UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q | ||||||||||||||||||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission file number 001-32373
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 27-0099920 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
5420 S. Durango Dr., Las Vegas, Nevada, 89113 | |||||||||||
(Address of principal executive offices) (Zip Code) | |||||||||||
(702) 923-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock ($0.001 par value) | LVS | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |||||||||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |||||||||||||||||
| Emerging Growth Company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at October 22, 2025 | |||||||
| Common Stock ($0.001 par value) | 676,134,487 shares | |||||||
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
2
PART I FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except per share data) (Unaudited) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Casino | $ | 2,506 | $ | 1,936 | $ | 7,048 | $ | 6,199 | |||||||||||||||
| Rooms | 374 | 314 | 1,043 | 957 | |||||||||||||||||||
| Food and beverage | 165 | 152 | 453 | 450 | |||||||||||||||||||
| Mall | 199 | 189 | 572 | 537 | |||||||||||||||||||
| Convention, retail and other | 87 | 91 | 252 | 259 | |||||||||||||||||||
| Net revenues | 3,331 | 2,682 | 9,368 | 8,402 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Casino | 1,353 | 1,120 | 3,752 | 3,441 | |||||||||||||||||||
| Rooms | 89 | 79 | 257 | 234 | |||||||||||||||||||
| Food and beverage | 144 | 129 | 400 | 379 | |||||||||||||||||||
| Mall | 25 | 23 | 69 | 62 | |||||||||||||||||||
| Convention, retail and other | 61 | 62 | 177 | 177 | |||||||||||||||||||
| Provision for (recovery of) credit losses | 18 | (5) | 39 | 10 | |||||||||||||||||||
| General and administrative | 308 | 293 | 873 | 847 | |||||||||||||||||||
| Corporate | 78 | 68 | 220 | 215 | |||||||||||||||||||
| Pre-opening | 7 | 4 | 20 | 10 | |||||||||||||||||||
| Development | 72 | 55 | 210 | 169 | |||||||||||||||||||
| Depreciation and amortization | 368 | 324 | 1,101 | 960 | |||||||||||||||||||
| Amortization of leasehold interests in land | 21 | 15 | 56 | 45 | |||||||||||||||||||
| Loss on disposal or impairment of assets | 68 | 11 | 83 | 41 | |||||||||||||||||||
| 2,612 | 2,178 | 7,257 | 6,590 | ||||||||||||||||||||
| Operating income | 719 | 504 | 2,111 | 1,812 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 39 | 67 | 123 | 218 | |||||||||||||||||||
| Interest expense, net of amounts capitalized | (187) | (179) | (555) | (547) | |||||||||||||||||||
| Other income (expense) | 11 | 11 | (12) | 16 | |||||||||||||||||||
| Loss on modification or early retirement of debt | — | — | (5) | — | |||||||||||||||||||
| Income before income taxes | 582 | 403 | 1,662 | 1,499 | |||||||||||||||||||
| Income tax expense | (91) | (50) | (244) | (139) | |||||||||||||||||||
| Net income | 491 | 353 | 1,418 | 1,360 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | (72) | (78) | (186) | (238) | |||||||||||||||||||
| Net income attributable to Las Vegas Sands Corp. | $ | 419 | $ | 275 | $ | 1,232 | $ | 1,122 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.61 | $ | 0.38 | $ | 1.77 | $ | 1.52 | |||||||||||||||
| Diluted | $ | 0.61 | $ | 0.38 | $ | 1.77 | $ | 1.51 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 682 | 730 | 696 | 740 | |||||||||||||||||||
| Diluted | 685 | 731 | 698 | 742 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) (Unaudited) | |||||||||||||||||||||||
| Net income | $ | 491 | $ | 353 | $ | 1,418 | $ | 1,360 | |||||||||||||||
| Currency translation adjustment | (14) | 136 | 115 | 66 | |||||||||||||||||||
Foreign currency hedge adjustments | 74 | 3 | (11) | (11) | |||||||||||||||||||
| Total comprehensive income | 551 | 492 | 1,522 | 1,415 | |||||||||||||||||||
Comprehensive income attributable to noncontrolling interests | (87) | (80) | (183) | (236) | |||||||||||||||||||
| Comprehensive income attributable to Las Vegas Sands Corp. | $ | 464 | $ | 412 | $ | 1,339 | $ | 1,179 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
| Las Vegas Sands Corp. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Capital in Excess of Par Value | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||
| (In millions) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | 1 | $ | (5,850) | $ | 6,508 | $ | (53) | $ | 3,148 | $ | 140 | $ | 3,894 | |||||||||||||||||||||||||||
Net income | — | — | — | — | 275 | 78 | 353 | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | — | — | — | 135 | — | 1 | 136 | ||||||||||||||||||||||||||||||||||
Foreign currency hedge adjustments | — | — | — | 2 | — | 1 | 3 | ||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | 13 | — | — | 1 | 14 | ||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | (454) | — | — | — | — | (454) | ||||||||||||||||||||||||||||||||||
Unsettled contract for purchase of noncontrolling interest | — | — | (103) | — | — | — | (103) | ||||||||||||||||||||||||||||||||||
| Capped call option contract | — | — | (50) | — | — | — | (50) | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.20 per share) (Note 7) | — | — | — | — | (147) | — | (147) | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 1 | $ | (6,304) | $ | 6,369 | $ | 84 | $ | 3,276 | $ | 221 | $ | 3,647 | |||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 1 | $ | (4,991) | $ | 6,481 | $ | 27 | $ | 2,600 | $ | (14) | $ | 4,104 | |||||||||||||||||||||||||||
Net income | — | — | — | — | 1,122 | 238 | 1,360 | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | — | — | — | 65 | — | 1 | 66 | ||||||||||||||||||||||||||||||||||
