What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-25 compared with 2024-10-25 · 207 added, 545 removed, 386 unchanged (66% of the section changed)

10 unchanged sentences

Our operating segment in Singapore is Marina Bay Sands.

From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

The Macao government’s policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.

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

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 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 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.

The Macao government announced total visitation from mainland China to Macao increased approximately 14.5% during the three months ended March 31, 2025, as compared to the same period in 2024.

The Macao government also announced gross gaming revenue increased 0.6% during the three months ended March 31, 2025, as compared to the same period in 2024 .

Airlift passenger movement has increased with a total of 12 million passengers having passed through Singapore’s Changi Airport from January to February 2025 (the latest statistics currently available), an increase of 7.6% compared to the same period in 2024 .

The Singapore Tourism Board (“STB”) announced total visitation to Singapore was 4.3 million for the three months ended March 31, 2025, marginally increasing by 0.1% from the same period in 2024 .

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.04 billion as of March 31, 2025 and access to $1.50 billion, $2.51 billion and $438 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively.

We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.

Critical Accounting Policies and Estimates

For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2024 Annual Report on Form 10-K filed on February 7, 2025.

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

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

There were no newly identified significant accounting policies and estimates during the three months ended March 31, 2025, nor were there any material changes to the critical accounting policies and estimates discussed in our 2024 Annual Report.

Operating Results

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Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

Our Rolling Chip table games are expected to produce a win percentage of 3.30% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 24.9%, 21.4%, 20.8%, 23.6%, 16.7% and 19.5% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our Rolling Chip table games are expected to produce a win percentage of 3.30% in Macao and 3.70% in Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 24.0%, 22.0%, 20.6%, 23.5%, 16.5% and 20.7% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our slot machines have produced a trailing 12-month hold percentage of 3.8%, 3.7%, 4.0%, 3.0%, 2.9% and 4.0% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

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

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.

In Macao and Singapore, 9.7% and 10.7%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2025.

Hotel revenue measurements:

Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day.

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures).

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements.

The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis.

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

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Summary Financial Results

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.

Net revenues for the three months ended March 31, 2025, were $2.86 billion, compared to $2.96 billion for the three months ended March 31, 2024.

Operating income was $609 million for the three months ended March 31, 2025, compared to $717 million for the three months ended March 31, 2024.

Net income was $408 million for the three months ended March 31, 2025, compared to $583 million for the three months ended March 31, 2024.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2025 2024 Percent

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Total net revenues $ 2,862 $ 2,959 (3.3) %

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,

Consolidated net revenues were $2.86 billion for the three months ended March 31, 2025, a decrease of $97 million compared to $2.96 billion for the three months ended March 31, 2024.

The decrease was due to a decrease of $103 million at our Macao operations, partially offset by an increase of $6 million at Marina Bay Sands.

Net casino revenues decreased $101 million compared to the three months ended March 31, 2024.

The decrease was due to decreases of $99 million and $2 million at our Macao operations and Marina Bay Sands, respectively.

Our Macao operations decreased due to decreased Non-Rolling Chip drop and win percentage, partially offset by increased Rolling Chip win percentage.

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

Three Months Ended March 31,

2025 2024 Change

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Slot hold percentage 3.5 % 4.0 % (0.5) pts

Three Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Rolling Chip volume (1)

$ 169 $ 277 (39.0) %

$ 709 $ 16 N.M.

Rolling Chip win percentage

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Rolling Chip win percentage 2.40 % (0.58) % 2.98 pts

$ 26 $ 10 160.0 %

$ 21 $ 1 N.M.

Slot hold percentage 2.2 % 16.2 % (14.0) pts

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Slot hold percentage 4.3 % 3.6 % 0.7 pts

__________________________

— Not meaningful.

(1) Rolling Chip tables were made available based on demand beginning in March 2024.

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 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,

Room revenues decreased $6 million compared to the three months ended March 31, 2024.

The decrease was due a $9 million decrease at our Macao operations, partially offset by a $3 million increase at Marina Bay Sands.

The decrease at our Macao operations was driven by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, partially offset by increases in ADR and occupancy.

Revenues at Marina Bay Sands increased due to increases in ADR and occupancy, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of room renovations in Towers 1 and 2 throughout 2024.

Three Months Ended March 31,

2025 2024 Change

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__________________________

(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.

