What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-10-25 compared with 2024-07-26 · 216 added, 198 removed, 715 unchanged (37% of the section changed)

13 unchanged sentences

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 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.

The Macao government announced total visitation from mainland China to Macao increased approximately 36.3% during the nine months ended September 30, 2024, as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 31.3% during the nine months ended September 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 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.

Airlift passenger movement has increased with a total of 44 million passengers having passed through Singapore’s Changi Airport from January to August 2024 (the latest statistics currently available), an increase of 17% 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 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.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 12.6 million for the nine months ended September 30, 2024, from approximately 10.1 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 $4.21 billion as of September 30, 2024 and access to $1.50 billion, $2.51 billion and $460 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility (which replaced the 2018 SCL Revolving Facility as of October 23, 2024) and 2012 Singapore Revolving Facility, respectively.

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 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.

There were no newly identified significant accounting policies and estimates during the nine months ended September 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, 9.7% and 12.4%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2024.

In Macao and Singapore, 9.8% and 11.7%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2024.

Hotel revenue measurements:

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(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.

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

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Summary Financial Results

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.

Net revenues for the three months ended September 30, 2024, were $2.68 billion, compared to $2.80 billion for the three months ended September 30, 2023.

Operating income was $504 million for the three months ended September 30, 2024, compared to $688 million for the three months ended September 30, 2023.

Net income was $353 million for the three months ended September 30, 2024, compared to $449 million for the three months ended September 30, 2023.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Percent

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Total net revenues $ 2,682 $ 2,795 (4.0) %

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 $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 Rolling Chip and Non-Rolling Chip win percentages and slot hold percentages.

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,

Consolidated net revenues were $2.68 billion for the three months ended September 30, 2024, a decrease of $113 million compared to $2.80 billion for the three months ended September 30, 2023.

The decrease was due to decreases of $94 million and $19 million at Marina Bay Sands and our Macao operations, respectively.

Net casino revenues decreased $72 million compared to the three months ended September 30, 2023.

The decrease was due to a $98 million decrease at Marina Bay Sands, partially offset by a $26 million increase at our Macao operations.

Casino revenues at Marina Bay Sands decreased due to decreased Rolling Chip volume and win percentage, partially offset by increased Non-Rolling Chip volume and win percentage.

Our Macao operations increased due to increased slot volumes and Non-Rolling Chip win percentage, partially offset by decreased Rolling Chip win and slot hold percentages.

Three Months Ended September 30,

2024 2023 Change

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Slot hold percentage 3.9 % 4.3 % (0.4) pts

Three Months Ended June 30,

2024 2023 Change

(Dollars in millions)

The Londoner Macao

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Slot hold percentage 4.0 % 4.0 % — pts

Three Months Ended September 30,

2024 2023 Change

(Dollars in millions)

The Parisian Macao

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Rolling Chip win percentage 3.92 % 2.28 % 1.64 pts

Slot handle (2)

$ 26 $ 10 160.0 %

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Slot hold percentage 4.0 % 3.6 % 0.4 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 $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,

Room revenues decreased $28 million compared to the three months ended September 30, 2023.

The decrease was due to our Macao operations driven by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand.

Revenues at Marina Bay Sands remained flat due to an increase in ADR, offset by a decrease in occupied room nights driven by room renovations.

Three Months Ended September 30,

2024 2023 Change

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__________________________

(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.

(1) During the three months ended September 30, 2024, a daily average of approximately 2,550 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 September 30, 2024 and 2023, approximately 1,600 and 2,200 rooms, respectively, were available for occupancy.

Mall revenues decreased $12 million compared to the three months ended September 30, 2023.

The decrease of $7 million in our Macao operations was primarily driven by a $14 million decrease in overage rent, partially offset by a $6 million increase in base rent.

The $5 million decrease at Marina Bay Sands was driven by an $8 million decrease in overage rent, partially offset by a $4 million increase in base rent.

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

Three Months Ended June 30,

Three Months Ended September 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 $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).

Convention, retail and other revenues increased $3 million compared to the three months ended September 30, 2023.

The increase was due to a $9 million increase at Marina Bay Sands, partially offset by a $6 million decrease at our Macao operations.

