What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-07-26 compared with 2024-04-19 · 470 added, 119 removed, 443 unchanged (57% of the section changed)

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

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q.

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.

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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.

The Macao government announced total visitation from mainland China to Macao increased approximately 52.9% during the six months ended June 30, 2024, as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 41.9% during the six months ended June 30, 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.

Airlift passenger movement has increased with a total of 27 million passengers having passed through Singapore's Changi Airport from January to May 2024 (the latest statistics currently available), an increase of 22% 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 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.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 8.2 million for the six months ended June 30, 2024, from approximately 6.3 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 $4.71 billion and access to $1.50 billion, $2.50 billion and $433 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of June 30, 2024.

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

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For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2023 Annual Report on Form 10-K filed on February 7, 2024.

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.

There were no newly identified significant accounting policies and estimates during the six months ended June 30, 2024, nor were there any material changes to the critical accounting policies and estimates discussed in our 2023 Annual Report.

Recent Accounting Pronouncements

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

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.

In Macao and Singapore, 9.7% and 12.4%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2024.

Hotel revenue measurements:

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

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

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

Summary Financial Results

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.

Net revenues for the three months ended June 30, 2024, were $2.76 billion, compared to $2.54 billion for the three months ended June 30, 2023.

Operating income was $591 million for the three months ended June 30, 2024, compared to $537 million for the three months ended June 30, 2023.

Net income was $424 million for the three months ended June 30, 2024, compared to $368 million for the three months ended June 30, 2023.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 Percent

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Total net revenues $ 2,761 $ 2,542 8.6 %

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.

Consolidated net revenues were $2.76 billion for the three months ended June 30, 2024, an increase of $219 million compared to $2.54 billion for the three months ended June 30, 2023.

The increase was due to increases of $126 million and $93 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.

Net casino revenues increased $173 million compared to the three months ended June 30, 2023.

The increase was due to increases of $116 million and $57 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,

Casino revenues at Marina Bay Sands increased due to higher Non-Rolling Chip drop resulting from increased visitation and a higher Rolling Chip win percentage, partially offset by a decrease in Non-Rolling Chip win percentage .

Three Months Ended June 30,

2024 2023 Change

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Slot hold percentage 3.5 % 4.3 % (0.8) pts

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 Change

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Rolling Chip volume (1)

Rolling Chip win percentage 4.58 % 9.58 % (5.00) pts

$ — $ 612 (100.0) %

Rolling Chip win percentage (1)

— % 7.18 % (7.18) pts

Slot handle $ 943 $ 682 38.3 %

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Slot handle (2)

$ 1 $ 46 (97.8) %

Slot hold percentage 23.4 % 5.8 % 17.6 pts

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Slot hold percentage 4.0 % 4.0 % — pts

__________________________

(1) All rolling chip gaming activity was relocated to other properties at the beginning of the quarter.

(2) During the current year, a majority of the slot machines were relocated to other properties, with the remaining slot machines reserved for high-end patrons.

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 $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 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,

Room revenues increased $17 million compared to the three months ended June 30, 2023.

The increase was due to an increase of $20 million at Marina Bay Sands, partially offset by a decrease of $3 million at our Macao operations.

Marina Bay Sands room revenues increased as a result of increased ADR, partially offset by a decrease in occupied room nights, driven by room renovations.

Macao room revenues decreased due to decreased ADR as a result of increased hotel room inventory across the Macao market and fewer rooms available due to the renovations associated with the conversion of the Sheraton towers to the Londoner Grand.

Three Months Ended June 30,

2024 2023 Change

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__________________________

(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.

(1) During the three months ended June 30, 2024, a daily average of approximately 1,350 rooms were excluded from available rooms in connection with the renovations related to the conversion of the Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao.

(2) During the three months ended June 30, 2024 and 2023, approximately 1,850 and 2,100 rooms, respectively, were available for occupancy.

Mall revenues increased $2 million compared to the three months ended June 30, 2023.

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

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 Change

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

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).

Convention, retail and other revenues increased $22 million compared to the three months ended June 30, 2023.

The increase was due to increases of $18 million and $4 million at Marina Bay Sands and our Macao operations, respectively.

Increases at Marina Bay Sands were primarily driven by an $8 million nonrecurring adjustment related to a change in accounting estimate of our non-gaming club points accrual, and increases of $6 million in convention revenue and $2 million in entertainment and other operating revenues (e.g., SkyPark, ArtScience museum).

