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What changed in Las Vegas Sands's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Las Vegas Sands's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+451 added−491 removedSource: 10-K (2024-02-07) vs 10-K (2023-02-03)

Top changes in Las Vegas Sands's 2023 10-K

451 paragraphs added · 491 removed · 342 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

128 edited+43 added−35 removed117 unchanged
Biggest change(3) Excludes approximately 230,000 square feet of space operated by the Company. 10 Table of Contents The following table reflects our tenant representation by category for our mall operations as of December 31, 2022: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury, women's, men's, mixed) 716,598 34 % Louis Vuitton, Dior, Gucci, Versace, Chanel, Hermès, Balenciaga, Loewe, Saint Laurent, Burberry, Prada, Moncler, Fendi, Tommy Hilfiger, Coach, Tory Burch, I.T Menswear Restaurants and lounges 409,032 20 % Lei Garden, Ce La Vi, North, Blossom, The Cheesecake Factory, Shake Shack Multi-Brands 245,114 12 % Duty Free Americas, The Atrium, DFS Jewelry 152,003 7 % Bvlgari, Cartier, Rolex, Tiffany & Co., Chaumet, Van Cleef & Arpels, Longines, V&A, Jaeger-LeCoultre, Breitling Fashion accessories and footwear 114,974 6 % Rimowa, FURLA, Oakley & Spectacle Hut, Charles & Keith, Tod’s Health and beauty 102,718 5 % Sephora, Sa Sa, Chanel, Helena Rubinstein, SkinCeuticals, Valentino Beauty Home furnishing and electronics 99,812 5 % Apple, Zara Home, MUJI Lifestyle, sports and entertainment 99,329 5 % Manchester United, Adidas, Lululemon, Under Armour Banks and services 56,375 3 % Bank of China, ICBC, KBL Healthcare Specialty foods 31,078 2 % Godiva, Haagen Dazs, Jason’s Deli Arts and gifts 17,962 1 % Emporio di Gondola, Pop Mart Total 2,044,995 100 % Human Capital Talent Management We directly employ approximately 35,700 employees worldwide, including approximately 35,500 full-time employees, and hire additional temporary employees on an as-needed basis.
Biggest change(3) Excludes approximately 230,000 square feet of space operated by the Company. 10 Table of Contents The following table reflects our tenant representation by category for our mall operations as of December 31, 2023: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury, women's, men's, mixed) 719,734 34 % Louis Vuitton, Dior, Gucci, Versace, Chanel, Hermès, Balenciaga, Loewe, Saint Laurent, Burberry, Prada, Moncler, Fendi, Kenzo, Alexander McQueen, Bottega Veneta, ZEGNA, Givenchy, Loro Piana, Miu Miu, Berluti Restaurants and lounges 392,929 19 % Lei Garden, Ce La Vi, North, The Cheesecake Factory, Shake Shack, Haidilao, Tai Er Chinese Sauerkraut Fish Multi-Brands 245,114 12 % Duty Free Americas, The Atrium, DFS, Temptation Jewelry 155,515 8 % Bvlgari, Cartier, Rolex, Tiffany & Co., Chaumet, Van Cleef & Arpels, Longines, Jaeger-LeCoultre, Breitling, Breguet, Chopard, PIAGET Health and beauty 108,038 5 % Sephora, Sa Sa, Chanel, Helena Rubinstein, SkinCeuticals, La Prairie, Dior Fashion accessories and footwear 104,826 5 % Rimowa, Oakley & Spectacle Hut, Charles & Keith, Tod’s, Jimmy Choo, Roger Vivier, Christian Louboutin Home furnishing and electronics 97,281 5 % Apple, Zara Home, MUJI Lifestyle, sports and entertainment 88,847 4 % Manchester United, Adidas, Lululemon, Under Armour Banks and services 57,214 3 % Bank of China, ICBC, BR Aesthetic Medical Clinic Arts and gifts 54,125 3 % Emporio di Gondola, Pop Mart, Harry Potter: The Exhibition Specialty foods 35,488 2 % Godiva, Haagen Dazs, Jason’s Deli, Venchi Total 2,059,111 100 % Human Capital Talent Management We directly employ approximately 38,700 employees worldwide, including approximately 38,400 full-time employees, and hire additional temporary employees on an as-needed basis.
On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022.
On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022.
As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered.
As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission ("SEC") filings, and any amendments to those reports and any other filings we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC's web site address at www.sec.gov .
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC's web site address at www.sec.gov .
Some examples of key programs and initiatives we have implemented to attract, develop and retain our diverse workforce include: • Competitive pay; • Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both physical and mental health, such as a free Employee Assistance Program for employees and their household at SCL, which provides information regarding nutrition, disease management, stress reduction and injury prevention; • Retirement benefits: all eligible employees are able to participate in retirement planning schemes, which may include contributions from the employer, as well as the employee; 11 Table of Contents • Diversity, Equity and Inclusion Program: through well-established policies, procedures, hiring practices and support systems, we promote diversity, equity and inclusion and integrate these values into our Company; • Subsidized child care programs; • On-site provision of meals for employees; and • Training and development: through Sands Academy, our global training and development platform, we provide courses, learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as provide tuition reimbursement.
Some examples of key programs and initiatives we have implemented to attract, develop and retain our diverse workforce include: • Competitive pay; • Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both 11 Table of Contents physical and mental health, such as a free Employee Assistance Program for employees and their household, which provides information regarding nutrition, disease management, stress reduction and injury prevention; • Retirement benefits: all eligible employees are able to participate in retirement planning schemes, which may include contributions from the employer, as well as the employee; • Diversity, Equity and Inclusion Program: through policies, procedures, hiring practices and support systems, we seek to promote diversity, equity and inclusion and integrate these values into our Company; • Subsidized child care programs; • On-site provision of meals for employees; and • Training and development: through Sands Academy, our global training and development platform, we provide courses, learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as provide tuition reimbursement.
With effect from March 1, 2022, the casino tax rates of 5% for premium players and 15% for mass players were increased to 8% and 18% on gross gaming revenue up to SGD 2.4 billion and SGD 3.1 billion (approximately $1.8 billion and $2.3 billion at exchange rates in effect on December 31, 2022), respectively.
With effect from March 1, 2022, the casino tax rates of 5% for premium players and 15% for mass players were increased to 8% and 18% on gross gaming revenue up to SGD 2.4 billion and SGD 3.1 billion (approximately $1.8 billion and $2.3 billion at exchange rates in effect on December 31, 2023), respectively.
We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Development Agreement.
We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement.
Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers occupy our properties during the weekends. Our convention, trade show and meeting facilities, combined with the on-site amenities offered at our Macao and Singapore Integrated Resorts, provide flexible and expansive space for meetings, incentives, conventions and exhibitions ("MICE").
Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers occupy our properties during the weekends. Our convention, trade show and meeting facilities, combined with the on-site amenities offered at our Macao and Singapore Integrated Resorts, provide flexible and expansive space for meetings, incentives, conventions and exhibitions (“MICE”).
Of our full-time employees, approximately 50% are female. Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled managers and employees at our properties. Our strategy is to be the employer of choice by ensuring a thriving workforce built on integrity and opportunity and to support our employees’ personal, professional and financial well-being.
Of our full-time employees, approximately 49% are female. Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled managers and employees at our properties. Our strategy is to be the employer of choice by ensuring a thriving workforce built on integrity and opportunity and to support our employees’ personal, professional and financial well-being.
In addition, the Macao gaming authorities require prior approval for any loan or similar financing transaction above 100 million patacas (approximately $12 million at exchange rates in effect on December 31, 2022) where VML is a borrower or a lender, or where it involves the creation of liens and encumbrances over VML's assets and restrictions on stock.
In addition, the Macao gaming authorities require prior approval for any loan or similar financing transaction above 100 million patacas (approximately $12 million at exchange rates in effect on December 31, 2023) where VML is a borrower or a lender, or where it involves the creation of liens and encumbrances over VML's assets and restrictions on stock.
Based on figures released by the STB, the largest source markets for visitors to Singapore over the last five years ending in 2022 were China and Indonesia. The STB's methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore by land, although this method of visitation is generally thought to be substantial.
Based on figures released by the STB, the largest source markets for visitors to Singapore over the last five years ending in 2023 were China and Indonesia. The STB's methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore by land, although this method of visitation is generally thought to be substantial.
Under the Casino Control Act, as amended (the "Singapore Act"), a casino operator may be subject to a financial penalty, for each ground of disciplinary action which amounts to a serious breach, of a sum not exceeding 10% of the annual gross gaming revenue (as defined in the Singapore Act) of the casino operator for the financial year immediately preceding the date the financial penalty is imposed.
Under the Casino Control Act, as amended (the “Singapore Act”), a casino operator may be subject to a financial penalty, for each ground of disciplinary action which amounts to a serious breach, of a sum not exceeding 10% of the annual gross gaming revenue (as defined in the Singapore Act) of the casino operator for the financial year immediately preceding the date the financial penalty is imposed.
Development Agreement with Singapore Tourism Board On August 23, 2006, MBS entered into a development agreement, as amended by a supplementary agreement on December 11, 2009 (the "Development Agreement"), with the STB to design, develop, construct and operate the Marina Bay Sands. The Development Agreement includes a concession for MBS to own and operate a casino within the Integrated Resort.
Development Agreement with Singapore Tourism Board On August 23, 2006, MBS entered into a development agreement, as amended by a supplementary agreement on December 11, 2009 (the “Development Agreement”), with the STB to design, develop, construct and operate the Marina Bay Sands. The Development Agreement includes a concession for MBS to own and operate a casino within the Integrated Resort.
However, uncertainties remain whether the PCAOB can continue to make a determination in the future that it is able to inspect and investigate completely PCAOB-registered audit firms based in mainland China and Hong Kong. See "Item 1A. — Risk Factors — Risks Related to Doing Business in China" for more detailed information. Transfers of Cash to and from Our Non-U.S.
However, uncertainties remain whether the PCAOB can continue to make a determination in the future that it is able to inspect and investigate completely PCAOB-registered audit firms based in mainland China and Hong Kong. See “Item 1A. — Risk Factors — Risks Related to Doing Business in China” for more detailed information. Transfers of Cash to and from Our Non-U.S.
A significant portion of our business operations are based in Macao and held by various Macao-incorporated indirect subsidiaries of SCL, our majority-owned subsidiary incorporated in Cayman Islands and listed in Hong Kong (collectively referred to as the "Macao Operations").
A significant portion of our business operations are based in Macao and held by various Macao-incorporated indirect subsidiaries of SCL, our majority-owned subsidiary incorporated in Cayman Islands and listed in Hong Kong (collectively referred to as the “Macao Operations”).
In addition, on December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCA Act”), pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board 20 Table of Contents ("PCAOB") has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years.
In addition, on December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCA Act”), pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (“PCAOB”) has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years.
Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than twelve years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.
Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than 13 years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.
In addition, under the Second Development Agreement, MBS is granted approval for the change of use of the area comprising the whole of the 55th floor of MBS’ hotel tower 1, or such other areas as may be agreed within hotel tower 1, to be developed and used as part of MBS’ casino; and MBS is granted an option to purchase an additional 2,000 square meters of casino gaming area at a price to be determined by the relevant Singapore government authority upon written request by MBS to exercise the option.
In addition, under the Second Development Agreement, MBS is granted approval for the change of use of the area comprising the whole of the 55th floor of Marina Bay Sands’ hotel tower 1, or such other areas as may be agreed within hotel tower 1, to be developed and used as part of Marina Bay Sands’ casino; and MBS is granted an option to purchase an additional 2,000 square meters of casino gaming area at a price to be determined by the relevant Singapore government authority upon written request by MBS to exercise the option.
Our Environmental, Social and Governance Report is available on our website and contains further information on our environmental sustainability performance, including data indices that reflect the reporting requirements of the Global Reporting Initiative and the Sustainability Accounting Standards Board.
Our Environmental, Social and Governance Report (the “Report”) is available on our website and contains further information on our environmental sustainability performance, including data indices that reflect the reporting standards of the Global Reporting Initiative and the Sustainability Accounting Standards Board.
See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements." Our principal operating and developmental activities occur in two geographic areas: Macao and Singapore. Management reviews the results of operations for each of its operating segments, which generally are our Integrated Resorts.
See “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.” Our principal operating and developmental activities occur in two geographic areas: Macao and Singapore. Management reviews the results of operations for each of its operating segments, which generally are our Integrated Resorts.
Singapore In April 2019, MBS entered into the Second Development Agreement with the STB pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
In April 2019, MBS and the STB entered into the Second Development Agreement pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In 14 Table of Contents addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.
If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.
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. 21 Table of Contents Cash may be transferred between and among the Company and its subsidiaries through capital contributions, intercompany loans or advances, dividends, royalties and transfers of cash and other assets.
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. Cash may be transferred between and among the Company and its subsidiaries through capital contributions, intercompany loans or advances, dividends, royalties and transfers of cash and other assets.
We intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe our continued improvement in our high-quality gaming product offerings has enabled us to capture a meaningful share of the overall Macao gaming market across all player segments.
We 7 Table of Contents intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe our continued improvement in our high-quality gaming product offerings has enabled us to capture a meaningful share of the overall Macao gaming market across all player segments.
Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao Companies and Moveable Assets Registrar (a "Macao registered corporation") beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares.
Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao Companies and Moveable Assets Registrar (a “Macao registered corporation”) beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares.
In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the transaction).
In April 2019 and in connection with the lease, MBS provided various governmental agencies in Singapore the required premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.54 billion (approximately $1.14 billion at exchange rates in effect at the time of the 18 Table of Contents transaction).
We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort 5 Table of Contents offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments. Leveraging our scale of operations to create and maintain an absolute cost advantage.
We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments. Leveraging our scale of operations to create and maintain an absolute cost advantage.
Effective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, were temporarily transferred to VML for the duration of the Concession in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2022).
Effective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to VML for the duration of the Concession in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2023).
Accordingly, our primary sources of cash are royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors.
Accordingly, our primary sources of cash are 21 Table of Contents royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors.
In addition, all casino premises and gaming-related equipment, which use was temporarily transferred by the Macao government to VML, will be transferred back to the Macao government upon the expiry of our Concession, together with any gaming-related equipment we acquire during our Concession, without any compensation to us.
In addition, all casino premises and gaming-related equipment, which use has been temporarily transferred by the Macao government to VML, will be transferred back to the Macao government upon the expiry of our Concession, together with any gaming-related equipment we acquire during our Concession, without any compensation to us.
Under the request for proposals to develop an integrated resort at Marina Bay, Singapore, during an initial ten-year exclusive period (the "Exclusivity Period") only two licensees were granted the right to operate a casino in Singapore, which expired on February 28, 2017.
Under the request for proposals to develop an integrated resort at Marina Bay, Singapore, during an initial ten-year exclusive period (the “Exclusivity Period”) only two licensees were granted the right to operate a casino in Singapore, which expired on February 28, 2017.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $561 million at exchange rates in effect on December 31, 2022), we would be required to pay the difference as the special annual gaming premium.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $560 million at exchange rates in effect on December 31, 2023), we would be required to pay the difference as the special annual gaming premium.
Additionally, prior to its sale, our operating segment in the United States, was The Venetian Resort Las Vegas and the Sands Expo and Convention Center (together, the "Las Vegas Operating Properties") through February 22, 2022, which has been disclosed as a discontinued operation.
Additionally, prior to its sale, our operating segment in the United States was The Venetian Resort Las Vegas and the Sands Expo and Convention Center (together, the “Las Vegas Operating Properties”) through February 22, 2022, which has been disclosed as a discontinued operation.
If any of our 15 Table of Contents annual execution proposals or parts thereof are not approved, VML is obliged to propose allocating the relevant funds to other projects related with its activity, which are also subject to approval of the Macao government.
If any of our annual execution proposals or parts thereof are not approved, VML is obliged to propose allocating the relevant funds to other projects related with its activity, which are also subject to approval of the Macao government.
The Shoppes at Four Seasons includes approximately 249,000 square feet of retail space with 137 stores and home to 9 restaurant and food outlets, and is connected to the Shoppes at Venetian. The Plaza Macao and Four Seasons Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.
The Shoppes at Four Seasons includes approximately 249,000 square feet of retail space with 134 stores and home to 10 restaurant and food outlets, and is connected to the Shoppes at Venetian. The Plaza Macao and Four Seasons Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.
The fixed portion of the premium is equal to 30 million patacas (approximately $4 million at exchange rates in effect on December 31, 2022).
The fixed portion of the premium is equal to 30 million patacas (approximately $4 million at exchange rates in effect on December 31, 2023).
For example, the Macao government has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary.
For 16 Table of Contents example, the Macao government has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary.
The Basic Law of Macao provides that Macao will be governed under the principle of “one country, two systems” with its own separate government and legislature and that Macao will have a high degree of legislative, judicial and economic autonomy.
The Basic Law of Macao provides that Macao will be 20 Table of Contents governed under the principle of “one country, two systems” with its own separate government and legislature and that Macao will have a high degree of legislative, judicial and economic autonomy.
These annual payments will be adjusted annually based on the Macao average price index for the preceding year. Under the Concession, we are obligated to operate 13 Table of Contents casino games of chance in Macao.
These annual payments will be adjusted annually based on the Macao average price index for the preceding year. Under the Concession, we are obligated to operate casino games of chance in Macao.
The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 296,000 square feet of unique retail shopping with 109 stores featuring many international brands and home to 23 restaurants and food outlets featuring an international assortment of cuisines.
The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 296,000 square feet of unique retail shopping with 112 stores featuring many international brands and home to 26 restaurants and food outlets featuring an international assortment of cuisines.
The annual execution proposal for the year 2023 should be submitted by March 31, 2023. Within two months after submission of each annual execution proposal, the Macao government will decide on their approval, and may request adjustments to specific projects, to the investment amount and to the execution schedule.
The annual execution proposal for the year 2023 was submitted on March 31, 2023. Within two months after submission of each annual execution proposal, the Macao government will decide on their approval, and may request adjustments to specific projects, to the investment amount and to the execution schedule.
The Integrated Resort offers approximately 160,000 square feet of gaming space with approximately 500 table games and 2,900 slot machines and ETGs; The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.
The Integrated Resort offers approximately 162,000 square feet of gaming space with approximately 500 table games and 3,000 slot machines and ETGs; The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.
The Londoner Macao presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"), and interactive guest experiences. The Integrated Resort features four hotel towers.
The Londoner Macao presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as “Big Ben”), and interactive guest experiences. The Integrated Resort features four hotel towers.
The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately 160 table games and 560 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa facilities and several restaurants and entertainment areas.
The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately 110 table games and 430 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa facilities and several restaurants and entertainment areas.
The minimum amount has been set by the Macao government at 7 million patacas per gaming table and 300,000 patacas per gaming machine (approximately $1 million and $37,360, respectively, at exchange rates in effect on December 31, 2022).
The minimum amount has been set by the Macao government at 7 million patacas per gaming table and 300,000 patacas per gaming machine (approximately $1 million and $37,274, respectively, at exchange rates in effect on December 31, 2023).
The Londoner Macao (previously Sands Cotai Central), our largest Integrated Resort on the Cotai Strip, is located across the street from The Venetian Macao, The Parisian Macao and The Plaza Macao and Four Seasons Macao.
The Londoner Macao, our largest Integrated Resort on the Cotai Strip, is located across the street from The Venetian Macao, The Parisian Macao and The Plaza Macao and Four Seasons Macao.
If our Concession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease to generate revenues from our gaming operations when our Concession expires on December 31, 2032.
If our Concession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease to generate revenues from our gaming operations when our Concession expires.
The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 944,000 square feet of unique retail shopping with 316 stores featuring many international brands and home to 56 restaurants and food outlets featuring an international assortment of cuisines.
The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 948,000 square feet of unique retail shopping with 327 stores featuring many international brands and home to 59 restaurants and food outlets featuring an international assortment of cuisines.
Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming concession, future phases of renovation and redevelopment of The Londoner Macao and the extensive renovation and expansion of Marina Bay Sands.
Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming concession, the next phase of renovation and redevelopment of The Londoner Macao and the extensive renovation and expansion of Marina Bay Sands.
We welcomed approximately 6 million visitors to Macao in 2022, compared to the approximately 8 million visitors in 2021. We believe visitation will return to pre-pandemic levels and will continue to experience meaningful long-term growth.
We welcomed approximately 27 million visitors to Macao in 2023, compared to the approximately 6 million visitors in 2022. We believe visitation will return to pre-pandemic levels and will continue to experience meaningful long-term growth.
The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,360, $18,680 and $125, respectively, at exchange rates in effect on December 31, 2022), subject to a minimum of 76 million patacas (approximately $9 million at exchange rates in effect on December 31, 2022).
The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,274, $18,637 and $124, respectively, at exchange rates in effect on December 31, 2023), subject to a minimum of 76 million patacas (approximately $9 million at exchange rates in effect on December 31, 2023).
These properties include The Venetian Macao Resort Hotel ("The Venetian Macao"); The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao, Cotai Strip (the "Four Seasons Macao"); and the Sands Macao.
These properties include The Venetian Macao Resort Hotel (“The Venetian Macao”); The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Macao”); and the Sands Macao.
Additionally, we entered into an agreement with the Macao government in April 2019, effective through June 26, 2022, providing for payments as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits, namely a payment of 38 million patacas (approximately $5 million at exchange rates in effect on December 31, 2022) for each of the years 2021 and 2020, each payment made on or before January 31 of the following year, and a payment of 18 million patacas (approximately $2 million at exchange rates in effect on December 31, 2022) for the period between January 1, 2022 through June 26, 2022, paid on or before July 26, 2022.
We entered into an agreement with the Macao government in April 2019, effective through June 26, 2022, providing for payments as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits, namely a payment of 38 million patacas (approximately $5 million at exchange rates in effect on December 31, 2023) for 2021 and a payment of 18 million patacas (approximately $2 million at exchange rates in effect on December 31, 2023) for the period between January 1, 2022 through June 26, 2022.
Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.57 billion and restricted cash of $125 million as of December 31, 2022, of which approximately $2.06 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to the abovementioned restrictions.
Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.20 billion and restricted cash of $124 million as of December 31, 2023, of which approximately $1.80 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to the abovementioned restrictions.
Management expects to benefit from lower unit costs due to the economies of scale inherent in our operations. Opportunities for lower unit costs include, but are not limited to: lower utility costs; more efficient staffing of hotel and gaming operations; and centralized transportation, marketing and sales, and procurement. In addition, our scale allows us to consolidate certain administrative functions.
Management expects to benefit from lower unit costs due to the economies of scale inherent in our operations. Opportunities for lower unit costs include, but are not limited to: lower utility costs; more efficient staffing of hotel and gaming operations; and centralized transportation, marketing and sales, and procurement.
The Plaza Macao and Four Seasons Macao also has 360 elegantly appointed rooms and suites managed by FS Macau Lda., several food and beverage offerings, and conference and banquet facilities.
The Plaza Macao and Four Seasons Macao also has 360 elegantly appointed rooms and suites managed by FS Macau Lda., several food and beverage offerings, and conference and banquet facilities. The Grand Suites at Four Seasons features 289 luxury suites.
The program is aligned with the United Nations Sustainable Development Goals and other key environmental standards in the areas of low carbon transition, water stewardship, waste, plastics and packaging, sourcing and biodiversity.
The program is aligned with the United Nations Sustainable Development Goals and other key environmental standards in the areas of low carbon transition, water stewardship, waste, materials and resources and biodiversity.
We are required to invest, or cause to be invested, at least 30.24 billion patacas (approximately $3.77 billion at exchange rates in effect on December 31, 2022), including 27.80 billion patacas (approximately $3.46 billion at exchange rates in effect on December 31, 2022) on non-gaming projects.
We are required to invest, or cause to be invested, at least 30.24 billion patacas (approximately $3.76 billion at exchange rates in effect on December 31, 2023), including 27.80 billion patacas (approximately $3.45 billion at exchange rates in effect on December 31, 2023) on non-gaming projects.
For further information related to the financial performance of our malls, see "Part II — Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations." The tables below set forth certain information regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, 2022.
For further information related to the financial performance of our malls, see “Part II — Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations.” 9 Table of Contents The tables below set forth certain information regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, 2023.
We currently own and operate Integrated Resorts in Macao and Singapore. We believe our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating growth and cash flow while simultaneously pursuing new development opportunities.
We currently own and operate Integrated Resorts in Macao and Singapore. We believe our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating growth and cash flow while simultaneously pursuing new development opportunities. We focus on the mass market, which comprises our most profitable gaming segment.
The total net transfers to (from) the Company with SCL were $(978) million, $42 million and $739 million and with Marina Bay Sands were $74 million, $37 million and $21 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The total net transfers to (from) the Company with SCL were $100 million, $(978) million and $42 million and with Marina Bay Sands were $937 million, $74 million and $37 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Through our 69.9% ownership of Sands China Ltd. ("SCL"), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region ("Macao") of the People's Republic of China ("PRC" or "China").
Through our 69.9% ownership of Sands China Ltd. (“SCL”), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region (“Macao”) of the People's Republic of China (“PRC” or “China”).
The Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately 480 table games and 860 slot machines and ETGs, approximately 369,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately 610,000 square feet of retail space with 128 stores and home to 49 restaurants and food outlets featuring an international assortment of cuisines.
The Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately 510 table games and 1,210 slot machines and ETGs, approximately 369,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately 612,000 square feet of retail space with 143 stores and home to 50 restaurants and food outlets featuring an international assortment of cuisines.
The Second Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on December 31, 2022). The amount of the total project cost will be finalized as we complete design and development and begin construction .
The Second Development Agreement provides for a total minimum project cost of approximately SGD 4.5 billion (approximately $3.4 billion at exchange rates in effect on December 31, 2023). The estimated cost and timing of the total project will be updated as we complete design and begin construction.
The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately 270,000 square feet of gaming space and gaming support area with approximately 6 Table of Contents 270 table games and 800 slot machines and ETGs.
The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately 272,000 square feet of gaming space and gaming support area with approximately 280 table games and 780 slot machines and ETGs.