The increase at Marina Bay Sands was driven by increases of $5 million in convention revenue and $4 million in other revenues (e.g., Sky Park, spa).

The decrease at our Macao operations was primarily due to a $12 million insurance recovery due to Typhoon Saola in September 2023, partially offset by increases of $3 million in entertainment, $2 million in ferry operations and $1 million in other revenues (e.g., limo, exhibits).

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Percent

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Convention, retail and other 62 52 19.2 %

Provision for credit losses 4 5 (20.0) %

Provision for (recovery of) credit losses (5) 3 (266.7) %

General and administrative 293 290 1.0 %

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Total operating expenses $ 2,178 $ 2,107 3.4 %

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.

Operating expenses were $2.18 billion for the three months ended September 30, 2024, an increase of $71 million compared to $2.11 billion for the three months ended September 30, 2023.

The increase was primarily driven by increases of $19 million in corporate expenses, $17 million in casino expenses, $11 million in development expenses and $11 million in depreciation and amortization expense.

Casino expenses increased $17 million compared to the three months ended September 30, 2023.

The increase was primarily attributable to a $21 million increase in gaming taxes at our Macao operations due to increased gross gaming revenues, partially offset by an $11 million decrease in gaming taxes at Marina Bay Sands due to decreased casino revenues.

The decrease in gaming taxes at Marina Bay Sands was partially offset by a 1% increase in goods and service tax (“GST”) in Singapore as of January 1, 2024.

Convention, retail and other expenses increased $10 million compared to the three months ended September 30, 2023, due to a $9 million increase at our Macao operations.

The increase was due to increases of $3 million in entertainment due to more special events, $2 million in ferry operations due to increased expenses for gas and oil and repairs and maintenance, and $4 million in other operating expenses (e.g., limos, exhibits).

Recovery of credit losses was $5 million for three months ended September 30, 2024, compared to provision for credit losses of $3 million for the three months ended September 30, 2023.

The $8 million decrease was due to Marina Bay Sands, resulting from a $14 million increase in collections on previously reserved accounts, partially offset by a $6 million increase in the provision for the current quarter.

The provision for credit losses at our Macao operations remained flat due to $4 million in collections on previously reserved accounts, offset by a $4 million decrease in provision for the current quarter.

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 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.

Corporate expense increased $19 million compared to the three months ended September 30, 2023.

The increase was primarily due to a $9 million increase in payroll, $3 million related to a shareholder dividend tax agreement with the Macao government and a $4 million decrease in legal fee recoveries.

Development expenses were $55 million for the three months ended September 30, 2024, compared to $44 million for the three months ended September 30, 2023.

During the three months ended September 30, 2024, the increase was primarily due to increased efforts related to our digital gaming pursuits.

Development costs are expensed as incurred.

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.

Depreciation and amortization increased $11 million compared to the three months ended September 30, 2023.

The increase was primarily due to a $40 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2023 and through the third quarter of 2024.

This increase was partially offset by a $31 million decrease at our Macao operations due to a decrease in accelerated depreciation related to the conversion of the

Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao and a decrease due to assets fully depreciated during the prior year and through the third quarter of the current year, partially offset by an increase in depreciation due to assets placed into service after September 30, 2023.

Loss on disposal or impairment of assets was $11 million for three months ended September 30, 2024.

The losses incurred for the three months ended September 30, 2024, were primarily due to an $8 million loss in Macao, including demolition costs primarily related to Phase II of The Londoner Macao and the write-off of design costs, and a $2 million loss at Marina Bay Sands from demolition costs related to room renovations.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Percent

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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.

Integrated Resort companies, including LVSC, 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 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.

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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 June 30,

Three Months Ended September 30,

(In millions)

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Income tax expense (50) (122)

Net income $ 353 $ 449

__________________________

(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.

(a) During the three months ended September 30, 2024 and 2023, we recorded stock-based compensation expense of $24 million and $16 million, respectively, of which $14 million and $10 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $46 million compared with the three months ended September 30, 2023, due to decreases across room, mall, food and beverage and other non-gaming operations at our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands decreased $85 million compared to the three months ended September 30, 2023, primarily due to a decrease in casino operations.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

Interest cost decreased $19 million compared to the three months ended September 30, 2023, primarily due to decreases in the weighted average interest rate from 5.4% to 5.1% and the weighted average total debt balance from $14.86 billion to $13.87 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.

