LAS VEGAS SANDS CORP 10-Q

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” 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. Macao From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023. 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 243.6% and decreased approximately 39.7%, during the eight months ended August 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 779.7% and decreased approximately 31.1%, during the three months ended September 30, 2023, as compared to the same period in 2022 and 2019, respectively. Additionally, gross gaming revenue increased approximately 305.3% and decreased approximately 41.5%, during the nine months ended September 30, 2023, as compared to the same period in 2022 and 2019, respectively. Singapore 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 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 a total of 38 million passengers having passed through Singapore's Changi Airport from January through August 2023 (the latest statistics currently available), an increase of 130% and a decrease of 16% 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 3.7 million in 2022 to 10.1 million for the nine months ended September 30, 2023, while visitation decreased 29.2% when compared to the same period in 2019. Summary 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 $5.57 billion and access to $1.50 billion, $2.24 billion and $431 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of September 30, 2023. We believe we are able to support continuing operations and complete our major construction projects that are underway. 27 Table of Contents 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 2022 Annual Report on Form 10-K filed on February 3, 2023. There were no newly identified significant accounting policies and estimates during the nine months ended September 30, 2023, nor were there any material changes to the critical accounting policies and estimates discussed in our 2022 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 and Marina Bay Sands are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis. Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space. The following are the key measurements we use to evaluate operating revenues: Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited. We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 24.2%, 20.9%, 21.5%, 24.1%, 17.2% 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 4.3%, 3.9%, 4.0%, 6.0%, 3.3% and 4.0% 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, 10.5% and 11.7%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2023. 28 Table of Contents 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 government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests. Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation. Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022 Summary Financial Results We continue to see positive financial results in the third quarter of 2023 due to the lift of COVID-19 restrictions in Macao beginning in late December 2022, as well as a 72.5% increase in visitation to Singapore during the third quarter of 2023, as compared to the same period in 2022, driven by a 57.4% increase in airlift passenger movement during July and August 2023 (the latest statistics currently available) as compared to the same period in 2022. Net revenues for the three months ended September 30, 2023, were $2.80 billion, compared to $1.01 billion for the three months ended September 30, 2022. Operating income was $688 million for the three months ended September 30, 2023, compared to an operating loss of $177 million for the three months ended September 30, 2022. Net income from continuing operations was $449 million for the three months ended September 30, 2023, compared to a net loss from continuing operations of $380 million for the three months ended September 30, 2022. Operating Revenues Our net revenues consisted of the following: Three Months Ended September 30, 2023 2022 Percent Change (Dollars in millions) Casino $ 2,008 $ 637 215.2 % Rooms 342 123 178.0 % Food and beverage 156 82 90.2 % Mall 201 119 68.9 % Convention, retail and other 88 44 100.0 % Total net revenues $ 2,795 $ 1,005 178.1 % Consolidated net revenues were $2.80 billion for the three months ended September 30, 2023, an increase of $1.79 billion compared to $1.01 billion for the three months ended September 30, 2022. The increase was due to increases of $1.53 billion and $258 million at our Macao operations and Marina Bay Sands, respectively. Net casino revenues increased $1.37 billion compared to the three months ended September 30, 2022. The increase was due to increases of $1.18 billion and $188 million at our Macao operations and Marina Bay Sands, respectively. The lift of COVID-19 restrictions in Macao beginning in late December 2022 and increased visitation 29 Table of Contents and airlift passenger movement in Singapore during the current period resulted in increased visitation across our properties driving higher table games and slot volumes. The following table summarizes the results of our casino activity: Three Months Ended September 30, 2023 2022 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 575 $ 60 858.3 % Non-Rolling Chip drop $ 2,313 $ 292 692.1 % Non-Rolling Chip win percentage 24.3 % 24.3 % — pts Rolling Chip volume $ 953 $ 115 728.7 % Rolling Chip win percentage 6.00 % 1.70 % 4.30 pts Slot handle $ 1,319 $ 158 734.8 % Slot hold percentage 4.3 % 4.0 % 0.3 pts The Londoner Macao Total net casino revenues $ 371 $ 24 1,445.8 % Non-Rolling Chip drop $ 1,737 $ 116 1,397.4 % Non-Rolling Chip win percentage 20.7 % 20.2 % 0.5 pts Rolling Chip volume $ 1,561 $ 179 772.1 % Rolling Chip win percentage 3.93 % 5.27 % (1.34) pts Slot handle $ 1,498 $ 104 1,340.4 % Slot hold percentage 4.0 % 4.0 % — pts The Parisian Macao Total net casino revenues $ 181 $ 8 2,162.5 % Non-Rolling Chip drop $ 789 $ 60 1,215.0 % Non-Rolling Chip win percentage 22.0 % 24.1 % (2.1) pts Rolling Chip volume $ 277 $ 26 965.4 % Rolling Chip win percentage 6.76 % (14.10) % 20.86 pts Slot handle $ 670 $ 34 1,870.6 % Slot hold percentage 4.0 % 4.4 % (0.4) pts The Plaza Macao and Four Seasons Macao Total net casino revenues $ 108 $ 27 300.0 % Non-Rolling Chip drop $ 570 $ 90 533.3 % Non-Rolling Chip win percentage 21.5 % 17.6 % 3.9 pts Rolling Chip volume $ 2,068 $ 212 875.5 % Rolling Chip win percentage 2.28 % 9.37 % (7.09) pts Slot handle $ 10 $ 4 150.0 % Slot hold percentage (1.7) % 14.4 % (16.1) pts Sands Macao Total net casino revenues $ 75 $ 8 837.5 % Non-Rolling Chip drop $ 414 $ 47 780.9 % Non-Rolling Chip win percentage 16.8 % 16.5 % 0.3 pts Rolling Chip volume $ 14 $ 16 (12.5) % Rolling Chip win percentage 13.84 % 2.98 % 10.86 pts Slot handle $ 473 $ 72 556.9 % Slot hold percentage 3.3 % 3.4 % (0.1) pts 30 Table of Contents Three Months Ended September 30, 2023 2022 Change (Dollars in millions) Singapore Operations: Marina Bay Sands Total net casino revenues $ 698 $ 510 