Increases at our Macao operations were primarily driven by increases of $2 million in

entertainment, $1 million in ferry operations and $1 million in limo, convention and other operating revenues (e.g., Eiffel Tower, spa, and gondola rides).

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 Percent

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Convention, retail and other 58 50 16.0 %

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

Provision for credit losses 4 5 (20.0) %

General and administrative 268 279 (3.9) %

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Total operating expenses $ 2,170 $ 2,005 8.2 %

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.

Operating expenses were $2.17 billion for the three months ended June 30, 2024, an increase of $165 million compared to $2.01 billion for the three months ended June 30, 2023, driven by increased visitation across our properties resulting in increased table game and slot volume.

Casino expenses increased $107 million compared to the three months ended June 30, 2023.

The increase was primarily attributable to increases of $83 million and $18 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues and a 1% increase in goods and service tax (“GST”) in Singapore as of January 1, 2024.

Convention, retail and other expenses increased $8 million compared to the three months ended June 30, 2023, consisting of increases of $5 million and $3 million at our Macao operations and Marina Bay Sands, respectively.

The increases were driven by ferry operation expenses in Macao due to higher repairs and maintenance and fuel due to additional sailings resulting from increased visitation, and $2 million and $1 million in entertainment expenses at our Macao operations and Marina Bay Sands, respectively, due to increased event volume.

Provision for credit losses was $4 million for three months ended June 30, 2024, compared to $5 million for the three months ended June 30, 2023.

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 $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.

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.

General and administrative expenses decreased $11 million compared to the three months ended June 30, 2023.

The decrease was primarily due to decreases of $10 million and $1 million at Marina Bay Sands and our Macao operations, respectively.

The decrease at Marina Bay Sands was primarily due to a $13 million property tax decrease in Singapore related to a new agreement for the 2023 through 2027 property tax years.

Corporate expense increased $9 million compared to the three months ended June 30, 2023.

The increase was primarily due to increases of $4 million in travel and related cost, $3 million in payroll, and $3 million related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024, and covers the years from 2023 to 2025.

Development expenses were $61 million for the three months ended June 30, 2024, compared to $54 million for the three months ended June 30, 2023.

During the three months ended June 30, 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 $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.

Depreciation and amortization increased $28 million compared to the three months ended June 30, 2023.

The increase was primarily due to a $33 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2023 and the first half of 2024.

This increase was partially offset by a $5 million decrease at our Macao operations due to a $15 million decrease due to fully depreciated assets, partially offset by an $8 million increase due to assets placed into service after June 30, 2023, and a $2 million increase in accelerated depreciation.

Loss on disposal or impairment of assets was $16 million for three months ended June 30, 2024.

The losses incurred for the three months ended June 30, 2024, were due to a $5 million loss in Macao, including $4 million in demolition costs related to Phase II of The Londoner Macao, a $7 million loss at corporate, recognized on the sale of an aircraft, and a $3 million loss at Marina Bay Sands, including $2 million in demolition costs related to room renovations and $1 million related to write-off of design costs.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 Percent

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(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 net income (loss) 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.

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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.

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, 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.

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

Three Months Ended March 31,

Three Months Ended June 30,

(In millions)

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Interest expense, net of amounts capitalized (186) (210)

Other expense

Income tax expense (72) (49)

__________________________

(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.

(a) During the three months ended June 30, 2024 and 2023, we recorded stock-based compensation expense of $14 million and $20 million, respectively, of which $11 million and $12 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $20 million compared with the three months ended June 30, 2023, due to increases in casino operations across our properties driven by increased visitation to our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $80 million compared to the three months ended June 30, 2023, due to increases in casino, room and convention revenues 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:

Three Months Ended March 31,

Three Months Ended June 30,

(Dollars in millions)

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Weighted average interest rate

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.

Interest cost decreased $23 million compared to the three months ended June 30, 2023, primarily due to a decrease in the weighted average interest rate from 5.4% to 5.0%, and a decrease in the weighted average total debt balance from $15.56 billion to $14.73 billion.

The weighted average interest rate decreased primarily due to lower interest rates on the SCL senior notes in connection with the credit rating upgrades for the Company and Sands China Ltd.

(“SCL”) to BBB- by S&P on July 26, 2023 and Fitch on February 1, 2024, and the decrease in interest rates on our Singapore Credit Facility.