Foreign currency hedge adjustments | — | — | — | (8) | — | (3) | (11) | ||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | 41 | — | — | 2 | 43 | ||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of equity awards | — | — | (4) | — | — | — | (4) | ||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | (1,313) | — | — | — | — | (1,313) | ||||||||||||||||||||||||||||||||||
Settlement of contracts for purchase of noncontrolling interest | — | — | 3 | — | — | (3) | — | ||||||||||||||||||||||||||||||||||
Unsettled contract for purchase of noncontrolling interest | — | — | (103) | — | — | — | (103) | ||||||||||||||||||||||||||||||||||
Capped call option contract | — | — | (50) | — | — | — | (50) | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.60 per share) (Note 7) | — | — | — | — | (446) | — | (446) | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 1 | $ | (6,304) | $ | 6,369 | $ | 84 | $ | 3,276 | $ | 221 | $ | 3,647 | |||||||||||||||||||||||||||
6
| LAS VEGAS SANDS CORP. AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED) | |||||||||||||||||||||||||||||||||||||||||
| Las Vegas Sands Corp. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Capital in Excess of Par Value | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||
| (In millions) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 1 | $ | (8,021) | $ | 6,093 | $ | 4 | $ | 3,914 | $ | 291 | $ | 2,282 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 419 | 72 | 491 | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | — | — | — | (16) | — | 2 | (14) | ||||||||||||||||||||||||||||||||||
Foreign currency hedge adjustments | — | — | — | 61 | — | 13 | 74 | ||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 15 | — | — | — | 15 | ||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | (505) | — | — | — | — | (505) | ||||||||||||||||||||||||||||||||||
Settlement of contracts for purchase of noncontrolling interest | — | — | (264) | — | — | (15) | (279) | ||||||||||||||||||||||||||||||||||
Unsettled contract for purchase of noncontrolling interest | — | — | 41 | — | — | — | 41 | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.25 per share) and noncontrolling interest payments (Note 7) | — | — | — | — | (172) | (67) | (239) | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 1 | $ | (8,526) | $ | 5,886 | $ | 49 | $ | 4,161 | $ | 296 | $ | 1,867 | |||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 1 | $ | (6,759) | $ | 6,245 | $ | (58) | $ | 3,455 | $ | 276 | $ | 3,160 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 1,232 | 186 | 1,418 | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | — | — | — | 116 | — | (1) | 115 | ||||||||||||||||||||||||||||||||||
Foreign currency hedge adjustments | — | — | — | (9) | — | (2) | (11) | ||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | 39 | — | — | 1 | 40 | ||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of equity awards | — | — | (2) | — | — | — | (2) | ||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | (1,767) | — | — | — | — | (1,767) | ||||||||||||||||||||||||||||||||||
Settlement of contracts for purchase of noncontrolling interest | — | — | (390) | — | — | (26) | (416) | ||||||||||||||||||||||||||||||||||
Unsettled contract for purchase of noncontrolling interest | — | — | (59) | — | — | — | (59) | ||||||||||||||||||||||||||||||||||
| Capped call option contract | — | — | 52 | — | — | — | 52 | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.75 per share) and noncontrolling interest payments (Note 7) | — | — | — | — | (526) | (138) | (664) | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 1 | $ | (8,526) | $ | 5,886 | $ | 49 | $ | 4,161 | $ | 296 | $ | 1,867 | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) (Unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 1,418 | $ | 1,360 | |||||||
| Adjustments to reconcile net income to net cash generated from operating activities: | |||||||||||
| Depreciation and amortization | 1,101 | 960 | |||||||||
| Amortization of leasehold interests in land | 56 | 45 | |||||||||
| Amortization of deferred financing costs and original issue discount | 43 | 44 | |||||||||
| Paid-in-kind interest income | (1) | (53) | |||||||||
| Loss on modification or early retirement of debt | 5 | — | |||||||||
| Loss on disposal or impairment of assets | 74 | 16 | |||||||||
| Stock-based compensation expense | 39 | 42 | |||||||||
| Provision for credit losses | 39 | 10 | |||||||||
| Foreign exchange (gain) loss | 19 | (17) | |||||||||
| Deferred income taxes | (56) | (16) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (155) | 69 | |||||||||
| Other assets | (26) | (28) | |||||||||
| Leasehold interests in land | (848) | — | |||||||||
| Accounts payable | 1 | (30) | |||||||||
| Other liabilities | 110 | (113) | |||||||||
| Net cash generated from operating activities | 1,819 | 2,289 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (894) | (1,020) | |||||||||
| Proceeds from disposal of property and equipment | 7 | 1 | |||||||||
| Acquisition of intangible assets and other | (75) | (10) | |||||||||
Other | 11 | — | |||||||||
| Net cash used in investing activities | (951) | (1,029) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock options | 1 | 1 | |||||||||
| Tax withholding on vesting of equity awards | (2) | (4) | |||||||||
| Repurchase of common stock | (1,716) | (1,300) | |||||||||
| Dividends paid and noncontrolling interest payments | (664) | (445) | |||||||||
| Proceeds from debt | 6,781 | 1,748 | |||||||||
| Repayments of debt | (4,887) | (1,979) | |||||||||
| Payments of financing costs | (201) | (21) | |||||||||
| Settled contracts for purchase of noncontrolling interest | (416) | — | |||||||||