Tourism receipts were estimated to be SGD 1.89 billion (approximately $1.41 billion at exchange rates in effect on December 31, 2022) in 2021 (the latest information publicly available at the time of filing). The Gambling Regulatory Authority (the "GRA"), the gaming regulator in Singapore, does not disclose gaming revenue for the market and thus no official figure exists.
Tourism receipts were estimated to be SGD 14.18 billion (approximately $10.74 billion at exchange rates in effect on December 31, 2023) in 2022 (the latest information publicly available at the time of filing). The Gambling Regulatory Authority (the “GRA”), the gaming regulator in Singapore, does not disclose gaming revenue for the market and thus no official figure exists.
These tables do not reflect subsequent activity in 2023.
These tables do not reflect subsequent activity in 2024.
The Second Development Agreement also contains, among other things, restrictions limiting the use of the Land to the development and operation of the MBS Expansion Project and requirements that MBS obtain the prior approval of the STB in order to subdivide the Land or any building thereon, which approval, if given, will be subject to such terms and conditions as may be determined by the STB. 18 Table of Contents The Second Development Agreement makes provision for certain benefits and entitlements conferred on MBS on specified terms and conditions.
The Second Development Agreement also contains, among other things, restrictions limiting the use of the Land to the development and operation of the MBS Expansion Project and requirements that MBS obtain the prior approval of the STB in order to subdivide the Land or any building thereon, which approval, if given, will be subject to such terms and conditions as may be determined by the STB.
The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately 630 table games and 1,180 slot machines and electronic table games ("ETGs").
The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately 690 table games and 1,260 slot machines and electronic table games (“ETGs”).
These attractions and amenities enhance the appeal of our Integrated Resorts, contributing to visitation, length of stay and customer spending at our resorts. The broad appeal 4 Table of Contents of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market.
These attractions and amenities enhance the appeal of our Integrated Resorts, contributing to visitation, length of stay and customer spending at our resorts. The broad appeal of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market. Substantial and diversified cash flow from existing operations.
The Grand Suites at Four Seasons opened in October 2020 and features 289 luxury suites. The Sands Macao, the first U.S. operated Las Vegas-style casino in Macao, is situated near the Macao-Hong Kong Ferry Terminal on a waterfront parcel centrally located between Macao's Gongbei border gate with China and Macao's central business district.
The Sands Macao, the first U.S. operated Las Vegas-style casino in Macao, is situated near the Macao-Hong Kong Ferry Terminal on a waterfront parcel centrally located between Macao's Gongbei border gate with China and Macao's central business district.
ITEM 1. — BUSINESS Our Company Las Vegas Sands Corp. ("LVSC," or together with its subsidiaries "we" or the "Company") is a Fortune 500 company and the leading global developer and operator of destination properties ("Integrated Resorts") that feature premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition facilities, celebrity chef restaurants and other amenities.
ITEM 1. — BUSINESS Our Company Las Vegas Sands Corp. (“LVSC,” or together with its subsidiaries “we” or the “Company”) is the leading global developer and operator of destination properties (“Integrated Resorts”) that feature premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition facilities, celebrity chef restaurants and other amenities.
We will be required to increase our investment in non-gaming projects by up to 20% in the following year if Macao’s annual market gross gaming revenue achieves or exceeds 180 billion patacas (approximately $22.42 billion at exchange rates in effect on December 31, 2022).
The Concession requires us to increase our investment in non-gaming projects by up to 20% in the following year if Macao’s annual market gross gaming revenue achieves or exceeds 180 billion patacas (approximately $22.36 billion at exchange rates in effect on December 31, 2023).
("MBS") entered into an additional development agreement (the “Second Development Agreement”) with the Singapore Tourism Board (the "STB") pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).
(“MBS”) and the Singapore Tourism Board (the “STB”) entered into the Second Development Agreement pursuant to which MBS has agreed to construct a development, which will include a hotel tower with luxury rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors. 17 Table of Contents The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide the hotel and retail components of the project, prohibitions on any such subdivision during the Exclusivity Period and limitations on MBS' ability to assign the lease or sub-lease any portion of the land during the Exclusivity Period.
The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide the hotel and retail components of the project, prohibitions on any such subdivision during the Exclusivity Period and limitations on MBS' ability to assign the lease or sub-lease any portion of the land during the Exclusivity Period.
Our properties also cater to high-end players by providing them with luxury amenities and premium service levels. These amenities include luxury accommodations, restaurants, lounges, invitation-only clubs and private gaming salons. In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive facilities and represents an important part of our VIP gaming marketing strategy.
These amenities include luxury accommodations, restaurants, lounges, invitation-only clubs and private gaming salons. In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive facilities and represents an important part of our VIP gaming marketing strategy.
The Parisian Macao, our themed property with an iconic replica of the Eiffel Tower and other attractions, along with The Londoner Macao, with its phased opening throughout 2022, has established an interconnected critical mass of European-themed Integrated Resorts that attract multiple segments of leisure and business tourism and drive broad brand awareness both regionally and globally.
The Londoner Macao, our largest themed property on the Cotai Strip, with replicas of the Houses of Parliament and the Elizabeth Tower, along with the Parisian Macao, our themed property with an iconic replica of the Eiffel Tower and other attractions, has established an interconnected critical mass of Europe an-themed Integrated Resorts that attract multiple segments of leisure and business tourism and drive broad brand awareness both regionally and globally.
Based on figures released by the STB, Singapore welcomed approximately 6.3 million international visitors in the twelve months ended December 31, 2022, a 1,810.5% increase and a 67.0% decrease compared to the same period in 2021 and 2019, respectively.
Based on figures released by the STB, Singapore welcomed approximately 13.6 million international visitors in the twelve months ended December 31, 2023, a 115.8% increase and a 28.8% decrease compared to the same period in 2022 and 2019, respectively.
Through a combination of its diversity of amenities, scale of facilities and its distinctive design, The Venetian Macao has remained the foremost example of a themed Integrated Resort in Macao.
Established brands with broad regional and international market awareness and appeal. Through a combination of its diversity of amenities, scale of facilities and its distinctive design, The Venetian Macao has remained the foremost example of a themed Integrated Resort in Macao.
There can be no assurance that dividends will be paid in any particular amount, if at all, for any given period. In addition, our ability to pay dividends is reliant to some extent on the dividends received by SCL. In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 Pandemic.
There can be no assurance that dividends will be paid in any particular amount, if at all, for any given period. In addition, our ability to pay dividends is reliant to some extent on the dividends received by SCL.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGeneral Risk Factors • 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. 23 Table of Contents • We are subject to changes in tax laws and regulations. • 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. • Because we own real property, we are subject to extensive environmental regulation. • We are subject to risks from litigation, investigations, enforcement actions and other disputes. • We could be negatively impacted by environmental, social and governance and sustainability matters.
Biggest changeGeneral Risk Factors • 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. • Because we own real property, we are subject to extensive environmental regulation. • We are subject to risks from litigation, investigations, enforcement actions and other disputes. • We could be negatively impacted by environmental, social and governance and sustainability matters. 24 Table of Contents Risks Related to Our Business Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy.
If, in the future, there were to be any significant governmental intervention or influence in the future on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
If, in the future, there were to be any significant governmental influence in the future on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
We endeavor to establish, protect and enforce our intellectual property ("IP"), including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. There can be no assurance, however, the steps we take to protect our IP will be sufficient. If a third party successfully challenges our trademarks, we could have difficulty maintaining exclusive rights.
We endeavor to establish, protect and enforce our intellectual property (“IP”), including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. There can be no assurance, however, the steps we take to protect our IP will be sufficient. If a third party successfully challenges our trademarks, we could have difficulty maintaining exclusive rights.
Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits (the "Shareholder Dividend Tax Agreement").
Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits (the “ Shareholder Dividend Tax Agreement ” ).
There has been an increase in criminal cybersecurity attacks against companies where customer and company information has been compromised and company data has been destroyed. Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches.
There has been an increase in criminal cybersecurity attacks against companies, including companies in our industry, where customer and company information has been compromised and company data has been destroyed. Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches.
We have experienced a sophisticated criminal cybersecurity attack in the past and may experience with more frequency global cybersecurity and information security threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us.
We have experienced a sophisticated criminal cybersecurity attack in the past and in the future may experience with more frequency global cybersecurity and information security threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us.
The Review Measures do not provide for a definition of “online platform operator” and, therefore, we cannot assure you that our Macao Operations will not be deemed as an “online platform operator.” However, as of the date of this report, our subsidiaries incorporated in mainland China do not have over one million users’ personal information and do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future, and on that basis we believe we are not required to apply for cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not.
The Review Measures do not provide for a definition of “online platform operator” and, therefore, we cannot assure you that our Macao Operations will not be deemed as an “online platform operator.” However, as of the date of this report, our subsidiaries incorporated in mainland China do not have over one million users’ personal information and do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future, and on that basis we believe we are not required to apply for 34 Table of Contents cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not.
Our current debt service obligations contain, or any future debt service obligations and instruments may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to: • incur additional debt, including providing guarantees or credit support; • incur liens securing indebtedness or other obligations; • dispose of certain assets; • make certain acquisitions; • pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; • enter into sale and leaseback transactions; • engage in any new businesses; • issue preferred stock; and • enter into transactions with our stockholders and our affiliates.
Our current debt service obligations contain, or any future debt service obligations and instruments may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to: • incur additional debt, including providing guarantees or credit support; • incur liens securing indebtedness or other obligations; • dispose of certain assets; • make certain acquisitions; • pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; 26 Table of Contents • enter into sale and leaseback transactions; • engage in any new businesses; • issue preferred stock; and • enter into transactions with our stockholders and our affiliates.
Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; fear of exposure to a widespread health epidemic, such as the COVID-19 Pandemic; any weaknesses in the job or housing market; credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fear of war, political instability, civil unrest or future acts of terrorism.
Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; fear of exposure to a widespread health epidemic; any weaknesses in the job or housing market; credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fear of war, political instability, civil unrest or future acts of terrorism.
Risks Related to Our Business • COVID-19 has materially adversely affected the number of visitors to our facilities and has disrupted our operations. • 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 customers and we may not be able to collect gaming receivables from our credit players. • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings. 22 Table of Contents • 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.
Risks Related to Our Business • 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 customers and we may not be able to collect gaming receivables from our credit players. • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers 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.
Our data security measures are reviewed regularly and we rely on proprietary and commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of customer and employee information. We also rely extensively on computer systems to process transactions, maintain information, and manage our businesses.
Our data security measures are reviewed periodically and we rely on proprietary and commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of customer and employee information. We also rely extensively on computer systems to process transactions, maintain information, and manage our businesses.
A significant portion of our business operations are based in Macao and held by various Macao-incorporated indirect subsidiaries of SCL, our majority-owned subsidiary incorporated in Cayman Islands and listed in Hong Kong (collectively referred to as the "Macao Operations").
A significant portion of our business operations are based in Macao and held by various Macao-incorporated indirect subsidiaries of SCL, our majority-owned subsidiary incorporated in Cayman Islands and listed in Hong Kong (collectively referred to as the “Macao Operations”).
Fluctuations in the U.S. dollar/SGD exchange rate, the U.S. dollar/Macao pataca exchange rate and/or the U.S. dollar/Hong Kong Dollar ("HKD") exchange rate could have a material adverse effect on the amount of dividends and distributions from our Singapore and Macao operations.
Fluctuations in the U.S. dollar/SGD exchange rate, the U.S. dollar/Macao pataca exchange rate and/or the U.S. dollar/Hong Kong Dollar (“HKD”) exchange rate could have a material adverse effect on the amount of dividends and distributions from our Singapore and Macao operations.
For example, we are obligated to commence certain construction projects in Singapore under the Second Development Agreement by April 2023, which we do not expect to be able to timely commence.
For example, we are obligated to commence certain construction projects in Singapore under the Second Development Agreement by April 2024, which we do not expect to be able to timely commence.
If SCL does not receive or maintain such permissions or approvals in relation to such back office support functions, we do not expect there will be any material adverse impact on the business, financial condition and results of our Macao 34 Table of Contents Operations.
If SCL does not receive or maintain such permissions or approvals in relation to such back office support functions, we do not expect there will be any material adverse impact on the business, financial condition and results of our Macao Operations.
Our inability to adequately obtain, maintain or defend our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations. 37 Table of Contents The licensing of our trademarks to third parties could result in reputational harm for us.
Our inability to adequately obtain, maintain or defend our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations. The licensing of our trademarks to third parties could result in reputational harm for us.
Upon termination of our Concession, the casinos and gaming-related equipment, for which use was temporarily transferred by the Macao government to VML, would automatically be transferred back to the Macao government without compensation to us and we would cease to generate any revenues from these operations.
Upon termination of our Concession, the casinos and gaming-related equipment, for which use has been temporarily transferred by the Macao government to VML, would automatically be transferred back to the Macao government without compensation to us and we would cease to generate any revenues from these operations.
VML, however, remains ultimately liable for all employer obligations relating to these employees, including for payment of wages and taxes and compliance with labor and workers' compensation laws.
VML, however, remains ultimately liable for all employer obligations relating to these workers, including for payment of wages and taxes and compliance with labor and workers' compensation laws.