These items were partially offset by higher interest rates associated with the issuance of the LVSC Senior Notes on May 16, 2024 to accomplish the repayment of the 2024 LVSC Senior Notes on June 26, 2024.

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.

Other Factors Affecting Earnings

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.

Interest income was $67 million for the three months ended September 30, 2024, compared to $79 million for the three months ended September 30, 2023.

The decrease was attributable to 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 $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.

This decrease was partially offset by 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 and an increase in cash available to invest in Macao.

Other income was $11 million for the three months ended September 30, 2024, compared to $4 million for the three months ended September 30, 2023.

Other income during the three months ended September 30, 2024, was primarily attributable to $10 million of foreign currency transaction gains driven by U.S.

dollar denominated debt held by SCL.

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.

Our income tax expense was $50 million on income before income taxes of $403 million for the three months ended September 30, 2024, resulting in a 12.4% effective income tax rate.

This compares to a 21.4% effective income tax rate for the three months ended September 30, 2023.

The income tax expense for the three months ended September 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 SCL) 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.

For the three months ended September 30, 2023, income tax expense included an anticipated $38 million shareholder dividend tax based on the information available at the balance sheet date.

The net income attributable to noncontrolling interests was $78 million for the three months ended September 30, 2024, compared to $69 million for the three months ended September 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

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Percent

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Total net revenues $ 8,402 $ 7,457 12.7 %

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.

Consolidated net revenues were $8.40 billion for the nine months ended September 30, 2024, an increase of $945 million compared to $7.46 billion for the nine months ended September 30, 2023, primarily due to increases of $638 million and $307 million at our Macao operatio ns and Marina Bay Sands, respectively.

Net casino revenues increased $788 million compared to the nine months ended September 30, 2023.

The increase was driven by increases of $563 million and $225 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,

Casino revenue at our Macao operations increased due to increased table games and slot volumes, partially offset by decreased Rolling Chip win and slot hold percentages.

Casino revenues at Marina Bay Sands increased due to increased Non-Rolling Chip drop and Non-Rolling Chip and Rolling Chip win percentages, partially offset by decreased Rolling Chip volume.

Nine Months Ended September 30,

2024 2023 Change

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Rolling Chip volume

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

$ 185 $ 938 (80.3) %

Rolling Chip win percentage

(6.12) % 7.18 % (13.30) pts

Slot handle $ 2,603 $ 1,887 37.9 %

16 unchanged sentences

Slot hold percentage 3.0 % 3.2 % (0.2) pts

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

10 unchanged sentences

__________________________

(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.

(1) During the current year, a majority of the slot machines were relocated to other properties, with the remaining slot machines made available based on demand.

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.

Room revenues increased $76 million compared to the nine months ended September 30, 2023.

The increase was due to increases of $49 million and $27 million at Marina Bay Sands and our Macao operations, respectively.

Marina Bay Sands room revenues increased due to an increase in ADR, partially offset by a decrease in available rooms and decreased occupancy.

Macao room revenues increased due to an increase in occupancy rates, partially offset by decreases in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand and ADR due to increased hotel inventory across the Macao market.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

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__________________________

(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.

(1) During the nine months ended September 30, 2024, a daily average of approximately 1,400 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 nine months ended September 30, 2024 and 2023, approximately 1,850 and 2,000 rooms, respectively, were available for occupancy.

Food and beverage revenues increased $27 million compared to the nine months ended September 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.

Mall revenues increased $2 million compared to the nine months ended September 30, 2023.

While Macao operations remained stable, the $2 million increase related to Marina Bay Sands was driven by a $13 million increase in base rent, partially offset by an $11 million decrease in overage rent and revenues related to CAM and other reimbursements.

Six Months Ended June 30, (1)

Nine Months Ended September 30, (1)

2024 2023 Change

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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.

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

Convention, retail and other revenues increased $52 million compared to the nine months ended September 30, 2023, due primarily to increases of $32 million and $20 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was due to increases of $13 million in convention revenue, $3 million in entertainment revenue and $8 million in other operating revenues (e.g., limo, 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.