The weighted average total debt balance decreased primarily due to the

repayment of $1.95 billion on the SCL Revolving Facility by October 2023 and repurchases totaling $175 million of the 2025 SCL Senior Notes throughout the three months ended June 30, 2024.

These items were partially offset by the issuance of the LVSC Senior Notes on May 16, 2024 to accomplish the repayment of $1.75 billion on the 2024 LVSC Senior Notes on June 26, 2024.

Other Factors Affecting Earnings

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.

Interest income was $80 million for the three months ended June 30, 2024, compared to $76 million for the three months ended June 30, 2023.

The increase was attributable to higher market rates and an increased paid-in-kind interest rate 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 June 30, 2024 was 5.2%, compared to 5.0% for the three months ended June 30, 2023.

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.

Other income was $11 million for the three months ended June 30, 2024, compared to $14 million for the three months ended June 30, 2023.

Other income during the three months ended June 30, 2024, was primarily attributable to $11 million of foreign currency transaction gains 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.

Our income tax expense was $72 million on income before income taxes of $496 million for the three months ended June 30, 2024, resulting in a 14.5% effective income tax rate.

This compares to an 11.8% effective income tax rate for the three months ended June 30, 2023.

The income tax expense for the three months ended June 30, 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.

The net income attributable to noncontrolling interests was $71 million for the three months ended June 30, 2024, compared to $56 million for the three months ended June 30, 2023.

These amounts were related to the noncontrolling interest of SCL.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

2024 2023 Percent

(Dollars in millions)

Casino $ 4,263 $ 3,403 25.3 %

Rooms 643 539 19.3 %

Food and beverage 298 267 11.6 %

Mall 348 334 4.2 %

Convention, retail and other 168 119 41.2 %

Total net revenues $ 5,720 $ 4,662 22.7 %

Consolidated net revenues were $5.72 billion for the six months ended June 30, 2024, an increase of $1.06 billion compared to $4.66 billion for the six months ended June 30, 2023, primarily due to increases of $657 million and $401 million at our Macao operatio ns and Marina Bay Sands, respectively.

Net casino revenues increased $860 million compared to the six months ended June 30, 2023.

The increase was driven by increases of $537 million and $323 million at our Macao operations and Marina Bay Sands, respectively.

The revenue growth at our Macao operations was due to higher visitation across our properties

resulting in increased table games and slot volumes, partially offset by a decrease in Rolling Chip win and slot hold percentages.

Casino revenues at Marina Bay Sands increased due to an increase in Rolling Chip win percentage and higher table games and slot volumes resulting from increased visitation, partially offset by a decrease in slot hold percentages.

Six Months Ended June 30,

2024 2023 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 1,194 $ 969 23.2 %

Non-Rolling Chip drop $ 4,738 $ 3,943 20.2 %

Non-Rolling Chip win percentage 24.9 % 23.7 % 1.2 pts

Rolling Chip volume $ 1,829 $ 2,346 (22.0) %

Rolling Chip win percentage 5.91 % 4.42 % 1.49 pts

Slot handle $ 3,038 $ 2,380 27.6 %

Slot hold percentage 3.7 % 4.3 % (0.6) pts

The Londoner Macao

Total net casino revenues $ 737 $ 479 53.9 %

Non-Rolling Chip drop $ 3,562 $ 2,252 58.2 %

Non-Rolling Chip win percentage 20.7 % 21.0 % (0.3) pts

Rolling Chip volume $ 4,236 $ 3,451 22.7 %

Rolling Chip win percentage 3.06 % 2.54 % 0.52 pts

Slot handle $ 3,170 $ 2,087 51.9 %

Slot hold percentage 3.8 % 4.0 % (0.2) pts

The Parisian Macao

Total net casino revenues $ 380 $ 311 22.2 %

Non-Rolling Chip drop $ 1,893 $ 1,360 39.2 %

Non-Rolling Chip win percentage 21.0 % 20.9 % 0.1 pts

Rolling Chip volume $ 16 $ 660 (97.6) %

Rolling Chip win percentage 4.58 % 7.35 % (2.77) pts

Slot handle $ 1,606 $ 1,218 31.9 %

Slot hold percentage 4.3 % 4.0 % 0.3 pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 248 $ 259 (4.2) %

Non-Rolling Chip drop $ 1,340 $ 993 34.9 %

Non-Rolling Chip win percentage 24.6 % 25.8 % (1.2) pts

Rolling Chip volume $ 4,949 $ 2,405 105.8 %

Rolling Chip win percentage 1.35 % 3.87 % (2.52) pts

Slot handle (1)

