay~~revoke legal aid on January 14, 2020.

On June 18, 2020, the U.S. Defendants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disruptions and other extraordinary circumstances resulting from the ongoing COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021.

The Macao Action is in a preliminary stage and management has determined that based on proceedings ~~and, on February 16, 2017,~~to date, it is currently unable to determine the ~~Nevada Supreme Court denied~~probability of the ~~writ. The parties are presently engaged in document discovery.~~outcome of this matter or the range of reasonably possible loss, if any. The Company ~~has accrued a nominal amount for estimated costs related~~intends to ~~this legal matter as of September 30, 2017. In the event that the Company's assumptions used to evaluate~~defend this matter ~~change in future periods, it may be required to record an additional liability for an adverse outcome.~~vigorously.

~~Frank J. Fosbre, Jr.~~The Daniels Family 2001 Revocable Trust v. ~~Las Vegas Sands Corp., Sheldon G. Adelson and William P. Weidner~~LVSC, et al.

On ~~May 24, 2010, Frank J. Fosbre, Jr.~~October 22, 2020, The Daniels Family 2001 Revocable Trust, a putative purchaser of the Company’s shares, filed a purported class action complaint in the U.S. District Court against LVSC, Sheldon G. Adelson and ~~William P. Weidner.~~Patrick Dumont. The complaint ~~alleged~~asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC ~~through the individual defendants, disseminated or approved~~made materially false ~~information,~~or misleading statements, or failed to disclose material facts, from February 27, 2016 through ~~press releases, investor conference calls~~September 15, 2020, with respect to its operations at the Marina Bay Sands, its compliance with Singapore laws and ~~other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages~~regulations, and ~~attorneys' fees~~its disclosure controls and ~~costs.~~procedures. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys' fees and costs. On August 31, 2010,January 5, 2021, the U.S. District Court entered an order ~~consolidating the Fosbre~~appointing Carl S. Ciaccio and ~~Combs cases, and appointed~~Donald M. DeSalvo as lead plaintiffs ~~and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter.~~(“Lead Plaintiffs”). On ~~November 1, 2010,~~March 8, 2021, Lead Plaintiffs filed a purported class action amended complaint ~~was filed in the consolidated action~~ against LVSC, Sheldon G. Adelson, Patrick Dumont, and ~~William P. Weidner. The amended complaint alleges that LVSC,~~Robert G. Goldstein, alleging similar violations of Sections 10(b) and 20(a) of the Exchange Act over the same time period of February 27, 2016 through September 15, 2020. On March 22, 2021, the ~~individual defendants, disseminated or approved materially false and misleading information, or failed~~U.S. District Court granted Lead Plaintiffs’ motion to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys' fees and costs. On January 10, 2011,substitute Dr. Miriam Adelson, in her capacity as the ~~defendants filed~~Special Administrator for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a defendant in this action. Pursuant to a scheduling order entered by the U.S. District Court, the Company anticipates bringing a motion to dismiss the amended complaint ~~which,~~ on ~~August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November~~or before May 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants' Motion for Partial Reconsideration of the U.S. District Court's order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the "Second Amended Complaint") seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to2021. All briefings on the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process was suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Second Amended Complaint. Discovery in the matter resumed. On January 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closed on July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, defendants filed motions for summary judgment. Plaintiffs filed an opposition to the motions for summary judgment on March 11, 2016. Defendants filed their replies in support of summary judgment on April 8, 2016. Summary judgment in favor of the defendants was entered on January 4, 2017. The plaintiffs filed a notice of appeal on February 2, 2017, and their opening brief in support of their appeal on July 14, 2017. Defendants filed their answering briefs in opposition to the appeal on October 13, 2017. The Company intends to defend this matter vigorously.

~~Benyamin Kohanim v. Adelson, et al.~~

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the "Kohanim action") on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the Foreign Corrupt Practices Act. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the "Gaines action") on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22, 2013. The District Court granted several successive stays since that time, but lifted the stay on April 25, 2017, following an in-chambers status check. On July 20, 2017, the District Court ordered counsel of record for all parties to appear for an August 10, 2017 status check. The District Court subsequently ordered the parties to submit supplemental briefing on the pending motion to dismiss and a hearing on that motion is scheduled ~~for November 9, 2017.~~to be completed by August 5, 2021. This ~~consolidated~~ action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

~~Nasser Moradi, et al.~~Turesky v. Sheldon G. Adelson, et al.

On ~~April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto~~December 28, 2020, Andrew Turesky filed a putative shareholder derivative action ~~(the "Moradi action"), as amended on April 15, 2011,~~ on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, ~~Jason N. Ader,~~Patrick Dumont, Robert G. Goldstein, Irwin Chafetz, Micheline Chau, Charles D. Forman, Steven L. Gerard, George ~~P. Koo, Michael~~Jamieson, Charles A. ~~Leven, Jeffrey H. Schwartz~~Koppelman, Lewis Kramer and ~~Irwin A. Siegel, the members~~David F. Levi, all of whom are current or former directors and/or officers of LVSC. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, violations of Sections 10(b), 14(a) and 20(a) of the ~~Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim~~Exchange Act and ~~Gaines actions. The complaint seeks to recover~~ for ~~the Company unspecified damages, including exemplary damages~~contribution under Sections 10(b) and restitution, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the "LAMPERS action") on behalf21D of the ~~Company in~~Exchange Act. On February 24, 2021, the U.S. District Court ~~against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel,~~entered an order granting the ~~members~~parties’ stipulation to stay this action in light of the ~~Board of Directors at~~Daniels Family 2001 Revocable Trust putative securities class action (the “Securities Action”). Subject to the ~~time, and Wing T. Chao, a former member~~terms of the ~~Board~~parties’ stipulation, this action is stayed until 30 days after the final resolution of ~~Directors. The complaint raises substantially similar claims as alleged in~~ the ~~Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages,~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the "Zaremba action") on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss ~~or alternatively to stay~~in the ~~federal action due to the parallel District Court action described above.~~Securities Action. On ~~May 25, 2012, the case was transferred to a new judge. On August 27, 2012,~~March 11, 2021, the U.S. District Court granted the plaintiff’s motion to ~~stay pending a further update of~~substitute Dr. Miriam Adelson, in her capacity as the Special ~~Litigation Committee due on October 30, 2012. On October 30, 2012,~~Administrator for the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants requestestate of Sheldon G. Adelson, for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned toSheldon G. Adelson as a ~~new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action~~defendant in Kohanim described above. Pursuant to a series of court orders, the parties have filed a number of status reports during the pendency of the stay, including most recently on June 16, 2017.This consolidatedthis action. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

~~Asian American Entertainment Corporation, Limited v.~~

Note 9 — Segment Information

The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian ~~Macau Limited, et al.~~

~~On January 19, 2012, Asian American Entertainment Corporation, Limited ("AAEC") filed a claim (the "Macao action") with~~Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has included Ferry Operations and Other (comprised primarily of the ~~Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. ("LVS (Nevada)"),~~Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other to reconcile to the condensed consolidated results of operations and financial condition. The operations that comprised the Company’s former Las Vegas ~~Sands, LLC ("LVSLLC")~~Operating Properties reportable business segment were classified as discontinued operations and ~~VCR (collectively,~~ the "Defendants"). The claim is for 3.0 billion patacas (approximately $373 million at exchange rates in effect on September 30, 2017) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the "U.S. Defendants") for their joint presentation of a bid in response to the public tender held by the Macao governmentinformation below for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognitionthree months ended March 31, 2021 and ~~enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC's claims against the U.S. Defendants.~~

On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC's claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants.

AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S. judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the U.S. Defendants applied to the Macao Judicial

2020, excludes these results.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company’s segment information for the three months ended March 31, 2021 and 2020 is as follows:

~~Court to dismiss~~


	Casino		Rooms		Food and Beverage		Mall		Convention, Retail and Other		Net Revenues

	(In millions)
Three Months Ended March 31, 2021
Macao:
The Venetian Macao	$	266	$	19	$	6	$	46	$	3	$	340
The Londoner Macao	91		19		7		14		6		137
The Parisian Macao	59		12		5		10		1		87
The Plaza Macao and Four Seasons Macao	115		11		4		39		1		170
Sands Macao	31		3		1		0		0		35
Ferry Operations and Other	0		0		0		0		8		8
	562		64		23		109		19		777
Marina Bay Sands	303		32		33		47		11		426
Intercompany royalties(1)	0		0		0		0		25		25


Intercompany eliminations(2)	0		0		0		0		(32)		(32)
Total net revenues	$	865	$	96	$	56	$	156	$	23	$	1,196

Three Months Ended March 31, 2020
Macao:
The Venetian Macao	$	251	$	21	$	5	$	29	$	9	$	315
The Londoner Macao	123		27		8		9		3		170
The Parisian Macao	115		13		5		6		2		141
The Plaza Macao and Four Seasons Macao	83		4		3		17		0		107
Sands Macao	64		2		2		0		1		69
Ferry Operations and Other	0		0		0		0		12		12
	636		67		23		61		27		814
Marina Bay Sands	439		74		41		42		16		612
Intercompany royalties(1)	0		0		0		0		35		35

Intercompany eliminations(2)	0		0		0		0		(44)		(44)
Total net revenues	$	1,075	$	141	$	64	$	103	$	34	$	1,417

____________________

(1)Royalties earned from foreign operations, which were previously included in the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The U.S. Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from PortugueseLas Vegas Operating Properties and U.S. law experts. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged on April 7, 2016, together with a request that the appeal be heard immediately. By a decision dated April 13, 2016, the Macao Judicial Court accepted that the appeal be heard immediately. Legal arguments were submitted May 23, 2016. AAEC replied to the legal arguments on or about July 14, 2016, which was three days late, upon payment of a penalty. The U.S. Defendants submitted a response on September 20, 2016. On December 13, 2016, the Macao Judicial Court confirmed its earlier decision not to stay the proceedings pending appeal. Aswill continue post-closing of the ~~end of December 2016, all appeals (including VML's dismissal~~sale.

(2)Intercompany eliminations include royalties and the res judicata appeals) were being transferred to the Macao Second Instance Court. On May 11, 2017, the Macao Second Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered that the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court has commenced by letters rogatory. On June 30, 2017, the Macao Judicial Court sent letters rogatory to the Public Prosecutor's office, for onward transmission to relevant authorities in the U.S. and Hong Kong.other intercompany services.

On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The Macao Public Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect to that application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings was submitted to the Macao Lawyer's Association on October 19, 2015. A letter dated February 26, 2016, has been received from the Conselho Superior de Advocacia of the Macao Bar Association advising that disciplinary proceedings have commenced. A further letter dated April 5, 2016, was received from the Conselho Superior de Advocacia requesting confirmation that the signatories of the complaint were acting within their corporate authority. By a letter dated April 14, 2016, such confirmation has been provided. On September 28, 2016, the Conselho Superior de Advocacia invited comments on the defense, which had been lodged by AAEC's Macao lawyer.

On July 9, 2014, the plaintiff filed another action in the U.S. District Court against LVSC, LVSLLC, VCR (collectively, the "LVSC entities"), Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion. On November 4, 2014, plaintiff finally effected notice on the LVSC entities, which was followed by a motion to dismiss by the LVSC entities on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the LVSC entities moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the LVSC entities' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the LVSC entities' sanctions motion. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the "Prior Action") in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the "Nevada Action") against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC's filing, and the U.S. District Court's dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	Three Months Ended March 31,
	2021		2020

	(In millions)
Intersegment Revenues
Macao:
The Venetian Macao	$	1	$	1
Ferry Operations and Other	5		7
	6		8
Marina Bay Sands	1		1
Intercompany royalties	25		35
Total intersegment revenues	$	32	$	44

~~Note 7 — Segment Information~~

~~The Company's principal operating~~


	Three Months Ended March 31,
	2021		2020

	(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao	$	82	$	49
The Londoner Macao	(23)		0
The Parisian Macao	(8)		(3)
The Plaza Macao and Four Seasons Macao	70		28
Sands Macao	(18)		(1)
Ferry Operations and Other	(3)		(6)
	100		67
Marina Bay Sands	144		282
Consolidated adjusted property EBITDA(1)	244		349
Other Operating Costs and Expenses
Stock-based compensation(2)	(5)		(3)
Corporate	(49)		(59)
Pre-opening	(5)		(5)
Development	(9)		(6)
Depreciation and amortization	(255)		(253)
Amortization of leasehold interests in land	(14)		(14)
Loss on disposal or impairment of assets	(3)		(3)
Operating income (loss)	(96)		6
Other Non-Operating Costs and Expenses
Interest income	1		13
Interest expense, net of amounts capitalized	(154)		(128)
Other income (expense)	(17)		39

Income tax expense	(14)		(22)
Net loss from continuing operations	$	(280)	$	(92)

____________________

(1)Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and ~~developmental activities occur~~amortization, amortization of leasehold interests in ~~three geographic areas: Macao, Singapore~~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 the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; The Parisian Macao, which opened in September 2016; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas Operating Properties; and Sands Bethlehem. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above, which include the renovation, expansion and rebranding of Sands Cotai Central and the Four Seasons Macao Hotel Tower Suites in Macao, and our Las Vegas Condo Tower (which construction currentlyincome taxes. Consolidated adjusted property EBITDA is suspended) in the United States. The Company has included Ferry Operations and Other (comprised primarily of the Company's ferry operations and various other operations that are ancillary to its properties in Macao) to reconcile to condensed consolidated results of operations anda supplemental non-GAAP financial condition. The Company has included Corporate and Other (which includes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to condensed consolidated financial condition. The Company's segment informationmeasure used by management, as ~~of September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016, is as follows:~~well