(1) During the three months ended March 31, 2025 and 2024, approximately 2,850 and 5,400 rooms, respectively, were available for occupancy.

(2) During the three months ended March 31, 2025 and 2024, approximately 1,650 and 2,100 rooms, respectively, were available for occupancy.

Food and beverage revenues decreased $9 million compared to the three months ended March 31, 2024.

The decrease was driven by decreased business volume at banquet operations and food outlets at our Macao operations.

Mall revenues increased $12 million compared to the three months ended March 31, 2024.

The increase of $9 million in our Macao operations was primarily driven by increases of $4 million in base rent and $4 million in overage rent.

The $3 million increase at Marina Bay Sands was driven by a $4 million increase in base rent, partially offset by a $1 million decrease in overage rent.

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

Three Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Mall gross leasable area (in square feet)

517,610 567,013 (8.7) %

Occupancy 75.1 % 68.6 % 6.5 pts

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Mall gross leasable area (in square feet)

259,953 296,352 (12.3) %

Occupancy 76.4 % 68.0 % 8.4 pts

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

(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 $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).

(1) During the three months ended March 31, 2025, approximately 49,000 and 37,000 square feet of space at the Shoppes at Londoner and the Shoppes at Parisian, respectively, was removed from the respective gross leasable area as it was taken off the market and not available for leasing.

Convention, retail and other revenues increased $7 million compared to the three months ended March 31, 2024.

The increase was due to increases of $5 million and $2 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was due to an increase of $6 million in entertainment due to the resumption of events at the Venetian Arena upon completion of its renovation in the fourth quarter of 2024 and $1 million in ferry operations, partially offset by a $2 million decrease in other revenues (e.g., convention, exhibits).

The increase at Marina Bay Sands was driven by increases of $3 million in other revenues (e.g., Sky Park, spa) and $2 million in convention revenue, partially offset by a decrease of $3 million in entertainment revenue driven by events held during the three months ended March 31, 2024.

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended September 30,

Three Months Ended March 31,

2025 2024 Percent

5 unchanged sentences

Convention, retail and other 59 57 3.5 %

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

Provision for credit losses 5 11 (54.5) %

General and administrative 273 286 (4.5) %

6 unchanged sentences

Total operating expenses $ 2,253 $ 2,242 0.5 %

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.

Operating expenses were $2.25 billion for the three months ended March 31, 2025, an increase of $11 million compared to $2.24 billion for the three months ended March 31, 2024.

The increase was primarily driven by an increase of $42 million in depreciation and amortization, partially offset by decreases of $23 million in casino expenses and $13 million in general and administrative expenses.

Casino expenses decreased $23 million compared to the three months ended March 31, 2024.

The decrease was due to a decrease of $27 million at our Macao operations, partially offset by an increase of $4 million at Marina Bay Sands.

The decrease was primarily attributable to a $41 million decrease in gaming taxes at our Macao operations due to decreased gross gaming revenues, partially offset by increases in casino marketing and payroll and related expenses.

The increase at Marina Bay Sands was primarily due to a $3 million increase in gaming taxes.

Provision for credit losses was $5 million for the three months ended March 31, 2025, compared to $11 million for the three months ended March 31, 2024.

The $6 million decrease was primarily due to a $6 million decrease at Marina Bay Sands, resulting from a $7 million decrease in provision for the current quarter, partially offset by a $1 million increase in settlements of previously reserved accounts.

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.

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.

General and administrative expenses decreased $13 million compared to the three months ended March 31, 2024.

The decrease was due to decreases of $8 million and $5 million at our Macao operations and Marina Bay Sands, respectively.

The decrease at our Macao operations was primarily driven by decreases in utilities, repairs and maintenance and marketing costs.

The decrease at Marina Bay Sands was primarily due to a decrease in property taxes.

Corporate expense decreased $5 million compared to the three months ended March 31, 2024.

The decrease is primarily due to $10 million recorded during the three months ended March 31, 2024, for the 2023 expenses related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024 covering the years from 2023 to 2025.

This decrease was partially offset by increases of $4 million in charitable contributions and corporate sponsorships and $2 million in licensing fees.

Development expenses were $69 million for the three months ended March 31, 2025, compared to $53 million for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the increase was primarily due to increased efforts related to our digital gaming pursuits.