$ 2 $ 74 (97.3) %

Slot hold percentage 20.7 % 6.9 % 13.8 pts

Total net casino revenues $ 139 $ 143 (2.8) %

Non-Rolling Chip drop $ 801 $ 751 6.7 %

Non-Rolling Chip win percentage 16.5 % 17.4 % (0.9) pts

Rolling Chip volume $ 35 $ 66 (47.0) %

Rolling Chip win percentage 4.25 % 5.17 % (0.92) pts

Slot handle $ 1,065 $ 904 17.8 %

Slot hold percentage 3.1 % 3.2 % (0.1) pts

Six Months Ended June 30,

2024 2023 Change

(Dollars in millions)

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 1,565 $ 1,242 26.0 %

Non-Rolling Chip drop $ 4,202 $ 3,546 18.5 %

Non-Rolling Chip win percentage 19.3 % 18.5 % 0.8 pts

Rolling Chip volume $ 14,315 $ 13,088 9.4 %

Rolling Chip win percentage 4.59 % 3.30 % 1.29 pts

Slot handle $ 12,618 $ 11,562 9.1 %

Slot hold percentage 3.8 % 4.1 % (0.3) pts

__________________________

(1) During the current year, a majority of the slot machines were relocated to other properties, with the remaining slot machines reserved for high-end patrons.

Room revenues increased $104 million compared to the six months ended June 30, 2023.

The increase was due to increases of $55 million and $49 million at our Macao operations and Marina Bay Sands, respectively.

Macao room revenues increased as a result of an increase in occupancy rates, partially offset by a decrease in ADR, due to increased hotel inventory across the Macao market and a decrease in available rooms as a result of the renovations related to Phase II of The Londoner Macao.

Marina Bay Sands room revenues increased as a result of increased ADR, partially offset by a decrease in occupancy rate.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

2024 2023 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 102 $ 87 17.2 %

Occupancy rate 97.0 % 90.4 % 6.6 pts

Average daily room rate (ADR) $ 200 $ 208 (3.8) %

Revenue per available room (RevPAR) $ 194 $ 188 3.2 %

The Londoner Macao (1)

Total room revenues $ 166 $ 135 23.0 %

Occupancy rate 95.5 % 64.1 % 31.4 pts

Average daily room rate (ADR) $ 191 $ 209 (8.6) %

Revenue per available room (RevPAR) $ 183 $ 134 36.6 %

The Parisian Macao

Total room revenues $ 66 $ 63 4.8 %

Occupancy rate 95.5 % 87.9 % 7.6 pts

Average daily room rate (ADR) $ 151 $ 156 (3.2) %

Revenue per available room (RevPAR) $ 145 $ 137 5.8 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 50 $ 45 11.1 %

Occupancy rate 86.8 % 75.7 % 11.1 pts

Average daily room rate (ADR) $ 486 $ 501 (3.0) %

Revenue per available room (RevPAR) $ 422 $ 379 11.3 %

Total room revenues $ 9 $ 8 12.5 %

Occupancy rate 98.8 % 92.8 % 6.0 pts

Average daily room rate (ADR) $ 174 $ 168 3.6 %

Revenue per available room (RevPAR) $ 172 $ 156 10.3 %

Singapore Operations:

Marina Bay Sands (2)

Total room revenues $ 250 $ 201 24.4 %

Occupancy rate 95.1 % 97.3 % (2.2) pts

Average daily room rate (ADR) $ 752 $ 596 26.2 %

Revenue per available room (RevPAR) $ 716 $ 579 23.7 %

__________________________

(1) During the six months ended June 30, 2024, a daily average of approximately 850 rooms were excluded from available rooms in connection with the renovations related to the conversion of the Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao.

(2) During the six months ended June 30, 2024 and 2023, approximately 2,000 rooms were available for occupancy.

Food and beverage revenues increased $31 million compared to the six months ended June 30, 2023.

The increase was driven by increased business volume at food and beverage outlets and banquet operations at our Macao operations.

Mall revenues increased $14 million compared to the six months ended June 30, 2023.

The increase of $7 million in our Macao operations was primarily driven by a $15 million increase in base rent and $4 million increase in revenues related to common area maintenance (“CAM”) and other reimbursements, partially offset by a $12 million decrease in overage rent.