While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a "marker," certain jurisdictions around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, enforcement of gaming debts is against public policy.
While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a “marker,” certain jurisdictions around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, enforcement of gaming debts is against public policy.
Under the HFCA Act, the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years.
Under the HFCA Act, the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is 35 Table of Contents unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for two consecutive years.
We hold one of only six gaming concessions authorized by the Macao government to operate casinos in Macao through December 31, 2032. We hold one of two licenses granted by the Singapore government to operate a casino in Singapore during an exclusive period expiring on December 31, 2030.
We hold one of only six gaming concessions authorized by the Macao government to operate casino games of chance in Macao through December 31, 2032. We hold one of two licenses granted by the Singapore government to operate a casino in Singapore during an exclusive period expiring on December 31, 2030.
See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements." Summary of Risk Factors The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
See “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.” Summary of Risk Factors The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, rising sea levels and shortages of water.
We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, extreme or prolonged heat, rising sea levels and shortages of water.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations and cash flows. Certain statements in "Risk Factors" are forward-looking statements.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations and cash flows. Certain statements in “Risk Factors” are forward-looking statements.
See “Item 1 — Business — Regulation and Licensing” for further description of regulations that govern our operations. We are subject to anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (the "FCPA"), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.
See “Item 1 — Business — Regulation and Licensing” for further description of regulations that govern our operations. 25 Table of Contents We are subject to anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.
Risks Associated with Our International Operations • There are significant risks associated with our current and planned construction projects. • Our Macao Concession and Singapore license can be terminated under certain circumstances without compensation to us. • The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao 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 available on terms favorable to us or at all. • We are subject to 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. • VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.
Risks Associated with Our International Operations • 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 Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted. 23 Table of Contents • 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 available on terms favorable to us or at all. • We are subject to 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. • VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.
A failure to complete our projects on budget or on schedule may have a material adverse effect on our financial condition, results of operations and cash flows. Our Macao Concession and Singapore license can be terminated under certain circumstances without compensation to us.
A failure to complete our projects on budget or on schedule may have a material adverse effect on our financial condition, results of operations and cash flows. Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us.
Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders. Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion.
Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders, governmental agencies, customers or other third parties. Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion.
Macao and Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues. The Macao government approved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas.
Macao and Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues. 31 Table of Contents The Macao government approved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas.
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations in Singapore and Macao, as well as regulations set forth by the gaming authorities in the areas in which we operate.
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations in certain jurisdictions where we operate, including Singapore and Macao, as well as regulations set forth by the gaming authorities in the areas in which we operate.
We may incur significant costs in our efforts to comply with the various applicable privacy and 38 Table of Contents cybersecurity laws and regulations as they emerge and change. Compliance with applicable privacy laws and regulations also may adversely impact our ability to market our products, properties, and services to our guests and patrons.
We may incur significant costs in our efforts to comply with the various applicable privacy and cybersecurity laws and regulations as they emerge and change. Compliance with applicable privacy laws and regulations also may adversely impact our ability to market our products, properties, and services to our guests and patrons.
Our securities may be prohibited from being traded in the U.S. securities market and our investors may be deprived of the benefits of such inspections or investigations if the PCAOB were not able to conduct full inspections or investigations of our auditor. The Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted on December 18, 2020.
Our securities may be prohibited from being traded in the U.S. securities market and our investors may be deprived of the benefits of such inspections or investigations if the PCAOB were not able to conduct full inspections or investigations of our auditor. The Holding Foreign Companies Accountable Act was enacted in December 2020 (as further amended, the “HFCA Act”).
We record transactions in the functional currencies of our reporting entities. Because our consolidated financial statements are presented in U.S. dollars, we translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period, which subjects us to foreign currency translation risks.
Because our consolidated financial statements are presented in U.S. dollars, we translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period, which subjects us to foreign currency translation risks.
Slowdown in economic growth or changes of China's current restrictions on travel and currency movements have disrupted, and could further disrupt, the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to spend while at our properties.
Slowdown in economic growth or changes of China's current restrictions on travel and currency movements have disrupted, and if such slowdown is continued and prolonged could further disrupt, the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to spend while at our properties.
Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, (for example, the COVID-19 Pandemic), earthquakes, hurricanes, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable or too expensive to justify obtaining insurance.
Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, earthquakes, hurricanes, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable or too expensive to justify obtaining insurance.
If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations, which could 33 Table of Contents potentially result in a material change to our operations.
If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations, which could potentially result in a material change to our operations.
Risks Related to Stock Ownership and Stockholder Matters The interests of our principal stockholders in our business may be different from yours. Dr. Adelson, her family members and trusts and other entities established for the benefit of Dr. Adelson‘s family members (collectively our "Principal Stockholders") beneficially owned approximately 57% of our outstanding common stock as of December 31, 2022.
Risks Related to Stock Ownership and Stockholder Matters The interests of our principal stockholders in our business may be different from yours. Dr. Adelson, her family members and trusts and other entities established for the benefit of Dr. Adelson‘s family members (collectively our “Principal Stockholders”) beneficially owned approximately 51% of our outstanding common stock as of December 31, 2023.
The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of our Principal Stockholders. The interests of our Principal Stockholders may differ from your interests.
The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of our Principal Stockholders.
Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than players who tend to wager lesser amounts. During the year ended December 31, 2022, approximately 9.8% and 15.8% of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.
Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than players who tend to wager lesser amounts. During the year ended December 31, 2023, approximately 10.6% and 11.9% of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.
We cannot assure you VML's contractors will fulfill their obligations to employees hired under the labor quotas or to VML under the indemnification agreements, or the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to employees managed by contractors under VML's quotas.
We cannot assure you VML's contractors will fulfill their obligations to workers hired under the labor quotas or to VML under the indemnification agreements, or the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to foreign workers seconded to contractors under VML's quotas.
These measures have, and any future policy developments implemented 30 Table of Contents may have, the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao. The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face.
These polices and measures, if implemented, may have the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao. The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face.
So-called "Acts of God," such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious or contagious diseases, political instability, civil unrest, terrorist activity or war may result, and in the case of the COVID-19 Pandemic, have resulted, in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect, and the COVID-19 Pandemic has adversely affected, the number of visitors to our properties.
So-called “Acts of God,” such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious or contagious diseases, political instability, civil unrest, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties.
Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.
We are subject to risks from litigation, investigations, enforcement actions and other disputes. Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.
The integrity and protection of that information are important to us. Our collection of such information is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing and changing frequently, and vary significantly by jurisdiction.
We also maintain internal information about our employees and information relating to our operations. The integrity and protection of that information are important to us. Our collection of such information is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing and changing frequently, and vary significantly by jurisdiction.
In addition, we may incur increased cybersecurity and privacy protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. There can be no assurance the financial resources available to us relating to cybersecurity and privacy risks will be sufficient in the event of a major cybersecurity or privacy event.
In addition, we may incur increased cybersecurity and privacy protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. We may not have sufficient financial resources available to us relating to cybersecurity in the event of a major cybersecurity event.
As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL.
We currently own 69.9% of the issued and outstanding ordinary shares of SCL. As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL.
Any of these events could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation, fines and other liability, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Because we own real property, we are subject to extensive environmental regulation.
Any of these events could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation, fines and other liability, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We have a principal amount of $2.03 billion, $1.90 billion, $3.34 billion, $3.51 billion and $700 million in long-term debt maturing during the years ending December 31, 2023, 2024, 2025, 2026 and 2027, respectively.
We have a principal amount of $1.90 billion, $3.37 billion, $3.54 billion, $700 million and $1.90 billion in long-term debt maturing during the years ending December 31, 2024, 2025, 2026, 2027 and 2028, respectively.
If changes in tax laws and regulations were to significantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liability, and therefore, could have a material adverse effect on our financial condition, results of operations and cash flows.
If changes in tax laws and regulations were to significantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liability, and therefore, could have a material adverse effect on our financial condition, results of operations and cash flows. Because we own real property, we are subject to extensive environmental regulation.
Our development projects and any other construction projects we undertake will entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain.
Risks Associated with Our International Operations There are significant risks associated with our current and planned construction projects. Our development projects and any other construction projects we undertake will entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain.
We are required to comply with certain reporting requirements concerning our current and proposed gaming activities and associations, including in Macao, Singapore and other jurisdictions.
Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate. We are required to comply with certain reporting requirements concerning our current and proposed gaming activities and associations, including in Macao, Singapore and other jurisdictions.
While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition, results of operations and cash flows.
While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition, results of operations and cash flows. 40 Table of Contents We could be negatively impacted by environmental, social and governance and sustainability matters.
A significant theft, destruction, loss or fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreements and/or people whose data is or may be impacted.
Disruptions in the availability of our computer systems, or those of third parties we engage to provide gaming operating systems for the facilities we operate, through cybersecurity attacks or otherwise, could impact our ability to service our customers and adversely affect our sales and the results of operations. 38 Table of Contents A significant theft, destruction, loss or fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreements or people whose data is or may be impacted.
Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. Increasingly, a significant number of gaming customers come to our casinos from mainland China.
The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted. Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. Increasingly, a significant number of gaming customers come to our casinos from mainland China.
Infectious diseases may severely disrupt, and in the case of the COVID-19 Pandemic, have severely disrupted, domestic and international travel, which would result in a decrease in customer visits to Macao and Singapore, including our properties.
Infectious diseases may severely disrupt domestic and international travel, which would result in a decrease in customer visits to Macao and Singapore, including our properties.
Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong Kong, such as those implemented in connection with the COVID-19 Pandemic.
Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong Kong.
Our business requires the collection and retention of large volumes of data and non-electronic information, including credit card numbers and other information in various information systems we maintain and in those maintained by third parties with whom we contract and may share data. We also maintain internal information about our employees and information relating to our operations.
Our business requires the collection and retention of large volumes of data and non-electronic information, including credit card numbers, dates of birth and other personal sensitive or financial information in various information systems we maintain and in those maintained by third parties with whom we contract and may share data.
The criteria by which our ESG practices are assessed may change due to the evolution of the sustainability landscape, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
Our ability to achieve these goals is subject to numerous risks that may be outside of our control, and the criteria by which our ESG practices are assessed may change due to the evolution of the sustainability landscape, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
If restrictions are placed on the ability of our subsidiaries in Singapore, Macao, Hong Kong and mainland China to make distributions or declare dividends or limitations of the pataca exchange markets and restrictions on the export of the renminbi are realized, it could potentially adversely affect our results of operations, financial position and cash flows.
If restrictions are placed on the ability of our subsidiaries in Singapore, Macao, Hong Kong and mainland China to make distributions or declare dividends or limitations of the pataca exchange markets and restrictions on the export of the renminbi are realized, it could potentially adversely affect our results of operations, financial position and cash flows. 32 Table of Contents VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.
Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows. 25 Table of Contents Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate.
Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations.
There can be no assurance that our business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations. 29 Table of Contents Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows.
For example, due to the impact of the COVID-19 Pandemic, we suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.
For example, due to the impact of the COVID-19 pandemic, we suspended our quarterly dividend program between April 2020 and July 2023, resuming dividend payments in August 2023, and SCL suspended its dividend payments beginning in February 2020.
Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations.
Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations. After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations.
As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.
As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property. 39 Table of Contents Certain of our debt instruments and other material agreements require us to maintain a certain minimum level of insurance.
After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations. 32 Table of Contents Risks Related to Doing Business in China 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.
Risks Related to Doing Business in China 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.
We continued to benefit from this tax exemption through December 31, 2022.
We will continue to benefit from this tax exemption through December 31, 2027.
VML requires each contractor to whom it has assigned the management of part of its labor quota to indemnify VML for any costs or liabilities VML incurs as a result of such contractor's failure to fulfill employer obligations.
VML requires each contractor to whom it has seconded these foreign workers to indemnify VML for any costs or liabilities VML incurs as a result of such contractor's failure to fulfill their obligations.
Although we were recently granted in December 2022 a new 10-year Concession to operate casino games of chance in Macao, the Macao government has the right to unilaterally terminate our Concession in the event of VML's serious non-compliance with its basic obligations under the Concession and applicable Macao laws.
The Macao government has the right to unilaterally terminate our Concession in the event of VML's serious non-compliance with its basic obligations under the Concession and applicable Macao laws.
There is no certainty either of the se tax arrangements will be granted. 31 Table of Contents We are subject to 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.
We are in discussions for a new shareholder dividend tax agreement; however, there is no certainty this tax arrangement will be granted. We are subject to 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.
In particular, government agencies may make changes that could reduce the profits we can effectively realize from our non-U.S. operations. Like most U.S. companies, our effective income tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates.
Like most U.S. companies, our effective income tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates.
Conflicts of interest may arise because certain of our directors and officers are also directors of SCL. In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the "SCL Offering"). We currently own 69.9% of the issued and outstanding ordinary shares of SCL.
The interests of our Principal Stockholders may differ from your interests. 36 Table of Contents Conflicts of interest may arise because certain of our directors and officers are also directors of SCL. In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the “SCL Offering”).
If the development agreements are terminated, we could lose our right to operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost. The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.
If the development agreements are terminated, we could lose our right to operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost.
