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What changed in Las Vegas Sands's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Las Vegas Sands's 2023 and 2024 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 2024 report.

+464 added−508 removedSource: 10-K (2025-02-07) vs 10-K (2024-02-07)

Top changes in Las Vegas Sands's 2024 10-K

464 paragraphs added · 508 removed · 378 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

148 edited+27 added−59 removed81 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, 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.
Biggest change(3) Excludes approximately 150,000 square feet of space operated by the Company. 8 Table of Contents The following table reflects our tenant representation by category for our mall operations as of December 31, 2024: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury, women's, men's, mixed) 779,339 36 % 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 408,049 19 % Lei Garden, Ce La Vi, North, The Cheesecake Factory, Shake Shack, Haidilao, Tai Er Chinese Sauerkraut Fish, Jin Yue Xuan, Hip Seng Seafood Hot Pot Restaurant, Lord Stow’s Bakery & Café Multi-Brands 244,109 11 % Duty Free Americas, The Atrium, DFS, Temptation Jewelry 172,270 8 % Bvlgari, Cartier, Rolex, Tiffany & Co., Chaumet, Van Cleef & Arpels, Longines, Jaeger-LeCoultre, Breitling, Breguet, Chopard, PIAGET, Audemars Piguet Health and beauty 110,790 5 % Sephora, Sa Sa, Chanel, Helena Rubinstein, La Prairie, Dior, Le Labo Fashion accessories and footwear 109,404 5 % Rimowa, Charles & Keith, Tod’s, Jimmy Choo, Roger Vivier, Christian Louboutin, Spectacle Hut, Gentle Monster Lifestyle, sports and entertainment 97,782 4 % Manchester United, Adidas, Lululemon, Under Armour, Sandbox VR, Limited Edt, Arc’teryx Home furnishing and electronics 92,986 4 % Apple, MUJI Arts and gifts 65,640 3 % Emporio di Gondola, Pop Mart Banks and services 63,447 3 % Bank of China, ICBC, BR Aesthetic Medical Clinic Specialty foods 42,655 2 % Godiva, Haagen Dazs, Jason’s Deli, Venchi Total 2,186,471 100 % Human Capital Talent Management We directly employ approximately 40,300 employees worldwide, including approximately 39,900 full-time employees, and hire additional temporary employees on an as-needed basis.
The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only. This Annual Report on Form 10-K contains certain forward-looking statements.
The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the SEC, and any references to these websites are intended to be inactive textual references only. This Annual Report on Form 10-K contains certain forward-looking statements.
Doing Business in Macao, Hong Kong and Mainland China We are a parent company with limited business operations of our own, and our main asset is the capital stock of our subsidiaries.
Doing Business in Macao, Hong Kong and Mainland China We are a parent company with limited business operations of our own; our main asset is the capital stock of our subsidiaries.
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.
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, which provides information regarding nutrition, disease management, stress reduction and injury prevention; 9 Table of Contents • 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.
We believe the mass market segment will continue to deliver long-term growth as a result of continuing economic growth, expansion of the middle class and increasing number of high net worth individuals across our markets in Asia. We also offer loyalty programs at our properties, which provide access to rewards, privileges and members-only events.
We believe the mass market segment will continue to deliver long-term growth as a result of continuing economic growth, expansion of the middle class and an increasing number of high net worth individuals across our markets in Asia. We also offer loyalty programs at our properties, which provide access to rewards, privileges and members-only events.
Subject to applicable law, any future dividend payments will be made at the discretion of our Board of Directors, taking into account various factors such as our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors.
Subject to applicable law, our future dividend payments will be made at the discretion of our Board of Directors, taking into account various factors such as our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors.
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 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.
During the Exclusivity Period, the Company, which is currently the 100% indirect shareholder of MBS, was required to be the single largest entity with direct or indirect controlling interest of at least 20% in MBS, unless otherwise approved by the GRA.
During the Exclusivity Period, the Company, which is currently the 100% indirect shareholder of MBS, is required to be the single largest entity with direct or indirect controlling interest of at least 20% in MBS, unless otherwise approved by the GRA.
We believe we will continue to experience Macao market-leading visitation and are focused on driving high-margin mass market gaming, while providing luxury amenities and high service levels to our VIP and premium players.
We believe we will continue to experience Macao market-leading visitation and are focused on driving higher-margin mass market gaming, while providing luxury amenities and high service levels to our VIP and premium players.
While currently there are no foreign exchange or capital control restrictions applicable to intercompany transactions between us and our Macao, Hong Kong and mainland China subsidiaries, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of patacas into U.S. dollars over a relatively short period will not be limited.
While currently there are no foreign exchange or capital control restrictions applicable to intercompany transactions between us and our Macao and Hong Kong subsidiaries, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of patacas into U.S. dollars over a relatively short period will not be limited.
Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit. Our approximately 2.9 million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.
Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit. Our approximately 2.8 million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.
Additionally, we believe being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. Our properties also cater to high-end players by providing them with luxury amenities and premium service levels.
Additionally, we believe being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. Our properties also cater to high-end patrons by providing them with luxury amenities and premium service levels.
We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational partnerships, grants and leadership training. We are committed to creating and investing in industry-leading policies and procedures to safeguard our patrons, partners, employees and neighbors.
We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational partnerships, grants and leadership training. We are committed to creating and investing in industry-leading policies and procedures to safeguard our customers, partners, employees and neighbors.
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.
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, 2024), respectively.
If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially adversely affect our results of operations, financial position and cash flows.
If, in the future, there were 16 Table of Contents to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially adversely affect our results of operations, financial position and cash flows.
In addition, our Macao and Singapore credit facility agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments issued by our subsidiaries for the financing of future developments may contain similar restrictions.
In addition, our SCL and Singapore credit facility agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments issued by our subsidiaries for the financing of future developments may contain similar restrictions.
Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. On December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
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.
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.
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.
Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than 14 years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.
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 Integrated Resort offers approximately 162,000 square feet of gaming space with approximately 543 table games and 3,000 slot machines and ETGs; approximately 616,000 square feet at 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.
We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in Macao and neighboring Hengqin Island.
We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in 6 Table of Contents Macao and neighboring Hengqin Island.
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.
Our Environmental, Social and Governance Report (the “Report”) is available on our website and contains further information on our environmental sustainability performance, including data that reflect the reporting standards of the Global Reporting Initiative, the International Sustainability Standards Board and the Sustainability Accounting Standards Board.
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.
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.
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).
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).
We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we: • pay that person any dividend or interest upon its shares; • allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person; • pay remuneration in any form to that person for services rendered or otherwise; or • fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.
After we receive notice that a person is unsuitable to be a shareholder or to have any other relationship with us, we will be subject to disciplinary action if we: • pay that person any dividend or interest upon the shares; • allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person; • pay remuneration in any form to that person for services rendered or otherwise; or • fail to pursue all lawful efforts to require that person to relinquish the shares.
Our management team is focused on delivering growth, increasing our return on invested capital, balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders. Unique MICE and entertainment facilities.
Our management team is focused on delivering growth, increasing our return on invested capital, 4 Table of Contents balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders. Unique MICE and entertainment facilities.
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.
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.
Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Our principal executive office is located at 5420 S. Durango Dr., 3 Table of Contents Las Vegas, Nevada 89113 and our telephone number at that address is (702) 923-9000. Our website address is www.sands.com .
Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Our principal executive office is located at 5420 S. Durango Dr., Las Vegas, Nevada 89113 and our telephone number at that address is (702) 923-9000. Our website address is www.sands.com .
We are currently undertaking extensive renovation work with approximately 1,850 rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our suite product. Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity swimming pool and leading restaurant and nightlife brands.
We are currently undertaking extensive renovation work with 1,844 rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our hotel product. Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity swimming pool and leading restaurant and nightlife brands.
Singapore has established itself as a destination for both business and leisure visitors, offering convention and exhibition facilities as well as world-class shopping malls and hotel accommodations. In 2006, after a competitive bid process, the Singapore government awarded two concessions to develop and operate two integrated resorts.
Singapore has established itself as a destination for both business and leisure visitors, offering convention and exhibition facilities as well as world-class shopping malls and hotel accommodations. In 2006, the Singapore government awarded two concessions to develop and operate two Integrated Resorts.