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Net Revenues
Macao:
The Venetian Macao $ 718
$ 773
$ 2,146
$ 2,188
Sands Cotai Central 474
518
1,386
1,521
The Parisian Macao 418
69
1,097
69
The Plaza Macao and Four Seasons Hotel Macao 147
161
427
434
Sands Macao 143
167
486
527
Ferry Operations and Other 44
46
130
126
1,944
1,734
5,672
4,865
Marina Bay Sands 793
762
2,329
2,076
United States:
Las Vegas Operating Properties 378
384
1,196
1,125
Sands Bethlehem 148
147
437
432
526
531
1,633
1,557
Intersegment eliminations (64 ) (58 ) (188 ) (163 )
Total net revenues $ 3,199
$ 2,969
$ 9,446
$ 8,335

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ 1
$ 2
$ 4
$ 5
Ferry Operations and Other 10
10
30
29
11
12
34
34
Marina Bay Sands 2
2
6
6
Las Vegas Operating Properties 51
44
148
123
Total intersegment revenues $ 64
$ 58
$ 188
$ 163

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao $ 263
$ 315
$ 808
$ 827
Sands Cotai Central 155
176
431
484
The Parisian Macao 135
19
323
19
The Plaza Macao and Four Seasons Hotel Macao 52
62
162
154
Sands Macao 41
46
134
125
Ferry Operations and Other 6
10
18
25
652
628
1,876
1,634
Marina Bay Sands 442
391
1,299
1,023
United States:
Las Vegas Operating Properties 76
86
277
245
Sands Bethlehem 40
37
113
113
116
123
390
358
Consolidated adjusted property EBITDA⁽¹⁾
1,210
1,142
3,565
3,015
Other Operating Costs and Expenses
Stock-based compensation (4 ) (2 ) (11 ) (12 )
Corporate (51 ) (39 ) (136 ) (208 )
Pre-opening (1 ) (86 ) (7 ) (128 )
Development (3 ) (3 ) (8 ) (7 )
Depreciation and amortization (265 ) (277 ) (913 ) (792 )
Amortization of leasehold interests in land (9 ) (10 ) (28 ) (29 )
Loss on disposal or impairment of assets (21 ) (5 ) (27 ) (15 )
Operating income 856
720
2,435
1,824
Other Non-Operating Costs and Expenses
Interest income 4
2
11
6
Interest expense, net of amounts capitalized (83 ) (65 ) (240 ) (198 )
Other income (expense) (19 ) 21
(80 ) (33 )
Loss on modification or early retirement of debt —
(3 ) (5 ) (3 )
Income tax expense (73 ) (69 ) (220 ) (187 )
Net income $ 685
$ 606
$ 1,901
$ 1,409

~~____________________~~

~~(1)~~

Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income 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. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in consolidated adjusted property EBITDA.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

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. The Company has 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, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.

(2)During the three months ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense of $7 million and $7 million, respectively, of which $2 million and $4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.


	Three Months Ended March 31,
	2021		2020

	(In millions)
Capital Expenditures
Corporate and Other	$	0	$	3
Macao:
The Venetian Macao	22		23
The Londoner Macao	238		131
The Parisian Macao	1		4
The Plaza Macao and Four Seasons Macao	5		82
Sands Macao	2		1

	268		241
Marina Bay Sands	23		46
Total capital expenditures	$	291	$	290

Nine Months Ended
September 30,
2017 2016
(In millions)
Capital Expenditures
Corporate and Other $ 5
$ 6
Macao:
The Venetian Macao 113
50
Sands Cotai Central 58
97
The Parisian Macao 149
798
The Plaza Macao and Four Seasons Hotel Macao 19
9
Sands Macao 6
13
Ferry Operations and Other 4
3
349
970
Marina Bay Sands 137
50
United States:
Las Vegas Operating Properties 86
57
Sands Bethlehem 15
20
101
77
Total capital expenditures $ 592
$ 1,103

September 30,
2017 December 31,
2016
(In millions)
Total Assets
Corporate and Other $ 463
$ 465
Macao:
The Venetian Macao 2,173
2,642
Sands Cotai Central 3,722
4,152
The Parisian Macao 2,523
2,711
The Plaza Macao and Four Seasons Hotel Macao 928
966
Sands Macao 300
316
Ferry Operations and Other 271
281
9,917
11,068
Marina Bay Sands 4,988
5,031
United States:
Las Vegas Operating Properties 3,749
3,214
Sands Bethlehem 691
691
4,440
3,905
Total assets $ 19,808
$ 20,469

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

September 30,
2017 December 31,
2016
(In millions)
Total Long-Lived Assets⁽¹⁾

Corporate and Other $ 251
$ 264
Macao:
The Venetian Macao 1,705
1,726
Sands Cotai Central 3,532
3,720
The Parisian Macao 2,400
2,572
The Plaza Macao and Four Seasons Hotel Macao 859
874
Sands Macao 225
245
Ferry Operations and Other 149
157
8,870
9,294
Marina Bay Sands 4,294
4,192
United States:
Las Vegas Operating Properties 2,773
2,815
Sands Bethlehem 544
548
3,317
3,363
Total long-lived assets $ 16,732
$ 17,113

~~____________________~~


~~(1)~~	~~Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and leasehold interests in land, net of accumulated amortization.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

ITEM 2 — ~~MANAGEMENT'S~~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~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” are forward-looking statements. See ~~"—Special~~“Special Note Regarding Forward-Looking Statements."”

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus 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 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 has decreased substantially, driven by various government policies limiting travel. As of the date of this report, other than people from mainland China who 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 enhanced quarantine requirements depending on the person’s residency and recent travel history.

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.

All businesses including non-essential businesses are allowed to remain open.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,000 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.

During the three months ended March 31, 2021, our Macao operations remained open. This compared to the same period in 2020 when our Macao operations were suspended from February 5, 2020 to February 20, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020.

Operating hours at restaurants across our Macao properties are continuously being adjusted in line with movements 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 Macao 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.

During the three months ended March 31, 2020 our Macao casino operations were suspended from February 5, 2020 to February 20, 2020 due to a government mandate, except for operations at The Londoner Macao, which resumed on February 27, 2020. Our Macao operations have been significantly impacted by the lack of visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased 31.8% during the three months ended March 31, 2021, as compared to the same period in 2020. The Macao government also announced gross gaming revenue decreased 22.5% during the three months ended March 31, 2021, as compared to the same period in 2020.

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Singapore started administering the COVID-19 vaccine on December 30, 2020 to front-line health workers and continues to roll-out the vaccine in phases to other groups based on priority.

In Las Vegas, beginning March 15, 2021, the limit for public events was increased to the lesser of 250 people or 50% of the venue’s capacity, provided social distancing measures and various safety and related protocols are followed. Large gatherings such as meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, up to a maximum of 50% of the venue’s capacity, may be held subject to approval. Food and beverage establishments and the gaming floor are subject to a 50% capacity limit, compared to a previous capacity limit of 35%.

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 three months ended March 31, 2021, our Las Vegas Operating Properties were open subject to limited capacities. This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended due to a government mandate on March 18, 2020 through the end of the quarter.

Visitation to our Las Vegas Operating Properties has declined during the three months ended March 31, 2021. The Las Vegas Convention and Visitors Authority announced for the months ended January and February 2021, visitation to Las Vegas decreased 63.5% and 53.8%, respectively, as compared to the same periods in 2020. The Las Vegas Convention and Visitors Authority also announced for the months ended January and February 2021, gross gaming revenue for the Las Vegas Strip decreased 43.8% and 41.6%, respectively, as compared to the same periods in 2020.

In connection with the Singapore and Las Vegas properties, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. 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 each of our properties are currently open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described above, 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.

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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 $2.07 billion and access to $1.50 billion, $2.00 billion and $440 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and 3.69 billion Singapore dollars (“SGD,” approximately $2.74 billion at exchange rates in effect on March 31, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the Marina Bay Sands expansion project, as of March 31, 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

~~Generally, we~~We view each of our ~~integrated resort~~Integrated Resort properties as an operating segment. Our operating segments in ~~the~~ Macao ~~Special Administrative Region ("Macao") of the People's Republic of China~~ consist of The Venetian Macao; ~~Sands Cotai Central;~~The Londoner Macao; The Parisian ~~Macao, which opened on September 13, 2016;~~Macao; The Plaza Macao and Four Seasons ~~Hotel~~ Macao; and the Sands Macao. Our operating segment in Singapore is ~~the~~ Marina Bay Sands. ~~Our operating segments in the U.S. consist of the~~

On March 2, 2021, we entered into definitive agreements to sell our Las Vegas ~~Operating Properties, which includes~~real property and operations, including The Venetian Resort Las Vegas ~~The Palazzo~~ and the Sands Expo ~~Center;~~ 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 ~~Sands Bethlehem.~~transaction is subject to regulatory review and other closing conditions.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” presented in our ~~2016~~2020 Annual Report on Form 10-K filed on February ~~24, 2017.~~5, 2021.

With the exception of the change in the useful lives of certain property and equipment (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net"), thereThere were no newly identified significant accounting estimates during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, nor were there any material changes to the critical accounting policies and estimates discussed in our ~~2016~~2020 Annual Report.

Recent Accounting Pronouncements

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

~~Summary Financial Results~~

~~The following table summarizes our results of operations:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016
Percent
Change
2017 2016
Percent
Change
(Dollars in millions)
Net revenues $ 3,199
$ 2,969
7.7 % $ 9,446
$ 8,335
13.3 %
Operating expenses 2,343
2,249
4.2 % 7,011
6,511
7.7 %
Operating income 856
720
18.9 % 2,435
1,824
33.5 %
Income before income taxes 758
675
12.3 % 2,121
1,596
32.9 %
Net income 685
606
13.0 % 1,901
1,409
34.9 %
Net income attributable to Las Vegas Sands Corp. 570
513
11.1 % 1,595
1,161
37.4 %

The increase in operating income was due to The Parisian Macao, which opened in September 2016, stronger results at Marina Bay Sands in Singapore and the impact of the change in useful lives of certain property and equipment. The increase in net income and net income attributable to Las Vegas Sands Corp. reflected the increase in operating income, partially offset by increases in net income attributable to noncontrolling interests, other expense, interest expense and income tax expense, as further described below.

Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, ~~Sands Cotai Central,~~The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons ~~Hotel~~ Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of ~~customers~~patrons who stay at the hotel, which affects the price ~~that can be~~ charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao ~~and Sands Bethlehem~~ are principally driven by ~~casino customers~~the volume of gaming patrons who visit the ~~properties~~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"~~(“drop”), which is net markers issued (credit

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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, ~~("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. ~~Beginning~~Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with ~~the three months ended March 31, 2017, we revised the expected range for~~ our ~~Macao operations due~~loyalty programs and allocating casino revenues related to ~~the Rolling Chip win percentage experience over the last several years.~~goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage ~~(calculated before discounts and commissions) is expected~~of 3.15% to ~~be 3.0% to 3.3%~~3.45% in Macao and ~~2.7% to 3.0% in~~ Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage ~~(calculated before discounts)~~ of ~~24.7%~~25.7%, ~~20.1%~~22.5%, ~~19.3%~~22.7%, ~~21.8%~~22.5%, ~~19.4%~~16.3% and ~~28.5%~~18.4% at The Venetian Macao, ~~Sands Cotai Central,~~The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons ~~Hotel~~ Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage ~~(calculated before slot club cash incentives)~~ of ~~5.0%~~4.0%, ~~3.9%~~4.1%, ~~3.7%~~3.8%, ~~7.1%~~9.0%, ~~3.4%~~3.3% and 4.4% at The Venetian Macao, ~~Sands Cotai Central,~~The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons ~~Hotel~~ 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, ~~14.9%~~15.9% and ~~34.9%~~12.1%, respectively, of our table games play was conducted on a credit basis for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 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 ~~that are~~(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. ~~Beginning~~Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with ~~the three months ended March 31, 2017, we revised the expected range for~~ our ~~Las Vegas Operating Properties due~~loyalty programs and allocating casino revenues related to ~~the win percentage experienced over the last several years.~~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 ~~(calculated before discounts)~~ of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. ~~Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 20.0%.~~ Our slot machines have produced a trailing 12-month hold percentage ~~(calculated before slot club cash incentives)~~ of 8.0%. Actual win and ~~6.6% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win~~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 ~~59.2%~~62.7% of our table games play at our Las Vegas Operating Properties, for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, was conducted on a credit ~~basis, while our table games play in Pennsylvania is primarily conducted on a cash~~ basis.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate ("(“ADR,"” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other ~~requirements.~~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. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by type of customer and room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room ~~("RevPAR"~~(“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 ~~resold~~re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and RevPAR may be higher than the ADR.

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"~~(“GLOA”) divided by gross leasable area ~~("GLA"~~(“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 ~~that is~~ 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 ~~sum of~~ 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.

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Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2020

Summary Financial Results

Our financial results were adversely impacted by decreased visitation at our properties due to the COVID-19 Pandemic, as well as by our properties temporarily operating at a reduced capacity due to social distancing measures. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended March 31, 2021, decreased 15.6% to $1.20 billion, compared to $1.42 billion for the three months ended March 31, 2020. Operating loss was $96 million compared to operating income of $6 million for the three months ended March 31, 2020. Net loss was $280 million for the three months ended March 31, 2021, compared to net loss of $92 million for the three months ended March 31, 2020.

Operating Revenues

Our net revenues consisted of the following:


									Three Months Ended March 31,
	Three Months Ended September 30,								2021		2020		Percent Change
	2017			2016			Percent Change
	(Dollars in millions)								(Dollars in millions)
Casino	$	2,511		$	2,307		8.8%	Casino	$	865	$	1,075	(19.5)	%
Rooms	411			402			2.2%	Rooms	96		141		(31.9)	%
Food and beverage	198			184			7.6%	Food and beverage	56		64		(12.5)	%
Mall	160			147			8.8%	Mall	156		103		51.5	%
Convention, retail and other	128			141			(9.2)%	Convention, retail and other	23		34		(32.4)	%
	3,408			3,181			7.1%
Less — promotional allowances	(209		)	(212		)	1.4%
Total net revenues	$	3,199		$	2,969		7.7%	Total net revenues	$	1,196	$	1,417	(15.6)	%

Consolidated net revenues were ~~$3.20~~$1.20 billion for the three months ended ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~$230~~$221 million compared to ~~$2.97~~$1.42 billion for the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~increase~~decrease was ~~primarily due to increases~~across our jurisdictions and properties with decreases of ~~$349~~$186 million ~~at The Parisian Macao, which opened in September 2016,~~ and ~~$31~~$35 million at Marina Bay Sands ~~primarily~~and our Macao operations, respectively. These decreases were driven by the COVID-19 Pandemic described above and the related reduction in visitation due to ~~increased~~travel restrictions and our properties operating at a reduced capacity due to social distancing measures.

Net casino revenues ~~partially offset by a $137 million decrease at our Macao properties (excluding The Parisian Macao), driven by~~ decreased ~~casino revenues.~~

~~Casino revenues increased $204~~$210 million compared to the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~increase~~change was ~~due to increases of $321~~driven by a $136 million ~~at The Parisian Macao and $37 million~~decrease at Marina Bay Sands ~~driven primarily by an increase~~due to decreases in Non-Rolling Chip drop and Rolling Chip volume. Casino revenues at our Macao operations decreased $74 million due to decreases in Rolling Chip ~~volume. This increase was partially offset~~volume, Non-Rolling Chip drop and slot handle. These decreases were driven by ~~a $145 million decrease at~~lower visitation across our ~~Macao~~ properties ~~(excluding The Parisian Macao), driven primarily by a decrease in Rolling Chip win percentage.~~due the impact of the COVID-19 Pandemic described above. The following table summarizes the results of our casino activity:


	Three Months Ended March 31,
	2021			2020			Change

	(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues	$	266		$	251		6.0	%
Non-Rolling Chip drop	$	908		$	817		11.1	%
Non-Rolling Chip win percentage	27.4		%	27.0		%	0.4	pts
Rolling Chip volume	$	1,231		$	2,270		(45.8)	%
Rolling Chip win percentage	4.43		%	3.03		%	1.40	pts
Slot handle	$	462		$	438		5.5	%
Slot hold percentage	4.0		%	4.5		%	(0.5)	pts

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									Three Months Ended March 31,
	Three Months Ended September 30,								2021			2020			Change
	2017			2016			Change
	(Dollars in millions)								(Dollars in millions)
Macao Operations:
The Venetian Macao
Total casino revenues	$	617		$	670		(7.9)%
Non-Rolling Chip drop	$	1,892		$	1,714		10.4%
Non-Rolling Chip win percentage	22.8		%	25.6		%	(2.8) pts
Rolling Chip volume	$	6,898		$	6,868		0.4%
Rolling Chip win percentage	3.28		%	3.75		%	(0.47) pts
Slot handle	$	718		$	958		(25.1)%
Slot hold percentage	5.1		%	4.7		%	0.4 pts
Sands Cotai Central
Total casino revenues	$	390		$	443		(12.0)%
The Londoner Macao								The Londoner Macao
Total net casino revenues								Total net casino revenues	$	91		$	123		(26.0)	%
Non-Rolling Chip drop	$	1,442		$	1,557		(7.4)%	Non-Rolling Chip drop	$	408		$	556		(26.6)	%
Non-Rolling Chip win percentage	20.4		%	20.2		%	0.2 pts	Non-Rolling Chip win percentage	21.7		%	22.0		%	(0.3)	pts
Rolling Chip volume	$	2,846		$	2,817		1.0%	Rolling Chip volume	$	523		$	167		213.2	%
Rolling Chip win percentage	2.66		%	4.16		%	(1.50) pts	Rolling Chip win percentage	3.71		%	5.85		%	(2.14)	pts
Slot handle	$	1,182		$	1,477		(20.0)%	Slot handle	$	197		$	367		(46.3)	%
Slot hold percentage	4.4		%	3.6		%	0.8 pts	Slot hold percentage	3.9		%	4.4		%	(0.5)	pts
The Parisian Macao								The Parisian Macao
Total casino revenues	$	379		$	58		553.4%
Total net casino revenues								Total net casino revenues	$	59		$	115		(48.7)	%
Non-Rolling Chip drop	$	1,001		$	190		426.8%	Non-Rolling Chip drop	$	300		$	390		(23.1)	%
Non-Rolling Chip win percentage	20.9		%	19.9		%	1.0 pts	Non-Rolling Chip win percentage	23.0		%	23.8		%	(0.8)	pts
Rolling Chip volume	$	6,948		$	748		828.9%	Rolling Chip volume	$	114		$	1,890		(94.0)	%
Rolling Chip win percentage	3.11		%	3.01		%	0.10 pts	Rolling Chip win percentage	(3.01)		%	2.49		%	(5.50)	pts
Slot handle	$	927		$	171		442.1%	Slot handle	$	223		$	432		(48.4)	%
Slot hold percentage	3.1		%	5.2		%	(2.1) pts	Slot hold percentage	3.4		%	3.5		%	(0.1)	pts
The Plaza Macao and Four Seasons Hotel Macao
Total casino revenues	$	109		$	124		(12.1)%
The Plaza Macao and Four Seasons Macao								The Plaza Macao and Four Seasons Macao
Total net casino revenues								Total net casino revenues	$	115		$	83		38.6	%
Non-Rolling Chip drop	$	297		$	270		10.0%	Non-Rolling Chip drop	$	256		$	210		21.9	%
Non-Rolling Chip win percentage	23.1		%	23.8		%	(0.7) pts	Non-Rolling Chip win percentage	24.1		%	29.9		%	(5.8)	pts
Rolling Chip volume	$	3,132		$	2,007		56.1%	Rolling Chip volume	$	1,436		$	1,626		(11.7)	%
Rolling Chip win percentage	2.23		%	3.67		%	(1.44) pts	Rolling Chip win percentage	5.93		%	2.84		%	3.09	pts
Slot handle	$	117		$	113		3.5%	Slot handle	$	4		$	37		(89.2)	%
Slot hold percentage	6.6		%	5.5		%	1.1 pts	Slot hold percentage	10.8		%	4.7		%	6.1	pts
Sands Macao								Sands Macao
Total casino revenues	$	138		$	162		(14.8)%
Total net casino revenues								Total net casino revenues	$	31		$	64		(51.6)	%
Non-Rolling Chip drop	$	603		$	671		(10.1)%	Non-Rolling Chip drop	$	122		$	250		(51.2)	%
Non-Rolling Chip win percentage	18.7		%	19.3		%	(0.6) pts	Non-Rolling Chip win percentage	15.1		%	20.1		%	(5.0)	pts
Rolling Chip volume	$	680		$	1,416		(52.0)%	Rolling Chip volume	$	484		$	507		(4.5)	%
Rolling Chip win percentage	1.13		%	2.03		%	(0.90) pts	Rolling Chip win percentage	4.34		%	4.37		%	(0.03)	pts
Slot handle	$	602		$	665		(9.5)%	Slot handle	$	158		$	276		(42.8)	%
Slot hold percentage	3.4		%	3.3		%	0.1 pts	Slot hold percentage	3.4		%	3.0		%	0.4	pts
Singapore Operations:								Singapore Operations:
Marina Bay Sands								Marina Bay Sands
Total casino revenues	$	629		$	592		6.3%
Total net casino revenues								Total net casino revenues	$	303		$	439		(31.0)	%
Non-Rolling Chip drop	$	943		$	985		(4.3)%	Non-Rolling Chip drop	$	674		$	1,077		(37.4)	%
Non-Rolling Chip win percentage	28.4		%	28.8		%	(0.4) pts	Non-Rolling Chip win percentage	19.1		%	19.8		%	(0.7)	pts
Rolling Chip volume	$	9,443		$	7,258		30.1%	Rolling Chip volume	$	1,512		$	6,639		(77.2)	%
Rolling Chip win percentage	3.29		%	3.25		%	0.04 pts	Rolling Chip win percentage	5.59		%	3.53		%	2.06	pts
Slot handle	$	3,658		$	3,457		5.8%	Slot handle	$	3,745		$	2,870		30.5	%
Slot hold percentage	4.2		%	4.5		%	(0.3) pts	Slot hold percentage	4.2		%	4.3		%	(0.1)	pts

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									Three Months Ended March 31,
	Three Months Ended September 30,								2021			2020			Change
	2017			2016			Change
	(Dollars in millions)								(Dollars in millions)
U.S. Operations:								U.S. Operations:
Las Vegas Operating Properties(1)
Total casino revenues	$	111		$	122		(9.0)%
Total net casino revenues								Total net casino revenues	$	53		$	102		(48.0)	%
Table games drop	$	401		$	431		(7.0)%	Table games drop	$	335		$	446		(24.9)	%
Table games win percentage	17.1		%	20.0		%	(2.9) pts	Table games win percentage	9.3		%	19.9		%	(10.6)	pts
Slot handle	$	658		$	634		3.8%	Slot handle	$	625		$	603		3.6	%
Slot hold percentage	8.1		%	8.2		%	(0.1) pts	Slot hold percentage	8.1		%	8.2		%	(0.1)	pts
Sands Bethlehem
Total casino revenues	$	138		$	136		1.5%
Table games drop	$	293		$	284		3.2%
Table games win percentage	20.1		%	19.6		%	0.5 pts
Slot handle	$	1,210		$	1,169		3.5%
Slot hold percentage	6.5		%	6.7		%	(0.2) pts

__________________________

(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 ~~that are~~ associated with games of chance in which large amounts are wagered.

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Room revenues ~~increased $9~~decreased $45 million compared to the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~increase~~decrease was primarily due to ~~a $29 million increase at The Parisian Macao, partially offset by a $16 million decrease at Marina Bay Sands,~~reduced room rates driven by a decrease in ADR. During the three months ended September 30, 2017, there were approximately 8%, 7%, 6% and 3% fewer rooms available at The Venetian Macao, Marina Bay Sands, The Plaza Macao and Four Seasons Hotel Macao, andlower visitation across our ~~Las Vegas Operating Properties, respectively, compared to the three months ended September 30, 2016.~~properties. The following table summarizes the results of our room activity:


	Three Months Ended March 31,
	2021			2020			Change

	(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues	$	19		$	21		(9.5)	%
Occupancy rate	47.2		%	39.2		%	8.0	pts
Average daily room rate (ADR)	$	157		$	238		(34.0)	%
Revenue per available room (RevPAR)	$	74		$	93		(20.4)	%
The Londoner Macao
Total room revenues	$	19		$	27		(29.6)	%
Occupancy rate	35.5		%	38.1		%	(2.6)	pts
Average daily room rate (ADR)	$	173		$	175		(1.1)	%
Revenue per available room (RevPAR)	$	61		$	67		(9.0)	%
The Parisian Macao
Total room revenues	$	12		$	13		(7.7)	%
Occupancy rate	46.7		%	40.3		%	6.4	pts
Average daily room rate (ADR)	$	118		$	169		(30.2)	%
Revenue per available room (RevPAR)	$	55		$	68		(19.1)	%
The Plaza Macao and Four Seasons Macao
Total room revenues	$	11		$	4		175.0	%
Occupancy rate	43.7		%	48.4		%	(4.7)	pts
Average daily room rate (ADR)	$	432		$	329		31.3	%
Revenue per available room (RevPAR)	$	189		$	159		18.9	%
Sands Macao
Total room revenues	$	3		$	2		50.0	%
Occupancy rate	71.5		%	59.8		%	11.7	pts
Average daily room rate (ADR)	$	138		$	179		(22.9)	%
Revenue per available room (RevPAR)	$	99		$	107		(7.5)	%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	32		$	74		(56.8)	%
Occupancy rate	63.0		%	81.0		%	(18.0)	pts
Average daily room rate (ADR)	$	228		$	417		(45.3)	%
Revenue per available room (RevPAR)	$	143		$	338		(57.7)	%
U.S. Operations:
Las Vegas Operating Properties(1)
Total room revenues	$	45		$	127		(64.6)	%
Occupancy rate	42.6		%	87.2		%	(44.6)	pts
Average daily room rate (ADR)	$	185		$	266		(30.5)	%
Revenue per available room (RevPAR)	$	79		$	232		(65.9)	%

__________________________

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

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Three Months Ended September 30,
2017 2016 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 45
$ 47
(4.3)%
Occupancy rate 90.7 % 93.2 % (2.5) pts
Average daily room rate (ADR) $ 224
$ 209
7.2%
Revenue per available room (RevPAR) $ 203
$ 195
4.1%
Sands Cotai Central
Total room revenues $ 79
$ 73
8.2%
Occupancy rate 93.0 % 89.2 % 3.8 pts
Average daily room rate (ADR) $ 148
$ 145
2.1%
Revenue per available room (RevPAR) $ 138
$ 129
7.0%
The Parisian Macao
Total room revenues $ 35
$ 6
483.3%
Occupancy rate 94.1 % 87.5 % 6.6 pts
Average daily room rate (ADR) $ 144
$ 138
4.3%
Revenue per available room (RevPAR) $ 136
$ 121
12.4%
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 9
$ 9
—
Occupancy rate 80.8 % 80.8 % —
Average daily room rate (ADR) $ 335
$ 345
(2.9)%
Revenue per available room (RevPAR) $ 271
$ 279
(2.9)%
Sands Macao
Total room revenues $ 5
$ 5
—
Occupancy rate 95.7 % 97.9 % (2.2) pts
Average daily room rate (ADR) $ 191
$ 190
0.5%
Revenue per available room (RevPAR) $ 183
$ 186
(1.6)%
Singapore Operations:
Marina Bay Sands
Total room revenues $ 93
$ 109
(14.7)%
Occupancy rate 96.6 % 98.3 % (1.7) pts
Average daily room rate (ADR) $ 445
$ 475
(6.3)%
Revenue per available room (RevPAR) $ 430
$ 467
(7.9)%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 141
$ 149
(5.4)%
Occupancy rate 97.0 % 96.5 % 0.5 pts
Average daily room rate (ADR) $ 232
$ 240
(3.3)%
Revenue per available room (RevPAR) $ 225
$ 232
(3.0)%
Sands Bethlehem
Total room revenues $ 4
$ 4
—
Occupancy rate 96.1 % 97.2 % (1.1) pts
Average daily room rate (ADR) $ 164
$ 164
—
Revenue per available room (RevPAR) $ 158
$ 160
(1.3)%

~~Mall~~Food and beverage revenues ~~increased $13~~decreased $8 million compared to the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~increase~~decrease was due to an ~~$11~~$8 million decrease at Marina Bay Sands as a result of the COVID-19 Pandemic described above.

Mall revenues increased $53 million compared to the three months ended March 31, 2020. The increase was primarily due to a decrease of $45 million in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended March 31, 2020, as well as a $12 million increase ~~at the Shoppes at Parisian.~~ in turnover rents.

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


										Three Months Ended March 31,
	Three Months Ended September 30,									2021					2020				Change
	2017			2016			Change
	(Mall revenues in millions)									(Mall revenues in millions)
Macao Operations:								Macao Operations:
Shoppes at Venetian								Shoppes at Venetian
Total mall revenues	$	55		$	52		5.8%	Total mall revenues		$	46				$	29			58.6	%
Mall gross leasable area (in square feet)	785,973			781,304			0.6%	Mall gross leasable area (in square feet)		812,936					812,934				—	%
Occupancy	97.3		%	97.1		%	0.2 pts	Occupancy		79.9		%			90.5		%		(10.6)	pts
Base rent per square foot	$	244		$	237		3.0%	Base rent per square foot		$	301				$	281			7.1	%
Tenant sales per square foot	$	1,357		$	1,359		(0.1)%
Shoppes at Cotai Central⁽¹⁾
Tenant sales per square foot(1)								Tenant sales per square foot(1)		$	940				$	1,460			(35.6)	%
Shoppes at Londoner(2)								Shoppes at Londoner(2)
Total mall revenues	$	15		$	15		—	Total mall revenues		$	14				$	9			55.6	%
Mall gross leasable area (in square feet)	425,581			407,102			4.5%	Mall gross leasable area (in square feet)		515,958					525,247				(1.8)	%
Occupancy	93.0		%	98.2		%	(5.2) pts	Occupancy		81.0		%			88.3		%		(7.3)	pts
Base rent per square foot	$	113		$	130		(13.1)%	Base rent per square foot		$	102				$	103			(1.0)	%
Tenant sales per square foot	$	711		$	868		(18.1)%
Tenant sales per square foot(1)								Tenant sales per square foot(1)		$	576				$	780			(26.2)	%
Shoppes at Parisian⁽²⁾
Total mall revenues	$	16		$	5		220.0%	Total mall revenues		$	10				$	6			66.7	%
Mall gross leasable area (in square feet)	299,125			299,458			(0.1)%	Mall gross leasable area (in square feet)		296,145					295,920				0.1	%
Occupancy	92.5		%	92.6		%	(0.1) pts	Occupancy		79.8		%			87.9		%		(8.1)	pts
Base rent per square foot	$	223		$	222		0.5%	Base rent per square foot		$	151				$	148			2.0	%
Tenant sales per square foot	$	531		—			N/M
Tenant sales per square foot(1)								Tenant sales per square foot(1)		$	422				$	687			(38.6)	%
Shoppes at Four Seasons								Shoppes at Four Seasons
Total mall revenues	$	31		$	31		—	Total mall revenues		$	39				$	17			129.4	%
Mall gross leasable area (in square feet)	258,392			259,410			(0.4)%	Mall gross leasable area (in square feet)		244,104					242,425				0.7	%
Occupancy	100.0		%	97.3		%	2.7 pts	Occupancy		94.0		%			93.2		%		0.8	pts
Base rent per square foot	$	453		$	458		(1.1)%	Base rent per square foot		$	543				$	552			(1.6)	%
Tenant sales per square foot	$	3,247		$	2,971		9.3%
Tenant sales per square foot(1)								Tenant sales per square foot(1)		$	3,665				$	4,781			(23.3)	%
Singapore Operations:								Singapore Operations:
The Shoppes at Marina Bay Sands								The Shoppes at Marina Bay Sands
Total mall revenues	$	42		$	43		(2.3)%	Total mall revenues		$	47				$	42			11.9	%
Mall gross leasable area (in square feet)	606,946			618,649			(1.9)%	Mall gross leasable area (in square feet)		620,297					593,756				4.5	%
Occupancy	97.2		%	97.2		%	—	Occupancy		98.9		%			96.4		%		2.5	pts
Base rent per square foot	$	243		$	236		3.0%	Base rent per square foot		$	264				$	264			—	%
Tenant sales per square foot(1)	$	1,506		$	1,396		7.9%	$	1,048				$	1,917				(45.3)	%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues	$	1		$	1		—
Mall gross leasable area (in square feet)	151,044			151,029			N/M
Occupancy	95.9		%	90.4		%	5.5 pts
Base rent per square foot	$	20		$	21		(4.8)%
Tenant sales per square foot	$	346		$	357		(3.1)%

__________________________

~~N/M - Not Meaningful~~


~~(1)~~	~~The Shoppes~~Note: This table excludes the results of our mall operations at ~~Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of~~ Sands ~~Cotai Central's renovation, rebranding and expansion to The Londoner~~ Macao.


~~(2)~~	~~The Shoppes at Parisian opened in September 2016.~~

(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.

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(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.

Convention, retail and other revenues decreased ~~$13~~$11 million compared to the three months ended ~~September 30, 2016. The decrease is~~March 31, 2020, primarily driven by decreases of $6$5 million ~~in entertainment revenues at The Venetian Macao,~~and $4 million ~~in convention revenues~~ at Marina Bay Sands and our ~~Las Vegas Operating Properties~~Macao properties, respectively, as a result of decreased visitation across our properties and ~~$3 million in our passenger ferry service operations in Macao.~~the cancellation of MICE events due to the COVID-19 Pandemic described above.

Operating Expenses

Our operating expenses consisted of the following:


							Three Months Ended March 31,
	Three Months Ended September 30,						2021		2020		Percent Change
	2017		2016		Percent Change
	(Dollars in millions)						(Dollars in millions)
Casino	$	1,342	$	1,198	12.0%	Casino	$	578	$	648	(10.8)	%
Rooms	74		67		10.4%	Rooms	42		46		(8.7)	%
Food and beverage	109		101		7.9%	Food and beverage	71		82		(13.4)	%
Mall	18		16		12.5%	Mall	15		17		(11.8)	%
Convention, retail and other	69		66		4.5%	Convention, retail and other	22		35		(37.1)	%
Provision for doubtful accounts	23		51		(54.9)%
Provision for credit losses						Provision for credit losses	4		14		(71.4)	%
General and administrative	358		330		8.5%	General and administrative	225		229		(1.7)	%
Corporate	51		39		30.8%	Corporate	49		59		(16.9)	%
Pre-opening	1		86		(98.8)%	Pre-opening	5		5		—	%
Development	3		3		—%	Development	9		6		50.0	%
Depreciation and amortization	265		277		(4.3)%	Depreciation and amortization	255		253		0.8	%
Amortization of leasehold interests in land	9		10		(10.0)%	Amortization of leasehold interests in land	14		14		—	%
Loss on disposal or impairment of assets	21		5		320.0%	Loss on disposal or impairment of assets	3		3		—	%
Total operating expenses	$	2,343	$	2,249	4.2%	Total operating expenses	$	1,292	$	1,411	(8.4)	%

Operating expenses were ~~$2.34~~$1.29 billion for the three months ended ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~$94~~$119 million compared to ~~$2.25~~$1.41 billion for the three months ended ~~September 30, 2016. The increase in operating expenses was~~March 31, 2020, primarily driven by a decrease in casino expenses of $70 million. Additionally, convention, retail and other expenses decreased $13 million and food and beverage expenses decreased $11 million. The decreases were mainly driven by decreased visitation due to the ~~opening~~COVID-19 Pandemic described above. Although management has implemented certain cost reduction programs, operating margins in each business segment were negatively impacted due to employee and other costs incurred during this period of ~~The Parisian Macao in September 2016.~~decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through significantly reduced visitation. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave.

Casino expenses ~~increased $144~~decreased $70 million compared to the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~increase~~decrease was primarily ~~driven by~~attributable to a ~~$197~~$59 million ~~increase at The Parisian Macao, partially offset by decreases of $27 million and $19 million at Sands Cotai Central and Sands Macao, respectively, driven by a~~ decrease in gaming taxes ~~due to~~resulting from decreased casino ~~revenues.~~revenues, as previously described.

~~The provision for doubtful accounts was $23~~Food and beverage expenses decreased $11 million ~~for~~compared to the three months ended ~~September 30, 2017,~~March 31, 2020, due to decreases of $6 million and $5 million at Marina Bay Sands and our Macao properties, respectively. These decreases are consistent with the reduction in food and beverage revenues.

Convention, retail and other expenses decreased $13 million compared to ~~$51 million for~~ the three months ended ~~September~~March 31, 2020, primarily driven by an $8 million decrease in ferry expenses resulting from the suspension of ferry operations between Macao and Hong Kong, which began on January 30, ~~2016. The~~2020 and continues to remain suspended in response to the COVID-19 Pandemic. Additionally, expenses at our Macao properties decreased $6 million, consistent with the decrease ~~primarily resulted from increased collections of previously reserved customer balances during~~in convention, retail and other revenues discussed above.

Provision for credit losses decreased $10 million compared to the three months ended ~~September 30, 2017, as compared~~March 31, 2020, primarily due to the ~~prior year period.~~collection of previously reserved patron balances. The amount of this provision can vary over short periods of time because of factors specific to the ~~customers~~patrons who owe us money from gaming activities. We

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believe ~~that~~ the amount of our provision for ~~doubtful accounts~~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~~Corporate expenses ~~increased $28~~decreased $10 million compared to the three months ended ~~September 30, 2016. The increase was primarily driven by a $25 million increase at The Parisian Macao.~~

~~Corporate expenses increased $12 million compared to the three months ended September 30, 2016. The increase was primarily~~March 31, 2020, due to ~~payroll-related costs~~decreases of $8 million in payroll expense and ~~a charitable donation committed to assist the Macao community with long-term relief, recovery and rebuilding efforts due to Typhoon Hato.~~$2 million in travel expenses.

Pre-opening ~~expense represents~~expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $85 million compared to the three months ended September 30, 2016. The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with ~~the Company's~~our evaluation and pursuit of new business opportunities, which are also expensed as incurred.

~~Depreciation and amortization expense decreased $12 million compared~~Segment Adjusted Property EBITDA

The following table summarizes information related to ~~the three months ended September 30, 2016. The decrease was primarily driven by a $51 million decrease resulting from a change in the estimated useful~~

~~lives of certain property and equipment~~our segments (see ~~"Item~~“Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note ~~2 — Property and Equipment, Net"), partially offset by a $38 million increase at The Parisian Macao.~~

~~The loss on disposal of assets of $21 million for the three months ended September 30, 2017, primarily related to dispositions at our Macao operations due to property damages caused by Typhoon Hato.~~

~~Adjusted Property EBITDA~~

~~The following table summarizes information related to our segments (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7~~9 — Segment ~~Information"~~Information” for ~~discussion of our operating segments and~~ a reconciliation of consolidated adjusted property EBITDA to net ~~income).~~income/loss):


	Three Months Ended March 31,
	2021		2020		Percent Change

	(Dollars in millions)
Macao:
The Venetian Macao	$	82	$	49	67.3	%
The Londoner Macao	(23)		—		N.M.
The Parisian Macao	(8)		(3)		166.7	%
The Plaza Macao and Four Seasons Macao	70		28		150.0	%
Sands Macao	(18)		(1)		1,700.0	%
Ferry Operations and Other	(3)		(6)		(50.0)	%
	100		67		49.3	%
Marina Bay Sands	144		282		(48.9)	%

Consolidated adjusted property EBITDA (1)	$	244	$	349	(30.1)	%

Las Vegas Operating Properties(2)	(47)		88		(153.4)	%

__________________________

N.M. Not Meaningful

(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~~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~~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, ~~and~~ debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

Three Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ 263
$ 315
(16.5)%
Sands Cotai Central 155
176
(11.9)%
The Parisian Macao 135
19
610.5%
The Plaza Macao and Four Seasons Hotel Macao 52
62
(16.1)%
Sands Macao 41
46
(10.9)%
Ferry Operations and Other 6
10
(40.0)%
652
628
3.8%
Marina Bay Sands 442
391
13.0%
United States:
Las Vegas Operating Properties 76
86
(11.6)%
Sands Bethlehem 40
37
8.1%
116
123
(5.7)%
Consolidated adjusted property EBITDA $ 1,210
$ 1,142
6.0%

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

Adjusted property EBITDA at our Macao operations increased ~~$24~~$33 million compared towith the three months ended ~~September 30, 2016. The increase was~~March 31, 2020, primarily due to ~~a $116 million~~an increase ~~at The Parisian Macao, which opened~~ in ~~September 2016. This increase was~~revenue from mall operations, as well as decreased payroll

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costs driven by the implementation of payroll cost saving initiatives noted above, partially offset by ~~an $88 million decrease~~decreased casino and room revenues driven by decreased visitation at our ~~Macao~~ properties ~~(excluding The Parisian Macao), mainly~~ due to ~~decreased casino operations, driven by a lower Rolling Chip win percentage.~~

the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands ~~increased $51~~decreased $138 million compared to the three months ended ~~September 30, 2016. As previously described, the increase was~~March 31, 2020, primarily due to ~~increased~~decreased casino revenues, driven by ~~an increase in Rolling Chip volume.~~decreased visitation at our property due to the COVID-19 Pandemic.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties decreased ~~$10~~$135 million compared to the three months ended ~~September 30, 2016. The decrease was~~March 31, 2020, primarily due to no MICE events during the three months ended March 31, 2021, and decreased room and casino revenues, driven by ~~a decrease in table games drop~~decreased visitation to our property and ~~lower win percentage.~~State of Nevada mandated limits on public gatherings due to the COVID-19 Pandemic.

Interest Expense

The following table summarizes information related to interest expense:


								Three Months Ended March 31,
	Three Months Ended September 30,							2021			2020
	2017			2016
	(Dollars in millions)							(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)	$	80		$	72
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	4			4
Interest cost							Interest cost	$	158		$	132

Less — capitalized interest	(1		)	(11		)	Less — capitalized interest	(4)			(4)
Interest expense, net	$	83		$	65		Interest expense, net	$	154		$	128
Cash paid for interest	$	70		$	63

Weighted average total debt balance	$	10,074		$	10,055		Weighted average total debt balance	$	14,340		$	12,483
Weighted average interest rate	3.2		%	2.9		%	Weighted average interest rate	4.4		%	4.2		%

Interest cost increased $8$26 million compared to the three months ended ~~September 30, 2016,~~March 31, 2020, resulting ~~primarily~~ from an increase in our weighted average ~~interest rate. Capitalized interest decreased $10 million compared~~total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes issued on June 4, 2020, and a draw on the SCL revolver during the three months ended ~~September 30, 2016, primarily due~~March 31, 2021. The weighted average interest rate also increased to 4.4% for the ~~opening of The Parisian Macao in September 2016.~~three months ended March 31, 2021, compared to 4.2% for the three months ended March 31, 2020.

Other Factors ~~Effecting~~Affecting Earnings

Other expense was ~~$19~~$17 million for the three months ended ~~September 30, 2017,~~March 31, 2021, compared to other income of ~~$21~~$39 million for the three months ended ~~September 30, 2016.~~March 31, 2020. Other expense during the three months ended ~~September 30, 2017, was~~March 31, 2021, consisted primarily ~~attributable to a depreciation~~ of ~~the~~$16 million of foreign transaction losses, driven by U.S. ~~dollar versus the Singapore dollar~~dollar-denominated debt held by SCL. Other income during the ~~period. This resulted in $19~~three months ended March 31, 2020, consisted primarily of $38 million of foreign currency transaction ~~losses,~~gains primarily driven by the U.S. dollar-denominated debt held by SCL and Singapore ~~dollar denominated~~dollar-denominated intercompany debt reported in U.S. dollars.

Our ~~effective~~ income tax ~~rate~~expense was ~~9.6%~~$14 million on a loss before income taxes of $266 million for the three months ended ~~September 30, 2017, compared~~March 31, 2021, resulting in a 5.3% effective income tax rate. This compares to ~~10.2%~~a 31.4% effective income tax rate for the three months ended ~~September 30, 2016.~~March 31, 2020. The ~~decrease in the effective~~ income tax ~~rate relates primarily to the valuation allowances recorded during~~expense for the three months ended ~~September 30, 2016, as we determined that certain deferred tax assets were no longer "more-likely than-not" realizable. The effective income tax rates reflect~~March 31, 2021, reflects a 17% statutory tax rate on our Singapore operations and a ~~zero percent~~21% corporate income tax on our domestic operations. Our operations in Macao are subject to a 12% statutory income tax rate, onbut in connection with the 35% gaming tax, our subsidiaries in Macao ~~gaming operations due to our~~and their peers receive an income tax exemption ~~in Macao, effective~~on gaming operations through June 2022. During the ~~end of 2018. We have~~three months ended March 31, 2021, we recorded a valuation allowance of $20 million related to certain ~~deferred~~U.S. foreign tax ~~assets generated by operations~~credits, which we no longer expect to utilize due to lower forecasted U.S. taxable income in years following the ~~U.S. and certain foreign jurisdictions; however, to~~sale of the extent that the financial results of these operations improve and it becomes "more-likely-than-not" that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.Las Vegas Operations.

The net ~~income~~loss attributable to our noncontrolling interests was ~~$115~~$64 million for the three months ended ~~September 30, 2017,~~March 31, 2021, compared to ~~$93~~$50 million for the three months ended ~~September 30, 2016.~~March 31, 2020. These amounts are ~~primarily related to the noncontrolling interest of Sands China Ltd. ("SCL").~~

~~Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016~~

~~Operating Revenues~~

~~Our net revenues consisted of the following:~~

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Casino $ 7,379
$ 6,406
15.2%
Rooms 1,194
1,123
6.3%
Food and beverage 610
559
9.1%
Mall 476
422
12.8%
Convention, retail and other 400
389
2.8%
10,059
8,899
13.0%
Less — promotional allowances (613 ) (564 ) (8.7)%
Total net revenues $ 9,446
$ 8,335
13.3%

Consolidated net revenues were $9.45 billion for the nine months ended September 30, 2017, an increase of $1.11 billion compared to $8.34 billion for the nine months ended September 30, 2016. The increase was primarily due to increases of $1.03 billion at The Parisian Macao, which opened in September 2016, and $253 million at Marina Bay Sands, primarily due to increased casino revenues.

Casino revenues increased $973 million compared to the nine months ended September 30, 2016. The increase was due to increases of $922 million at The Parisian Macao and $267 million at Marina Bay Sands, driven by increases in Rolling Chip win percentage and volume, partially offset by a $154 million decrease at Sands Cotai Central, driven by a decrease in Non-Rolling Chip drop, as well as decreases in Rolling Chip win percentage and volume. The following table summarizes the results of our casino activity:

Nine Months Ended September 30,
2017 2016 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total casino revenues $ 1,849
$ 1,893
(2.3)%
Non-Rolling Chip drop $ 5,315
$ 5,141
3.4%
Non-Rolling Chip win percentage 24.6 % 25.2 % (0.6) pts
Rolling Chip volume $ 18,218
$ 21,963
(17.1)%
Rolling Chip win percentage 3.61 % 3.23 % 0.38 pts
Slot handle $ 2,052
$ 3,007
(31.8)%
Slot hold percentage 5.2 % 4.6 % 0.6 pts
Sands Cotai Central
Total casino revenues $ 1,153
$ 1,307
(11.8)%
Non-Rolling Chip drop $ 4,278
$ 4,571
(6.4)%
Non-Rolling Chip win percentage 20.5 % 20.5 % —
Rolling Chip volume $ 8,267
$ 9,502
(13.0)%
Rolling Chip win percentage 2.92 % 3.52 % (0.60) pts
Slot handle $ 3,509
$ 4,521
(22.4)%
Slot hold percentage 4.1 % 3.6 % 0.5 pts
The Parisian Macao
Total casino revenues $ 980
$ 58
N/M
Non-Rolling Chip drop $ 2,957
$ 190
N/M
Non-Rolling Chip win percentage 19.6 % 19.9 % (0.3) pts
Rolling Chip volume $ 14,430
$ 748
N/M
Rolling Chip win percentage 3.24 % 3.01 % 0.23 pts
Slot handle $ 2,716
$ 171
N/M
Slot hold percentage 3.4 % 5.2 % (1.8) pts

Nine Months Ended September 30,
2017 2016 Change
(Dollars in millions)
The Plaza Macao and Four Seasons Hotel Macao
Total casino revenues $ 317
$ 324
(2.2)%
Non-Rolling Chip drop $ 894
$ 800
11.8%
Non-Rolling Chip win percentage 23.1 % 23.3 % (0.2) pts
Rolling Chip volume $ 7,379
$ 6,511
13.3%
Rolling Chip win percentage 2.48 % 3.05 % (0.57) pts
Slot handle $ 311
$ 306
1.6%
Slot hold percentage 7.1 % 5.9 % 1.2 pts
Sands Macao
Total casino revenues $ 471
$ 512
(8.0)%
Non-Rolling Chip drop $ 1,842
$ 2,021
(8.9)%
Non-Rolling Chip win percentage 19.2 % 18.1 % 1.1 pts
Rolling Chip volume $ 3,561
$ 5,610
(36.5)%
Rolling Chip win percentage 2.65 % 2.64 % 0.01 pts
Slot handle $ 1,811
$ 1,990
(9.0)%
Slot hold percentage 3.3 % 3.3 % —
Singapore Operations:
Marina Bay Sands
Total casino revenues $ 1,869
$ 1,602
16.7%
Non-Rolling Chip drop $ 2,821
$ 2,927
(3.6)%
Non-Rolling Chip win percentage 28.6 % 28.7 % (0.1) pts
Rolling Chip volume $ 27,068
$ 23,630
14.5%
Rolling Chip win percentage 3.40 % 2.58 % 0.82 pts
Slot handle $ 10,481
$ 10,058
4.2%
Slot hold percentage 4.3 % 4.5 % (0.2) pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues $ 332
$ 308
7.8%
Table games drop $ 1,186
$ 1,289
(8.0)%
Table games win percentage 18.5 % 15.7 % 2.8 pts
Slot handle $ 1,867
$ 1,882
(0.8)%
Slot hold percentage 8.0 % 8.0 % —
Sands Bethlehem
Total casino revenues $ 408
$ 402
1.5%
Table games drop $ 838
$ 853
(1.8)%
Table games win percentage 20.3 % 19.3 % 1.0 pts
Slot handle $ 3,550
$ 3,367
5.4%
Slot hold percentage 6.6 % 6.9 % (0.3) pts

~~____________________~~

~~N/M - Not Meaningful~~

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 that are associated with games of chance in which large amounts are wagered.

Room revenues increased $71 million compared to the nine months ended September 30, 2016. The increase is primarily due to a $90 million increase at The Parisian Macao, partially offset by a $14 million decrease at Marina Bay Sands, driven by a decrease in available rooms. During the nine months ended September 30, 2017, there were approximately 16%, 12%, 6% and 2% fewer rooms available at The Plaza Macao and Four Seasons Hotel Macao, The Venetian Macao, Marina Bay Sands and our Las Vegas Operating Properties, respectively, compared to the nine months ended September 30, 2016. The following table summarizes the results of our room activity:

Nine Months Ended September 30,
2017 2016 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 130
$ 138
(5.8)%
Occupancy rate 90.0 % 83.7 % 6.3 pts
Average daily room rate $ 214
$ 215
(0.5)%
Revenue per available room $ 193
$ 180
7.2%
Sands Cotai Central
Total room revenues $ 210
$ 204
2.9%
Occupancy rate 84.6 % 80.9 % 3.7 pts
Average daily room rate $ 147
$ 149
(1.3)%
Revenue per available room $ 124
$ 121
2.5%
The Parisian Macao
Total room revenues $ 96
$ 6
N/M
Occupancy rate 87.9 % 87.5 % 0.4 pts
Average daily room rate $ 140
$ 138
1.4%
Revenue per available room $ 123
$ 121
1.7%
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 25
$ 26
(3.8)%
Occupancy rate 80.4 % 73.0 % 7.4 pts
Average daily room rate $ 352
$ 348
1.1%
Revenue per available room $ 283
$ 254
11.4%
Sands Macao
Total room revenues $ 15
$ 15
—
Occupancy rate 97.4 % 96.6 % 0.8 pts
Average daily room rate $ 192
$ 200
(4.0)%
Revenue per available room $ 187
$ 193
(3.1)%
Singapore Operations:
Marina Bay Sands
Total room revenues $ 267
$ 281
(5.0)%
Occupancy rate 95.9 % 97.6 % (1.7) pts
Average daily room rate $ 426
$ 415
2.7%
Revenue per available room $ 409
$ 405
1.0%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 440
$ 442
(0.5)%
Occupancy rate 94.7 % 94.5 % 0.2 pts
Average daily room rate $ 248
$ 244
1.6%
Revenue per available room $ 235
$ 230
2.2%
Sands Bethlehem
Total room revenues $ 11
$ 11
—
Occupancy rate 93.4 % 94.9 % (1.5) pts
Average daily room rate $ 161
$ 159
1.3%
Revenue per available room $ 151
$ 151
—

~~____________________~~

~~N/M - Not Meaningful~~

Mall revenues increased $54 million compared to the nine months ended September 30, 2016. The increase was primarily due to increases of $45 million at the Shoppes at Parisian and $9 million at the Shoppes at Venetian, driven by an increase in base rents. 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 mall activity:

Nine Months Ended September 30,⁽¹⁾
2017 2016 Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 161
$ 152
5.9%
Mall gross leasable area (in square feet) 785,973
781,304
0.6%
Occupancy 97.3 % 97.1 % 0.2 pts
Base rent per square foot $ 244
$ 237
3.0%
Tenant sales per square foot $ 1,357
$ 1,359
(0.1)%
Shoppes at Cotai Central⁽²⁾

Total mall revenues $ 48
$ 46
4.3%
Mall gross leasable area (in square feet) 425,581
407,102
4.5%
Occupancy 93.0 % 98.2 % (5.2) pts
Base rent per square foot $ 113
$ 130
(13.1)%
Tenant sales per square foot $ 711
$ 868
(18.1)%
Shoppes at Parisian⁽³⁾

Total mall revenues $ 50
$ 5
900.0%
Mall gross leasable area (in square feet) 299,125
299,458
(0.1)%
Occupancy 92.5 % 92.6 % (0.1) pts
Base rent per square foot $ 223
$ 222
0.5%
Tenant sales per square foot $ 531
—
N/M
Shoppes at Four Seasons
Total mall revenues $ 94
$ 94
—
Mall gross leasable area (in square feet) 258,392
259,410
(0.4)%
Occupancy 100.0 % 97.3 % 2.7 pts
Base rent per square foot $ 453
$ 458
(1.1)%
Tenant sales per square foot $ 3,247
$ 2,971
9.3%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 120
$ 122
(1.6)%
Mall gross leasable area (in square feet) 606,946
618,649
(1.9)%
Occupancy 97.2 % 97.2 % —
Base rent per square foot $ 243
$ 236
3.0%
Tenant sales per square foot $ 1,506
$ 1,396
7.9%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues $ 3
$ 3
—
Mall gross leasable area (in square feet) 151,044
151,029
N/M
Occupancy 95.9 % 90.4 % 5.5 pts
Base rent per square foot $ 20
$ 21
(4.8)%
Tenant sales per square foot $ 346
$ 357
(3.1)%

~~__________________________~~

~~N/M - Not Meaningful~~


~~(1)~~	As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2017 and 2016, they are identical to the summary presented herein for the three months ended September 30, 2017 and 2016, respectively.


~~(2)~~	The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central's renovation, rebranding and expansion to The Londoner Macao.


~~(3)~~	~~The Shoppes at Parisian opened in September 2016.~~

~~Operating Expenses~~

~~Our operating expenses consisted of the following:~~

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Casino $ 3,968
$ 3,531
12.4%
Rooms 216
197
9.6%
Food and beverage 329
306
7.5%
Mall 52
44
18.2%
Convention, retail and other 200
184
8.7%
Provision for doubtful accounts 77
139
(44.6)%
General and administrative 1,050
931
12.8%
Corporate 136
208
(34.6)%
Pre-opening 7
128
(94.5)%
Development 8
7
14.3%
Depreciation and amortization 913
792
15.3%
Amortization of leasehold interests in land 28
29
(3.4)%
Loss on disposal or impairment of assets 27
15
80.0%
Total operating expenses $ 7,011
$ 6,511
7.7%

Operating expenses were $7.01 billion for the nine months ended September 30, 2017, an increase of $500 million compared to $6.51 billion for the nine months ended September 30, 2016. The increase in operating expenses was driven by the opening of The Parisian Macao.

Casino expenses increased $437 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $589 million increase at The Parisian Macao, partially offset by decreases of $92 million, $48 million and $30 million at Sands Cotai Central, Sands Macao and The Venetian Macao, respectively, driven by a decrease in gaming taxes due to decreased casino revenues.

The provision for doubtful accounts was $77 million for the nine months ended September 30, 2017, compared to $139 million for the nine months ended September 30, 2016. The decrease resulted from increased collections of previously reserved customer balances during the nine months ended September 30, 2017, as compared to the prior year period, and continuing improvement in the quality of casino credit currently being extended. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts 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 $119 million compared to the nine months ended September 30, 2016. The increase was primarily due to increases of $91 million at The Parisian Macao, and $18 million and $9 million at our Las Vegas Operating Properties and The Venetian Macao, respectively, driven by an increase in marketing and advertising efforts.

Corporate expenses decreased $72 million compared to the nine months ended September 30, 2016. The decrease was primarily due to nonrecurring legal costs incurred during the nine months ended September 30, 2016.

Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses decreased $121 million compared to the nine months ended September 30, 2016. The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened in September 2016. Development expenses include the costs associated with the Company's evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $121 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $150 million increase at The Parisian Macao, partially offset by a $51 million decrease resulting from a change in the estimated useful lives of certain property and equipment (see "Item

~~1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net").~~

~~The loss on disposal of assets of $27 million for the nine months ended September 30, 2017, primarily related to dispositions at our Macao operations due to property damages caused by Typhoon Hato.~~

~~Adjusted Property EBITDA~~

The following table summarizes information related to our segments (see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Segment Information" for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to net income):

Nine Months Ended September 30,
2017 2016
Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ 808
$ 827
(2.3)%
Sands Cotai Central 431
484
(11.0)%
The Parisian Macao 323
19
N/M
The Plaza Macao and Four Seasons Hotel Macao 162
154
5.2%
Sands Macao 134
125
7.2%
Ferry Operations and Other 18
25
(28.0)%
1,876
1,634
14.8%
Marina Bay Sands 1,299
1,023
27.0%
United States:
Las Vegas Operating Properties 277
245
13.1%
Sands Bethlehem 113
113
—%
390
358
8.9%
Consolidated adjusted property EBITDA $ 3,565
$ 3,015
18.2%

~~____________________~~

~~N/M - Not Meaningful~~

Adjusted property EBITDA at our Macao operations increased $242 million compared to the nine months ended September 30, 2016. The increase was primarily attributable to a $304 million increase at The Parisian Macao. This increase was partially offset by a $55 million decrease at our Macao properties (excluding The Parisian Macao), mainly due to decreased casino operations, driven by a decrease in Rolling Chip volume.

Adjusted property EBITDA at Marina Bay Sands increased $276 million compared to the nine months ended September 30, 2016. As previously described, the increase was primarily due to increased casino revenues, driven by increases in Rolling Chip win percentage and volume.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $32 million compared to the nine months ended September 30, 2016. The increase was primarily due to a $43 million increase in net revenues (excluding intersegment royalty revenue), driven by increased casino revenue.

~~Interest Expense~~

~~The following table summarizes information related to interest expense:~~

Nine Months Ended September 30,
2017 2016
(Dollars in millions)
Interest cost (which includes the amortization of deferred financing costs and original issue discounts) $ 230
$ 219
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 11
11
Less — capitalized interest (1 ) (32 )
Interest expense, net $ 240
$ 198
Cash paid for interest $ 199
$ 186
Weighted average total debt balance $ 9,970
$ 9,740
Weighted average interest rate 3.1 % 3.0 %

Interest cost increased $11 million compared to the nine months ended September 30, 2016, resulting primarily from an increase in our weighted average total debt balance. Capitalized interest decreased $31 million compared to the nine months ended September 30, 2016, primarily due to the opening of The Parisian Macao in September 2016.

~~Other Factors Effecting Earnings~~

~~Other expense was~~ ~~$80 million~~ for the nine months ended September 30, 2017, compared to $33 million for the nine months ended September 30, 2016. Other expense during the nine months ended September 30, 2017, was primarily attributable to a depreciation of the U.S. dollar versus the Singapore dollar during the period. This resulted in $65 million of foreign currency transaction losses, driven by Singapore dollar denominated intercompany debt reported in U.S. dollars, and a $16 million fair value adjustment on our Singapore forward contracts.

Our effective income tax rate was 10.4% for the nine months ended September 30, 2017, compared to 11.7% for the nine months ended September 30, 2016. The decrease in the effective income tax rate relates primarily to the valuation allowances recorded during the nine months ended September 30, 2016, as we determined that certain deferred tax assets were no longer "more-likely-than-not" realizable. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes "more-likely-than-not" that these deferred tax assets, or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.

The net income attributable to our noncontrolling interests was $306 million for the nine months ended September 30, 2017, compared to $248 million for the nine months ended September 30, 2016. These amounts are 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~~Integrated Resorts at The Venetian Macao, ~~Sands Cotai Central,~~ The Plaza Macao and Four Seasons ~~Hotel~~Macao, The Londoner Macao, The Parisian Macao and Marina Bay ~~Sands and Sands Bethlehem.~~Sands. Management believes ~~that~~ being in

Table of Contents

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.~~Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our ~~customers~~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"~~(“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, 2017~~March 31, 2021 and ~~2016:~~2020:

Shoppes at
Venetian

Shoppes at
Four
Seasons

Shoppes at
Cotai
Central

Shoppes at
Parisian⁽¹⁾

The Shoppes
at Marina
Bay Sands

The Outlets
at Sands
Bethlehem⁽²⁾
Total
(In millions)
For the three months ended September 30, 2017
Mall revenues:
Minimum rents⁽³⁾
$ 45
$ 28
$ 9
$ 13
$ 31
$ —
$ 126
Overage rents 2
1
1
—
5
1
10
CAM, levies and direct recoveries 8
2
5
3
6
—
24
Total mall revenues 55
31
15
16
42
1
160
Mall operating expenses:
Common area maintenance 4
1
1
2
4
—
12
Marketing and other direct operating expenses 2
1
1
1
1
—
6
Mall operating expenses 6
2
2
3
5
—
18
Property taxes⁽⁴⁾
—
—
—
—
1
—
1
Provision for doubtful accounts —
—
—
1
—
—
1
Mall-related expenses⁽⁵⁾
$ 6
$ 2
$ 2
$ 4
$ 6
$ —
$ 20
For the three months ended September 30, 2016
Mall revenues:
Minimum rents⁽³⁾
$ 42
$ 29
$ 11
$ 2
$ 31
$ —
$ 115
Overage rents 2
—
1
—
5
1
9
CAM, levies and direct recoveries 8
2
3
3
7
—
23
Total mall revenues 52
31
15
5
43
1
147
Mall operating expenses:
Common area maintenance 4
1
2
1
4
—
12
Marketing and other direct operating expenses 1
1
—
—
2
—
4
Mall operating expenses 5
2
2
1
6
—
16
Property taxes⁽⁴⁾
—
—
—
—
1
1
2
Provision for doubtful accounts —
—
—
—
1
—
1
Mall-related expenses⁽⁵⁾
$ 5
$ 2
$ 2
$ 1
$ 8
$ 1
$ 19


																Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands
	Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian⁽¹⁾		The Shoppes at Marina Bay Sands		The Outlets at Sands Bethlehem⁽²⁾		Total
For the nine months ended September 30, 2017
																(In millions)
For the three months ended March 31, 2021															For the three months ended March 31, 2021
Mall revenues:															Mall revenues:
Minimum rents⁽³⁾	$	132	$	85	$	30	$	41	$	92	$	1	$	381
Minimum rents(1)															Minimum rents(1)	$	46	$	31	$	8	$	9	$	37
Overage rents	5		2		2		—		10		2		21		Overage rents	2		6		4		1		4
Rent concessions(2)															Rent concessions(2)	(9)		—		(2)		(2)		(6)
Other(3)															Other(3)	—		—		—		—		6
Total overage rents, rent concessions and other															Total overage rents, rent concessions and other	(7)		6		2		(1)		4
CAM, levies and direct recoveries	24		7		16		9		18		—		74		CAM, levies and direct recoveries	7		2		4		2		6
Total mall revenues	161		94		48		50		120		3		476		Total mall revenues	46		39		14		10		47
Mall operating expenses:															Mall operating expenses:
Common area maintenance	11		4		4		5		11		1		36		Common area maintenance	3		1		1		1		4
Marketing and other direct operating expenses	5		2		2		3		4		—		16		Marketing and other direct operating expenses	1		1		1		—		2
Mall operating expenses	16		6		6		8		15		1		52		Mall operating expenses	4		2		2		1		6
Property taxes⁽⁴⁾	—		—		—		—		3		1		4		Property taxes(4)	1		—		—		—		2
Provision for doubtful accounts	—		—		1		1		—		—		2
Recovery of credit losses															Recovery of credit losses	(1)		—		—		—		—
Mall-related expenses⁽⁵⁾	$	16	$	6	$	7	$	9	$	18	$	2	$	58	Mall-related expenses(5)	$	4	$	2	$	2	$	1	$	8
For the nine months ended September 30, 2016
For the three months ended March 31, 2020															For the three months ended March 31, 2020
Mall revenues:															Mall revenues:
Minimum rents⁽³⁾	$	125	$	86	$	34	$	2	$	92	$	1	$	340
Minimum rents(1)															Minimum rents(1)	$	50	$	30	$	10	$	9	$	35
Overage rents	4		1		2		—		10		2		19		Overage rents	—		1		1		—		3
Rent concessions(2)															Rent concessions(2)	(29)		(17)		(6)		(5)		(2)
Total overage rents and rent concessions															Total overage rents and rent concessions	(29)		(16)		(5)		(5)		1
CAM, levies and direct recoveries	23		7		10		3		20		—		63		CAM, levies and direct recoveries	8		3		4		2		6
Total mall revenues	152		94		46		5		122		3		422		Total mall revenues	29		17		9		6		42
Mall operating expenses:															Mall operating expenses:
Common area maintenance	12		4		5		1		12		—		34		Common area maintenance	3		1		1		1		4
Marketing and other direct operating expenses	3		1		1		—		4		1		10		Marketing and other direct operating expenses	2		1		1		1		2
Mall operating expenses	15		5		6		1		16		1		44		Mall operating expenses	5		2		2		2		6
Property taxes⁽⁴⁾	—		—		—		—		3		1		4		Property taxes(4)	—		—		—		—		1
Provision for doubtful accounts	1		—		—		—		3		—		4
Provision for credit losses															Provision for credit losses	3		1		1		1		—
Mall-related expenses⁽⁵⁾	$	16	$	5	$	6	$	1	$	22	$	2	$	52	Mall-related expenses(5)	$	8	$	3	$	3	$	3	$	7

____________________


~~(1)~~	~~The Shoppes at Parisian opened in September 2016.~~


~~(2)~~	~~Revenues from CAM, levies and direct recoveries are included in minimum rents for The Outlets at Sands Bethlehem.~~


~~(3)~~	~~Minimum rents include base rents and straight-line adjustments of base rents.~~

~~(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 and The Plaza Macao and Four Seasons Hotel Macao have obtained a second exemption, extending the property tax exemption to the end of July 2019 and the end of July 2020, respectively. Under the initial exemption, The Parisian Macao is tax exempt until the end of July 2022 and Sands Cotai Central has a distinct exemption for each hotel tower, which have varying expiration dates that range from the end of March 2018 to the end of November 2021. The Company is currently working on obtaining the second exemption for The Parisian Macao and Sands Cotai Central.


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

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.

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

~~As our integrated resorts mature, we continue to reinvest in our portfolio of properties to maintain our high quality products and remain competitive in the markets in which we operate.~~ We ~~are constantly evaluating~~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~~revenue-generating additions to our ~~integrated resorts.~~Integrated Resorts.

Macao

~~The Plaza Casino and Four Seasons Hotel Macao~~

In October 2017, we announced that The Plaza Casino and Four Seasons Hotel Macao will feature an additional 295 new suites in a separate tower, The Four Seasons Macao Hotel Tower Suites. We have completedOur construction work on the ~~structural work~~conversion of ~~the tower and plan to commence build out of the suites in 2018. We expect the project to be completed in 2019.~~

~~Sands Cotai Central~~

~~In October 2017, we announced that we will renovate, expand and rebrand the~~ Sands Cotai Central into athe new destination ~~integrated resort,~~Integrated Resort, The Londoner ~~Macao.~~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, ansuch as the Houses of Parliament and The Elizabeth Tower (commonly known as "Big Ben"). The Londoner Macao Hotel opened in January 2021 with approximately 600 London-themed suites, including 14 exclusive Suites by David Beckham. The Integrated Resort will also feature the Londoner Court with approximately 370 luxury suites; construction of the Londoner Court is now complete and is expected to open in 2021. Our retail offerings will be expanded ~~retail mall~~and rebranded as the Shoppes at Londoner.

We anticipate the total costs associated with The Londoner Macao development projects described above and the ~~St. Regis Macao Tower~~recently completed The Grand Suites ~~offering approximately 350 luxurious new suites. The project will commence in 2018 and be phased to minimize disruption during the property’s peak periods. We expect the project~~at Four Seasons to be ~~completed~~approximately $2.2 billion. The ultimate costs and completion dates for The Londoner Macao development are subject to change as we complete the project.

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 $3.3 billion at exchange rates in ~~2020.~~effect on March 31, 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

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further amended the 2012 Singapore Credit Facility, which, among other things, extends to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule for the MBS Expansion Project.

Other

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

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

Nine Months Ended September 30,
2017 2016
(In millions)
Net cash generated from operating activities $ 3,222
$ 2,831
Cash flows from investing activities:
Change in restricted cash and cash equivalents (1 ) (1 )
Capital expenditures (592 ) (1,103 )
Proceeds from disposal of property and equipment 2
4
Acquisition of intangible assets —
(47 )
Net cash used in investing activities (591 ) (1,147 )
Cash flows from financing activities:
Proceeds from exercise of stock options 32
5
Repurchase of common stock (300 ) —
Dividends paid (2,362 ) (2,348 )
Proceeds from long-term debt 654
2,260
Repayments on long-term debt (828 ) (1,963 )
Payments of financing costs (5 ) (31 )
Net cash used in financing activities (2,809 ) (2,077 )
Effect of exchange rate on cash 51
4
Decrease in cash and cash equivalents (127 ) (389 )
Cash and cash equivalents at beginning of period 2,128
2,179
Cash and cash equivalents at end of period $ 2,001
$ 1,790


	Three Months Ended March 31,
	2021		2020

	(In millions)
Net cash used in operating activities from continuing operations	$	(188)	$	(388)
Cash flows from investing activities from continuing operations:
Capital expenditures	(291)		(290)
Proceeds from disposal of property and equipment	3		1

Net cash used in investing activities from continuing operations	(288)		(289)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	19		16

Dividends paid and noncontrolling interest payments	—		(911)
Proceeds from long-term debt	505		—
Repayments on long-term debt	(18)		(16)
Payments of financing costs	(8)		(3)
Net cash generated from (used in) financing activities from continuing operations	498		(914)
Net cash used by discontinued operations	(22)		(12)
Effect of exchange rate on cash, cash equivalents and restricted cash	(12)		(21)
Decrease in cash, cash equivalents and restricted cash	(12)		(1,624)
Cash, cash equivalents and restricted cash at beginning of period	2,137		4,242
Cash, cash equivalents and restricted cash at end of period	$	2,125	$	2,618
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations	(35)		(17)
Cash, cash equivalents and restricted cash at end of period from continuing operations	$	2,090	$	2,601

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 ~~generated from~~used in operating activities for the ~~nine~~three months ended ~~September 30, 2017, increased $391~~March 31, 2021, decreased$200 million compared to the ~~nine~~three months ended ~~September 30, 2016. The increase was primarily attributable to an increase in~~March 31, 2020, as a result of net ~~income, partially offset by the level of contribution of our~~cash outflow for working capital ~~accounts, driven by the change in accounts receivable.~~decreasing, resulting mainly from increases to liabilities, including customer deposits and outstanding chips.

Cash Flows — Investing Activities

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, totaled ~~$592 million, including $349~~$291 million. Included in this amount was $268 million for construction and development activities in Macao, which consisted primarily of ~~$149~~$238 million for The ~~Parisian~~Londoner Macao, ~~$113~~$22 million for The Venetian Macao and ~~$58~~$5 million for ~~Sands Cotai Central; $137~~The Plaza Macao and Four Seasons Macao. Additionally, this amount included $23 million at Marina Bay ~~Sands; and $86 million at our Las Vegas Operating Properties.~~Sands in Singapore.

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Capital expenditures for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2020, totaled ~~$1.10 billion, including $970~~$290 million. Included in this amount was $241 million for construction and development activities in Macao, which consisted primarily of ~~$798~~$131 million for The ~~Parisian~~Londoner Macao, $82 million for The Plaza Macao and ~~$97~~Four Seasons Macao related primarily to the Grand Suites at Four Seasons Macao and $23 million for ~~Sands Cotai Central; $57~~The Venetian Macao; $46 million at ~~our Las Vegas Operating Properties;~~Marina Bay Sands in Singapore; and ~~$50~~$3 million in Singapore. Additionally, during the nine months ended September 30, 2016, we paid 66 million Singapore dollars ("SGD," approximately $47 million at exchange rates in effect at the time of the transaction) to renew our Singapore gaming license for ~~a three-year term.~~corporate and other.

Cash Flows — Financing Activities

Net cash flows generated from financing activities were $498 million for the three months ended March 31, 2021, which was primarily attributable to proceeds of $505 million received from the draw down of our SCL revolving facility.

Net cash flows used in financing activities were ~~$2.81 billion~~$914 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, which was primarily attributable to ~~$2.36 billion~~$911 million in dividend payments ~~$300 million in common stock repurchases~~ and ~~$174 million of~~ net repayments ~~on our various credit facilities.~~

Net cash flows used in financing activities were $2.08 billion for the nine months ended September 30, 2016, which was primarily attributable to $2.34 billion in dividend payments, partially offset by $297of $16 million ~~of net proceeds from~~on our various credit facilities.

Capital Financing Overview

We fund our development projects primarily through borrowings from our ~~credit facilities (see, "Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt")~~debt instruments and operating cash flows.

Our U.S., ~~Macao~~SCL and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintaincovenants, which include maintaining a maximum leverage ratio ofor net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as ~~defined ("Adjusted EBITDA"). The~~defined. In September 2020, LVSC entered into an amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio ~~is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having~~as of the ~~effect~~last day of ~~increasing Adjusted EBITDA~~the fiscal quarter during the ~~applicable quarter~~period beginning on October 31, 2020, through and including December 31, 2021. In March 2020, SCL entered into a waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x for ~~purposes of calculating compliance~~any period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (other than with respect to the ~~maximum leverage ratio. Our Macao credit facility requires our Macao operations~~financial year ended December 31, 2019). In September 2020, SCL entered into a waiver extension and amendment request letter, pursuant to which the aforementioned waiver period was extended to January 1, 2022. In June 2020, MBS entered into an amendment letter, such that MBS will not have to comply with ~~similar~~the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021. Our compliance with our financial covenants for periods beyond December 31, 2021 could be affected by certain factors beyond our control, such as the impact of the COVID-19 pandemic, including ~~maintaining~~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 debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for all quarterly periods through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending September 30, 2017 through September 30, 2019,4.0x, 4.0x and ~~then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of September 30, 2017,~~4.5x under our U.S., Macao and Singapore ~~leverage ratios, as~~credit facilities, respectively, for periods beyond December 31, 2021, 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, 2021.

The LVSC Revolving Facility contains a covenant that prohibits the disposition of Core Facilities (as defined ~~per~~in the ~~respective credit~~agreement), which includes the Las Vegas Operations. We are evaluating the treatment of the LVSC Revolving Facility in connection with the announced sale of the Las Vegas Operations, which may include an amendment or termination of the existing facility ~~agreements, were 0.5x, 1.8x and 2.0x, respectively, compared~~on or prior to the maximum leverage ratios allowed of 5.5x, 3.5x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. Any defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may

~~become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.~~closing date.

We held unrestricted cash and cash equivalents of approximately ~~$2.0~~$2.07 billion and restricted cash and cash equivalents of approximately ~~$11~~$16 million as of ~~September 30, 2017,~~March 31, 2021, of which approximately ~~$1.04~~$1.30 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$1.04~~$1.30 billion, approximately ~~$857 million~~$1.01 billion is available to be repatriated to the U.S. ~~with minimal~~and we do not expect withholding taxes ~~owed on such amounts due~~or other foreign income taxes to apply should these earnings be distributed in the ~~significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated.~~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~~third-party public ~~shareholders~~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 ~~$3.51~~$3.94 billion available for borrowing under our U.S., ~~Macao~~SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.74 billion at exchange rates in effect on March 31, 2021) under our Singapore Delayed Draw Term Facility as of ~~September 30, 2017,~~March 31, 2021, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital

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needs, committed and planned capital expenditures, development opportunities and debt ~~obligations and dividend commitments.~~obligations. In the normal course of our activities, we will continue to evaluate ~~our~~global capital ~~structure and~~markets to consider future opportunities for enhancements ~~thereof.~~

~~In March 2017,~~of our capital structure. During 2020, we entered into an ~~agreement~~amendment request letter on the 2018 SCL Credit Facility, which provides us with the option to ~~amend our U.S. credit facility, which refinanced~~increase the ~~term loans in~~total borrowing capacity by an aggregate amount of ~~$2.18 billion, extended~~up to $1.0 billion. Subsequently on January 25, 2021, we increased the maturity of the term loans to March 2024, removed the requirement to prepay outstanding revolving loans and/or permanently reduce revolving commitments in certain circumstances and lowered the applicable margin credit spread for borrowingsamount available under the ~~term loans (see "Item 1 — Financial Statements — Notes~~SCL revolving credit facility by HKD 3.83 billion (approximately $492 million at exchange rates in effect on March 31, 2021) to ~~Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility").~~further enhance our liquidity. During the ~~nine~~three months ended ~~September 30, 2017, we had net repayments of $36~~March 31, 2021, SCL drew down $48 million ~~on our 2013 U.S. Extended Revolving Facility.~~

~~On February 24 and June 23, 2017, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD")~~ and HKD ~~1.00 per share, respectively, to SCL shareholders (a total of $2.07~~3.54 billion ~~of which we retained $1.45 billion during the nine months ended September 30, 2017). On~~(approximately $456 million at exchange rates in effect on March 31, ~~June 30 and September 30, 2017, we paid a dividend of $0.73 per common share as part of a regular cash~~2021) under this facility for general corporate purposes.

We have suspended our quarterly dividend program and ~~recorded $1.73 billion as~~SCL did not pay a distribution against retained earnings (of which $946 million related to our Principal Stockholder's family and the remaining $787 million related to all other shareholders) during the nine months ended September 30, 2017. In October 2017, the Company's Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately $577 million) to be paid on December 29, 2017, to shareholders of record on December 21, 2017. In October 2017, we announced that our Board of Directors increased thefinal dividend for 2020 due to the ~~2018 calendar year~~impact of the COVID-19 Pandemic.

We have a strong balance sheet and sufficient liquidity in place, including access to ~~$3.00 per common share, or $0.75 per common share per quarter.~~

~~In November 2016,~~available borrowing capacity under our ~~Board~~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 of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires in November 2018. During the nine months ended September 30, 2017, we repurchased 5,107,237 shares of our common stock for $300 million (including commissions) under this program. All share repurchases of our common stock are recorded as treasury stock. As of September 30, 2017, we have remaining authorization to repurchase $1.26 billion of our outstanding common shares. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.non-essential items.

Aggregate Indebtedness and Other ~~Known~~ Contractual Obligations

As of ~~September 30, 2017,~~March 31, 2021, there had been no material changes to our aggregated indebtedness and other ~~known~~ contractual obligations ~~which are set forth in the table included~~previously reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, with the exception of the ~~following:~~

~~amendment and extension of our 2013 U.S.~~draw on the 2018 SCL Revolving Credit Facility ~~(see "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — 2013 U.S. Credit Facility"); and~~of $505 million.

~~net repayments of $36 million on our 2013 U.S. Extended Revolving Facility (which would have matured in December 2018 with no interim amortization).~~

~~Restrictions on Distributions~~

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements ~~that are~~ 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"~~“anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our ~~company~~Company or management, are intended to identify forward-looking statements. Although we believe ~~that~~ these forward-looking statements are reasonable, we cannot assure you ~~that~~ 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 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;

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•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 ~~casino-resorts~~our Integrated Resorts in Macao, Singapore and Las ~~Vegas and Bethlehem, Pennsylvania;~~Vegas;

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

•our ability to maintain our gaming licenses and subconcession in Macao, Singapore and Las Vegas;

•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 obtain required visas and work permits for management and employees from outside countries to work in Macao, and~~ •our ability to compete for ~~the~~limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers ~~and employees with the skills required to perform the services we offer at our properties;~~or labor from other countries;

~~new developments, construction projects and ventures;~~

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

•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, including the risk that we have not obtained sufficient~~ coverage may not be ~~able~~adequate to ~~obtain sufficient coverage~~cover all possible losses that our properties could suffer and our insurance costs may increase in the ~~future, or will only be able to obtain additional coverage at significantly increased rates;~~future;

~~disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;~~

•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 IPintellectual property rights;

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

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•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;~~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;~~legislation and the impact of U.S. tax reform;

~~our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;~~

•the continued services of our key ~~management and personnel;~~officers;

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

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

•labor actions and other labor problems;

•our failure to maintain the integrity of our ~~customer~~information and information systems or ~~company~~comply with applicable privacy and data ~~including against past or future cybersecurity attacks,~~security requirements and ~~any litigation or disruption to~~regulations could harm our ~~operations resulting from such loss of data integrity;~~reputation and adversely affect our business;

•the completion of infrastructure projects in Macao;

•our relationship with ~~GGP~~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 ~~that~~ we announce material financial information using our investor relations website (~~http:~~(https://~~investor.sands.com~~)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 ~~that~~ 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.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary ~~exposure~~exposures to market risk isare interest rate risk associated with our ~~variable rate~~ long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of ~~interest rate swaps,~~ futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. ~~Our derivative financial instruments currently consist primarily of foreign currency forward contracts, none of which have been designated as hedging instruments for accounting purposes.~~

To manage exposure to counterparty credit risk in foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

As of ~~September 30, 2017,~~March 31, 2021, the estimated fair value of our long-term debt was approximately ~~$9.57~~$15.36 billion, compared to its ~~carrying~~contractual value of ~~$9.71~~$14.56 billion. The estimated fair value of our long-term debt is based on ~~level~~recent trades, if available, and indicative pricing from market information (level 2 ~~inputs (quoted prices in markets that are not active)~~inputs). ~~As our long-term debt obligations are primarily variable-rate debt, a~~A hypothetical 100 basis

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point change in ~~LIBOR, HIBOR and SOR is not expected to have a material impact on~~market rates would cause the fair value of our long-term ~~debt. Based on variable-rate~~ debt ~~levels as of September 30, 2017, a~~to change by $519 million. A hypothetical 100 basis point change in LIBOR, HIBOR and ~~SOR for~~ the ~~duration of a year~~Singapore Swap Offer Rate would cause our annual interest cost on our long-term debt to change by approximately ~~$98~~$30 million.

Foreign currency transaction losses were ~~$65~~$16 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, primarily due to U.S. dollar denominated debt issued by SCL and Singapore ~~dollar~~ denominated intercompany debt reported in U.S. ~~dollars and U.S. dollar denominated intercompany debt held in Macao.~~ dollars.We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of ~~September 30, 2017,~~March 31, 2021, a hypothetical10% ~~strengthening or~~ weakening of the U.S. ~~dollar against the~~ dollar/SGD ~~(excluding the impact of foreign currency forward contracts)~~exchange rate would cause a foreign currency transaction ~~gain of approximately $105 million or a~~ loss of approximately ~~$129~~$22 million, and a hypothetical ~~100 basis point change in~~1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction ~~gain/~~loss of approximately ~~$15~~$48 million. The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

We manage a portion of our exposure to currency fluctuations with foreign currency forward contracts. As of September 30, 2017, we had eight foreign currency forward contracts with a total notional value of $144 million, contract expirations through December 2017 and a total liability fair value of $4 million. As of September 30, 2017, a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would cause an increase in our unrealized loss by approximately $14 million.

~~See also "Liquidity and Capital Resources."~~

ITEM 4 —CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure ~~that~~ information required to be disclosed in the reports ~~that~~ the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms and ~~that~~ such information is accumulated and communicated to the ~~Company's~~Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The ~~Company's~~Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of ~~September 30, 2017,~~March 31, 2021, and have concluded ~~that~~ they are effective at the reasonable assurance level.

It should be noted ~~that~~ any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance ~~that~~ the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent

limitations of control systems, there can be no assurance ~~that~~ any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the ~~Company's~~Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or ~~was~~were reasonably likely to have a material effect, on the ~~Company's~~Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1 —LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016, Quarterly Reports on Form 10-Q for the quarterly periods ended March 31~~2020, and ~~June 30, 2017, and "Part~~“Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 68 — Commitments and ~~Contingencies"~~Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A —RISK FACTORS

~~There have been no material changes from~~In addition to the risk factors previously disclosed in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020, the following risk factor was identified:

We are subject to a number of risks associated with the proposed sale of the Las Vegas Operations, and these risks could adversely impact our operations, financial condition and business.

~~ITEM~~On March 2, —~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~2021, we entered into definitive agreements (the “Agreements”) to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”). We are subject to a number of risks associated with the Las Vegas Sale, including risks associated with:

~~The following table provides information about share repurchases made~~•the failure to satisfy, on a timely basis or at all, the closing conditions set forth in the Agreements, including the receipt of regulatory approvals;

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

•the operation of our retained businesses without the Las Vegas Operations;

•issues, delays, complications and/or additional costs associated with the carve-out activities, including the transition of operations, systems, technology infrastructure and data, third-party contracts and personnel, to allow the Las Vegas Operations to operate as a stand-alone business after the closing, including incurring unanticipated costs to complete such activities, each, as applicable, within the terms of the Agreements;

•unfavorable reaction to the sale by patrons, competitors, suppliers, other business partners, regulators and employees;

•the ~~Company~~disruption to and uncertainty in our business and our relationships with our patrons;

•difficulties in hiring, retaining and motivating key personnel during this process or as a result of ~~its common stock during~~ uncertainties generated by this process or any developments or actions relating to it;

•the ~~quarter ended September 30, 2017:~~diversion of our management’s attention away from the operation of the businesses we are retaining;

•our incurrence of significant transaction costs in connection with the Las Vegas Sale, regardless of whether it is completed;

•the restrictions on and obligations with respect to our business set forth in the Agreements;

•any required payments of indemnification obligations under the Agreements for retained liabilities and breaches of representations, warranties or covenants;

•fluctuations in our market value, including the depreciation in our market value if the Las Vegas Sale is not completed or the failure of the transaction, even if completed, to increase our market value;

•the amount and timing of payments (if any) required under the post-closing contingent lease support agreement to be entered into in connection with the closing of the Las Vegas Sale;

•failure to receive full repayment of the $1.2 billion in seller financing that we anticipate providing at closing; and

•conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the Agreements, which could result in

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Period
Total
Number of
Shares
Purchased

Weighted
Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program

Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in millions)⁽¹⁾
July 1, 2017 — July 31, 2017 —
$ —
—
$ 1,335
August 1, 2017 — August 31, 2017 —
$ —
—
$ 1,335
September 1, 2017 — September 30, 2017 1,173,500
$ 63.90
1,173,500
$ 1,260
reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our high standards and applicable law as required under the Agreements.

~~__________________________~~

~~(1)~~

In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires on November 2, 2018. All repurchases under the stock repurchase program are made from time to time at the Company's discretion in accordance with applicable federal securities laws in the open market or otherwise. All share repurchases of the Company's common stock have been recorded as treasury stock.

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ITEM 6 —EXHIBITS

List of Exhibits



Exhibit No.		Description of Document
~~10.1+~~2.1*		~~Amended & Restated~~Purchase and Sale Agreement dated as of March 2, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).
2.2*		Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp. and VICI Properties L.P. (incorporated by reference from Exhibit 2.2 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).
10.1*		Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).
10.2*		Form of Term Loan Credit and Security Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC, Pioneer HoldCo, LLC and the Guarantors party thereto (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).
10.3+		Terms of Continued Employment, ~~Agreement~~dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and ~~Sheldon~~Robert G. ~~Adelson, effective as of January 1, 2017 (incorporated~~Goldstein (incorporated by reference from Exhibit 10.1 to the ~~Company's Current Report~~Company’s current report on Form 8-K (File No. 001-32373) filed on ~~September 7, 2017)~~March 24 , 2021).
~~31.1~~10.4+		Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Patrick Dumont (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 24, 2021).
10.5+		Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Randy A. Hyzak (incorporated by reference from Exhibit 10.3 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 24, 2021).
10.6+		First Amendment to Employment Agreement, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson (incorporated by reference from Exhibit 10.4 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 24, 2021).
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++		Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++		Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~101		~~XBRL Instance Document~~The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020, and (vi) Notes to Condensed Consolidated Financial Statements.
~~101.SCH~~104		Cover Page Interactive Data File - the cover page XBRL ~~Taxonomy Extension Schema Document~~
~~101.CAL~~	tags are embedded within the Inline XBRL ~~Taxonomy Extension Calculation Linkbase Document~~
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~document

____________________


+	~~Denotes a management contract or compensatory plan or arrangement.~~


++	This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

* Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

+ Denotes a management contract or compensatory plan or arrangement.

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++ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


		LAS VEGAS SANDS CORP.

April 23, 2021		~~LAS VEGAS SANDS CORP.~~By:	/S/ ROBERT G. GOLDSTEIN

~~November 3, 2017~~	~~By:~~	~~/s/ Sheldon~~Robert G. ~~Adelson~~
		~~Sheldon G. Adelson~~ Goldstein Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

April 23, 2021		By:	/S/RANDY HYZAK

~~November 3, 2017~~	~~By:~~	~~/s/ Patrick Dumont~~
		~~Patrick Dumont~~ Randy Hyzak Executive Vice President and Chief Financial Officer (Principal Financial Officer)



Nevada						27-0099920
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



3355 Las Vegas Boulevard South
Las Vegas, ~~Nevada~~	Nevada	89109
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.001 par value)	LVS	New York Stock Exchange



Class						Outstanding at ~~November 1, 2017~~April 21, 2021
Common Stock ($0.001 par value)						~~790,480,010~~763,964,648 shares



ý☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934