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 was identified and the disease has since spread rapidly across the
world causing the World Health Organization to declare the outbreak of a
pandemic on March 12, 2020 (the "COVID-19 Pandemic"). Governments around the
world mandated actions to contain the spread of the virus that included
stay-at-home orders, quarantines, capacity limits, closures of non-essential
businesses and significant restrictions on travel. The government actions varied
based upon the extent and severity of the COVID-19 Pandemic within their
respective countries and jurisdictions.
Visitation to the Macao Special Administrative Region ("Macao") of the People's
Republic of China has decreased substantially, driven by various government
policies limiting travel. As of the date of this report, other than people from
mainland China who may enter Macao without quarantine subject to them holding
the appropriate travel documents, a negative COVID-19 test result and a green
health-code, there remains in place a complete ban on entry or a need to undergo
enhanced quarantine requirements depending on the person's residency and recent
travel history.
Macao began administering the COVID-19 vaccine to front-line health workers on
February 9, 2021, and to the general population on March 3, 2021.
On March 3, 2021, the negative COVID-19 test requirement to enter casinos was
removed. Various other health safeguards implemented by the Macao government
remain in place, including mandatory mask protection, limitation on the number
of seats per table game, slot machine spacing and temperature checks. Management
is currently unable to determine when the remaining measures will be eased or
cease to be necessary.
All businesses including non-essential businesses are allowed to remain open.
In support of the Macao government's initiatives to fight the COVID-19 Pandemic,
we provided one tower (approximately 2,000 hotel rooms) at the Sheraton Grand
Macao to the Macao government to house individuals who returned to Macao for
quarantine purposes. This tower has been utilized for quarantine purposes on
several occasions during 2020 and 2021.
During the three months ended March 31, 2021, our Macao operations remained
open. This compared to the same period in 2020 when our Macao operations were
suspended from February 5, 2020 to February 20, 2020 due to a government
mandate, except for operations at The Londoner Macao, which resumed on February
27, 2020.
Operating hours at restaurants across our Macao properties are continuously
being adjusted in line with movements in guest visitation. The majority of
retail outlets in our Macao shopping malls are open with reduced operating
hours. The timing and manner in which these areas will return to full operation
are currently unknown.
Our Macao ferry operations between Macao and Hong Kong remain suspended. The
timing and manner in which our normal ferry operations will be able to resume
are currently unknown.
During the three months ended March 31, 2020 our Macao casino operations were
suspended from February 5, 2020 to February 20, 2020 due to a government
mandate, except for operations at The Londoner Macao, which resumed on February
27, 2020. Our Macao operations have been significantly impacted by the lack of
visitation to Macao. The Macao government announced total visitation from
mainland China to Macao decreased 31.8% during the three months ended March 31,
2021, as compared to the same period in 2020. The Macao government also
announced gross gaming revenue decreased 22.5% during the three months ended
March 31, 2021, as compared to the same period in 2020.
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As of the date of this report, entry into Singapore is largely limited to
Singapore citizens and permanent residents, with short-term visits allowed from
specified countries subject to certain requirements and health control measures.
Additionally, there are no stay-at-home orders or curfews except for certain
individuals arriving into Singapore who are subject to quarantine. All
operations are currently subject to limited capacities and other social
distancing measures.
Singapore started administering the COVID-19 vaccine on December 30, 2020 to
front-line health workers and continues to roll-out the vaccine in phases to
other groups based on priority.
The Singapore Tourism Board (the "STB") announced on March 24, 2021, that
effective April 24, 2021, business-to-business events, sporting events and live
performances, with as many as 750 people, will be allowed, provided event
organizers implement pre-event testing. The date on which nightlife venues may
reopen is unknown at this time.
As a result of the border closures, visitation to Marina Bay Sands declined. The
STB announced for the three months ended March 31, 2021, total visitation to
Singapore decreased approximately 97.4%, as compared to the same period in 2020.
In Las Vegas, beginning March 15, 2021, the limit for public events was
increased to the lesser of 250 people or 50% of the venue's capacity, provided
social distancing measures and various safety and related protocols are
followed. Large gatherings such as meetings, incentives, conventions and
exhibitions ("MICE") for more than 250 people, up to a maximum of 50% of the
venue's capacity, may be held subject to approval. Food and beverage
establishments and the gaming floor are subject to a 50% capacity limit,
compared to a previous capacity limit of 35%.
On April 13, 2021, the Governor of Nevada announced his goal to have all Nevada
counties open to 100% capacity by June 1, 2021. Decisions on social distancing
and capacity limits will transition to local authorities in each Nevada county
on May 1, 2021. Capacity and mitigation measures for gaming areas within the
State of Nevada will remain under the authority of the Nevada Gaming Control
Board. The mask requirement is a statewide standard that will continue. Other
than the aforementioned restrictions, no stay-at-home orders, curfews or
quarantines are in place. All businesses including non-essential businesses are
allowed to remain open.
Las Vegas started administering the COVID-19 vaccine in early 2021 and,
effective April 5, 2021, all individuals, 16 and older are eligible to receive
the vaccine.
During the three months ended March 31, 2021, our Las Vegas Operating Properties
were open subject to limited capacities. This compares to the same period in
2020 when our Las Vegas Operating Properties operations were suspended due to a
government mandate on March 18, 2020 through the end of the quarter.
Visitation to our Las Vegas Operating Properties has declined during the three
months ended March 31, 2021. The Las Vegas Convention and Visitors Authority
announced for the months ended January and February 2021, visitation to Las
Vegas decreased 63.5% and 53.8%, respectively, as compared to the same periods
in 2020. The Las Vegas Convention and Visitors Authority also announced for the
months ended January and February 2021, gross gaming revenue for the Las Vegas
Strip decreased 43.8% and 41.6%, respectively, as compared to the same periods
in 2020.
In connection with the Singapore and Las Vegas properties, we are adhering to
social distancing requirements, which include reduced seating at table games and
a decreased number of active slot machines on the casino floor. Additionally,
there is uncertainty around the impact the COVID-19 Pandemic will continue to
have on operations in future periods. If our Integrated Resorts are not
permitted to resume normal operations, travel restrictions such as those related
to the China Individual Visit Scheme and other global restrictions on inbound
travel from other countries are not modified or eliminated or the global
response to contain the COVID-19 Pandemic escalates or is unsuccessful, our
operations, cash flows and financial condition will be further materially
impacted.
While each of our properties are currently open and operating at reduced levels
due to lower visitation and the implementation of required safety measures as
described above, the current economic and regulatory environment on a global
basis and in each of our jurisdictions continues to evolve. We cannot predict
the manner in which governments will react as the global and regional impact of
the COVID-19 Pandemic changes over time, which could significantly alter our
current operations.
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We have a strong balance sheet and sufficient liquidity in place, including
total cash and cash equivalents balance, excluding restricted cash and cash
equivalents, of $2.07 billion and access to $1.50 billion, $2.00 billion and
$440 million of available borrowing capacity from our LVSC Revolving Facility,
2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility,