The $7 million increase at Marina Bay Sands was driven by a $9 million increase in base rent, partially offset by a $2 million decrease in overage rent and revenues related to CAM and other reimbursements.

Six Months Ended June 30, (1)

2024 2023 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 108 $ 103 4.9 %

Mall gross leasable area (in square feet) 822,308 818,684 0.4 %

Occupancy 83.0 % 79.5 % 3.5 pts

Base rent per square foot $ 284 $ 271 4.8 %

Tenant sales per square foot (2)

$ 1,737 $ 1,430 21.5 %

Shoppes at Londoner

Total mall revenues $ 33 $ 30 10.0 %

Mall gross leasable area (in square feet) 566,515 610,273 (7.2) %

Occupancy 70.8 % 53.3 % 17.5 pts

Base rent per square foot $ 150 $ 147 2.0 %

Tenant sales per square foot (2)

$ 1,575 $ 1,355 16.2 %

Shoppes at Parisian

Total mall revenues $ 14 $ 16 (12.5) %

Mall gross leasable area (in square feet) 296,352 296,371 — %

Occupancy 66.4 % 63.9 % 2.5 pts

Base rent per square foot $ 111 $ 115 (3.5) %

Tenant sales per square foot (2)

$ 592 $ 541 9.4 %

Shoppes at Four Seasons

Total mall revenues $ 76 $ 75 1.3 %

Mall gross leasable area (in square feet) 263,785 248,814 6.0 %

Occupancy 90.5 % 87.4 % 3.1 pts

Base rent per square foot $ 621 $ 590 5.3 %

Tenant sales per square foot (2)

$ 6,166 $ 5,825 5.9 %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 117 $ 110 6.4 %

Mall gross leasable area (in square feet) 615,944 617,119 (0.2) %

Occupancy 99.9 % 100.0 % (0.1) pts

Base rent per square foot $ 342 $ 311 10.0 %

Tenant sales per square foot (2)

$ 2,945 $ 2,912 1.1 %

__________________________

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

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2024 and 2023, they are identical to the summary presented herein for the three months ended June 30, 2024 and 2023, respectively.

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

Convention, retail and other revenues increased $49 million compared to the six months ended June 30, 2023, due primarily to increases of $26 million and $23 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was driven by increases of $10 million in ferry operations due to increased sailings resulting from increased visitation, $7 million in entertainment revenue, $1 million in convention revenue and $7 million in other revenues (e.g., limo, exhibits).

The increase at Marina Bay Sands was driven by increases of $8 million in convention revenue, $3 million in entertainment revenue and $5 million in other revenues (e.g., Sky Park, spa), as well as an $8 million nonrecurring adjustment related to a change in accounting estimate of our non-gaming club points accrual.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

2024 2023 Percent

(Dollars in millions)

Casino $ 2,321 $ 1,908 21.6 %

Rooms 155 127 22.0 %

Food and beverage 250 221 13.1 %

Mall 39 42 (7.1) %

Convention, retail and other 115 89 29.2 %

Provision for (recovery of) credit losses 15 (1) N.M.

General and administrative 554 530 4.5 %

Corporate 147 117 25.6 %

Pre-opening 6 10 (40.0) %

Development 114 96 18.8 %

Depreciation and amortization 636 562 13.2 %

Amortization of leasehold interests in land 30 28 7.1 %

Loss on disposal or impairment of assets 30 18 66.7 %

Total operating expenses $ 4,412 $ 3,747 17.7 %

__________________________

— Not meaningful.

Operating expenses were $4.41 billion for the six months ended June 30, 2024, an increase of $665 million compared to $3.75 billion for the six months ended June 30, 2023.

The increase was primarily driven by a $413 million increase in casino expenses.

Casino expenses increased $413 million compared to the six months ended June 30, 2023.

The increase was primarily attributable to increases of $291 million and $72 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues and a 1% increase in GST in Singapore as of January 1, 2024.

Room expenses increased $28 million compared to the six months ended June 30, 2023.

The increase was due to increases of $20 million and $8 million at our Macao operations and Marina Bay Sands, respectively, driven by increased occupancy in Macao and higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands throughout 2023 and the first half of 2024.

Food and beverage expenses increased $29 million compared to the six months ended June 30, 2023.

The increase was due to increases of $25 million and $4 million at our Macao operations and Marina Bay Sands, respectively, driven by increased business volume at food outlets and banquets operations in line with increased property visitation.