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.
Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming concession, the continuing renovation and redevelopment of The Londoner Macao and the extensive renovation and expansion of Marina Bay Sands.
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.
In addition, under the Second Development Agreement, MBS is granted approval for the change of use of the area comprising the whole of the 53rd and 54th floors of Marina Bay Sands’ hotel Tower 2, or such other areas as may be agreed, 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.
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 Shoppes at Four Seasons includes approximately 262,000 square feet of retail space with 138 stores and 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 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 Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately 117 table games and 366 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa facilities and several restaurants and entertainment areas.
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.
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, 2024.
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.
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 267 table games and 900 slot machines and ETGs.
There is a goods and services tax of 7% imposed on gross gaming revenue, which, effective January 1, 2023, increased to 8%, and a casino tax imposed on the gross gaming revenue from the casino after reduction for the amount of goods and services tax.
There is a goods and services tax of 7% imposed on gross gaming revenue, which, effective January 1, 2023, increased to 8%, and, effective January 1, 2024, further increased to 9%. There is also a casino tax imposed on the gross gaming revenue from the casino after reduction for the amount of goods and services tax.
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.
The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 952,000 square feet of unique retail shopping with 350 stores featuring many international brands and home to 60 restaurants and food outlets featuring an international assortment of cuisines.
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.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the aggregate monthly special gaming taxes paid during the year is less than 4.50 billion patacas (approximately $563 million at exchange rates in effect on December 31, 2024), we would be required to pay the difference as the special annual gaming premium.
In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the 15,000-seat Cotai Arena that hosts world-class entertainment and sporting events.
In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the recently renovated 14,000-seat Venetian Arena that hosts world-class entertainment and sporting events.
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”).
The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately 678 table games and 1,140 slot machines and electronic table games (“ETGs”).
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 Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 297,000 square feet of unique retail shopping with 109 stores featuring many international brands and home to 24 restaurants and food outlets featuring an international assortment of cuisines.
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.
Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.69 billion and restricted cash of $125 million as of December 31, 2024, of which approximately $2.14 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.
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.
We are also obligated to pay a special annual gaming premium if the average of the gross gaming revenues of our gaming tables and our electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount determined by the Macao government; such special premium being the difference between the special gaming tax based on the actual gross gaming revenues and that of the specified minimum amount.
We are also required to pay a special annual gaming premium if the average of the gross gaming revenues of our gaming tables and our electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount set by the Macao government, with the special premium being the difference between the special gaming tax based on the actual gross gaming revenues and the minimum amount.
Similarly, no person may operate the casino premises for which the use has been temporarily transferred to us, either through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macao gaming authorities.
Similarly, no person may operate the casino premises whose use has been temporarily transferred to us, either through a management agreement or any other contract or through step in rights without first obtaining the approval of the Macao gaming authorities.
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).
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 $37,503, $18,751 and $125, respectively, at exchange rates in effect on December 31, 2024), subject to a minimum of 76 million patacas (approximately $10 million at exchange rates in effect on December 31, 2024).
In addition to our internal initiatives, we have developed the Drop by Drop Project, a collaborative water stewardship initiative in conjunction with Clean the World Foundation. The Drop by Drop Project is designed to encourage sustainability in our local regions and reinvests capital from our water stewardship efforts into innovative water projects in Macao and Singapore.
In addition to our internal initiatives, we have developed the Drop by Drop Project, a collaborative water stewardship initiative in conjunction with Clean the World Foundation. The Drop by Drop Project is designed to encourage sustainability in our local regions with grants for innovative water projects in Macao and Singapore.
Net transfers from its subsidiaries to SCL were $1.86 billion for the year ended December 31, 2023 and net transfers from SCL to its subsidiaries were $497 million and $385 million for the years ended December 31, 2022 2021, respectively.
Net transfers from SCL's subsidiaries to SCL were $629 million and $1.86 billion for the years ended December 31, 2024 and 2023, respectively, and net transfers from SCL to its subsidiaries were $497 million for the year ended 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).
The fixed portion of the premium is 30 million patacas (approximately $4 million at exchange rates in effect on December 31, 2024).
In many of these instances, the Concession does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportunity to remedy any such default.
In many of these instances, the Concession does not provide a specific cure period within which such events may be remedied; instead, we would rely on consultations and negotiations with the Macao government to enable us to remedy any such breach.
During the year ended December 31, 2023, we did not have to pay a special gaming premium 17 Table of Contents under the Concession requirements as the special gaming taxes were higher than the minimum threshold.
During the year ended December 31, 2024, we did not have to pay a special gaming premium under the Concession requirements as the special gaming taxes were higher than the minimum threshold.
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 Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately 513 table games and 1,281 slot machines and ETGs, approximately 358,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately 566,000 square feet of retail space with 164 stores and home to 50 restaurants and food outlets featuring an international assortment of cuisines.
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 minimum amount set by the Macao government is 7 million patacas per gaming table and 300,000 patacas per gaming machine (approximately $1 million and $37,503, respectively, at exchange rates in effect on December 31, 2024).
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.
Tourism receipts were estimated to be 27.16 billion Singapore dollars ("SGD", approximately $19.97 billion at exchange rates in effect on December 31, 2024) in 2023 (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 2024.
These tables do not reflect subsequent activity in 2025.
We have incurred approximately $1.09 billion as of December 31, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.
We have incurred approximately $1.36 billion as of December 31, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site.
The Concession requires VML to submit to the Macao government an annual execution proposal of the specific projects mentioned in the Concession’s Investment Plan up to three months before the start of each calendar year, detailing each project it intends to execute, the proposed amount and the execution schedule for the relevant year.
The Concession requires VML to submit to the Macao government, three months prior to the start of each calendar year, an annual execution plan for the specific projects in the Investment Plan, detailing each project it intends to execute, the proposed amount to be spent and the execution schedule.
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.
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 generating revenues from our gaming operations when our Concession expires.
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 72.29% ownership of Sands China Ltd. (“SCL”), as of the date of this filing, 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 Concession also allows the Macao government to request various changes in the plans and specifications of our Macao properties and to make various other decisions and determinations that may be binding on us.
The Concession also permits the Macao government to request modifications to the plans and specifications of our Macao properties as well as to make various other decisions and determinations that may be binding on us.
In addition to the resolution of the matter noted above regarding the New Lease by the Planning Commission, there is no assurance we will be able to obtain a casino license from the State of New York. Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.
There is no assurance we will be able to obtain a casino license from the State of New York. Other We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.
Mall Name Total GLA (1) Selected Significant Tenants Shoppes at Venetian 818,686 (2) ZARA, Victoria's Secret, UNIQLO, Tiffany & Co., Rolex, Bvlgari, MUJI, Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines, Omega, Polo Ralph Lauren, Kenzo Shoppes at Londoner 611,905 Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Gucci, Burberry, Tod's, V&A, DFS, Tory Burch, The Cheesecake Factory, Shake Shack, Jimmy Choo, Alexander McQueen, Polo Ralph Lauren, Stella McCartney, Emporio Armani, Canada Goose, Harry Potter: The Exhibition Shoppes at Parisian 296,352 Versace Jeans Couture, Antonia, Champion, Jaeger-LeCoultre, Breitling, I.T Menswear, Temptation Shoppes at Four Seasons 249,373 Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Versace, Zegna, Loro Piana, Saint Laurent, Balenciaga, Loewe, Roger Vivier, Christian Louboutin, Alexander McQueen, Miu Miu, Tiffany & Co., Rimowa The Shoppes at Marina Bay Sands 615,633 (3) Louis Vuitton, Zara, Chanel, Gucci, Dior, Burberry, Prada, Fendi, Moncler, Hermès, Cartier, Apple ____________________ (1) Represents Gross Leasable Area in square feet.
Mall Name Total GLA (1) Selected Significant Tenants Shoppes at Venetian 822,424 (2) Zara, Victoria's Secret, Uniqlo, Tiffany & Co., Rolex, Bvlgari, Muji, Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines, OMEGA, Polo Ralph Lauren, Kenzo, Boucheron, Diesel, Lululemon, Arc'teryx, Nike, Audemars Piguet Shoppes at Londoner 566,251 Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Gucci, Burberry, Tod's, V&A, DFS, Tory Burch, The Cheesecake Factory, Shake Shack, Jimmy Choo, Alexander McQueen, Polo Ralph Lauren, Stella McCartney, Emporio Armani, Louis Vuitton, Alexander Wang, Mikimoto, Uniqlo, Lord Stow's Bakery & Cafe Shoppes at Parisian 296,818 Antonia, Champion, Jaeger-LeCoultre, Breitling, I.T Menswear, Temptation Shoppes at Four Seasons 261,898 Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Versace, Zegna, Loro Piana, Saint Laurent, Balenciaga, Loewe, Roger Vivier, Christian Louboutin, Alexander McQueen, Miu Miu, Tiffany & Co., Rimowa The Shoppes at Marina Bay Sands 615,869 (3) Louis Vuitton, Zara, Chanel, Gucci, Dior, Burberry, Prada, Fendi, Moncler, Hermès, Cartier, Apple ____________________ (1) Represents Gross Leasable Area in square feet.
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.
In addition, prior approval from the Macao gaming authorities is required for any loan or similar financing transaction exceeding 100 million patacas (approximately $13 million at exchange rates in effect on December 31, 2024) where VML is a borrower or a lender, or which involves the creation of liens and encumbrances over VML's assets.
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.
In addition, upon the expiry of our Concession, the Gaming Assets, the use of which has been temporarily transferred to VML by the Macao government, will be returned to the Macao government without compensation, along with any gaming-related equipment we acquire during our Concession.
The transfer or creation of encumbrances over ownership of shares representing the share capital of VML or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders' rights to persons other than the original owners, would require the approval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities.
The transfer or creation of encumbrances over ownership of shares representing the share capital of VML or other rights relating to such shares, as well as any act involving the granting of voting rights or other shareholders' rights to persons other than the original owners, requires the approval of the Macao government and subsequent reporting to the Macao gaming authorities.
We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any other information the Macao gaming authorities may require. No person may acquire any rights over the shares or assets of VML without first obtaining the approval of the Macao gaming authorities.
We must periodically submit detailed financial and operating reports to the Macao gaming authorities, as well as any other information they may request. No person may acquire any rights over the shares or assets of VML without prior consent of the Macao gaming authorities.
Under our Concession, we are obligated to pay to the Macao government an annual gaming premium with a fixed portion and a variable portion based on the number and type of gaming tables employed and gaming machines operated by us.
Under the terms of our Concession, we are required to pay to the Macao government an annual gaming premium consisting of a fixed portion and a variable portion based on the number and type of gaming tables and gaming machines we operate.
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.
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.
The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet).
The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet), although the Second Development Agreement provides for an option to purchase additional gaming area as described below.
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.
The total net transfers to (from) the Company with SCL were 17 Table of Contents $111 million, $100 million and $(978) million and with Marina Bay Sands were $1.08 billion, $937 million and $74 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Our Concession and the applicable Macao laws require, among other things: (i) approval of the Macao government for transfers of shares in VML, or of any rights over or inherent to such shares, including the grant of voting rights or other stockholder's rights to persons other than the original owners, as well as for the creation of any charge, lien or encumbrance on such shares; (ii) approval of the Macao government for transfers of shares, or of any rights over such shares, in any of our direct or indirect stockholders, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal to or higher than 5% of VML's share capital; (iii) that the Macao government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder's rights to persons other than the original owners on shares in any of the direct or indirect stockholders in VML, provided that such shares or rights are equivalent to an amount that is equal to or higher than 5% of VML's share capital; (iv) that the Macao government be given notice of listing on a stock exchange by any indirect stockholders holding shares equal to or higher than 5% of VML's share capital; and (v) that the Macao government be given prior notice of any relevant financial decision exceeding 10% of the share capital of VML five days before that decision is taken.
Our Concession and the applicable Macao laws require, among other things: (i) the approval of the Macao government for transfers of shares in VML, or of any rights over or inherent to such shares, such as the granting of voting rights or other shareholders' rights to persons other than the original owners, as well as for the creation of any charge, lien or encumbrance on such shares; (ii) the approval of the Macao government for transfers of shares or rights over such shares, in any of our direct or indirect shareholders, provided that such shares or rights represent, directly or indirectly, 5% or more of VML's share capital; (iii) that the Macao government be notified of the creation of any encumbrance or the grant of voting rights or other shareholders' rights to persons other than the original owners on shares in any of the direct or indirect shareholders in VML, provided that such shares or rights represent 5% or more of VML's share capital; and (iv) that the Macao government be given notice of the listing on a stock exchange by any indirect shareholders holding shares representing 5% or more of VML's share capital.
According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were 183.06 billion patacas in 2023 (approximately $22.74 billion at exchange rates in effect on December 31, 2023), an increase of 333.8% and a decrease of 37.4% compared to 2022 and 2019, respectively.
According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were 226.78 billion patacas in 2024 (approximately $28.35 billion at exchange rates in effect on December 31, 2024), an increase of 23.9% compared to 2023.
Work on Phase II of the Londoner Macao has commenced, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.
We continue work on Phase II of The Londoner Macao, which commenced in 2023 and primarily includes the renovation of the rooms in the Sheraton hotel towers, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings. The Londoner Grand casino opened on September 26, 2024.
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.
For instance, the Macao government may require that we contribute additional capital to our Macao subsidiaries or provide certain deposits or other performance guarantees in any amount deemed necessary by the Macao government.
These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things. These projects are in addition to the previously announced plans for the MBS Expansion Project.
These renovations at Marina Bay Sands will result in a total of 1,844 rooms and suites upon completion and are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor including introducing tower gaming, among other things. These projects are in addition to the MBS Expansion Project.
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 website address at www.sec.gov . 3 Table of Contents Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts.
The Concession requires the Macao gaming authorities' prior approval of any recapitalization plan proposed by VML's Board of Directors. The Chief Executive of Macao could also require VML to increase its share capital if he deemed it necessary.
Any recapitalization plan proposed by VML's board of directors must be approved by the Macao gaming authorities prior to implementation. If deemed necessary, the Chief Executive of Macao may also require VML to increase its share capital.
We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes.
In addition, we must pay a special gaming tax of 35% of gross gaming revenues and withholding taxes, where applicable.
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). In connection with the Second Development Agreement, MBS entered into a lease with the STB for the parcels of land underlying the project (the “Land”).
The Second Development Agreement provides for a total minimum project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on December 31, 2024).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

90 edited+10 added−35 removed140 unchanged
Biggest changeRisks 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.
Biggest changeRisks 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 patrons, and we may not be able to collect gaming receivables from our credit patrons. • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings. • We face the risk of fraud and cheating. • Our operations face significant competition, which may increase in the future. • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful. • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows. • There are significant risks associated with our current and planned construction projects Risks Associated with Our International Operations • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us. • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted. 18 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 extended on terms favorable to us or at all beyond their expiration dates. • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi. • VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding in the courts of many foreign nations.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S and elsewhere of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding in the courts of many foreign nations.
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 the development agreements are terminated, we could lose our right to operate Marina Bay Sands and our investment in Marina Bay Sands could be lost.
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.
We cannot assure you VML's contractors will fulfill their obligations to foreign 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.
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.
If, in the future, there were to be any significant governmental influence 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.
Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) designate a person in charge of personal information protection where we qualify as a “quantity processor” (to be defined by the CAC); (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing where we entrust processing of personal information to any vendor; (viii) meet one of the conditions prescribed by the PIPL where we transfer personal information outside the territory of the PRC due to business or other needs.
Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) designate a person in charge of personal information protection where we qualify as a “quantity processor” (to be defined by the CAC); (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing where we entrust processing of personal information to any vendor; and (viii) meet one of the conditions prescribed by the PIPL where we transfer personal information outside the territory of the PRC due to business or other needs.
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 also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and 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.
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.
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.
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.
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.
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.
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. 23 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 .
The conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the agreements effecting the Las Vegas Sale could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our high standards and applicable laws as required under such agreements.
The conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the agreements effecting the Las Vegas Sale could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations do not continue to operate in accordance with our high standards and applicable laws as required under such agreements.
To the extent our Macao gaming customers are from other jurisdictions, our Macao operations may not have access to a forum in which it will be possible to collect all gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and our Macao operations may encounter forums that will refuse to enforce such debts.