The increase at our Macao operations was driven by increases of $12 million in ferry operations due to increased sailings resulting from increased visitation and $10 million in entertainment revenue, partially offset by a decrease of $2 million in other revenues (e.g., limo, exhibits).

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Percent

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Convention, retail and other 177 141 25.5 %

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

Provision for credit losses 10 2 400.0 %

General and administrative 847 820 3.3 %

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Total operating expenses $ 6,590 $ 5,854 12.6 %

__________________________

— 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.

Operating expenses were $6.59 billion for the nine months ended September 30, 2024, an increase of $736 million compared to $5.85 billion for the nine months ended September 30, 2023.

The increase was primarily driven by increases of $430 million in casino expenses, $85 million in depreciation and amortization expense and $49 million in corporate expense.

Casino expenses increased $430 million compared to the nine months ended September 30, 2023.

The increase was primarily attributable to increases of $312 million and $62 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.

Room expenses increased $27 million compared to the nine months ended September 30, 2023.

The increase was due to increases of $15 million and $12 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 through the third quarter of 2024.

Food and beverage expenses increased $30 million compared to the nine months ended September 30, 2023.

The increase was due to increases of $25 million and $5 million at our Macao operations and Marina Bay Sands, respectively, driven by increased business volume at food outlets and banquets operations.

Convention, retail and other expenses increased $36 million compared to the nine months ended September 30, 2023, due to increases of $28 million and $8 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was primarily due to increases of $12 million in ferry operation expenses due to higher repairs and maintenance and fuel due to additional sailings resulting from increased visitation, $10 million in entertainment expenses due to increased event volume and $6 million in other operating expenses.

The increase at Marina Bay Sands was primarily due to increases of $2 million in entertainment, $1 million in convention and $5 million in other operating expenses.

Provision for credit losses was $10 million for the nine months ended September 30, 2024, compared to $2 million for the nine months ended September 30, 2023.

The increase in provision was due to an $11 million increase at our Macao operations, partially offset by a $3 million decrease at Marina Bay Sands.

The increase at our Macao operations was primarily due to $14 million in settlements from previously reserved accounts in the prior year, partially offset by a $3 million decrease in the provision for the current period.

The decrease at Marina Bay Sands was primarily due to a

$17 million increase in collections on previously reserved accounts, partially offset by a $14 million increase in the provision for the current period.

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.

General and administrative expenses increased $27 million compared to the nine months ended September 30, 2023.

The increase was primarily due to increases of $15 million and $12 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.

Corporate expenses increased $49 million compared to the nine months ended September 30, 2023.

The increase was primarily due to $19 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 $18 million increase in payroll expenses, an $8 million increase in other expenses driven by information technology costs, professional services and travel costs, and a $4 million decrease in legal fee recoveries.

Development expenses were $169 million for the nine months ended September 30, 2024, compared to $140 million for the nine months ended September 30, 2023.

During the nine months ended September 30, 2024, the increased costs were associated with increased efforts primarily related to our digital gaming pursuits.

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.

Depreciation and amortization increased $85 million compared to the nine months ended September 30, 2023.

The increase was primarily due to a $111 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2023 and through the third quarter of 2024.

This increase was partially offset by $30 million decrease at our Macao operations due to assets fully depreciated during the prior year and through the third quarter of 2024, partially offset by an increase in depreciation for assets placed into service during the current year.

Loss on disposal or impairment of assets was $41 million for the nine months ended September 30, 2024, compared to $22 million for the nine months ended September 30, 2023.

The losses incurred for the nine months ended September 30, 2024 were due to a $25 million loss in Macao, including $19 million in demolition costs, primarily related to the upgrade of the Cotai Arena and Phase II of The Londoner Macao, an $8 million loss at Marina Bay Sands, including demolition costs related to room renovation at Marina Bay Sands, and an $8 million loss at corporate primarily due to the sale of an aircraft.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Percent

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

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

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, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

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

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

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____________________

(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.

(a) During the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense of $58 million and $58 million, respectively, of which $39 million and $33 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $186 million compared to the nine months ended September 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 $198 million compared to the nine months ended September 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.

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The following table summarizes information related to interest expense:

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions)

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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.