Convention, retail and other expenses increased $26 million compared to the six months ended June 30, 2023, due to increases of $19 million and $7 million at our Macao operations and Marina Bay Sands, respectively.

The increases were primarily due to increases of $10 million in ferry operation expenses in Macao due to higher repairs and maintenance and fuel due to additional sailings resulting from increased visitation, $9 million in entertainment expenses due to increased event volume and $3 million in limo expenses.

Provision for credit losses was $15 million for the six months ended June 30, 2024, compared to a recovery of credit losses of $1 million for the six months ended June 30, 2023.

The increase in provision was due to increases of $10 million and $6 million at our Macao operations and Marina Bay Sands, respectively.

The $10 million increase at our Macao operations was primarily due to $9 million in settlements from previously reserved accounts in the prior year and a $1 million increase in the provision for the current period.

The $6 million increase at Marina Bay Sands 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 $24 million compared to the six months ended June 30, 2023.

The increase was primarily due to increases of $13 million and $11 million at our Macao operations and Marina Bay Sands, respectively, driven by increases in payroll, marketing expenses and facilities and utilities costs.

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

The increase was primarily due to $16 million related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024, and covers the years from 2023 to 2025, an increase of $10 million in payroll expenses and a $4 million increase driven by information technology costs, professional services and travel costs.

Development expenses were $114 million for the six months ended June 30, 2024, compared to $96 million for the six months ended June 30, 2023.

During the six months ended June 30, 2024, the increase in 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 $74 million compared to the six months ended June 30, 2023.

The increase was primarily due to a $71 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2023 and the first half of 2024.

Loss on disposal or impairment of assets was $30 million for the six months ended June 30, 2024, compared to $18 million for the six months ended June 30, 2023.

The losses incurred for the six months ended June 30, 2024 were due to a $17 million loss in Macao, including $15 million in demolition costs, primarily related to the upgrade of the Cotai Arena and Phase II of The Londoner Macao, a $6 million loss at Marina Bay Sands, including demolition costs of $4 million, primarily related to room renovation at Marina Bay Sands, and a $7 million loss at corporate, related to the sale of an aircraft.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Six Months Ended June 30,

2024 2023 Percent

(Dollars in millions)

The Venetian Macao $ 576 $ 462 24.7 %

The Londoner Macao 275 159 73.0 %

The Parisian Macao 154 120 28.3 %

The Plaza Macao and Four Seasons Macao 136 166 (18.1) %

Sands Macao 22 25 (12.0) %

Ferry Operations and Other 8 7 14.3 %

1,171 939 24.7 %

Marina Bay Sands 1,109 826 34.3 %

Consolidated adjusted property EBITDA (1)

$ 2,280 $ 1,765 29.2 %

____________________

(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 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.

We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.

Not all companies calculate adjusted property EBITDA in the same manner.

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

Six Months Ended June 30,

(In millions)

Consolidated adjusted property EBITDA $ 2,280 $ 1,765

Other Operating Costs and Expenses

Stock-based compensation (a)

Corporate (147) (117)

Pre-opening (6) (10)

Development (114) (96)

Depreciation and amortization (636) (562)

Amortization of leasehold interests in land (30) (28)

Loss on disposal or impairment of assets (30) (18)

Operating income

Other Non-Operating Costs and Expenses

Interest income 151 146

Interest expense, net of amounts capitalized (368) (428)

Other income (expense)

Income tax expense (89) (99)

$ 1,007 $ 513

____________________

(a) During the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense of $34 million and $42 million, respectively, of which $25 million and $23 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $232 million compared to the six months ended June 30, 2023, primarily due to increased revenues across our operations driven by increased visitation at our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $283 million compared to the six months ended June 30, 2023.

The increase was primarily due to increased casino and room operations driven by increased visitation, as well as new and elevated suites and rooms and other amenities introduced at Marina Bay Sands.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 14,398 $ 15,824

Weighted average interest rate

Interest cost decreased $57 million compared to the six months ended June 30, 2023, primarily due to a decrease in the weighted average interest rate from 5.4% to 5.0% and a decrease in the weighted average total debt balance from $15.82 billion to $14.40 billion.

The weighted average interest rate decreased primarily due to lower interest rates on the SCL senior notes in connection with the credit rating upgrades for the Company and SCL to BBB- by S&P on July 26, 2023 and Fitch on February 1, 2024, and a decrease in the interest rates on our Singapore Credit Facility.

The weighted average total debt balance decreased primarily due to the repayment of $1.95 billion on the SCL Revolving Facility by October 2023 and repurchases totaling $175 million of the 2025 SCL Senior Notes throughout the three months ended June 30, 2024.

These items were partially offset by the issuance of the

LVSC Senior Notes on May 16, 2024 to accomplish the repayment of $1.75 billion on the 2024 LVSC Senior Notes on June 26, 2024.

Other Factors Affecting Earnings

Interest income was $151 million for the six months ended June 30, 2024, compared to $146 million for the six months ended June 30, 2023, an increase of $5 million, which was primarily attributable to higher market rates and an increased paid-in-kind interest rate 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 six months ended June 30, 2024 was 5.4%, compared to 4.8% for the six months ended June 30, 2023.

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 income was $5 million for the six months ended June 30, 2024, compared to other expense of $21 million for the six months ended June 30, 2023.

Other income during the six months ended June 30, 2024, was primarily attributable to $5 million of foreign currency transaction gains driven by U.S.

dollar denominated debt held by Marina Bay Sands.

Our income tax expense was $89 million on income before income taxes of $1.10 billion for the six months ended June 30, 2024, resulting in an 8.1% effective income tax rate.

This compares to a 16.2% effective income tax rate for the six months ended June 30, 2023.

The income tax expense for the six months ended June 30, 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 VML and its peers received an income tax exemption on gaming operations for the period January 1, 2023 through December 31, 2027.

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.

The net income attributable to noncontrolling interests was $160 million for the six months ended June 30, 2024, compared to $54 million for the six months ended June 30, 2023.

These amounts were related to the noncontrolling interest of SCL.

4 unchanged sentences

Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options.

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

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

We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for common area maintenance 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 six months ended June 30, 2024 and 2023:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Mall revenues:

11 unchanged sentences

$ 5 $ 3 $ 3 $ 1 $ 6

For the three months ended March 31, 2023

For the three months ended June 30, 2023

Mall revenues:

11 unchanged sentences

$ 7 $ 3 $ 3 $ 2 $ 8

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the six months ended June 30, 2024

Mall revenues:

Minimum rents (1)

$ 90 $ 62 $ 21 $ 9 $ 86

Overage rents 2 8 3 1 16

CAM, levies and direct recoveries 16 6 9 4 15

Total mall revenues 108 76 33 14 117

Mall operating expenses:

Common area maintenance 7 3 4 2 11

Marketing and other direct operating expenses 3 2 2 1 3

Mall operating expenses 10 5 6 3 14

Property taxes (2)

Mall-related expenses (3)

$ 11 $ 5 $ 6 $ 3 $ 16

For the six months ended June 30, 2023

Mall revenues:

Minimum rents (1)

$ 81 $ 61 $ 16 $ 9 $ 77

Overage rents 7 9 7 3 17

CAM, levies and direct recoveries 15 5 7 4 16

Total mall revenues 103 75 30 16 110

Mall operating expenses:

Common area maintenance 7 2 4 2 11

Marketing and other direct operating expenses 5 5 2 2 2

Mall operating expenses 12 7 6 4 13

Property taxes (2)

Mall-related expenses (3)

$ 13 $ 7 $ 6 $ 4 $ 16

____________________

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

11 unchanged sentences

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.

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.

As part of the gaming concession entered into by VML and the Macao government, VML has a financial commitment to spend 35.80 billion patacas (approximately $4.45 billion at exchange rates in effect on June 30, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $4.15 billion at exchange rates in effect on June 30, 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.

2 unchanged sentences

(“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 $1.10 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.

We have incurred approximately $1.10 billion as of June 30, 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.

2 unchanged sentences

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.

These projects are in addition to the MBS Expansion Project.

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.

2 unchanged sentences

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.

Refer to “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 7 — Leases” for further details.

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

2 unchanged sentences

Our cash flows consisted of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

2 unchanged sentences

Capital expenditures (481) (362)

Proceeds from disposal of property and equipment 1 —

Acquisition of intangible assets and other (8) (239)

1 unchanged sentence

Cash flows from financing activities:

Proceeds from exercise of stock options — 3

Tax withholding on vesting of equity awards (4) (1)

Repurchase of common stock (850) —

Dividends paid

Proceeds from long-term debt 1,748 —

Repayments on long-term debt (1,960) (1,287)

6 unchanged sentences

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

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

Cash flows from operating activities for the six months ended June 30, 2024, increased $146 million compared to the six months ended June 30, 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.