Development costs are expensed as incurred.

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.

Depreciation and amortization increased $42 million compared to the three months ended March 31, 2024.

The increase was due to a $42 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2024 and the first quarter of 2025.

Loss on disposal or impairment of assets was $7 million for the three months ended March 31, 2025.

The losses incurred for the three months ended March 31, 2025, were primarily due to $5 million in demolition costs related to Phase II of The Londoner Macao.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended September 30,

Three Months Ended March 31,

2025 2024 Percent

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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 September 30,

Three Months Ended March 31,

(In millions)

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Interest expense, net of amounts capitalized (174) (182)

Other expense

Loss on modification or early retirement of debt

Income tax expense (63) (17)

1 unchanged sentence

__________________________

(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.

(a) During the three months ended March 31, 2025 and 2024, we recorded stock-based compensation expense of $9 million and $20 million, respectively, of which $8 million and $14 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $75 million compared with the three months ended March 31, 2024, primarily due to decreases in casino operations at our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $8 million compared to the three months ended March 31, 2024, primarily due to an increase in non-gaming operations and a decrease in general and administrative expenses.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions)

5 unchanged sentences

Weighted average interest rate

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.

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.

Interest cost decreased $8 million compared to the three months ended March 31, 2024, primarily due to decreases in our weighted average total debt balance and weighted average interest rate.

The weighted average total debt balance decreased primarily due to repurchases totaling $175 million of the SCL $1.80 billion 5.125% Senior Notes during the three months ended June 30, 2024, and repayments on the 2012 Singapore Credit Facility on February 28, 2025 and throughout 2024.

This is partially offset by proceeds from the 2025 Singapore Credit Facility, to refinance the 2012 Singapore Credit Facility.

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 Fitch on February 1, 2024, and a decrease in the interest rates on the Singapore credit facilities.

The decrease was partially offset by higher rates on the LVSC Senior Notes issued on May 16, 2024, to refinance the $1.75 billion 3.200% Senior Notes.

Other Factors Affecting Earnings

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.

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.

Interest income was $42 million for the three months ended March 31, 2025, compared to $71 million for the three months ended March 31, 2024.

The decrease was attributable to a decrease in cash available to invest due to share repurchases, dividends and development-related spend in the last twelve months.

Other expense was $1 million for the three months ended March 31, 2025, compared to $6 million for the three months ended March 31, 2024.

Other expense during the three months ended March 31, 2025, was primarily attributable to foreign currency transaction losses driven by U.S.

dollar denominated debt held by SCL.

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.

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.

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

Operating Revenues

Our net revenues consisted of the following:

Nine Months Ended September 30,

2024 2023 Percent

(Dollars in millions)

Casino $ 6,199 $ 5,411 14.6 %

Rooms 957 881 8.6 %

Food and beverage 450 423 6.4 %

Mall 537 535 0.4 %

Convention, retail and other 259 207 25.1 %

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

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.

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

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 1,748 $ 1,544 13.2 %

Non-Rolling Chip drop $ 6,990 $ 6,256 11.7 %

Non-Rolling Chip win percentage 24.9 % 23.9 % 1.0 pts

Rolling Chip volume $ 2,955 $ 3,299 (10.4) %

Rolling Chip win percentage 5.05 % 4.88 % 0.17 pts

Slot handle $ 4,479 $ 3,699 21.1 %

Slot hold percentage 3.8 % 4.3 % (0.5) pts

The Londoner Macao

Total net casino revenues $ 1,075 $ 850 26.5 %

Non-Rolling Chip drop $ 5,160 $ 3,990 29.3 %

Non-Rolling Chip win percentage 21.1 % 20.9 % 0.2 pts

Rolling Chip volume $ 5,784 $ 5,013 15.4 %

Rolling Chip win percentage 3.02 % 2.97 % 0.05 pts

Slot handle $ 4,460 $ 3,585 24.4 %

Slot hold percentage 3.9 % 4.0 % (0.1) pts

The Parisian Macao

Total net casino revenues $ 569 $ 492 15.7 %

Non-Rolling Chip drop $ 2,947 $ 2,148 37.2 %

Non-Rolling Chip win percentage 20.5 % 21.3 % (0.8) pts

Rolling Chip volume

$ 185 $ 938 (80.3) %

Rolling Chip win percentage

(6.12) % 7.18 % (13.30) pts

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

Slot hold percentage 4.2 % 4.0 % 0.2 pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 430 $ 367 17.2 %