respectively, and 3.69 billion Singapore dollars ("SGD," approximately
$2.74 billion at exchange rates in effect on March 31, 2021) under our Singapore
Delayed Draw Term Facility, exclusively for capital expenditures for the Marina
Bay Sands expansion project, as of March 31, 2021. We believe we are able to
support continuing operations, complete the major construction projects that are
underway and respond to the current COVID-19 Pandemic challenges. We have taken
various mitigating measures to manage through the current environment, including
a cost and capital expenditure reduction program to minimize cash outflow of
non-essential items.
Operations
We view each of our Integrated Resort properties as an operating segment. Our
operating segments in Macao consist of The Venetian Macao; The Londoner Macao;
The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao.
Our operating segment in Singapore is Marina Bay Sands.
On March 2, 2021, we entered into definitive agreements to sell our Las Vegas
real property and operations, including The Venetian Resort Las Vegas and the
Sands Expo and Convention Center, for a total enterprise value of $6.25 billion
to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of
Apollo Global Management, Inc, and VICI Properties L.P, a subsidiary of VICI
Properties Inc. The closing of the transaction is subject to regulatory review
and other closing conditions.
Critical Accounting Policies and Estimates
For a discussion of our significant accounting policies and estimates, please
refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" presented in our 2020 Annual Report on Form 10-K filed on
February 5, 2021.
There were no newly identified significant accounting estimates during the three
months ended March 31, 2021, nor were there any material changes to the critical
accounting policies and estimates discussed in our 2020 Annual Report.
Recent Accounting Pronouncements
See related disclosure at "Item 1 - Financial Statements - Notes to Condensed
Consolidated Financial Statements - Note 1 - Organization and Business of
Company - Recent Accounting Pronouncements."
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian
Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las
Vegas Operating Properties are dependent upon the volume of patrons who stay at
the hotel, which affects the price charged for hotel rooms and our gaming
volume. Operating revenues at Sands Macao are principally driven by the volume
of gaming patrons who visit the property on a daily basis.
Management utilizes the following volume and pricing measures in order to
evaluate past performance and assist in forecasting future revenues. The various
volume measurements indicate our ability to attract patrons to our Integrated
Resorts. In casino operations, win and hold percentages indicate the amount of
revenue to be expected based on volume. In hotel operations, average daily rate
and revenue per available room indicate the demand for rooms and our ability to
capture that demand. In mall operations, base rent per square foot indicates our
ability to attract and maintain profitable tenants for our leasable space.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table
games are segregated into two groups: Rolling Chip play (composed of VIP
players) and Non-Rolling Chip play (mostly non-VIP players). The volume
measurement for Rolling Chip play is non-negotiable gaming chips wagered and
lost. The volume measurement for Non-Rolling Chip play is table games drop
("drop"), which is net markers issued (credit
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instruments), cash deposited in the table drop boxes and gaming chips purchased
and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements
are not comparable as they are two distinct measures of volume. The amounts
wagered and lost for Rolling Chip play are substantially higher than the amounts
dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is
the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling
Chip win as a percentage of drop and slot hold (amount won by the casino) as a
percentage of slot handle. Win or hold percentage represents the percentage of
Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the
casino and recorded as casino revenue. Our win and hold percentages are
calculated before discounts, commissions, deferring revenue associated with our
loyalty programs and allocating casino revenues related to goods and services
provided to patrons on a complimentary basis. Our Rolling Chip table games are
expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore,
and our Non-Rolling Chip table games have produced a trailing 12-month win
percentage of 25.7%, 22.5%, 22.7%, 22.5%, 16.3% and 18.4% at The Venetian Macao,
The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao,
Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced
a trailing 12-month hold percentage of 4.0%, 4.1%, 3.8%, 9.0%, 3.3% and 4.4% at
The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and
Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win
and hold percentages may vary from our expected win percentage and the trailing
12-month win and hold percentages. Generally, slot machine play is conducted on
a cash basis. In Macao and Singapore, 15.9% and 12.1%, respectively, of our
table games play was conducted on a credit basis for the three months ended
March 31, 2021.
Casino revenue measurements for the U.S.: The volume measurements in the U.S.
are slot handle, as previously described, and table games drop, which is the
total amount of cash and net markers issued (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%. 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 62.7% of our table games play at our Las Vegas
Operating Properties, for the three months ended March 31, 2021, was conducted
on a credit basis.
Hotel revenue measurements: Performance indicators used are occupancy rate (a
volume indicator), which is the average percentage of available hotel rooms
occupied during a period and average daily room rate ("ADR," a price indicator),
which is the average price of occupied rooms per day. Available rooms exclude
those rooms unavailable for occupancy during the period due to renovation,
development or other requirements (such as government mandated closure, lodging
for team members and usage by the Macao and Singapore governments for quarantine
measures). The calculations of the occupancy rate and ADR include the impact of
rooms provided on a complimentary basis. Revenue per available room ("RevPAR")
represents a summary of hotel ADR and occupancy. Because not all available rooms
are occupied, ADR is normally higher than RevPAR. Reserved rooms where the
guests do not show up for their stay and lose their deposit, or where guests
check out early, may be re-sold to walk-in guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales
per square foot are used as performance indicators. Occupancy represents gross
leasable occupied area ("GLOA") divided by gross leasable area ("GLA") at the
end of the reporting period. GLOA is the sum of: (1) tenant occupied space under
lease and (2) tenants no longer occupying space, but paying rent. GLA does not
include space currently under development or not on the market for lease. Base
rent per square foot is the weighted average base or minimum rent charge in
effect at the end of the reporting period for all tenants that would qualify to
be included in occupancy. Tenant sales per square foot is the reported
comparable sales for the trailing 12 months divided by the comparable square
footage for the same period. Only tenants that have been open for a minimum of
12 months are included in the tenant sales per square foot calculation.
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Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020
Summary Financial Results
Our financial results were adversely impacted by decreased visitation at our
properties due to the COVID-19 Pandemic, as well as by our properties
temporarily operating at a reduced capacity due to social distancing measures.
See "COVID-19 Pandemic" for further information. Net revenues for the three
months ended March 31, 2021, decreased 15.6% to $1.20 billion, compared to $1.42
billion for the three months ended March 31, 2020. Operating loss was $96
million compared to operating income of $6 million for the three months ended
March 31, 2020. Net loss was $280 million for the three months ended March 31,
2021, compared to net loss of $92 million for the three months ended March 31,
2020.
Operating Revenues
Our net revenues consisted of the following:
                                              Three Months Ended March 31,
                                                                                Percent
                                             2021                   2020        Change

                                                  (Dollars in millions)
Casino                           $          865                   $ 1,075       (19.5) %
Rooms                                        96                       141       (31.9) %
Food and beverage                            56                        64       (12.5) %
Mall                                        156                       103        51.5  %
Convention, retail and other                 23                        34       (32.4) %
Total net revenues               $        1,196                   $ 1,417       (15.6) %


Consolidated net revenues were $1.20 billion for the three months ended March
31, 2021, a decrease of $221 million compared to $1.42 billion for the three
months ended March 31, 2020. The decrease was across our jurisdictions and
properties with decreases of $186 million and $35 million at Marina Bay Sands
and our Macao operations, respectively. These decreases were driven by the
COVID-19 Pandemic described above and the related reduction in visitation due to
travel restrictions and our properties operating at a reduced capacity due to
social distancing measures.
Net casino revenues decreased $210 million compared to the three months ended
March 31, 2020. The change was driven by a $136 million decrease at Marina Bay
Sands due to decreases in Non-Rolling Chip drop and Rolling Chip volume. Casino
revenues at our Macao operations decreased $74 million due to decreases in
Rolling Chip volume, Non-Rolling Chip drop and slot handle. These decreases were
driven by lower visitation across our properties due the impact of the COVID-19
Pandemic described above. The following table summarizes the results of our
casino activity:
                                              Three Months Ended March 31,
                                       2021                      2020         Change

