What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-07-21 compared with 2023-04-21 · 474 added, 118 removed, 447 unchanged (57% of the section changed)

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

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

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

The Macao government announced total visitation from mainland China to Macao increased approximately 118.3% and decreased approximately 50.1%, during the five months ended May 31, 2023 (the latest statistics currently available), as compared to the same period in 2022 and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue increased approximately 205.1% and decreased approximately 46.4%, during the six months ended June 30, 2023, as compared to the same period in 2022 and 2019, respectively.

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

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

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

However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel and had a positive impact on operations at Marina Bay Sands.

During February 2023, any remaining COVID-19 border measures were lifted.

Airlift passenger movement has increased with 15 million passengers having passed through Singapore's Changi Airport from January through May 2023 (the latest statistics currently available), an increase of 222% and a decrease of 18% compared to the same period in 2022 and 2019, respectively.

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

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

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

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

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 1.5 million in 2022 to 6.3 million for the six months ended June 30, 2023, while visitation decreased 32.6% when compared to the same period in 2019.

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

However, we have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.77 billion and access to $1.50 billion, $1.74 billion and $435 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of June 30, 2023.

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

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For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2022 Annual Report on Form 10-K filed on February 3, 2023.

There were no newly identified significant accounting estimates during the three months ended March 31, 2023, nor were there any material changes to the critical accounting policies and estimates discussed in our 2022 Annual Report.

There were no newly identified significant accounting policies and estimates during the six months ended June 30, 2023, nor were there any material changes to the critical accounting policies and estimates discussed in our 2022 Annual Report.

Recent Accounting Pronouncements

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Generally, slot machine play is conducted on a cash basis.

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

In Macao and Singapore, 10.3% and 12.5%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2023.

Hotel revenue measurements:

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

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

Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022

Summary Financial Results

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

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

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

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

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

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

The Company continues to see positive financial results in the second quarter of 2023 due to the lift of COVID-19 restrictions in Macao in January 2023 and elimination of restrictions in Singapore in April 2022, respectively.

Net revenues for the three months ended June 30, 2023, were $2.54 billion, compared to $1.05 billion for the three months ended June 30, 2022.

Operating income was $537 million for the three months ended June 30, 2023, compared to an operating loss of $147 million for the three months ended June 30, 2022.

Net income from continuing operations was $368 million for the three months ended June 30, 2023, compared to a net loss from continuing operations of $414 million for the three months ended June 30, 2022.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Percent

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Total net revenues $ 2,542 $ 1,045 143.3 %

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

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

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

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

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

Consolidated net revenues were $2.54 billion for the three months ended June 30, 2023, an increase of $1.50 billion compared to $1.05 billion for the three months ended June 30, 2022.

The increase was due to increases of $1.25 billion and $245 million at our Macao operations and Marina Bay Sands, respectively.

Net casino revenues increased $1.15 billion compared to the three months ended June 30, 2022.

The increase was due to increases of $1.0 billion and $149 million at our Macao operations and Marina Bay Sands, respectively.

The lift of COVID-19 restrictions in Macao beginning in late December 2022 and elimination of restrictions in April 2022 in Singapore has continued to result in increased visitation and table games and slot volumes across our properties.

The increase was partially offset by a decrease driven by lower win percentages.

The following table summarizes the results of our casino activity:

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Change

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Slot hold percentage 3.0 % 2.7 % 0.3 pts

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Change

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

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

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

Room revenues increased $199 million compared to the three months ended June 30, 2022.

The increase was due to increases of $151 million and $48 million at our Macao operations and Marina Bay Sands, respectively, due to increased occupancy rates and ADR driven by increased visitation as pandemic-related restrictions were lifted in Macao beginning in December 2022 and eliminated in Singapore in April 2022.

The following table summarizes the results of our room activity:

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Change

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Revenue per available room (RevPAR) $ 160 $ 72 122.2 %

Three Months Ended June 30,

2023 2022 Change

Singapore Operations:

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__________________________

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

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

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

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

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

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

(1) During the three months ended June 30, 2023 and 2022, approximately 2,100 and 2,000 rooms, respectively, were available for use.

Food and beverage revenues increased $80 million compared to the three months ended June 30, 2022.

Our new outlets in Macao and Singapore and increased business volume across our food and beverage outlets and in banquet operations resulted in increases of $44 million and $36 million at our Macao operations and Marina Bay Sands, respectively.

Mall revenues increased $24 million compared to the three months ended June 30, 2022.

The increase was due to increases of $22 million in Macao, driven by a decrease in rent concessions granted to our mall tenants and an increase in turnover and overage rents, and $2 million at Marina Bay Sands, driven by an increase in base rent.

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

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Change

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$ 5,825 $ 5,139 13.3 %

Three Months Ended June 30,

2023 2022 Change

Singapore Operations:

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

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

As a result of the COVID-19 pandemic, tenants were provided rent concessions during the three months ended June 30, 2022.

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

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

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

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

Convention, retail and other revenues increased $41 million compared to the three months ended June 30, 2022.

The increase was primarily due to a $31 million increase at our Macao operations, primarily driven by increases of $16 million in ferry operations due to the resumption of ferry services in January 2023.

We also had increases of $8 million in retail and other revenues (e.g., limo and spa) and $5 million in entertainment revenue, driven by increased visitation.

In addition, a $10 million increase at Marina Bay Sands was driven primarily by increases of $7 million in convention revenue and $3 million in other revenues (e.g., museum, SkyPark and transportation).

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Our operating expenses consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Percent

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Convention, retail and other 50 24 108.3 %

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

Provision for credit losses 5 2 150.0 %

General and administrative 279 238 17.2 %

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Amortization of leasehold interests in land 14 14 — %

Loss on disposal or impairment of assets 14 6 133.3 %

Loss on disposal or impairment of assets 4 — N.M.

Total operating expenses $ 2,005 $ 1,192 68.2 %

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

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

__________________________

Not meaningful.

Operating expenses were $2.01 billion for the three months ended June 30, 2023, an increase of $813 million compared to $1.19 billion for the three months ended June 30, 2022, primarily driven by increases of $589 million in casino expenses, $44 million in food and beverage expenses, $41 million in general and administrative expenses, $32 million in development expenses, $32 million in depreciation and amortization, $30 million in rooms expenses and $26 million in convention, retail and other expenses.

Casino expenses increased $589 million compared to the three months ended June 30, 2022.

The increase was primarily attributable to increases of $485 million and $42 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues, increases in gaming tax rates of 1% in Macao and 3% in Singapore, and a 1% increase in value added tax in Singapore.

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

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

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

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

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

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

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

The $10 million decrease was primarily

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

Room expenses increased $30 million compared to the three months ended June 30, 2022.

The increase was attributable to increases of $22 million and $8 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased occupancy.

Food and beverage expenses increased $44 million compared to the three months ended June 30, 2022.

The increase was due to increases of $26 million and $18 million at Marina Bay Sands and our Macao operations, respectively, primarily driven by increased food outlet and banquet operation volumes.

Convention, retail and other expenses increased $26 million compared to the three months ended June 30, 2022, primarily driven by increases of $21 million and $5 million at our Macao operations and Marina Bay Sands, respectively.

The increases were primarily driven by increases of $9 million in ferry operation expenses due to the resumption of ferry services in January 2023, $5 million in entertainment expenses due to increased event volume, $3 million in limo expenses, $2 million in convention expenses and $1 million in retail expenses.

Provision for credit losses was $5 million for three months ended June 30, 2023, compared to $2 million for the three months ended June 30, 2022.

The $3 million increase was primarily driven by an increase in casino provisions in Singapore consistent with credit issued associated with increased gaming volumes.

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 $33 million compared to the three months ended March 31, 2022.

General and administrative expenses increased $41 million compared to the three months ended June 30, 2022.

The increase was primarily due to increases of $22 million and $19 million at Marina Bay Sands and our Macao operations, respectively, driven by increases in payroll and marketing costs, utilities and property taxes.

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

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

Development expenses were $54 million for the three months ended June 30, 2023, compared to $22 million for the three months ended June 30, 2022.

During the three months ended June 30, 2023, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in New York, Texas and digital gaming related efforts.

Development costs are expensed as incurred.

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

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

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

Depreciation and amortization increased $32 million compared to the three months ended June 30, 2022.

The increase was primarily due to a $25 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter.

Loss on disposal or impairment of assets was $4 million for three months ended June 30, 2023.

The losses incurred for the three months ended June 30, 2023, were primarily due to $2 million in demolition costs related to the renovation at Marina Bay Sands.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended March 31,

Three Months Ended June 30,

2023 2022 Percent

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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.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our 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.

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

Three Months Ended March 31,

Three Months Ended June 30,

(In millions)

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Interest expense, net of amounts capitalized (210) (162)

Other expense (35) (22)

Income tax expense (50) (2)

Other income (expense) 14 (9)

Income tax (expense) benefit (49) (110)

Net income (loss) from continuing operations $ 368 $ (414)

__________________________

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

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

Adjusted property EBITDA at Marina Bay Sands increased $273 million compared to the three months ended March 31, 2022, primarily due to increases in casino, room, food and beverage and mall revenues due to the reopening of borders and elimination of most pandemic-related restrictions in April 2022.

(a) During the three months ended June 30, 2023 and 2022, we recorded stock-based compensation expense of $20 million and $15 million, respectively, of which $12 million and $9 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $651 million compared with the three months ended June 30, 2022, primarily due to increases in casino, room, food and beverage and mall revenues due to increased visitation at our Macao properties driven by the lift of most COVID-19 restrictions in late December 2022 and early January 2023.