To the extent our Macao gaming patrons are from other jurisdictions, our Macao operations may not have access to a forum in which it will be possible to collect all gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and our Macao operations may encounter forums that will refuse to enforce such debts.
Moreover, under applicable law, our Macao operations remain obligated to pay taxes on uncollectible winnings from customers. It is also possible our Singapore operations may not be able to collect gaming debts because, among other reasons, courts of certain jurisdictions do not enforce gaming debts.
Moreover, under applicable law, our Macao operations remain obligated to pay taxes on uncollectible winnings from patrons. It is also possible our Singapore operations may not be able to collect gaming debts because, among other reasons, courts of certain jurisdictions do not enforce gaming debts.
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 patrons may come from, may determine, or have determined, enforcement of gaming debts is against public policy.
In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Taiwan, Thailand and Vietnam.
In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Thailand and Vietnam.
While currently there is no foreign exchange or capital control restriction applicable to transactions between us and our Singapore, Macao, Hong Kong and mainland China subsidiaries, we cannot assure you that this will continue to be the case in the future.
While currently there is no foreign exchange or capital control restriction applicable to transactions between us and our Singapore, Macao and Hong Kong subsidiaries, we cannot assure you that this will continue to be the case in the future.
If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Singapore, Macao, Hong Kong and mainland China subsidiaries.
If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Singapore, Macao and Hong Kong subsidiaries.
We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible.
We extend credit to those patrons whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible.
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.
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 real estate markets; 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.
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.
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.
In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt” for further description of these covenants.
In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt” for further description of these covenants.
To the extent our Singapore gaming customers' assets are situated in such jurisdictions, our Singapore operations may not be able to take enforcement action against such assets to facilitate collection of gaming receivables. Even where gaming debts are enforceable, they may not be collectible.
To the extent our Singapore gaming patrons' assets are situated in such jurisdictions, our Singapore operations may not be able to take enforcement action against such assets to facilitate collection of gaming receivables. Even where gaming debts are enforceable, they may not be collectible.
Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers.
Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming patrons. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming patrons.
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.
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. We are subject to fluctuations in foreign currency exchange rates . We record transactions in the functional currencies of our reporting entities.
On February 23, 2022, in connection with closing of the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”), we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of $1.19 billion as of December 31, 2023.
On February 23, 2022, in connection with closing of the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”), we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of $1.26 billion as of December 31, 2024.
Decisions that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest. Human Capital Related Risk Factors We depend on the continued services of key officers.
Decisions 28 Table of Contents that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest. Human Capital Related Risk Factors We depend on the continued services of key officers .
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.
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 30 Table of Contents or too expensive to justify obtaining insurance.
Our Macao and Singapore operations will also compete to some extent with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, Cambodia and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming. Our operations also face increased competition from new developments in Malaysia, Australia and South Korea.
Our Macao and Singapore operations will also compete with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, Cambodia and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming. Our operations also face increased competition from new developments in Malaysia, Australia and South Korea.
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.
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. We could be negatively impacted by environmental, social and governance and sustainability matters .
The Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.
The Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it 27 Table of Contents intends to be listed in foreign countries.
Restrictions on the remittance of the renminbi from mainland China may impede the flow of gaming customers from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.
Restrictions on the remittance of the Renminbi from mainland China may impede the flow of gaming patrons from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.
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. We are primarily dependent upon our Asia properties for all of our cash.
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 . 20 Table of Contents We are primarily dependent upon our Asia properties for all of our cash flow.
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.
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 past, have resulted, in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect, and in the past, has adversely affected, the number of visitors to our properties.
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.
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. Risks Associated with Our International Operations Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us .
We extend credit to a portion of our customers and we may not be able to collect gaming receivables from our credit players. We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured.
We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons . We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured.
From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
On December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
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.
Slowdown in economic growth or changes of China's current policies 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 Integrated Resorts as well as the amounts they are willing and able to spend while at our properties.
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 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.
These items are subject to challenges and risks that could affect our business, including: our incurrence of significant transaction costs in connection with a pending transaction or investment, regardless of whether it is completed; the restrictions on and obligations with respect to our business that may exist in connection with the pending transaction or investment; fluctuations in our market value, including the depreciation in our market value if the pending transaction or investment is not completed or the failure of the transaction or investment, even if completed, to increase our market value; and failure to integrate acquired businesses successfully or achieve the anticipated benefits or synergies of the transaction.
These items are subject to challenges and risks that could affect our business, including: our incurrence of significant transaction costs in connection with a pending transaction or investment, regardless of whether it is completed; the restrictions on and obligations with respect to our business that may exist in connection with the pending transaction or investment; fluctuations in our market value, including the depreciation in our market value if the pending transaction or investment is not completed or the failure of the transaction or investment, even if completed, to increase our market value; the significant expansion in legalized forms of internet gaming and online sports betting; and failure to integrate acquired businesses successfully or achieve the anticipated benefits or synergies of the transaction.
We have announced various ESG goals, commitments and initiatives, including with respect to climate change and other sustainability matters, our economic and social impact and human capital management.
We have announced various ESG goals, 31 Table of Contents commitments and initiatives, including with respect to climate change and other sustainability matters, our economic and social impact and human capital management.
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.
Infectious diseases may severely disrupt, and in the past, have severely disrupted, domestic and international travel, which would result in a decrease in customer visits to Macao and Singapore, including our properties.
There are also restrictions on the remittance of the renminbi from mainland China and the amount of renminbi that can be converted into foreign currencies, including the pataca and Hong Kong dollar.
There are also restrictions on the remittance of the Renminbi from mainland China and the amount of Renminbi that can be converted into foreign currencies, including the pataca and HKD.
General 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.
General 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.
Human Capital Related Risk Factors • We depend on the continued services of key officers. • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor. • Labor actions and other labor problems could negatively impact our operations.
Human Capital Related Risk Factors • We depend on the continued services of key officers. • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.
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.
Table games patrons typically are extended more credit than slot patrons, and high-stakes patrons typically are extended more credit than patrons who tend to wager lesser amounts. During the year ended December 31, 2024, approximately 9.5% and 10.8% of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.
Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
China’s economy differs from the economies of most developed countries, including the structure of the economy, level of government involvement, level of development, growth rate, control of capital inflows and outflows, control of foreign exchange and allocation of resources. 26 Table of Contents Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
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.
VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas . 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.
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.
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. There are significant risks associated with our current and planned construction projects .
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.
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.
However, the compensation paid may not be adequate to compensate us for the loss of future revenues. 30 Table of Contents Under the casino regulatory framework in Singapore, our casino license may be terminated in the event of Marina Bay Sands' serious non-compliance with its obligations under the casino regulations or our casino license conditions, and the development agreements between Marina Bay Sands and the STB contain events of default that could permit the STB to terminate the agreement without compensation to us.
Under the casino regulatory framework in Singapore, our casino license may be terminated in the event of Marina Bay Sands' serious non-compliance with its obligations under the casino regulations or our casino license conditions, and the development agreements between Marina Bay Sands and the STB contain events of default that could permit the STB to terminate the agreement without compensation to us.
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”).
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”).
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.
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.
As of December 31, 2023, we had $14.03 billion of long-term debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities). This indebtedness could have important consequences to us.
As of December 31, 2024, we had $13.75 billion of debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities). This indebtedness could have important consequences for us.
In addition to the element of chance, win rates are also affected by other factors, including players' skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played.
The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including patrons' skill and experience, the mix of games played, the financial resources of patrons, the spread of table limits, the volume of bets played and the amount of time played.
Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation. However, the compensation paid may not be adequate to compensate us for the loss of future revenues.
Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation.
Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending.
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 . Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending.
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.
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.
There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals in Macao is likely to increase as other competitors expand their operations.
There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals is likely to continue.
Our inability to collect gaming debts could have a significant adverse effect on our results of operations and cash flows. 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. The gaming industry is characterized by an element of chance.
Our inability to collect gaming debts could have a significant adverse effect on our results of operations and cash flows. 22 Table of Contents Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings .
Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, potential approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming industry, and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.
Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our Singapore debt is secured by liens on substantially all of the assets of our Singapore operations. 21 Table of Contents Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, potential approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming industry, and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.