| Unsettled contracts for purchase of noncontrolling interest | (59) | (103) | |||||||||
| Other | (29) | (78) | |||||||||
| Net cash used in financing activities | (1,192) | (2,181) | |||||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents | 27 | 25 | |||||||||
| Decrease in cash, cash equivalents and restricted cash and cash equivalents | (297) | (896) | |||||||||
| Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 3,775 | 5,229 | |||||||||
| Cash, cash equivalents and restricted cash and cash equivalents at end of period | $ | 3,478 | $ | 4,333 | |||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Cash payments for interest, net of amounts capitalized | $ | 567 | $ | 563 | |||||||
| Cash payments for taxes, net of refunds | $ | 232 | $ | 206 | |||||||
Change in construction-related payables | $ | (83) | $ | 210 | |||||||
Excise tax accrued on repurchase of common stock | $ | 17 | $ | 13 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2024, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.
Development Projects
Macao
The Company operates gaming areas within the Macao Special Administrative Region (“Macao”), pursuant to a 10-year concession agreement (the “Concession”), which expires on December 31, 2032. As part of the Concession entered into by Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd. (“SCL”), a majority-owned subsidiary of the Company) and the Macao government, VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on September 30, 2025). Of this total, 33.39 billion patacas (approximately $4.16 billion at exchange rates in effect on September 30, 2025) must be invested in non-gaming projects. These investments must be accomplished by December 2032.
Pursuant to the Concession, the Company has spent approximately $168 million on these projects for the year ended December 31, 2023. This amount was reviewed and confirmed as qualified spend under the Concession by the Macao government following an audit conducted in July 2024, with results issued in November 2024. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year. As of the date of this filing, the audit process for the Company’s investments spent during the year ended December 31, 2024, has commenced.
Phase II of The Londoner Macao primarily includes the conversion of the Sheraton Grand Macao into the Londoner Grand, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings. The conversion of the Sheraton Grand Macao into the Londoner Grand was completed in the second quarter of 2025 and represents Macao’s first Marriott International Luxury Collection hotel. Construction of the newly renovated rooms and suites at the Londoner Grand was completed in early April 2025 and resulted in a total of 2,405 rooms and suites. These projects were substantially completed during the first quarter of 2025.
Singapore
In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (“STB”) entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands. The MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
On January 8, 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Land Premium”). These allocations prescribe and limit the use of the gross floor area for hotel, gaming, retail, food and beverage, MICE and arena at the MBS Expansion Project site. The Second Supplemental Agreement also formalized the dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project, being July 8, 2025 and July 8, 2029, respectively. Construction works for the project commenced as of May 26, 2025, before the requisite commencement date under the Second Supplemental Agreement.
9
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
While the Company’s current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.
The Company’s estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of the additional 2,000 square meters of gaming area, increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.
The Company has incurred approximately $2.4 billion as of September 30, 2025, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payment of 1.13 billion Singapore dollars (“SGD,” approximately $848 million at exchange rates in effect at the time of the payment) for the Additional Gaming Area payment, which was made on April 2, 2025.
The Tower 3 hotel room renovations at Marina Bay Sands into world class suites were completed in the second quarter of 2025 and the Company is continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings. As of September 30, 2025, the Company has incurred $416 million in costs to complete these projects, which are in addition to the MBS Expansion Project. The completion of the renovations of Towers 1, 2 and 3 resulted in a total of 1,844 rooms including 775 suites.
New York
On June 2, 2023, the Company acquired the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York. The Company purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort. On April 23, 2025, the Company announced its decision to cease pursuit of a casino license from the state of New York in light of concerns regarding a lower anticipated return on investment due to various factors, including the impact of the potential legalization of online gaming on the New York market. The Company continues to consider potential acquirors and other development opportunities for the Nassau Coliseum site. There is no assurance the Company will be able to accomplish a sale or other development opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.
Intercompany Loan Agreement with SCL
On March 27, 2025, SCL repaid in full to LVSC the outstanding intercompany loan balance and any outstanding interest totaling $1.07 billion.