Adjusted property EBITDA at Marina Bay Sands increased $113 million compared to the three months ended June 30, 2022, primarily due to increases in casino, room, food and beverage and mall revenues due to the reopening of borders and elimination of pandemic-related restrictions in April 2022.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended March 31,

Three Months Ended June 30,

(Dollars in millions)

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Weighted average interest rate

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

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

Singapore Credit Facility, and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022.

Interest cost increased $49 million compared to the three months ended June 30, 2022, primarily resulting from an increase in the weighted average interest rate from 4.3% to 5.4% during the three months ended June 30, 2023 when compared to the three months ended June 30, 2022.

This is due to the increase in the underlying benchmark rates on our SCL Revolving Facility and our Singapore Credit Facility, and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022.

Interest cost was also impacted by an overall net increase in our weighted average total debt balance.

Other Factors Affecting Earnings

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

Interest income during the three months ended March 31, 2023, was primarily attributed to $63 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas properties in February 2022 and higher market interest rates.

Interest income was $76 million for the three months ended June 30, 2023, compared to $14 million for the three months ended June 30, 2022.

Interest income during the three months ended June 30, 2023, was primarily attributable to $69 million in interest income on money market funds and bank deposits driven by higher market interest rates.

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

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

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

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

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

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

The income tax expense for the three months ended March 31, 2023, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Other income was $14 million for the three months ended June 30, 2023, compared to other expense of $9 million for the three months ended June 30, 2022.

Other income during the three months ended June 30, 2023, was primarily attributable to $9 million of foreign currency transaction gains driven by the U.S.

dollar-denominated debt held by Sands China Ltd.

(“SCL”) and $4 million of foreign currency transaction gains driven by U.S dollar-denominated intercompany debt held by Marina Bay Sands Pte.

Our income tax expense was $49 million on income before income taxes of $417 million for the three months ended June 30, 2023, resulting in an 11.8% effective income tax rate.

This compares to a 36.2% effective income tax rate for the three months ended June 30, 2022.

The income tax expense for the three months ended June 30, 2023, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers received an income tax exemption on gaming operations through December 31, 2022.

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

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

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

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

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

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

The net income attributable to our noncontrolling interests was $56 million for the three months ended June 30, 2023, compared to a net loss attributable to our noncontrolling interests of $127 million for the three months ended June 30, 2022.

These amounts are related to the noncontrolling interest of SCL.

Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

2023 2022 Percent

(Dollars in millions)

Casino $ 3,403 $ 1,336 154.7 %

Rooms 539 192 180.7 %

Food and beverage 267 116 130.2 %

Mall 334 297 12.5 %

Convention, retail and other 119 47 153.2 %

Total net revenues $ 4,662 $ 1,988 134.5 %

Consolidated net revenues were $4.66 billion for the six months ended June 30, 2023, an increase of $2.67 billion compared to $1.99 billion for the six months ended June 30, 2022, due primarily to an increase of $1.98 billion at our Macao operatio ns.

The increase at our Macao operations was due to increased visitation as COVID-19 restrictions were lifted in Macao and the surrounding region in late December 2022 and early January 2023.

In addition, a $694 million increase at Marina Bay Sands was primarily due to increased visitation resulting from the reopening of borders and elimination of pandemic-related restrictions in April 2022.

Net casino revenues increased $2.07 billion compared to the six months ended June 30, 2022.

The increase was driven by a $1.59 billion increase at our Macao operations due to increased visitation across our properties resulting in increased table games and slot volumes.

Casino revenues at Marina Bay Sands increased by $474 million due to increased table games and slot volumes .

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

The following table summarizes the results of our casino activity:

Six Months Ended June 30,

2023 2022 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 969 $ 248 290.7 %

Non-Rolling Chip drop $ 3,943 $ 968 307.3 %

Non-Rolling Chip win percentage 23.7 % 25.3 % (1.6) pts

Rolling Chip volume $ 2,346 $ 984 138.4 %

Rolling Chip win percentage 4.42 % 3.65 % 0.77 pts

Slot handle $ 2,380 $ 677 251.6 %

Slot hold percentage 4.3 % 3.7 % 0.6 pts

The Londoner Macao

Total net casino revenues $ 479 $ 121 295.9 %

Non-Rolling Chip drop $ 2,252 $ 529 325.7 %

Non-Rolling Chip win percentage 21.0 % 22.5 % (1.5) pts

Rolling Chip volume $ 3,451 $ 591 483.9 %

Rolling Chip win percentage 2.54 % 4.58 % (2.04) pts

Slot handle $ 2,087 $ 394 429.7 %

Slot hold percentage 4.0 % 3.5 % 0.5 pts

The Parisian Macao

Total net casino revenues $ 311 $ 75 314.7 %

Non-Rolling Chip drop $ 1,360 $ 271 401.8 %

Non-Rolling Chip win percentage 20.9 % 24.5 % (3.6) pts

Rolling Chip volume $ 660 $ 209 215.8 %

Rolling Chip win percentage 7.35 % 9.39 % (2.04) pts

Slot handle $ 1,218 $ 187 551.3 %

Slot hold percentage 4.0 % 3.7 % 0.3 pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 259 $ 93 178.5 %