Non-Rolling Chip drop $ 2,025 $ 1,563 29.6 %

Non-Rolling Chip win percentage 24.0 % 24.3 % (0.3) pts

Rolling Chip volume $ 7,565 $ 4,473 69.1 %

Rolling Chip win percentage 2.24 % 3.14 % (0.90) pts

Slot handle (1)

$ 28 $ 85 (67.1) %

Slot hold percentage 4.4 % 5.9 % (1.5) pts

Total net casino revenues $ 212 $ 218 (2.8) %

Non-Rolling Chip drop $ 1,208 $ 1,165 3.7 %

Non-Rolling Chip win percentage 16.6 % 17.2 % (0.6) pts

Rolling Chip volume $ 62 $ 80 (22.5) %

Rolling Chip win percentage 4.31 % 6.67 % (2.36) pts

Slot handle $ 1,625 $ 1,377 18.0 %

Slot hold percentage 3.0 % 3.2 % (0.2) pts

Nine Months Ended September 30,

2024 2023 Change

(Dollars in millions)

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 2,165 $ 1,940 11.6 %

Non-Rolling Chip drop $ 6,329 $ 5,482 15.5 %

Non-Rolling Chip win percentage 19.6 % 18.2 % 1.4 pts

Rolling Chip volume $ 20,874 $ 21,237 (1.7) %

Rolling Chip win percentage 3.69 % 3.51 % 0.18 pts

Slot handle $ 18,473 $ 17,926 3.1 %

Slot hold percentage 3.9 % 3.9 % — pts

__________________________

(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 $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:

Nine Months Ended September 30,

2024 2023 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 156 $ 142 9.9 %

Occupancy rate 97.6 % 93.1 % 4.5 pts

Average daily room rate (ADR) $ 202 $ 209 (3.3) %

Revenue per available room (RevPAR) $ 197 $ 195 1.0 %

The Londoner Macao (1)

Total room revenues $ 234 $ 232 0.9 %

Occupancy rate 96.1 % 74.9 % 21.2 pts

Average daily room rate (ADR) $ 201 $ 201 — %

Revenue per available room (RevPAR) $ 193 $ 150 28.7 %

The Parisian Macao

Total room revenues $ 102 $ 100 2.0 %

Occupancy rate 96.5 % 91.0 % 5.5 pts

Average daily room rate (ADR) $ 152 $ 159 (4.4) %

Revenue per available room (RevPAR) $ 147 $ 145 1.4 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 77 $ 69 11.6 %

Occupancy rate 89.0 % 79.3 % 9.7 pts

Average daily room rate (ADR) $ 482 $ 490 (1.6) %

Revenue per available room (RevPAR) $ 429 $ 389 10.3 %

Total room revenues $ 13 $ 12 8.3 %

Occupancy rate 99.0 % 94.8 % 4.2 pts

Average daily room rate (ADR) $ 173 $ 170 1.8 %

Revenue per available room (RevPAR) $ 171 $ 161 6.2 %

Singapore Operations:

Marina Bay Sands (2)

Total room revenues $ 375 $ 326 15.0 %

Occupancy rate 95.0 % 96.9 % (1.9) pts

Average daily room rate (ADR) $ 796 $ 626 27.2 %

Revenue per available room (RevPAR) $ 757 $ 607 24.7 %

__________________________

(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 $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.

Nine Months Ended September 30, (1)

2024 2023 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 167 $ 161 3.7 %

Mall gross leasable area (in square feet) 822,456 818,773 0.4 %

Occupancy 83.6 % 80.0 % 3.6 pts

Base rent per square foot $ 289 $ 277 4.3 %

Tenant sales per square foot (2)

$ 1,615 $ 1,743 (7.3) %

Shoppes at Londoner

Total mall revenues $ 53 $ 47 12.8 %

Mall gross leasable area (in square feet) 566,272 611,192 (7.3) %

Occupancy 70.5 % 54.2 % 16.3 pts

Base rent per square foot $ 155 $ 152 2.0 %

Tenant sales per square foot (2)