Recent Accounting Pronouncements
New Pronouncements Issued
In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 will be effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods and should be applied prospectively. The Company determined it will not apply the practical expedient and therefore ASU 2025-05 will have no impact on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which revises the approach to accounting for internal-use software costs by eliminating all references to the stages of software development projects, thereby making the guidance adaptable to a variety of software development methodologies. ASU 2025-06 will be effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective, modified or retrospective basis, with early adoption permitted. The Company is currently assessing the effect the guidance will have on the Company's financial condition, results of operations and cash flows.
10
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities
Accounts Receivable and Provision for Credit Losses
Accounts receivable consists of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
Casino | $ | 636 | $ | 462 | |||||||
Rooms | 23 | 28 | |||||||||
Mall | 46 | 63 | |||||||||
Other | 37 | 50 | |||||||||
| 742 | 603 | ||||||||||
Less - provision for credit losses | (194) | (186) | |||||||||
| $ | 548 | $ | 417 | ||||||||
The following table shows the movement in the provision for credit losses recognized for accounts receivable:
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Balance at January 1 | $ | 186 | $ | 201 | |||||||
| Current period provision for credit losses | 39 | 10 | |||||||||
| Write-offs | (36) | (23) | |||||||||
Recoveries of receivables previously written-off | — | 1 | |||||||||
Exchange rate impact | 5 | 2 | |||||||||
Balance at September 30 | $ | 194 | $ | 191 | |||||||
Customer Contract Related Liabilities
The Company provides numerous products and services to its patrons. There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.
The following table summarizes the liability activity related to contracts with customers:
| Outstanding Chip Liability | Loyalty Program Liability | Customer Deposits and Other Deferred Revenue(1) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Balance at January 1 | $ | 112 | $ | 135 | $ | 38 | $ | 45 | $ | 763 | $ | 690 | |||||||||||||||||||||||
Balance at September 30 | 137 | 129 | 36 | 39 | 819 | 780 | |||||||||||||||||||||||||||||
| Increase (decrease) | $ | 25 | $ | (6) | $ | (2) | $ | (6) | $ | 56 | $ | 90 | |||||||||||||||||||||||
____________________
(1)Of this amount, $173 million and $175 million as of September 30 and January 1, 2025, and $174 million and $167 million as of September 30 and January 1, 2024, respectively, related to mall deposits that are accounted for based on lease terms usually greater than one year.
11
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 3 — Leasehold Interests in Land, Net
Leasehold interests in land consist of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
| Marina Bay Sands | $ | 2,954 | $ | 1,969 | |||||||
| The Londoner Macao | 290 | 290 | |||||||||
| The Venetian Macao | 236 | 236 | |||||||||
The Plaza Macao and Four Seasons Macao | 105 | 106 | |||||||||
| The Parisian Macao | 88 | 88 | |||||||||
| Sands Macao | 36 | 36 | |||||||||
| 3,709 | 2,725 | ||||||||||
| Less — accumulated amortization | (795) | (723) | |||||||||
| $ | 2,914 | $ | 2,002 | ||||||||
The Company recognized SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) in leasehold interests in land for MBS’ purchase of the Additional Gaming Area made on April 2, 2025. The remainder of the Additional Land Premium related to the Second Supplemental Agreement is expected to be approximately SGD 182 million (approximately $141 million at exchange rates in effect on September 30, 2025) and to be finalized at the end of 2025 or during the first quarter of 2026.
The estimated future amortization expense over the expected terms of the Company’s leasehold interests in land is approximately $20 million for the three months ending December 31, 2025, $78 million for each of the years ending December 31, 2026 through 2029, and $2.73 billion thereafter.
Note 4 — Goodwill and Intangible Assets, Net
Goodwill and intangible assets consist of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
Amortizable intangible assets: | |||||||||||
| Macao concession | $ | 499 | $ | 500 | |||||||
| Marina Bay Sands gaming license | 78 | 52 | |||||||||
| 577 | 552 | ||||||||||
| Less — accumulated amortization | (149) | (147) | |||||||||
| 428 | 405 | ||||||||||
Londoner Grand franchise rights | 57 | — | |||||||||
| Less — accumulated amortization | (3) | — | |||||||||
| 54 | — | ||||||||||
Technology, software and other | 7 | 38 | |||||||||
Total amortizable intangible assets, net | 489 | 443 | |||||||||
Goodwill | 103 | 102 | |||||||||
Total goodwill and intangible assets, net | $ | 592 | $ | 545 | |||||||
Amortization expense for all intangible assets was $57 million and $51 million for the nine months ended September 30, 2025 and 2024, respectively.
12
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The estimated future amortization expense over the expected terms of the Company’s intangible assets as of September 30, 2025, is as follows:
Amortization Expense | |||||
| (In millions) | |||||
Year ending December 31, | |||||
2025(1) | $ | 19 | |||
| 2026 | 79 | ||||
| 2027 | 80 | ||||
| 2028 | 62 | ||||
| 2029 | 54 | ||||
Thereafter | 188 | ||||
| $ | 482 | ||||
(1)Represents the three-month period ending December 31, 2025.