Our Macao properties compete with numerous other casinos located within Macao. Additional Macao facilities announced by our competitors and the increasing capacity of hotel rooms in Macao could add to the competitive dynamic of the market.
Additional Macao facilities announced by our competitors and the increasing capacity of hotel rooms in Macao could add to the competitive dynamic of the market.
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.
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.
If the winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our financial condition, results of operations and cash flows. 28 Table of Contents We face the risk of fraud and cheating.
If the winnings of our gaming patrons exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our financial condition, results of operations and cash flows. We face the risk of fraud and cheating . Our gaming patrons may attempt or commit fraud or cheat in order to increase winnings.
The ability of subsidiaries to make distributions to us depends on the earnings and 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, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
Also, our ability to convert large amounts of patacas and HKDs into U.S. dollars over a relatively short period may be limited. 25 Table of Contents The ability of subsidiaries to make distributions to us depends on the earnings and 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, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
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 February 2024, effective for the period from January 1, 2023 through December 31, 2025, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
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.
Until VML makes final payments to its contractors, VML has offset rights to collect amounts that may be owed to it by its contractors, including amounts owed under the indemnities relating to employer obligations. After VML has made the final payments, it may be more difficult for VML 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. 39 Table of Contents Certain of our debt instruments and other material agreements require us to maintain a certain minimum level of insurance.
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.
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.
Risks Related to Stock Ownership and Stockholder Matters The interests of our principal stockholders in our business may be different from yours . Dr. Miriam Adelson, her family members and trusts and other entities established for the benefit of Dr.
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. • 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.
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 .
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.
If restrictions are placed on the ability of our subsidiaries in Singapore, Macao and Hong Kong to make distributions or declare dividends or limitations of the pataca and HKD 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.
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.
Our VIP and mass market gaming players typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. A significant number of gaming patrons come to our casinos from mainland China.
For example, it could: • make it more difficult for us to satisfy our debt service obligations; • increase our vulnerability to general adverse economic and industry conditions; • impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes; • require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects; • limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; and • subject us to higher interest expense in the event of increases in interest rates.
For example, it could: • make it more difficult for us to satisfy our debt service obligations; • increase our vulnerability to general adverse economic and industry conditions; • impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes; • require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects; • limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; • require us to repurchase our SCL Senior Notes upon certain events, such as any change in gaming law or any action by a gaming authority after which none of the SCL members owns or manages casino or gaming areas or operates casino games of chance in Macao in substantially the same manner as SCL was at the issuance date of the SCL Senior Notes for a period of 30 consecutive days or more and results in a material adverse effect on the financial condition, business, properties or results of operations; • place us at a competitive disadvantage compared to our competitors that have less debt; and • subject us to higher interest expense in the event of increases in interest rates.
Our tax arrangements with the Macao government may not be available on terms favorable to us or at all. We have had the benefit of a corporate tax exemption in Maca o, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities.
We have had the benefit of a corporate tax exemption in Maca o, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities. We will continue to benefit from this tax exemption through December 31, 2027.
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.
We have a principal amount of $3.16 billion, $3.49 billion, $1.45 billion, $1.91 billion and $1.91 billion in debt maturing during the years ending December 31, 2025, 2026, 2027, 2028 and 2029, respectively.
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.
We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapore and the U.S. (federal, state and local levels). 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.
As noted in “Development Projects - New York,” there is litigation associated with the Procedural Steps for our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York.
There is litigation associated with our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.
Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong dollar in Macao. Although currently permitted, we cannot assure you patacas will continue to be freely exchangeable into U.S. dollars.
Our revenues in Macao are denominated in patacas, the legal currency of Macao, and HKD. The Macao pataca is pegged to the HKD and, in many cases, is used interchangeably with the HKD in Macao. The HKD is pegged to the U.S. dollar.
These changes may have a material adverse effect on our financial condition, results of operations and cash flows. Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations.
Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore.
Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations.
Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff.
In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity.
In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity. However, the compensation paid may not be adequate to compensate us for the loss of future revenues.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed8 unchanged
Biggest changeWe also engage third-party providers to perform periodic risk-based assessments of our cybersecurity programs, and also leverage our internal audit department, supported by third-party technical experts, to conduct periodic risk-based audits of our cybersecurity programs. 41 Table of Contents Our Enterprise Risk Management (“ERM”) process, which is governed by an ERM Committee, includes a review of our cybersecurity programs.
Biggest changeAs part of our programs, we assess our third-party vendors for relevant risks which may impact the Company. We also engage third-party providers to perform periodic risk-based assessments of our cybersecurity programs, and also leverage our internal audit department, supported by third-party technical experts, to conduct periodic risk-based audits of our cybersecurity programs.
The CISO has over 27 years of cybersecurity experience, 25 years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational analysis, a bachelor’s degree in operations research and holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security Professional (“CISSP”).
The CISO has over 28 years of cybersecurity experience, 26 years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational analysis, a bachelor’s degree in operations research and holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security Professional (“CISSP”).
See “Item 1A. — 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.” for more detailed information on cybersecurity risks and the potential impacts.
See “Item 1A. — Risk Factors — Failure to maintain the integrity of our information and information systems or comply with 32 Table of Contents applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business” for more detailed information on cybersecurity risks and the potential impacts.
The ERM Committee, which is led by our executive vice president and chief financial officer, meets regularly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.
Our Enterprise Risk Management (“ERM”) process, which is governed by an ERM Committee, includes a review of our cybersecurity programs. The ERM Committee, which is led by our executive vice president and chief financial officer, meets quarterly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.
Removed
As part of our programs, we assess our third-party vendors for relevant risks which may impact the Company.

Item 2. Properties

Properties — owned and leased real estate

1 edited+4 added−1 removed8 unchanged
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).
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 exchange for an annual fee.
Removed
These compensation amounts will be adjusted annually based on the Macao average price index for the preceding year.
Added
This fee, calculated based on a price per square meter of reverted gaming area, is set at 750 patacas per square meter for the first three years and will increase to 2,500 patacas for the remaining seven years (approximately $94 and $313, respectively, at exchange rates in effect on December 31, 2024).
Added
Furthermore, the fee per square meter will be subject to an annual adjustment based on the previous year's average price index in Macao.
Added
On January 8, 2025, MBS entered into the Second Supplemental Agreement whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019.
Added
The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation are estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder due in 2026.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−0 removed7 unchanged
Biggest changeRecent 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.
Biggest changePurchases 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, 2024: 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, 2024 — October 31, 2024 1,128,075 $ 53.18 1,128,075 $ 1,940 November 1, 2024 — November 30, 2024 6,291,417 $ 50.00 6,291,417 $ 1,625 December 1, 2024 — December 31, 2024 1,386,441 $ 54.38 1,386,441 $ 1,550 Total 8,805,933 8,805,933 ____________________ (1) Calculated excluding commissions. 34 Table of Contents (2) In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which was to expire on November 2, 2018.
Our Board of Directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders.
Our Board of Directors is also authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders.
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.
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 — 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.
Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' long-term debt arrangements place restrictions on their ability to pay cash dividends to the Company.
Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' debt arrangements place restrictions on their ability to pay cash dividends to the Company.
(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.
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.
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.
On October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.
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.
All share repurchases of our common stock have been recorded as treasury shares. 35 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 (“S&P 500”) and the Dow Jones US Gambling Index, during the five years ended December 31, 2024.
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.
In January 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $179 million) to be paid on February 19, 2025, to stockholders of record on February 10, 2025. We expect this level of dividend to continue quarterly through the remainder of 2025.
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.
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 5, 2025, there were 715,934,671 shares of our common stock outstanding that were held by 279 stockholders of record.
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.
The stock price performance in this graph is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Las Vegas Sands Corp. $ 100.00 $ 88.00 $ 55.57 $ 70.97 $ 73.20 $ 77.73 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Dow Jones US Gambling Index $ 100.00 $ 89.66 $ 78.17 $ 58.28 $ 75.96 $ 75.79 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.
Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.
Our Board of Directors will continue to assess the level of appropriateness of any cash dividends. 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
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.

Item 7. Management's Discussion & Analysis

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

117 edited+44 added−34 removed59 unchanged
Biggest changeThese 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.