Interest cost decreased $76 million compared to the nine months ended September 30, 2023, primarily due to decreases in the weighted average interest rate from 5.4% to 5.0% and the weighted average total debt balance from $15.50 billion to $14.22 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.

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.

Interest income was $218 million for the nine months ended September 30, 2024, compared to $225 million for the nine months ended September 30, 2023, a decrease of $7 million, which was primarily attributable to 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.

This decrease was partially offset by 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 and an increase in cash available to invest in Macao.

Other income was $16 million for the nine months ended September 30, 2024, compared to other expense of $17 million for the nine months ended September 30, 2023.

Other income during the nine months ended September 30, 2024, was primarily attributable to foreign currency transaction gains of $11 million driven by U.S.

dollar denominated debt held by SCL and $6 million driven by U.S.

dollar denominated debt and bank deposits held by Marina Bay Sands.

Our income tax expense was $139 million on income before income taxes of $1.50 billion for the nine months ended September 30, 2024, resulting in a 9.3% effective income tax rate.

This compares to an 18.7% effective income tax rate for the nine months ended September 30, 2023.

The income tax expense for the nine months ended September 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.

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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 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.

The net income attributable to noncontrolling interests was $238 million for the nine months ended September 30, 2024, compared to $123 million for the nine months ended September 30, 2023.

These amounts were related to the noncontrolling interest of SCL.

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We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for common area maintenance 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:

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, 2024 and 2023:

Venetian Shoppes at

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(In millions)

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Mall revenues:

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$ 7 $ 4 $ 4 $ 2 $ 8

For the three months ended June 30, 2023

For the three months ended September 30, 2023

Mall revenues:

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$ 5 $ 4 $ 4 $ 1 $ 10

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Mall revenues:

11 unchanged sentences

$ 18 $ 9 $ 10 $ 5 $ 24

For the six months ended June 30, 2023

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the nine months ended September 30, 2023

Mall revenues:

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We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.

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.

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 $4.47 billion at exchange rates in effect on September 30, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $4.17 billion at exchange rates in effect on September 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.

The Londoner Grand casino opened on September 26, 2024.

The Sheraton Grand Macao is being converted into the Londoner Grand hotel and will become Macao’s first Marriott international luxury collection hotel.

As of September 30, 2024, approximately 300 newly renovated rooms and suites were available for occupancy at the Londoner Grand.

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 June 30, 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 June 30, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

(“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands.

The MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.

Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of an additional 2,000 square meters of gaming area (the “Additional Gaming Area”), increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.

We have incurred approximately $1.3 billion as of September 30, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation is estimated to be approximately $1.0 billion and anticipated to be paid no later than in the first quarter of 2025.

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.

We will begin construction as soon as government approvals are received, with an estimated commencement date in June 2025.

While our current estimate is that construction will be complete June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 2029 deadline is subject to the approval of the Singapore government.

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.

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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.

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

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

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Our cash flows consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

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Payments of financing costs (21) (32)

Unsettled forward contract for purchase of noncontrolling interest

Capped call option contract

Other (28) (25)

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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 six months ended June 30, 2024, increased $146 million compared to the six months ended June 30, 2023.

Cash flows from operating activities for the nine months ended September 30, 2024, increased $68 million compared to the nine months ended September 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 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 $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.

Capital expenditures for the nine months ended September 30, 2024, totaled $1.02 billion.

Included in this amount was $534 million for construction and development activities in Macao, which consisted of $348 million for The Londoner Macao, $155 million for The Venetian Macao, $11 million for The Parisian Macao, $10 million for Sands Macao, $9 million for The Plaza Macao and Four Seasons Macao and $1 million for ferry operations and other, and $454 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property.

Additionally, we funded $32 million for corporate and other costs.

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

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, we funded $168 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.

Net cash flows from investing activities for the nine months ended September 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 $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.

Net cash flows used in financing activities were $2.18 billion for the nine months ended September 30, 2024.

We utilized $1.30 billion for common stock repurchases and $445 million for dividend payments related to our stockholder return of capital program, and funded $103 million for a forward contract to purchase common stock of SCL to increase our equity ownership in SCL and $50 million for a capped call contract to purchase common stock of LVSC.