If this loan were to become impaired and could not be collected, our financial position, results of operations and cash flows could be materially adversely affected for the amount of uncollected, or deemed uncollectible, principal and interest. 29 Table of Contents Risks Associated with Our International Operations There are significant risks associated with our current and planned construction projects.
While payments on the loan have been made, if this loan were to become impaired and could not be collected, our financial position, results of operations and cash flows could be materially adversely affected for the amount of uncollected, or deemed uncollectible, principal and interest.
We could be negatively impacted by environmental, social and governance and sustainability matters. Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate environmental, social and governance ("ESG") practices and disclosures, and expectations in this area are rapidly evolving and growing.
Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate environmental, social and governance (“ESG”) practices and disclosures, and expectations in this area are rapidly evolving and growing, and new ESG laws and regulations are expanding mandatory disclosure, reporting and diligence requirements.
Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants.
Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants. 27 Table of Contents We are subject to fluctuations in foreign currency exchange rates. We record transactions in the functional currencies of our reporting entities.
These factors could reduce consumer and corporate demand for the luxury amenities and leisure and business activities we offer, thus imposing additional limits on pricing and harming our operations. 24 Table of Contents 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.
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.
VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas. The Macao government has granted VML a quota to permit it to hire foreign workers. VML has effectively assigned the management of this quota to its contractors for the construction of our Cotai Strip projects.
The Macao government has granted VML quotas to permit it to hire foreign workers. VML has effectively seconded part of the foreign workers employed under these quotas to its contractors for the construction of our Cotai Strip projects.
In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries.
The Macao government requires we only hire Macao residents in our casinos for certain employee roles, including roles such as dealers. In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries.
The implications of any additional regulation or guidance in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market price of our securities to be materially and adversely affected. 35 Table of Contents Our auditor, Deloitte & Touche LLP, is headquartered in the United States and was not identified as a firm that the PCAOB is unable to inspect, pursuant to the HFCA Act.
The SEC also may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications of any additional regulation or guidance in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market price of our securities to be materially and adversely affected.
The loss of their services or the services of our other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business. 36 Table of Contents 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.
The loss of their services or the services of our other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEffective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, were temporarily transferred to us 40 Table of Contents for the duration of the Concession in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2022).
Biggest changeEffective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to us for the duration of the Concession in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2023).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+3 added−1 removed9 unchanged
Biggest changePurchases of Equity Securities by the Issuer In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020.
Biggest change(2) In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which was to expire in November 2018. In June 2018, our Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion of our outstanding common stock, and extending the expiration date to November 2020.
All share repurchases of our common stock have been recorded as treasury shares. 42 Table of Contents Performance Graph The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, 2022.
All share repurchases of our common stock have been recorded as treasury shares. 45 Table of Contents Performance Graph The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, 2023.
See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions" and "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt." Common Stock Dividends In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 Pandemic.
See “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt.” Common Stock Dividends In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 pandemic and in August 2023, the dividend program was reinstated.
ITEM 5. — MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's common stock trades on the NYSE under the symbol "LVS." As of February 1, 2023, there were 764,273,371 shares of our common stock outstanding that were held by 300 stockholders of record.
ITEM 5. — MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's common stock trades on the NYSE under the symbol “LVS.” As of January 31, 2024, there were 753,621,428 shares of our common stock outstanding that were held by 290 stockholders of record.
The stock price performance in this graph is not necessarily indicative of future stock price performance. 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Las Vegas Sands Corp. $ 100.00 $ 78.44 $ 109.37 $ 96.24 $ 60.78 $ 77.62 S&P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.89 Dow Jones US Gambling Index $ 100.00 $ 69.38 $ 102.38 $ 91.80 $ 80.03 $ 59.67 The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.
The stock price performance in this graph is not necessarily indicative of future stock price performance. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Las Vegas Sands Corp. $ 100.00 $ 139.44 $ 122.70 $ 77.49 $ 98.96 $ 102.07 S&P 500 $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 Dow Jones US Gambling Index $ 100.00 $ 147.56 $ 132.30 $ 115.34 $ 86.00 $ 112.08 The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.
During the year ended December 31, 2022, no shares of our common stock were repurchased under this program. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.
On October 16, 2023, our Board of Directors authorized increasing the remaining share repurchase amount of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.
Removed
Recent Sales of Unregistered Securities There have not been any sales by the Company of equity securities in the last three fiscal years that have not been registered under the Securities Act of 1933.
Added
In January 2024, our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $151 million) to be paid on February 14, 2024, to stockholders of record on February 6, 2024. We expect this level of dividend to continue quarterly through the remainder of 2024.
Added
Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.
Added
Recent Sales of Unregistered Securities There have not been any sales by the Company of equity securities in the last three fiscal years that have not been registered under the Securities Act of 1933. 44 Table of Contents Purchases of Equity Securities by the Issuer The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2023: Period Total Number of Shares Purchased Weighted Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2) October 1, 2023 — October 31, 2023 3,154,380 $ 47.44 3,154,380 $ 1,850 November 1, 2023 — November 30, 2023 7,967,117 $ 44.60 7,967,117 $ 1,495 December 1, 2023 — December 31, 2023 — $ — — $ 1,495 ____________________ (1) Calculated excluding commissions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

111 edited+44 added−93 removed55 unchanged
Biggest changeThe following table summarizes the results of our casino activity: Year Ended December 31, 2022 2021 Change (Dollars in millions) Macao Operations: The Venetian Macao Total casino revenues $ 438 $ 944 (53.6) % Non-Rolling Chip drop $ 1,751 $ 3,234 (45.9) % Non-Rolling Chip win percentage 25.7 % 27.4 % (1.7) pts Rolling Chip volume $ 1,295 $ 4,412 (70.6) % Rolling Chip win percentage 3.77 % 3.99 % (0.22) pts Slot handle $ 1,132 $ 1,841 (38.5) % Slot hold percentage 3.9 % 3.9 % — pts 48 Table of Contents Year Ended December 31, 2022 2021 Change (Dollars in millions) The Londoner Macao Total casino revenues $ 194 $ 396 (51.0) % Non-Rolling Chip drop $ 896 $ 1,755 (48.9) % Non-Rolling Chip win percentage 21.7 % 21.6 % 0.1 pts Rolling Chip volume $ 936 $ 3,674 (74.5) % Rolling Chip win percentage 5.03 % 3.23 % 1.80 pts Slot handle $ 671 $ 962 (30.2) % Slot hold percentage 3.4 % 3.8 % (0.4) pts The Parisian Macao Total casino revenues $ 116 $ 244 (52.5) % Non-Rolling Chip drop $ 454 $ 1,146 (60.4) % Non-Rolling Chip win percentage 24.9 % 22.3 % 2.6 pts Rolling Chip volume $ 283 $ 502 (43.6) % Rolling Chip win percentage 7.66 % 3.73 % 3.93 pts Slot handle $ 305 $ 787 (61.2) % Slot hold percentage 3.8 % 3.3 % 0.5 pts The Plaza Macao and Four Seasons Macao Total casino revenues $ 146 $ 298 (51.0) % Non-Rolling Chip drop $ 551 $ 1,140 (51.7) % Non-Rolling Chip win percentage 23.8 % 23.5 % 0.3 pts Rolling Chip volume $ 1,452 $ 2,659 (45.4) % Rolling Chip win percentage 4.48 % 4.64 % (0.16) pts Slot handle $ 21 $ 42 (50.0) % Slot hold percentage 9.4 % 5.7 % 3.7 pts Sands Macao Total casino revenues $ 53 $ 105 (49.5) % Non-Rolling Chip drop $ 237 $ 433 (45.3) % Non-Rolling Chip win percentage 17.9 % 17.1 % 0.8 pts Rolling Chip volume $ 192 $ 1,073 (82.1) % Rolling Chip win percentage 4.16 % 4.39 % (0.23) pts Slot handle $ 409 $ 606 (32.5) % Slot hold percentage 3.2 % 3.1 % 0.1 pts 49 Table of Contents Year Ended December 31, 2022 2021 Change (Dollars in millions) Singapore Operations: Marina Bay Sands Total casino revenues $ 1,680 $ 905 85.6 % Non-Rolling Chip drop $ 4,640 $ 2,679 73.2 % Non-Rolling Chip win percentage 18.6 % 15.0 % 3.6 pts Rolling Chip volume $ 21,223 $ 3,901 444.0 % Rolling Chip win percentage 2.92 % 5.79 % (2.87) pts Slot handle $ 16,547 $ 12,084 36.9 % Slot hold percentage 4.3 % 4.2 % 0.1 pts U.S.
Biggest changeThe lift of COVID-19 restrictions in Macao beginning in late December 2022 and elimination of restrictions in Singapore in February 2023 and an increase in airlift passenger movement in 2023 led to increased visitation and table games and slot volumes. 49 Table of Contents The following table summarizes the results of our casino activity: Year Ended December 31, 2023 2022 Change (Dollars in millions) Macao Operations: The Venetian Macao Total casino revenues $ 2,151 $ 438 391.1 % Non-Rolling Chip drop $ 8,711 $ 1,751 397.5 % Non-Rolling Chip win percentage 24.2 % 25.7 % (1.5) pts Rolling Chip volume $ 4,546 $ 1,295 251.0 % Rolling Chip win percentage 4.44 % 3.77 % 0.67 pts Slot handle $ 5,066 $ 1,132 347.5 % Slot hold percentage 4.3 % 3.9 % 0.4 pts The Londoner Macao Total casino revenues $ 1,283 $ 194 561.3 % Non-Rolling Chip drop $ 5,842 $ 896 552.0 % Non-Rolling Chip win percentage 21.3 % 21.7 % (0.4) pts Rolling Chip volume $ 7,336 $ 936 683.8 % Rolling Chip win percentage 2.99 % 5.03 % (2.04) pts Slot handle $ 5,290 $ 671 688.4 % Slot hold percentage 4.0 % 3.4 % 0.6 pts The Parisian Macao Total casino revenues $ 655 $ 116 464.7 % Non-Rolling Chip drop $ 2,926 $ 454 544.5 % Non-Rolling Chip win percentage 21.4 % 24.9 % (3.5) pts Rolling Chip volume $ 968 $ 283 242.0 % Rolling Chip win percentage 7.14 % 7.66 % (0.52) pts Slot handle $ 2,528 $ 305 728.9 % Slot hold percentage 3.9 % 3.8 % 0.1 pts The Plaza Macao and Four Seasons Macao Total casino revenues $ 462 $ 146 216.4 % Non-Rolling Chip drop $ 2,244 $ 551 307.3 % Non-Rolling Chip win percentage 23.6 % 23.8 % (0.2) pts Rolling Chip volume $ 6,860 $ 1,452 372.5 % Rolling Chip win percentage 2.27 % 4.48 % (2.21) pts Slot handle $ 85 $ 21 304.8 % Slot hold percentage 5.9 % 9.4 % (3.5) pts Sands Macao Total casino revenues $ 290 $ 53 447.2 % Non-Rolling Chip drop $ 1,575 $ 237 564.6 % Non-Rolling Chip win percentage 17.1 % 17.9 % (0.8) pts Rolling Chip volume $ 108 $ 192 (43.8) % Rolling Chip win percentage 6.11 % 4.16 % 1.95 pts Slot handle $ 1,851 $ 409 352.6 % Slot hold percentage 3.1 % 3.2 % (0.1) pts 50 Table of Contents Year Ended December 31, 2023 2022 Change (Dollars in millions) Singapore Operations: Marina Bay Sands Total casino revenues $ 2,681 $ 1,680 59.6 % Non-Rolling Chip drop $ 7,367 $ 4,640 58.8 % Non-Rolling Chip win percentage 18.4 % 18.6 % (0.2) pts Rolling Chip volume $ 28,477 $ 21,223 34.2 % Rolling Chip win percentage 3.78 % 2.92 % 0.86 pts Slot handle $ 24,151 $ 16,547 46.0 % Slot hold percentage 3.8 % 4.3 % (0.5) pts In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.
Cash Flows — Financing Activities Net cash flows generated from financing activities were $6.15 billion for the year ended December 31, 2022, which was primarily attributable to the net proceeds from the sale of the Las Vegas Operating Properties of $4.89 billion and $1.20 billion from the drawdown of our SCL revolving facility.
Net cash flows generated from financing activities were $6.15 billion for the year ended December 31, 2022, which was primarily attributable to net proceeds from the sale of the Las Vegas Operating Properties of $4.89 billion and $1.20 billion from the drawdown of our SCL revolving facility.
Revenue per available room ("RevPAR") represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
The volume measurement for Non-Rolling Chip play is table games drop ("drop"), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume.
The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume.
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 and Singapore governments for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis.
Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis.
(7) Under the Handover Record, we are required to make annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2022).
(7) Under the Handover Record, we are required to make annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2023).