$ 1,491 $ 1,701 (12.3) %

Shoppes at Parisian

Total mall revenues $ 20 $ 23 (13.0) %

Mall gross leasable area (in square feet) 296,818 296,352 0.2 %

Occupancy 67.7 % 66.1 % 1.6 pts

Base rent per square foot $ 103 $ 110 (6.4) %

Tenant sales per square foot (2)

$ 525 $ 641 (18.1) %

Shoppes at Four Seasons

Total mall revenues $ 116 $ 125 (7.2) %

Mall gross leasable area (in square feet) 261,845 249,303 5.0 %

Occupancy 90.1 % 92.7 % (2.6) pts

Base rent per square foot $ 630 $ 595 5.9 %

Tenant sales per square foot (2)

$ 5,832 $ 6,714 (13.1) %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 180 $ 178 1.1 %

Mall gross leasable area (in square feet) 615,944 616,699 (0.1) %

Occupancy 99.1 % 99.5 % (0.4) pts

Base rent per square foot $ 354 $ 315 12.4 %

Tenant sales per square foot (2)

$ 2,919 $ 2,998 (2.6) %

__________________________

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 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 $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:

Nine Months Ended September 30,

2024 2023 Percent

(Dollars in millions)

Casino $ 3,441 $ 3,011 14.3 %

Rooms 234 207 13.0 %

Food and beverage 379 349 8.6 %

Mall 62 65 (4.6) %

Convention, retail and other 177 141 25.5 %

Provision for credit losses 10 2 400.0 %

General and administrative 847 820 3.3 %

Corporate 215 166 29.5 %

Pre-opening 10 13 (23.1) %

Development 169 140 20.7 %

Depreciation and amortization 960 875 9.7 %

Amortization of leasehold interests in land 45 43 4.7 %

Loss on disposal or impairment of assets 41 22 86.4 %

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

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 $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 $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 $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 $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:

Nine Months Ended September 30,

2024 2023 Percent

(Dollars in millions)

The Venetian Macao $ 843 $ 752 12.1 %

The Londoner Macao 399 326 22.4 %

The Parisian Macao 228 201 13.4 %

The Plaza Macao and Four Seasons Macao 238 237 0.4 %

Sands Macao 36 42 (14.3) %

Ferry Operations and Other 12 12 — %

1,756 1,570 11.8 %

Marina Bay Sands 1,515 1,317 15.0 %

Consolidated adjusted property EBITDA (1)

$ 3,271 $ 2,887 13.3 %

____________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

Consolidated adjusted property EBITDA is net income (loss) from 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, 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.

Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

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

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

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

Nine Months Ended September 30,

(In millions)

Consolidated adjusted property EBITDA $ 3,271 $ 2,887

Other Operating Costs and Expenses

Stock-based compensation (a)

Corporate (215) (166)

Pre-opening (10) (13)

Development (169) (140)

Depreciation and amortization (960) (875)

Amortization of leasehold interests in land (45) (43)

Loss on disposal or impairment of assets (41) (22)

Operating income

Other Non-Operating Costs and Expenses

Interest income 218 225

Interest expense, net of amounts capitalized (547) (628)

Other income (expense)

Income tax expense (139) (221)

$ 1,360 $ 962

____________________

(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.

Interest Expense

The following table summarizes information related to interest expense:

Nine Months Ended September 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 14,219 $ 15,500

Weighted average interest rate

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.

Other Factors Affecting Earnings

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.

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.

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 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.

Our income tax expense was $63 million on income before income taxes of $471 million for the three months ended March 31, 2025, resulting in a 13.4% effective income tax rate.

This compares to a 2.8% effective income tax rate for the three months ended March 31, 2024.

The income tax expense for the three months ended March 31, 2025, 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.

The income tax expense for the three months ended March 31, 2024, reflects an income tax benefit of $57 million related to the reversal of the anticipated Macao shareholder dividend tax previously recorded, due to the shareholder dividend tax agreement entered into with the Macao government in February 2024 and covering the years from 2023 through 2025.

The net income attributable to noncontrolling interests was $56 million for the three months ended March 31, 2025, compared to $89 million for the three months ended March 31, 2024.

These amounts were related to the noncontrolling interest of SCL.

5 unchanged sentences

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 nine months ended September 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 months ended March 31, 2025 and 2024:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended September 30, 2024

Mall revenues:

Minimum rents (1)

$ 47 $ 32 $ 11 $ 3 $ 44

Overage rents 4 6 4 1 11

CAM, levies and direct recoveries 8 2 5 2 8

Total mall revenues 59 40 20 6 63

Mall operating expenses:

Common area maintenance 4 1 3 1 5

Marketing and other direct operating expenses 3 3 1 1 2

Mall operating expenses 7 4 4 2 7

Property taxes (2)

Mall-related expenses (3)

$ 7 $ 4 $ 4 $ 2 $ 8

For the three months ended September 30, 2023

Mall revenues:

Minimum rents (1)

$ 43 $ 31 $ 9 $ 4 $ 40

Overage rents 7 17 4 1 19

CAM, levies and direct recoveries 8 2 4 2 9

Total mall revenues 58 50 17 7 68

Mall operating expenses:

Common area maintenance 3 2 2 1 6

Marketing and other direct operating expenses 2 2 2 — 2

Mall operating expenses 5 4 4 1 8

Property taxes (2)

Mall-related expenses (3)

$ 5 $ 4 $ 4 $ 1 $ 10

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Mall revenues:

16 unchanged sentences

(In millions)

For the nine months ended September 30, 2023

For the three months ended March 31, 2024

Mall revenues:

25 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 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.

As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on March 31, 2025) in Macao.

Of this total, 33.39 billion patacas (approximately $4.17 billion at exchange rates in effect on March 31, 2025) must be invested in non-gaming projects.

These investments must be accomplished by December 2032.

Pursuant to the Concession, we have spent approximately $168 million on these projects for the year ended December 31, 2023.

This amount was reviewed and confirmed as qualified spend under the Concession by the Macao government following an audit conducted in July 2024, with results issued in November 2024.

The Macao government conducts an annual audit to confirm qualified concession investments for the prior year.

As of the date of this filing, the audit process for our investments spent during the year ended December 31, 2024, has not yet commenced.

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

The conversion of the Sheraton Grand Macao into the Londoner Grand hotel is now complete and represents Macao’s first Marriott International Luxury Collection hotel.

Construction of the newly renovated rooms and suites at the Londoner Grand resulted in a total of 2,405 rooms and suites, with 1,746 rooms and suites licensed for occupancy as of March 31, 2025 and the remaining rooms and suites licensed for occupancy in early April 2025.

These projects have a total estimated cost of $1.2 billion and were substantially completed during the first quarter of 2025.

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

1 unchanged sentence

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.

We are continuing with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $750 million, with an expected completion by 2025.

These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for its premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things.

On January 8, 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Land Premium”).

These allocations prescribe and limit the use of the gross floor area for hotel, gaming, retail, food and beverage, MICE and arena at the MBS Expansion Project site.

The Second Supplemental Agreement also formalized the dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project, being July 8, 2025 and July 8, 2029, respectively.

These dates were previously agreed by way of the letter agreement, dated April 1, 2024, between the STB and MBS.

Our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of the additional 2,000 square meters of 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 $2.3 billion as of March 31, 2025, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the accrual of approximately SGD 1.13 billion (approximately $845 million at exchange rates in effect on March 31, 2025) for the Additional Gaming Area payment, which was made on April 2, 2025.

We are continuing with the renovation of the Tower 3 hotel rooms at Marina Bay Sands into world class suites and other property changes at an estimated cost of approximately $750 million to be completed in phases during the first half of 2025.

These renovations at Marina Bay Sands will result in a total of 1,844 rooms and suites upon completion and are substantially upgrading the overall guest experience for its premium customers, including new dining and retail experiences, and upgrading the casino floor including the introduction of tower gaming, among other things.

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.

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

On June 2, 2023, we acquired the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York.

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

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

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

On April 23, 2025, we announced our decision to cease pursuit of a casino license from the state of New York in light of concerns regarding a lower anticipated return on investment due to various factors, including the impact of the potential legalization of online gaming on the New York market.

We are in the process of seeking a potential acquiror to whom we can transact the opportunity to bid for a casino license on the Nassau Coliseum site.

There is no assurance we will be able to transact such opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.

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

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Our cash flows consisted of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

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Capital expenditures (379) (196)

Proceeds from disposal of property and equipment 1 3

Acquisition of intangible assets and other (75) (4)

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Cash flows from financing activities:

Proceeds from exercise of stock options 1 4

Tax withholding on vesting of equity awards (2) (2)

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Dividends paid

Proceeds from long-term debt 1,748 —

Repayments on long-term debt (1,979) (1,803)

Proceeds from debt

Repayments on debt

Payments of financing costs (164) —

Unsettled forward contract for purchase of noncontrolling interest

Capped call option contract

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

Cash flows from operating activities for the nine months ended September 30, 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.

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

Cash flows from operating activities for the three months ended March 31, 2025, decreased $188 million compared to the three months ended March 31, 2024.

The decrease in cash generated from operations was primarily due to a decrease in operating income from our Macao properties, as well as decreases in cash related to changes in working capital, primarily from increases in accounts receivable.

Cash Flows — Investing Activities

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 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 nine months ended September 30, 2023, included a payment of $221 million related to the purchase of the Nassau Coliseum.

Capital expenditures for the three months ended March 31, 2025, totaled $379 million.

Included in this amount was $197 million for construction and development activities in Macao, which consisted of $166 million for The Londoner Macao, primarily due to the Londoner Grand, $24 million for The Venetian Macao, $3 million for The Parisian Macao, $2 million for Sands Macao and $2 million for The Plaza Macao and Four Seasons Macao, $175 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $7 million for corporate and other.

Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which gaming license now expires in April 2028 .

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

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

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

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

Cash Flows — Financing Activities

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.

Net cash flows used in financing activities were $692 million for the three months ended March 31, 2025.

We utilized $416 million for common stock repurchases, $179 million for dividend payments related to our stockholder return of capital program and $164 million for deferred offering costs for the 2025 Singapore Credit Facility.

Additionally, there were net proceeds of debt of $87 million, primarily related to proceeds received from the 2025 Singapore Credit Facility and the extinguishment of the 2012 Singapore Credit Facility.

Lastly, we paid $19 million in other financial liability payments.

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 debt.

Capital Financing Overview

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

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

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

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

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

Refer to “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 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.

On February 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.80 billion at exchange rates in effect on March 31, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available a SGD 750 million (approximately $559 million at exchange rates in effect on March 31, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and a SGD 7.50 billion (approximately $5.59 billion at exchange rates in effect on March 31, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility”).

On February 28, 2025, MBS drew the full amount of the 2025 Singapore Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility – Term.

MBS may draw under the 2025 Singapore Revolving Facility to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes.

The proceeds from the 2025 Singapore Delayed Draw Term Loan Facility may be used to finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project.

In connection with entering into the 2025 Singapore Credit Facility, the commitments under MBS’s amended and restated credit facility agreement, the 2012 Singapore Credit Facility, were terminated.

Refer to “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details.

On April 1, 2025 , MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

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

As of September 30, 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.

As of March 31, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.22x, 3.33x and 1.51x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x 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 $4.21 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.

We held unrestricted cash and cash equivalents of $3.04 billion and restricted cash of $125 million as of March 31, 2025, of which approximately $1.31 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 $4.21 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 have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.04 billion and cash flow generated from operations, as well as $4.44 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit.

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, 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).

On February 19, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, during the three months ended March 31, 2025, recorded $179 million as a distribution against retained earnings.

In April 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $177 million) to be paid on May 14, 2025, to stockholders of record on May 6, 2025.

We expect this level of dividend to continue quarterly through the remainder of 2025.

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.

On December 4, 2024, our wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into a share purchase agreement (the “December 2024 SCL Purchase Agreement”) with a financial institution (the “Agent”) relating to the purchase of the common stock of SCL.

Pursuant to the terms of the December 2024 SCL Purchase Agreement, VVDI II made an up-front payment of HKD 800 million (approximately $103 million at exchange rates as of the date of the transaction) to the Agent on December 4, 2024.

The December 2024 SCL Purchase Agreement, which allowed for delivery of shares on a daily basis, concluded on January 7, 2025, and resulted in the delivery of 38,678,639 shares of SCL common stock to us, representing an average daily price of HKD 20.68 per share.

The additional shares delivered resulted in an increase of our ownership of SCL to approximately 72.29% as of January 7, 2025.

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.