Biggest changeThese factors include, but are not limited to, the risks associated with: • Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy; • Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations; • Our business is sensitive to the willingness of our customers to travel; • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate; • Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate; • We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries; • Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations; • We are subject to fluctuations in foreign currency exchange rates; • We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons; • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings; • We face the risk of fraud and cheating; • Our operations face significant competition, which may increase in the future; • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful; • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows; • There are significant risks associated with our current and planned construction projects; • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us; • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted; • The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face; • Conducting business in Macao and Singapore has certain political and economic risks; • Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates; • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi; 53 Table of Contents • VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas; • Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations; • The interests of our principal stockholders in our business may be different from yours; • Conflicts of interest may arise because certain of our directors and officers are also directors of SCL; • We depend on the continued services of key officers; • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor; • Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business; • We may fail to establish and protect our IP rights and could be subject to claims of IP infringement; • The licensing of our trademarks to third parties could result in reputational harm for us; • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future; • We are subject to changes in tax laws and regulations; • We could be negatively impacted by environmental, social and governance and sustainability matters; and • Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.
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 it is “more-likely-than-not” such assets will not be realized based on the available evidence. 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.
Additionally, the Company's non-cancelable contractual obligations also include agreements with certain celebrities and professional sports leagues and teams for the hosting of events, advertising, marketing, promotional and sponsorship opportunities in order to promote the Company’s brand and services.
The Company's non-cancelable contractual obligations also include agreements with certain celebrities and professional sports leagues and teams for the hosting of events, advertising, marketing, promotional and sponsorship opportunities in order to promote the Company’s brand and services.
Gaming Assets under the Macao Concession As we will continue to operate the Gaming Assets, as defined in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Property and Equipment, Net,” in the same manner as under the previous subconcession, obtain substantially all of the economic benefits and bear all of the risks arising from the use of these assets, as well as assuming VML will be successful in being awarded a new concession upon expiry of the current concession, we will continue to recognize these Gaming Assets as property and equipment over their remaining estimated useful lives.
Gaming Assets under the Macao Concession As we continue to operate the Gaming Assets, as defined in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Property and Equipment, Net,” in the same manner as under the previous subconcession, obtain substantially all of the economic benefits and bear all of the risks arising from the use of these assets, as well as assume VML will be successful in being awarded a new concession upon expiry of the current concession, we continue to recognize these Gaming Assets as property and equipment over their remaining estimated useful lives.
Management will reassess the realization of deferred tax assets each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies.
Management will reassess the realization of deferred tax assets at each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies.
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.
(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.
During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions.
During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions.
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.
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 2024, we achieved milestones in advancing several of our strategic objectives.
The losses incurred for the year ended December 31, 2023, were primarily due to $13 million in demolition costs related to renovations at Marina Bay Sands and $12 million in disposals and demolition costs at our Macao operations.
The losses incurred for the year ended December 31, 2023, were $14 million at Marina Bay Sands primarily due to demolition costs related to renovations and $12 million in disposals and demolition costs at our Macao operations.
(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 — 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.
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.
Of the $2.69 billion, approximately $2.14 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.
We also specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other known information and adjust the aforementioned reserve with the results from the individual reserve analysis.
We also specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other 54 Table of Contents known information and adjust the aforementioned reserve with the results from the individual reserve analysis.
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.
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 $563 million at exchange rates in effect on December 31, 2024), we would be required to pay the difference as the special annual gaming premium.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts 55 Table of Contents of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies.
Operating revenues at Sands Macao are principally driven by casino customers who visit the property on a daily basis. Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts.
Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis. Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts.
We also utilized $505 million for common stock repurchases and $305 million for dividend payments related to our stockholder return of capital program, and funded $250 million for a forward contract to purchase common stock of SCL to increase our equity ownership in SCL.
We also utilized $505 million for common stock repurchases and $305 million for dividend payments related to our stockholder return of capital program, and funded $250 million to purchase common stock of SCL to increase our equity ownership in SCL.
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.
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 $43 million compared to the year ended December 31, 2023.
In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.
In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.
In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.
In addition, we post certain information regarding SCL, a subsidiary of LVSC with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.
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.
We could be subject to examination for tax years beginning in 2020 in Macao and Singapore and tax years 2010 through 2015 and 2020 through 2023 in the U.S.
Under the Concession, although not a restriction, we have to provide a five-day prior notification to the Macao government for any major financial decisions exceeding 10% of the share capital of VML. Special Note Regarding Forward-Looking Statements This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Under the Concession, although not a restriction, we have to provide a five-day prior notification to the Macao government for any major financial decisions exceeding 10% of the share capital of VML. 52 Table of Contents Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
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.
Actual win and hold percentages 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, 9.5% and 10.8% , respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2024.
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.
Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.30% in Macao and Singapore.
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.
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.
(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).
(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 $94 and $313 , respectively, at exchange rates in effect on December 31, 2024).
We also had $31 million in imputed interest expense on the VML Concession financial liability in 2023 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 — Goodwill and Intangible Assets, Net”).
We also recorded $30 million in imputed interest expense on the VML Concession financial liability in 2024 and 2023 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 —Goodwill and Intangible Assets, Net”).
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.
Loss on disposal or impairment of assets was $50 million for the year ended December 31, 2024, compared to $27 million for the year ended December 31, 2023.
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.
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 and related interest and penalties of $148 million and $141 million as of December 31, 2024 and 2023, 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 recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $314 million and $394 million as of December 31, 2024 and 2023, respectively, and a valuation allowance on certain U.S. foreign tax credit carryforwards of $2.46 billion and $3.49 billion as of December 31, 2024 and 2023, respectively.
(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.
(8) We are party to certain operating leases for real estate, which primarily include $285 million related to long-term land leases in Macao with an anticipated lease term of 50 years, $15 million related to a long-term land lease in Las Vegas with a 40-year lease term, and $15 million related to office space in Singapore with a 5-year lease term.
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 believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders. 37 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.
Credit or marker play was 10.6% and 11.9% of table games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2023. Our provision for casino credit losses was 40.2% and 61.6% of gross casino receivables as of December 31, 2023 and 2022, respectively.
Credit or marker play was 9.5% and 10.8% of table games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2024. Our provision for casino credit losses was 39.0% and 40.2% of gross casino receivables as of December 31, 2024 and 2023, respectively.
On August 16, 2023 and November 15, 2023, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, for the year ended December 31, 2023, we recorded $305 million as a distribution against retained earnings.
On February 14, May 15, August 14 and November 13, 2024, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, for the year ended December 31, 2024, we recorded $591 million as a distribution against retained earnings.
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.
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.
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.
Summary We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.65 billion and access to $1.50 billion, $2.51 billion and $433 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of December 31, 2024.
These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.
These statements represent our expectations, beliefs, intentions or strategies concerning future events that, by their nature, involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance, achievements or other expectations to be materially different from any future results, performance, achievements or other expectations expressed or implied by these forward-looking statements.
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.
These amounts were related to the noncontrolling interest of SCL. 46 Table of Contents 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, 2024 and 2023: 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, 2024 Mall revenues: Minimum rents (1) $ 185 $ 125 $ 45 $ 16 $ 176 Overage rents 13 22 13 3 53 CAM, levies and direct recoveries 32 11 19 8 33 Total mall revenues 230 158 77 27 262 Mall operating expenses: Common area maintenance 15 6 9 5 20 Marketing and other direct operating expenses 9 8 5 3 7 Mall operating expenses 24 14 14 8 27 Property taxes (2) 1 — — — 5 Mall-related expenses (3) $ 25 $ 14 $ 14 $ 8 $ 32 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 ____________________ Note: This table excludes the results of our mall operations at Sands Macao.
Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.
Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial 44 Table of Contents measures.
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.
Our income tax expense was $208 million on income before income taxes of $1.96 billion for the year ended December 31, 2024, resulting in a 10.6% effective income tax rate. This compares to a 19.4% effective income tax rate for the year ended December 31, 2023.
In the table above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
In the table above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses.
During the year ended December 31, 2023, we repurchased 11,121,497 shares of our common stock for $510 million (including commissions and $5 million in excise tax) under our current program. All share repurchases of our common stock have been recorded as treasury stock. We have approximately $1.50 billion remaining under our authorized share repurchase program.