These factors include, among others, the risks associated with: • the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects; • our ability to maintain our Concession in Macao and gaming license in Singapore; • our ability to invest in future growth opportunities; • the ability to execute our previously announced capital expenditure programs in Singapore, and produce future returns; 64 Table of Contents • 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 and ventures, including development 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 may also affect our ability to employ imported managers or labor from other countries; • our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us; • the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate; • the ability of our insurance coverage to cover all possible losses that our properties could suffer and the potential for our insurance costs to increase in the future; • our ability to collect gaming receivables from our credit players; • the collectability of our outstanding loan receivable; • our dependence on chance and theoretical win rates; • fraud and cheating; • our ability to establish and protect our intellectual property rights; • reputational risk related to the license of certain of our trademarks; • the possibility that our securities may be prohibited from being traded in the U.S. securities market under the Holding Foreign Companies Accountable Act; 65 Table of Contents • 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 could harm our reputation and adversely affect our business; • the completion of infrastructure projects in Macao; • limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi; • the outcome of any ongoing and future litigation; and • potential negative impacts from environmental, social and governance and sustainability matters.
These factors include, among others, the risks associated with: • our ability to maintain our concession in Macao and gaming license in Singapore; • our ability to invest in future growth opportunities, or attempt to expand our business in new markets and new ventures; • the ability to execute our previously announced capital expenditure programs, and produce future returns; • general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales; • 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; 64 Table of Contents • 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; 65 Table of Contents • the outcome of any ongoing and future litigation; and • potential negative impacts from environmental, social and governance and sustainability matters.
Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is "more-likely-than-not" such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a "more-likely-than-not" realization threshold.
Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold.
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 54 Table of Contents incentive compensation.
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.
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 win percentage is expected to be 3.15% to 3.45% in Macao and Singapore.
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 win percentage is expected to be 3.30% in Macao and Singapore.
(4) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.
(3) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.
Of the $2.57 billion, approximately $2.06 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
Of the $2.20 billion, approximately $1.80 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements.
These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends,” “remains,” “positions” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $561 million at exchange rates in effect on December 31, 2022), we would be required to pay the difference as the special annual gaming premium.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $560 million at exchange rates in effect on December 31, 2023), we would be required to pay the difference as the special annual gaming premium.
Loss on disposal or impairment of assets was $9 million for the year ended December 31, 2022, compared to $27 million for the year ended December 31, 2021.
Loss on disposal or impairment of assets was $27 million for the year ended December 31, 2023, compared to $9 million for the year ended December 31, 2022.
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.
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.
If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the "asset group").
If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”).
The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is "more-likely-than-not" the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area ("GLOA") divided by gross leasable area ("GLA") at the end of the reporting period.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period.
Recent Accounting Pronouncements See related disclosure at "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies — Recent Accounting Pronouncements."
Recent Accounting Pronouncements See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies — Recent Accounting Pronouncements.”
We believe the cash on hand and cash flow generated from operations, as well as the $2.48 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.74 billion at exchange rates in effect on December 31, 2022) under the 2012 Singapore Delayed Draw Term Facility, as of December 31, 2022 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations.
We believe the cash on hand and cash flow generated from operations, as well as the $4.44 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.79 billion at exchange rates in effect on December 31, 2023) under the 2012 Singapore Delayed Draw Term Facility, as of December 31, 2023 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), will be sufficient to 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.
(5) In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 30.24 billion patacas (approximately $3.77 billion at exchange rates in effect on December 31, 2022) through 2032 on both capital and operating projects, including 27.80 billion patacas (approximately $3.46 billion at exchange rates in effect on December 31, 2022) in non-gaming projects.
(5) In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 30.24 billion patacas (approximately $3.76 billion at exchange rates in effect on December 31, 2023) through 2032 on both capital and operating projects, including 27.80 billion patacas (approximately $3.45 billion at exchange rates in effect on December 31, 2023) in non-gaming projects.
The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We recorded unrecognized tax benefits of $136 million as of December 31, 2022 and 2021.
The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examination. We recorded unrecognized tax benefits of $141 million and $136 million as of December 31, 2023 and 2022.
To the extent the financial results of these operations improve and it becomes "more-likely-than-not" the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is made, as appropriate. 68 Table of Contents Significant judgment is required in evaluating our tax positions and determining our provision for income taxes.
To the extent the financial results of these operations improve and it becomes “more-likely-than-not” the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is made, as appropriate. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes.
Consolidated adjusted property EBITDA is net income/loss before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.
Consolidated adjusted property EBITDA is net income/loss from 55 Table of Contents continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.
Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation as of January 1, 2023, the annual premium payable to the Macao government is approximately $41 million for the years ending December 31, 2023 through December 31, 2027, respectively, and $203 million in aggregate thereafter through the termination of the Concession in December 2032.
Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation as of January 1, 2023, the annual premium payable to the Macao government is approximately $40 million for the years ending December 31, 2024 through December 31, 2028, respectively, and $158 million in aggregate thereafter through the termination of the Concession in December 2032.
As of December 31, 2022, we had $2.48 billion available for borrowing under our U.S., Macao and Singapore revolving facilities, net of letters of credit. Additionally, we had $2.74 billion available for borrowing under the 2012 Singapore Delayed Draw Term Facility to finance construction costs incurred in connection with the MBS Expansion Project.
As of December 31, 2023, we had $4.44 billion available for borrowing under our U.S., Macao and Singapore revolving facilities, net of letters of credit. Additionally, we had $2.79 billion available for borrowing under the 2012 Singapore Delayed Draw Term Facility to finance construction costs incurred in connection with the MBS Expansion Project.
Actual win percentage may vary from our expected win percentage and historical win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 9.8% and 15.8%, respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2022.
Actual win percentage may vary from our expected win percentage and historical win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 10.6% and 11.9% , respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2023.
We could be subject to examination for tax years beginning in 2018 in Macao and Singapore and tax years 2010 through 2015 and 2019 through 2021 in the U.S.
We could be subject to examination for tax years beginning in 2019 in Macao and Singapore and tax years 2010 through 2015 and 2020 through 2022 in the U.S.
(2) See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt" for further details on these financing transactions and "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases" for further details on finance leases.
(2) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt” for further details on these financing transactions and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases” for further details on finance leases.
Additionally, we entered into an agreement with the Macao government in April 2019, effective through June 26, 2022, providing for payments as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits, namely a payment of 38 million patacas (approximately $5 million at exchange rates in effect on December 31, 2022) for each of the years 2021 and 2020, each payment to be made on or before January 31 of the following year, and a payment of 18 million patacas (approximately $2 million at exchange rates in effect on December 31, 2022) for the period between January 1, 2022 through June 26, 2022, to be paid on or before July 26, 2022.
We entered into an agreement with the Macao government in April 2019, effective through June 26, 2022, providing for payments as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits, namely a payment of 38 million patacas (approximately $5 million at exchange rates in effect on December 31, 2023) for 2021 and a payment of 18 million patacas (approximately $2 million at exchange rates in effect on December 31, 2023) for the period between January 1, 2022 through June 26, 2022.
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. See "Special Note Regarding Forward-Looking Statements." Overview We view each of our Integrated Resorts as an operating segment.
Certain statements in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Overview We view each of our Integrated Resorts as an operating segment.
We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $6.31 billion and access to $1.50 billion, $541 million and $439 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of December 31, 2022.
Summary We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.11 billion and access to $1.50 billion, $2.49 billion and $446 million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of December 31, 2023.
In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.
In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. In July 2023, we announced the resumption of our return of capital program.
Development expenses were $143 million for the year ended December 31, 2022, compared to $109 million for the year ended December 31, 2021. During the year ended December 31, 2022, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in Florida and Texas, and our digital gaming related efforts. Development costs are expensed as incurred.
Development expenses were $205 million for the year ended December 31, 2023, compared to $143 million for the year ended December 31, 2022. During the year ended December 31, 2023, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $93 million in New York and Texas, and $109 million for our digital gaming related efforts.
(8) We are party to certain operating leases for real estate, which primarily include $319 million related to long-term land leases in Macao with an anticipated lease term of 50 years and $16 million related to a long-term land lease in Las Vegas with a 40-year lease term.
(8) We are party to certain operating leases for real estate, which primarily include $290 million related to long-term land leases in Macao with an anticipated lease term of 50 years, $148 million related to a long-term land lease in New York with a 26-year lease term, $16 million related to a long-term land lease in Las Vegas with a 40-year lease term, and $20 million related to office space in Singapore with a 5-year lease term.
Additional Information Regarding our Retail Mall Operations The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 2022 and 2021: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the year ended December 31, 2022 Mall revenues: Minimum rents (1) $ 168 $ 119 $ 30 $ 22 $ 145 Overage rents 6 8 11 2 51 Rent concessions (2) (47) (10) (6) (7) — Total overage rents and rent concessions (41) (2) 5 (5) 51 CAM, levies and direct recoveries 27 10 12 8 30 Total mall revenues 154 127 47 25 226 Mall operating expenses: Common area maintenance 11 5 7 4 20 Marketing and other direct operating expenses 7 6 4 3 5 Mall operating expenses 18 11 11 7 25 Property taxes (3) 1 — — — 4 Mall-related expenses (4) $ 19 $ 11 $ 11 $ 7 $ 29 For the year ended December 31, 2021 Mall revenues: Minimum rents (1) $ 181 $ 121 $ 29 $ 29 $ 144 Overage rents 15 54 15 6 25 Rent concessions (2) (31) (1) (3) (6) (24) Other (5) — — — — 6 Total overage rents and rent concessions (16) 53 12 — 7 CAM, levies and direct recoveries 29 10 14 10 25 Total mall revenues 194 184 55 39 176 Mall operating expenses: Common area maintenance 12 5 7 4 16 Marketing and other direct operating expenses 6 4 3 2 6 Mall operating expenses 18 9 10 6 22 Property taxes (3) 1 — — — 2 Provision for (recovery of) credit losses (1) — — 3 — Mall-related expenses (4) $ 18 $ 9 $ 10 $ 9 $ 24 ____________________ Note: This table excludes the results of our mall operations at Sands Macao.
Additional Information Regarding our Retail Mall Operations The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 2023 and 2022: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the year ended December 31, 2023 Mall revenues: Minimum rents (1) $ 168 $ 123 $ 34 $ 18 $ 159 Overage rents 27 54 17 6 62 CAM, levies and direct recoveries 32 10 15 8 33 Total mall revenues 227 187 66 32 254 Mall operating expenses: Common area maintenance 14 5 8 4 23 Marketing and other direct operating expenses 10 11 5 3 6 Mall operating expenses 24 16 13 7 29 Property taxes (2) 1 — — — 6 Mall-related expenses (3) $ 25 $ 16 $ 13 $ 7 $ 35 For the year ended December 31, 2022 Mall revenues: Minimum rents (1) $ 168 $ 119 $ 30 $ 22 $ 145 Overage rents 6 8 11 2 51 Rent concessions (4) (47) (10) (6) (7) — CAM, levies and direct recoveries 27 10 12 8 30 Total mall revenues 154 127 47 25 226 Mall operating expenses: Common area maintenance 11 5 7 4 20 Marketing and other direct operating expenses 7 6 4 3 5 Mall operating expenses 18 11 11 7 25 Property taxes (2) 1 — — — 4 Mall-related expenses (3) $ 19 $ 11 $ 11 $ 7 $ 29 ____________________ Note: This table excludes the results of our mall operations at Sands Macao.
If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.
If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.
We held unrestricted cash and cash equivalents of $6.31 billion and restricted cash of $125 million as of December 31, 2022, of which approximately $2.57 billion of the unrestricted amount is held by non-U.S. subsidiaries.
We held unrestricted cash and cash equivalents of $5.11 billion and restricted cash of $124 million as of December 31, 2023, of which approximately $2.20 billion of the unrestricted amount is held by non-U.S. subsidiaries.
Net loss from continuing operations was $1.54 billion for the year ended December 31, 2022, compared to $1.47 billion for the year ended December 31, 2021.
Net income from continuing operations was $1.43 billion for the year ended December 31, 2023, compared to a net loss of $1.54 billion for the year ended December 31, 2022.
We are unable to reasonably 62 Table of Contents estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
We do not expect this liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $475 million and $416 million as of December 31, 2022 and 2021, respectively, and a valuation allowance on certain net deferred tax assets of our U.S. operations of $3.61 billion and $4.62 billion as of December 31, 2022 and 2021, respectively.
We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $394 million and $475 million as of December 31, 2023 and 2022, respectively, and a valuation allowance on certain U.S. foreign tax credit carryforwards of $3.49 billion and $3.61 billion as of December 31, 2023 and 2022, respectively.
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. 53 Table of Contents General and administrative expenses increased $105 million compared to the year ended December 31, 2021, primarily driven by increases at Marina Bay Sands.
We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit. General and administrative expenses increased $171 million compared to the year ended December 31, 2022.
Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.
Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. During 2023, we achieved milestones in advancing several of our strategic objectives.
The income tax expense for the year ended December 31, 2022, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate on our U.S. operations, and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao.
The income tax expense for the year ended December 31, 2023, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax rate on our U.S. operations.
The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life.
We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life.
Our income tax expense was $154 million on a loss from continuing operations before income taxes of $1.39 billion for the year ended December 31, 2022, resulting in an 11.1% effective income tax rate. This compares to a (0.3)% effective income tax rate for the year ended December 31, 2021.
Our income tax expense was $344 million on income before income taxes of $1.78 billion for the year ended December 31, 2023, resulting in a 19.4% effective income tax rate. This compares to an 11.1% effective income tax rate for the year ended December 31, 2022.