During the three months ended March 31, 2025, we repurchased 10,086,681 shares of our common stock for $454 million (including commissions and $4 million in excise tax) under our share repurchase program.

On April 22, 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion.

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

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 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.

As of March 31, 2025, 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, 2024, with the exception of the termination of the 2012 Singapore Credit Facility, the new 2025 Singapore Credit Facility and the associated interest payments and the MBS land premium payment due to the Singapore government paid on April 2, 2025.

Payments Due by Period

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(In millions)

Long-Term Debt Obligations (2)

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

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

Fixed Interest Payments 47 865 553 359 1,824

Debt Obligations

2025 Singapore Credit Facility (2)

$ 42 $ 112 $ 112 $ 2,576 $ 2,842

Variable interest payments (3)

71 183 176 160 590

Contractual Obligations

Additional Gaming Area (4)

845 — — — 845

Total $ 958 $ 295 $ 288 $ 2,736 $ 4,277

_______________________

(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.

(1) Represents the nine-month period ending December 31, 2025.

(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details on this financing transaction.

(3) Based on the Singapore Overnight Rate Average of 2.14% as of March 31, 2025, plus the applicable interest rate spread in accordance with the 2025 Singapore Credit Facility.

(4) Pursuant to the Second Supplemental Agreement to the Second Development Agreement executed in January 2025, we are required to make a payment on April 2, 2025, for the Additional Gaming Area.

See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Leasehold Interests in Land, Net” for further details on this transaction.

Special Note Regarding Forward-Looking Statements

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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:

In addition, in certain portions included in this Annual Report on Form 10-K, the words:

“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.

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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;

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

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

• general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;

• disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;

• the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao and Singapore;

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

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

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

• the possibility that the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong;

• the possibility that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in which regulatory oversight is conducted in Macao;

• our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;

• fluctuations in currency exchange rates and interest rates, and the possibility of increased expense as a result;

• increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;

• our ability to compete for limited management and labor resources in Macao and Singapore, and policies of those governments that may also affect our ability to employ imported managers or labor from other countries;

• our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us;

• the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;

• the ability of our insurance coverage to cover all possible losses that our properties could suffer and the potential for our insurance costs to increase in the future;

• our ability to collect gaming receivables from our credit players;

• the collectability of our outstanding loan receivable;

• our dependence on chance and theoretical win rates;

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

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

• reputational risk related to the license of certain of our trademarks;

• the possibility that our securities may be prohibited from being traded in the U.S.

securities market under the Holding Foreign Companies Accountable Act;

• conflicts of interest that arise because certain of our directors and officers are also directors and officers of SCL;

• government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet;

• increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

• the popularity of Macao and Singapore as convention and trade show destinations;

• new taxes, changes to existing tax rates or proposed changes in tax legislation;

• the continued services of our key officers;

• any potential conflict between the interests of our Principal Stockholders and us;

• labor actions and other labor problems;

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

• the completion of infrastructure projects in Macao;

• limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi;

• the outcome of any ongoing and future litigation;

• potential negative impacts from environmental, social and governance and sustainability matters.

• Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy;

• Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations;

• Our business is sensitive to the willingness of our customers to travel;

• We are subject to extensive regulations that govern our operations in any jurisdiction where we operate;

• Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate;

• We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries;

• Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations;

• We are subject to fluctuations in foreign currency exchange rates;

• We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons;

• Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings;

• We face the risk of fraud and cheating;

• Our operations face significant competition, which may increase in the future;

• Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful;

• Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows;

• There are significant risks associated with our current and planned construction projects;

• Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us;

• The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted;

• The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face;

• Conducting business in Macao and Singapore has certain political and economic risks;

• Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates;

• We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi;

• VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas;

• Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations;

• The interests of our principal stockholders in our business may be different from yours;

• Conflicts of interest may arise because certain of our directors and officers are also directors of SCL;

• We depend on the continued services of key officers;

• We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor;

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

• We may fail to establish and protect our IP rights and could be subject to claims of IP infringement;

• The licensing of our trademarks to third parties could result in reputational harm for us;

• Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future;

• We are subject to changes in tax laws and regulations;

• We could be negatively impacted by environmental, social and governance and sustainability matters;

• Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.

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

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.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made.

The Company assumes no obligation to update any forward-looking statements, 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