Marina Bay Sands Gaming License
In March 2025, the Company paid SGD 101 million (approximately $75 million at exchange rates in effect at the time of the transaction) to the Singapore Gambling Regulatory Authority (the “GRA”) as part of the process to renew its gaming license at Marina Bay Sands. This license is being amortized over its term of three years, which expires in April 2028, and is renewable upon submitting an application, paying the applicable license fee and meeting the requirements as determined by the GRA.
Londoner Grand Franchise Rights
On September 23, 2024, Venetian Orient Limited (“VOL,” a wholly owned subsidiary of SCL) entered into an agreement with Marriott International (“Marriott”) granting VOL the right to operate the Londoner Grand as a franchise under Marriott’s “Luxury Collection Hotel” brand effective January 1, 2025, for a period of 15 years. The agreement consists of a fixed fee subject to an annual inflation adjustment capped at 3% and other variable fees.
On January 1, 2025, the Company recognized an intangible asset and a corresponding financial liability of $57 million. This intangible asset represents the present value of the contractually obligated fixed payments over the term of the agreement. In the accompanying condensed consolidated balance sheet, the noncurrent portion of the financial liability was included in “Other long-term liabilities” and the current portion was included in “Other accrued liabilities.” The intangible asset is being amortized on a straight-line basis over the agreement term of 15 years.
Technology, Software and Other
The Company recorded a $51 million impairment charge on long-lived assets during the nine months ended September 30, 2025, in connection with the decision to no longer pursue certain digital gaming activities. The impairment charge is included in the “Loss on disposal or impairment of assets” line item in the accompanying condensed consolidated statement of operations. Of this amount, $31 million related to the impairment of the related technology and internal-use software.
13
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 5 — Debt
Debt consists of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
Corporate and U.S. Related(1): | |||||||||||
LVSC Senior Notes | |||||||||||
$500 million 2.900% Senior Notes due June 2025 | $ | — | $ | 500 | |||||||
$1.0 billion 3.500% Senior Notes due August 2026 (net of unamortized original issue discount and deferred financing costs of $2 and $3, respectively) | 998 | 997 | |||||||||
$750 million 5.900% Senior Notes due June 2027 (net of unamortized original issue discount and deferred financing costs of $3 and $5, respectively) | 747 | 745 | |||||||||
$1.0 billion 5.625% Senior Notes due June 2028 (net of unamortized original issue discount and deferred financing costs of $7) | 993 | — | |||||||||
$500 million 6.000% Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively) | 496 | 495 | |||||||||
$750 million 3.900% Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively) | 746 | 745 | |||||||||
$500 million 6.000% Senior Notes due June 2030 (net of unamortized original issue discount and deferred financing costs of $4) | 496 | — | |||||||||
$500 million 6.200% Senior Notes due August 2034 (net of unamortized original issue discount and deferred financing costs of $5) | 495 | 495 | |||||||||
Finance leases | 119 | 115 | |||||||||
Macao Related(1): | |||||||||||
SCL Senior Notes | |||||||||||
$1.80 billion 5.125% Senior Notes due August 2025 (net of unamortized original issue discount and deferred financing costs of $1) | — | 1,624 | |||||||||
$800 million 3.800% Senior Notes due January 2026 (net of unamortized original issue discount and deferred financing costs of $1 and $2, respectively) | 799 | 798 | |||||||||
$700 million 2.300% Senior Notes due March 2027 (net of unamortized original issue discount and deferred financing costs of $2 and $3, respectively) | 698 | 697 | |||||||||
$1.90 billion 5.400% Senior Notes due August 2028 (net of unamortized original issue discount and deferred financing costs of $7 and $9, respectively) | 1,893 | 1,891 | |||||||||
$650 million 2.850% Senior Notes due March 2029 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively) | 646 | 645 | |||||||||
$700 million 4.375% Senior Notes due June 2030 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively) | 695 | 694 | |||||||||
$600 million 3.250% Senior Notes due August 2031 (net of unamortized original issue discount and deferred financing costs of $4) | 596 | 596 | |||||||||
2024 SCL Term Loan Facility (net of unamortized deferred financing costs of $25) | 1,601 | — | |||||||||
Finance leases | 23 | 12 | |||||||||
Singapore Related(1): | |||||||||||
2012 Singapore Term Facility (net of unamortized deferred financing costs of $12) | — | 2,656 | |||||||||
2012 Singapore Delayed Draw Term Facility | — | 46 | |||||||||
2025 Singapore Term Loan Facility (net of unamortized deferred financing costs of $56) | 2,822 | — | |||||||||
2025 Singapore Delayed Draw Term Loan Facility (net of unamortized deferred financing costs of $19) | 908 | — | |||||||||
Finance leases | 1 | 1 | |||||||||
| 15,772 | 13,752 | ||||||||||
| Less — current maturities | (1,920) | (3,160) | |||||||||
Total debt | $ | 13,852 | $ | 10,592 | |||||||
14
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
____________________
(1)Unamortized deferred financing costs of $153 million and $76 million as of September 30, 2025 and December 31, 2024, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore delayed draw term facilities, are included in “Other assets, net,” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.