Net revenues for the year ended December 31, 2022 were $4.11 billion, compared to $4.23 billion for the year ended December 31, 2021. Operating loss was $792 million for the year ended December 31, 2022, compared to $689 million for the year ended December 31, 2021.
Net revenues for the year ended December 31, 2023 were $10.37 billion, compared to $4.11 billion for the year ended December 31, 2022. Operating income was $2.31 billion for the year ended December 31, 2023, compared to an operating loss of $792 million for the year ended December 31, 2022.
The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.
Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.
The decrease was driven by a $1.04 billion decrease at our Macao operations due to lower visitation across our properties resulting in decreased table games and slot volumes.
The increase was driven by a $3.89 billion increase at our Macao operations due to increased visitation across our properties resulting in increased table games and slot volumes, partially offset by a decrease in table games win percentages.
If an asset is still under development, future cash flows include remaining construction costs. 67 Table of Contents To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management's estimates given current conditions.
To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management's estimates given current conditions.
Year Ended December 31, 2022 2021 (In millions) Consolidated adjusted property EBITDA $ 732 $ 786 Other Operating Costs and Expenses Stock-based compensation (a) (33) (12) Corporate (235) (211) Pre-opening (13) (19) Development (143) (109) Depreciation and amortization (1,036) (1,041) Amortization of leasehold interests in land (55) (56) Loss on disposal or impairment of assets (9) (27) Operating loss (792) (689) Other Non-Operating Costs and Expenses Interest income 116 4 Interest expense, net of amounts capitalized (702) (621) Other expense (9) (31) Loss on modification or early retirement of debt — (137) Income tax (expense) benefit (154) 5 Net loss from continuing operations $ (1,541) $ (1,469) (a) During the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense of $70 million and $27 million, respectively, of which $37 million and $15 million, respectively, was included in corporate expense in the accompanying consolidated statements of operations.
Year Ended December 31, 2023 2022 (In millions) Consolidated adjusted property EBITDA $ 4,085 $ 732 Other Operating Costs and Expenses Stock-based compensation (a) (29) (33) Corporate (230) (235) Pre-opening (15) (13) Development (205) (143) Depreciation and amortization (1,208) (1,036) Amortization of leasehold interests in land (58) (55) Loss on disposal or impairment of assets (27) (9) Operating income (loss) 2,313 (792) Other Non-Operating Costs and Expenses Interest income 288 116 Interest expense, net of amounts capitalized (818) (702) Other expense (8) (9) Income tax expense (344) (154) Net income (loss) from continuing operations $ 1,431 $ (1,541) _________________________ a) During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $72 million and $70 million, respectively, of which $43 million and $37 million, respectively, was included in corporate expense in “Part II — Item 8 — Financial Statements and Supplementary Data — Consolidated Statements of Operations”.
We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined such contingencies are both probable and reasonably estimable.
We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined such contingencies are both probable and reasonably estimable. 66 Table of Contents Property and Equipment As of December 31, 2023, we had net property and equipment of $11.44 billion, representing 52.5% of our total assets.
As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the year ended December 31, 2022 and 2021.
As a result of the COVID-19 pandemic, tenants were provided rent concessions during the year ended December 31, 2022. Base rent per square foot presented above excludes the impact of these rent concessions.
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 A discussion of changes in our results of operations between 2021 and 2020 has been omitted from this Form 10-K and can be found in "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 58 Table of Contents Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Year Ended December 31, 2022 2021 (In millions) Net cash used in operating activities from continuing operations $ (944) $ (243) Cash flows from investing activities from continuing operations: Capital expenditures (651) (828) Proceeds from disposal of property and equipment 9 7 Acquisition of intangible assets and other (129) (11) Proceeds from seller loan 50 — Net cash used in investing activities from continuing operations (721) (832) Cash flows from financing activities from continuing operations: Proceeds from exercise of stock options — 19 Tax withholding on vesting of equity awards (1) — Proceeds from long-term debt 1,200 2,702 Repayments of long-term debt (66) (1,867) Payments of financing costs (11) (38) Make-whole premium on early extinguishment of debt — (131) Transaction with discontinued operations 5,032 178 Net cash generated from financing activities from continuing operations 6,154 863 Net cash generated from (used in) discontinued operations $ — $ 16 A discussion of changes in cash flows between 2021 and 2020 has been omitted from this Form 10-K and can be found in "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Year Ended December 31, 2023 2022 (In millions) Net cash generated from (used in) operating activities from continuing operations $ 3,227 $ (944) Cash flows from investing activities from continuing operations: Capital expenditures (1,017) (651) Proceeds from disposal of property and equipment 3 9 Acquisition of intangible assets and other (240) (129) Proceeds from seller loan — 50 Net cash used in investing activities from continuing operations (1,254) (721) Cash flows from financing activities from continuing operations: Proceeds from exercise of stock options 4 — Tax withholding on vesting of equity awards (2) (1) Repurchase of common stock (505) — Dividends paid (305) — Proceeds from long-term debt — 1,200 Repayments of long-term debt (2,069) (66) Payments of financing costs (32) (11) Unsettled forward contract for purchase of noncontrolling interest (250) — Other (29) — Transaction with discontinued operations — 5,032 Net cash generated from (used in) financing activities from continuing operations $ (3,188) $ 6,154 A discussion of changes in cash flows between 2022 and 2021 has been omitted from this Form 10-K and can be found in “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 59 Table of Contents Cash Flows — Operating Activities Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis.
The increase was due to a $128 million increase driven by increased business volume at food and beverage outlets and banquets at Marina Bay Sands, partially offset by a decrease of $26 million at our Macao operations. Mall revenues decreased $69 million compared to the year ended December 31, 2021.
The increase was due to a $173 million and $110 million at our Macao operations and Marina Bay Sands, respectively, driven by new outlets and increased business volume at existing food and beverage outlets and banquet operations. Mall revenues increased $187 million compared to the year ended December 31, 2022.
Base rent per square foot presented above excludes the impact of these rent concessions. 52 Table of Contents (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.
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.
Additionally, the weighted average interest rate increased primarily due to increased interest rates on the SCL revolver and the MBS credit facility in line with increases in market rates and increased interest rates on the SCL senior notes in connection with the credit rating downgrades in February and June 2022 (see "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt").
The weighted average interest rate increased primarily due to the increase in the underlying benchmark rates on our SCL Revolving Facility and our Singapore Credit Facility, and increased interest rates on the SCL senior notes in connection with the credit rating downgrades in February and June 2022, partially offset by the credit rating upgrade in July 2023 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt”).
Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 20 — Segment Information" for discussion of our operating segments): Year Ended December 31, 2022 2021 Percent Change (Dollars in millions) Macao: The Venetian Macao $ (25) $ 297 (108.4) % The Londoner Macao (189) (84) 125.0 % The Parisian Macao (103) (17) 505.9 % The Plaza Macao and Four Seasons Macao 81 219 (63.0) % Sands Macao (81) (69) 17.4 % Ferry Operations and Other (7) (8) (12.5) % (324) 338 (195.9) % Marina Bay Sands 1,056 448 135.7 % Consolidated adjusted property EBITDA (1) $ 732 $ 786 (6.9) % Las Vegas Operating Properties (2) $ 63 $ 290 (78.3) % _________________________ (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.
Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 20 — Segment Information” for discussion of our operating segments): Year Ended December 31, 2023 2022 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 1,054 $ (25) N/M The Londoner Macao 516 (189) N/M The Parisian Macao 269 (103) N/M The Plaza Macao and Four Seasons Macao 308 81 280.2 % Sands Macao 59 (81) N/M Ferry Operations and Other 18 (7) N/M 2,224 (324) N/M Marina Bay Sands 1,861 1,056 76.2 % Consolidated adjusted property EBITDA (1) $ 4,085 $ 732 458.1 % _________________________ N/M - Not meaningful (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.
Operating Expenses Our operating expenses consisted of the following: Year Ended December 31, 2022 2021 Percent Change (Dollars in millions) Casino $ 1,792 $ 2,068 (13.3) % Rooms 173 164 5.5 % Food and beverage 319 244 30.7 % Mall 73 65 12.3 % Convention, retail and other 103 85 21.2 % Provision for credit losses 15 3 400.0 % General and administrative 936 831 12.6 % Corporate 235 211 11.4 % Pre-opening 13 19 (31.6) % Development 143 109 31.2 % Depreciation and amortization 1,036 1,041 (0.5) % Amortization of leasehold interests in land 55 56 (1.8) % Loss on disposal or impairment of assets 9 27 (66.7) % Total operating expenses $ 4,902 $ 4,923 (0.4) % Operating expenses were $4.90 billion for the year ended December 31, 2022, a decrease of $21 million compared to $4.92 billion for the year ended December 31, 2021.
Operating Expenses Our operating expenses consisted of the following: Year Ended December 31, 2023 2022 Percent Change (Dollars in millions) Casino $ 4,152 $ 1,792 131.7 % Rooms 283 173 63.6 % Food and beverage 481 319 50.8 % Mall 88 73 20.5 % Convention, retail and other 201 103 95.1 % Provision for credit losses 4 15 (73.3) % General and administrative 1,107 936 18.3 % Corporate 230 235 (2.1) % Pre-opening 15 13 15.4 % Development 205 143 43.4 % Depreciation and amortization 1,208 1,036 16.6 % Amortization of leasehold interests in land 58 55 5.5 % Loss on disposal or impairment of assets 27 9 200.0 % Total operating expenses $ 8,059 $ 4,902 64.4 % Operating expenses were $8.06 billion for the year ended December 31, 2023, an increase of $3.16 billion compared to $4.90 billion for the year ended December 31, 2022.
Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, prior to its sale on February 23, 2022, are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel 46 Table of Contents rooms and our gaming volume.
We believe we are able to support continuing operations and complete the major construction projects that are underway. 47 Table of Contents Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.
We apply standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.
The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.
Our operations in Macao have been significantly impacted by the reduced visitation to Macao. The Macao government announced total visitation from mainland China to Macao decreased approximately 27.5% and 81.7%, during the year ended December 31, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively.
The Macao government announced total visitation from mainland China to Macao increased approximately 273.1% and decreased approximately 31.8%, during the year ended December 31, 2023, as compared to the same period in 2022 and 2019 (pre-pandemic), respectively.
The decrease was partially offset by an increase of $1.15 billion at Marina Bay Sands, primarily due to increased visitation from the reopening of borders and elimination of most pandemic-related restrictions in April 2022. Net casino revenues decreased $265 million compared to the year ended December 31, 2021.
In addition, an increase of $1.33 billion at Marina Bay Sands was primarily due to increased visitation from the reopening of borders and elimination of all remaining pandemic-related restrictions in February 2023 and an increase in airlift passenger movement in 2023. Net casino revenues increased $4.90 billion compared to the year ended December 31, 2022.
(1) Minimum rents include base rents and straight-line adjustments of base rents. (2) Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the related impact on mall operations. 57 Table of Contents (3) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai.
(1) Minimum rents include base rents and straight-line adjustments of base rents. (2) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai.
We are evaluating the timing of an application for a new shareholder dividend tax agreement. 56 Table of Contents The net loss attributable to our noncontrolling interests from continuing operations was $475 million for the year ended December 31, 2022, compared to $315 million for the year ended December 31, 2021.
We are in discussions for a new shareholder dividend tax agreement with the Macao government, which would commence effective as of January 1, 2023. 57 Table of Contents The net income attributable to our noncontrolling interests from continuing operations was $210 million for the year ended December 31, 2023, compared to a net loss of $475 million for the year ended December 31, 2022.
Included in this amount was $348 million at Marina Bay Sands in Singapore and $243 million for construction and development activities in Macao, which consisted of $175 million for The Londoner Macao, $52 million for The Venetian Macao, $9 million for The Plaza Macao and Four Seasons Macao, $4 million for Sands Macao and $3 million for The Parisian Macao.
Capital expenditures were $243 million for construction and development activities in Macao, which consisted of $175 million for The Londoner Macao, $52 million for The Venetian Macao, $9 million for The Plaza Macao and Four Seasons Macao, $4 million for Sands Macao and $3 million for The Parisian Macao. Additionally, we funded $60 million for corporate and other.
Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. The majority of pre-opening expenses for the year ended December 31, 2022, related to Marina Bay Sands. Pre-opening expenses for the year ended December 31, 2021, related to The Londoner Macao.
The majority of pre-opening expenses for the year ended December 31, 2023 related to the grand opening of The Londoner Macao and new guest rooms at Marina Bay Sands. Pre-opening expenses for the year ended December 31, 2022 related to Marina Bay Sands.
(4) Based on the 1-month rate as of December 31, 2022, Secured Overnight Financing Rate ("SOFR") of 4.30%, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 4.35% and Singapore Swap Offer Rate ("SOR") of 2.53% , plus the applicable interest rate spread in accordance with the respective debt agreements.
(3) Other consists of finance leases, including imputed interest, and other financed purchased obligations, including the related interest. 62 Table of Contents (4) Based on the 1-month rate as of December 31, 2023, Secured Overnight Financing Rate (“SOFR”) of 5.40%, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 5.27% and Singapore Swap Offer Rate (“SOR”) of 3.62% , plus the applicable interest rate spread in accordance with the respective debt agreements.
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: Year Ended December 31, 2022 2021 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 154 $ 194 (20.6) % Mall gross leasable area (in square feet) 813,832 814,784 (0.1) % Occupancy 81.0 % 79.7 % 1.3 pts Base rent per square foot $ 274 $ 292 (6.2) % Tenant sales per square foot (1) $ 932 $ 1,348 (30.9) % Shoppes at Londoner Total mall revenues $ 47 $ 55 (14.5) % Mall gross leasable area (in square feet) 610,238 532,175 14.7 % Occupancy 54.7 % 54.4 % 0.3 pts Base rent per square foot $ 134 $ 152 (11.8) % Tenant sales per square foot (1) $ 1,139 $ 1,462 (22.1) % Shoppes at Parisian Total mall revenues $ 25 $ 39 (35.9) % Mall gross leasable area (in square feet) 296,322 296,322 — % Occupancy 67.6 % 74.5 % (6.9) pts Base rent per square foot $ 107 $ 133 (19.5) % Tenant sales per square foot (1) $ 338 $ 648 (47.8) % Shoppes at Four Seasons Total mall revenues $ 127 $ 184 (31.0) % Mall gross leasable area (in square feet) 248,674 244,208 1.8 % Occupancy 93.6 % 94.3 % (0.7) pts Base rent per square foot $ 538 $ 549 (2.0) % Tenant sales per square foot (1) $ 3,806 $ 6,300 (39.6) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 226 $ 176 28.4 % Mall gross leasable area (in square feet) 622,007 622,362 (0.1) % Occupancy 99.5 % 98.2 % 1.3 pts Base rent per square foot $ 284 $ 277 2.5 % Tenant sales per square foot (1) $ 2,596 $ 1,614 60.8 % _________________________ Note: This table excludes the results of retail outlets at Sands Macao.
The increase was due to a $159 million increase at our Macao operations, primarily driven by an increase in overage rent and a decrease in rent concessions granted to our mall tenants, and a $28 million increase at Marina Bay Sands, driven by increases in minimum rent and overage rent. 52 Table of Contents 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: Year Ended December 31, 2023 2022 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 227 $ 154 47.4 % Mall gross leasable area (in square feet) 818,686 813,832 0.6 % Occupancy 79.7 % 81.0 % (1.3) pts Base rent per square foot $ 283 $ 274 3.3 % Tenant sales per square foot (1) $ 1,906 $ 932 104.5 % Shoppes at Londoner Total mall revenues $ 66 $ 47 40.4 % Mall gross leasable area (in square feet) 611,905 610,238 0.3 % Occupancy 59.1 % 54.7 % 4.4 pts Base rent per square foot $ 149 $ 134 11.2 % Tenant sales per square foot (1) $ 1,796 $ 1,139 57.7 % Shoppes at Parisian Total mall revenues $ 32 $ 25 28.0 % Mall gross leasable area (in square feet) 296,352 296,322 — % Occupancy 67.2 % 67.6 % (0.4) pts Base rent per square foot $ 113 $ 107 5.6 % Tenant sales per square foot (1) $ 710 $ 338 110.1 % Shoppes at Four Seasons Total mall revenues $ 187 $ 127 47.2 % Mall gross leasable area (in square feet) 249,373 248,674 0.3 % Occupancy 92.9 % 93.6 % (0.7) pts Base rent per square foot $ 611 $ 538 13.6 % Tenant sales per square foot (1) $ 7,594 $ 3,806 99.5 % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 254 $ 226 12.4 % Mall gross leasable area (in square feet) 615,633 622,007 (1.0) % Occupancy 99.8 % 99.5 % 0.3 pts Base rent per square foot $ 331 $ 284 16.5 % Tenant sales per square foot (1) $ 2,991 $ 2,596 15.2 % _________________________ Note: This table excludes the results of retail outlets at Sands Macao.
The following table summarizes the results of our room activity : Year Ended December 31, 2022 2021 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 55 $ 77 (28.6) % Occupancy rate 41.7 % 49.7 % (8.0) pts Average daily room rate (ADR) $ 143 $ 155 (7.7) % Revenue per available room (RevPAR) $ 60 $ 77 (22.1) % The Londoner Macao Total room revenues $ 61 $ 90 (32.2) % Occupancy rate 26.9 % 40.3 % (13.4) pts Average daily room rate (ADR) $ 155 $ 160 (3.1) % Revenue per available room (RevPAR) $ 42 $ 64 (34.4) % The Parisian Macao Total room revenues $ 33 $ 54 (38.9) % Occupancy rate 37.9 % 52.1 % (14.2) pts Average daily room rate (ADR) $ 110 $ 118 (6.8) % Revenue per available room (RevPAR) $ 42 $ 61 (31.1) % The Plaza Macao and Four Seasons Macao Total room revenues $ 29 $ 45 (35.6) % Occupancy rate 27.5 % 44.3 % (16.8) pts Average daily room rate (ADR) $ 440 $ 438 0.5 % Revenue per available room (RevPAR) $ 121 $ 194 (37.6) % Sands Macao Total room revenues $ 6 $ 10 (40.0) % Occupancy rate 51.1 % 68.2 % (17.1) pts Average daily room rate (ADR) $ 141 $ 138 2.2 % Revenue per available room (RevPAR) $ 72 $ 94 (23.4) % Singapore Operations: Marina Bay Sands (1) Total room revenues $ 285 $ 139 105.0 % Occupancy rate 93.1 % 70.1 % 23.0 pts Average daily room rate (ADR) $ 422 $ 236 78.8 % Revenue per available room (RevPAR) $ 393 $ 165 138.2 % U.S.
The following table summarizes the results of our room activity : Year Ended December 31, 2023 2022 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 191 $ 55 247.3 % Occupancy rate 94.5 % 41.7 % 52.8 pts Average daily room rate (ADR) $ 208 $ 143 45.5 % Revenue per available room (RevPAR) $ 196 $ 60 226.7 % The Londoner Macao Total room revenues $ 324 $ 61 431.1 % Occupancy rate 80.4 % 26.9 % 53.5 pts Average daily room rate (ADR) $ 196 $ 155 26.5 % Revenue per available room (RevPAR) $ 158 $ 42 276.2 % The Parisian Macao Total room revenues $ 135 $ 33 309.1 % Occupancy rate 93.0 % 37.9 % 55.1 pts Average daily room rate (ADR) $ 158 $ 110 43.6 % Revenue per available room (RevPAR) $ 147 $ 42 250.0 % The Plaza Macao and Four Seasons Macao Total room revenues $ 94 $ 29 224.1 % Occupancy rate 81.5 % 27.5 % 54.0 pts Average daily room rate (ADR) $ 485 $ 440 10.2 % Revenue per available room (RevPAR) $ 396 $ 121 227.3 % 51 Table of Contents Sands Macao Total room revenues $ 17 $ 6 183.3 % Occupancy rate 95.8 % 51.1 % 44.7 pts Average daily room rate (ADR) $ 171 $ 141 21.3 % Revenue per available room (RevPAR) $ 164 $ 72 127.8 % Singapore Operations: Marina Bay Sands (1) Total room revenues $ 443 $ 285 55.4 % Occupancy rate 96.3 % 93.1 % 3.2 pts Average daily room rate (ADR) $ 631 $ 422 49.5 % Revenue per available room (RevPAR) $ 608 $ 393 54.7 % _________________________ (1) During the years ended December 31, 2023 and 2022, approximately 2,100 rooms were available for occupancy.
See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases" for further details on operating leases. 63 Table of Contents (9) Mall deposits consist of refundable security deposits received from mall tenants.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases” for further details on operating leases. (9) Mall deposits consist of refundable security deposits received from mall tenants. (10) Primarily consists of all other non-cancellable contractual obligations and primarily relates to certain hotel management and service agreements, as described below.
Convention, retail and other expenses increased $18 million compared to the year ended December 31, 2021, primarily driven by an increase of $16 million, consistent with increased revenues at Marina Bay Sands. The provision for credit losses was $15 million for the year ended December 31, 2022, compared to $3 million for the year ended December 31, 2021.
Convention, retail and other expenses increased $98 million compared to the year ended December 31, 2022, primarily driven by increases of $82 million and $16 million at our Macao operations and Marina Bay Sands, respectively.
The weighted average debt balance increased due to draws of $1.20 billion on the SCL revolver during the year ended December 31, 2022.
The weighted average debt balance decreased primarily due to payments made on the SCL revolver totaling $1.95 billion throughout the year ended December 31, 2023.
Off-Balance Sheet Arrangements We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than foreign currency swaps. Refer to "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Derivative Instruments" for outstanding foreign currency swaps as of December 31, 2022.
Off-Balance Sheet Arrangements We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than foreign currency swaps.
Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition.
Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe the critical accounting policies and estimates discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
It is common in the mall operating industry for companies to disclose mall net operating income ("NOI") as a useful supplemental measure of a mall's operating performance.
(4) Rent concessions were provided to tenants as a result of the COVID-19 pandemic and the related impact on mall operations. 58 Table of Contents It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall's operating performance.
Cash Flows — Operating Activities Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable.
Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments.
Aggregate Indebtedness and Other Contractual Obligations Our total long-term indebtedness and other contractual obligations are summarized below as of December 31, 2022: Payments Due by Period (1) 2023 2024 - 2025 2026 - 2027 Thereafter Total (In millions) Long-Term Debt Obligations (2) LVSC Senior Notes $ — $ 2,250 $ 1,000 $ 750 $ 4,000 SCL Senior Notes — 1,800 1,500 3,850 7,150 2018 SCL Credit Facility — Revolving 1,958 — — — 1,958 2012 Singapore Credit Facility 62 1,165 1,676 — 2,903 Singapore Delayed Draw Term Facility — 15 31 — 46 Other Debt (3) 11 14 1 — 26 Fixed Interest Payments 480 898 521 379 2,278 Variable Interest Payments (4) 206 235 35 — 476 Macao Concession Related (5) Macao Annual Premium (6) 41 82 82 203 408 Handover Record (7) 13 25 85 212 335 Contractual Obligations Operating Leases, Including Imputed Interest (8) 14 19 14 304 351 Mall Deposits (9) 65 58 13 13 149 Other (10) 95 96 39 134 364 Total $ 2,945 $ 6,657 $ 4,997 $ 5,845 $ 20,444 _______________________ (1) As of December 31, 2022, we had a $100 million liability related to uncertain tax positions.
Aggregate Indebtedness and Other Contractual Obligations Our total long-term indebtedness and other contractual obligations are summarized below as of December 31, 2023: Payments Due by Period (1) 2024 2025 - 2026 2027 - 2028 Thereafter Total (In millions) Long-Term Debt Obligations (2) LVSC Senior Notes $ 1,750 $ 1,500 $ — $ 750 $ 4,000 SCL Senior Notes — 2,600 2,600 1,950 7,150 2012 Singapore Credit Facility 142 2,749 — — 2,891 Singapore Delayed Draw Term Facility — 47 — — 47 Other (3) 11 10 — — 21 Fixed Interest Payments 464 679 429 151 1,723 Variable Interest Payments (4) 146 169 — — 315 Macao Concession Related (5) Macao Annual Premium (6) 40 80 80 158 358 Handover Record (7) 13 55 84 168 320 Contractual Obligations Operating Leases, Including Imputed Interest (8) 26 39 34 408 507 Mall Deposits (9) 73 54 25 15 167 Other (10) 185 223 158 158 724 Total $ 2,850 $ 8,205 $ 3,410 $ 3,758 $ 18,223 _______________________ (1) As of December 31, 2023, we had a $105 million liability related to uncertain tax positions.
The increase was due to increases of $47 million and $7 million at Marina Bay Sands and our Macao operations, respectively, driven primarily by increases in convention revenue at Marina Bay Sands, and quarantine room revenue at the Sheraton Grand Macao hotel and The Parisian Macao.
The increase was due to increases of $127 million and $35 million at our Macao operations and Marina Bay Sands, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed3 unchanged
Biggest changeA hypothetical 100 basis point change in SOFR, HIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately $41 million.
Biggest changeA hypothetical 100 basis point change in SOFR, HIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately $29 million. 68 Table of Contents Foreign currency transaction losses for the year ended December 31, 2023, were $8 million primarily due to U.S. dollar denominated debt issued by SCL and by Singapore dollar denominated intercompany debt reported in U.S. dollars.
The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by $370 million.
The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by $304 million.
Based on balances as of December 31, 2022, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $42 million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $57 million (net of the impact from the foreign currency swap agreements).
Based on balances as of December 31, 2023, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $21 million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $71 million (net of the impact from the foreign currency swap agreements).
We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. As of December 31, 2022, the estimated fair value of our long-term debt was approximately $15.14 billion, compared to its contractual value of $16.06 billion.
We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. As of December 31, 2023, the estimated fair value of our long-term debt was approximately $13.53 billion, compared to its contractual value of $14.09 billion.
Foreign currency transaction losses for the year ended December 31, 2022, were $10 million primarily due to U.S. dollar denominated debt issued by SCL and by Singapore dollar denominated intercompany debt reported in U.S. dollars. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates.
We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates.

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