During the year ended December 31, 2024, we repurchased 37,552,614 shares of our common stock for $1.77 billion (including $1 million in commissions and $17 million in excise tax) under our current program. All share repurchases of our common stock have been recorded as treasury stock. We have approximately $1.55 billion remaining under our authorized share repurchase program.
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.
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, 2024 2023 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 1,093 $ 1,054 3.7 % The Londoner Macao 543 516 5.2 % The Parisian Macao 297 269 10.4 % The Plaza Macao and Four Seasons Macao 321 308 4.2 % Sands Macao 56 59 (5.1) % Ferry Operations and Other 17 18 (5.6) % 2,327 2,224 4.6 % Marina Bay Sands 2,052 1,861 10.3 % Consolidated adjusted property EBITDA (1) $ 4,379 $ 4,085 7.2 % _________________________ (1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.
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.
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 and the mix of type of gaming tables as of December 31, 2024, the annual premium payable to the 51 Table of Contents Macao government is approximately $41 million for the years ending December 31, 2025 through December 31, 2029, respectively, and $122 million in aggregate thereafter through the termination of the Concession in December 2032.
(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.
(5) In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 35.80 billion patacas (approximately $4.48 billion at exchange rates in effect on December 31, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2024) in non-gaming projects.
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.
Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective from January 1, 2023 through December 31, 2025, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
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 61 Table of Contents February 6, 2024. We expect this level of dividend to continue quarterly through the remainder of 2024.
In January 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $179 million) to be paid on February 19, 2025, to stockholders of record on February 10, 2025. We expect this level of dividend to continue quarterly through the remainder of 2025.
The increase was due to increases of $85 million and $77 million at Marina Bay Sands and our Macao operations, respectively, driven by increased business volume at food outlets and banquets and consistent with increased property visitation.
Food and beverage expenses increased $31 million compared to the year ended December 31, 2023. The increase was due to increases of $24 million and $7 million at our Macao operations and Marina Bay Sands, respectively, driven by increased business volume at food outlets and banquets and consistent with increased property visitation.
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.
Pre-opening expenses for the year ended December 31, 2023, primarily related to the grand opening of The Londoner Macao and new guest rooms at Marina Bay Sands. Development expenses were $228 million for the year ended December 31, 2024, compared to $205 million for the year ended December 31, 2023.
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 income tax expense for the year ended December 31, 2024, 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 rate on our Macao gaming operations due to our income tax exemption in Macao.
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 A discussion of changes in our results of operations 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 — Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
As such, this calculation may not be comparable to the NOI of other mall operating companies. 47 Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 A discussion of changes in our results of operations between 2023 and 2022 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, 2023 Compared to the Year Ended December 31, 2022” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
We commenced work on Phase II of The Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.
We continued work on Phase II of The Londoner Macao, which primarily includes the renovation of the rooms in the Sheraton towers, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings. The Londoner Grand casino opened on September 26, 2024.
Other expense for the year ended December 31, 2023, was primarily attributable to foreign currency transaction losses driven by the U.S. dollar-denominated debt held by SCL, partially offset by foreign currency transaction gains driven by U.S dollar-denominated intercompany debt held by MBS.
Other income for the year ended December 31, 2024, was primarily attributable to foreign currency transaction gains driven by the U.S. dollar-denominated debt held by SCL and MBS, partially offset by an equity investment impairment loss.
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.
During the year ended December 31, 2024, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $157 million for our digital gaming related efforts and $65 million in New York and Texas.
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.
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.
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.
Convention, retail and other expenses increased $53 million compared to the year ended December 31, 2023, due to increases of $40 million and $13 million at our Macao operations and Marina Bay Sands, respectively.
Other expense was $8 million for the year ended December 31, 2023, compared to $9 million during the year ended December 31, 2022.
Other income was $10 million for the year ended December 31, 2024, compared to other expense of $8 million for the year ended December 31, 2023.
Airlift passenger movement has increased with a total of 59 million passengers having passed through Singapore's Changi Airport from January through December 2023, an increase of 83% and a decrease of 14% compared to 2022 and 2019, respectively. Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.
Airlift passenger movement has increased with a total of 68 million passengers having passed through Singapore's Changi Airport during the year ended December 31, 2024, an increase of 14.8% compared to the same period in 2023. Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.
Other Factors Affecting Earnings Interest income was $288 million for the year ended December 31, 2023, compared to $116 million for the year ended December 31, 2022. Interest income for the year ended December 31, 2023, was primarily attributable to $258 million in interest income on money market funds, bank deposits and treasury bills driven by higher interest rates.
Other Factors Affecting Earnings Interest income was $275 million for the year ended December 31, 2024, compared to $288 million for the year ended December 31, 2023. Interest income for the year ended December 31, 2024, primarily consisted of $200 million in interest income on money market funds, bank deposits and U.S. Treasury bills.
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”.
Year Ended December 31, 2024 2023 (In millions) Consolidated adjusted property EBITDA $ 4,379 $ 4,085 Other Operating Costs and Expenses Stock-based compensation (a) (27) (29) Corporate (290) (230) Pre-opening (14) (15) Development (228) (205) Depreciation and amortization (1,308) (1,208) Amortization of leasehold interests in land (60) (58) Loss on disposal or impairment of assets (50) (27) Operating income 2,402 2,313 Other Non-Operating Costs and Expenses Interest income 275 288 Interest expense, net of amounts capitalized (727) (818) Other income (expense) 10 (8) Income tax expense (208) (344) Net income $ 1,752 $ 1,431 _________________________ a) During the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $78 million and $72 million, respectively, of which $51 million and $43 million, respectively, was included in corporate expense in “Part II — Item 8 — Financial Statements and Supplementary Data — Consolidated Statements of Operations.” Adjusted property EBITDA at our Macao operations increased $103 million compared to the year ended December 31, 2023.
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.
Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Year Ended December 31, 2024 2023 (In millions) Net cash generated from operating activities $ 3,204 $ 3,227 Cash flows from investing activities: Capital expenditures (1,567) (1,017) Proceeds from disposal of property and equipment 1 3 Acquisition of intangible assets and other (13) (240) Net cash used in investing activities (1,579) (1,254) Cash flows from financing activities: Proceeds from exercise of stock options 1 4 Tax withholding on vesting of equity awards (5) (2) Repurchase of common stock (1,750) (505) Dividends paid (590) (305) Proceeds from debt 1,748 — Repayments of debt (2,074) (2,069) Payments of financing costs (60) (32) Settled contracts for purchase of noncontrolling interest (215) — Unsettled contract for purchase of noncontrolling interest (35) (250) Capped call option contract (48) — Other (32) (29) Net cash used in financing activities $ (3,060) $ (3,188) A discussion of changes in cash flows between 2023 and 2022 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, 2023.
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.
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.
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.
The increase at our Macao operations was primarily driven by increased visitation across our properties and new food and beverage outlets. The increase at Marina Bay Sands was primarily due to increased banquet revenue and new food and beverage outlets. Mall revenues decreased $12 million compared to the year ended December 31, 2023.
Room revenues increased $735 million compared to the year ended December 31, 2022. The increase was due to increases of $577 million and $158 million at our Macao operations and Marina Bay Sands, respectively.
Net casino revenues increased $781 million compared to the year ended December 31, 2023, due to increases of $505 million and $276 million at our Macao operations and Marina Bay Sands, respectively.
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 decrease was due to a $20 million decrease at our Macao operations, driven by a decrease in overage rent, which was partially offset by an $8 million increase at Marina Bay Sands, driven by an increase in base rent. 41 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, 2024 2023 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 230 $ 227 1.3 % Mall gross leasable area (in square feet) 822,424 818,686 0.5 % Occupancy 85.7 % 79.7 % 6.0 pts Base rent per square foot $ 290 $ 283 2.5 % Tenant sales per square foot (1) $ 1,581 $ 1,906 (17.1) % Shoppes at Londoner Total mall revenues $ 77 $ 66 16.7 % Mall gross leasable area (in square feet) 566,251 611,905 (7.5) % Occupancy 72.7 % 59.1 % 13.6 pts Base rent per square foot $ 163 $ 149 9.4 % Tenant sales per square foot (1) $ 1,457 $ 1,796 (18.9) % Shoppes at Parisian Total mall revenues $ 27 $ 32 (15.6) % Mall gross leasable area (in square feet) 296,818 296,352 0.2 % Occupancy 69.4 % 67.2 % 2.2 pts Base rent per square foot $ 99 $ 113 (12.4) % Tenant sales per square foot (1) $ 489 $ 710 (31.1) % Shoppes at Four Seasons Total mall revenues $ 158 $ 187 (15.5) % Mall gross leasable area (in square feet) 261,898 249,373 5.0 % Occupancy 96.5 % 92.9 % 3.6 pts Base rent per square foot $ 636 $ 611 4.1 % Tenant sales per square foot (1) $ 5,379 $ 7,594 (29.2) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 262 $ 254 3.1 % Mall gross leasable area (in square feet) 615,869 615,633 — % Occupancy 99.3 % 99.8 % (0.5) pts Base rent per square foot $ 357 $ 331 7.9 % Tenant sales per square foot (1) $ 2,878 $ 2,991 (3.8) % _________________________ Note: This table excludes the results of our retail outlets at Sands Macao.