36.9 % Non-Rolling Chip drop $ 1,936 $ 1,258 53.9 % Non-Rolling Chip win percentage 17.6 % 18.6 % (1.0) pts Rolling Chip volume $ 8,149 $ 6,837 19.2 % Rolling Chip win percentage 3.85 % 3.47 % 0.38 pts Slot handle $ 6,364 $ 4,424 43.9 % Slot hold percentage 3.6 % 4.3 % (0.7) pts 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 $219 million compared to the three months ended September 30, 2022. The increase was due to increases of $186 million and $33 million at our Macao operations and Marina Bay Sands, respectively, due to increased occupancy rates and ADR driven by increased visitation. Increased visitation at our Macao operations during the current period was due to the lifting of pandemic-related restrictions in Macao that began in December 2022 and the grand opening of The Londoner Macao in May 2023. Increased visitation to Marina Bay Sands during the quarter was due to an increase in airlift passenger movement in Singapore, as well as introducing new and elevated suites and rooms and other amenities at Marina Bay Sands throughout 2023. The following table summarizes the results of our room activity: Three Months Ended September 30, 2023 2022 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 55 $ 10 450.0 % Occupancy rate 98.0 % 36.7 % 61.3 pts Average daily room rate (ADR) $ 212 $ 135 57.0 % Revenue per available room (RevPAR) $ 207 $ 50 314.0 % The Londoner Macao Total room revenues $ 97 $ 10 870.0 % Occupancy rate 95.3 % 23.2 % 72.1 pts Average daily room rate (ADR) $ 190 $ 159 19.5 % Revenue per available room (RevPAR) $ 181 $ 37 389.2 % The Parisian Macao Total room revenues $ 37 $ 5 640.0 % Occupancy rate 97.0 % 37.1 % 59.9 pts Average daily room rate (ADR) $ 165 $ 98 68.4 % Revenue per available room (RevPAR) $ 160 $ 36 344.4 % The Plaza Macao and Four Seasons Macao Total room revenues $ 24 $ 5 380.0 % Occupancy rate 86.4 % 19.8 % 66.6 pts Average daily room rate (ADR) $ 472 $ 453 4.2 % Revenue per available room (RevPAR) $ 408 $ 90 353.3 % 31 Table of Contents Three Months Ended September 30, 2023 2022 Change (Room revenues in millions) Sands Macao Total room revenues $ 4 $ 1 300.0 % Occupancy rate 98.7 % 43.8 % 54.9 pts Average daily room rate (ADR) $ 173 $ 157 10.2 % Revenue per available room (RevPAR) $ 171 $ 69 147.8 % Singapore Operations: Marina Bay Sands (1) Total room revenues $ 125 $ 92 35.9 % Occupancy rate 96.3 % 96.0 % 0.3 pts Average daily room rate (ADR) $ 681 $ 515 32.2 % Revenue per available room (RevPAR) $ 656 $ 494 32.8 % __________________________ (1) During the three months ended September 30, 2023 and 2022, approximately 2,200 and 2,100 rooms, respectively, were available for use. Food and beverage revenues increased $74 million compared to the three months ended September 30, 2022. Increased business volume across our food and beverage outlets and in banquet operations were in line with increased property visitation resulting in increases of $56 million and $18 million at our Macao operations and Marina Bay Sands, respectively. Mall revenues increased $82 million compared to the three months ended September 30, 2022. The increase was due to increases of $69 million in Macao, driven by a decrease in rent concessions granted to our mall tenants and an increase in turnover and overage rents, and $13 million at Marina Bay Sands, driven by an increase in overage and 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 September 30, 2023 2022 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 58 $ 26 123.1 % Mall gross leasable area (in square feet) 818,773 814,771 0.5 % Occupancy 80.0 % 79.1 % 0.9 pts Base rent per square foot $ 277 $ 286 (3.1) % Tenant sales per square foot (1) $ 1,743 $ 1,021 70.7 % Shoppes at Londoner Total mall revenues $ 17 $ 9 88.9 % Mall gross leasable area (in square feet) 611,192 605,461 0.9 % Occupancy 54.2 % 54.9 % (0.7) pts Base rent per square foot $ 152 $ 136 11.8 % Tenant sales per square foot (1) $ 1,701 $ 1,112 53.0 % 32 Table of Contents Three Months Ended September 30, 2023 2022 Change (Mall revenues in millions) Shoppes at Parisian Total mall revenues $ 7 $ 5 40.0 % Mall gross leasable area (in square feet) 296,352 296,322 — % Occupancy 66.1 % 73.8 % (7.7) pts Base rent per square foot $ 110 $ 121 (9.1) % Tenant sales per square foot (1) $ 641 $ 376 70.5 % Shoppes at Four Seasons Total mall revenues $ 50 $ 23 117.4 % Mall gross leasable area (in square feet) 249,303 248,674 0.3 % Occupancy 92.7 % 94.4 % (1.7) pts Base rent per square foot $ 595 $ 542 9.8 % Tenant sales per square foot (1) $ 6,714 $ 4,301 56.1 % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 68 $ 55 23.6 % Mall gross leasable area (in square feet) 616,699 622,007 (0.9) % Occupancy 99.5 % 99.8 % (0.3) pts Base rent per square foot $ 315 $ 283 11.3 % Tenant sales per square foot (1) $ 2,998 $ 2,359 27.1 % __________________________ Note: 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 September 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 $44 million compared to the three months ended September 30, 2022. The increase was due to a $38 million increase at our Macao operations, primarily driven by a $17 million increase in ferry operations due to the resumption of ferry services in January 2023. Increased visitation to our Macao operations led to increases of $10 million in retail and other revenues (e.g., limo and spa) and $7 million in entertainment revenue. Included in retail and other revenues was a $12 million insurance recovery at our Macao operations due to Typhoon Saola in September 2023. A $6 million increase at Marina Bay Sands was driven primarily by increases of $3 million in convention revenue and $3 million in other revenues (e.g. museum, SkyPark and transportation). 33 Table of Contents Operating Expenses Our operating expenses consisted of the following: Three Months Ended September 30, 2023 2022 Percent Change (Dollars in millions) Casino $ 1,103 $ 410 169.0 % Rooms 80 41 95.1 % Food and beverage 128 83 54.2 % Mall 23 16 43.8 % Convention, retail and other 52 27 92.6 % Provision for credit losses 3 8 (62.5) % General and administrative 290 238 21.8 % Corporate 49 53 (7.5) % Pre-opening 3 4 (25.0) % Development 44 26 69.2 % Depreciation and amortization 313 260 20.4 % Amortization of leasehold interests in land 15 14 7.1 % Loss on disposal or impairment of assets 4 2 100.0 % Total operating expenses $ 2,107 $ 1,182 78.3 % Operating expenses were $2.11 billion for the three months ended September 30, 2023, an increase of $925 million compared to $1.18 billion for the three months ended September 30, 2022, primarily driven by increases of $693 million in casino expenses, $53 million in depreciation and amortization, $52 million in general and administrative expenses, $45 million in food and beverage expenses, $39 million in rooms expenses, $25 million in convention, retail and other expenses, and $18 million in development expenses. Casino expenses increased $693 million compared to the three months ended September 30, 2022. The increase was primarily attributable to increases of $574 million and $46 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues. We also had 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 $39 million compared to the three months ended September 30, 2022. The increase was attributable to increases of $30 million and $9 million at our Macao operations and Marina Bay Sands, respectively, driven by increased occupancy in Macao and higher costs associated with the new and elevated suites and rooms introduced at Marina Bay Sands during the year. Food and beverage expenses increased $45 million compared to the three months ended September 30, 2022. The increase was due to increases of $29 million and $16 million at our Macao operations and Marina Bay Sands, respectively, primarily driven by increased food outlet and banquet operation volumes. Convention, retail and other expenses increased $25 million compared to the three months ended September 30, 2022, primarily driven by increases of $21 million and $4 million at our Macao operations and Marina Bay Sands, respectively. The increases were primarily driven by increases of $10 million in ferry operation expenses due to the resumption of ferry services in January 2023, $7 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 $3 million for three months ended September 30, 2023, compared to $8 million for the three months ended September 30, 2022. The $5 million decrease was primarily driven by a decrease in casino provisions in Singapore. 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. 34 Table of Contents General and administrative expenses increased $52 million compared to the three months ended September 30, 2022. The increase was primarily due to increases of $31 million and $21 million at our Macao operations and Marina Bay Sands, respectively, driven by increases in payroll and marketing costs, utilities and property taxes. Development expenses were $44 million for the three months ended September 30, 2023, compared to $26 million for the three months ended September 30, 2022. During the three months ended September 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 $53 million compared to the three months ended September 30, 2022. The increase was primarily due to a $32 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter and a $21 million increase at our Macao operations primarily as a result of accelerated depreciation related to the second phase of the renovations at The Londoner Macao and amortization of the intangible asset related to the Macao gaming concession. Loss on disposal or impairment of assets was $4 million for three months ended September 30, 2023. The losses incurred for the three months ended September 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 September 30, 2023 2022 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 290 $ (37) (883.8) % The Londoner Macao 167 (60) (378.3) % The Parisian Macao 81 (37) (318.9) % The Plaza Macao and Four Seasons Macao 71 6 1,083.3 % Sands Macao 17 (22) (177.3) % Ferry Operations and Other 5 (2) (350.0) % 631 (152) (515.1) % Marina Bay Sands 491 343 43.1 % Consolidated adjusted property EBITDA (1) $ 1,122 $ 191 487.4 % __________________________ (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 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. 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. 35 Table of Contents Three Months Ended September 30, 2023 2022 (In millions) Consolidated adjusted property EBITDA $ 1,122 $ 191 Other Operating Costs and Expenses Stock-based compensation (a) (6) (9) Corporate (49) (53) Pre-opening (3) (4) Development (44) (26) Depreciation and amortization (313) (260) Amortization of leasehold interests in land (15) (14) Loss on disposal or impairment of assets (4) (2) Operating income (loss) 688 (177) Other Non-Operating Costs and Expenses Interest income 79 38 Interest expense, net of amounts capitalized (200) (183) Other income 4 2 Income tax expense (122) (60) Net income (loss) from continuing operations $ 449 $ (380) __________________________ (a) During the three months ended September 30, 2023 and 2022, we recorded stock-based compensation expense of $16 million and $18 million, respectively, of which $10 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 $783 million compared with the three months ended September 30, 2022, primarily due to increases in revenues across our operations 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 $148 million compared to the three months ended September 30, 2022, primarily due to increases in revenues across our operations driven by increased visitation and airlift passenger movement in Singapore, as well as new and elevated suites and rooms and other amenities introduced at Marina Bay Sands during the year. Interest Expense The following table summarizes information related to interest expense: Three Months Ended September 30, 2023 2022 (Dollars in millions) Interest cost $ 202 $ 184 Less — capitalized interest (2) (1) Interest expense, net $ 200 $ 183 Weighted average total debt balance $ 14,863 $ 15,491 Weighted average interest rate 5.4 % 4.8 % Interest cost increased $18 million compared to the three months ended September 30, 2022, primarily resulting from an increase in the weighted average interest rate from 4.8% to 5.4% during the three months ended September 30, 2023 when compared to the three months ended September 30, 2022. This is due to the increase in the underlying benchmark rates on our SCL Revolving Facility and our Singapore Credit Facility. Interest cost was also impacted by an overall decrease in our weighted average total debt balance, due primarily to the $1.20 billion and $500 million paid on the SCL Revolving Facility in May 2023 and August 2023, respectively, partially offset by the addition of the $201 million finance lease entered into in June 2023 for the New York land lease. We also had 36 Table of Contents $8 million in imputed interest expense on the Macao gaming concession financial liability in the third quarter of 2023. Other Factors Affecting Earnings Interest income was $79 million for the three months ended September 30, 2023, compared to $38 million for the three months ended September 30, 2022, an increase of $41 million. The increase was attributable to an increase of interest income on money market funds, bank deposits and treasury bills driven by higher market interest rates. Our average interest rate on cash and cash equivalents during the three months ended September 30, 2023 was 5.6%, compared to 2.1% for the three months ended September 30, 2022. Other income was $4 million for the three months ended September 30, 2023, compared to $2 million for the three months ended September 30, 2022. Other income during the three months ended September 30, 2023, was primarily attributable to foreign currency transaction gains driven by the U.S. dollar-denominated debt held by Sands China Ltd. (“SCL”). Our income tax expense was $122 million on income before income taxes of $571 million for the three months ended September 30, 2023, resulting in an 21.4% effective income tax rate. This compares to a 18.8% effective income tax rate for the three months ended September 30, 2022. The income tax expense for the three months ended September 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, Venetian Macao Limited (“VML,” a subsidiary of SCL) and its peers received an income tax exemption on gaming operations 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. 