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


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                                                     Three Months Ended March 31,
                                              2021                      2020         Change

                                                         (Dollars in millions)
The Londoner Macao
Total net casino revenues                $        91                 $   123        (26.0)   %
Non-Rolling Chip drop                    $       408                 $   556        (26.6)   %
Non-Rolling Chip win percentage                 21.7   %                22.0  %      (0.3) pts
Rolling Chip volume                      $       523                 $   167        213.2    %
Rolling Chip win percentage                     3.71   %                5.85  %     (2.14) pts
Slot handle                              $       197                 $   367        (46.3)   %
Slot hold percentage                             3.9   %                 4.4  %      (0.5) pts
The Parisian Macao
Total net casino revenues                $        59                 $   115        (48.7)   %
Non-Rolling Chip drop                    $       300                 $   390        (23.1)   %
Non-Rolling Chip win percentage                 23.0   %                23.8  %      (0.8) pts
Rolling Chip volume                      $       114                 $ 1,890        (94.0)   %
Rolling Chip win percentage                    (3.01)  %                2.49  %     (5.50) pts
Slot handle                              $       223                 $   432        (48.4)   %
Slot hold percentage                             3.4   %                 3.5  %      (0.1) pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues                $       115                 $    83         38.6    %
Non-Rolling Chip drop                    $       256                 $   210         21.9    %
Non-Rolling Chip win percentage                 24.1   %                29.9  %      (5.8) pts
Rolling Chip volume                      $     1,436                 $ 1,626        (11.7)   %
Rolling Chip win percentage                     5.93   %                2.84  %      3.09  pts
Slot handle                              $         4                 $    37        (89.2)   %
Slot hold percentage                            10.8   %                 4.7  %       6.1  pts
Sands Macao
Total net casino revenues                $        31                 $    64        (51.6)   %
Non-Rolling Chip drop                    $       122                 $   250        (51.2)   %
Non-Rolling Chip win percentage                 15.1   %                20.1  %      (5.0) pts
Rolling Chip volume                      $       484                 $   507         (4.5)   %
Rolling Chip win percentage                     4.34   %                4.37  %     (0.03) pts
Slot handle                              $       158                 $   276        (42.8)   %
Slot hold percentage                             3.4   %                 3.0  %       0.4  pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues                $       303                 $   439        (31.0)   %
Non-Rolling Chip drop                    $       674                 $ 1,077        (37.4)   %
Non-Rolling Chip win percentage                 19.1   %                19.8  %      (0.7) pts
Rolling Chip volume                      $     1,512                 $ 6,639        (77.2)   %
Rolling Chip win percentage                     5.59   %                3.53  %      2.06  pts
Slot handle                              $     3,745                 $ 2,870         30.5    %
Slot hold percentage                             4.2   %                 4.3  %      (0.1) pts


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                                                 Three Months Ended March 31,
                                         2021                        2020        Change

                                                    (Dollars in millions)
U.S. Operations:
Las Vegas Operating Properties(1)
Total net casino revenues           $       53                     $ 102        (48.0)   %
Table games drop                    $      335                     $ 446        (24.9)   %
Table games win percentage                 9.3   %                  19.9  %     (10.6) pts
Slot handle                         $      625                     $ 603          3.6    %
Slot hold percentage                       8.1   %                   8.2  %      (0.1) 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 $45 million compared to the three months ended March 31,
2020. The decrease was primarily due to reduced room rates driven by lower
visitation across our properties. The following table summarizes the results of
our room activity:
                                                      Three Months Ended March 31,
                                              2021                        2020        Change

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

232 (65.9) %

__________________________

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


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Food and beverage revenues decreased $8 million compared to the three months
ended March 31, 2020. The decrease was due to an $8 million decrease at Marina
Bay Sands as a result of the COVID-19 Pandemic described above.
Mall revenues increased $53 million compared to the three months ended March 31,
2020. The increase was primarily due to a decrease of $45 million in rent
concessions granted to our mall tenants in Macao and Singapore compared to the
three months ended March 31, 2020, as well as a $12 million increase in turnover
rents.
For further information related to the financial performance of our malls, see
"Additional Information Regarding our Retail Mall Operations." The following
table summarizes the results of our malls on the Cotai Strip in Macao and in
Singapore:
                                                                         Three Months Ended March 31,
                                                              2021                  2020                 Change

                                                                         (Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues                                      $        46           $        29                  58.6    %
Mall gross leasable area (in square feet)                    812,936               812,934                     -    %
Occupancy                                                       79.9   %              90.5  %              (10.6) pts
Base rent per square foot                                $       301           $       281                   7.1    %
Tenant sales per square foot(1)                          $       940           $     1,460                 (35.6)   %
Shoppes at Londoner(2)
Total mall revenues                                      $        14           $         9                  55.6    %
Mall gross leasable area (in square feet)                    515,958               525,247                  (1.8)   %
Occupancy                                                       81.0   %              88.3  %               (7.3) pts
Base rent per square foot                                $       102           $       103                  (1.0)   %
Tenant sales per square foot(1)                          $       576           $       780                 (26.2)   %
Shoppes at Parisian
Total mall revenues                                      $        10           $         6                  66.7    %
Mall gross leasable area (in square feet)                    296,145               295,920                   0.1    %
Occupancy                                                       79.8   %              87.9  %               (8.1) pts
Base rent per square foot                                $       151           $       148                   2.0    %
Tenant sales per square foot(1)                          $       422           $       687                 (38.6)   %
Shoppes at Four Seasons
Total mall revenues                                      $        39           $        17                 129.4    %
Mall gross leasable area (in square feet)                    244,104               242,425                   0.7    %
Occupancy                                                       94.0   %              93.2  %                0.8  pts
Base rent per square foot                                $       543           $       552                  (1.6)   %
Tenant sales per square foot(1)                          $     3,665           $     4,781                 (23.3)   %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues                                      $        47           $        42                  11.9    %
Mall gross leasable area (in square feet)                    620,297               593,756                   4.5    %
Occupancy                                                       98.9   %              96.4  %                2.5  pts
Base rent per square foot                                $       264           $       264                     -    %
Tenant sales per square foot(1)                          $     1,048           $     1,917                 (45.3)   %


__________________________


Note:  This table excludes the results of our mall operations at Sands Macao.
(1)  Tenant sales per square foot is the sum of reported comparable sales for
the trailing 12 months divided by the comparable square footage for the same
period.
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(2)  The Shoppes at Londoner will feature up to an estimated 600,000 square feet
of gross leasable area upon completion of all phases of the renovation,
rebranding and expansion to The Londoner Macao.
Convention, retail and other revenues decreased $11 million compared to the
three months ended March 31, 2020, primarily driven by decreases of $5 million
and $4 million at Marina Bay Sands and our Macao properties, respectively, as a
result of decreased visitation across our properties and the cancellation of
MICE events due to the COVID-19 Pandemic described above.
Operating Expenses
Our operating expenses consisted of the following:
                                                                           Three Months Ended March 31,
                                                                                                            Percent
                                                                 2021                   2020                Change

                                                                              (Dollars in millions)
Casino                                                     $          578          $       648                 (10.8) %
Rooms                                                                  42                   46                  (8.7) %
Food and beverage                                                      71                   82                 (13.4) %
Mall                                                                   15                   17                 (11.8) %
Convention, retail and other                                           22                   35                 (37.1) %
Provision for credit losses                                             4                   14                 (71.4) %
General and administrative                                            225                  229                  (1.7) %
Corporate                                                              49                   59                 (16.9) %
Pre-opening                                                             5                    5                     -  %
Development                                                             9                    6                  50.0  %
Depreciation and amortization                                         255                  253                   0.8  %
Amortization of leasehold interests in land                            14                   14                     -  %
Loss on disposal or impairment of assets                                3                    3                     -  %
Total operating expenses                                   $        1,292          $     1,411                  (8.4) %


Operating expenses were $1.29 billion for the three months ended March 31, 2021,
a decrease of $119 million compared to $1.41 billion for the three months ended
March 31, 2020, primarily driven by a decrease in casino expenses of $70
million. Additionally, convention, retail and other expenses decreased $13
million and food and beverage expenses decreased $11 million. The decreases were
mainly driven by decreased visitation due to the 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. 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 $70 million compared to the three months ended March
31, 2020. The decrease was primarily attributable to a $59 million decrease in
gaming taxes resulting from decreased casino revenues, as previously described.
Food and beverage expenses decreased $11 million compared to the three months
ended March 31, 2020, due to decreases of $6 million and $5 million at Marina
Bay Sands and our Macao properties, respectively. These decreases are consistent
with the reduction in food and beverage revenues.
Convention, retail and other expenses decreased $13 million compared to the
three months ended March 31, 2020, primarily driven by an $8 million decrease in
ferry expenses resulting from the suspension of ferry operations between Macao
and Hong Kong, which began on January 30, 2020 and continues to remain suspended
in response to the COVID-19 Pandemic. Additionally, expenses at our Macao
properties decreased $6 million, consistent with the decrease in convention,
retail and other revenues discussed above.
Provision for credit losses decreased $10 million compared to the three months
ended March 31, 2020, primarily due to the collection of previously reserved
patron balances. 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
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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.
Corporate expenses decreased $10 million compared to the three months ended
March 31, 2020, due to decreases of $8 million in payroll expense and $2 million
in travel expenses.
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.
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 9 - Segment Information" for a reconciliation of consolidated
adjusted property EBITDA to net income/loss):
                                                                     Three Months Ended March 31,
                                                                                                      Percent
                                                          2021                   2020                 Change

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

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

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


__________________________
N.M. Not Meaningful
(1)  Consolidated adjusted property EBITDA, which is a non-GAAP financial
measure, is used by management as the primary measure of the operating
performance of our segments. Consolidated adjusted property EBITDA is net income
(loss) from continuing operations before stock-based compensation expense,
corporate expense, pre-opening expense, development expense, depreciation and
amortization, amortization of leasehold interests in land, gain or loss on
disposal or impairment of assets, interest, other income or expense, gain or
loss on modification or early retirement of debt and income taxes. Consolidated
adjusted property EBITDA is a supplemental non-GAAP financial measure used by
management, as well as industry analysts, to evaluate operations and operating
performance. In particular, management utilizes consolidated adjusted property
EBITDA to compare the operating profitability of its operations with those of
its competitors, as well as a basis for determining certain incentive
compensation. Integrated Resort companies have historically reported adjusted
property EBITDA as a supplemental performance measure to GAAP financial
measures. In order to view the operations of their properties on a more
stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp.,
have historically excluded certain expenses that do not relate to the management
of specific properties, such as pre-opening expense, development expense and
corporate expense, from their adjusted property EBITDA calculations.
Consolidated adjusted property EBITDA should not be interpreted as an
alternative to income from operations (as an indicator of operating performance)
or to cash flows from operations (as a measure of liquidity), in each case, as
determined in accordance with GAAP. We have significant uses of cash flow,
including capital expenditures, dividend payments, interest payments, debt
principal repayments and income taxes, which are not reflected in consolidated
adjusted property EBITDA. Not all companies calculate adjusted property EBITDA
in the same manner. As a result, our presentation of consolidated adjusted
property EBITDA may not be directly comparable to similarly titled measures
presented by other companies.
(2)The Las Vegas Operating Properties are classified as a discontinued operation
held for sale.
Adjusted property EBITDA at our Macao operations increased $33 million compared
with the three months ended March 31, 2020, primarily due to an increase in
revenue from mall operations, as well as decreased payroll
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costs driven by the implementation of payroll cost saving initiatives noted
above, partially offset by decreased casino and room revenues driven by
decreased visitation at our properties due to the COVID-19 Pandemic.
Adjusted property EBITDA at Marina Bay Sands decreased $138 million compared to
the three months ended March 31, 2020, primarily due to decreased casino
revenues, driven by decreased visitation at our property due to the COVID-19
Pandemic.
Discontinued Operations
Adjusted property EBITDA at our Las Vegas Operating Properties decreased $135
million compared to the three months ended March 31, 2020, primarily due to no
MICE events during the three months ended March 31, 2021, and decreased room and
casino revenues, driven by decreased visitation to our property and State of
Nevada mandated limits on public gatherings due to the COVID-19 Pandemic.
Interest Expense
The following table summarizes information related to interest expense:
                                              Three Months Ended March 31,
                                             2021                        2020

                                                 (Dollars in millions)
Interest cost                          $         158                  $    132