In August 2018, we received an exemption from Macao's corporate income tax on profits generated by the operation of casino games of chance for the period of January 1, 2019 through June 26, 2022. In September 2022, we received an additional extension of this exemption for the period June 27, 2022 through December 31, 2022.
On February 5, 2024, we received an exemption from Macao's corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.
We also had increases in cash related to changes in working capital due to our gaming operations. Cash Flows — Investing Activities Capital expenditures for the year ended December 31, 2023, totaled $1.02 billion. Included in this amount was $584 million at Marina Bay Sands in Singapore, primarily due to Towers 1 and 2 room renovations.
Additionally, we funded $40 million for corporate and other costs. 48 Table of Contents Capital expenditures for the year ended December 31, 2023, totaled $1.02 billion . Included in this amount was $584 million at Marina Bay Sands in Singapore, primarily due to Towers 1 and 2 room renovations.
We are nearing completion of renovations in Tower 1 and Tower 2 to provide world-class suites and other luxury amenities at Marina Bay Sands and announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes.
We completed the renovations of Tower 1 and Tower 2 and introduced world-class suites and other luxury amenities at Marina Bay Sands. We continue with the renovation of the Tower 3 hotel rooms into world class suites, which is expected to be completed in phases during the first half of 2025, and other property changes.
We welcomed the return to normal operating conditions at our Macao operations with the relaxation of various COVID-19 restrictions beginning in late December 2022. Macao From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.
Macao From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic. The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.
As the exact timing of this spend has not been finalized, these amounts have not been included in the table above. We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variable in nature.
As of the date of this filing, the audit process for 2024 investments has not yet commenced. We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variable in nature.
As of December 31, 2023, our U.S. and Singapore leverage ratios, as defined per the respective credit facility agreements, were 3.3x and 1.7x, respectively, compared to the maximum leverage ratios allowed of 4.0x and 4.5x, respectively, while our SCL credit facility had a covenant waiver through January 1, 2024, as mentioned below.
As of December 31, 2024, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 2.51x, 3.22x and 1.49x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.
(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.
(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. 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.
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.
In addition, in certain portions included in this Annual Report on Form 10-K, the words: “anticipates,” “believes,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “positions,” “remains,” “seeks,” “will,” “would,” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements.
Operating Revenues Our net revenues consisted of the following: Year Ended December 31, 2023 2022 Percent Change (Dollars in millions) Casino $ 7,522 $ 2,627 186.3 % Rooms 1,204 469 156.7 % Food and beverage 584 301 94.0 % Mall 767 580 32.2 % Convention, retail and other 295 133 121.8 % Total net revenues $ 10,372 $ 4,110 152.4 % Consolidated net revenues were $10.37 billion for the year ended December 31, 2023, an increase of $6.26 billion compared to $4.11 billion for the year ended December 31, 2022, primarily driven by an increase of $4.93 billion at our Macao operations.
Operating Revenues Our net revenues consisted of the following: Year Ended December 31, 2024 2023 Percent Change (Dollars in millions) Casino $ 8,303 $ 7,522 10.4 % Rooms 1,274 1,204 5.8 % Food and beverage 607 584 3.9 % Mall 755 767 (1.6) % Convention, retail and other 359 295 21.7 % Total net revenues $ 11,298 $ 10,372 8.9 % Consolidated net revenues were $11.30 billion for the year ended December 31, 2024, an increase of $926 million compared to $10.37 billion for the year ended December 31, 2023, due to increases of $546 million and $380 million at our Macao operations and Marina Bay Sands, respectively.
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.
The increase at our Macao operations was driven by $14 million in ferry operations due to increased sailings resulting from increased visitation, $13 million in entertainment revenue and $1 million in convention revenue. 42 Table of Contents Operating Expenses Our operating expenses consisted of the following: Year Ended December 31, 2024 2023 Percent Change (Dollars in millions) Casino $ 4,611 $ 4,152 11.1 % Rooms 313 283 10.6 % Food and beverage 512 481 6.4 % Mall 87 88 (1.1) % Convention, retail and other 254 201 26.4 % Provision for credit losses 19 4 375.0 % General and administrative 1,150 1,107 3.9 % Corporate 290 230 26.1 % Pre-opening 14 15 (6.7) % Development 228 205 11.2 % Depreciation and amortization 1,308 1,208 8.3 % Amortization of leasehold interests in land 60 58 3.4 % Loss on disposal or impairment of assets 50 27 85.2 % Total operating expenses $ 8,896 $ 8,059 10.4 % Operating expenses were $8.90 billion for the year ended December 31, 2024, an increase of $837 million compared to $8.06 billion for the year ended December 31, 2023.
Our Board of Directors will continue to assess the level of appropriateness of any cash dividends. Share Repurchase Program On October 16, 2023, our Board of Directors authorized increasing the remaining share repurchase amount under our existing share repurchase program of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025.
Share Repurchase Program On October 22, 2024, the Company’s Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026.
Casino revenues at Marina Bay Sands increased by $1.0 billion due to increased table games and slot volumes, partially offset by a decrease in slot hold percentage.
Casino revenues at our Macao operations increased due to increased table games and slot volumes and Non-Rolling Chip win percentages, partially offset by decreased Rolling Chip win and slot hold percentages. Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes and Non-Rolling win percentage, partially offset by decreased Rolling Chip win percentage.
Lastly, we paid $32 million in deferred offering costs, primarily related to the amendment and restatement of the 2018 SCL Credit Facility, and $29 million in other financial liability payments.
Lastly, we paid $32 million in deferred offering costs, primarily related to the amendment and restatement of the 2018 SCL Credit Facility, and $29 million in other financial liability payments As of December 31, 2024, we had $4.44 billion available for borrowing under our U.S., Macao and Singapore revolving facilities, net of letters of credit.
Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made. The Company assumes no obligation to update any forward-looking statements, except as required by federal securities laws.
(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.
(4) Based on the 1-month rate as of December 31, 2024, Secured Overnight Financing Rate (“SOFR”) of 4.49%, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 4.58% and Singapore Overnight Rate Average (“SORA”) of 2.11% , plus the applicable interest rate spread in accordance with the respective debt agreements.
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.
Since then, visitation to our Macao Integrated Resorts and operations has improved. The Macao government announced total visitation from mainland China to Macao increased approximately 28.6% during the year ended December 31, 2024, as compared to the same period in 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed1 unchanged
Biggest changeWe may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates.
Biggest changeWe may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. There were no material balances denominated in U.S. dollars related to our Singapore operations as of December 31, 2024; however, these balances fluctuate to support our operations.
The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations. 69 Table of Contents
The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations. 56 Table of Contents
Our primary exposures to market risk are interest rate risk associated with our long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar instruments.
Our primary exposures to market risk are interest rate risk associated with our debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar instruments.
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.
The estimated fair value of our 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 debt to change by $294 million.
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.
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, 2024, the estimated fair value of our debt was approximately $13.35 billion, compared to its contractual value of $13.69 billion.
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).
Based on balances as of December 31, 2024, a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $18 million (net of the impact from the foreign currency swap agreements).
A 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.
A hypothetical 100 basis point change in SOFR, HIBOR and SORA would cause our annual interest cost on our debt to change by approximately $26 million. Foreign currency transaction gains for the year ended December 31, 2024, were $15 million primarily due to U.S. dollar denominated debt issued by SCL.

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