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. We are evaluating the timing of an application for a new shareholder dividend tax agreement with the Macao government. 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 $69 million for the three months ended September 30, 2023, compared to a net loss attributable to our noncontrolling interests of $142 million for the three months ended September 30, 2022. These amounts were related to the noncontrolling interest of SCL. Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022 Operating Revenues Our net revenues consisted of the following: Nine Months Ended September 30, 2023 2022 Percent Change (Dollars in millions) Casino $ 5,411 $ 1,973 174.3 % Rooms 881 315 179.7 % Food and beverage 423 198 113.6 % Mall 535 416 28.6 % Convention, retail and other 207 91 127.5 % Total net revenues $ 7,457 $ 2,993 149.1 % 37 Table of Contents Consolidated net revenues were $7.46 billion for the nine months ended September 30, 2023, an increase of $4.46 billion compared to $2.99 billion for the nine months ended September 30, 2022, due primarily to an increase of $3.51 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 $952 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 $3.44 billion compared to the nine months ended September 30, 2022. The increase was driven by a $2.78 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 $662 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: Nine Months Ended September 30, 2023 2022 Change (Dollars in millions) Macao Operations: The Venetian Macao Total net casino revenues $ 1,544 $ 308 401.3 % Non-Rolling Chip drop $ 6,256 $ 1,260 396.5 % Non-Rolling Chip win percentage 23.9 % 25.1 % (1.2) pts Rolling Chip volume $ 3,299 $ 1,099 200.2 % Rolling Chip win percentage 4.88 % 3.45 % 1.43 pts Slot handle $ 3,699 $ 835 343.0 % Slot hold percentage 4.3 % 3.8 % 0.5 pts The Londoner Macao Total net casino revenues $ 850 $ 145 486.2 % Non-Rolling Chip drop $ 3,990 $ 645 518.6 % Non-Rolling Chip win percentage 20.9 % 22.1 % (1.2) pts Rolling Chip volume $ 5,013 $ 770 551.0 % Rolling Chip win percentage 2.97 % 4.74 % (1.77) pts Slot handle $ 3,585 $ 499 618.4 % Slot hold percentage 4.0 % 3.6 % 0.4 pts The Parisian Macao Total net casino revenues $ 492 $ 83 492.8 % Non-Rolling Chip drop $ 2,148 $ 331 548.9 % Non-Rolling Chip win percentage 21.3 % 24.4 % (3.1) pts Rolling Chip volume $ 938 $ 235 299.1 % Rolling Chip win percentage 7.18 % 6.78 % 0.40 pts Slot handle $ 1,887 $ 220 757.7 % Slot hold percentage 4.0 % 3.8 % 0.2 pts The Plaza Macao and Four Seasons Macao Total net casino revenues $ 367 $ 120 205.8 % Non-Rolling Chip drop $ 1,563 $ 406 285.0 % Non-Rolling Chip win percentage 24.3 % 24.2 % 0.1 pts Rolling Chip volume $ 4,473 $ 1,275 250.8 % Rolling Chip win percentage 3.14 % 4.92 % (1.78) pts Slot handle $ 85 $ 16 431.3 % Slot hold percentage 5.9 % 9.7 % (3.8) pts 38 Table of Contents Nine Months Ended September 30, 2023 2022 Change (Dollars in millions) Sands Macao Total net casino revenues $ 218 $ 39 459.0 % Non-Rolling Chip drop $ 1,165 $ 181 543.6 % Non-Rolling Chip win percentage 17.2 % 18.1 % (0.9) pts Rolling Chip volume $ 80 $ 163 (50.9) % Rolling Chip win percentage 6.67 % 4.49 % 2.18 pts Slot handle $ 1,377 $ 316 335.8 % Slot hold percentage 3.2 % 3.1 % 0.1 pts Singapore Operations: Marina Bay Sands Total net casino revenues $ 1,940 $ 1,278 51.8 % Non-Rolling Chip drop $ 5,482 $ 3,191 71.8 % Non-Rolling Chip win percentage 18.2 % 18.4 % (0.2) pts Rolling Chip volume $ 21,237 $ 14,130 50.3 % Rolling Chip win percentage 3.51 % 3.76 % (0.25) pts Slot handle $ 17,926 $ 11,797 52.0 % Slot hold percentage 3.9 % 4.3 % (0.4) pts 39 Table of Contents Room revenues increased $566 million compared to the nine months ended September 30, 2022. The increase was due to increases of $426 million and $140 million at our Macao operations and Marina Bay Sands, respectively. Macao room revenues increased as a result of an increase in occupancy rates and ADR, driven by increased visitation as pandemic-related restrictions were lifted beginning in December 2022 and the grand opening of The Londoner Macao in May 2023. At Marina Bay Sands, room revenues increased due to the elimination of pandemic-related restrictions in April 2022, and from the introduction of new and elevated suites and rooms and other amenities. The following table summarizes the results of our room activity: Nine Months Ended September 30, 2023 2022 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 142 $ 38 273.7 % Occupancy rate 93.1 % 38.9 % 54.2 pts Average daily room rate (ADR) $ 209 $ 143 46.2 % Revenue per available room (RevPAR) $ 195 $ 56 248.2 % The Londoner Macao Total room revenues $ 232 $ 43 439.5 % Occupancy rate 74.9 % 25.7 % 49.2 pts Average daily room rate (ADR) $ 201 $ 149 34.9 % Revenue per available room (RevPAR) $ 150 $ 38 294.7 % The Parisian Macao Total room revenues $ 100 $ 23 334.8 % Occupancy rate 91.0 % 38.7 % 52.3 pts Average daily room rate (ADR) $ 159 $ 107 48.6 % Revenue per available room (RevPAR) $ 145 $ 41 253.7 % The Plaza Macao and Four Seasons Macao Total room revenues $ 69 $ 20 245.0 % Occupancy rate 79.3 % 26.3 % 53.0 pts Average daily room rate (ADR) $ 490 $ 435 12.6 % Revenue per available room (RevPAR) $ 389 $ 114 241.2 % Sands Macao Total room revenues $ 12 $ 5 140.0 % Occupancy rate 94.8 % 53.5 % 41.3 pts Average daily room rate (ADR) $ 170 $ 137 24.1 % Revenue per available room (RevPAR) $ 161 $ 74 117.6 % Singapore Operations: Marina Bay Sands (1) Total room revenues $ 326 $ 186 75.3 % Occupancy rate 96.9 % 91.3 % 5.6 pts Average daily room rate (ADR) $ 626 $ 375 66.9 % Revenue per available room (RevPAR) $ 607 $ 343 77.0 % __________________________ (1) During the nine months ended September 30, 2023 and 2022, approximately 2,000 and 2,100 rooms, respectively, were available for use. Food and beverage revenues increased $225 million compared to the nine months ended September 30, 2022. The increase was due to increases of $123 million and $102 million at our Macao operations and Marina Bay Sands, respectively, driven by new outlets and increased business volume at food and beverage outlets and banquet operations. 40 Table of Contents Mall revenues increased $119 million compared to the nine months ended September 30, 2022. The increase of $100 million in our Macao operation was primarily driven by a $101 million increase due to a decrease in rent concessions and an increase in overage rent, partially offset by a $4 million decrease in base rent. The $19 million increase at Marina Bay Sands was driven by a $9 million increase in overage rent and a $7 million 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: Nine Months Ended September 30, (1) 2023 2022 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 161 $ 111 45.0 % Mall gross leasable area (in square feet) 818,773 814,771 0.5 % Occupancy 80.0 % 79.1 % 0.9 pts Base rent per square foot $ 277 $ 286 (3.1) % Tenant sales per square foot (2) $ 1,743 $ 1,021 70.7 % Shoppes at Londoner Total mall revenues $ 47 $ 35 34.3 % Mall gross leasable area (in square feet) 611,192 605,461 0.9 % Occupancy 54.2 % 54.9 % (0.7) pts Base rent per square foot $ 152 $ 136 11.8 % Tenant sales per square foot (2) $ 1,701 $ 1,112 53.0 % Shoppes at Parisian Total mall revenues $ 23 $ 20 15.0 % Mall gross leasable area (in square feet) 296,352 296,322 — % Occupancy 66.1 % 73.8 % (7.7) pts Base rent per square foot $ 110 $ 121 (9.1) % Tenant sales per square foot (2) $ 641 $ 376 70.5 % Shoppes at Four Seasons Total mall revenues $ 125 $ 90 38.9 % Mall gross leasable area (in square feet) 249,303 248,674 0.3 % Occupancy 92.7 % 94.4 % (1.7) pts Base rent per square foot $ 595 $ 542 9.8 % Tenant sales per square foot (2) $ 6,714 $ 4,301 56.1 % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 178 $ 159 11.9 % Mall gross leasable area (in square feet) 616,699 622,007 (0.9) % Occupancy 99.5 % 99.8 % (0.3) pts Base rent per square foot $ 315 $ 283 11.3 % Tenant sales per square foot (2) $ 2,998 $ 2,359 27.1 % __________________________ Note: 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 nine months ended September 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 September 30, 2023 and 2022, they are identical to the summary presented herein for the three months ended September 30, 2023 and 2022, respectively. 41 Table of Contents (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 $116 million compared to the nine months ended September 30, 2022, due primarily to increases of $87 million and $29 million at our Macao operations and Marina Bay Sands, respectively, driven by increases of $40 million in ferry operations due to the resumption of ferry services in January 2023, $20 million in convention revenue, $23 million in retail and other operating revenues (e.g. limo and spa), including $12 million in insurance recovery due to Typhoon Saola in September 2023, and $18 million in entertainment revenue. Operating Expenses Our operating expenses consisted of the following: Nine Months Ended September 30, 2023 2022 Percent Change (Dollars in millions) Casino $ 3,011 $ 1,323 127.6 % Rooms 207 125 65.6 % Food and beverage 349 221 57.9 % Mall 65 53 22.6 % Convention, retail and other 141 73 93.2 % Provision for credit losses 2 14 (85.7) % General and administrative 820 694 18.2 % Corporate 166 167 (0.6) % Pre-opening 13 11 18.2 % Development 140 108 29.6 % Depreciation and amortization 875 780 12.2 % Amortization of leasehold interests in land 43 42 2.4 % Loss on disposal or impairment of assets 22 8 175.0 % Total operating expenses $ 5,854 $ 3,619 61.8 % Operating expenses were $5.85 billion for the nine months ended September 30, 2023, an increase of $2.24 billion compared to $3.62 billion for the nine months ended September 30, 2022. The increase was primarily driven by a $1.69 billion increase in casino expenses. Casino expenses increased $1.69 billion compared to the nine months ended September 30, 2022. The increase was primarily attributable to increases of $1.34 billion and $175 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues. We also had 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 $82 million compared to the nine months ended September 30, 2022. The increase was due to increases of $59 million and $23 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased occupancy in both Macao and Marina Bay Sands and higher costs associated with the new and elevated suites and rooms introduced at Marina Bay Sands during the year. Food and beverage expenses increased $128 million compared to the nine months ended September 30, 2022. The increase was due to increases of $75 million and $53 million at Marina Bay Sands and our Macao operations, respectively, driven by increased business volume at food outlets and banquets operations in line with increased property visitation. Convention, retail and other expenses increased $68 million compared to the nine months ended September 30, 2022, due to increases of $54 million and $14 million at our Macao operations and Marina Bay Sands, respectively. The increases were primarily due to increases of $26 million in ferry operation expenses due to the resumption of ferry services in January 2023, $16 million in entertainment expenses, $6 million in convention expenses, $3 million in limo expenses and $2 million in retail expenses. 42 Table of Contents Provision for credit losses was $2 million for the nine months ended September 30, 2023, compared to $14 million for the nine months ended September 30, 2022. The $12 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. 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 $126 million compared to the nine months ended September 30, 2022. The increase was primarily due to increases of $69 million and $57 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 $140 million for the nine months ended September 30, 2023, compared to $108 million for the nine months ended September 30, 2022. During the nine months ended September 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 $95 million compared to the nine months ended September 30, 2022. The increase was primarily due to a $68 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service during the second quarter and a $27 million increase at our Macao operations primarily as a result of accelerated depreciation related to the second phase of the renovations at The Londoner Macao and amortization of the intangible asset related to the Macao gaming concession. Loss on disposal or impairment of assets was $22 million for the nine months ended September 30, 2023, compared to $8 million for the nine months ended September 30, 2022. The losses incurred for the nine months ended September 30, 2023 were primarily due to $13 million in demolition costs related to renovations at Marina Bay Sands and $9 million in disposals and demolition costs at our Macao operations. The losses incurred for the nine months ended September 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: Nine Months Ended September 30, 2023 2022 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 752 $ (39) (2,028.2) % The Londoner Macao 326 (147) (321.8) % The Parisian Macao 201 (77) (361.0) % The Plaza Macao and Four Seasons Macao 237 55 330.9 % Sands Macao 42 (61) (168.9) % Ferry Operations and Other 12 (4) (400.0) % 1,570 (273) (675.1) % Marina Bay Sands 1,317 783 68.2 % Consolidated adjusted property EBITDA (1) $ 2,887 $ 510 466.1 % ____________________ (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 our operations with those of our competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted 43 Table of Contents 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. Nine Months Ended September 30, 2023 2022 (In millions) Consolidated adjusted property EBITDA $ 2,887 $ 510 Other Operating Costs and Expenses Stock-based compensation (a) (25) (20) Corporate (166) (167) Pre-opening (13) (11) Development (140) (108) Depreciation and amortization (875) (780) Amortization of leasehold interests in land (43) (42) Loss on disposal or impairment of assets (22) (8) Operating income (loss) 1,603 (626) Other Non-Operating Costs and Expenses Interest income 225 56 Interest expense, net of amounts capitalized (628) (501) Other expense (17) (29) Income tax expense (221) (172) Net income (loss) from continuing operations $ 962 $ (1,272) ____________________ (a) During the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense of $58 million and $47 million, respectively, of which $33 million and $27 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. Adjusted property EBITDA at our Macao operations increased $1.84 billion compared to the nine months ended September 30, 2022, primarily due to increased casino and room revenues 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 $534 million compared to the nine months ended September 30, 2022. The increase was primarily due to increased revenues across our operations driven by the reopening of borders and elimination of most pandemic-related restrictions in April 2022, as well as introducing new and elevated suites and rooms and other amenities at Marina Bay Sands during the year. 44 Table of Contents Interest Expense The following table summarizes information related to interest expense: Nine Months Ended September 30, 2023 2022 (Dollars in millions) Interest cost $ 633 $ 504 Less — capitalized interest (5) (3) Interest expense, net $ 628 $ 501 Weighted average total debt balance $ 15,500 $ 15,188 Weighted average interest rate 5.4 % 4.4 % Interest cost increased $129 million compared to the nine months ended September 30, 2022, primarily resulting from an increase in the weighted average interest rate from 4.4% to 5.4% during the nine months ended September 30, 2023, when compared to the nine months ended September 30, 2022. This is due to the increase in the underlying benchmark rates on our SCL Revolving Facility and our Singapore Credit Facility. Interest cost was also impacted by an overall increase in our weighted average total debt balance, primarily due to the $1.20 billion drawn on the SCL Revolving Facility in 2022, and the addition of the $201 million finance lease entered into in June 2023 for the New York land lease. This increase was offset by the $1.20 billion and $500 million paid on the SCL Revolving Facility in May 2023 and August 2023, respectively. We also had $23 million in imputed interest expense on the Macao gaming concession financial liability in 2023. Other Factors Affecting Earnings Interest income was $225 million for the nine months ended September 30, 2023, compared to $56 million for the nine months ended September 30, 2022, an increase of $169 million, which was primarily attributable to an increase of $159 million in interest income on money market funds, bank deposits and treasury bills driven by higher interest rates. Our average interest rates on cash and cash equivalents during the nine months ended September 30, 2023 was 4.9%, compared to 1.1% for the nine months ended September 30, 2022. We also had an increase of $8 million in interest income on the seller financing loan provided in connection with the sale of the Las Vegas properties due to an increase in the interest rate as the buyer elected payment-in-kind for the interest payments effective July 1, 2022 and an increase in the period in which the loan balance was outstanding in 2023. Other expense was $17 million for the nine months ended September 30, 2023, compared to $29 million for the nine months ended September 30, 2022. Other expense during the nine months ended September 30, 2023, was primarily attributable to $27 million of foreign currency transaction losses driven by U.S. dollar denominated debt held by SCL, partially offset by $12 million of foreign currency transaction gains at MBS. Our income tax expense was $221 million on income before income taxes of $1.18 billion for the nine months ended September 30, 2023, resulting in a 18.7% effective income tax rate. This compares to a 15.6% effective income tax rate for the nine months ended September 30, 2022. The income tax expense for the nine months ended September 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, VML and its peers received an income tax exemption on gaming operations 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. 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. We are evaluating the timing of an application for a new shareholder dividend tax agreement with the Macao government. 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. 45 Table of Contents The net income attributable to our noncontrolling interests was $123 million for the nine months ended September 30, 2023, compared to a net loss attributable to our noncontrolling interests of $370 million for the nine months ended September 30, 2022. These amounts were related to the noncontrolling interest of SCL. Additional Information Regarding our Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures. The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 2023 and 2022: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the three months ended September 30, 2023 Mall revenues: Minimum rents (1) $ 43 $ 31 $ 9 $ 4 $ 40 Overage rents 7 17 4 1 19 CAM, levies and direct recoveries 8 2 4 2 9 Total mall revenues 58 50 17 7 68 Mall operating expenses: Common area maintenance 3 2 2 1 6 Marketing and other direct operating expenses 2 2 2 — 2 Mall operating expenses 5 4 4 1 8 Property taxes (3) — — — — 2 Mall-related expenses (4) $ 5 $ 4 $ 4 $ 1 $ 10 For the three months ended September 30, 2022 Mall revenues: Minimum rents (1) $ 40 $ 29 $ 7 $ 5 $ 37 Overage rents 2 1 2 — 11 Rent concessions (2) (22) (9) (3) (3) — CAM, levies and direct recoveries 6 2 3 3 7 Total mall revenues 26 23 9 5 55 Mall operating expenses: Common area maintenance 2 1 2 1 6 Marketing and other direct operating expenses 1 1 1 — 1 Mall operating expenses 3 2 3 1 7 Property taxes (3) — — — — 1 Mall-related expenses (4) $ 3 $ 2 $ 3 $ 1 $ 8 46 Table of Contents Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the nine months ended September 30, 2023 Mall revenues: Minimum rents (1) $ 124 $ 92 $ 25 $ 13 $ 117 Overage rents 14 26 11 4 36 CAM, levies and direct recoveries 23 7 11 6 25 Total mall revenues 161 125 47 23 178 Mall operating expenses: Common area maintenance 10 4 6 3 17 Marketing and other direct operating expenses 7 7 4 2 4 Mall operating expenses 17 11 10 5 21 Property taxes (3) 1 — — — 5 Mall-related expenses (4) $ 18 $ 11 $ 10 $ 5 $ 26 For the nine months ended September 30, 2022 Mall revenues: Minimum rents (1) $ 128 $ 90 $ 22 $ 18 $ 110 Overage rents 3 3 8 1 27 Rent concessions (2) (41) (10) (4) (6) — CAM, levies and direct recoveries 21 7 9 7 22 Total mall revenues 111 90 35 20 159 Mall operating expenses: Common area maintenance 8 3 5 3 15 Marketing and other direct operating expenses 5 4 3 2 4 Mall operating expenses 13 7 8 5 19 Property taxes (3) 1 — — — 3 Mall-related expenses (4) $ 14 $ 7 $ 8 $ 5 $ 22 ____________________ Note: This table excludes the results of our retail outlets 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) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. 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. (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. 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 47 Table of Contents 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. New York 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. Singapore 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 $3.29 billion at exchange rates in effect on September 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 $1.08 billion as of September 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. 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 Second Development Agreement. On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022. As noted above, we are in the process of completing the design and reviewing the budget and timing of the MBS expansion due to various factors. As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered. We do not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to lenders. We are nearing completion of the renovation of Towers 1 and 2 of Marina Bay Sands. This renovation has introduced world class suites and other luxury amenities at a cost estimated at approximately $1.0 billion upon completion. We also announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $750 million. These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things. These projects are in addition to the previously announced plans for the MBS Expansion Project. 48 Table of Contents Macao 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 September 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 $3.45 billion at exchange rates in effect on September 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 have commenced works on Phase II of the Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers and the addition of new attractions, dining, retail and entertainment offerings. These projects have a total estimated cost of $1.0 billion . Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally. Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Nine Months Ended September 30, 2023 2022 (In millions) Net cash generated from (used in) operating activities from continuing operations $ 2,221 $ (840) Cash flows from investing activities from continuing operations: Capital expenditures (692) (504) Proceeds from disposal of property and equipment 3 9 Acquisition of intangible assets and other (236) (104) Net cash used in investing activities from continuing operations (925) (599) Cash flows from financing activities from continuing operations: Proceeds from exercise of stock options 4 — Tax withholding on vesting of equity awards (1) (1) Dividends paid (153) — Proceeds from long-term debt — 700 Repayments on long-term debt (1,803) (50) Payments of financing costs (32) (9) Other (25) — Transactions with discontinued operations — 5,032 Net cash generated from (used in) financing activities from continuing operations $ (2,010) $ 5,672 Cash Flows — Operating Activities Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. Cash flows from 49 Table of Contents operating activities for the nine months ended September 30, 2023, increased $3.06 billion as compared to the nine months ended September 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. Cash Flows — Investing Activities Capital expenditures for the nine months ended September 30, 2023, totaled $692 million. Included in this amount was $400 million for construction activities at Marina Bay Sands in Singapore and $124 million for construction and development activities in Macao, which consisted of $66 million for The Londoner Macao, $44 million for The Venetian Macao, $8 million for The Plaza Macao and Four Seasons Macao, $3 million for Sands Macao and $3 million for The Parisian Macao. Additionally, this amount included $168 million for corporate and other costs. 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 nine months ended September 30, 2022, totaled $504 million. Included in this amount was $255 million at Marina Bay Sands in Singapore and $199 million for construction and development activities in Macao, which consisted of $153 million for The Londoner Macao, $35 million for The Venetian Macao, $7 million for The Plaza Macao and Four Seasons Macao, $2 million for Sands Macao and $2 million for the Parisian Macao. Additionally, this amount included $50 million for corporate and other costs. Cash Flows — Financing Activities Net cash flows used in financing activities were $2.01 billion for the nine months ended September 30, 2023, which was primarily attributable to $1.80 billion in repayments on long-term debt, primarily related to the repayment on the SCL revolving facility of $1.70 billion, $153 million in dividend payments, $32 million in deferred offering costs primarily relating to the amendment and restatement of the 2018 SCL Credit Facility and $25 million in other financial liability payments. Net cash flows generated from financing activities were $5.67 billion for the nine months ended September 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. These items were partially offset by $50 million in repayments on long-term debt and $9 million in deferred offering costs relating to obtaining LVSC Revolving Facility lender consents to consummate the Las Vegas sale. Capital Financing Overview We fund our development projects primarily through borrowings from our debt instruments and operating cash flows. 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 September 30, 2023, our U.S. and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.5x and 2.0x, 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. 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 50 Table of Contents 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 paid a customary fee to the Extending Lenders that consented. The amendments with respect to the Extended Commitments took effect on July 31, 2023. On January 30, 2023, LVSC entered into the Fourth Amendment with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ending on and including December 31, 2023, as follows: (i) for the fiscal quarter ending March 31, 2023, consolidated adjusted EBITDA for such fiscal quarter multiplied by four, (ii) for the fiscal quarter ending June 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the immediately preceding fiscal quarter multiplied by two, and (iii) for the fiscal quarter ending September 30, 2023, consolidated adjusted EBITDA for such fiscal quarter and the two immediately preceding fiscal quarters, multiplied by four-thirds; (b) extend the period during which LVSC is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2023; 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 $5.57 billion and restricted cash of approximately $124 million as of September 30, 2023, which approximately $1.94 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.94 billion, approximately $1.61 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements. 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 we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $5.57 billion and cash flow generated from operations, as well as the $4.17 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 $2.70 billion at exchange rates in effect on September 30, 2023) under our Singapore Delayed Draw Term Facility as of September 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. In July 2023, we announced the resumption of our return of capital program. On August 16, 2023, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, during the nine months ended September 30, 2023, recorded $153 million as a distribution against retained earnings. In October 2023, 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 November 15, 2023, to stockholders of record on November 7, 2023. 51 Table of Contents Share Repurchase Program On October 16, 2023, our Board of Directors authorized increasing the remaining repurchase amount of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025. During the nine months ended September 30, 2023, no shares of our common stock were repurchased. We intend to resume our share repurchase program in the fourth quarter of 2023. All share repurchases of our common stock have been recorded as treasury stock. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions. Aggregate Indebtedness and Other Contractual Obligations As of September 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 $1.70 billion repayment and the accompanying interest on this facility; the decrease in fixed interest payments on the SCL senior notes due to an upgraded credit rating from Standard & Poor’s, the decrease being effective on the first payment date after July 26, 2023; the land lease related to the purchase of the Nassau Coliseum; and new sponsorship and similar agreements entered into. These transactions are summarized below: Payments Due by Period 2023 (1) 2024 - 2025 2026 - 2027 Thereafter Total (In millions) Long-Term Debt Obligations (2) 2018 SCL Credit Facility — Revolving $ — $ 250 $ — $ — $ 250 Fixed Interest Payments 17 657 405 303 1,382 Variable Interest Payments (3) 5 31 — — 36 Other (4) 1 12 13 1,570 1,596 Contractual Obligations Other (5) 2 91 117 90 300 Total $ 25 $ 1,041 $ 535 $ 1,963 $ 3,564 _______________________ (1) Represents the three-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 September 30, 2023, Hong Kong Interbank Offered Rate (“HIBOR”) of 5.40% 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 the Nassau Coliseum transaction. (5) Consists of non-cancellable contractual obligations related to various sponsorship and similar agreements. Refer to "Note 9 — Commitments and Contingencies" for further details on the sponsorship and similar agreements. 52 Table of Contents Special Note Regarding Forward-Looking Statements This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with: • our ability to maintain our Concession in Macao and gaming license in Singapore; • 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 and produce future returns; • general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales; • uncertainty about the pace of recovery of travel and tourism in Asia from the impacts of the COVID-19 pandemic; • disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war; • the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao and Singapore; • 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 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; • the possibility that the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong; • the possibility that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in which regulatory oversight is conducted in Macao; • our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects; • fluctuations in currency exchange rates and interest rates, and the possibility of increased expense as a result; • increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers; 53 Table of Contents • our ability to compete for limited management and labor resources in Macao and Singapore, and policies of those governments that may also affect our ability to employ imported managers or labor from other countries; • our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us; • the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate; • the ability of our insurance coverage to cover all possible losses that our properties could suffer and the potential for our insurance costs to increase in the future; • our ability to collect gaming receivables from our credit players; • the collectability of our outstanding loan receivable; • our dependence on chance and theoretical win rates; • fraud and cheating; • our ability to establish and protect our intellectual property rights; • reputational risk related to the license of certain of our trademarks; • the possibility that our securities may be prohibited from being traded in the U.S. securities market under the Holding Foreign Companies Accountable Act; • conflicts of interest that arise because certain of our directors and officers are also directors and officers of SCL; • government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet; • increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming; • the popularity of Macao and Singapore as convention and trade show destinations; • new taxes, changes to existing tax rates or proposed changes in tax legislation; • the continued services of our key officers; • any potential conflict between the interests of our Principal Stockholders and us; • labor actions and other labor problems; • our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations; • the completion of infrastructure projects in Macao; • limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi; • the outcome of any ongoing and future litigation; and • potential negative impacts from environmental, social and governance and sustainability matters. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no 54 Table of Contents obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws. Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues. In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information. The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only. 55 Table of Contents