There were net repayments of long-term debt of $231 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million (see below).

Lastly, we paid $21 million in deferred offering costs, primarily related to the new LVSC revolving credit agreement and the issuance of new LVSC senior notes, and $28 million in other financial liability payments.

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.

Capital Financing Overview

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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.

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

On October 23, 2024, SCL entered into a new facility agreement (the “2024 SCL Credit Facility”) with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent for the lenders.

In connection with the entry into the 2024 SCL Credit Facility, the commitments under SCL’s existing 2018 SCL Credit Facility terminated.

The 2024 SCL Credit Facility provides for a 19.50 billion Hong Kong dollars (“HKD,” approximately $2.51 billion at exchange rates in effect on September 30, 2024) unsecured revolving credit facility (the “2024 SCL Revolving Facility”).

SCL may draw revolving loans under the 2024 SCL Revolving Facility from time to time until September 24, 2029 (or if that day is not a business day in Hong Kong or Macao, the next business day), for general corporate and working capital requirements of SCL and its subsidiaries, subject to certain restrictions set forth in the 2024 SCL Credit Facility.

The final maturity date of all loans drawn under the 2024 SCL Credit Facility is October 23, 2029.

The 2024 SCL Credit Facility also makes available an HKD 12.95 billion (approximately $1.67 billion at exchange rates in effect on September 30, 2024) unsecured term loan facility (the “2024 SCL Term Loan Facility”).

SCL may make a drawdown under the 2024 SCL Term Loan Facility at any time until August 31, 2025, for the purpose of repaying amounts outstanding under its unsecured 5.125% Senior Notes due August 2025.

The final maturity date of such loan drawn under the 2024 SCL Term Loan Facility is the date falling on the fifth anniversary of the date on which such loan is drawn.

Refer to “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — 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 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.

As of September 30, 2024, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 2.54x, 3.11x and 1.54x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 5.00x and 4.50x, respectively.

Under the new 2024 SCL Credit Facility, the maximum leverage ratio allowed is 4.00x beginning with the quarterly period ending December 31, 2024.

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 $4.71 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.

We held unrestricted cash and cash equivalents of approximately $4.21 billion and restricted cash of approximately $125 million as of September 30, 2024, of which approximately $2.71 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 $4.71 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 have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $4.21 billion and cash flow generated from operations, as well as $4.47 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 $2.88 billion at exchange rates in effect on September 30, 2024) under our Singapore Delayed Draw Term Facility as of September 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.

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.

On February 14, May 15 and August 14, 2024, 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, 2024, recorded $446 million as a distribution against retained earnings.

In October 2024, our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $145 million) to be paid on November 13, 2024, to stockholders of record on November 5, 2024.

Our Board of Directors announced a $0.20 increase in the Company’s recurring common stock dividend for the 2025 calendar year, raising the annual dividend to $1.00 per share ($0.25 per share per quarter).

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

On September 9, 2024, the Company’s wholly owned subsidiary, Venetian Venture Development II (“VVDI II”), entered into a Master Confirmation and Supplemental Confirmation (collectively, the “Second Forward Purchase Agreement”) with a financial institution (the “Dealer”) relating to the purchase of the common stock of SCL (the “Second Forward Purchase Transaction”), in which VVDI II made an upfront payment of HKD 800 million (approximately $103 million at exchange rates as of the date of the transaction).

All purchases under the Second Forward Purchase Transaction were completed by October 22, 2024, with a settlement date of October 28, 2024, when the Dealer will deliver approximately 23 million shares of SCL common stock to us, representing an average price of HKD 14.64 per share.

The additional shares will result in an increase of our ownership of SCL to approximately 71.31% .

Due to the Second Forward Purchase Transaction reaching the Cap Amount (as defined in the agreement) during the term of the agreement, approximately $59 million will be returned to VVDI II in the form of cash.

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.

During the nine months ended September 30, 2024, we repurchased 28,746,681 shares of our common stock for $1.31 billion (including commissions and $13 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 $645 million remaining under our authorized share repurchase program.

Subsequently, on October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026.

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 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.

As of September 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

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(1) Represents the three-month period ending December 31, 2024.

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

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

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.

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.

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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