Non-Rolling Chip drop $ 993 $ 316 214.2 %

Non-Rolling Chip win percentage 25.8 % 26.1 % (0.3) pts

Rolling Chip volume $ 2,405 $ 1,063 126.2 %

Rolling Chip win percentage 3.87 % 4.03 % (0.16) pts

Slot handle $ 74 $ 12 516.7 %

Slot hold percentage 6.9 % 8.0 % (1.1) pts

Six Months Ended June 30,

2023 2022 Change

(Dollars in millions)

Total net casino revenues $ 143 $ 31 361.3 %

Non-Rolling Chip drop $ 751 $ 134 460.4 %

Non-Rolling Chip win percentage 17.4 % 18.6 % (1.2) pts

Rolling Chip volume $ 66 $ 146 (54.8) %

Rolling Chip win percentage 5.17 % 4.65 % 0.52 pts

Slot handle $ 904 $ 244 270.5 %

Slot hold percentage 3.2 % 3.0 % 0.2 pts

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 1,242 $ 768 61.7 %

Non-Rolling Chip drop $ 3,546 $ 1,932 83.5 %

Non-Rolling Chip win percentage 18.5 % 18.2 % 0.3 pts

Rolling Chip volume $ 13,088 $ 7,293 79.5 %

Rolling Chip win percentage 3.30 % 4.03 % (0.73) pts

Slot handle $ 11,562 $ 7,372 56.8 %

Slot hold percentage 4.1 % 4.3 % (0.2) pts

Room revenues increased $347 million compared to the six months ended June 30, 2022.

The increase was due to increases of $240 million and $107 million at our Macao operations and Marina Bay Sands, respectively, due to increased occupancy rates and ADR driven by increased visitation as pandemic-related restrictions were lifted in Macao beginning in December 2022 and eliminated in Singapore in April 2022.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

2023 2022 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 87 $ 28 210.7 %

Occupancy rate 90.4 % 39.9 % 50.5 pts

Average daily room rate (ADR) $ 208 $ 146 42.5 %

Revenue per available room (RevPAR) $ 188 $ 58 224.1 %

The Londoner Macao

Total room revenues $ 135 $ 33 309.1 %

Occupancy rate 64.1 % 26.5 % 37.6 pts

Average daily room rate (ADR) $ 209 $ 146 43.2 %

Revenue per available room (RevPAR) $ 134 $ 39 243.6 %

The Parisian Macao

Total room revenues $ 63 $ 18 250.0 %

Occupancy rate 87.9 % 39.2 % 48.7 pts

Average daily room rate (ADR) $ 156 $ 110 41.8 %

Revenue per available room (RevPAR) $ 137 $ 43 218.6 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 45 $ 15 200.0 %

Occupancy rate 75.7 % 29.5 % 46.2 pts

Average daily room rate (ADR) $ 501 $ 429 16.8 %

Revenue per available room (RevPAR) $ 379 $ 127 198.4 %

Total room revenues $ 8 $ 4 100.0 %

Occupancy rate 92.8 % 56.9 % 35.9 pts

Average daily room rate (ADR) $ 168 $ 132 27.3 %

Revenue per available room (RevPAR) $ 156 $ 75 108.0 %

Singapore Operations:

Marina Bay Sands (1)

Total room revenues $ 201 $ 94 113.8 %

Occupancy rate 97.3 % 88.9 % 8.4 pts

Average daily room rate (ADR) $ 596 $ 296 101.4 %

Revenue per available room (RevPAR) $ 579 $ 263 120.2 %

__________________________

(1) During the six months ended June 30, 2023 and 2022, approximately 2,000 and 2,100 rooms, respectively, were available for use.

Food and beverage revenues increased $151 million compared to the six months ended June 30, 2022.

The increase was due to increases of $84 million and $67 million at Marina Bay Sands and our Macao operations, respectively, driven by new outlets and increased business volume at food and beverage outlets and banquet operations.

Mall revenues increased $37 million compared to the six months ended June 30, 2022.

The increase of $31 million in our Macao operation was driven by a $40 million increase due to a decrease in rents concessions and an increase in overage rent, partially offset by a $10 million decrease in base rent.

The $6 million increase at Marina Bay Sands was driven by a $5 million increase in base and overage rents.