Less - capitalized interest                       (4)                       (4)
Interest expense, net                  $         154                  $    128

Weighted average total debt balance    $      14,340                  $ 

12,483


Weighted average interest rate                   4.4   %                   

4.2 %




Interest cost increased $26 million compared to the three months ended March 31,
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 a draw on the SCL revolver during the three months ended March 31, 2021. The
weighted average interest rate also increased to 4.4% for the three months ended
March 31, 2021, compared to 4.2% for the three months ended March 31, 2020.
Other Factors Affecting Earnings
Other expense was $17 million for the three months ended March 31, 2021,
compared to other income of $39 million for the three months ended March 31,
2020. Other expense during the three months ended March 31, 2021, consisted
primarily of $16 million of foreign transaction losses, driven by U.S.
dollar-denominated debt held by SCL. Other income during the three months ended
March 31, 2020, consisted primarily of $38 million of foreign currency
transaction gains primarily driven by the U.S. dollar-denominated debt held by
SCL and Singapore dollar-denominated intercompany debt reported in U.S. dollars.
Our income tax expense was $14 million on a loss before income taxes of $266
million for the three months ended March 31, 2021, resulting in a 5.3% effective
income tax rate. This compares to a 31.4% effective income tax rate for the
three months ended March 31, 2020. The income tax expense for the three months
ended March 31, 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. During
the three months ended March 31, 2021, we recorded a valuation allowance of
$20 million related to certain U.S. foreign tax credits, which we no longer
expect to utilize due to lower forecasted U.S. taxable income in years following
the sale of the Las Vegas Operations.
The net loss attributable to our noncontrolling interests was $64 million for
the three months ended March 31, 2021, compared to $50 million for the three
months ended March 31, 2020. These amounts are related to the noncontrolling
interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our Integrated Resorts at The Venetian Macao,
The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao
and Marina Bay Sands. Management believes being in
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the retail mall business and, specifically, owning some of the largest retail
properties in Asia will provide meaningful value for us, particularly as the
retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service
offerings provided by our Integrated Resorts. Our strategy is to seek out
desirable tenants that appeal to our patrons and provide a wide variety of
shopping options. We generate our mall revenues primarily from leases with
tenants through minimum base rents, overage rents, and reimbursements for common
area maintenance ("CAM") and other expenditures.
The following tables summarize the results of our mall operations on the Cotai
Strip and at Marina Bay Sands for the three months ended March 31, 2021 and
2020:
                                                               Shoppes at
                                          Shoppes at              Four              Shoppes at           Shoppes at           The Shoppes at Marina
                                           Venetian             Seasons              Londoner             Parisian                  Bay Sands

                                                                                        (In millions)
For the three months ended March 31,
2021
Mall revenues:
Minimum rents(1)                        $        46          $        31          $         8          $         9          $                   37
Overage rents                                     2                    6                    4                    1                               4
Rent concessions(2)                              (9)                   -                   (2)                  (2)                             (6)
Other(3)                                          -                    -                    -                    -                               6
Total overage rents, rent concessions
and other                                        (7)                   6                    2                   (1)                              4
CAM, levies and direct recoveries                 7                    2                    4                    2                               6
Total mall revenues                              46                   39                   14                   10                              47
Mall operating expenses:
Common area maintenance                           3                    1                    1                    1                               4
Marketing and other direct operating
expenses                                          1                    1                    1                    -                               2
Mall operating expenses                           4                    2                    2                    1                               6
Property taxes(4)                                 1                    -                    -                    -                               2
Recovery of credit losses                        (1)                   -                    -                    -                               -
Mall-related expenses(5)                $         4          $         2          $         2          $         1          $                    8
For the three months ended March 31,
2020
Mall revenues:
Minimum rents(1)                        $        50          $        30          $        10          $         9          $                   35
Overage rents                                     -                    1                    1                    -                               3
Rent concessions(2)                             (29)                 (17)                  (6)                  (5)                             (2)
Total overage rents and rent
concessions                                     (29)                 (16)                  (5)                  (5)                              1
CAM, levies and direct recoveries                 8                    3                    4                    2                               6
Total mall revenues                              29                   17                    9                    6                              42
Mall operating expenses:
Common area maintenance                           3                    1                    1                    1                               4
Marketing and other direct operating
expenses                                          2                    1                    1                    1                               2
Mall operating expenses                           5                    2                    2                    2                               6
Property taxes(4)                                 -                    -                    -                    -                               1
Provision for credit losses                       3                    1                    1                    1                               -
Mall-related expenses(5)                $         8          $         3          $         3          $         3          $                    7


____________________
Note:  These tables exclude the results of our mall operations at Sands Macao.
(1)Minimum rents include base rents and straight-line adjustments of base rents.
(2)Rent concessions were provided to tenants as a result of the COVID-19
Pandemic and the impact on mall operations.
(3)The amount for Marina Bay Sands of $6 million related to a grant provided by
the Singapore government to lessors to support small and medium enterprises
impacted by the COVID-19 Pandemic in connection with their rent obligations.
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(4)Commercial property that generates rental income is exempt from property tax
for the first six years for newly constructed buildings in Cotai. Each property
is also eligible to obtain an additional six-year exemption, provided certain
qualifications are met. To date, The Venetian Macao, The Plaza Macao and Four
Seasons Macao, The Londoner Macao and The Parisian Macao have obtained a second
exemption. The exemption for The Venetian Macao and The Plaza Macao and Four
Seasons Macao expired in August 2019 and August 2020, respectively, and the
exemption for The Londoner Macao and The Parisian Macao will be expiring in
December 2027 and September 2028, respectively.
(5)Mall-related expenses consist of CAM, marketing fees and other direct
operating expenses, property taxes and provision for credit losses, but excludes
depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net
operating income ("NOI") as a useful supplemental measure of a mall's operating
performance. Because NOI excludes general and administrative expenses, interest
expense, impairment losses, depreciation and amortization, gains and losses from
property dispositions, allocations to noncontrolling interests and provision for
income taxes, it provides a performance measure that, when compared year over
year, reflects the revenues and expenses directly associated with owning and
operating commercial real estate properties and the impact on operations from
trends in occupancy rates, rental rates and operating costs.
In the tables above, we believe taking total mall revenues less mall-related
expenses provides an operating performance measure for our malls. Other mall
operating companies may use different methodologies for deriving mall-related
expenses. As such, this calculation may not be comparable to the NOI of other
mall operating companies.
Development Projects
We regularly evaluate opportunities to improve our product offerings, such as
refreshing our meeting and convention facilities, suites and rooms, retail
malls, restaurant and nightlife mix and our gaming areas, as well as other
anticipated revenue-generating additions to our Integrated Resorts.
Macao
Our construction work on the conversion of Sands Cotai Central into the new
destination Integrated Resort, The Londoner Macao, is progressing. This project
is being delivered in phases, which started in 2020 and will continue throughout
2021. Upon completion, The Londoner Macao will feature new attractions and
features internally and externally from London, including some of London's most
recognizable landmarks, such as the Houses of Parliament and The Elizabeth Tower
(commonly known as "Big Ben"). The Londoner Macao Hotel opened in January 2021
with approximately 600 London-themed suites, including 14 exclusive Suites by
David Beckham. The Integrated Resort will also feature the Londoner Court with
approximately 370 luxury suites; construction of the Londoner Court is now
complete and is expected to open in 2021. Our retail offerings will be expanded
and rebranded as the Shoppes at Londoner.
We anticipate the total costs associated with The Londoner Macao development
projects described above and the recently completed The Grand Suites at Four
Seasons to be approximately $2.2 billion. The ultimate costs and completion
dates for The Londoner Macao development are subject to change as we complete
the project.
Singapore
In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. ("MBS")
and the Singapore Tourism Board (the "STB") entered into a development agreement
(the "Development Agreement") pursuant to which MBS will construct a
development, the MBS Expansion Project, which will include a hotel tower with a
rooftop attraction, convention and meeting facilities and a state-of-the-art
live entertainment arena with approximately 15,000 seats. The Development
Agreement provides for a total project cost of approximately SGD 4.5 billion
(approximately $3.3 billion at exchange rates in effect on March 31, 2021). The
amount of the total project cost will be finalized as we complete design and
development and begin construction. In connection with the Development
Agreement, MBS entered into a lease with the STB for the parcels of land
underlying the project. In April 2019 and in connection with the lease, MBS
provided various governmental agencies in Singapore the required premiums,
deposits, stamp duty, goods and services tax and other fees in an aggregate
amount of approximately SGD 1.54 billion (approximately $1.14 billion at
exchange rates in effect at the time of the transaction). We amended our 2012
Singapore Credit Facility to provide for the financing of the development and
construction costs, fees and other expenses related to the MBS Expansion Project
pursuant to the Development Agreement. On June 18, 2020, we
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further amended the 2012 Singapore Credit Facility, which, among other things,
extends to June 30, 2021, the deadline for delivering the construction costs
estimate and the construction schedule for the MBS Expansion Project.
Other
We continue to evaluate additional development projects in each of our markets
and pursue new development opportunities globally.
Liquidity and Capital Resources
Cash Flows - Summary
Our cash flows consisted of the following:

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