LVSC Senior Notes
On May 6, 2025, in an underwritten public offering, LVSC issued two series of senior unsecured notes in an aggregate principal amount of $1.50 billion, consisting of $1.0 billion of 5.625% Senior Notes due June 15, 2028 (the “2028 LVSC Senior Notes”) and $500 million of 6.000% Senior Notes due June 14, 2030 (the “2030 LVSC Senior Notes” and, together with the 2028 LVSC Senior Notes, the “LVSC Senior Notes”). Interest on the LVSC Senior Notes is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2025, with respect to the 2028 LVSC Senior Notes and on June 14 and December 14, commencing on December 14, 2025, with respect to the 2030 LVSC Senior Notes.
The LVSC Senior Notes are senior unsecured obligations of LVSC. Each series of LVSC Senior Notes ranks equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any. None of LVSC’s subsidiaries guarantee the LVSC Senior Notes.
The LVSC Senior Notes were issued pursuant to a base indenture dated as of July 31, 2019, as supplemented by supplemental indentures, dated May 6, 2025 (the “Supplemental Indentures”), each between LVSC and U.S. Bank Trust Company, National Association, as trustee. The Supplemental Indentures contain covenants, subject to customary exceptions and qualifications, that limit the ability of LVSC and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all, or substantially all, of the Company’s assets on a consolidated basis. The Supplemental Indentures also provides for customary events of default.
In June 2025, the net proceeds from the offering were used to redeem in full the outstanding principal amount of the $500 million 2.900% LVSC Senior Notes due June 25, 2025 (the “2025 LVSC Senior Notes”) and any accrued interest, and to pay transaction-related fees and expenses. The remaining proceeds were used for general corporate purposes, including share repurchases.
2024 LVSC Revolving Facility
As of September 30, 2025, the Company had $1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.
SCL Senior Notes
On June 11, 2025, proceeds from the draw down of the 2024 SCL Term Loan Facility and cash on hand, as described below, were used to redeem in full the remaining principal amount of the $1.80 billion 5.125% SCL Senior Notes due August 8, 2025 amounting to $1.63 billion (the “2025 SCL Senior Notes”) and any accrued interest.
2024 SCL Credit Facility
On June 5, 2025, the Company drew down 12.75 billion Hong Kong dollars (“HKD,” approximately $1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, the proceeds from which together with cash on hand, were used to redeem the 2025 SCL Senior Notes.
Commencing on September 5, 2025, SCL is required to pay interim quarterly amortization payments of HKD 96 million (approximately $12 million at exchange rates in effect on September 30, 2025) under the SCL Term Loan Facility. The outstanding aggregate principal balance of the 2024 SCL Term Loan Facility is due in full on June 5, 2030.
Borrowings under the 2024 SCL Term Loan Facility bear interest at the Hong Kong Interbank Offered Rate plus a margin of 1.65% per annum (approximately 5.19% as of September 30, 2025).
As of September 30, 2025, the Company had HKD 19.50 billion (approximately $2.51 billion at exchange rates in effect on September 30, 2025) of available borrowing capacity under the 2024 SCL Revolving Facility.
2012 Singapore Credit Facility
On February 21, 2025, MBS entered into a new credit facility, as further described below, and on February 28, 2025, the 2012 Singapore Credit Facility was terminated using the proceeds from the new credit facility. As a result, the Company recorded a $5 million loss on modification or early retirement of debt during the nine months ended September 30, 2025.
15
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2025 Singapore Credit Facility
On February 21, 2025, MBS entered into a new facility agreement (the “2025 Singapore Credit Facility”) with the lenders party thereto and DBS Bank Ltd., as agent and security trustee, and certain other parties. The 2025 Singapore Credit Facility provides for an SGD 3.75 billion (approximately $2.91 billion at exchange rates in effect on September 30, 2025) term loan (the “2025 Singapore Term Loan Facility”), an SGD 750 million (approximately $581 million at exchange rates in effect on September 30, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”), part of which may be designated as an ancillary facility, and an SGD 7.50 billion (approximately $5.81 billion at exchange rates in effect on September 30, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility” and together with the 2025 Singapore Term Loan Facility and the 2025 Singapore Revolving Facility, the “Facilities”).
On February 28, 2025, MBS drew the full amount of the 2025 Singapore Term Loan Facility and SGD 62 million (approximately $46 million at exchange rates in effect at the time of the transaction) from the 2025 Singapore Delayed Draw Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility.
The proceeds from the 2025 Singapore Revolving Facility may be used to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes. The 2025 Singapore Revolving Facility is available to MBS to be drawn until July 31, 2031.
The proceeds from the 2025 Singapore Delayed Draw Term Loan Facility may be used to finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project. The 2025 Singapore Delayed Draw Term Loan Facility is available to MBS until the earlier of (1) the date which is twelve months after the date on which certain parts of the MBS Expansion Project are issued a temporary occupation permit; (2) the date which MBS and the STB agree as the date that MBS must complete construction of the MBS Expansion Project; or (3) January 31, 2032.
The obligations under the 2025 Singapore Credit Facility are secured by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures, fittings and equipment that are financed by third parties and certain other excluded assets.
Borrowings under the Facilities for outstanding loans will bear interest at the Compounded Singapore Overnight Rate Average, plus a variable margin (the “Margin”), which is determined based on MBS’s consolidated leverage ratio (interest set at approximately 2.66% as of September 30, 2025). MBS pays a standby commitment fee on all undrawn amounts under the 2025 Singapore Revolving Facility and the 2025 Singapore Delayed Draw Term Loan Facility equal to 35% or 40% of the applicable Margin depending on the percentage utilization of each respective facility, which was 0.48% as of September 30, 2025.
The 2025 Singapore Term Loan Facility, the 2025 Singapore Revolving Facility and the 2025 Singapore Delayed Draw Term Loan Facility mature on February 29, 2032, August 31, 2031, and February 29, 2032, respectively (each such date, a “Maturity Date”). In relation to the 2025 Singapore Term Loan Facility and the 2025 Singapore Delayed Draw Term Loan Facility, commencing on May 31, 2025 and May 31, 2030, respectively, and at the end of each three-month period thereafter, MBS is required to repay interim quarterly amortization payments equal to a certain percentage (as set forth in the 2025 Singapore Credit Facility agreement) of the outstanding principal amount of such facility. The outstanding aggregate principal balance of each of the Facilities is due in full on the Maturity Date applicable to such facility.
MBS is required to prepay amounts outstanding under the Facilities with (i) a percentage of the net proceeds from the sale of certain assets outside of the ordinary course of business (subject to a reinvestment right and certain limited exceptions), (ii) the proceeds of new indebtedness other than certain permitted indebtedness and (iii) any net proceeds received in connection with the cancellation, suspension, non-issue, variation or revocation of the MBS gaming license.
Under the 2025 Singapore Credit Facility, MBS must maintain a maximum ratio of debt to consolidated adjusted EBITDA of 4.50x on the last day of each fiscal quarter falling on or before the date which is twelve months following the date on which a temporary occupation permit is issued with respect to the MBS Expansion Project. Thereafter, MBS must comply with a maximum consolidated leverage ratio of 4.00x as of the last day of each fiscal quarter through maturity. Additionally, MBS must maintain a minimum ratio of consolidated adjusted EBITDA to consolidated total interest expense of 3.50x on the last day of each fiscal quarter and a positive consolidated net worth at all times. In order to satisfy any of these financial covenants, MBS may, subject to certain limits set forth in the 2025 Singapore Credit Facility, cure any shortfall by obtaining a contribution of equity or subordinated debt, repaying or prepaying indebtedness, providing cash cover or obtaining a letter of credit in favor of the agent.
16
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The 2025 Singapore Credit Facility contains customary events of default (some of which are subject to grace periods), including, but not limited to, nonpayment of principal or interest when due and certain events with respect to the Marina Bay Sands integrated resort.
On April 1, 2025, the Company drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.
As of September 30, 2025, MBS had SGD 588 million (approximately $456 million at exchange rates in effect on September 30, 2025) of available borrowing capacity under the 2025 Singapore Revolving Facility, net of outstanding letters of credit of SGD 162 million (approximately $125 million at exchange rates in effect on September 30, 2025).
As of September 30, 2025, SGD 6.30 billion (approximately $4.89 billion at exchange rates in effect on September 30, 2025) remains available to be drawn under the 2025 Singapore Delayed Draw Term Loan Facility.
Debt Covenant Compliance
As of September 30, 2025, management believes the Company was in compliance with all debt covenants.
Cash Flows from Financing Activities
Cash flows from financing activities related to debt and finance lease obligations are as follows:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Proceeds from LVSC Senior Notes | $ | 1,499 | $ | 1,748 | |||||||
Proceeds from 2025 Singapore Credit Facility | 3,645 | — | |||||||||
Proceeds from 2024 SCL Term Loan Facility | 1,637 | — | |||||||||
| $ | 6,781 | $ | 1,748 | ||||||||
Repayments on 2025 SCL Senior Notes | $ | (1,625) | $ | (174) | |||||||
Repayment on 2025 LVSC Senior Notes | (500) | — | |||||||||
Repayment on 2024 LVSC Senior Notes | — | (1,750) | |||||||||
Repayments on 2012 Singapore Credit Facility | (2,708) | (47) | |||||||||
| Repayments on 2025 Singapore Credit Facility | (29) | — | |||||||||
Repayment on 2024 SCL Term Loan Facility | (12) | — | |||||||||
Repayments on finance leases | (13) | (8) | |||||||||
| $ | (4,887) | $ | (1,979) | ||||||||
Note 6 — Derivative Instruments
The Company currently uses cross-currency interest rate swaps (“Swaps”) and foreign currency forward contracts (“Forwards”) as effective economic hedges against foreign currency exchange rate risk. The Swaps and Forwards involve the purchase and sale of currencies at an agreed-upon foreign currency exchange rate to be executed on a specified date. The Swaps also include the periodic swapping of interest payments in the respective currencies.