1 unchanged sentence

Cash Flows — Investing Activities

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

Capital expenditures for the six months ended June 30, 2024, totaled $481 million.

Included in this amount was $239 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.

Capital expenditures were $221 million for construction and development activities in Macao, which consisted of $125 million for The Londoner Macao, $78 million for The Venetian Macao, $6 million for Sands Macao, $6 million for The Parisian Macao, $5 million for The Plaza Macao and Four Seasons Macao and $1 million for ferry operations and other.

Additionally, we funded $21 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.

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

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

Additionally, we funded $23 million for corporate and other costs.

Net cash flows from investing activities for the six months ended June 30, 2023, included a payment of $221 million related to the purchase of the Nassau Coliseum.

Cash Flows — Financing Activities

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.

Net cash flows used in financing activities were $1.41 billion for the six months ended June 30, 2024, which was primarily attributable to $850 million for common stock repurchases, $299 million for dividend payments related to our stockholder return of capital program, net repayments of long-term debt of $212 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million (see below) and $23 million in other financial liability payments.

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

Capital Financing Overview

4 unchanged sentences

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.

Refer to “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt” for further details.

On May 16, 2024, we issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $1.75 billion (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt”).

The net proceeds from the offering and cash on hand were used to repay in full the outstanding borrowings under the 3.200% Senior Notes due 2024, resulting in a loss on early retirement of debt of $1 million.

During the three months ended June 30, 2024, SCL repurchased $175 million of the outstanding principal amount of $1.80 billion of its 5.125% Senior Notes due August 8, 2025 (“2025 SCL Senior Notes”), resulting in a gain on early retirement of debt of approximately $1 million.

As of June 30, 2024, the 2025 SCL Senior Notes had a remaining aggregate principal amount of $1.63 billion.

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

As of March 31, 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.

As of June 30, 2024, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.00x, 3.05x and 1.49x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 5.50x 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.

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.

We held unrestricted cash and cash equivalents of approximately $4.71 billion and restricted cash of approximately $125 million as of June 30, 2024, of which approximately $2.65 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 $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 have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $4.71 billion and cash flow generated from operations, as well as $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 $2.71 billion at exchange rates in effect on June 30, 2024) under our Singapore Delayed Draw Term Facility as of June 30, 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.

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

On February 14 and May 15, 2024, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, during the six months ended June 30, 2024, recorded $299 million as a distribution against retained earnings.

In July 2024, our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $147 million) to be paid on August 14, 2024, to stockholders of record on August 6, 2024.

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

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Share Repurchase Program

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.

During the six months ended June 30, 2024, we repurchased 17,316,119 shares of our common stock for $859 million (including commissions and $9 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.

We have approximately $645 million 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 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.

As of June 30, 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 extinguishment of the 2024 LVSC Senior Notes, the new LVSC Senior Notes, the partial repurchase of the 2025 SCL Senior Notes and the decrease in fixed interest payments on the SCL Senior Notes due to an upgraded credit rating from Fitch.

Payments Due by Period

2024 2025 - 2026 2027 - 2028 Thereafter Total

(In millions)

Long-Term Debt Obligations (1)

LVSC Senior Notes $ — $ 1,500 $ 750 $ 1,750 $ 4,000

SCL Senior Notes — 2,425 2,600 1,950 6,975

Fixed Interest Payments 215 865 553 359 1,992

Total $ 215 $ 4,790 $ 3,903 $ 4,059 $ 12,967

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(1) See “Item 1 — Financial Statements — Notes to Consolidated Financial Statements — Note 3 — Long-Term Debt” for further details on these financing transactions.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources.

In addition, in certain portions included in this report, the words:

“anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends,” “remains,” “positions” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements.

“anticipates,” “believes,” "continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “positions,” “remains,” “seeks,” “will,” “would,” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements.

Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct.

These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

These factors include, among others, the risks associated with:

These statements represent our expectations, beliefs, intentions or strategies concerning future events that, by their nature, involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance, achievements or other expectations to be materially different from any future results, performance, achievements or other expectations expressed or implied by these forward-looking statements.

These factors include, but are not limited to, the risks associated with:

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

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

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

Any forward-looking statement speaks only as of the date on which such statement is made, and we assume no obligation to

update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

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

We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp.

with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website.

In addition, we post certain information regarding SCL, a subsidiary of LVSC with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website.

It is possible the information we post regarding SCL could be deemed to be material information.

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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