Six Months Ended June 30, (1)

2023 2022 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 103 $ 85 21.2 %

Mall gross leasable area (in square feet) 818,684 814,720 0.5 %

Occupancy 79.5 % 75.1 % 4.4 pts

Base rent per square foot $ 271 $ 299 (9.4) %

Tenant sales per square foot (2)

$ 1,430 $ 1,169 22.3 %

Shoppes at Londoner

Total mall revenues $ 30 $ 26 15.4 %

Mall gross leasable area (in square feet) 610,273 605,429 0.8 %

Occupancy 53.3 % 58.3 % (5.0) pts

Base rent per square foot $ 147 $ 141 4.3 %

Tenant sales per square foot (2)

$ 1,355 $ 1,407 (3.7) %

Shoppes at Parisian

Total mall revenues $ 16 $ 15 6.7 %

Mall gross leasable area (in square feet) 296,371 296,322 — %

Occupancy 63.9 % 73.2 % (9.3) pts

Base rent per square foot $ 115 $ 129 (10.9) %

Tenant sales per square foot (2)

$ 541 $ 475 13.9 %

Shoppes at Four Seasons

Total mall revenues $ 75 $ 67 11.9 %

Mall gross leasable area (in square feet) 248,814 248,663 0.1 %

Occupancy 87.4 % 94.4 % (7.0) pts

Base rent per square foot $ 590 $ 544 8.5 %

Tenant sales per square foot (2)

$ 5,825 $ 5,139 13.3 %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 110 $ 104 5.8 %

Mall gross leasable area (in square feet) 617,119 622,038 (0.8) %

Occupancy 100.0 % 99.7 % 0.3 pts

Base rent per square foot $ 311 $ 277 12.3 %

Tenant sales per square foot (2)

$ 2,912 $ 2,051 42.0 %

__________________________

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

As a result of the COVID-19 pandemic, tenants were provided rent concessions during the six months ended June 30, 2022.

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

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2023 and 2022, they are identical to the summary presented herein for the three months ended June 30, 2023 and 2022, 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.

Convention, retail and other revenues increased $72 million compared to the six months ended June 30, 2022, due primarily to increases of $49 million and $23 million at our Macao operations and Marina Bay Sands, respectively, driven by increases of $24 million in ferry operations due to the resumption of ferry services in January 2023, $15 million in convention revenue, $13 million in retail and other operating revenues (e.g.

limo and spa), and $10 million in entertainment revenue.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

2023 2022 Percent

(Dollars in millions)

Casino $ 1,908 $ 913 109.0 %

Rooms 127 84 51.2 %

Food and beverage 221 138 60.1 %

Mall 42 37 13.5 %

Convention, retail and other 89 46 93.5 %

Provision for (recovery of) credit losses (1) 6 (116.7) %

General and administrative 530 456 16.2 %

Corporate 117 114 2.6 %

Pre-opening 10 7 42.9 %

Development 96 82 17.1 %

Depreciation and amortization 562 520 8.1 %

Amortization of leasehold interests in land 28 28 — %

Loss on disposal or impairment of assets 18 6 200.0 %

Total operating expenses $ 3,747 $ 2,437 53.8 %

Operating expenses were $3.75 billion for the six months ended June 30, 2023, an increase of $1.31 billion compared to $2.44 billion for the six months ended June 30, 2022.

The increase was primarily driven by a $995 million increase in casino expenses.

Casino expenses increased $995 million compared to the six months ended June 30, 2022.

The increase was primarily attributable to increases of $771 million and $129 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues, increases in gaming taxes of 1% in Macao and 3% in Singapore, and a 1% increase in value added tax in Singapore.

Room expenses increased $43 million compared to the six months ended June 30, 2023.

The increase was due to increases of $29 million and $14 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased occupancy.

Food and beverage expenses increased $83 million compared to the six months ended June 30, 2022.

The increase was due to increases of $58 million and $25 million at Marina Bay Sands and our Macao operations, respectively, driven by increased business volume at food outlets and banquets operations.

Convention, retail and other expenses increased $43 million compared to the six months ended June 30, 2022, due to increases of $33 million and $10 million at our Macao operations and Marina Bay Sands, respectively.

The increases were primarily due to increases of $16 million in ferry operation expenses due to the resumption of ferry services in January 2023, $8 million in entertainment expenses, $4 million in convention expenses, $3 million in limo expenses and $1 million in retail expenses.

Recovery of credit losses was $1 million for the six months ended June 30, 2023, compared to a provision for credit losses of $6 million for the six months ended June 30, 2022.

The $7 million decrease was primarily driven by collections of Macao casino receivables that were fully reserved.

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.

General and administrative expenses increased $74 million compared to the six months ended June 30, 2022.

The increase was primarily due to increases of $48 million and $26 million at Marina Bay Sands and our Macao operations, respectively, driven by increases in payroll and marketing costs, utilities and property taxes.

Development expenses were $96 million for the six months ended June 30, 2023, compared to $82 million for the six months ended June 30, 2022.

During the six months ended June 30, 2023, the costs were associated with our evaluation and pursuit of new business opportunities primarily in New York, Texas and digital gaming related efforts.

Development costs are expensed as incurred.

Depreciation and amortization increased $42 million compared to the three months ended June 30, 2022.

The increase was primarily due to a $35 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter.

Loss on disposal or impairment of assets was $18 million for the six months ended June 30, 2023, compared to $6 million for the six months ended June 30, 2022.

The losses incurred for the six months ended June 30, 2023 were primarily due to $10 million in demolition costs related to renovations at Marina Bay Sands and $7 million in disposals and demolition costs at our Macao operations.

The losses incurred for the six months ended June 30, 2022 were primarily due to asset disposals and demolition costs related to asset disposals related to aircraft parts.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Six Months Ended June 30,

2023 2022 Percent

(Dollars in millions)

The Venetian Macao $ 462 $ (2) (23,200.0) %

The Londoner Macao 159 (87) (282.8) %

The Parisian Macao 120 (40) (400.0) %

The Plaza Macao and Four Seasons Macao 166 49 238.8 %

Sands Macao 25 (39) (164.1) %

Ferry Operations and Other 7 (2) (450.0) %

939 (121) (876.0) %

Marina Bay Sands 826 440 87.7 %

Consolidated adjusted property EBITDA (1)

$ 1,765 $ 319 453.3 %

____________________

(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.

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.

Six Months Ended June 30,

(In millions)

Consolidated adjusted property EBITDA $ 1,765 $ 319

Other Operating Costs and Expenses

Stock-based compensation (a)

Corporate (117) (114)

Pre-opening (10) (7)

Development (96) (82)

Depreciation and amortization (562) (520)

Amortization of leasehold interests in land (28) (28)

Loss on disposal or impairment of assets (18) (6)

Operating income (loss) 915 (449)

Other Non-Operating Costs and Expenses

Interest income 146 18

Interest expense, net of amounts capitalized (428) (318)

Other expense (21) (31)

Income tax expense (99) (112)

Net income (loss) from continuing operations $ 513 $ (892)

____________________

(a) During the six months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense of $42 million and $29 million, respectively, of which $23 million and $18 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $1.06 billion compared to the six months ended June 30, 2022, primarily due to increased casino, mall and room operations driven by increased visitation at our properties due to the lift of COVID-19 restrictions in late December 2022 and early January 2023.

Adjusted property EBITDA at Marina Bay Sands increased $386 million compared to the six months ended June 30, 2022.

The increase was primarily due to increased casino, room, food and beverage and mall operations due to the reopening of borders and elimination of most pandemic-related restrictions in April 2022.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 15,824 $ 15,029

Weighted average interest rate

Interest cost increased $111 million compared to the six months ended June 30, 2022, primarily resulting from an increase in the weighted average interest rate from 4.3% to 5.4% during the six months ended June 30, 2023 when compared to the six months ended June 30, 2022.

This is due to the increase in the underlying benchmark rate on our SCL Revolving Facility and our Singapore Credit Facility, and the increase in interest rates on the SCL senior notes as a result of the credit rating downgrade to BB+ by S&P in February 2022, and by Fitch in June 2022.

Interest cost was also impacted by an overall net increase in our weighted average total debt balance.

Other Factors Affecting Earnings

Interest income was $146 million for the six months ended June 30, 2023, compared to $18 million for the six months ended June 30, 2022.

Interest income during the six months ended June 30, 2023 was primarily attributable to $131 million in interest income on money market funds and bank deposits driven by higher interest rates.

We also had $14 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas properties.

Other expense was $21 million for the six months ended June 30, 2023, compared to $31 million for the six months ended June 30, 2022.

Other expense during the six months ended June 30, 2023, was primarily attributable to $35 million of foreign currency transaction losses driven by U.S.

dollar denominated debt held by SCL, partially offset by $11 million of foreign currency transaction gains at MBS.

Our income tax expense was $99 million on income before income taxes of $612 million for the six months ended June 30, 2023, resulting in a 16.2% effective income tax rate.

This compares to a 14.4% effective income tax rate for the six months ended June 30, 2022.

The income tax expense for the six months ended June 30, 2023, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Our income tax expense is based on our estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.

The net income attributable to our noncontrolling interests was $54 million for the six months ended June 30, 2023, compared to a net loss attributable to our noncontrolling interests of $228 million for the six months ended June 30, 2022.

These amounts were primarily related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

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

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

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, 2023 and 2022:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended March 31, 2023

For the three months ended June 30, 2023

Mall revenues:

11 unchanged sentences

$ 7 $ 3 $ 3 $ 2 $ 8

For the three months ended March 31, 2022

For the three months ended June 30, 2022

Mall revenues:

4 unchanged sentences

(11) (1) — (2) 2

Total overage rents, rent concessions and other (7) 1 3 — 5

CAM, levies and direct recoveries 8 2 2 2 8

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$ 6 $ 2 $ 3 $ 2 $ 8

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the six months ended June 30, 2023

Mall revenues:

Minimum rents (1)

$ 81 $ 61 $ 16 $ 9 $ 77

Overage rents 7 9 7 3 17

CAM, levies and direct recoveries 15 5 7 4 16

Total mall revenues 103 75 30 16 110

Mall operating expenses:

Common area maintenance 7 2 4 2 11

Marketing and other direct operating expenses 5 5 2 2 2

Mall operating expenses 12 7 6 4 13

Property taxes (3)

Mall-related expenses (4)

$ 13 $ 7 $ 6 $ 4 $ 16

For the six months ended June 30, 2022

Mall revenues:

Minimum rents (1)

$ 88 $ 61 $ 15 $ 13 $ 73

Overage rents 1 2 6 1 16

Rent concessions (2)

(19) (1) (1) (3) —

CAM, levies and direct recoveries 15 5 6 4 15

Total mall revenues 85 67 26 15 104

Mall operating expenses:

Common area maintenance 6 2 3 2 9

Marketing and other direct operating expenses 4 3 2 2 3

Mall operating expenses 10 5 5 4 12

Property taxes (3)

Mall-related expenses (4)

$ 11 $ 5 $ 5 $ 4 $ 14

____________________

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

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If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property.

The exemption for The Venetian Macao and The Plaza Macao

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

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

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

2 unchanged sentences

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.

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.

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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.

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte.

(“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).

The Second Development Agreement provides for a total minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.39 billion at exchange rates in effect on March 31, 2023).

On June 2, 2023, we paid $241 million to acquire Nassau Live Center, LLC and related entities (the “Nassau Coliseum”), the owners and operators of an entertainment arena in the State of New York.

The purchase of the Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and the right to lease the underlying land from the owner, the County of Nassau in the State of New York.

We purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort.

There is no assurance we will be able to obtain such casino license.

In April 2019, our wholly owned subsidiary, MBS and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).

The Second Development Agreement provides for a total minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.32 billion at exchange rates in effect on June 30, 2023).

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

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

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

We have incurred approximately $1.07 billion as of June 30, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

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

6 unchanged sentences

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

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

Under the Concession, we are required to invest a minimum of 30.24 billion patacas (approximately $3.75 billion at exchange rates in effect on June 30, 2023) in certain gaming and non-gaming projects in Macao by December 2032.

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

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

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

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

These investments will be in connection with, among others, attracting

international visitors to Macao, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao’s position as a city of gastronomy, and increasing community and maritime tourism.

We expect to invest 27.80 billion patacas (approximately $3.44 billion at exchange rates in effect on June 30, 2023) in non-gaming projects.

VML submitted the list of investments and projects it intends to carry out in 2023 to the Macao government on March 31, 2023, which has been approved by the Macao government.

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

2 unchanged sentences

Our cash flows consisted of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

6 unchanged sentences

Cash flows from financing activities from continuing operations:

Proceeds from exercise of stock options 3 —

Tax withholding on vesting of equity awards (1) (1)

3 unchanged sentences

Transactions with discontinued operations — 5,032

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

Net cash generated from (used in) financing activities from continuing operations $ (1,307) $ 5,687

Cash Flows — Operating Activities

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Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments.

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

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

Cash flows from operating activities for the six months ended June 30, 2023, increased $2.07 billion as compared to the six months ended June 30, 2022.

The increase in cash generated from operations was primarily due to our Macao and Singapore operations generating increased operating income driven by the acceleration of visitation and the elimination of most pandemic-related restrictions in Singapore, beginning in April 2022, and in Macao, beginning in late December 2022, and increased working capital associated with gaming liabilities.

Cash Flows — Investing Activities

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

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

Capital expenditures for the six months ended June 30, 2023, totaled $362 million.

Included in this amount was $259 million for construction activities at Marina Bay Sands in Singapore and $80 million for construction and development activities in Macao, which consisted of $45 million for The Londoner Macao, $28 million for The Venetian Macao, $4 million for The Plaza Macao and Four Seasons Macao, $2 million for Sands Macao and $1 million for The Parisian Macao.

Additionally, this amount included $23 million for corporate and other costs.

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

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

Included in net cash flows from investing activities was a payment of $221 million related to the purchase of the Nassau Coliseum.

Capital expenditures for the six months ended June 30, 2022, totaled $335 million.

Included in this amount was $151 million for construction and development activities in Macao, which consisted of $118 million for The Londoner Macao, $25 million for The Venetian Macao, $5 million for The Plaza Macao and Four Seasons Macao, $2 million for Sands Macao and $1 million for the Parisian Macao.

Additionally, this amount included $147 million at Marina Bay Sands in Singapore and $37 million for corporate and other costs.

Cash Flows — Financing Activities

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

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

Net cash flows used in financing activities were $1.31 billion for the six months ended June 30, 2023, which was primarily attributable to $1.29 billion in repayments on long-term debt primarily related to the repayment on the SCL revolving facility of $1.20 billion and $21 million in other financial liability payments.

Net cash flows generated from financing activities were $5.69 billion for the six months ended June 30, 2022, which was primarily attributable to the net proceeds from the sale of the Las Vegas properties of $4.89 billion.

Additionally, $700 million was received from the drawdown of our SCL revolving facility.

3 unchanged sentences

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

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

As of June 30, 2023, our U.S.

and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.7x and 2.2x, respectively, compared to the maximum leverage ratios allowed of 4.0x and 4.5x, respectively.

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

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

The 2018 SCL Credit Facility expires on July 31, 2023;

however, we believe we will be successful in extending the maturity date of the facility prior to its expiration.

If we are unable to extend the maturity date or refinance the 2018 SCL Credit Facility, we would be required to seek alternative forms of capital to repay the outstanding balance and our available liquidity may be reduced.

On May 11, 2023, SCL entered into an amended and restated facility agreement (the “A&R Facility Agreement”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders have (a) extended the termination date for the Hong Kong Dollar (“HKD”) commitments and U.S.

dollar commitments of the lenders that consented to the waivers and amendments in the A&R Facility Agreement (the “Extending Lenders”) from July 31, 2023 to July 31, 2025;

(b) extended to (and including) January 1, 2024, the waiver period for the requirement for SCL to comply with the requirements that SCL ensure (i) the consolidated leverage ratio does not exceed 4.0x and (ii) the consolidated interest coverage ratio is not less than 2.5x;

(c) amended the definition of consolidated total debt such that it excludes any financial indebtedness that is subordinated and subject in right of payment to the prior payment in full of the A&R Facility Agreement (including the $1.0 billion subordinated unsecured term loan facility made available by the Company to SCL);

(d) amended the maximum permitted consolidated leverage ratio as of the last day of each of the financial quarters ending March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, and subsequent financial quarters to be 6.25x, 5.5x, 5.0x, 4.5x, and 4.0x respectively;

and (e) extended to (and including) January 1, 2025 the period during which SCL’s ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the A&R Facility Agreement) exceed $2.0 billion by SCL’s exercise of the option to increase the Total Commitments by an aggregate amount of up to $1.0 billion and (y) the 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 A&R Facility Agreement and

unused commitments under other credit facilities of SCL is greater than $2.0 billion.

Pursuant to the A&R Facility Agreement, SCL will pay a customary fee to the Extending Lenders that consented.

The amendments shall take effect with respect to the Extended Commitments on July 31, 2023.

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

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

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

held by non-U.S.

We held unrestricted cash and cash equivalents of approximately $5.77 billion and restricted cash of approximately $124 million as of June 30, 2023, which approximately $2.03 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

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We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.

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

We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $5.77 billion and cash flow generated from operations, as well as the $3.67 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 $2.72 billion at exchange rates in effect on June 30, 2023) under our Singapore Delayed Draw Term Facility as of June 30, 2023 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders).

We believe we are well positioned to support our continuing operations, maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments, as well as meet our commitments under the Macao Concession.

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.

We have suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

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

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

In July 2023, we announced the resumption of our return of capital program.

We reinstated our dividend program and our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $153 million) to be paid on August 16, 2023, to stockholders of record on August 8, 2023.

Aggregate Indebtedness and Other Contractual Obligations

As of June 30, 2023, 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, 2022, with the exception of the extension of the maturity date for the 2018 SCL Revolving Credit Facility, a $1.20 billion repayment and the accompanying interest on this facility and the land lease related to the purchase of the Nassau Coliseum.

These transactions are summarized below:

Payments Due by Period

2024 - 2025 2026 - 2027 Thereafter Total

(In millions)

Long-Term Debt Obligations (2)

2018 SCL Credit Facility — Revolving $ — $ 749 $ — $ — $ 749

Variable Interest Payments (3)

28 89 — — 117

3 12 12 1,772 1,799

Total $ 31 $ 850 $ 12 $ 1,772 $ 2,665

_______________________

(1) Represents the six-month period ending December 31, 2023.

(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt” for further details on these financing transactions.

(3) Based on the 1-month rate as of June 30, 2023, Hong Kong Interbank Offered Rate (“HIBOR”) of 4.93% plus the applicable interest rate spread in accordance with the respective debt agreement.

(4) Other consists of payments associated with the Nassau Coliseum land lease entered into June 2, 2023.

Refer to “Note 7 — Leases” for further details on this transaction.

Special Note Regarding Forward-Looking Statements

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

• our ability to invest in future growth opportunities;

• our ability to invest in future growth opportunities, or attempt to expand our business in new markets and new ventures;

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

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

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

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

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

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• labor actions and other labor problems;

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

• our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations;

• the completion of infrastructure projects in Macao;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis