What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-04-19 compared with 2023-10-20 · 160 added, 552 removed, 402 unchanged (64% of the section changed)

12 unchanged sentences

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.

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.

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

The Macao government announced total visitation from mainland China to Macao increased approximately 125.8% during the two months ended February 29, 2024 (the latest statistics currently available), as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 65.5% during the three months ended March 31, 2024, as compared to the same period in 2023.

Our operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

Airlift passenger movement has increased with a total of 11 million passengers having passed through Singapore's Changi Airport in January and February 2024 (the latest statistics currently available), an increase of 29% compared to the same period in 2023.

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.

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.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 4.4 million for the three months ended March 31, 2024, from approximately 2.9 million for the same period in 2023.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $4.96 billion and access to $1.50 billion, $2.49 billion and $436 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of March 31, 2024.

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

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 2023 Annual Report on Form 10-K filed on February 7, 2024.

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.

There were no newly identified significant accounting policies and estimates during the three months ended March 31, 2024, nor were there any material changes to the critical accounting policies and estimates discussed in our 2023 Annual Report.

Recent Accounting Pronouncements

21 unchanged sentences

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 Rolling Chip table games are expected to produce a win percentage of 3.30% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 24.6%, 21.1%, 21.5%, 24.3%, 16.8% and 18.9% 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 4.1%, 4.0%, 4.0%, 4.6%, 3.0% and 3.7% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

1 unchanged sentence

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.

In Macao and Singapore, 9.6% and 13.5%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2024.

Hotel revenue measurements:

10 unchanged sentences

(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.

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.

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

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

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

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

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.

Net revenues for the three months ended March 31, 2024, were $2.96 billion, compared to $2.12 billion for the three months ended March 31, 2023.

Operating income was $717 million for the three months ended March 31, 2024, compared to $378 million for the three months ended March 31, 2023.

Net income was $583 million for the three months ended March 31, 2024, compared to $145 million for the three months ended March 31, 2023.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2024 2023 Percent

6 unchanged sentences

Total net revenues $ 2,959 $ 2,120 39.6 %

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

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,

Consolidated net revenues were $2.96 billion for the three months ended March 31, 2024, an increase of $839 million compared to $2.12 billion for the three months ended March 31, 2023.

The increase was due to increases of $531 million and $308 million at our Macao operations and Marina Bay Sands, respectively.

Net casino revenues increased $687 million compared to the three months ended March 31, 2023.

The increase was due to increases of $421 million and $266 million at our Macao operations and Marina Bay Sands, respectively.

The revenue growth at our Macao operations resulted from higher visitation across our properties resulting in increased table games and slot volumes, partially offset by a decrease in table games rolling win and slot hold percentages.

Casino revenues at Marina Bay Sands increased due to higher table games and slot volumes, resulting from several events in Singapore driving more visitation, partially offset by a decrease in slot hold percentage.

Three Months Ended March 31,

2024 2023 Change

9 unchanged sentences

Slot hold percentage 3.9 % 4.4 % (0.5) 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

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

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 %

Three Months Ended September 30,

2023 2022 Change

(Room revenues in millions)

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 %

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 %

__________________________

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).

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended September 30,

2023 2022 Percent

(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.

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

(Dollars in millions)

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.

Three Months Ended September 30,

(In millions)

Consolidated adjusted property EBITDA $ 1,122 $ 191

Other Operating Costs and Expenses

Stock-based compensation (a)

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)

Income tax expense

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,

(Dollars in millions)

Interest cost

Less — capitalized interest (2) (1)

Interest expense, net

Weighted average total debt balance

$ 14,863 $ 15,491

Weighted average interest rate

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.

$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.

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

(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 %

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,

Three Months Ended March 31,

2024 2023 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

22 unchanged sentences

Slot hold percentage 16.2 % 8.7 % 7.5 pts

Nine Months Ended September 30,

2023 2022 Change

(Dollars in millions)

Total net casino revenues $ 69 $ 67 3.0 %

14 unchanged sentences

Slot hold percentage 3.6 % 4.2 % (0.6) pts

Room revenues increased $566 million compared to the nine months ended September 30, 2022.

Room revenues increased $87 million compared to the three months ended March 31, 2023.

The increase was due to increases of $58 million and $29 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,

Macao room revenue increased as a result of increased occupancy rates, partially offset by a decrease in ADR due to increased hotel room inventory across the Macao market.

Marina Bay Sands room revenues increased as a result of increased ADR, partially offset by a decrease in occupancy rates in connection with room renovations.

Three Months Ended March 31,

2024 2023 Change

32 unchanged sentences

__________________________

(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.

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.

(1) During the three months ended March 31, 2024 and 2023, approximately 2,100 and 1,900 rooms were available for occupancy.

Food and beverage revenues increased $26 million compared to the three months ended March 31, 2023.

The increase was due to a $24 million and $2 million at our Macao operations and Marina Bay Sands, respectively, driven by increased business volume at food and beverage outlets and banquet operations.

Mall revenues increased $12 million compared to the three months ended March 31, 2023.

The increase was driven by a $6 million increase at our Macao operations, primarily driven by increases in occupancy and minimum rent, and a $6 million increase at Marina Bay Sands, driven by increases in minimum rent and overage rent.

Nine Months Ended September 30, (1)

Three Months Ended March 31,

2024 2023 Change

39 unchanged sentences

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.

(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 $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.

Convention, retail and other revenues increased $27 million compared to the three months ended March 31, 2023.

The increase was due to increases of $22 million and $5 million at our Macao operations and Marina Bay Sands, respectively.

Increases at our Macao operations were primarily driven by increases of $9 million in ferry operations, $5 million in entertainment revenue and $8 million in limo, convention and other operating revenues (e.g., Eiffel Tower, spa, and gondola rides).

Increases at Marina Bay Sands were primarily driven by increases of $2 million in convention revenue, $2 million in entertainment revenue and $1 million in other operating revenues (e.g., SkyPark, ArtScience museum).

Operating Expenses

Our operating expenses consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

2024 2023 Percent

5 unchanged sentences

Convention, retail and other 57 39 46.2 %

Provision for credit losses 2 14 (85.7) %

Provision for (recovery of) credit losses 11 (6) (283.3) %

General and administrative 286 251 13.9 %

6 unchanged sentences

Total operating expenses $ 2,242 $ 1,742 28.7 %

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.

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.

Operating expenses were $2.24 billion for the three months ended March 31, 2024, an increase of $500 million compared to $1.74 billion for the three months ended March 31, 2023, driven by increased visitation across our properties resulting in increased table game and slot volume and higher room occupancy.

Casino expenses increased $306 million compared to the three months ended March 31, 2023.

The increase was primarily attributable to increases of $209 million and $55 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues.

Room expenses increased $22 million compared to the three months ended March 31, 2023.

The increase was attributable to increases of $18 million and $4 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 throughout 2023 and the first quarter of 2024.

Food and beverage expenses increased $22 million compared to the three months ended March 31, 2023.

The increase was due to increases of $18 million and $4 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 $18 million compared to the three months ended March 31, 2023, consisting of increases of $14 million and $4 million at our Macao operations and Marina Bay Sands, respectively.

The increases were driven by $6 million in entertainment expenses due to increased event volume, $5 million in ferry operation expenses due to increased passenger volume, $3 million in limo expenses and $1 million in convention expenses.

Provision for credit losses was $11 million for three months ended March 31, 2024, compared to a recovery of credit losses of $6 million for the three months ended March 31, 2023.

The $17 million increase was driven by an $11 million increase in Macao, due to higher settlements from previously reserved accounts in the prior year same period resulting in a reversal of $8 million and an increase in the provision for the current quarter of $3 million.

addition, an increase of $6 million in Singapore was from higher casino credit extended in the current year.

The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities.

General and administrative expenses increased $126 million compared to the nine months ended September 30, 2022.

General and administrative expenses increased $35 million compared to the three months ended March 31, 2023.

The increase was primarily due to increases of $20 million and $15 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.

Corporate expense increased $21 million compared to the three months ended March 31, 2023.

During the three months ended March 31, 2024, the Company recognized $13 million related to a new shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024 and covers from 2023 to 2025.

Development expenses were $53 million for the three months ended March 31, 2024, compared to $42 million for the three months ended March 31, 2023.

During the three months ended March 31, 2024, the costs were associated with our evaluation and pursuit of new business opportunities in New York and Texas and our 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.

Depreciation and amortization increased $46 million compared to the three months ended March 31, 2023.

The increase was primarily due to a $38 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2023 and the first quarter of 2024.

Loss on disposal or impairment of assets was $14 million for three months ended March 31, 2024.

The losses incurred for the three months ended March 31, 2024, were due to $10 million in demolition costs primarily related to the upgrade of the Cotai Arena and $3 million related to the renovations at Marina Bay Sands.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Nine Months Ended September 30,

Three Months Ended March 31,

2024 2023 Percent

12 unchanged sentences

(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 before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

Integrated Resort companies have historically reported adjusted

property EBITDA as a supplemental performance measure to GAAP financial measures.

Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

development expense and corporate expense, from their adjusted property EBITDA calculations.

2 unchanged sentences

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,

Three Months Ended March 31,

(In millions)

8 unchanged sentences

Loss on disposal or impairment of assets (14) (14)

Operating income (loss) 1,603 (626)

Operating income

Other Non-Operating Costs and Expenses

3 unchanged sentences

Income tax expense (17) (50)

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.

(a) During the three months ended March 31, 2024 and 2023, we recorded stock-based compensation expense of $20 million and $22 million, respectively, of which $14 million and $11 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $212 million compared with the three months ended March 31, 2023, due to increases in revenues across our operations from increased visitation to our properties in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $203 million compared to the three months ended March 31, 2023, due to increases in revenues across our operations driven by increased visitation, as well as new and elevated suites and rooms and other amenities introduced at Marina Bay Sands during the last twelve months.

Interest Expense

The following table summarizes information related to interest expense:

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost decreased $34 million compared to the three months ended March 31, 2023, primarily resulting from a decrease in the weighted average interest rate from 5.4% to 5.0% during the three months ended March 31, 2024, when compared to the three months ended March 31, 2023.

This is due to an overall decrease in our weighted average total debt balance, due to the $1.95 billion repayment on the SCL Revolving Facility in 2023.

Additionally, interest cost decreased $6 million due to the decrease on the coupon rates on our SCL Senior Notes following the credit rating upgrades for the Company and Sands China Ltd.

(“SCL”) to BBB- by the S&P on July 26, 2023 and Fitch on February 1, 2024.

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.

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 $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.

Interest income was $71 million for the three months ended March 31, 2024, compared to $70 million for the three months ended March 31, 2023.

The increase was attributable to higher market rates and increased paid-in-kind interest under the Seller Financing Loan Agreement entered into in connection with the sale of our Las Vegas real property and operations.

Our average interest rate on cash and cash equivalents during the three months ended March 31, 2024 was 4.8%, compared to 4.3% for the three months ended March 31, 2023, an increase of 50 basis points.

The increase was partially offset by a decrease in cash available to invest in the U.S.

due to share repurchases, dividends and development-related spend in the last twelve months.

Other expense was $6 million for the three months ended March 31, 2024, compared to $35 million for the three months ended March 31, 2023.

The decrease was primarily attributable to lower foreign currency transaction losses driven by U.S.

dollar-denominated debt held by SCL.

This was partially offset by foreign currency transaction gains driven by U.S.

dollar-denominated intercompany debt held by MBS.

Our income tax expense was $17 million on income before income taxes of $600 million for the three months ended March 31, 2024, resulting in a 2.8% effective income tax rate.

This compares to a 25.6% effective income tax rate for the three months ended March 31, 2023.

The income tax expense for the three months ended March 31, 2024, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations, and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.

On February 5, 2024, the Macao government provided notice that Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) and its peers received an income tax exemption on gaming operations for the period January 1, 2023 through December 31, 2027.

Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective January 1, 2023 through December 31, 2025, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.

For the year ended December 31, 2023, income tax expense included an anticipated $57 million shareholder dividend tax based on the information available at the balance sheet date.

During the three months ended March 31, 2024, we reversed the $57 million income tax expense and recorded $10 million to corporate expense related to the year ended December 31, 2023, to reflect the terms of the new shareholder dividend tax agreement.

The net income attributable to our noncontrolling interests was $89 million for the three months ended March 31, 2024, compared to a net loss attributable to our noncontrolling interests of $2 million for the three months ended March 31, 2023.

These amounts were related to the noncontrolling interest of SCL.

1 unchanged sentence

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.

Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia provides 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.

1 unchanged sentence

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:

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(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)

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)

Mall-related expenses (4)

$ 3 $ 2 $ 3 $ 1 $ 8

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2024 and 2023:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the nine months ended September 30, 2023

For the three months ended March 31, 2024

Mall revenues:

11 unchanged sentences

$ 6 $ 2 $ 3 $ 2 $ 10

For the nine months ended September 30, 2022

For the three months ended March 31, 2023

Mall revenues:

2 unchanged sentences

Overage rents 3 4 3 1 7

Rent concessions (2)

(41) (10) (4) (6) —

CAM, levies and direct recoveries 7 2 3 2 8

10 unchanged sentences

(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.

(2) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai.

5 unchanged sentences

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls.

Other mall operating companies may use different methodologies for deriving

mall-related expenses.

Other mall operating companies may use different methodologies for deriving mall-related expenses.

As such, this calculation may not be comparable to the NOI of other mall operating companies.

1 unchanged sentence

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.

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

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

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

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

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

The Second Development Agreement provides for a total minimum project cost of approximately 4.50 billion Singapore dollars (“SGD,” approximately $3.29 billion at exchange rates in effect on September 30, 2023).

As part of the Concession entered into by VML and the Macao government, VML has a financial commitment to spend 35.80 billion patacas (approximately $4.44 billion at exchange rates in effect on March 31, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $4.14 billion at exchange rates in effect on March 31, 2024) in non-gaming projects that will also appeal to international visitors.

We continue work on Phase II of The Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

These projects have a total estimated cost of $1.2 billion and are expected to be substantially completed in early 2025.

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

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

The Second Development Agreement provides for a total minimum project cost of approximately 4.5 billion Singapore dollars (“SGD,” approximately $3.3 billion at exchange rates in effect on March 31, 2024).

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.

We have incurred approximately $1.10 billion as of March 31, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On April 3, 2024, MBS and the STB entered into a letter agreement, which further extended the construction commencement deadline to July 8, 2025 and the construction completion deadline to July 8, 2029.

The renovation of Towers 1 and 2 of Marina Bay Sands is now complete and has introduced world class suites and other luxury amenities at a cost of approximately $1.0 billion.

We are continuing 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 , with an expected completion by 2025.

These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for its 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.

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 .

On June 2, 2023, we paid $241 million to acquire the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, the owners and operators of an entertainment arena 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 resolve certain matters associated with the right to lease the underlying land from the County or to obtain such casino license.

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

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

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Our cash flows consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

Net cash generated from (used in) operating activities from continuing operations $ 2,221 $ (840)

Cash flows from investing activities from continuing operations:

Net cash generated from operating activities $ 714 $ 441

Cash flows from investing activities:

Capital expenditures (196) (166)

Proceeds from disposal of property and equipment 3 9

Acquisition of intangible assets and other (4) (16)

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)

Net cash used in investing activities (200) (182)

Cash flows from financing activities:

Repurchase of common stock (450) —

Dividends paid

Proceeds from long-term debt — 700

Repayments on long-term debt (17) (17)

Payments of financing costs — (1)

Transactions with discontinued operations — 5,032

Net cash generated from (used in) financing activities from continuing operations $ (2,010) $ 5,672

Other (21) (18)

Net cash used in financing activities $ (639) $ (36)

Cash Flows — Operating Activities

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

Cash flows from

operating activities for the 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 from operating activities for the three months ended March 31, 2024, increased $273 million as compared to the three months ended March 31, 2023.

The increase in cash generated from operations was primarily due to our Macao and Singapore operations generating increased operating income driven by increased visitation in both Macao and Singapore.

The increase was partially offset by decreases in cash related to changes in working capital due to our gaming operations.

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.

Capital expenditures for the three months ended March 31, 2024, totaled $196 million.

Included in this amount was $99 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property.

Capital expenditures were $90 million for construction and development activities in Macao, which consisted of $41 million for The Londoner Macao, $38 million for The Venetian Macao, $4 million for Sands Macao, $4 million for The Parisian Macao and $3 million for The Plaza Macao and Four Seasons Macao.

Additionally, we funded $7 million for corporate and other costs.

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

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

Additionally, we funded $13 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.

Net cash flows used in financing activities were $639 million for the three months ended March 31, 2024, which was primarily attributable to $450 million for common stock repurchases, $151 million for dividend payments related to our stockholder return of capital program, $19 million in other financial liability payments and $17 million in repayments on long-term debt.

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

Capital Financing Overview

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

On April 3, 2024, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent for the lenders (the “2024 LVSC Revolving Credit Agreement”), pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “2024 LVSC Revolving Facility”), which are available until April 3, 2029, and include a $150 million sub-facility for letters of credit.

LVSC may utilize the proceeds of the loans for general corporate purposes and working capital requirements of LVSC and its subsidiaries and any other purpose not prohibited by the 2024 LVSC Revolving Credit Agreement.

Upon entering into the 2024 LVSC Revolving Credit Agreement, the existing LVSC Revolving Credit Agreement was terminated.

The terms and conditions under the 2024 LVSC Revolving Credit Agreement are similar to those under the LVSC Revolving Credit Facility.

Refer to “Note 3 — Long-term Debt” for further details.

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.

As of March 31, 2024, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.19x, 3.16x and 1.54x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 6.25x and 4.50x, 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

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.

We held unrestricted cash and cash equivalents of approximately $4.96 billion and restricted cash of approximately $124 million as of March 31, 2024, of which approximately $2.50 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

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

We believe 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.

We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $4.96 billion and cash flow generated from operations, as well as the $4.43 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 $2.73 billion at exchange rates in effect on March 31, 2024) under our Singapore Delayed Draw Term Facility as of March 31, 2024 (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 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.

normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

In February 2024, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, during the three months ended March 31, 2024, recorded $151 million as a distribution against retained earnings.

In April 2024, our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $149 million) to be paid on May 15, 2024, to stockholders of record on May 7, 2024.

We expect this level of dividend to continue quarterly through the remainder of 2024.

Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.

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.

During the three months ended March 31, 2024, we repurchased 8,576,873 shares of our common stock for $455 million (including commissions and $5 million in excise tax) under our share repurchase program.

All share repurchases of our common stock have been recorded as treasury stock.

We have approximately $1.05 billion remaining under our authorized share repurchase program.

Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise.

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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

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)

1 12 13 1,570 1,596

Contractual Obligations

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.

As of March 31, 2024, 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, 2023, with the exception of the decrease in fixed interest payments on the SCL Senior Notes due to an upgraded credit rating from Fitch.

This will result in a decrease of interest expense of approximately $14 million for year ending December 31, 2024, and decreases as the SCL Senior Notes are repaid based on each of their set maturity dates.

Special Note Regarding Forward-Looking Statements

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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.

“anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends,” “remains,” “positions” 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.

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• 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;

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• our dependence on chance and theoretical win rates;

• fraud and cheating;

• fraud and cheating that could result in losses in our gaming operations and reputational harm;

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

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Readers are cautioned not to place undue reliance on these forward-looking statements.

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.

We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis