UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

Form 10-Q

_________________________________________________________


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

For the quarterly period ended September 30, ~~2020~~2021


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

For the transition period from to

Commission file number 001-32373

_________________________________________________________

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

_________________________________________________________


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

89109

(Address of principal executive offices)

(Zip Code)

(702) 414-1000

(Registrant’s telephone number, including area code)

~~_________________________________________________________~~_______________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.


Class						Outstanding at October ~~21, 2020~~20, 2021
Common Stock ($0.001 par value)						~~763,828,127~~763,989,752 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents


	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, ~~2020~~2021 and December 31, ~~2019~~2020	3
	Condensed Consolidated Statements of Operations for the Three and Ni neNine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	4
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	5
	Condensed Consolidated Statements of Equity for the Three and ~~Nine~~N ine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2530
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5358
Item 4.	Controls and Procedures	5459

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	5560
Item 1A.	Risk Factors	5560

Item 6.	Exhibits	5762
Signatures			5863

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,
2020 December 31,
2019
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,381 $ 4,226
Restricted cash and cash equivalents 17 16
Accounts receivable, net of provision for credit losses of $292 and $282 382 844
Inventories 34 37
Prepaid expenses and other 144 182
Total current assets 2,958 5,305
Property and equipment, net 14,992 14,844
Deferred income taxes, net 327 282
Leasehold interests in land, net 2,210 2,272
Intangible assets, net 28 42
Other assets, net 467 454
Total assets $ 20,982 $ 23,199
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 70 $ 149
Construction payables 293 334
Other accrued liabilities 1,684 2,396
Income taxes payable 136 275
Current maturities of long-term debt 72 70
Total current liabilities 2,255 3,224
Other long-term liabilities 518 513
Deferred income taxes 184 183
Deferred amounts related to mall sale transactions 345 350
Long-term debt 13,840 12,422
Total liabilities 17,142 16,692
Commitments and contingencies (Note 6)
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 6,605 6,569
Accumulated other comprehensive loss (38) (3)
Retained earnings 1,112 3,101
Total Las Vegas Sands Corp. stockholders’ equity 3,199 5,187
Noncontrolling interests 641 1,320
Total equity 3,840 6,507
Total liabilities and equity $ 20,982 $ 23,199


	September 30, 2021		December 31, 2020

	(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,644	$	2,082
Restricted cash and cash equivalents	16		16
Accounts receivable, net of provision for credit losses of $241 and $255	167		252
Inventories	22		22
Prepaid expenses and other	124		113
Current assets of discontinued operations held for sale	3,255		3,222
Total current assets	5,228		5,707
Property and equipment, net	11,932		12,280

Deferred income taxes, net	325		318
Leasehold interests in land, net	2,169		2,256
Intangible assets, net	15		25
Other assets, net	223		221
Total assets	$	19,892	$	20,807
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	74	$	89
Construction payables	233		336
Other accrued liabilities	1,265		1,474
Income taxes payable	15		87
Current maturities of long-term debt	73		75
Current liabilities of discontinued operations held for sale	827		755
Total current liabilities	2,487		2,816
Other long-term liabilities	341		336
Deferred income taxes	173		188

Long-term debt	14,462		13,929
Total liabilities	17,463		17,269
Commitments and contingencies (Note 9)	0		0
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding	—		—
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	6,639		6,611
Accumulated other comprehensive income (loss)	(32)		29
Retained earnings (deficit)	(25)		813
Total Las Vegas Sands Corp. stockholders’ equity	2,102		2,973
Noncontrolling interests	327		565
Total equity	2,429		3,538
Total liabilities and equity	$	19,892	$	20,807

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions, except per share data)
(Unaudited)
Revenues:
Casino $ 340 $ 2,321 $ 1,527 $ 7,343
Rooms 76 439 358 1,318
Food and beverage 54 199 205 655
Mall 83 175 228 501
Convention, retail and other 33 116 148 413
Net revenues 586 3,250 2,466 10,230
Operating expenses:
Casino 313 1,240 1,238 3,988
Rooms 61 109 203 332
Food and beverage 82 162 287 514
Mall 13 19 41 54
Convention, retail and other 34 72 117 227
Provision for credit losses 25 4 60 15
General and administrative 263 364 844 1,109
Corporate 33 59 145 262
Pre-opening 5 9 14 23
Development 3 4 18 13
Depreciation and amortization 292 284 867 874
Amortization of leasehold interests in land 14 14 41 37
Loss on disposal or impairment of assets 58 11 68 18
1,196 2,351 3,943 7,466
Operating income (loss) (610) 899 (1,477) 2,764
Other income (expense):
Interest income 3 20 20 57
Interest expense, net of amounts capitalized (137) (137) (386) (421)
Other income (expense) (4) (7) 30 (8)
Gain on sale of Sands Bethlehem 0 0 0 556
Loss on modification or early retirement of debt 0 (24) 0 (24)
Income (loss) before income taxes (748) 751 (1,813) 2,924
Income tax (expense) benefit 17 (82) 46 (403)
Net income (loss) (731) 669 (1,767) 2,521
Net (income) loss attributable to noncontrolling interests 166 (136) 381 (452)
Net income (loss) attributable to Las Vegas Sands Corp. $ (565) $ 533 $ (1,386) $ 2,069
Earnings (loss) per share:
Basic $ (0.74) $ 0.69 $ (1.81) $ 2.68
Diluted $ (0.74) $ 0.69 $ (1.81) $ 2.68
Weighted average shares outstanding:
Basic 764 769 764 772
Diluted 764 769 764 772


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

	(In millions, except per share data) (Unaudited)
Revenues:
Casino	$	533	$	281	$	2,241	$	1,352
Rooms	100		35		311		181
Food and beverage	42		31		148		101
Mall	165		83		469		228
Convention, retail and other	17		16		57		63
Net revenues	857		446		3,226		1,925
Operating expenses:
Casino	451		274		1,603		1,109
Rooms	40		28		124		101
Food and beverage	55		54		186		177
Mall	17		13		48		41
Convention, retail and other	21		22		62		79
Provision for credit losses	3		24		9		52
General and administrative	223		196		667		615
Corporate	64		33		169		145
Pre-opening	6		5		15		14
Development	13		3		59		18
Depreciation and amortization	262		248		775		745
Amortization of leasehold interests in land	14		14		42		41
Loss on disposal or impairment of assets	4		55		18		62
	1,173		969		3,777		3,199
Operating loss	(316)		(523)		(551)		(1,274)
Other income (expense):
Interest income	1		3		3		20
Interest expense, net of amounts capitalized	(157)		(134)		(469)		(376)
Other income (expense)	(12)		(5)		(19)		29
Loss on modification or early retirement of debt	(137)		—		(137)		—
Loss from continuing operations before income taxes	(621)		(659)		(1,173)		(1,601)
Income tax (expense) benefit	27		(5)		19		4
Net loss from continuing operations	(594)		(664)		(1,154)		(1,597)
Income (loss) from discontinued operations, net of income taxes	99		(67)		75		(170)
Net loss	(495)		(731)		(1,079)		(1,767)
Net loss attributable to noncontrolling interests from continuing operations	127		166		241		381
Net loss attributable to Las Vegas Sands Corp.	$	(368)	$	(565)	$	(838)	$	(1,386)
Earnings (loss) per share - basic:
Loss from continuing operations	$	(0.61)	$	(0.65)	$	(1.20)	$	(1.59)
Income (loss) from discontinued operations, net of income taxes	0.13		(0.09)		0.10		(0.22)
Net loss attributable to Las Vegas Sands Corp.	$	(0.48)	$	(0.74)	$	(1.10)	$	(1.81)
Earnings (loss) per share - diluted:
Loss from continuing operations	$	(0.61)	$	(0.65)	$	(1.20)	$	(1.59)
Income (loss) from discontinued operations, net of income taxes	0.13		(0.09)		0.10		(0.22)
Net loss attributable to Las Vegas Sands Corp.	$	(0.48)	$	(0.74)	$	(1.10)	$	(1.81)
Weighted average shares outstanding:
Basic	764		764		764		764
Diluted	764		764		764		764

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
(Unaudited)
Net income (loss) $ (731) $ 669 $ (1,767) $ 2,521
Currency translation adjustment 36 (58) (30) (36)
Total comprehensive income (loss) (695) 611 (1,797) 2,485
Comprehensive (income) loss attributable to noncontrolling interests 166 (133) 376 (450)
Comprehensive income (loss) attributable to Las Vegas Sands Corp. $ (529) $ 478 $ (1,421) $ 2,035
LOSS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

	(In millions) (Unaudited)
Net loss	$	(495)	$	(731)	$	(1,079)	$	(1,767)
Currency translation adjustment	(26)		36		(62)		(30)
Cash flow hedge fair value adjustment	(2)		—		(2)		—
Total comprehensive loss	(523)		(695)		(1,143)		(1,797)
Comprehensive loss attributable to noncontrolling interests	129		166		244		376
Comprehensive loss attributable to Las Vegas Sands Corp.	$	(394)	$	(529)	$	(899)	$	(1,421)

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

Table of Contents

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
Loss Retained
Earnings Noncontrolling
Interests Total
(In millions)
(Unaudited)
Balance at June 30, 2019 $ 1 $ (4,081) $ 6,541 $ (19) $ 3,118 $ 1,022 $ 6,582
Net income — — — — 533 136 669
Currency translation adjustment — — — (55) — (3) (58)
Exercise of stock options — — 5 — — 0 5
Stock-based compensation — — 8 — — 1 9
Repurchase of common stock — (100) — — — — (100)
Dividends declared ($0.77 per share) and noncontrolling interest payments (Note 4) — — — — (592) 0 (592)
Balance at September 30, 2019 $ 1 $ (4,181) $ 6,554 $ (74) $ 3,059 $ 1,156 $ 6,515
Balance at January 1, 2019 $ 1 $ (3,727) $ 6,680 $ (40) $ 2,770 $ 1,061 $ 6,745
Net income — — — — 2,069 452 2,521
Currency translation adjustment — — — (34) — (2) (36)
Exercise of stock options — — 35 — — 9 44
Stock-based compensation — — 24 — — 3 27
Disposition of interest in majority owned subsidiary — — (185) — — 266 81
Repurchase of common stock — (454) — — — — (454)
Dividends declared ($2.31 per share) and noncontrolling interest payments (Note 4) — — — — (1,780) (633) (2,413)
Balance at September 30, 2019 $ 1 $ (4,181) $ 6,554 $ (74) $ 3,059 $ 1,156 $ 6,515
Balance at June 30, 2020 $ 1 $ (4,481) $ 6,597 $ (74) $ 1,677 $ 805 $ 4,525
Net loss — — — — (565) (166) (731)
Currency translation adjustment — — — 36 — 0 36
Exercise of stock options — — 3 — — 1 4
Stock-based compensation — — 4 — — 1 5
Other — — 1 — — — 1
Balance at September 30, 2020 $ 1 $ (4,481) $ 6,605 $ (38) $ 1,112 $ 641 $ 3,840
Balance at January 1, 2020 $ 1 $ (4,481) $ 6,569 $ (3) $ 3,101 $ 1,320 $ 6,507
Net loss — — — — (1,386) (381) (1,767)
Currency translation adjustment — — — (35) — 5 (30)
Exercise of stock options — — 20 — — 2 22
Stock-based compensation — — 15 — — 3 18
Other — — 1 — — — 1
Dividends declared ($0.79 per share) (Note 4) — — — — (603) (308) (911)
Balance at September 30, 2020 $ 1 $ (4,481) $ 6,605 $ (38) $ 1,112 $ 641 $ 3,840


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

	(In millions) (Unaudited)
Balance at June 30, 2020	$	1	$	(4,481)	$	6,597	$	(74)	$	1,677	$	805	$	4,525
Net loss	—		—		—		—		(565)		(166)		(731)
Currency translation adjustment	—		—		—		36		—		—		36
Exercise of stock options	—		—		3		—		—		1		4
Stock-based compensation	—		—		4		—		—		1		5
Other	—		—		1		—		—		—		1


Balance at September 30, 2020	$	1	$	(4,481)	$	6,605	$	(38)	$	1,112	$	641	$	3,840

Balance at January 1, 2020	$	1	$	(4,481)	$	6,569	$	(3)	$	3,101	$	1,320	$	6,507
Net loss	—		—		—		—		(1,386)		(381)		(1,767)
Currency translation adjustment	—		—		—		(35)		—		5		(30)
Exercise of stock options	—		—		20		—		—		2		22

Stock-based compensation	—		—		15		—		—		3		18
Other	—		—		1		—		—		—		1


Dividends declared ($0.79 per share) and noncontrolling interest payments	—		—		—		—		(603)		(308)		(911)
Balance at September 30, 2020	$	1	$	(4,481)	$	6,605	$	(38)	$	1,112	$	641	$	3,840

Balance at June 30, 2021	$	1	$	(4,481)	$	6,634	$	(6)	$	343	$	455	$	2,946
Net loss	—		—		—		—		(368)		(127)		(495)
Currency translation adjustment	—		—		—		(24)		—		(2)		(26)


Cash flow hedge fair value adjustment	—		—		—		(2)		—		—		(2)
Stock-based compensation	—		—		5		—		—		1		6



Balance at September 30, 2021	$	1	$	(4,481)	$	6,639	$	(32)	$	(25)	$	327	$	2,429

Balance at January 1, 2021	$	1	$	(4,481)	$	6,611	$	29	$	813	$	565	$	3,538
Net loss	—		—		—		—		(838)		(241)		(1,079)
Currency translation adjustment	—		—		—		(59)		—		(3)		(62)
Cash flow hedge fair value adjustment	—		—		—		(2)		—		—		(2)
Exercise of stock options	—		—		15		—		—		4		19

Stock-based compensation	—		—		13		—		—		2		15



Balance at September 30, 2021	$	1	$	(4,481)	$	6,639	$	(32)	$	(25)	$	327	$	2,429

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
2020 2019
(In millions)
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ (1,767) $ 2,521
Adjustments to reconcile net income (loss) to net cash generated from (used in) operating activities:
Depreciation and amortization 867 874
Amortization of leasehold interests in land 41 37
Amortization of deferred financing costs and original issue discount 32 24
Amortization of deferred gain on mall sale transactions (4) (4)
Loss on modification or early retirement of debt 0 24
Loss on disposal or impairment of assets 42 11
Gain on sale of Sands Bethlehem 0 (556)
Stock-based compensation expense 17 26
Provision for credit losses 60 15
Foreign exchange (gain) loss (29) 9
Deferred income taxes (40) 155
Changes in operating assets and liabilities:
Accounts receivable 394 (56)
Other assets (21) (60)
Leasehold interests in land 0 (969)
Accounts payable (77) (4)
Other liabilities (831) (251)
Net cash generated from (used in) operating activities (1,316) 1,796
Cash flows from investing activities:
Net proceeds from sale of Sands Bethlehem 0 1,160
Capital expenditures (1,078) (756)
Proceeds from disposal of property and equipment 1 1
Acquisition of intangible assets 0 (53)
Net cash generated from (used in) investing activities (1,077) 352
Cash flows from financing activities:
Proceeds from exercise of stock options 22 44
Repurchase of common stock 0 (454)
Dividends paid and noncontrolling interest payments (911) (2,413)
Proceeds from long-term debt (Note 2) 1,945 3,500
Repayments of long-term debt (Note 2) (451) (3,518)
Payments of financing costs (30) (127)
Net cash generated from (used in) financing activities 575 (2,968)
Effect of exchange rate on cash, cash equivalents and restricted cash (26) (9)
Decrease in cash, cash equivalents and restricted cash (1,844) (829)
Cash, cash equivalents and restricted cash at beginning of period 4,242 4,661
Cash, cash equivalents and restricted cash at end of period $ 2,398 $ 3,832
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized $ 379 $ 401
Cash payments for taxes, net of refunds $ 125 $ 220
Change in construction payables $ (41) $ 126


	Nine Months Ended September 30,
	2021		2020

	(In millions) (Unaudited)
Cash flows from operating activities from continuing operations:
Net loss from continuing operations	$	(1,154)	$	(1,597)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	775		745
Amortization of leasehold interests in land	42		41
Amortization of deferred financing costs and original issue discount	38		32

Change in fair value of derivative asset/liability	(1)		—
Loss on modification or early retirement of debt	137		—
Loss on disposal or impairment of assets	8		36
Stock-based compensation expense	15		17
Provision for credit losses	9		52
Foreign exchange (gain) loss	22		(29)
Deferred income taxes	(17)		(40)
Changes in operating assets and liabilities:
Accounts receivable	72		323
Other assets	(12)		(3)

Accounts payable	(15)		(76)
Other liabilities	(264)		(740)

Net cash used in operating activities from continuing operations	(345)		(1,239)
Cash flows from investing activities from continuing operations:
Capital expenditures	(640)		(998)
Proceeds from disposal of property and equipment	7		1
Acquisition of intangible assets	(5)		—
Net cash used in investing activities from continuing operations	(638)		(997)
Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	19		22

Dividends paid and noncontrolling interest payments	—		(911)

Proceeds from long-term debt (Note 3)	2,451		1,945
Repayments of long-term debt (Note 3)	(1,852)		(451)
Payments of financing costs	(36)		(30)
Make-whole premium on early extinguishment of debt (Note 3)	(131)		—
Transactions with discontinued operations	111		(133)
Net cash generated from financing activities from continuing operations	562		442
Cash flows from discontinued operations:
Net cash generated from (used in) operating activities	159		(77)
Net cash used in investing activities	(45)		(80)
Net cash provided (to) by continuing operations and (used in) financing activities	(112)		133
Net cash generated from (used in) discontinued operations	2		(24)
Effect of exchange rate on cash, cash equivalents and restricted cash	(17)		(26)
Decrease in cash, cash equivalents and restricted cash	(436)		(1,844)
Cash, cash equivalents and restricted cash at beginning of period	2,137		4,242
Cash, cash equivalents and restricted cash at end of period	1,701		2,398
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations	(41)		(34)
Cash, cash equivalents and restricted cash at end of period for continuing operations	$	1,660	$	2,364
Supplemental disclosure of cash flow information from continuing operations:
Cash payments for interest, net of amounts capitalized	$	534	$	379
Cash payments for taxes, net of refunds	$	84	$	125
Change in construction payables	$	(103)	$	(35)

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

Table of Contents

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”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, ~~2019,~~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”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes 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.

COVID-19 Pandemic Update

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease ~~has since~~ spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). ~~As a result, people across~~Governments around the globe were advised to avoid non-essential travel. Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operationsworld mandated actions to contain the spread of the ~~virus.~~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 a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Macao

Visitation to the Macao ~~has decreased substantially, driven by various government policies limiting travel. The China Individual Visit Scheme to Macao~~Special Administrative Region (“~~China IVS”~~Macao”) and group tour schemes were suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, had been enacted by the government for Macao residents, residents of the People’s Republic of China Hong Kong residents, foreigner workers residing in Macao and international travelers. The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all(“China”) has decreased substantially as a result of various government policies limiting or discouraging travel. As of the date of this report, other than people from mainland China ~~effective September 23, 2020. All China residents with~~who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code, ~~are exempt from quarantine.~~there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. The Company’s operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and ~~Taiwan residents who have not visited a foreign country~~other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

Macao began administering the ~~prior 14 days and tested negative for~~ COVID-19 ~~are allowed~~vaccine to ~~enter Macao subject to a mandatory 14 days of centralized isolation. All other foreign nationals, including those holding a temporary work permit, currently are not permitted to enter Macao.~~

~~The Macao government suspended all gaming operations beginning~~front-line health workers on February ~~5, 2020. The Company’s Macao casino operations resumed~~9, 2021, and to the general population on ~~February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020. Additional health safeguards, such as~~March 3, 2021.

On March 3, 2021, the ~~requirement to present a~~ negative COVID-19 test ~~certificate prior~~requirement to ~~entering~~enter casinos was removed. Various other health safeguards implemented by the ~~casino, have been implemented, as well as the ongoing~~Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature ~~checks and mandatory mask protection. The Company~~checks. Management is currently unable to determine when ~~these~~the remaining measures will be ~~modified~~eased or cease to be necessary.

~~Some~~As of the ~~Company’s~~date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao Cotai Strip at Sands Cotai Central (the “Conrad hotel”) which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020. Additionally, from March 28 through April 30, 2020 and from June 7 through August 14, 2020, ingovernment.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, the Company provided one tower (approximately ~~2,000~~2,100 hotel rooms) at the Sheraton Grand Macao ~~Hotel, Cotai Strip at Sands Cotai Central~~ to the Macao government to house individuals who ~~return~~returned to Macao for quarantine purposes. This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021. From October 4, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.

~~Restaurants~~The Company’s Macao gaming operations remained open during the nine months ended September 30, 2021, compared to the same period in 2020 when the Company’s Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020. Some of the Company’s Macao hotel facilities were also closed

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during the casino suspension in response to the decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao at The Londoner Macao (the “Conrad hotel”), which reopened on June 13, 2020.

Operating hours at restaurants across the Company’s Macao properties are ~~progressively reopening as~~continuously being adjusted in line with fluctuations in guest ~~visitation increases.~~visitation. The majority of retail outlets in the Company’s various shopping malls are open with reduced operating hours. The timing and manner in which these areas will return to full operation are currently unknown.

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~~(UNAUDITED)~~

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020. In response, the Company suspended its MacaoCompany’s ferry operations between Macao and Hong ~~Kong.~~Kong remain suspended. The timing and manner in which the Company’s ~~normal~~ ferry operations will be able to resume are currently unknown.

~~Our~~The Company’s operations in Macao have been significantly impacted by the ~~lack of~~reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased ~~69.2% and 99.3% for~~to 1.6 million visits during the ~~quarters~~quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, ~~2020, respectively, and decreased by 97.4% and 92.4%~~2021, from approximately 46,000 visits during the quarter ended June 30, 2020. Total visitation increased to a total of approximately 1.1 million visits in July and August ~~2020,~~2021 as compared to 267,000 visits during the same ~~periods~~two-month period in ~~2019.~~2020. The Macao government also announced gross gaming revenue ~~decreased~~increased by ~~82.5% in~~75.6% during the nine months ended September ~~2020,~~30, 2021, as compared to the same period in ~~2019.~~2020.

Singapore

~~Beginning on April 7, 2020,~~As of the date of this report, entry into Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic. The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and the retail mall operations. The casino operations reopened on July 1, 2020; however, entry was initiallyis largely limited to ~~annual levy holders~~Singapore citizens and permanent residents, with certain ~~Sands Rewards Club (“SRC”) members. As~~visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures. Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of ~~July 9, 2020,~~ the ~~casino opened to all SRC members.~~government’s contact tracing efforts. All operations are currently subject to limited ~~capacities.~~capacities and other social distancing measures. Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.

~~On May 28, 2020, in support of the~~ Singapore ~~government’s initiatives to fight~~started administering the COVID-19 ~~Pandemic,~~vaccine to front-line health workers on December 30, 2020, and continues to roll-out the vaccine to the general population.

The Company’s operations at Marina Bay Sands ~~entered into an agreement~~will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government ~~to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine. The government’s use~~authorities.

As a result of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020. Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020. On September 7, 2020, the Singapore Tourism Board announced that event organizers are allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020. The date on which nightlife venues may reopen is unknown at this time.

~~In the months leading up to the closure,~~border closures, visitation to Marina Bay Sands ~~declined.~~continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced ~~for the quarters ended March 31 and June 30, 2020,~~ total visitation to Singapore decreased to approximately ~~43.2% and 100%, respectively,~~70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same ~~periods~~period in ~~2019.~~2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation ~~decreased by~~increased to a total of approximately ~~99.6% and99.5%~~34,000 visits in July and August ~~2020, respectively,~~2021 as compared to 16,000 visits during the same ~~periods~~two-month period in ~~2019.~~2020.

Las Vegas

~~On March 17, 2020, the~~Effective June 1, 2021, pursuant to State of Nevada ~~government suspended all casino~~ and ~~non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic. On May 28, 2020, the~~ Nevada ~~government announced casinos could reopen on June 4, 2020, under strict guidelines issued by the~~ Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and the State of Nevada. The Company reopened the casino, suites within The Venetian Tower and The Palazzo Tower, and select food and beverage outlets on June 4, 2020, with certain operations subject to reduced capacity. Beginning October 1, 2020, the limit for both public and private events was increased from 50 peopleother restrictions, which had been implemented in response to the ~~lesser of 250 people or 50%~~impact of the ~~room’s capacity (excluding employees, organizers~~COVID-19 Pandemic, were lifted and ~~performers) provided social distancing measures and various safety and related protocols can be followed.~~ ~~Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements.~~ ~~Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.~~

~~Visitation to~~ the Company’s Las Vegas Operating Properties declined in the months leading up to the closure. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31 and June 30, 2020, visitation to Las Vegas decreased 18.3% and 87.8%, respectively, as compared to the same periods in 2019. Total visitation decreased by 61% and ~~57%~~ in July and August 2020, respectively, as compared to the same periods in 2019. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31 and June 30, 2020, gross gaming revenue for the Las Vegas Strip decreased 12.4% and 84.8%, respectively, as compared toare operating under pre-pandemic guidelines.

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

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

Visitation to the Company’s Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased since restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, 2021, visitation to Las Vegas decreased to 5.1 million visits and increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in ~~2019.~~2020, respectively. Total visitation increased to a total of 6.3 million visits in July and August 2021, as compared to 3.0 million during the same two-month period in 2020. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, 2021, gross gaming revenue for the Las Vegas Strip decreased to $1.17 billion and increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in 2020, respectively. Total gross gaming revenue ~~decreased by 39.2%~~increased to $1.42 billion in July and August ~~2020,~~2021, as compared to $647 million during the same ~~periods~~two-month period in ~~2019.~~2020.

Summary

The disruptions arising from the COVID-19 Pandemic ~~had~~continued to have a significant adverse impact on the Company’s financial condition and operations during the nine months ended September 30, ~~2020.~~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 ~~2020~~2021 will be material, but cannot be reasonably estimated at this time as it is unknown when the impact of 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 ~~customers~~patrons to spend on travel and entertainment and business ~~customers~~patrons to spend on MICE.

While each of the Company’s properties ~~are currently~~were open and operating at reduced levels due to lower visitation and the implementation of required safety measures during the nine months ended September 30, 2021, the current economic and regulatory environment on a global basis and in each of the Company’s jurisdictions continues to evolve. The Company 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 balance, excluding restricted cash and cash equivalents, of ~~$2.38~~$1.64 billion and access to $1.50 billion, ~~$2.02~~$2.0 billion and ~~$433~~$436 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 ~~$2.69~~$2.71 billion at exchange rates in effect on September 30, ~~2020)~~2021) under the Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the ~~MBS Expansion Project,~~Marina Bay Sands expansion project (subject to restrictions as described in Note 3 — Long-Term Debt), as of September 30, 2020. The Company also has the option to increase the total borrowing capacity under the 2018 SCL Revolving Facility by an aggregate amount of up to $1.0 billion, for an aggregate total available borrowing capacity of up to $3.0 billion.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 outflow offor non-essential items.

Macao Subconcession

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extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022. In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML. It is possible the Macao government could change or interpret the associated gaming laws in a manner that could negatively impact the Company.

Under the Company’s SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd. (“SCL”) subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, holders of the SCL senior notes can require the Company to repurchase all or any part of the SCL senior notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).

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

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

Discontinued Operations Held for Sale

On March 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 affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P. The Company currently anticipates the closing of the transaction in the first quarter of 2022, subject to regulatory review and other closing conditions. Additionally, as discussed in “Note 2 — Held for Sale — Discontinued Operations,” the 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 and cash flows 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 Condensed Consolidated Financial Statements relate to the Company's continuing operations.

Recent Accounting Pronouncements

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 Board (“FASB”) or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

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Reclassification

Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on net income for the prior periods.

Note 2 — 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 VICI Properties L.P. (“VICI” and together with OpCo, the “Purchasers”). Under the terms of the agreements, OpCo will acquire subsidiaries that hold the operating assets and liabilities of the Las Vegas Operations for approximately $1.05 billion in cash, subject to certain post-closing adjustments, and $1.20 billion in seller financing in the form of a 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 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 is anticipated to close in the first quarter of 2022.

In connection with the closing, the Company and OpCo will enter into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo. The Support Payments are payable on a monthly basis following closing through the year ending December 31, 2023, based upon the performance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defined in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $286 million for 2021 and $500 million for 2022 and 2023 (as it may be adjusted as a result of when the closing occurs). The 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 result of when the closing occurs).

After consideration of the relevant facts, the Company concluded the assets and liabilities of the 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 accompanying condensed consolidated statements of operations and cash flows as discontinued operations for all periods presented.

The Las Vegas Operations are recorded at the carrying value of the assets held for sale. The fair value of these 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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(UNAUDITED)

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


	September 30, 2021		December 31, 2020

	(In millions)

Cash and cash equivalents	$	41	$	39
Accounts receivable, net of provision for credit losses of $54 and $59	106		86
Inventories	8		10
Prepaid expenses and other	27		23
Property and equipment, net	2,843		2,830

Other assets, net	230		234
Total held for sale assets in the balance sheet(1)	$	3,255	$	3,222


Accounts payable	$	21	$	9
Construction payables	5		6
Other accrued liabilities	320		232
Long-term debt	2		3
Deferred amounts related to mall sale transactions	339		344
Other long-term liabilities	140		161
Total held for sale liabilities in the balance sheet(1)	$	827	$	755

____________________

(1)All assets and liabilities held for sale were classified as current as it is probable the sale of the Las Vegas Operations will be completed within one year.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

	(In millions)				(In millions)
Revenues:
Casino	$	141	$	59	$	304	$	175
Rooms	142		41		294		177
Food and beverage	70		23		146		104
Convention, retail and other	46		17		84		85
Net revenues	399		140		828		541
Resort operations expenses	172		113		434		380
Provision for credit losses	4		1		7		8
General and administrative	90		66		250		227
Corporate	—		—		—		1

Depreciation and amortization	—		44		25		122
Loss on disposal or impairment of assets	2		3		5		6
Operating income (loss)	131		(87)		107		(203)

Interest expense	(3)		(3)		(10)		(10)
Other income (expense)	(1)		1		—		1
Income (loss) from discontinued operations before income tax	127		(89)		97		(212)
Income tax (expense) benefit	(28)		22		(22)		42
Net income (loss) from discontinued operations presented in the statement of operations	$	99	$	(67)	$	75	$	(170)

Adjusted Property EBITDA	$	132	$	(40)	$	136	$	(74)

For the three and nine months ended September 30, 2021, the Company’s Las Vegas Operations were classified as a discontinued operation held for sale. The Company applied the 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 22.0% and 22.7% for the three and nine months ended September 30, 2021, respectively. This compares to a (24.7)% and (19.8)% effective income tax rate from discontinued operations for the three and nine months ended September 30, 2020, respectively, 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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Note 23 — Long-Term Debt

Long-term debt consists of the following:

September 30,
2020 December 31,
2019
(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 $12 and $14, respectively) $ 1,738 $ 1,736
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively) 496 495
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $11 and $12, respectively) 989 988
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $8) 742 742
Macao Related⁽¹⁾:
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $9 and $11, respectively, and a positive cumulative fair value adjustment of $11 as of December 31, 2019) 1,791 1,800
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $12 and $13, respectively, and a positive cumulative fair value adjustment of $11 as of December 31, 2019) 1,788 1,798
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $8) 792 0
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $17 and $19, respectively, and a positive cumulative fair value adjustment of $12 as of December 31, 2019) 1,883 1,893
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $10) 690 0
Other 22 17
Singapore Related⁽¹⁾:
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $51 and $54, respectively) 2,935 3,023
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1) 45 0
Other 1 0
13,912 12,492
Less — current maturities (72) (70)
Total long-term debt $ 13,840 $ 12,422


	September 30, 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 $9 and $11, respectively)	$	1,741	$	1,739
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $3 and $4, respectively)	497		496
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $9 and $10, respectively)	991		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 $9)	—		1,791
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $10 and $11, respectively)	1,790		1,789
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $7 and $8, respectively)	793		792
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $7)	693		—
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $16)	1,884		1,884
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $7)	643		—
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $9 and $10, respectively)	691		690
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $6)	594		—
2018 SCL Credit Facility — Revolving	503		—
Other	27		21
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $46 and $50, respectively)	2,896		3,023
2012 Singapore Credit Facility — Delayed Draw Term (net of unamortized deferred financing costs of $1)	45		46

Other	4		1
	14,535		14,004
Less — current maturities	(73)		(75)
Total long-term debt	$	14,462	$	13,929

____________________

(1)Unamortized deferred financing costs of ~~$94~~$88 millionand~~$100~~ $91 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net, in the accompanying condensed consolidated balance sheets.

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LVSC Revolving Facility

On September 23, 2020, LVSC entered into an amendment agreement (the "Amendment") with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Amendment, the LVSC Revolving Credit Agreement was amended to (a) remove the requirement to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiscal quarter of LVSC during the period commencing on October 31, 2020, through and including December 31, 2021 (such period, the “Relevant Period”); (b) include a requirement for LVSC to maintain a minimum liquidity of $350 million as of the last day of each month during the Relevant Period; and (c) include a limitation on LVSC’s

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~~(UNAUDITED)~~

ability to declare or pay any dividend or other distribution during the period commencing on the closing date of the amendment, through and including December 31, 2021, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution.~~Pursuant to the Amendment, LVSC agreed to pay a customary fee to the lenders that consented.~~

As of September 30, ~~2020,~~2021, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

On September 3, 2021, LVSC entered into an amendment agreement (the “Second Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Second Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) extend the period during which LVSC is not required to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiscal quarter to December 31, 2022; (b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2022; (c) increase the minimum liquidity amount that LVSC is required to maintain until December 31, 2022 to $700 million; and (d) extend the period during which LVSC is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2022. In addition, pursuant to the Second Amendment and subject to the satisfaction of certain conditions specified therein, the requisite lenders under the existing LVSC Revolving Credit Agreement consented to, and waived any applicable restrictions prohibiting, the consummation of the announced sale of the Las Vegas Operations. Pursuant to the Second Amendment, LVSC paid a customary fee to the lenders that consented.

SCL Senior Notes

On ~~June 4, 2020, Sands China Ltd. (“SCL”)~~September 23, 2021, SCL issued in a private offering ~~two~~three series of senior unsecured notes in an aggregate principal amount of ~~$1.50~~$1.95 billion, consisting of ~~$800~~$700 million of ~~3.800%~~2.300% Senior Notes due ~~January~~March 8, ~~2026~~2027 (the ~~“2026~~“2027 SCL Senior Notes”), $650 million of 2.850% Senior Notes due March 8, 2029 (the “2029 SCL Senior Notes”) and ~~$700~~$600 million of ~~4.375%~~3.250% Senior Notes due ~~June 18, 2030~~August 8, 2031 (the ~~“2030~~“2031 SCL Senior Notes” and, together with the 2027and2029 SCL Senior Notes, the “SCL Senior Notes”). ~~The~~SCL used the net proceeds from the offering ~~will be used for incremental liquidity~~ and ~~general corporate purposes. There are no interim~~cash on hand to redeem in full the outstanding principal ~~payments on the 2026 or 2030 SCL~~amount of its $1.80 billion 4.600% Senior Notes due 2023, any accrued interest and ~~interest is payable semi-annually in arrears on January 8 and July 8, commencing on January 8, 2021, with respect to~~ the ~~2026 SCL Senior Notes, and on June 18 and December 18, commencing on December 18, 2020, with respect to~~associated make-whole premium as determined under the ~~2030 SCL Senior Notes.~~related senior notes indenture dated as of August 9, 2018.

The ~~2026 and 2030~~ SCL Senior Notes are senior unsecured obligations of SCL. Each series of ~~notes~~SCL Senior Notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any. The ~~notes~~SCL Senior Notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries. None of SCL’s subsidiaries will guarantee the ~~notes.~~SCL Senior Notes.

The ~~2026 and 2030~~ SCL Senior Notes were issued pursuant to an indenture, dated ~~June 4, 2020~~September 23, 2021 (the “Indenture”), between SCL and U.S. Bank National Association, as trustee. The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis. The Indenture also provides for customary events of default.

Under the SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of SCL subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, each holder of the SCL senior notes will have the right to require SCL to repurchase all or any part of such holder’s SCL senior notes at par plus accrued and unpaid interest (the “Investor Put Option”). Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession.

The cost associated with the early termination of the 4.600% Senior Notes due 2023, including the make-whole premium of $131 million and $6 million in original issue discount and deferred financing costs, was recorded

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to loss on modification or early retirement of debt in the condensed consolidated statement of operations, net, during the three months ended September 30, 2021.

2018 SCL Credit Facility

On ~~March 27, 2020,~~January 25, 2021, SCL entered into an agreement with lenders to increase commitments under the 2018 SCL Credit Facility by 3.83 billion Hong Kong dollars (“HKD,” approximately $491 million at exchange rates in effect on September 30, 2021). During the nine months ended September 30, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $455 million at exchange rates in effect on September 30, 2021) under the facility for general corporate purposes.

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

On July 7, 2021, SCL entered into a waiver extension and amendment request letter (the ~~“Waiver Letter”~~"Third Waiver Extension Letter") with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) ~~waived~~extend by one year to (and including) January 1, 2023, the ~~requirements~~waiver period for the requirement for SCL to comply with the requirements that SCL ensure the consolidated leverage ratio does not exceed 4.0x and the consolidated interest coverage ratio is not less than 2.5x ~~for any quarterly period ending during~~as at the ~~period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “SCL Relevant Period”) (other than with respect to~~last day of the financial ~~year ended on December 31, 2019);~~quarter; (b) waived any default that may arise as a result of any breach of said requirements during the SCL Relevant Period (other than with respect to the financial year ended on December 31, 2019); and (c) extendedextend the period of time during which SCL may supply the agent with ~~(i) its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020; and (ii)~~ its audited consolidated financial statements for the financial year ending on December 31, ~~2020,~~2021 to April 30, ~~2021. Pursuant~~2022; and (c) extend by one year to (and including) January 1, 2023, the ~~Waiver Letter, SCL agreed~~period during which SCL's ability to ~~pay a customary fee to~~declare or make any dividend payment or similar distribution is restricted if at such time (x) the ~~lenders that consented.~~

~~On September 11, 2020, SCL entered into a waiver extension and amendment request letter (the “Waiver Extension Letter”) with respect to certain provisions of~~Total Commitments (as defined in the 2018 SCL Credit ~~Facility, pursuant to which lenders agreed to (a) extend the SCL Relevant Period such that it ends on, and includes, January 1, 2022 instead~~Facility) exceed $2.0 billion by SCL's exercise of ~~July 1, 2021; and (b) amend and restate the 2018 SCL Credit Facility in the form attached to the Waiver Extension Letter, which contains the following amendments: (1) it provides SCL with~~ the option to increase the ~~total borrowing capacity~~Total Commitments by an aggregate amount of up to $1.0 billion; and (2) it imposes a restriction on the ability of SCL to declare or make any dividend payment or similar distribution at any time during the period from (and including) July 1, 2020 to (and including) January 1, 2022, if at such time (x) the total borrowing capacity exceeds $2.0 billion by

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~~operation of the increase referred to above; and~~ (y) the ~~maximum~~ consolidated leverage ratio is greater than 4.0x, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date; and (ii) the aggregate amount of the undrawn facility under the 2018 SCL Credit Facility and unused commitments under other credit facilities of SCL is greater than $2.0 billion. Pursuant to the Third Waiver Extension Letter, SCL ~~agreed to pay~~paid a customary fee to the lenders that consented.

Under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL senior notes (as described above) would be an Event of Default (as defined in the credit agreement), which could result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable. Refer to “Note 1 — Organization and Business of Company” for further information related to the Macao subconcession.

2012 Singapore Credit Facility

As of September 30, ~~2020, SCL~~2021, Marina Bay Sands Pte. Ltd. (“MBS”) had ~~$2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments (13.81 billion Hong Kong dollars or “HKD,” approximately $1.78 billion~~SGD 593 million (approximately $436 million at exchange rates in effect on September 30, ~~2020) and U.S. dollar commitments ($237 million).~~

2021) of available borrowing capacity under the 2012 Singapore ~~Credit~~Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 157 million (approximately $115 million at exchange rates in effect on September 30, 2021) pursuant to a development agreement.

On ~~June 18, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS” or the “Borrower”),~~September 7, 2021, MBS entered into an amendment letter (the ~~“Amendment~~“Second Amendment Letter”) with DBS Bank Ltd. (“DBS”), as agent. The Second Amendment Letter amends the facility agreement originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified, including by the amendment letter, dated as of June 18, 2020 (the "First Amendment Letter"), the “Facility Agreement”), among ~~the Borrower,~~MBS, the lenders party thereto, DBS, as the agent, and the other parties thereto.

The Second Amendment Letter (a) ~~modifies~~extends by one year to (and including) December 31, 2022, the waiver period for the requirement for MBS to comply with the financial covenant provisions under the Facility Agreement such that ~~the Borrower~~MBS will not have to comply with the leverage or interest coverage covenants for the financial quarters ending, and including, September 30, ~~2020~~2021 through, and including, December 31, ~~2021~~2022 (the “Waiver Period”); (b) extends to ~~June 30, 2021,~~March 31, 2022, the deadline for delivering the construction ~~costs~~cost estimate and the construction schedule ~~in each case~~ for the MBS Expansion Project; and (c) permits ~~the Borrower~~MBS to make dividend payments during the Waiver Period of (i) an

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unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25x and (ii) up to SGD 500 million per fiscal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25x, subject to the additional requirements that (a) the aggregate amount of ~~the Borrower’s~~MBS’s cash plus Facility B availability is greater than or equal to SGD 800 million immediately following such dividend payment and (b) ~~the Borrower’s~~MBS’s interest coverage ratio is higher than 3.0x. Pursuant to the Second Amendment Letter, MBS ~~agreed to pay~~paid a customary fee ~~on June 19, 2020,~~ to the lenders that ~~consented thereto.~~consented.

As of September 30, 2020, MBS had SGD 592 million (approximately $433 million at exchange rates in effect on September 30, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $112 million at exchange rates in effect on September 30, 2020).

During the three months ended September 30, 2020, MBS borrowed SGD 62 million (approximately $46 million at exchange rates in effect on September 30, 2020) under the Singapore Delayed Draw Term Facility. As of September 30, 2020,2021, SGD 3.69 billion (approximately ~~$2.69~~$2.71 billion at exchange rates in effect on September 30, ~~2020)~~2021) remains available to be drawn under the Singapore Delayed Draw Term Facility. If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, the Company will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to lenders.

Debt Covenant Compliance

As of September 30, ~~2020,~~2021, management believes the Company was in compliance with all debt covenants. 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, 2022 for LVSC and MBS and January 1, 2023 for SCL, 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 respective 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, 2022 for MBS and LVSC and January 1, 2023 for SCL, 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 their current deadlines, if deemed necessary.

Cash Flows from Financing Activities

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


	Nine Months Ended September 30,
	2021		2020

	(In millions)
Proceeds from 2027, 2029 and 2031 SCL Senior Notes	$	1,946	$	—
Proceeds from 2026 and 2030 SCL Senior Notes	—		1,496
Proceeds from 2018 SCL Credit Facility	505		403
Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term	—		46

	$	2,451	$	1,945

Repayment on 2023 SCL Senior Notes	$	(1,800)	$	—
Repayments on 2018 SCL Credit Facility	—		(404)
Repayments on 2012 Singapore Credit Facility	(46)		(45)

Repayments on Other Long-Term Debt	(6)		(2)
	$	(1,852)	$	(451)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of September 30, 2021 and December 31, 2020, was approximately $15.09 billion and $15.15 billion, respectively, compared to its contractual value of $14.65 billion 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).

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~~Cash Flows~~Note 4 — Derivative Instruments

During the three months ended September 30, 2021, the Company entered into two foreign currency swap agreements. The objective of both agreements is to manage the risk of changes in cash flows resulting from ~~Financing Activities~~

~~Cash~~foreign currency gains/losses realized upon remeasurement of U.S. dollar denominated SCL senior notes by swapping a specified amount of Hong Kong dollars for U.S. dollars at the contractual spot rate. The terms in one of the contracts did not effectively match the terms of the related SCL senior notes; thus, it was not designated as hedging (the “Non-Hedging Swap”). The remaining contract was designated as a hedge of the cash flows ~~from financing activities~~ related to ~~long-term debt~~a portion of the SCL senior notes (the “Hedging Swap,” and ~~finance lease obligations are as follows:~~

Nine Months Ended
September 30,
2020 2019
(In millions)
Proceeds from 2026 and 2030 SCL Senior Notes $ 1,496 $ 0
Proceeds from 2018 SCL Credit Facility 403 0
Proceeds from 2012 Singapore Credit Facility - Delayed Draw Term 46 0
Proceeds from LVSC Senior Notes 0 3,500
$ 1,945 $ 3,500
Repayments on 2018 SCL Credit Facility $ (404) $ 0
Repayments on 2012 Singapore Credit Facility (45) (31)
Repayments on 2013 U.S. Credit Facility 0 (3,484)
Repayments on HVAC Equipment Lease and Other Long-Term Debt (2) (3)
$ (451) $ (3,518)

~~Fair Value~~together with the Non-Hedging Swap, the “FX Swaps”). The Non-Hedging Swap and the Hedging Swap have a total notional value of ~~Long-Term Debt~~$500 million and $1.0 billion, respectively, and expire in August 2023 and August 2025, respectively.

The ~~estimated~~total fair value of the ~~Company’s long-term debt~~FX Swaps is recorded as ~~of September 30, 2020 and December 31, 2019, was approximately $14.64 billion and $13.21 billion, respectively, compared to its contractual value of $14.03 billion and $12.58 billion, respectively.~~an asset in other assets, net. The ~~estimated~~ fair value of ~~our long-term debt is based on recent trades, if available, and indicative pricing~~the FX Swaps was estimated using Level 2 inputs from recently reported market ~~information (level 2 inputs).~~

transactions of foreign currency exchange rates. For the Hedging Swap, the changes in fair value of the derivative were recognized as other comprehensive income in the accompanying condensed consolidated balance sheets. Additionally, the foreign currency gains/losses incurred from the remeasurement of the portion of the SCL senior notes being hedged were also recognized in other comprehensive income. For the Non-Hedging Swap the changes in fair value of the derivative were recorded in other income in the accompanying condensed consolidated statements of operations.

Note 35 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

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 ~~customers~~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 ~~customers~~patrons and gaming promoters residing in these countries.

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 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 ~~customer's~~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,

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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 believes it is probable the receivable will not be recovered.

~~Credit or marker play was 28.2%, 15.2% and 70.8%~~

Table of table games play at the Company’s Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the nine months ended September 30, 2020. The Company’s provision for casino credit losses was 48.8% and 32.3% of gross casino receivables as of September 30, 2020 and December 31, 2019, respectively. The Company’s provision for credit losses from its hotel and other receivables is not material.Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Accounts receivable, net, consists of the following:


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020

		(In millions)							(In millions)
Casino	Casino	$	584	$	858	Casino	$	332	$	415
Rooms	Rooms	19		88		Rooms	7		9
Mall	Mall	28		93		Mall	52		49
Other	Other	43		87		Other	17		34
		674		1,126			408		507
Less - provision for credit losses	Less - provision for credit losses	(292)		(282)		Less - provision for credit losses	(241)		(255)
		$	382	$	844		$	167	$	252

The following table shows the movement in the provision for credit losses recognized for accounts receivable:


		September 30, 2020		September 30, 2019			2021		2020

		(In millions)							(In millions)
Balance at beginning of year		$	282	$	324
Balance at January 1						Balance at January 1	$	255	$	220
Current period provision for credit losses	Current period provision for credit losses	60		15		Current period provision for credit losses	9		52
Write-offs	Write-offs	(49)		(50)		Write-offs	(20)		(33)
Recoveries of receivables previously written-off		0		1

Exchange rate impact	Exchange rate impact	(1)		(3)		Exchange rate impact	(3)		(3)
Balance at end of period		$	292	$	287
Balance at September 30						Balance at September 30	$	241	$	236

~~Impacts of Adoption~~

On January 1, 2020, the Company adopted the guidance under the accounting standard update (“ASU”) issued in June 2016 by the Financial Accounting Standards Board (“FASB”). The ASU revised the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The adoption, which was applied on a modified retrospective basis, did not have a material impact on the Company’s financial condition and results of operations and therefore did not result in an adjustment to retained earnings as of January 1, 2020.

Customer Contract Related Liabilities

The Company provides numerous products and services to its ~~customers.~~patrons. There is often a timing difference between the cash payment by the ~~customers~~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 September 30	112		305		63		62		599		645
Increase (decrease)	$	(85)	$	(205)	$	1	$	(1)	$	(34)	$	54

____________________

(1)Of this amount, $148 million and $152 million as of September 30 and January 1, 2021, respectively, and $152 million and $154 million as of September 30 and January 1, 2020, respectively, relate to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 6 — 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.

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~~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⁾
2020 2019 2020 2019 2020 2019
(In millions)
Balance at January 1 $ 540 $ 551 $ 68 $ 66 $ 724 $ 827
Balance at September 30 311 544 67 67 754 741
Increase (decrease) $ (229) $ (7) $ (1) $ 1 $ 30 $ (86)

~~____________________~~

~~(1)Of this amount, $152 million, $154 million, $151 million and $152 millionas of September 30, 2020, January 1, 2020, September 30, 2019 and January 1, 2019, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.~~

~~Note 4 — Equity and Earnings Per Share~~

~~Common Stock~~

~~Dividends~~

On March 26, 2020, the Company paid a dividend of $0.79 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2020, the Company recorded $603 million as a distribution against retained earnings (of which $342 million related to the principal stockholder and his family and the remaining $261 million related to all other stockholders).

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

~~Repurchase Program~~

In June 2018, the Company's Board of Directors authorized the repurchase of $2.50 billion of its outstanding common stock, which was to expire in November 2020. In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022. Repurchases of the Company's common stock are made at the Company's 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 the Company's financial position, earnings, legal requirements, other investment opportunities and market conditions. All share repurchases of the Company's common stock have been recorded as treasury stock.

Noncontrolling Interests

OnIn February ~~21, 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $1.03 billion, of which the Company retained $717 million during the nine months ended September 30, 2020).~~

~~On April 17, 2020,~~2021, SCL announced it will not pay a final dividend for ~~2019~~2020 due to the impact of the COVID-19 Pandemic.

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

~~(UNAUDITED)~~

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
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share) 764 769 764 772
Potential dilution from stock options and restricted stock and stock units 0 0 0 0
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) 764 769 764 772
Antidilutive stock options excluded from the calculation of diluted earnings per share 9 3 9 3


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020

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

Antidilutive stock options excluded from the calculation of diluted earnings per share	9	9	8	9

Note 57 — ~~Leases~~Income Taxes

~~Lessor~~

~~Lease revenue consists~~The Company’s effective income tax rate from continuing operations was (1.6)% for the nine months ended September 30, 2021, compared to (0.2)% for the nine months ended September 30, 2020. The effective income tax rate for the nine months ended September 30, 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 nine months ended September 30, 2021, the Company recorded a valuation allowance of $20 million related to certain U.S. foreign tax credits, which it no longer expects to utilize due to lower forecasted U.S. taxable income in years following the sale of the ~~following:~~

Three months ended September 30,
2020 2019
Mall Other Mall Other
(In millions)
Minimum rents $ 132 $ 1 $ 129 $ 5
Overage rents 7 1 19 0
Rent concessions⁽¹⁾
(78) 0 0 0
Total overage rents and rent concessions (71) 1 19 0
$ 61 $ 2 $ 148 $ 5

Nine months ended September 30,
2020 2019
Mall Other Mall Other
(In millions)
Minimum rents $ 395 $ 6 $ 387 $ 12
Overage rents 13 1 38 1
Rent concessions⁽¹⁾
(248) (2) 0 0
Total overage rents and rent concessions (235) (1) 38 1
$ 160 $ 5 $ 425 $ 13

~~___________________~~

~~(1)Rent concessions were provided for the periods presented to tenants as a result of the COVID-19 Pandemic and the impact on mall and other operations.~~

Las Vegas Operations.

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Note 68 — Leases

Lessor

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


	Three months ended September 30,
	2021				2020
	Mall		Other		Mall		Other

	(In millions)
Minimum rents	$	124	$	—	$	132	$	—
Overage rents	34		—		7		—
Rent concessions(1)	(16)		—		(78)		—

Total overage rents and rent concessions	18		—		(71)		—
	$	142	$	—	$	61	$	—


	Nine months ended September 30,
	2021				2020
	Mall		Other		Mall		Other

	(In millions)
Minimum rents	$	381	$	1	$	395	$	1
Overage rents	68		—		13		—
Rent concessions(1)	(53)		—		(248)		—
Other(2)	6		—		—		—
Total overage rents, rent concessions and other	21		—		(235)		—
	$	402	$	1	$	160	$	1

___________________

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

(2)Amount 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.

Note 9 — 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. 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 financial condition, results of operations and cash flows.

Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior Action”) in the U.S. District Court for the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“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 Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforementioned defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming

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concessions at the end of 2001. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010.

On January 19, 2012, AAEC filed another claim (the “Macao Action”) with the Macao Judicial Court ~~(Tribunal Judicial de Base)~~ against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim was for 3.0 billion patacas (approximately ~~$376~~$374 million at exchange rates in effect on September 30, ~~2020)~~2021). The Macao Action alleges a 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 government 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 and amended the defense on January 4, 2013.

On March 24, 2014, the Macao Judicial Court issued a ~~Decision (Despacho Seneador)~~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.~~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 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 appeals at the present time. The Macao Second Instance Court ordered the court file be transferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court commenced by letters rogatory, which was completed on March 14, 2019, and the trial of this matter was scheduled for September 2019.

On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to 96.45 billion patacas (approximately ~~$12.08~~$12.03 billion at exchange rates in effect on September 30, ~~2020)~~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 and that appeal is currently pending.

On September 2, 2019, the U.S. Defendants moved to revoke the legal aid granted to AAEC, which excuses AAEC from paying its share of court costs. On September 4, 2019, the Macao Judicial Court deferred ruling on the U.S. Defendants’ motion regarding legal aid until the entry of final judgment. The U.S. Defendants appealed that deferral on September 17, 2019. On September 26, 2019, the Macao Judicial Court rejected that appeal on procedural grounds. The U.S. Defendants requested clarification of that order on October 29, 2019. By order dated December 4, 2019, the Macao Judicial Court stated it would reconsider the U.S. Defendants’ motion to revoke legal aid and, as part of that reconsideration, it would reanalyze portions of the record, seek an opinion from the Macao

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~~(UNAUDITED)~~

Public Prosecutor regarding the propriety of legal aid and consult with the trial court overseeing AAEC’s separate litigation against Galaxy Entertainment Group Ltd., Galaxy Entertainment Group S.A. and ~~Messrs. Weidner and Friedman,~~two of the U.S. Defendants’ former executives, individually. The Macao Judicial Court denied the motion to revoke legal aid on January 14, 2020.

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 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. On April 16, 2021, the U.S. Defendants again moved to reschedule the trial because continued travel disruptions resulting from the pandemic prevented the representatives of the U.S. Defendants and certain witnesses from attending the trial as scheduled. Plaintiff opposed that motion on April 29, 2021. The Macao Judicial Court denied the U.S. Defendants’ motion on May 28, 2021, concluding that, under Macao law, it lacked the power to reschedule the trial absent agreement of the parties. The U.S. Defendants appealed that ruling on June 16, 2021, and that appeal is currently pending.

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The trial began as scheduled on June 16, 2021. The Macao Judicial Court heard testimony on June 16, 17, 23, and July 1. By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates during September, October and December 2021 to hear witnesses who are currently subject to COVID-19 travel restrictions that prevent or severely limit their ability to enter Macao. That order also provided a procedure for the parties to request written testimony from witnesses who are not able to travel to Macao on those dates. On June 28, 2021, the U.S. Defendants sought clarification of certain aspects of that ruling concerning procedures for written testimony and appealed aspects of that ruling setting limits on written testimony, imposing a deadline for in-person testimony, and rejecting the U.S. Defendants’ request to have witnesses testify via video conference. On July 9, 2021, the Macao Judicial Court issued an order clarifying the procedure for written testimony. The U.S. Defendants’ appeal on the remainder of the Macao Judicial Court’s June 17, 2021 order is currently pending.

On July 10, 2021, the U.S. Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $12 million at exchange rates in effect on September 30, 2021) based on Plaintiff’s July 15, 2019 amendment of its claim amount. By motion dated July 20, 2021, the U.S. Defendants moved the Macao Judicial Court for an order withdrawing that invoice on the grounds that it was procedurally improper and conflicted with rights guaranteed in Macao’s Basic Law. The Macao Judicial Court denied that motion by order dated September 11, 2021. The U.S. Defendants appealed that order on September 23, 2021, and that appeal is currently pending.

On September 6, 2021, Plaintiff notified the Macao Judicial Court that it would not be bringing any additional witnesses to testify in-person on the scheduled hearing dates. In submissions dated September 6 and September 20, 2021, Defendants notified the Macao Judicial Court that certain witnesses were unable to attend the September hearing dates due to ongoing travel restrictions related to the COVID-19 Pandemic. By orders dated September 11 and September 23, 2021, the Macao Judicial Court cancelled the various hearing dates scheduled in September.

Trial in the Macao Action resumed on October 8, 2021 with additional in-person hearing dates scheduled during October and December 2021.

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.

The Daniels Family 2001 Revocable Trust v. LVSC, et al.

On 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 Patrick Dumont. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at the Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures. On January 5, 2021, the U.S. District Court entered an order appointing Carl S. Ciaccio and Donald M. DeSalvo as lead plaintiffs (“Lead Plaintiffs”). On March 8, 2021, Lead Plaintiffs filed a purported class action amended complaint against LVSC, Sheldon G. Adelson, Patrick Dumont, and 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 U.S. District Court granted Lead Plaintiffs’ motion to substitute Dr. Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a defendant in this action. On May 7, 2021, the defendants filed a motion to dismiss the amended complaint. Lead Plaintiffs filed an opposition to the motion to dismiss on July 6, 2021, and the defendants filed their reply on August 5, 2021. All briefing on the motion to dismiss is complete and the motion is pending before the U.S. District Court. This 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.

~~Note 7 — Segment Information~~

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations and construction and development activities for each of its operating segments: The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas Operating Properties; and, through May 30, 2019, Sands Bethlehem. 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 the condensed consolidated results of operations and 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 the condensed consolidated financial condition.

~~The Company’s segment information as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019 is as follows:~~

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2020
Macao:
The Venetian Macao $ 32 $ 3 $ 2 $ 28 $ 3 $ 68
Sands Cotai Central 5 2 3 9 3 22
The Parisian Macao 26 4 3 6 1 40
The Plaza Macao and Four Seasons Hotel Macao 10 1 0 13 1 25
Sands Macao 11 0 1 0 0 12
Ferry Operations and Other 0 0 0 0 4 4
84 10 9 56 12 171
Marina Bay Sands 197 25 22 28 9 281
Las Vegas Operating Properties 59 41 23 0 29 152
Intercompany eliminations⁽¹⁾
0 0 0 (1) (17) (18)
Total net revenues $ 340 $ 76 $ 54 $ 83 $ 33 $ 586

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Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Three Months Ended September 30, 2019
Macao:
The Venetian Macao $ 689 $ 58 $ 17 $ 65 $ 22 $ 851
Sands Cotai Central 359 81 24 19 4 487
The Parisian Macao 312 33 18 13 5 381
The Plaza Macao and Four Seasons Hotel Macao 146 10 7 32 1 196
Sands Macao 159 4 6 0 2 171
Ferry Operations and Other 0 0 0 0 26 26
1,665 186 72 129 60 2,112
Marina Bay Sands 553 109 61 46 24 793
Las Vegas Operating Properties 103 144 66 0 93 406
Intercompany eliminations⁽¹⁾
0 0 0 0 (61) (61)
Total net revenues $ 2,321 $ 439 $ 199 $ 175 $ 116 $ 3,250
Nine Months Ended September 30, 2020
Macao:
The Venetian Macao $ 288 $ 25 $ 8 $ 75 $ 15 $ 411
Sands Cotai Central 129 29 12 25 7 202
The Parisian Macao 111 18 9 16 4 158
The Plaza Macao and Four Seasons Hotel Macao 101 6 4 39 1 151
Sands Macao 80 3 3 1 1 88
Ferry Operations and Other 0 0 0 0 22 22
709 81 36 156 50 1,032
Marina Bay Sands 643 100 65 73 35 916
Las Vegas Operating Properties 175 177 104 0 132 588
Intercompany eliminations⁽¹⁾
0 0 0 (1) (69) (70)
Total net revenues $ 1,527 $ 358 $ 205 $ 228 $ 148 $ 2,466
Turesky v. Sheldon G. Adelson, et al.

On December 28, 2020, Andrew Turesky filed a putative shareholder derivative action on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Patrick Dumont, Robert G. Goldstein, Irwin Chafetz, Micheline Chau, Charles D. Forman, Steven L. Gerard, George Jamieson, Charles A. Koppelman, Lewis Kramer and 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 Exchange Act and for contribution under Sections 10(b) and 21D of the Exchange Act. On February 24, 2021, the U.S. District Court entered an order granting the parties’ stipulation to stay this action in light of the Daniels Family 2001 Revocable Trust putative securities class action (the “Securities Action”). Subject to the terms of the parties’ stipulation, this action is stayed until 30 days after the final resolution of the motion to dismiss in the Securities Action. On March 11, 2021, the U.S. District Court granted the plaintiff’s motion to substitute Dr. Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a defendant in this action. This 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.

Note 10 — 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 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 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 Operating Properties reportable business segment were classified as a discontinued operation and the information below for the three and nine months ended June 30, 2021 and 2020, excludes these results.

The Company’s segment information for the three and nine months ended September 30, 2021 and 2020 is as follows:


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

	(In millions)
Three Months Ended September 30, 2021
Macao:
The Venetian Macao	$	176	$	18	$	6	$	49	$	4	$	253
The Londoner Macao	80		22		6		13		2		123
The Parisian Macao	75		12		4		10		1		102
The Plaza Macao and Four Seasons Macao	44		11		3		52		1		111
Sands Macao	16		2		2		—		—		20
Ferry Operations and Other	—		—		—		—		7		7
	391		65		21		124		15		616
Marina Bay Sands	142		35		21		41		10		249
Intercompany royalties(1)	—		—		—		—		16		16
Intercompany eliminations(2)	—		—		—		—		(24)		(24)
Total net revenues	$	533	$	100	$	42	$	165	$	17	$	857

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Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues
(In millions)
Nine Months Ended September 30, 2019
Macao:
The Venetian Macao $ 2,127 $ 168 $ 56 $ 183 $ 68 $ 2,602
Sands Cotai Central 1,162 242 74 51 18 1,547
The Parisian Macao 1,042 97 53 40 17 1,249
The Plaza Macao and Four Seasons Hotel Macao 481 30 23 94 3 631
Sands Macao 439 13 20 2 4 478
Ferry Operations and Other 0 0 0 0 86 86
5,251 550 226 370 196 6,593
Marina Bay Sands 1,565 304 172 131 76 2,248
United States:
Las Vegas Operating Properties 328 457 246 0 312 1,343
Sands Bethlehem⁽²⁾
199 7 11 1 9 227
527 464 257 1 321 1,570
Intercompany eliminations⁽¹⁾
0 0 0 (1) (180) (181)
Total net revenues $ 7,343 $ 1,318 $ 655 $ 501 $ 413 $ 10,230

~~____________________~~

~~(1)Intercompany eliminations include royalties and other intercompany services.~~

~~(2)The Company completed the sale of Sands Bethlehem on May 31, 2019.~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Intersegment Revenues
Macao:
The Venetian Macao $ 1 $ 1 $ 3 $ 3
Ferry Operations and Other 4 7 16 20
5 8 19 23
Marina Bay Sands 1 1 4 3
Las Vegas Operating Properties⁽¹⁾
12 52 47 155
Total intersegment revenues $ 18 $ 61 $ 70 $ 181

~~____________________~~

~~(1)Primarily consists of royalties from the Company’s international operations.~~


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

	(In millions)
Three Months Ended September 30, 2020
Macao:
The Venetian Macao	$	32	$	3	$	2	$	28	$	3	$	68
The Londoner Macao	5		2		3		9		3		22
The Parisian Macao	26		4		3		6		1		40
The Plaza Macao and Four Seasons Macao	10		1		—		13		1		25
Sands Macao	11		—		1		—		—		12
Ferry Operations and Other	—		—		—		—		4		4
	84		10		9		56		12		171
Marina Bay Sands	197		25		22		28		9		281
Intercompany royalties(1)	—		—		—		—		11		11
Intercompany eliminations(2)	—		—		—		(1)		(16)		(17)
Total net revenues	$	281	$	35	$	31	$	83	$	16	$	446


Nine Months Ended September 30, 2021
Macao:
The Venetian Macao	$	749	$	61	$	19	$	144	$	11	$	984
The Londoner Macao	304		69		22		43		11		449
The Parisian Macao	203		41		13		30		3		290
The Plaza Macao and Four Seasons Macao	233		34		12		125		2		406
Sands Macao	84		7		4		1		1		97
Ferry Operations and Other	—		—		—		—		22		22
	1,573		212		70		343		50		2,248
Marina Bay Sands	668		99		78		127		30		1,002
Intercompany royalties(1)	—		—		—		—		66		66
Intercompany eliminations(2)	—		—		—		(1)		(89)		(90)
Total net revenues	$	2,241	$	311	$	148	$	469	$	57	$	3,226

Nine Months Ended September 30, 2020
Macao:
The Venetian Macao	$	288	$	25	$	8	$	75	$	15	$	411
The Londoner Macao	129		29		12		25		7		202
The Parisian Macao	111		18		9		16		4		158
The Plaza Macao and Four Seasons Macao	101		6		4		39		1		151
Sands Macao	80		3		3		1		1		88
Ferry Operations and Other	—		—		—		—		22		22
	709		81		36		156		50		1,032
Marina Bay Sands	643		100		65		73		35		916
Intercompany royalties(1)	—		—		—		—		46		46
Intercompany eliminations(2)	—		—		—		(1)		(68)		(69)
Total net revenues	$	1,352	$	181	$	101	$	228	$	63	$	1,925

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Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao $ (78) $ 342 $ (126) $ 1,039
Sands Cotai Central (71) 169 (150) 546
The Parisian Macao (40) 120 (124) 422
The Plaza Macao and Four Seasons Hotel Macao (15) 75 (5) 243
Sands Macao (26) 52 (58) 135
Ferry Operations and Other (3) (3) (15) (7)
(233) 755 (478) 2,378
Marina Bay Sands 70 435 239 1,204
United States:
Las Vegas Operating Properties (40) 93 (74) 367
Sands Bethlehem⁽¹⁾
0 0 0 52
(40) 93 (74) 419
Consolidated adjusted property EBITDA⁽²⁾
(203) 1,283 (313) 4,001
Other Operating Costs and Expenses
Stock-based compensation⁽³⁾
(2) (3) (11) (10)
Corporate (33) (59) (145) (262)
Pre-opening (5) (9) (14) (23)
Development (3) (4) (18) (13)
Depreciation and amortization (292) (284) (867) (874)
Amortization of leasehold interests in land (14) (14) (41) (37)
Loss on disposal or impairment of assets (58) (11) (68) (18)
Operating income (loss) (610) 899 (1,477) 2,764
Other Non-Operating Costs and Expenses
Interest income 3 20 20 57
Interest expense, net of amounts capitalized (137) (137) (386) (421)
Other income (expense) (4) (7) 30 (8)
Gain on sale of Sands Bethlehem 0 0 0 556
Loss on modification or early retirement of debt 0 (24) 0 (24)
Income tax (expense) benefit 17 (82) 46 (403)
Net income (loss) $ (731) $ 669 $ (1,767) $ 2,521

____________________

(1)~~The Company completed~~Royalties earned from foreign operations, which were previously included in the ~~sale~~Las Vegas Operating Properties and will continue post-closing of ~~Sands Bethlehem on May 31, 2019.~~the sale.

(2)Intercompany eliminations include royalties and other intercompany services.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

	(In millions)
Intersegment Revenues
Macao:
The Venetian Macao	$	—	$	1	$	2	$	3
The Londoner Macao	1		—		1		—
Ferry Operations and Other	5		4		17		16
	6		5		20		19
Marina Bay Sands	2		1		4		4
Intercompany royalties	16		11		66		46
Total intersegment revenues	$	24	$	17	$	90	$	69

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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,
	2021		2020		2021		2020

	(In millions)
Adjusted Property EBITDA
Macao:
The Venetian Macao	$	40	$	(78)	$	230	$	(126)
The Londoner Macao	(33)		(71)		(61)		(150)
The Parisian Macao	5		(40)		(3)		(124)
The Plaza Macao and Four Seasons Macao	42		(15)		156		(5)
Sands Macao	(21)		(26)		(52)		(58)
Ferry Operations and Other	(1)		(3)		(6)		(15)
	32		(233)		264		(478)
Marina Bay Sands	15		70		271		239
Consolidated adjusted property EBITDA(1)	47		(163)		535		(239)
Other Operating Costs and Expenses
Stock-based compensation(2)	—		(2)		(8)		(10)
Corporate	(64)		(33)		(169)		(145)
Pre-opening	(6)		(5)		(15)		(14)
Development	(13)		(3)		(59)		(18)
Depreciation and amortization	(262)		(248)		(775)		(745)
Amortization of leasehold interests in land	(14)		(14)		(42)		(41)
Loss on disposal or impairment of assets	(4)		(55)		(18)		(62)
Operating loss	(316)		(523)		(551)		(1,274)
Other Non-Operating Costs and Expenses
Interest income	1		3		3		20
Interest expense, net of amounts capitalized	(157)		(134)		(469)		(376)
Other income (expense)	(12)		(5)		(19)		29
Loss on modification or early retirement of debt	(137)		—		(137)		—
Income tax (expense) benefit	27		(5)		19		4
Net loss from continuing operations	$	(594)	$	(664)	$	(1,154)	$	(1,597)

____________________

(1)Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net ~~income/loss~~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 on sale of Sands Bethlehem,~~ 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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

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.~~

~~(3)~~During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $6 million and $8 million, respectively, of which $4 million and $5 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $20 million and $26 million, respectively, of which $9 million and $16 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Nine Months Ended
September 30,
2020 2019
(In millions)
Capital Expenditures
Corporate and Other $ 4 $ 57
Macao:
The Venetian Macao 103 75
Sands Cotai Central 591 178
The Parisian Macao 9 21
The Plaza Macao and Four Seasons Hotel Macao 147 125
Sands Macao 6 10
Ferry Operations and Other 1 1
857 410
Marina Bay Sands 137 134
United States:
Las Vegas Operating Properties 80 153
Sands Bethlehem⁽¹⁾
0 2
80 155
Total capital expenditures $ 1,078 $ 756

~~____________________~~

~~(1)The Company completed the sale of Sands Bethlehem on May 31, 2019.~~

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

September 30,
2020 December 31,
2019
(In millions)
Total Assets
Corporate and Other $ 876 $ 1,390
Macao:
The Venetian Macao 2,726 3,243
Sands Cotai Central 4,127 4,504
The Parisian Macao 2,188 2,351
The Plaza Macao and Four Seasons Hotel Macao 1,221 1,239
Sands Macao 262 324
Ferry Operations and Other 141 156
10,665 11,817
Marina Bay Sands 5,486 5,880
Las Vegas Operating Properties 3,955 4,112
Total assets $ 20,982 $ 23,199
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 September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $3 million and $6 million, respectively, of which $3 million and $4 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2021 and 2020, the company recorded stock-based compensation expense of $17 million and $19 million, respectively, of which $9 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.


	Nine Months Ended September 30,
	2021		2020

	(In millions)
Capital Expenditures
Corporate and Other	$	25	$	4
Macao:
The Venetian Macao	50		103
The Londoner Macao	440		591
The Parisian Macao	3		9
The Plaza Macao and Four Seasons Macao	15		147
Sands Macao	4		6
Ferry Operations and Other	1		1
	513		857
Marina Bay Sands	102		137
Total capital expenditures	$	640	$	998

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus (“COVID-19”) was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare the outbreak of a pandemic on March 12, 2020 (the “COVID-19 Pandemic”). ~~As a result, people across~~Governments around the globe were advised to avoid non-essential travel. Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operationsworld mandated actions to contain the spread of the ~~virus.~~virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses and significant restrictions on travel. The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Visitation to the Macao ~~has decreased substantially, driven by various government policies limiting travel. The China Individual Visit Scheme to Macao~~Special Administrative Region (“~~China IVS”~~Macao”) and group tour schemes were suspended, and a complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, had been enacted by the government for Macao residents, residents of the People’s Republic of China Hong Kong residents, foreigner workers residing in Macao and international travelers. The China IVS and group tour scheme recommenced for certain regions beginning on August 12, 2020 and were extended to all(“China”) has decreased substantially as a result of various government policies limiting or discouraging travel. As of the date of this report, other than people from mainland China ~~effective September 23, 2020. All China residents with~~who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code, ~~are exempt from quarantine.~~there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history. Our operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and ~~Taiwan residents who have not visited a foreign country~~other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

~~The Macao government suspended all gaming operations beginning~~front-line health workers on February ~~5, 2020. Our Macao casino operations resumed~~9, 2021, and to the general population on ~~February 20, 2020, except for operations at Sands Cotai Central, which resumed on February 27, 2020. Additional health safeguards, such as~~March 3, 2021.

On March 3, 2021, the ~~requirement to present a~~ negative COVID-19 test ~~certificate prior~~requirement to ~~entering~~enter casinos was removed. Various other health safeguards implemented by the ~~casino, have been implemented, as well as the ongoing~~Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature ~~checks and mandatory mask protection. Our management team~~checks. Management is currently unable to determine when ~~these~~the remaining measures will be ~~modified~~eased or cease to be necessary.

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

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

Our Macao gaming operations remained open during the nine months ended September 30, 2021, compared to the same period in 2020 when our Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020. Some of our Macao hotel facilities were also closed during the casino suspension in response to the ~~drop~~decrease in visitation and were gradually reopened from February 20, 2020, with the exception of the Conrad Macao, ~~Cotai Strip~~ at ~~Sands Cotai Central~~The Londoner Macao (the “Conrad hotel”), which reopened on June 13, ~~2020, these hotels were gradually reopened from February 20, 2020, and remain open and operational. Additionally,~~ ~~from March 28 through April 30, 2020 and from June 7 through August 14, 2020, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,000 hotel rooms)~~2020.

Operating hours at ~~the Sheraton Grand Macao Hotel, Cotai Strip at Sands Cotai Central to the Macao government to house individuals who return to Macao for quarantine purposes.~~

~~Restaurants~~restaurants across our Macao properties are ~~progressively reopening as~~continuously being adjusted in line with fluctuations in guest ~~visitation increases.~~visitation. The majority of retail outlets in ~~the various~~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.

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020. In response, we have suspended our MacaoOur ferry operations between Macao and Hong ~~Kong.~~Kong remain suspended. The timing and manner in which our normal ferry operations will be able to resume are currently unknown.

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Our Macao operations ~~in Macao~~ have been significantly impacted by the ~~lack of~~reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased ~~69.2% and 99.3% for~~to 1.6 million visits during the ~~quarters~~quarter ended March 31, 2021, from 2.3 million visits during the quarter ended March 31, 2020, and increased to a total of 2.0 million visits during the quarter ended June 30, ~~2020, respectively, and decreased by 97.4% and 92.4%~~2021, from approximately 46,000 visits during the quarter ended June 30, 2020. Total visitation increased to a total of approximately 1.1 million visits in July and August ~~2020,~~2021 as

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compared to 267,000 visits during the same ~~periods~~two-month period in ~~2019.~~2020. The Macao government also announced gross gaming revenue ~~decreased~~increased by ~~82.5% in~~75.6% during the nine months ended September ~~2020,~~30, 2021, as compared to the same period in ~~2019.~~2020.

~~Beginning on April 7, 2020,~~As of the date of this report, entry into Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic. Our Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and the retail mall operations. The casino operations reopened on July 1, 2020; however, entry was initiallyis largely limited to ~~annual levy holders~~Singapore citizens and permanent residents, with certain ~~Sands Rewards Club (“SRC”) members. As~~visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures. Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of ~~July 9, 2020,~~ the ~~casino opened to all SRC members.~~government’s contact tracing efforts. All operations are currently subject to limited ~~capacities.~~capacities and other social distancing measures. Effective October 13, 2021, only fully vaccinated individuals or those with a valid negative pre-event test result are allowed to enter the casino and other attractions.

Our operations at Marina Bay Sands ~~entered into an agreement~~will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions. During the nine months ended September 30, 2021, gaming operations at Marina Bay Sands were closed on May 17 until May 18, 2021 and on July 22 until August 4, 2021 due to pandemic-related measures in consultation with the Singapore government ~~to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine. The government’s use~~authorities.

~~In the months leading up to the closure,~~border closures, visitation to Marina Bay Sands ~~declined.~~continues to be impacted by the effects of the COVID-19 Pandemic. The Singapore Tourism Board (“STB”) announced ~~for the quarters ended March 31 and June 30, 2020,~~ total visitation to Singapore decreased to approximately ~~43.2% and 100%, respectively,~~70,000 visits during the quarter ended March 31, 2021, as compared to 2.7 million visits during the same ~~periods~~period in ~~2019.~~2020, and increased to approximately 50,000 visits during the quarter ended June 30, 2021, as compared to 4,000 visits during the same period in 2020. Total visitation ~~decreased by~~increased to a total of approximately ~~99.6% and 99.5%~~34,000 visits in July and August ~~2020, respectively,~~2021 as compared to 16,000 visits during the same ~~periods~~two-month period in ~~2019.~~2020.

~~On March 17, 2020,~~Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the ~~Nevada government suspended all casino~~impact of the COVID-19 Pandemic, were lifted and ~~non-essential operations, including all operations at the~~our Las Vegas Operating Properties ~~beginning~~are operating under pre-pandemic guidelines.

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

During the nine months ended September 30, 2021, our Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year. This compares to the same period in 2020 when our Las Vegas Operating Properties operations were suspended on March 18, 2020, due to ~~the COVID-19 Pandemic. On May 28, 2020, the Nevada~~a government ~~announced casinos could reopen~~mandate, and on June 4, 2020, ~~under strict guidelines issued by the Gaming Control Board and the State of Nevada. We reopened the casino, suites within~~ The Venetian Tower, ~~and~~ The Palazzo Tower and select food and beverage outlets ~~on June 4, 2020,~~reopened, with certain operations subject to reduced capacity. ~~Beginning October 1, 2020, the limit~~Convention, meeting and certain entertainment related operations remained closed for ~~both public and private events was increased from 50 people to the lesser of 250 people or 50%~~a portion of the ~~room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols can be followed.~~ ~~Meetings, incentives, conventions and exhibitions (“MICE”) for more than 250 people, but no more than 1,000 people, may be held subject to certain requirements.~~ ~~Larger venues, defined as having more than a 2,500 fixed-seating capacity, may host a gathering of 10% of their total capacity provided they meet additional requirements.~~nine months ended September 30, 2020.

Visitation to our Las Vegas Operating Properties ~~declined in~~continues to be impacted by the ~~months leading up to~~effects of the ~~closure.~~COVID-19 Pandemic; however, visitation has increased as restrictions have been lifted. The Las Vegas Convention and Visitors Authority announced for the quarters ended March 31, 2021 and June 30, ~~2020,~~2021, visitation to Las Vegas decreased ~~18.3%~~to 5.1 million visits and ~~87.8%,~~increased to 8.4 million visits, respectively, as compared to 8.4 million visits and 1.3 million visits during the same periods in ~~2019.~~2020, respectively. Total visitation ~~decreased by 61% and 57%~~increased to a total of 6.3 million visits in July and August ~~2020, respectively,~~2021, as compared to 3.0 million during the same ~~periods~~two-month period in ~~2019.~~2020. The Las Vegas Convention and Visitors Authority also announced for the quarters ended March 31, 2021 and June 30, ~~2020,~~2021, gross

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gaming revenue for the Las Vegas Strip decreased ~~12.4%~~to $1.17 billion and ~~84.8%,~~increased to $1.75 billion, respectively, as compared to $1.47 billion and $245 million during the same periods in ~~2019.~~2020, respectively. Total gross gaming revenue ~~decreased by 39.2%~~increased to $1.42 billion in July and August ~~2020,~~2021, as compared to $647 million during the same ~~periods~~two-month period in ~~2019.~~2020.

~~In connection with reopening the Singapore~~At our Macao properties and ~~Las Vegas properties,~~Marina Bay Sands, we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will continue to have on operations in future periods. For example, there have been a number of group cancellations or groups rescheduling their events through the second quarter of 2021 and there may be additional restrictions placed on our other services, such as nightclubs and entertainment venues.

If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to the China ~~IVS~~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.

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

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of ~~$2.38~~$1.64 billion and access to $1.50 billion, ~~$2.02~~$2.0 billion and ~~$433~~$436 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 ~~$2.69~~$2.71 billion at exchange rates in effect on September 30, ~~2020)~~2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the ~~MBS Expansion Project,~~Marina Bay Sands expansion project (subject to restrictions as described further below under Development Projects), as of September 30, 2020. We also have the option to increase the total borrowing capacity under our 2018 SCL Revolving Facility by an aggregate total amount of up to $1.0 billion, for an aggregate total available borrowing capacity of up to $3.0 billion.2021. We believe we are able to support continuing operations, complete the major construction projects that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow of non-essential items.

Operations

We view each of our Integrated Resort properties as an operating segment. Our operating segments in ~~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; The Plaza Macao and Four Seasons ~~Hotel~~ Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. ~~Our operating segment in the U.S. is 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 and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P, a subsidiary of VICI Properties Inc. The closing of the transaction is subject to regulatory review and other closing conditions and we anticipate the closing of the transaction in the first quarter of 2022.

Macao Subconcession

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

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

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

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

Critical Accounting Policies and Estimates

For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our ~~2019~~2020 Annual Report on Form 10-K filed on February ~~7, 2020.~~5, 2021.

There were no newly identified significant accounting estimates during the nine months ended September 30, ~~2020,~~2021, nor were there any material changes to the critical accounting policies and estimates discussed in our ~~2019~~2020 Annual Report.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 31 — ~~Accounts Receivable, Net~~Organization and ~~Customer Contract Related Liabilities.~~Business of Company — Recent Accounting Pronouncements.”

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 charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract ~~customers~~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.

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

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

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We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of ~~25.9%~~26.7%, ~~22.7%~~21.6%, ~~23.4%~~22.3%, ~~25.5%~~22.1%, ~~18.8%~~16.9% and ~~20.5%~~16.6% 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 of ~~4.7%~~3.9%, ~~4.1%~~3.9%, ~~3.8%~~3.3%, ~~5.8%~~5.7%, ~~3.2%~~3.3% and ~~4.6%~~4.3% 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, ~~28.2%~~15.2% and ~~15.2%~~8.1%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, ~~2020.~~2021.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our table games are expected to produce a win percentage of 18% to 26% for Baccarat and 16% to 24% for non-Baccarat. Our slot machines have produced a trailing 12-month hold percentage of ~~8.0%~~8.4%. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar to Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately ~~70.8%~~53.9% of our table games play at our Las Vegas Operating Properties, for the nine months ended September 30, ~~2020,~~2021, was conducted on a credit basis.

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

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

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

Three Months Ended September 30, ~~2020~~2021 Compared to the Three Months Ended September 30, ~~2019~~2020

Summary Financial Results

Our financial results ~~were adversely impacted by decreased~~have improved as a result of increased visitation ~~at our properties due to the~~as COVID-19 Pandemic ~~as well as properties temporarily operating at a reduced capacity due to~~travel restrictions have been lifted in some jurisdictions, and social distancing ~~measures.~~measures and operating capacity limitations have eased. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended September 30, ~~2020, decreased 82.0% to $586~~2021, were $857 million, compared to ~~$3.25 billion for the three months ended September 30, 2019. Operating loss was $610 million compared to operating income of $899~~$446 million for the three months ended September 30, ~~2019. Net~~2020.

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Operating loss was ~~$731~~$316 million for the three months ended September 30, ~~2020,~~2021, compared to ~~net income of $669~~$523 million for the three months ended September 30, ~~2019.~~2020. Net loss from continuing operations was $594 million for the three months ended September 30, 2021, compared to $664 million for the three months ended September 30, 2020.

Operating Revenues

Our net revenues consisted of the following:


		Three Months Ended September 30,											Three Months Ended September 30,
		2020		2019		Percent Change			2021		2020		Percent Change

		(Dollars in millions)											(Dollars in millions)
Casino	Casino	$	340	$	2,321	(85.4)	%	Casino	$	533	$	281	89.7	%
Rooms	Rooms	76		439		(82.7)	%	Rooms	100		35		185.7	%
Food and beverage	Food and beverage	54		199		(72.9)	%	Food and beverage	42		31		35.5	%
Mall	Mall	83		175		(52.6)	%	Mall	165		83		98.8	%
Convention, retail and other	Convention, retail and other	33		116		(71.6)	%	Convention, retail and other	17		16		6.3	%
Total net revenues	Total net revenues	$	586	$	3,250	(82.0)	%	Total net revenues	$	857	$	446	92.2	%

Consolidated net revenues were ~~$586~~$857 million for the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$2.66 billion~~$411 million compared to ~~$3.25 billion~~$446 million for the three months ended September 30, ~~2019.~~2020. The ~~decrease was across our jurisdictions and properties with decreases of $1.94 billion, $512~~increase is due to a $444 million ~~and $214 million~~increase at our Macao operations, partially offset by a $33 million decrease at Marina Bay ~~Sands and~~Sands. The increase at our ~~Las Vegas Operating Properties, respectively. These decreases were driven by the COVID-19 Pandemic described above and the related reduction in visitation~~Macao operations was due to ~~travel restrictions and our properties operating at a reduced capacity due to social distancing measures.~~

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~~Net casino revenues decreased $1.98 billion~~increased visitation compared to the three months ended September 30, ~~2019.~~2020; however, tighter border restrictions were introduced in late July and September 2021 as a result of increased positive COVID-19 cases in the region. The $33 million decrease at Marina Bay Sands was primarily due to lower visitation and the closure of the property from July 22 to August 4, 2021.

Net casino revenues increased $252 million compared to the three months ended September 30, 2020. The change was driven by a ~~$1.58 billion decrease~~$307 million increase at our Macao operations due to ~~decreases~~higher visitation across our properties resulting in increased Non-Rolling Chip drop, ~~and~~ Rolling Chip ~~volume.~~volume and slot handle. Casino revenues at Marina Bay Sands decreased ~~$356~~$55 million due to ~~decreases~~a decrease in Rolling Chip volume and ~~Non-Rolling Chip drop. Our Las Vegas Operating Properties decreased $44 million due to decreases in table games win percentage and drop and~~ slot ~~handle. These decreases were~~handle, driven by ~~lower visitation across our properties due~~ the ~~impact~~temporary closure of gaming operations at the ~~COVID-19 Pandemic described above.~~property from July 22 to August 4, 2021. The following table summarizes the results of our casino activity:


		Three Months Ended September 30,															Three Months Ended September 30,
		2020			2019			Change			2021			2020			Change

		(Dollars in millions)															(Dollars in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total net casino revenues	Total net casino revenues	$	32		$	689		(95.4)	%	Total net casino revenues	$	176		$	32		450.0	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	118		$	2,340		(95.0)	%	Non-Rolling Chip drop	$	632		$	118		435.6	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	22.5		%	26.1		%	(3.6)	pts	Non-Rolling Chip win percentage	27.9		%	22.5		%	5.4	pts
Rolling Chip volume	Rolling Chip volume	$	188		$	5,894		(96.8)	%	Rolling Chip volume	$	781		$	188		315.4	%
Rolling Chip win percentage	Rolling Chip win percentage	3.93		%	2.70		%	1.23	pts	Rolling Chip win percentage	2.22		%	3.93		%	(1.71)	pts
Slot handle	Slot handle	$	101		$	996		(89.9)	%	Slot handle	$	362		$	101		258.4	%
Slot hold percentage	Slot hold percentage	4.6		%	4.8		%	(0.2)	pts	Slot hold percentage	3.8		%	4.6		%	(0.8)	pts
Sands Cotai Central
The Londoner Macao										The Londoner Macao
Total net casino revenues	Total net casino revenues	$	5		$	359		(98.6)	%	Total net casino revenues	$	80		$	5		1,500.0	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	29		$	1,609		(98.2)	%	Non-Rolling Chip drop	$	388		$	29		1,237.9	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	19.5		%	22.3		%	(2.8)	pts	Non-Rolling Chip win percentage	20.5		%	19.5		%	1.0	pts
Rolling Chip volume	Rolling Chip volume	$	—		$	1,107		(100.0)	%	Rolling Chip volume	$	1,266		$	—		100.0	%
Rolling Chip win percentage	Rolling Chip win percentage	—		%	2.36		%	(2.36)	pts	Rolling Chip win percentage	2.04		%	—		%	2.04	pts
Slot handle	Slot handle	$	36		$	1,015		(96.5)	%	Slot handle	$	225		$	36		525.0	%
Slot hold percentage	Slot hold percentage	2.9		%	4.4		%	(1.5)	pts	Slot hold percentage	3.8		%	2.9		%	0.9	pts
The Parisian Macao
Total net casino revenues		$	26		$	312		(91.7)	%
Non-Rolling Chip drop		$	44		$	1,122		(96.1)	%
Non-Rolling Chip win percentage		19.3		%	23.0		%	(3.7)	pts
Rolling Chip volume		$	335		$	3,877		(91.4)	%
Rolling Chip win percentage		6.13		%	2.60		%	3.53	pts
Slot handle		$	44		$	1,010		(95.6)	%
Slot hold percentage		5.9		%	4.0		%	1.9	pts
The Plaza Macao and Four Seasons Hotel Macao
Total net casino revenues		$	10		$	146		(93.2)	%
Non-Rolling Chip drop		$	41		$	353		(88.4)	%
Non-Rolling Chip win percentage		14.6		%	23.4		%	(8.8)	pts
Rolling Chip volume		$	397		$	2,612		(84.8)	%
Rolling Chip win percentage		2.84		%	4.21		%	(1.37)	pts
Slot handle		$	—		$	113		(100.0)	%
Slot hold percentage		—		%	5.6		%	(5.6)	pts
Sands Macao
Total net casino revenues		$	11		$	159		(93.1)	%
Non-Rolling Chip drop		$	46		$	660		(93.0)	%
Non-Rolling Chip win percentage		17.9		%	19.3		%	(1.4)	pts
Rolling Chip volume		$	129		$	1,094		(88.2)	%
Rolling Chip win percentage		2.67		%	3.89		%	(1.22)	pts
Slot handle		$	67		$	658		(89.8)	%
Slot hold percentage		3.1		%	3.2		%	(0.1)	pts

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		Three Months Ended September 30,															Three Months Ended September 30,
		2020			2019			Change			2021			2020			Change

		(Dollars in millions)															(Dollars in millions)
The Parisian Macao										The Parisian Macao
Total net casino revenues										Total net casino revenues	$	75		$	26		188.5	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	246		$	44		459.1	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	22.8		%	19.3		%	3.5	pts
Rolling Chip volume										Rolling Chip volume	$	175		$	335		(47.8)	%
Rolling Chip win percentage										Rolling Chip win percentage	16.12		%	6.13		%	9.99	pts
Slot handle										Slot handle	$	153		$	44		247.7	%
Slot hold percentage										Slot hold percentage	3.1		%	5.9		%	(2.8)	pts
The Plaza Macao and Four Seasons Macao										The Plaza Macao and Four Seasons Macao
Total net casino revenues										Total net casino revenues	$	44		$	10		340.0	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	269		$	41		556.1	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	20.0		%	14.6		%	5.4	pts
Rolling Chip volume										Rolling Chip volume	$	308		$	397		(22.4)	%
Rolling Chip win percentage										Rolling Chip win percentage	2.40		%	2.84		%	(0.44)	pts
Slot handle										Slot handle	$	7		$	—		100.0	%
Slot hold percentage										Slot hold percentage	9.7		%	—		%	9.7	pts
Sands Macao										Sands Macao
Total net casino revenues										Total net casino revenues	$	16		$	11		45.5	%
Non-Rolling Chip drop										Non-Rolling Chip drop	$	89		$	46		93.5	%
Non-Rolling Chip win percentage										Non-Rolling Chip win percentage	17.4		%	17.9		%	(0.5)	pts
Rolling Chip volume										Rolling Chip volume	$	137		$	129		6.2	%
Rolling Chip win percentage										Rolling Chip win percentage	0.11		%	2.67		%	(2.56)	pts
Slot handle										Slot handle	$	147		$	67		119.4	%
Slot hold percentage										Slot hold percentage	3.4		%	3.1		%	0.3	pts
Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands	Marina Bay Sands									Marina Bay Sands
Total net casino revenues	Total net casino revenues	$	197		$	553		(64.4)	%	Total net casino revenues	$	142		$	197		(27.9)	%
Non-Rolling Chip drop	Non-Rolling Chip drop	$	421		$	1,420		(70.4)	%	Non-Rolling Chip drop	$	638		$	421		51.5	%
Non-Rolling Chip win percentage	Non-Rolling Chip win percentage	17.8		%	18.0		%	(0.2)	pts	Non-Rolling Chip win percentage	11.7		%	17.8		%	(6.1)	pts
Rolling Chip volume	Rolling Chip volume	$	1,477		$	7,265		(79.7)	%	Rolling Chip volume	$	459		$	1,477		(68.9)	%
Rolling Chip win percentage	Rolling Chip win percentage	4.23		%	3.98		%	0.25	pts	Rolling Chip win percentage	4.05		%	4.23		%	(0.18)	pts
Slot handle	Slot handle	$	2,636		$	3,490		(24.5)	%	Slot handle	$	2,299		$	2,636		(12.8)	%
Slot hold percentage	Slot hold percentage	4.5		%	4.4		%	0.1	pts	Slot hold percentage	4.2		%	4.5		%	(0.3)	pts
U.S. Operations:	U.S. Operations:									U.S. Operations:
Las Vegas Operating Properties
Las Vegas Operating Properties(1)										Las Vegas Operating Properties(1)
Total net casino revenues	Total net casino revenues	$	59		$	103		(42.7)	%	Total net casino revenues	$	141		$	59		139.0	%
Table games drop	Table games drop	$	425		$	473		(10.1)	%	Table games drop	$	440		$	425		3.5	%
Table games win percentage	Table games win percentage	8.0		%	16.9		%	(8.9)	pts	Table games win percentage	20.7		%	8.0		%	12.7	pts
Slot handle	Slot handle	$	588		$	739		(20.4)	%	Slot handle	$	1,057		$	588		79.8	%
Slot hold percentage	Slot hold percentage	8.4		%	8.2		%	0.2	pts	Slot hold percentage	8.7		%	8.4		%	0.3	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 associated with games of chance in which large amounts are wagered.

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Room revenues ~~decreased $363~~increased $65 million compared to the three months ended September 30, ~~2019.~~2020. The ~~decrease~~increase was primarily ~~a result of reduced~~due to increased occupancy rates and increased RevPAR driven by higher visitation across our properties ~~as demonstrated by~~compared to the reduced occupancy rates in the table below. The Venezia Tower of our Las Vegas Operating Properties remained closed for the quarter and Marina Bay Sands reopened the first tower on July 17, 2020 and the second and third towers on August 1,three months ended September 30, 2020. Additionally, certain rooms within Sands Cotai Central were utilized for quarantine purposes and certain rooms across our Macao properties for lodging provided to team members due to travel restrictions, driven by the COVID-19 Pandemic described above. The following table summarizes the results of our room activity:


		Three Months Ended September 30,															Three Months Ended September 30,
		2020			2019			Change			2021			2020			Change

		(Room revenues in millions)															(Room revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
The Venetian Macao	The Venetian Macao									The Venetian Macao
Total room revenues	Total room revenues	$	3		$	58		(94.8)	%	Total room revenues	$	18		$	3		500.0	%
Occupancy rate	Occupancy rate	7.6		%	95.7		%	(88.1)	pts	Occupancy rate	48.4		%	7.6		%	40.8	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	198		$	233		(15.0)	%	Average daily room rate (ADR)	$	149		$	198		(24.7)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	15		$	223		(93.3)	%	Revenue per available room (RevPAR)	$	72		$	15		380.0	%
Sands Cotai Central
The Londoner Macao										The Londoner Macao
Total room revenues	Total room revenues	$	2		$	81		(97.5)	%	Total room revenues	$	22		$	2		1,000.0	%
Occupancy rate	Occupancy rate	4.0		%	96.9		%	(92.9)	pts	Occupancy rate	38.8		%	4.0		%	34.8	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	129		$	163		(20.9)	%	Average daily room rate (ADR)	$	155		$	129		20.2	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	5		$	158		(96.8)	%	Revenue per available room (RevPAR)	$	60		$	5		1,100.0	%
The Parisian Macao	The Parisian Macao									The Parisian Macao
Total room revenues	Total room revenues	$	4		$	33		(87.9)	%	Total room revenues	$	12		$	4		200.0	%
Occupancy rate	Occupancy rate	12.7		%	96.9		%	(84.2)	pts	Occupancy rate	52.5		%	12.7		%	39.8	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	131		$	163		(19.6)	%	Average daily room rate (ADR)	$	116		$	131		(11.5)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	17		$	158		(89.2)	%	Revenue per available room (RevPAR)	$	61		$	17		258.8	%
The Plaza Macao and Four Seasons Hotel Macao
The Plaza Macao and Four Seasons Macao										The Plaza Macao and Four Seasons Macao
Total room revenues	Total room revenues	$	1		$	10		(90.0)	%	Total room revenues	$	11		$	1		1,000.0	%
Occupancy rate	Occupancy rate	8.7		%	92.6		%	(83.9)	pts	Occupancy rate	41.3		%	8.7		%	32.6	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	260		$	327		(20.5)	%	Average daily room rate (ADR)	$	439		$	260		68.8	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	23		$	303		(92.4)	%	Revenue per available room (RevPAR)	$	181		$	23		687.0	%
Sands Macao	Sands Macao									Sands Macao
Total room revenues	Total room revenues	$	—		$	4		(100.0)	%	Total room revenues	$	2		$	—		N.M.
Occupancy rate	Occupancy rate	14.5		%	99.8		%	(85.3)	pts	Occupancy rate	63.2		%	14.5		%	48.7	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	159		$	174		(8.6)	%	Average daily room rate (ADR)	$	134		$	159		(15.7)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	23		$	173		(86.7)	%	Revenue per available room (RevPAR)	$	85		$	23		269.6	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
Marina Bay Sands	Marina Bay Sands									Marina Bay Sands
Total room revenues	Total room revenues	$	25		$	109		(77.1)	%	Total room revenues	$	35		$	25		40.0	%
Occupancy rate	Occupancy rate	55.5		%	97.7		%	(42.2)	pts	Occupancy rate	71.7		%	55.5		%	16.2	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	257		$	475		(45.9)	%	Average daily room rate (ADR)	$	235		$	257		(8.6)	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	143		$	465		(69.2)	%	Revenue per available room (RevPAR)	$	169		$	143		18.2	%
U.S. Operations:	U.S. Operations:									U.S. Operations:
Las Vegas Operating Properties(1)	Las Vegas Operating Properties(1)									Las Vegas Operating Properties(1)
Total room revenues	Total room revenues	$	41		$	144		(71.5)	%	Total room revenues	$	142		$	41		246.3	%
Occupancy rate	Occupancy rate	43.7		%	94.6		%	(50.9)	pts	Occupancy rate	96.9		%	43.7		%	53.2	pts
Average daily room rate (ADR)	Average daily room rate (ADR)	$	174		$	237		(26.6)	%	Average daily room rate (ADR)	$	228		$	174		31.0	%
Revenue per available room (RevPAR)	Revenue per available room (RevPAR)	$	76		$	224		(66.1)	%	Revenue per available room (RevPAR)	$	221		$	76		190.8	%

__________________________

N.M. Not Meaningful

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

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Food and beverage revenues ~~decreased $145~~increased $11 million compared to the three months ended September 30, ~~2019.~~2020. The ~~decrease~~increase was ~~primarily~~ due to ~~decreases of $63 million, $43 million and $39 million at our Macao properties, our Las Vegas Operating Properties, and Marina Bay Sands, respectively,~~increased visitation during the quarter as ~~a result of~~compared to the ~~COVID-19 Pandemic described above.~~three months ended September 30, 2020.

Mall revenues ~~decreased $92~~increased$82 million compared to the three months ended September 30, ~~2019.~~2020. The ~~decrease~~increase was primarily due to~~$78~~ a $62 million decrease in rent concessions granted to our mall tenants in Macao and Singapore compared to the three months ended September 30, 2020, as well as a ~~$12~~$27 million increase in turnover rent. These items were partially offset by a decrease in ~~turnover rents resulting from lower traffic in~~occupancy percentages across our ~~malls resulting from the COVID-19 Pandemic.~~Macao mall operations.

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


		Three Months Ended September 30,															Three Months Ended September 30,
		2020			2019			Change			2021			2020			Change

		(Mall revenues in millions)															(Mall revenues in millions)
Macao Operations:	Macao Operations:									Macao Operations:
Shoppes at Venetian	Shoppes at Venetian									Shoppes at Venetian
Total mall revenues	Total mall revenues	$	27		$	65		(58.5)	%	Total mall revenues	$	49		$	27		81.5	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	812,934			812,953			—	%	Mall gross leasable area (in square feet)	814,731			812,934			0.2	%
Occupancy	Occupancy	84.9		%	91.4		%	(6.5)	pts	Occupancy	78.7		%	84.9		%	(6.2)	pts
Base rent per square foot	Base rent per square foot	$	302		$	275		9.8	%	Base rent per square foot	$	296		$	302		(2.0)	%
Tenant sales per square foot⁽¹⁾	Tenant sales per square foot⁽¹⁾	$	935		$	1,708		(45.3)	%	Tenant sales per square foot(1)	$	1,368		$	935		46.3	%
Shoppes at Cotai Central⁽²⁾
Shoppes at Londoner(2)										Shoppes at Londoner(2)
Total mall revenues	Total mall revenues	$	9		$	19		(52.6)	%	Total mall revenues	$	13		$	9		44.4	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	525,497			524,365			0.2	%	Mall gross leasable area (in square feet)	520,302			525,497			(1.0)	%
Occupancy	Occupancy	85.6		%	91.3		%	(5.7)	pts	Occupancy	60.4		%	85.6		%	(25.2)	pts
Base rent per square foot	Base rent per square foot	$	100		$	105		(4.8)	%	Base rent per square foot	$	138		$	100		38.0	%
Tenant sales per square foot⁽¹⁾	Tenant sales per square foot⁽¹⁾	$	476		$	966		(50.7)	%	Tenant sales per square foot(1)	$	1,240		$	476		160.5	%
Shoppes at Parisian	Shoppes at Parisian									Shoppes at Parisian
Total mall revenues	Total mall revenues	$	6		$	13		(53.8)	%	Total mall revenues	$	10		$	6		66.7	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	295,963			295,915			—	%	Mall gross leasable area (in square feet)	296,322			295,963			0.1	%
Occupancy	Occupancy	82.5		%	89.6		%	(7.1)	pts	Occupancy	76.7		%	82.5		%	(5.8)	pts
Base rent per square foot	Base rent per square foot	$	152		$	150		1.3	%	Base rent per square foot	$	146		$	152		(3.9)	%
Tenant sales per square foot⁽¹⁾	Tenant sales per square foot⁽¹⁾	$	407		$	688		(40.8)	%	Tenant sales per square foot(1)	$	683		$	407		67.8	%
Shoppes at Four Seasons	Shoppes at Four Seasons									Shoppes at Four Seasons
Total mall revenues	Total mall revenues	$	13		$	32		(59.4)	%	Total mall revenues	$	52		$	13		300.0	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	242,425			241,363			0.4	%	Mall gross leasable area (in square feet)	244,193			242,425			0.7	%
Occupancy	Occupancy	94.3		%	92.8		%	1.5	pts	Occupancy	94.3		%	94.3		%	—	pts
Base rent per square foot	Base rent per square foot	$	544		$	484		12.4	%	Base rent per square foot	$	550		$	544		1.1	%
Tenant sales per square foot⁽¹⁾	Tenant sales per square foot⁽¹⁾	$	2,830		$	5,078		(44.3)	%	Tenant sales per square foot(1)	$	6,298		$	2,830		122.5	%
Singapore Operations:	Singapore Operations:									Singapore Operations:
The Shoppes at Marina Bay Sands	The Shoppes at Marina Bay Sands									The Shoppes at Marina Bay Sands
Total mall revenues	Total mall revenues	$	28		$	46		(39.1)	%	Total mall revenues	$	41		$	28		46.4	%
Mall gross leasable area (in square feet)	Mall gross leasable area (in square feet)	620,213			593,735			4.5	%	Mall gross leasable area (in square feet)	622,073			620,213			0.3	%
Occupancy	Occupancy	95.0		%	96.7		%	(1.7)	pts	Occupancy	97.5		%	95.0		%	2.5	pts
Base rent per square foot	Base rent per square foot	$	257		$	264		(2.7)	%	Base rent per square foot	$	265		$	257		3.1	%
Tenant sales per square foot⁽¹⁾	Tenant sales per square foot⁽¹⁾	$	1,225		$	2,028		(39.6)	%	Tenant sales per square foot(1)	$	1,480		$	1,225		20.8	%

__________________________

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

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(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 ~~Cotai Central~~Londoner will feature up to ~~approximately~~an estimated 600,000 square feet of gross leasable area upon completion of all phases of ~~Sands Cotai Central’s~~the renovation, rebranding and expansion to The Londoner Macao.

Convention, retail and other revenues decreased $83 million compared to the three months ended September 30, 2019, driven by decreases of $25 million, $24 million and $15 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above. Additionally, our ferry operations decreased $19 million, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic.

Operating Expenses

Our operating expenses consisted of the following:


		Three Months Ended September 30,											Three Months Ended September 30,
		2020		2019		Percent Change			2021		2020		Percent Change

		(Dollars in millions)											(Dollars in millions)
Casino	Casino	$	313	$	1,240	(74.8)	%	Casino	$	451	$	274	64.6	%
Rooms	Rooms	61		109		(44.0)	%	Rooms	40		28		42.9	%
Food and beverage	Food and beverage	82		162		(49.4)	%	Food and beverage	55		54		1.9	%
Mall	Mall	13		19		(31.6)	%	Mall	17		13		30.8	%
Convention, retail and other	Convention, retail and other	34		72		(52.8)	%	Convention, retail and other	21		22		(4.5)	%
Provision for credit losses	Provision for credit losses	25		4		525.0	%	Provision for credit losses	3		24		(87.5)	%
General and administrative	General and administrative	263		364		(27.7)	%	General and administrative	223		196		13.8	%
Corporate	Corporate	33		59		(44.1)	%	Corporate	64		33		93.9	%
Pre-opening	Pre-opening	5		9		(44.4)	%	Pre-opening	6		5		20.0	%
Development	Development	3		4		(25.0)	%	Development	13		3		333.3	%
Depreciation and amortization	Depreciation and amortization	292		284		2.8	%	Depreciation and amortization	262		248		5.6	%
Amortization of leasehold interests in land	Amortization of leasehold interests in land	14		14		—	%	Amortization of leasehold interests in land	14		14		—	%
Loss on disposal or impairment of assets	Loss on disposal or impairment of assets	58		11		427.3	%	Loss on disposal or impairment of assets	4		55		(92.7)	%
Total operating expenses	Total operating expenses	$	1,196	$	2,351	(49.1)	%	Total operating expenses	$	1,173	$	969	21.1	%

Operating expenses were ~~$1.20~~$1.17 billion for the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$1.16 billion~~$204 million compared to ~~$2.35 billion~~$969 million for the three months ended September 30, ~~2019,~~2020, primarily driven by a ~~decrease~~$177 million increase in casino expenses, due to an increase in gaming taxes as a result of ~~$927 million. Additionally,~~increased gaming revenues as well as increases in corporate and general and administrative expenses decreased $101 million and food and beverage expenses decreased $80 million. The decreases were mainly driven by the 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 decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through significantly reduced visitation. The level of payroll costs during the period were reduced by $16 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act in the U.S. We have also implemented payroll cost saving initiatives across each of our properties, including utilization of paid time off and voluntary unpaid leave.expenses.

Casino expenses ~~decreased $927~~increased $177 million compared to the three months ended September 30, ~~2019.~~2020. The ~~decrease~~increase was primarily attributable to ~~an $822~~a $143 million ~~decrease~~increase in gaming taxes ~~resulting from decreased casino~~due to increased revenues, as previously described.

Room expenses ~~decreased $48~~increased $12 million compared to the three months ended September 30, ~~2019. The decrease was~~2020, driven by ~~decreases~~increases of ~~$28 million, $12~~$8 million and $8$4 million at our Macao properties ~~Las Vegas Operating Properties~~ and Marina Bay Sands, respectively. These ~~decreases~~increases are consistent with the ~~reduction~~increase in room revenue.

Food and beverage expenses decreased $80 million compared to the three months ended September 30, 2019, due to decreases of $36 million, $23 million and $21 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues.

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Convention, retail and other expenses decreased $38 million compared to the three months ended September 30, 2019, primarily driven by a $19 million decrease in ferry expenses resulting from the closure of the ferry terminals in response to the COVID-19 Pandemic. Additionally, our Macao properties decreased $13 million, which is consistent with the decrease in convention, retail and other revenue discussed above.

Provision for credit losses ~~increased~~decreased $21 million compared to the three months ended September 30, ~~2019,~~2020. The decrease was primarily ~~due to~~driven by an increase in the aging of patron receivables recorded for ~~premium players at our Macao properties, as travel restrictions have limited~~ the ~~ability for patrons to redeem markers.~~period ended September 30, 2020 in connection with the impact of the COVID-19 Pandemic. The amount of this provision can vary over short periods of time because of factors specific to the ~~customers~~patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses ~~decreased $101~~increased $27 million compared to the three months ended September 30, ~~2019. The decrease was~~2020, due primarily to ~~decreases~~increases of ~~$48 million, $27~~$17 million and ~~$25~~$10 million at Marina Bay Sands and our Macao properties, ~~our Las Vegas Operating Properties and Marina Bay Sands, respectively,~~respectively. The increases were primarily driven by ~~decreases~~increases in marketing ~~payroll~~ and property operations costs.

Corporate expenses ~~decreased $26~~increased $31 million compared to the three months ended September 30, ~~2019. The decrease was~~2020, primarily due to ~~lower~~a $19 million increase in payroll ~~expense of $12 million in the three months ended September 30, 2020~~and related costs, driven by ~~lower~~no bonus ~~costs due to the impact of the COVID-19 Pandemic, as well as $11 million in legal costs incurred~~expense recorded during the three months ended September 30, ~~2019.~~2020. The remainder of the increase is due to increases in information technology costs and legal fees.

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

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

Loss on disposal or impairment of assets ~~increased $47~~decreased $51 million compared to the three months ended September 30, ~~2019,~~2020. The losses incurred for the three months ended September 30, 2021 and September 30, 2020, were primarily due to asset disposals and demolition costs related to The Londoner Macao.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 710 — Segment Information” for a reconciliation of consolidated adjusted property EBITDA to net ~~income/loss)~~loss from continuing operations):


		Three Months Ended September 30,											Three Months Ended September 30,
		2020		2019		Percent Change			2021		2020		Percent Change

		(Dollars in millions)											(Dollars in millions)
Macao:	Macao:							Macao:
The Venetian Macao	The Venetian Macao	$	(78)	$	342	(122.8)	%	The Venetian Macao	$	40	$	(78)	(151.3)	%
Sands Cotai Central		(71)		169		(142.0)	%
The Londoner Macao								The Londoner Macao	(33)		(71)		(53.5)	%
The Parisian Macao	The Parisian Macao	(40)		120		(133.3)	%	The Parisian Macao	5		(40)		(112.5)	%
The Plaza Macao and Four Seasons Hotel Macao		(15)		75		(120.0)	%
The Plaza Macao and Four Seasons Macao								The Plaza Macao and Four Seasons Macao	42		(15)		(380.0)	%
Sands Macao	Sands Macao	(26)		52		(150.0)	%	Sands Macao	(21)		(26)		(19.2)	%
Ferry Operations and Other	Ferry Operations and Other	(3)		(3)		—		Ferry Operations and Other	(1)		(3)		(66.7)	%
		(233)		755		(130.9)	%		32		(233)		(113.7)	%
Marina Bay Sands	Marina Bay Sands	70		435		(83.9)	%	Marina Bay Sands	15		70		(78.6)	%
Las Vegas Operating Properties		(40)		93		(143.0)	%

Consolidated adjusted property EBITDA ⁽¹⁾	Consolidated adjusted property EBITDA ⁽¹⁾	$	(203)	$	1,283	(115.8)	%	Consolidated adjusted property EBITDA(1)	$	47	$	(163)	(128.8)	%

Las Vegas Operating Properties(2)								Las Vegas Operating Properties(2)	$	132	$	(40)	(430.0)	%

__________________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net ~~income/loss~~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 ~~on sale of Sands Bethlehem, gain~~ or loss on modification or early retirement of debt and income

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

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

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Adjusted property EBITDA at our Macao operations ~~decreased $988~~increased $265 million compared with the three months ended September 30, ~~2019,~~2020, primarily due to ~~decreased~~increases in casino, room, food and beverage and mall revenues driven by ~~decreased~~increased visitation at our ~~properties due to the COVID-19 Pandemic.~~properties.

Adjusted property EBITDA at Marina Bay Sands decreased ~~$365~~$55 million compared to the three months ended September 30, ~~2019,~~2020, primarily due to ~~decreased~~a decrease in casino ~~revenues, driven by decreased visitation at our property~~revenue due to the ~~COVID-19 Pandemic.~~aforementioned closure of property from July 22 to August 4, 2021.

Discontinued Operations

Adjusted property EBITDA at our Las Vegas Operating Properties ~~decreased $133~~increased $172 million compared to the three months ended September 30, ~~2019,~~2020, primarily due to ~~no MICE events during the current quarter and decreased room and casino revenue, driven by decreased~~increased visitation to ~~our properties~~the property as capacity limits, restrictions on large gatherings and ~~State of Nevada mandated limits on public gatherings due to~~other restrictions were lifted, effective June 1, 2021, and the ~~COVID-19 Pandemic.~~Las Vegas Operating Properties operated under pre-pandemic guidelines.

Interest Expense

The following table summarizes information related to interest expense:


		Three Months Ended September 30,										Three Months Ended September 30,
		2020			2019				2021			2020

		(Dollars in millions)										(Dollars in millions)
Interest cost	Interest cost	$	139		$	135		Interest cost	$	160		$	139
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo		3			4

Less — capitalized interest	Less — capitalized interest	(5)			(2)			Less — capitalized interest	(3)			(5)
Interest expense, net	Interest expense, net	$	137		$	137		Interest expense, net	$	157		$	134

Weighted average total debt balance	Weighted average total debt balance	$	14,004		$	12,052		Weighted average total debt balance	$	14,574		$	14,004
Weighted average interest rate	Weighted average interest rate	4.0		%	4.5		%	Weighted average interest rate	4.4		%	4.0		%

Interest cost increased $4$21 million compared to the three months ended September 30, ~~2019,~~2020, resulting from an increase in our weighted average total debt balance due to the issuance of the 2026 and 2030 SCL Senior Notes ~~issued~~ on June 4, 2020 and draws on the ~~LVSC Senior Note issued on November 25, 2019. This increase was partially offset by a decrease in our~~SCL revolver during the three months ended March 31, 2021. Additionally, the weighted average interest rate ~~primarily due~~increased from 4.0% to 4.4% during the three months ended September 30, 2021, as a result of the expiration of interest rate swaps in August 2020 related to the ~~benefit of $13 million in the current quarter compared to the benefit of $7 million in the same quarter of the previous year due to the interest rate swap agreements on $5.50 billion of our~~ SCL ~~Senior Notes~~senior notes that were issued in ~~August~~ 2018.

Other Factors Affecting Earnings

~~Other expense was $4~~Loss on early retirement of debt of $137 million for the three months ended September 30, ~~2020, compared~~2021 was due to $7the issuance of new SCL senior notes, which funds were utilized to repay the outstanding borrowings under the SCL senior notes due in 2023. The loss on early retirement of debt was comprised of a $131 million make-whole premium payment to retire the 2023 senior notes and $6 million of unamortized deferred financing costs (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — SCL Senior Notes”).

Other expense was $12 million for the three months ended September 30, ~~2019.~~2021, compared to $5 million for the three months ended September 30, 2020. The ~~decrease~~change from prior period was due primarily ~~due~~ to ~~an $18~~a $17 million ~~decrease~~increase in foreign transaction losses driven by the impact of foreign currency exchange rate ~~decrease~~increase of ~~261~~235 basis points on the U.S. dollar denominated debt held by ~~SCL. This was partially~~SCL, offset by a ~~$12~~$7 million ~~decrease~~increase in foreign currency transaction

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gains driven by the impact of the foreign currency exchange rate ~~decrease~~increase of ~~530~~404 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars.

Our income tax benefit was ~~$17~~$27 million on a loss before income taxes of ~~$748~~$621 million for the three months ended September 30, ~~2020.~~2021, resulting in a (4.3)% effective income tax rate. This compares to a ~~10.9%~~0.8% effective income tax rate for the three months ended September 30, ~~2019.~~2020. The income tax benefit for the three months ended September 30, 2021, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations. Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers receive an income tax exemption on gaming operations through June 2022.

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

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

Summary Financial Results

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

Operating Revenues

Our net revenues consisted of the following:


	Nine Months Ended September 30,
	2021		2020		Percent Change

	(Dollars in millions)
Casino	$	2,241	$	1,352	65.8	%
Rooms	311		181		71.8	%
Food and beverage	148		101		46.5	%
Mall	469		228		105.7	%
Convention, retail and other	57		63		(9.5)	%
Total net revenues	$	3,226	$	1,925	67.6	%

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

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


	Nine Months Ended September 30,
	2021			2020			Change

	(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues	$	749		$	288		160.1	%
Non-Rolling Chip drop	$	2,539		$	951		167.0	%
Non-Rolling Chip win percentage	27.6		%	26.4		%	1.2	pts
Rolling Chip volume	$	3,522		$	2,566		37.3	%
Rolling Chip win percentage	4.15		%	3.03		%	1.12	pts
Slot handle	$	1,376		$	597		130.5	%
Slot hold percentage	3.8		%	4.3		%	(0.5)	pts
The Londoner Macao
Total net casino revenues	$	304		$	129		135.7	%
Non-Rolling Chip drop	$	1,347		$	590		128.3	%
Non-Rolling Chip win percentage	21.1		%	21.7		%	(0.6)	pts
Rolling Chip volume	$	2,915		$	167		1,645.5	%
Rolling Chip win percentage	3.39		%	5.85		%	(2.46)	pts
Slot handle	$	709		$	413		71.7	%
Slot hold percentage	3.8		%	4.2		%	(0.4)	pts
The Parisian Macao
Total net casino revenues	$	203		$	111		82.9	%
Non-Rolling Chip drop	$	903		$	440		105.2	%
Non-Rolling Chip win percentage	22.0		%	23.3		%	(1.3)	pts
Rolling Chip volume	$	321		$	2,607		(87.7)	%
Rolling Chip win percentage	8.53		%	1.65		%	6.88	pts
Slot handle	$	620		$	495		25.3	%
Slot hold percentage	3.1		%	3.7		%	(0.6)	pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues	$	233		$	101		130.7	%
Non-Rolling Chip drop	$	874		$	270		223.7	%
Non-Rolling Chip win percentage	21.8		%	25.9		%	(4.1)	pts
Rolling Chip volume	$	2,273		$	2,586		(12.1)	%
Rolling Chip win percentage	5.10		%	2.75		%	2.35	pts
Slot handle	$	29		$	37		(21.6)	%
Slot hold percentage	5.9		%	4.7		%	1.2	pts

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	Nine Months Ended September 30,
	2021			2020			Change

	(Dollars in millions)
Sands Macao
Total net casino revenues	$	84		$	80		5.0	%
Non-Rolling Chip drop	$	341		$	324		5.2	%
Non-Rolling Chip win percentage	16.4		%	18.9		%	(2.5)	pts
Rolling Chip volume	$	953		$	855		11.5	%
Rolling Chip win percentage	4.49		%	3.19		%	1.30	pts
Slot handle	$	466		$	420		11.0	%
Slot hold percentage	3.4		%	3.1		%	0.3	pts

Singapore Operations:
Marina Bay Sands
Total net casino revenues	$	668		$	643		3.9	%
Non-Rolling Chip drop	$	1,865		$	1,524		22.4	%
Non-Rolling Chip win percentage	16.3		%	19.3		%	(3.0)	pts
Rolling Chip volume	$	2,583		$	8,239		(68.6)	%
Rolling Chip win percentage	5.52		%	3.63		%	1.89	pts
Slot handle	$	9,209		$	5,600		64.4	%
Slot hold percentage	4.2		%	4.4		%	(0.2)	pts
U.S. Operations:
Las Vegas Operating Properties(1)
Total net casino revenues	$	304		$	175		73.7	%
Table games drop	$	1,137		$	969		17.3	%
Table games win percentage	16.0		%	13.9		%	2.1	pts
Slot handle	$	2,683		$	1,382		94.1	%
Slot hold percentage	8.5		%	7.9		%	0.6	pts

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

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


	Nine Months Ended September 30,
	2021			2020			Change

	(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues	$	61		$	25		144.0	%
Occupancy rate	51.5		%	17.7		%	33.8	pts
Average daily room rate (ADR)	$	155		$	232		(33.2)	%
Revenue per available room (RevPAR)	$	80		$	41		95.1	%
The Londoner Macao
Total room revenues	$	69		$	29		137.9	%
Occupancy rate	39.9		%	16.7		%	23.2	pts
Average daily room rate (ADR)	$	158		$	171		(7.6)	%
Revenue per available room (RevPAR)	$	63		$	29		117.2	%
The Parisian Macao
Total room revenues	$	41		$	18		127.8	%
Occupancy rate	52.6		%	18.5		%	34.1	pts
Average daily room rate (ADR)	$	118		$	158		(25.3)	%
Revenue per available room (RevPAR)	$	62		$	29		113.8	%
The Plaza Macao and Four Seasons Macao
Total room revenues	$	34		$	6		466.7	%
Occupancy rate	44.5		%	19.9		%	24.6	pts
Average daily room rate (ADR)	$	439		$	321		36.8	%
Revenue per available room (RevPAR)	$	195		$	64		204.7	%
Sands Macao
Total room revenues	$	7		$	3		133.3	%
Occupancy rate	68.6		%	28.2		%	40.4	pts
Average daily room rate (ADR)	$	138		$	173		(20.2)	%
Revenue per available room (RevPAR)	$	95		$	49		93.9	%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	99		$	100		(1.0)	%
Occupancy rate	67.4		%	69.1		%	(1.7)	pts
Average daily room rate (ADR)	$	228		$	361		(36.8)	%
Revenue per available room (RevPAR)	$	154		$	250		(38.4)	%
U.S. Operations:
Las Vegas Operating Properties(1)
Total room revenues	$	294		$	177		66.1	%
Occupancy rate	76.2		%	61.2		%	15.0	pts
Average daily room rate (ADR)	$	209		$	230		(9.1)	%
Revenue per available room (RevPAR)	$	160		$	141		13.5	%

__________________________

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

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


	Nine Months Ended September 30,(1)
	2021			2020			Change

	(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	144		$	74		94.6	%
Mall gross leasable area (in square feet)	814,731			812,934			0.2	%
Occupancy	78.7		%	84.9		%	(6.2)	pts
Base rent per square foot	$	296		$	302		(2.0)	%
Tenant sales per square foot(2)	$	1,368		$	935		46.3	%
Shoppes at Londoner(3)
Total mall revenues	$	42		$	25		68.0	%
Mall gross leasable area (in square feet)	520,302			525,497			(1.0)	%
Occupancy	60.4		%	85.6		%	(25.2)	pts
Base rent per square foot	$	138		$	100		38.0	%
Tenant sales per square foot(2)	$	1,240		$	476		160.5	%
Shoppes at Parisian
Total mall revenues	$	30		$	16		87.5	%
Mall gross leasable area (in square feet)	296,322			295,963			0.1	%
Occupancy	76.7		%	82.5		%	(5.8)	pts
Base rent per square foot	$	146		$	152		(3.9)	%
Tenant sales per square foot(2)	$	683		$	407		67.8	%
Shoppes at Four Seasons
Total mall revenues	$	125		$	39		220.5	%
Mall gross leasable area (in square feet)	244,193			242,425			0.7	%
Occupancy	94.3		%	94.3		%	—	pts
Base rent per square foot	$	550		$	544		1.1	%
Tenant sales per square foot(2)	$	6,298		$	2,830		122.5	%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	127		$	73		74.0	%
Mall gross leasable area (in square feet)	622,073			620,213			0.3	%
Occupancy	97.5		%	95.0		%	2.5	pts
Base rent per square foot	$	265		$	257		3.1	%
Tenant sales per square foot(2)	$	1,480		$	1,225		20.8	%

__________________________

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

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

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

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

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

Operating Expenses

Our operating expenses consisted of the following:


	Nine Months Ended September 30,
	2021		2020		Percent Change

	(Dollars in millions)
Casino	$	1,603	$	1,109	44.5	%
Rooms	124		101		22.8	%
Food and beverage	186		177		5.1	%
Mall	48		41		17.1	%
Convention, retail and other	62		79		(21.5)	%
Provision for credit losses	9		52		(82.7)	%
General and administrative	667		615		8.5	%
Corporate	169		145		16.6	%
Pre-opening	15		14		7.1	%
Development	59		18		227.8	%
Depreciation and amortization	775		745		4.0	%
Amortization of leasehold interests in land	42		41		2.4	%
Loss on disposal or impairment of assets	18		62		(71.0)	%
Total operating expenses	$	3,777	$	3,199	18.1	%

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

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

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

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

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

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

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provision recorded during the nine months ended September 30, 2020, due to the aging of patron receivables in connection with the impact of the COVID-19 Pandemic. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $52 million compared to the nine months ended September 30, 2020, due to increases of $34 million and $18 million at Marina Bay Sands and our Macao properties, respectively. The increases were primarily driven by increases in marketing, payroll and property operations costs.

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

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

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

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

Segment Adjusted Property EBITDA

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


	Nine Months Ended September 30,
	2021		2020		Percent Change

	(Dollars in millions)
Macao:
The Venetian Macao	$	230	$	(126)	(282.5)	%
The Londoner Macao	(61)		(150)		(59.3)	%
The Parisian Macao	(3)		(124)		(97.6)	%
The Plaza Macao and Four Seasons Macao	156		(5)		(3,220.0)	%
Sands Macao	(52)		(58)		(10.3)	%
Ferry Operations and Other	(6)		(15)		(60.0)	%
	264		(478)		(155.2)	%
Marina Bay Sands	271		239		13.4	%
Consolidated adjusted property EBITDA	$	535	$	(239)	(323.8)	%

Las Vegas Operating Properties (1)	$	136	$	(74)	(283.8)	%

____________________

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

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

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

Discontinued Operations

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

Interest Expense

The following table summarizes information related to interest expense:


	Nine Months Ended September 30,
	2021			2020

	(Dollars in millions)
Interest cost	$	480		$	389

Less — capitalized interest	(11)			(13)
Interest expense, net	$	469		$	376

Weighted average total debt balance	$	14,509		$	13,190
Weighted average interest rate	4.4		%	3.9		%

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

Other Factors Affecting Earnings

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

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

Our income tax benefit was $19 million on a loss before income taxes of $1.17 billion for the nine months ended September 30, 2021, resulting in a (1.6)% effective income tax rate. This compares to a (0.2)% effective income tax rate for the nine months ended September 30, 2020. The income tax benefit for the nine months ended September 30, 2021, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our ~~Singapore and~~ U.S. operations recorded tax benefits associated with the pre-tax book losses, primarily related to U.S. corporate and interest expense incurred during the ~~three~~nine months ended September 30, ~~2020.~~2021. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. Our Macao non-gaming operations had a non-cash discrete income tax expense of $14 million due to the reversal of certain deferred tax assets related to fixed assets, which were primarily disposed of as part of The Londoner Macao project.

The net loss attributable to our noncontrolling interests was $166 million for the three months ended September 30, 2020, compared to a net income attributable to our noncontrolling interests of $136 million for the three months ended September 30, 2019. These amounts are related to the noncontrolling interest of SCL.

~~Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019~~

~~Summary Financial Results~~

Our financial results were adversely impacted by decreased visitation at each of our operating properties due to the COVID-19 Pandemic. See “COVID-19 Pandemic” for further information. Net revenues for the nine months ended September 30, 2020, was $2.47 billion, compared to $10.23 billion for the nine months ended September 30, 2019. Operating loss was $1.48 billion compared to operating income of $2.76 billion for the nine months ended September 30, 2019. Net loss was $1.77 billion for the nine months ended September 30, 2020, compared to net income of $2.52 billion for the nine months ended September 30, 2019.

~~Operating Revenues~~

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

Nine Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Casino $ 1,527 $ 7,343 (79.2) %
Rooms 358 1,318 (72.8) %
Food and beverage 205 655 (68.7) %
Mall 228 501 (54.5) %
Convention, retail and other 148 413 (64.2) %
Total net revenues $ 2,466 $ 10,230 (75.9) %

Consolidated net revenues were $2.47 billion for the nine months ended September 30, 2020, a decrease of $7.76 billion compared to $10.23 billion for the nine months ended September 30, 2019, due to decreases of $5.56 billion, $1.33 billion and $647 million at our Macao operations, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were driven by decreased visitation and temporary property closures as a result of the COVID-19 Pandemic, as described above. Additionally, there was a $227 million decrease due to the sale of Sands Bethlehem on May 31, 2019.

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Net casino revenues decreased $5.82 billion compared to the nine months ended September 30, 2019, driven by temporary property closures and decreased visitation once our properties reopened as a result of the COVID-19 Pandemic described above. In addition, casinos at each of our properties continue to operate at a reduced capacity due to social distancing measures. Revenues at our Macao operations and Marina Bay Sands decreased $4.54 billion and $922 million, respectively, driven by decreases in Non-Rolling Chip drop and Rolling Chip volume, while our Las Vegas Operating Properties decreased $153 million due to decreases in table games drop and win percentage and slot handle. Additionally, there was a decrease of $199 million attributable to the sale of Sands Bethlehem on May 31, 2019. The following table summarizes the results of our casino activity:

Nine Months Ended September 30,
2020 2019 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 288 $ 2,127 (86.5) %
Non-Rolling Chip drop $ 951 $ 6,951 (86.3) %
Non-Rolling Chip win percentage 26.4 % 26.4 % — pts
Rolling Chip volume $ 2,566 $ 19,839 (87.1) %
Rolling Chip win percentage 3.03 % 3.04 % (0.01) pts
Slot handle $ 597 $ 2,908 (79.5) %
Slot hold percentage 4.3 % 4.7 % (0.4) pts
Sands Cotai Central
Total net casino revenues $ 129 $ 1,162 (88.9) %
Non-Rolling Chip drop $ 590 $ 4,935 (88.0) %
Non-Rolling Chip win percentage 21.7 % 22.6 % (0.9) pts
Rolling Chip volume $ 167 $ 4,323 (96.1) %
Rolling Chip win percentage 5.85 % 3.46 % 2.39 pts
Slot handle $ 413 $ 3,092 (86.6) %
Slot hold percentage 4.2 % 4.3 % (0.1) pts
The Parisian Macao
Total net casino revenues $ 111 $ 1,042 (89.3) %
Non-Rolling Chip drop $ 440 $ 3,398 (87.1) %
Non-Rolling Chip win percentage 23.3 % 23.0 % 0.3 pts
Rolling Chip volume $ 2,607 $ 11,940 (78.2) %
Rolling Chip win percentage 1.65 % 3.54 % (1.89) pts
Slot handle $ 495 $ 3,151 (84.3) %
Slot hold percentage 3.7 % 3.7 % — pts

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Nine Months Ended September 30,
2020 2019 Change
(Dollars in millions)
The Plaza Macao and Four Seasons Hotel Macao
Total net casino revenues $ 101 $ 481 (79.0) %
Non-Rolling Chip drop $ 270 $ 1,040 (74.0) %
Non-Rolling Chip win percentage 25.9 % 24.0 % 1.9 pts
Rolling Chip volume $ 2,586 $ 10,338 (75.0) %
Rolling Chip win percentage 2.75 % 3.84 % (1.09) pts
Slot handle $ 37 $ 393 (90.6) %
Slot hold percentage 4.7 % 6.0 % (1.3) pts
Sands Macao
Total net casino revenues $ 80 $ 439 (81.8) %
Non-Rolling Chip drop $ 324 $ 2,022 (84.0) %
Non-Rolling Chip win percentage 18.9 % 18.1 % 0.8 pts
Rolling Chip volume $ 855 $ 3,556 (76.0) %
Rolling Chip win percentage 3.19 % 2.50 % 0.69 pts
Slot handle $ 420 $ 1,964 (78.6) %
Slot hold percentage 3.1 % 3.3 % (0.2) pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 643 $ 1,565 (58.9) %
Non-Rolling Chip drop $ 1,524 $ 3,964 (61.6) %
Non-Rolling Chip win percentage 19.3 % 20.3 % (1.0) pts
Rolling Chip volume $ 8,239 $ 21,588 (61.8) %
Rolling Chip win percentage 3.63 % 3.20 % 0.43 pts
Slot handle $ 5,600 $ 10,724 (47.8) %
Slot hold percentage 4.4 % 4.5 % (0.1) pts
U.S. Operations:
Las Vegas Operating Properties
Total net casino revenues $ 175 $ 328 (46.6) %
Table games drop $ 969 $ 1,405 (31.0) %
Table games win percentage 13.9 % 19.0 % (5.1) pts
Slot handle $ 1,382 $ 2,119 (34.8) %
Slot hold percentage 7.9 % 8.3 % (0.4) pts

~~____________________~~

~~Note: We completed the sale of Sands Bethlehem on May 31, 2019.~~

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Room revenues decreased $960 million compared to the nine months ended September 30, 2019. The decrease was primarily a result of temporary property closures and decreased visitation at each of our properties, due to the COVID-19 Pandemic. Additionally, certain rooms within Sands Cotai Central and Marina Bay Sands were utilized for quarantine purposes and certain rooms across our Macao properties for lodging were used by team members due to travel restrictions. The following table summarizes the results of our room activity:

Nine Months Ended September 30,
2020 2019 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 25 $ 168 (85.1) %
Occupancy rate 17.7 % 95.5 % (77.8) pts
Average daily room rate (ADR) $ 232 $ 228 1.8 %
Revenue per available room (RevPAR) $ 41 $ 217 (81.1) %
Sands Cotai Central
Total room revenues $ 29 $ 242 (88.0) %
Occupancy rate 16.7 % 96.4 % (79.7) pts
Average daily room rate (ADR) $ 171 $ 158 8.2 %
Revenue per available room (RevPAR) $ 29 $ 153 (81.0) %
The Parisian Macao
Total room revenues $ 18 $ 97 (81.4) %
Occupancy rate 18.5 % 97.1 % (78.6) pts
Average daily room rate (ADR) $ 158 $ 159 (0.6) %
Revenue per available room (RevPAR) $ 29 $ 155 (81.3) %
The Plaza Macao and Four Seasons Hotel Macao
Total room revenues $ 6 $ 30 (80.0) %
Occupancy rate 19.9 % 90.7 % (70.8) pts
Average daily room rate (ADR) $ 321 $ 332 (3.3) %
Revenue per available room (RevPAR) $ 64 $ 301 (78.7) %
Sands Macao
Total room revenues $ 3 $ 13 (76.9) %
Occupancy rate 28.2 % 99.7 % (71.5) pts
Average daily room rate (ADR) $ 173 $ 174 (0.6) %
Revenue per available room (RevPAR) $ 49 $ 173 (71.7) %
Singapore Operations:
Marina Bay Sands
Total room revenues $ 100 $ 304 (67.1) %
Occupancy rate 69.1 % 97.7 % (28.6) pts
Average daily room rate (ADR) $ 361 $ 450 (19.8) %
Revenue per available room (RevPAR) $ 250 $ 440 (43.2) %
U.S. Operations:
Las Vegas Operating Properties
Total room revenues $ 177 $ 457 (61.3) %
Occupancy rate 61.2 % 95.6 % (34.4) pts
Average daily room rate (ADR) $ 230 $ 250 (8.0) %
Revenue per available room (RevPAR) $ 141 $ 239 (41.0) %

~~____________________~~

~~Note: We completed the sale of Sands Bethlehem on May 31, 2019.~~

Food and beverage revenues decreased $450 million compared to the nine months ended September 30, 2019. The decrease was mainly due to decreases of $190 million, $142 million and $107 million at our Macao properties,

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~~our Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the COVID-19 Pandemic described above.~~

Mall revenues decreased $273 million compared to the nine months ended September 30, 2019. The decrease was primarily due to $248 million in rent concessions granted to our mall tenants in Macao and Singapore and a decrease of $25 million in turnover rents resulting from lower traffic in our malls resulting from the COVID-19 Pandemic.

Nine Months Ended September 30,⁽¹⁾
2020 2019 Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 74 $ 183 (59.6) %
Mall gross leasable area (in square feet) 812,934 812,953 — %
Occupancy 84.9 % 91.4 % (6.5) pts
Base rent per square foot $ 302 $ 275 9.8 %
Tenant sales per square foot⁽²⁾
$ 935 $ 1,708 (45.3) %
Shoppes at Cotai Central⁽³⁾
Total mall revenues $ 25 $ 51 (51.0) %
Mall gross leasable area (in square feet) 525,497 524,365 0.2 %
Occupancy 85.6 % 91.3 % (5.7) pts
Base rent per square foot $ 100 $ 105 (4.8) %
Tenant sales per square foot⁽²⁾
$ 476 $ 966 (50.7) %
Shoppes at Parisian
Total mall revenues $ 16 $ 39 (59.0) %
Mall gross leasable area (in square feet) 295,963 295,915 — %
Occupancy 82.5 % 89.6 % (7.1) pts
Base rent per square foot $ 152 $ 150 1.3 %
Tenant sales per square foot⁽²⁾
$ 407 688 (40.8) %
Shoppes at Four Seasons
Total mall revenues $ 39 $ 94 (58.5) %
Mall gross leasable area (in square feet) 242,425 241,363 0.4 %
Occupancy 94.3 % 92.8 % 1.5 pts
Base rent per square foot $ 544 $ 484 12.4 %
Tenant sales per square foot⁽²⁾
$ 2,830 $ 5,078 (44.3) %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 73 $ 131 (44.3) %
Mall gross leasable area (in square feet) 620,213 593,735 4.5 %
Occupancy 95.0 % 96.7 % (1.7) pts
Base rent per square foot $ 257 $ 264 (2.7) %
Tenant sales per square foot⁽²⁾
$ 1,225 $ 2,028 (39.6) %

~~__________________________~~

~~Note: This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem, the sale of which was completed on May 31, 2019.~~

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2020 and 2019, they are identical to the summary presented herein for the three months ended September 30, 2020 and 2019, respectively.

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

(3) The Shoppes at 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.

Convention, retail and other revenues decreased $265 million compared to the nine months ended September 30, 2019 driven by decreases of $82 million, $72 million, and $42 million at our Macao properties, Las Vegas Operating Properties and Marina Bay Sands, respectively, as a result of the cancellation of MICE events and decreased visitation across our properties due to the COVID-19 Pandemic described above. Additionally, there was a $60 million decrease related to our ferry operations, due to the temporary closure of the Hong Kong China Ferry Terminal in late January 2020 and the Hong Kong Macao Ferry Terminal in early February 2020 in response to the COVID-19 Pandemic.

~~Operating Expenses~~

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

Nine Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Casino $ 1,238 $ 3,988 (69.0) %
Rooms 203 332 (38.9) %
Food and beverage 287 514 (44.2) %
Mall 41 54 (24.1) %
Convention, retail and other 117 227 (48.5) %
Provision for credit losses 60 15 300.0 %
General and administrative 844 1,109 (23.9) %
Corporate 145 262 (44.7) %
Pre-opening 14 23 (39.1) %
Development 18 13 38.5 %
Depreciation and amortization 867 874 (0.8) %
Amortization of leasehold interests in land 41 37 10.8 %
Loss on disposal or impairment of assets 68 18 277.8 %
Total operating expenses $ 3,943 $ 7,466 (47.2) %

Operating expenses were $3.94 billion for the nine months ended September 30, 2020, a decrease of $3.52 billion compared to $7.47 billion for the nine months ended September 30, 2019. The decrease was primarily driven by a $2.75 billion decrease in casino expenses. Additionally, general and administrative expenses decreased $265 million and food and beverage expenses decreased $227 million driven by the 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 decreased visitation and property closures. We have maintained our staffing levels across our jurisdictions through the government mandated closures amid significantly reduced visitation. The level of payroll costs during the period were reduced by$92 million in connection with the Job Support Scheme in Singapore and the Employee Retention Credit under the CARES Act in the U.S. 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 decreased $2.75 billion compared to the nine months ended September 30, 2019. The decrease was primarily attributable to a decrease of $2.37 billion in gaming taxes due to decreased casino revenues, as previously described. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $127 million decrease.

Room expenses decreased $129 million compared to the nine months ended September 30, 2019. The decrease was driven by decreases of $67 million, $41 million and $19 million at our Macao properties, our Las Vegas Operating Properties and Marina Bay Sands, respectively. These decreases are consistent with the reduction in room revenue.

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Food and beverage expenses decreased $227 million compared to the nine months ended September 30, 2019, due to decreases of $102 million, $59 million and $57 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. These decreases are consistent with the reduction in food and beverage revenues.

Convention, retail and other expenses decreased $110 million compared to the nine months ended September 30, 2019 driven by a decrease of $53 million related to the closure of the ferry terminals previously described. Additionally, our Macao properties, Las Vegas Operating Properties and Marina Bay Sands decreased $27 million, $17 million and $11 million, respectively, as a result of the COVID-19 Pandemic described above.

~~The provision for credit losses was $60~~$241 million for the nine months ended September 30, ~~2020,~~2021, compared to $15 million for the nine months ended September 30, 2019. The increase was driven by the aging of receivables for premium players at our Macao properties during 2020, as travel restrictions have limited the ability for patrons to redeem markers. 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 the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses decreased $265 million compared to the nine months ended September 30, 2019 due to decreases of $116 million, $62 million and $54 million at our Macao properties, Marina Bay Sands and our Las Vegas Operating Properties, respectively. The decreases were primarily driven by decreases in marketing, payroll and property operations costs. Additionally, the sale of Sands Bethlehem in May 2019 resulted in a $33 million decrease.

Corporate expenses decreased $117 million compared to the nine months ended September 30, 2019. The decrease was primarily due to a nonrecurring legal settlement during the nine months ended September 30, 2019.

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

~~Development expenses include the costs associated with our evaluation and pursuit of new business opportunities, which are also expensed as incurred.~~

Loss on disposal or impairment of assets increased $50 million compared to the nine months ended September 30, 2019, primarily due to asset disposals and demolition costs related to The Londoner Macao.

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~~Segment Adjusted Property EBITDA~~

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

Nine Months Ended September 30,
2020 2019 Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ (126) $ 1,039 (112.1) %
Sands Cotai Central (150) 546 (127.5) %
The Parisian Macao (124) 422 (129.4) %
The Plaza Macao and Four Seasons Hotel Macao (5) 243 (102.1) %
Sands Macao (58) 135 (143.0) %
Ferry Operations and Other (15) (7) 114.29 %
(478) 2,378 (120.1) %
Marina Bay Sands 239 1,204 (80.1) %
United States:
Las Vegas Operating Properties (74) 367 (120.2) %
Sands Bethlehem⁽¹⁾
— 52 (100.0) %
(74) 419 (117.7) %
Consolidated adjusted property EBITDA $ (313) $ 4,001 (107.8) %

~~____________________~~

~~(1)We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019.~~

Adjusted property EBITDA at our Macao operations decreased $2.86 billion compared to the nine months ended September 30, 2019, primarily due to decreased casino revenues driven by government mandated travel restrictions, property closures and overall reduced visitation since late January 2020 resulting from the COVID-19 Pandemic.

Adjusted property EBITDA at Marina Bay Sands decreased $965 million compared to the nine months ended September 30, 2019. The decrease was primarily due to decreased casino revenues, driven by the temporary closure of the property and reduced visitation resulting from the COVID-19 Pandemic.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $441 million compared to the nine months ended September 30, 2019. The decrease was primarily due to no MICE events in the second and third quarters of 2020 and decreased room and casino revenues driven by the temporary closure of the properties and overall reduced visitation, resulting from the COVID-19 Pandemic.

~~Interest Expense~~

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

Nine Months Ended September 30,
2020 2019
(Dollars in millions)
Interest cost $ 389 $ 415
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 10 11
Less — capitalized interest (13) (5)
Interest expense, net $ 386 $ 421
Weighted average total debt balance $ 13,190 $ 12,069
Weighted average interest rate 3.9 % 4.6 %

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Interest cost decreased $26 million compared to the nine months ended September 30, 2019, resulting primarily from a decrease in our weighted average interest rate. The decrease was primarily due to the increased benefit of $41 million over the prior year due to the interest rate swap agreements on $5.50 billion of our SCL Senior Notes issued in August 2018. This was partially offset by an increase in the weighted average total debt balance due to the issuance of the 2025 LVSC Senior Notes on November 25, 2019 and the 2026 and 2030 SCL Senior Notes issued on June 4, 2020.

~~Other Factors Affecting Earnings~~

Other income was $30 million for the nine months ended September 30, 2020, compared to other expense of $8 million for the nine months ended September 30, 2019. The change from prior period was due primarily to a $34 million decrease in foreign transaction losses driven by the impact of foreign currency exchange rate decrease of 488 basis points on U.S. dollar denominated debt held by SCL and a $9 million decrease in foreign currency transaction losses driven by the impact of the foreign currency exchange rate increase of 48 basis points on Singapore dollar denominated intercompany debt reported in U.S. dollars.

Our income tax benefit was $46 million on a loss before income taxes of $1.81 billion for the nine months ended September 30, 2020. This compares to a 13.8% effective income tax rate for the nine months ended September 30, 2019. The effective income tax rate for the nine months ended September 30, 2019, would have been 10.2% without the discrete income tax expense of $161 million resulting from the sale of Sands Bethlehem. The income tax benefit for the nine months ended September 30, 2020, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our Singapore and U.S. operations recorded tax benefits associated with the pre-tax book losses incurred during the nine months ended September 30, 2020. Our U.S. tax benefit was partially offset by a valuation allowance recorded on certain U.S. foreign tax credits, which we no longer expect to utilize due to lower royalty income resulting from a decrease in revenues from Macao and Singapore compared to prior estimates. Our Macao non-gaming operations had a non-cash discrete income tax expense of $14 million due to the reversal of certain deferred tax assets related to fixed assets, which were primarily disposed of as part of The Londoner Macao project.

~~The net loss attributable to our noncontrolling interests was~~ $381 million for the nine months ended September 30, ~~2020, compared to net income attributable to our noncontrolling interest of $452 million for the nine months ended September 30, 2019.~~2020. These amounts were primarily related to the noncontrolling interest of SCL.

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Additional Information Regarding our Retail Mall Operations

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

Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our ~~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”) 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, ~~2020~~2021 and ~~2019:~~2020:


		Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian		The Shoppes at Marina Bay Sands			Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands

		(In millions)																			(In millions)
For the three months ended September 30, 2021												For the three months ended September 30, 2021
Mall revenues:												Mall revenues:
Minimum rents(1)												Minimum rents(1)	$	45	$	29	$	8	$	7	$	35
Overage rents												Overage rents	4		20		3		1		6
Rent concessions(2)												Rent concessions(2)	(8)		—		(1)		(1)		(6)

Total overage rents, rent concessions and other												Total overage rents, rent concessions and other	(4)		20		2		—		—
CAM, levies and direct recoveries												CAM, levies and direct recoveries	8		3		3		3		6
Total mall revenues												Total mall revenues	49		52		13		10		41
Mall operating expenses:												Mall operating expenses:
Common area maintenance												Common area maintenance	3		1		1		1		4
Marketing and other direct operating expenses												Marketing and other direct operating expenses	1		1		1		1		1
Mall operating expenses												Mall operating expenses	4		2		2		2		5
Property taxes(4)												Property taxes(4)	—		—		—		—		2

Mall-related expenses(5)												Mall-related expenses(5)	$	4	$	2	$	2	$	2	$	7
For the three months ended September 30, 2020	For the three months ended September 30, 2020											For the three months ended September 30, 2020
Mall revenues:	Mall revenues:											Mall revenues:
Minimum rents⁽¹⁾	Minimum rents⁽¹⁾	$	49	$	31	$	9	$	9	$	34	Minimum rents(1)	$	49	$	31	$	9	$	9	$	34
Overage rents	Overage rents	3		—		—		—		2		Overage rents	3		—		—		—		2
Rent concessions⁽²⁾	Rent concessions⁽²⁾	(32)		(20)		(5)		(6)		(13)		Rent concessions(2)	(32)		(20)		(5)		(6)		(13)
Total overage rents and rent concessions	Total overage rents and rent concessions	(29)		(20)		(5)		(6)		(11)		Total overage rents and rent concessions	(29)		(20)		(5)		(6)		(11)
CAM, levies and direct recoveries	CAM, levies and direct recoveries	7		2		5		3		5		CAM, levies and direct recoveries	7		2		5		3		5
Total mall revenues	Total mall revenues	27		13		9		6		28		Total mall revenues	27		13		9		6		28
Mall operating expenses:	Mall operating expenses:											Mall operating expenses:
Common area maintenance	Common area maintenance	2		1		2		1		3		Common area maintenance	2		1		2		1		3
Marketing and other direct operating expenses	Marketing and other direct operating expenses	1		—		—		—		1		Marketing and other direct operating expenses	1		—		—		—		1
Mall operating expenses	Mall operating expenses	3		1		2		1		4		Mall operating expenses	3		1		2		1		4
Property taxes⁽³⁾		—		—		—		—		1
Property taxes(4)												Property taxes(4)	—		—		—		—		1
Recovery of credit losses	Recovery of credit losses	(1)		—		—		(1)		—		Recovery of credit losses	(1)		—		—		(1)		—
Mall-related expenses⁽⁴⁾		$	2	$	1	$	2	$	—	$	5
For the three months ended September 30, 2019
Mall revenues:
Minimum rents⁽¹⁾		$	49	$	27	$	10	$	9	$	34
Overage rents		8		2		4		1		5
CAM, levies and direct recoveries		8		3		5		3		7
Total mall revenues		65		32		19		13		46
Mall operating expenses:
Common area maintenance		4		2		2		2		4
Marketing and other direct operating expenses		2		—		—		1		2
Mall operating expenses		6		2		2		3		6
Property taxes⁽³⁾		—		—		—		—		1

Mall-related expenses⁽⁴⁾		$	6	$	2	$	2	$	3	$	7
Mall-related expenses(5)												Mall-related expenses(5)	$	2	$	1	$	2	$	—	$	5

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		Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian		The Shoppes at Marina Bay Sands			Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Londoner		Shoppes at Parisian		The Shoppes at Marina Bay Sands

		(In millions)																			(In millions)
For the nine months ended September 30, 2021												For the nine months ended September 30, 2021
Mall revenues:												Mall revenues:
Minimum rents(1)												Minimum rents(1)	$	137	$	91	$	22	$	23	$	108
Overage rents												Overage rents	10		28		13		3		14
Rent concessions(2)												Rent concessions(2)	(25)		(1)		(3)		(4)		(20)
Other(3)												Other(3)	—		—		—		—		6
Total overage rents and rent concessions												Total overage rents and rent concessions	(15)		27		10		(1)		—
CAM, levies and direct recoveries												CAM, levies and direct recoveries	22		7		10		8		19
Total mall revenues												Total mall revenues	144		125		42		30		127
Mall operating expenses:												Mall operating expenses:
Common area maintenance												Common area maintenance	9		4		5		3		12
Marketing and other direct operating expenses												Marketing and other direct operating expenses	4		2		2		2		4
Mall operating expenses												Mall operating expenses	13		6		7		5		16
Property taxes(4)												Property taxes(4)	1		—		—		—		5
Provision for (recovery of) credit losses												Provision for (recovery of) credit losses	(1)		—		—		3		—
Mall-related expenses(5)												Mall-related expenses(5)	$	13	$	6	$	7	$	8	$	21
For the nine months ended September 30, 2020	For the nine months ended September 30, 2020											For the nine months ended September 30, 2020
Mall revenues:	Mall revenues:											Mall revenues:
Minimum rents⁽¹⁾	Minimum rents⁽¹⁾	$	146	$	91	$	28	$	27	$	102	Minimum rents(1)	$	146	$	91	$	28	$	27	$	102
Overage rents	Overage rents	4		1		2		—		5		Overage rents	4		1		2		—		5
Rent concessions⁽²⁾	Rent concessions⁽²⁾	(100)		(60)		(19)		(19)		(48)		Rent concessions(2)	(100)		(60)		(19)		(19)		(48)
Total overage rents and rent concessions	Total overage rents and rent concessions	(96)		(59)		(17)		(19)		(43)		Total overage rents and rent concessions	(96)		(59)		(17)		(19)		(43)
CAM, levies and direct recoveries	CAM, levies and direct recoveries	24		7		14		8		14		CAM, levies and direct recoveries	24		7		14		8		14
Total mall revenues	Total mall revenues	74		39		25		16		73		Total mall revenues	74		39		25		16		73
Mall operating expenses:	Mall operating expenses:											Mall operating expenses:
Common area maintenance	Common area maintenance	8		3		5		3		9		Common area maintenance	8		3		5		3		9
Marketing and other direct operating expenses	Marketing and other direct operating expenses	4		1		1		2		3		Marketing and other direct operating expenses	4		1		1		2		3
Mall operating expenses	Mall operating expenses	12		4		6		5		12		Mall operating expenses	12		4		6		5		12
Property taxes⁽³⁾		1		—		—		—		2
Property taxes(4)												Property taxes(4)	1		—		—		—		2
Provision for credit losses	Provision for credit losses	—		—		1		—		—		Provision for credit losses	—		—		1		—		—
Mall-related expenses⁽⁴⁾		$	13	$	4	$	7	$	5	$	14
For the nine months ended September 30, 2019
Mall revenues:
Minimum rents⁽¹⁾		$	145	$	82	$	29	$	29	$	100
Overage rents		13		4		8		1		12
CAM, levies and direct recoveries		25		8		14		9		19
Total mall revenues		183		94		51		39		131
Mall operating expenses:
Common area maintenance		12		5		6		5		12
Marketing and other direct operating expenses		5		1		1		3		4
Mall operating expenses		17		6		7		8		16
Property taxes⁽³⁾		—		—		—		—		4
Recovery of credit losses		—		—		—		(1)		—
Mall-related expenses⁽⁴⁾		$	17	$	6	$	7	$	7	$	20
Mall-related expenses(5)												Mall-related expenses(5)	$	13	$	4	$	7	$	5	$	14

____________________

Note: These tables exclude the results of our mall operations at Sands ~~Macao and Sands Bethlehem, which was sold in May 2019.~~Macao.

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

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

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

(4)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao, The Plaza Macao and Four Seasons ~~Hotel~~ Macao, ~~Sands Cotai Central~~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 ~~Hotel~~ Macao expired in August 2019 and August 2020, respectively, and the exemption for ~~Sands Cotai Central~~The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

~~(4)~~(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.

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

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operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

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

Development Projects

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

Macao

Our construction work ~~continues for~~on the ~~renovation, expansion and rebranding~~conversion of Sands Cotai Central into athe new destination 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, such as the Houses of Parliament and ~~Big Ben. We will add~~the Elizabeth Tower (commonly known as "Big Ben"). The Londoner Macao Hotel opened in January 2021 with 594 London-themed suites, including 14 exclusive Suites by David Beckham. The Integrated Resort also features Londoner Court, which opened on September 16, 2021 and includes approximately 370 luxury ~~suites in the Londoner Court, and the prior Holiday Inn-branded rooms and suites were converted to approximately 600 London-themed suites, referred to as~~suites. The ~~Londoner Hotel. We are utilizing suites as they are completed on a simulation basis for trial and feedback purposes. A number~~expansion of ~~new restaurants will open progressively from late 2020 and~~ our retail offerings, ~~will be expanded and~~which have been rebranded as ~~the~~ Shoppes at ~~Londoner. Construction work on the conversion of Sands Cotai Central into the new integrated resort The~~ Londoner, ~~Macao~~ is progressing. ~~We expect the Londoner Court suites to be completed in late 2020 and overall The Londoner Macao project to be delivered in phases throughout 2020 and 2021.~~

Construction of The Grand Suites at Four Seasons is now complete and features 289 additional luxury suites. We initiated approved gaming operations in this space in the first quarter of 2020 and recently obtained the hotel license for The Grand Suites at Four Seasons.

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

Singapore

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Development Agreement”) pursuant to which MBS will construct a development, the MBS Expansion Project, which will include a hotel tower with a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats. The Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately ~~$3.3~~$3.31 billion at exchange rates in effect on September 30, ~~2020)~~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, ~~MBS, entered into an amendment letter that amends~~we further amended the ~~facility agreement originally dated as of June 25,~~ 2012 ~~and extends~~Singapore Credit Facility, which, among other things, extended to June 30, 2021, the deadline for delivering the construction ~~costs~~cost estimate and the construction schedule ~~in each case~~ for the MBS Expansion Project. On September 7, 2021, we amended the 2012 Singapore Credit Facility, which further extended this deadline to March 31, 2022. We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. If we do not meet the March 31, 2022 deadline, we will not

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

Other

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

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Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:


		Nine Months Ended September 30,							Nine Months Ended September 30,
		2020		2019			2021		2020

		(In millions)							(In millions)
Net cash generated from (used in) operating activities		$	(1,316)	$	1,796
Cash flows from investing activities:
Net proceeds from sale of Sands Bethlehem		—		1,160
Net cash used in operating activities from continuing operations						Net cash used in operating activities from continuing operations	$	(345)	$	(1,239)
Cash flows from investing activities from continuing operations:						Cash flows from investing activities from continuing operations:
Capital expenditures	Capital expenditures	(1,078)		(756)		Capital expenditures	(640)		(998)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	1		1		Proceeds from disposal of property and equipment	7		1
Acquisition of intangible assets	Acquisition of intangible assets	—		(53)		Acquisition of intangible assets	(5)		—
Net cash generated from (used in) investing activities		(1,077)		352
Cash flows from financing activities:
Net cash used in investing activities from continuing operations						Net cash used in investing activities from continuing operations	(638)		(997)
Cash flows from financing activities from continuing operations:						Cash flows from financing activities from continuing operations:
Proceeds from exercise of stock options	Proceeds from exercise of stock options	22		44		Proceeds from exercise of stock options	19		22
Repurchase of common stock		—		(454)

Dividends paid and noncontrolling interest payments	Dividends paid and noncontrolling interest payments	(911)		(2,413)		Dividends paid and noncontrolling interest payments	—		(911)
Proceeds from long-term debt	Proceeds from long-term debt	1,945		3,500		Proceeds from long-term debt	2,451		1,945
Repayments on long-term debt	Repayments on long-term debt	(451)		(3,518)		Repayments on long-term debt	(1,852)		(451)
Payments of financing costs	Payments of financing costs	(30)		(127)		Payments of financing costs	(36)		(30)
Net cash generated from (used in) financing activities		575		(2,968)
Make-whole premium on early extinguishment of debt						Make-whole premium on early extinguishment of debt	(131)		—
Transaction with discontinued operations						Transaction with discontinued operations	111		(133)
Net cash generated from financing activities from continuing operations						Net cash generated from financing activities from continuing operations	562		442

Net cash generated from (used in) discontinued operations						Net cash generated from (used in) discontinued operations	2		(24)

Effect of exchange rate on cash, cash equivalents and restricted cash	Effect of exchange rate on cash, cash equivalents and restricted cash	(26)		(9)		Effect of exchange rate on cash, cash equivalents and restricted cash	(17)		(26)
Decrease in cash, cash equivalents and restricted cash	Decrease in cash, cash equivalents and restricted cash	(1,844)		(829)		Decrease in cash, cash equivalents and restricted cash	(436)		(1,844)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	4,242		4,661		Cash, cash equivalents and restricted cash at beginning of period	2,137		4,242
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	2,398	$	3,832	Cash, cash equivalents and restricted cash at end of period	1,701		2,398
Less: cash, cash equivalents and restricted cash at end of period for discontinued operations						Less: cash, cash equivalents and restricted cash at end of period for discontinued operations	(41)		(34)
Cash, cash equivalents and restricted cash at end of period from continuing operations						Cash, cash equivalents and restricted cash at end of period from continuing operations	$	1,660	$	2,364

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash ~~generated from~~used in operating activities for the nine months ended September 30, 2021, was $345 million compared to $1.24 billion for the nine months ended September 30, 2020, ~~decreased $3.11 billion~~primarily resulting from a decrease in net loss as our properties remained opened during the nine months ended September 30, 2021, with the exception of the closure of the casino at Marina Bay Sands on two different occasions (approximately 15 days total), compared to the nine months ended September 30, ~~2019. The main factor driving this decrease was the impact of the COVID-19 Pandemic on our operations,~~2020, in which ~~significantly reduced visitation to~~ our properties ~~and caused the temporary shutdown of all of our properties~~were closed at various times ~~during 2020 as described above. We had a cash usage~~and for ~~operations in 2020 of $1.32 billion due to limited revenues. The COVID-19 Pandemic impacted~~an extended period. Additionally, our net working capital ~~which was a cash outflow~~requirements decreased during the nine months ended September 30, ~~2020 as the amount~~2020.

Table of ~~receivables collected was less than the settlement of operating accrued liabilities and a reduction to outstanding chips. In addition, the~~ Contents~~$1.80 billion~~ ~~of cash flow from operations in the prior year were impacted by the land lease payment made in 2019 in connection with the MBS Expansion Project.~~

Cash Flows — Investing Activities

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

Capital expenditures for the nine months ended September 30, 2020, totaled ~~$1.08 billion.~~$998 million. Included in this amount was $857 million for construction and development activities in Macao, which consisted ~~primarily~~ of $591 million for ~~Sands Cotai Central related primarily to~~ The Londoner Macao, $147 million for The Plaza Macao and Four Seasons ~~Hotel~~ Macao related primarily to the Grand Suites at Four Seasons Macao and $103 million for The Venetian Macao. ~~Additionally, this amount included~~We also incurred capital expenditures of $137 million at Marina Bay Sands in ~~Singapore; $80 million at our Las Vegas Operating Properties;~~Singapore and $4 ~~million for corporate and other.~~

Capital expenditures for the nine months ended September 30, 2019, totaled $756 million. Included in this amount was $410 million for construction and development activities in Macao, which consisted primarily of $178 million for Sands Cotai Central related primarily to the Londoner Macao, $125 million for The Plaza Macao and

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Four Seasons Hotel Macao related primarily to the Grand Suites at Four Seasons Macao, $75 million for The Venetian Macao and $21 million for The Parisian Macao. Additionally, this amount included $134 million at Marina Bay Sands in Singapore; $153 million at our Las Vegas Operating Properties; and $57 million for corporate and other.

Cash Flows — Financing Activities

Net cash flows generated from financing activities w~~ere $575~~were $562 million for the nine months ended September 30, 2021, which was primarily attributable to net proceeds of $505 million, received from the drawdown of our SCL revolving facility, and transactions with discontinued operations. These items were partially offset by $36 million in deferred financing costs related to the issuance of the new unsecured notes at SCL and the various credit agreements.

Net cash flows generated from financing activities were $442 million for the nine months ended September 30, 2020, which was primarily attributable to ~~net proceeds of $1.49 billion~~ ~~on our various credit facilities, driven by~~ the issuance of $1.50 billion of unsecured notes at SCL, partially offset by ~~$911~~$911 million in dividend payments.

Net cash flows used in financing activities were $2.97 billion for the nine months ended September 30, 2019, which was primarily attributable to $2.41 billion in dividend payments, $454 million in common stock repurchases, $127 million in payments of financing costs and net repayments of $18 million on our various credit facilities.

Capital Financing Overview

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

In ~~June 2020,~~September 2021, SCL issued, in a private offering, ~~two~~three series of unsecured notes in an aggregate principal amount of ~~$1.50~~$1.95 billion. The net proceeds from the offering ~~will be~~along with cash on hand was used ~~for incremental liquidity~~to redeem in full the outstanding principal amount of its $1.80 billion 4.600% senior notes due 2023, any accrued interest and ~~general corporate purposes.~~the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In September ~~2020,~~2021, LVSC ~~entered into an~~extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, ~~during the period beginning on October 31, 2020,~~ through and including December 31, ~~2021.~~2022. In ~~March 2020,~~July 2021, SCL ~~entered into a~~extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the ~~maximum~~ leverage ratio does not exceed 4.0x ~~for any period beginning on,~~ and ~~including,~~the interest coverage ratio is greater than 2.50x, through January 1, ~~2020 and ending on, and including, July 1, 2021 (other than with respect to the financial year ended December 31, 2019).~~2023. In September ~~2020, SCL entered into a waiver extension and~~2021, MBS extended the 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 the leverage or interest coverage covenants ~~for~~as of the ~~financial quarters ending, and including, September 30, 2020~~last day of the fiscal quarter, through and including December 31, ~~2021.~~As2022. Our compliance with our financial covenants for periods beyond December 31, 2022, could be affected by certain factors beyond our control, such as the impact of ~~September 30, 2020, our U.S. leverage ratio, as defined per~~ the ~~respective credit facility agreement, was 2.9x compared~~COVID-19 Pandemic, including current travel and border restrictions continuing in the future. We will pursue additional waivers to meet the required financial covenant ratios, which include a maximum leverage ratio ~~allowed~~ of ~~4.0x.~~4.0x, 4.0x and 4.5x under our U.S., Macao and Singapore credit facilities, respectively, for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, if deemed necessary. We believe we will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact our ability to be in compliance with our debt covenants for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL.

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

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We held unrestricted cash and cash equivalents of approximately ~~$2.38~~$1.64 billion and restricted cash and cash equivalents of approximately ~~$17~~$16 million as of September 30, ~~2020,~~2021, of which approximately ~~$1.36 billion~~$868 million of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$1.36 billion,~~$868 million, approximately ~~$1.05 billion~~$557 million is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

We believe the cash on hand and cash flow generated from operations, as well as the ~~$3.95~~$3.94 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately ~~$2.69~~$2.71 billion at exchange rates in effect on September 30, ~~2020)~~2021) under our Singapore Delayed Draw Term Facility as of September 30, ~~2020,~~2021, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. If the construction cost estimate and construction schedule to the MBS Expansion Project are not delivered by the extended deadline, we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility after March 31, 2022 until these items are delivered to lenders. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

~~On February 21,~~ During 2020, we entered into an amendment request letter on the 2018 SCL ~~paid a dividend~~Credit Facility, which provides us with the option to increase the total borrowing capacity by an aggregate amount of ~~0.99 Hong Kong dollars (“HKD”)~~up to $1.0 billion. Subsequently on January 25, 2021, we increased the amount available under the SCL ~~stockholders (a total of $1.03~~revolving credit facility by HKD 3.83 billion ~~of which we retained $717~~(approximately $491 million ~~during~~at exchange rates in effect on September 30, 2021) to further enhance our liquidity. During the ~~nine~~three months ended March 31, 2021, SCL drew down $48 million and HKD 3.54 billion (approximately $455 million at exchange rates in effect on September 30, ~~2020).~~

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On March 26, 2020, we paid a quarterly dividend of $0.79 per common share as part of a regular cash dividend program and, during the nine months ended September 30, 2020, recorded $603 million as a distribution against retained earnings.2021) under this facility for general corporate purposes.

We have suspended our quarterly dividend program and SCL did not pay a final dividend for ~~2019~~2020 due to the impact of the COVID-19 Pandemic.

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

In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020. In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022. As of September 30, 2020, we have remaining authorization to repurchase $916 million of our outstanding common shares. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.

Aggregate Indebtedness and Other Contractual Obligations

As of September 30, ~~2020,~~2021, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, with the exception of the issuance of the ~~2026~~2027, 2029 and ~~2030~~2031 SCL Senior Notes, the repayment of the 2023 SCL Senior Note and the draw on the ~~2012 Singapore Delayed Draw Term Facility.~~2018 SCL Revolving Credit Facility of $505 million. These transactions are summarized below:


		Payments Due During Period Ending December 31,																			Payments Due During Period Ending December 31,
		2020⁽¹⁾		2021 - 2022		2023 - 2024		Thereafter		Total			2021(1)		2022 - 2023		2024 - 2025		Thereafter		Total

		(In millions)																			(In millions)
Long-Term Debt Obligations⁽²⁾	Long-Term Debt Obligations⁽²⁾											Long-Term Debt Obligations(2)
2026 and 2030 SCL Senior Notes		$	—	$	—	$	—	$	1,500	$	1,500
Singapore Delayed Draw Term Facility		—		—		—		46		46
2027, 2029 and 2031 SCL Senior Notes												2027, 2029 and 2031 SCL Senior Notes	$	—	$	—	$	—	$	1,950	$	1,950
2018 SCL Revolving Facility												2018 SCL Revolving Facility	—		503		—		—		503
Fixed Interest Payments⁽³⁾	Fixed Interest Payments⁽³⁾	17		125		122		214		478		Fixed Interest Payments(3)	—		105		108		206		419
Variable Interest Payments⁽⁴⁾	Variable Interest Payments⁽⁴⁾	—		2		2		1		5		Variable Interest Payments(4)	3		19		—		—		22
Total	Total	$	17	$	127	$	124	$	1,761	$	2,029	Total	$	3	$	627	$	108	$	2,156	$	2,894

_______________________

(1)Represents the three-month period ending December 31, ~~2020.~~2021.

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(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 23 — Long-Term Debt” for further details on these financing transactions.

(3)Represents the fixed interest payments related to the ~~2026~~2027, 2029 and ~~2030~~2031 SCL Senior Notes.

(4)Represents the variable interest payment related to the 2018 SCL Credit Facility. Based on the 1-month rate as of September 30, ~~2020, Singapore Swap~~2021, London Inter-Bank Offered Rate ("LIBOR") of 0.08% and Hong Kong Inter-Bank Offer Rate (“~~SOR”~~HIBOR”) of ~~0.12%~~0.06%, plus the applicable interest rate spread in accordance with the respective debt agreement.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we

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cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

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

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

•our ability to invest in future growth opportunities;

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

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

•unanticipated difficulties or expenditures relating to the Proposed Transaction;

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

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

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

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

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

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

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

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

•~~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 ~~initiatives~~developments and MBS Expansion Project;

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

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

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

•our insurance coverage ~~including the risk 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;

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

•our relationship with gaming promoters in Macao;

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•our dependence on chance and theoretical win rates;

•fraud and cheating;

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

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

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

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

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

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

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

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

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•labor actions and other labor problems;

•our failure to maintain the integrity of our information and information systems ~~that contain legally protected information about people~~or comply with applicable privacy and ~~company~~ 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 Limited Partnership~~Brookfield or any successor owner of the Grand Canal Shoppes; and

•the outcome of any ongoing and future litigation.

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

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

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

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

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 exposures to market risk are interest rate risk associated with our 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 futures, options, caps, forward contracts and similar

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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.

As of September 30, ~~2020,~~2021, the estimated fair value of our long-term debt was approximately ~~$14.64~~$15.09 billion, compared to its contractual value of ~~$14.03~~$14.65 billion. The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by ~~$555~~$552 million. A hypothetical 100 basis point change in LIBOR, HIBOR and the Singapore Swap Offer Rate would cause our annual interest cost on our long-term debt to change by approximately $30 million.

Foreign currency transaction ~~gains~~losses were ~~$30~~$22 million for the nine months ended September 30, ~~2020,~~2021, primarily due to U.S. dollar denominated debt issued by SCL and Singapore denominated intercompany debt reported in U.S. 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, ~~2020,~~2021, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $22 million, and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately ~~$62 million.~~$53 million (net of the impact from the foreign currency swap agreements). 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.

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ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports 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 rules and forms and such information is accumulated and communicated to the 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 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, ~~2020,~~2021, and have concluded they are effective at the reasonable assurance level.

It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance 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 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 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 were reasonably likely to have a material effect, on the 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 Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 69 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A — RISK FACTORS

In addition to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, the following risk factor was identified:

~~The COVID-19 Pandemic has adversely affected the~~We are subject to a number of ~~visitors to our facilities~~risks associated with the proposed sale of the Las Vegas Operations, and ~~disrupted~~these risks could adversely impact our operations, ~~resulting~~financial condition and business.

On March 2, 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 failure to satisfy, on a timely basis or at all, the closing conditions set forth in ~~lower revenues~~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 ~~cash flows. This adverse impact is anticipated~~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 ~~continue until~~allow the ~~global COVID-19 Pandemic is contained.~~

~~The impact~~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 ~~COVID-19 Pandemic~~Agreements;

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

•the disruption to ~~prevent its spread are expected~~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 uncertainties generated by this process or any developments or actions relating to ~~continue to impact our results, operations, cash flows and liquidity.~~it;

~~We expect~~ •the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue. Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated. Even once travel advisories and restrictions are modified or cease to be necessary, demand for integrated resorts may remain weak for a significant length of time and we cannot predict if or when the gaming and non-gaming activitiesdiversion of our properties will return to pre-outbreak levels of volume or pricing. In particular, future demand for integrated resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for meetings, incentives, conventions and exhibitions (“MICE”) resultingmanagement’s attention away from the ~~impact~~operation of the ~~COVID-19 Pandemic. In addition,~~businesses we ~~cannot predict~~are retaining;

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

•the ~~COVID-19 Pandemic will have~~restrictions on ~~our mall tenants in Macao~~ and ~~Singapore.~~

We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributionsobligations with respect to our ~~ownership interests~~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 ~~subsidiaries derived from~~market value, including the ~~earnings and cash flow generated by~~depreciation in our operating properties. If the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries’ ability to generate sufficient earnings and cash flow to pay dividends or distributions in the future will be negatively impacted. For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior or could impact our current construction projects in Macao and Singapore. There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays. The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term. Any of these events may continue to disrupt our ability to staff our business adequately, could continue to generally disrupt our operations or construction projects andmarket value if the ~~global response~~Las Vegas Sale is not completed or the failure of the transaction, even if completed, to ~~contain~~ increase our market value;

•the ~~COVID-19 Pandemic escalates or is unsuccessful, would have a material adverse effect on our business, financial condition, results~~amount and timing of ~~operations and cash flows.~~

~~If we are~~payments (if any) required ~~to raise additional capital in~~under the future, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. If our credit ratings werepost-closing contingent lease support agreement to be ~~downgraded, or general market conditions were~~entered into in connection with the closing of the Las Vegas Sale;

•failure to ~~ascribe higher risk~~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 ~~our rating levels, our industry, or us, our access~~the Las Vegas Operations pursuant to ~~capital and~~ the ~~cost of any debt financing would be further negatively impacted. In addition, the terms of future debt agreements~~Agreements, which could ~~include more restrictive covenants, or require incremental collateral, which may further restrict~~result in

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~~our business operations or be unavailable due~~reputational harm to our covenant restrictions then in effect. There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants. SCL, MBS and LVSC have each entered into a waiver and amendment request letter with their lenders to waive certain of ~~their financial requirements through January 1, 2022 for SCL and December 31, 2021 for both MBS and LVSC.~~

~~The COVID-19 Pandemic has had, and~~the businesses we are retaining that will continue to ~~have, an adverse effect on~~operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our ~~results of operations. Given~~high standards and applicable law as required under the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.Agreements.

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ITEM 6 — EXHIBITS

List of Exhibits


Exhibit No.						Description of Document
~~3.1~~2.1*						~~Second Amended~~Letter Agreement, dated as of August 3, 2021, by and ~~Restated By-Laws~~ ofamong Las Vegas Sands Corp., ~~as further amended effective~~ ~~October 20, 2020~~.Pioneer OpCo, LLC and VICI Properties L.P.
10.12.2						~~Waiver Extension and~~ Amendment ~~Request~~to Letter ~~dated September 11, 2020, with respect to the Facility~~ Agreement, dated as of ~~November 20, 2018~~October 7, 2021, by and among Las Vegas Sands ~~China,~~Corp., Pioneer OpCo, LLC and VICI Properties L.P.
4.1						Indenture, dated as ~~borrower,~~of September 23, 2021, between SCL and U.S. Bank ~~of China Limited, Macau Branch,~~National Association, as ~~agent, and the arrangers and lenders party thereto~~trustee (incorporated by reference from Exhibit ~~10.1~~4.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September ~~11, 2020)~~23, 2021).
10.2*4.2						Forms of 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior Notes due 2031 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 23, 2021).
10.1†						Amendment No. 12 to Revolving Credit Agreement, dated as of September ~~23, 2020,~~3, 2021, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September ~~23, 2020)~~3, 2021).
10.2†						Amendment Letter, dated September 7, 2021, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 7, 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						The following financial information from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, ~~2020,~~2021, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, (iii) Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, and (vi) Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

____________________

* Certain schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

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

+ 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.

October ~~23, 2020~~22, 2021

By:

/S/ SR~~HELDON~~OBERT G. AG~~DELSON~~OLDSTEIN

~~Sheldon~~Robert G. ~~Adelson~~Goldstein
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

October ~~23, 2020~~22, 2021

By:

/S/ PR~~ATRICK~~ ANDYD H~~UMONT~~YZAK

~~Patrick Dumont~~Randy Hyzak
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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	Nine Months Ended September 30,⁽¹⁾
	2020			2019			Change

	(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	74		$	183		(59.6)	%
Mall gross leasable area (in square feet)	812,934			812,953			—	%
Occupancy	84.9		%	91.4		%	(6.5)	pts
Base rent per square foot	$	302		$	275		9.8	%
Tenant sales per square foot⁽²⁾	$	935		$	1,708		(45.3)	%
Shoppes at Cotai Central⁽³⁾
Total mall revenues	$	25		$	51		(51.0)	%
Mall gross leasable area (in square feet)	525,497			524,365			0.2	%
Occupancy	85.6		%	91.3		%	(5.7)	pts
Base rent per square foot	$	100		$	105		(4.8)	%
Tenant sales per square foot⁽²⁾	$	476		$	966		(50.7)	%
Shoppes at Parisian
Total mall revenues	$	16		$	39		(59.0)	%
Mall gross leasable area (in square feet)	295,963			295,915			—	%
Occupancy	82.5		%	89.6		%	(7.1)	pts
Base rent per square foot	$	152		$	150		1.3	%
Tenant sales per square foot⁽²⁾	$	407		688			(40.8)	%
Shoppes at Four Seasons
Total mall revenues	$	39		$	94		(58.5)	%
Mall gross leasable area (in square feet)	242,425			241,363			0.4	%
Occupancy	94.3		%	92.8		%	1.5	pts
Base rent per square foot	$	544		$	484		12.4	%
Tenant sales per square foot⁽²⁾	$	2,830		$	5,078		(44.3)	%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	73		$	131		(44.3)	%
Mall gross leasable area (in square feet)	620,213			593,735			4.5	%
Occupancy	95.0		%	96.7		%	(1.7)	pts
Base rent per square foot	$	257		$	264		(2.7)	%
Tenant sales per square foot⁽²⁾	$	1,225		$	2,028		(39.6)	%