The Company entered into various Swaps (as described below) to manage the risk of changes in cash flows resulting from foreign currency gains and losses recorded upon remeasurement of U.S. dollar (“USD”) denominated SCL Senior Notes by swapping a specified amount of HKD for USD at the contractual spot rate on specified dates.
During the year ended December 31, 2021, the Company entered into a Swap with a notional value of $1.0 billion, which was designated as a hedge of the cash flows related to a portion of the $1.80 billion 5.125% Senior Notes (the “2021 SCL Swap”) and expired in line with the contractual maturity date of the underlying notes. On June 11, 2025, the Company redeemed the underlying notes and discontinued hedge accounting of the 2021 SCL Swap. As a result, the related $6 million net loss previously recorded to “Accumulated other comprehensive income (loss)” (“AOCI”) in the accompanying condensed consolidated balance sheets under hedge accounting was reclassified into “Other income (expense)” in the accompanying condensed consolidated statements of operations. On July 29, 2025, the 2021 SCL Swap was terminated and final settlement was completed on August 1, 2025. In addition
17
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
to the amount reclassified out of AOCI noted above, during the three and nine months ended September 30, 2025, net gains of $3 million and $6 million, respectively, were recorded to “Other income (expense)” related to the post-hedge accounting fair value adjustments and the final net settlement.
During the year ended December 31, 2024, the Company entered into additional Swaps, also designated as hedges of the cash flows related to a portion of the remaining SCL Senior Notes (the “2024 SCL Swaps,” and together with the 2021 SCL Swap, the “SCL Swaps”). The 2024 SCL Swaps have a total notional value of $4.01 billion and will expire in line with the maturity dates of the underlying SCL Senior Notes.
Additionally, during the nine months ended September 30, 2025, the Company entered into various Swaps to manage the risk of adverse changes in the foreign currency exchange rate between USD and SGD impacting the Company’s net investment in MBS. These Swaps were designated as hedges of the Company’s net investment in MBS (the “MBS Net Investment Hedge”). The MBS Net Investment Hedge has a total notional value of $1.80 billion and the related swaps will expire on various dates beginning March 1, 2028 through December 1, 2030.
Also during the nine months ended September 30, 2025, the Company entered into a Forward for the exchange of USD to HKD to manage the risk of adverse changes in the foreign currency exchange rate between USD and pataca (which is SCL’s functional currency and is pegged to HKD) impacting the Company’s net investment in SCL. This Forward was designated as a hedge of the Company’s net investment in SCL (the “SCL Net Investment Hedge,” and together with the MBS Net Investment Hedge, the “Net Investment Hedges”). The SCL Net Investment Hedge had a total notional value of $189 million and expired on July 7, 2025.
For each reporting period, the fair value of each hedging derivative is recorded to an asset or liability with the offset recorded to AOCI in the accompanying condensed consolidated balance sheets. Refer to “Note 9 — Fair Value Disclosures” for further details. Additionally, for the SCL Swaps, a portion of the amount recorded in AOCI is reclassified to “Other income (expense)” to offset the foreign currency impact from the remeasurement of the related SCL Senior Notes. As of September 30, 2025, approximately $24 million of the net loss deferred in AOCI related to the SCL Swaps is expected to be reclassified from AOCI into “Other income (expense)” over the 12-month period ending September 30, 2026. The actual amounts that will be reclassified over the next 12 months may vary from this amount as a result of changes in market conditions.
The following tables present the net changes in AOCI associated with the current period hedging transactions and the net amount of any reclassification into earnings, net of tax:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Cash Flow Hedges | Net Investment Hedges | Cash Flow Hedges | Net Investment Hedges | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Net loss from hedge adjustments recognized in AOCI as of July 1 | $ | (86) | $ | (31) | $ | (23) | $ | — | |||||||||||||||
Hedge adjustments recognized during the current period | 16 | 24 | (20) | — | |||||||||||||||||||
Net loss reclassified from AOCI into earnings | 34 | — | 23 | — | |||||||||||||||||||
Net loss from hedge adjustments recognized in AOCI as of September 30 | $ | (36) | $ | (7) | $ | (20) | $ | — | |||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Cash Flow Hedges | Net Investment Hedges | Cash Flow Hedges | Net Investment Hedges | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Net loss from hedge adjustments recognized in AOCI as of January 1 | $ | (32) | $ | — | $ | (9) | $ | — | |||||||||||||||
Hedge adjustments recognized during the current period | 8 | (7) | (37) | — | |||||||||||||||||||
Net (gain) loss reclassified from AOCI into earnings | (12) | — | 26 | — | |||||||||||||||||||
Net loss from hedge adjustments recognized in AOCI as of September 30 | $ | (36) | $ | (7) | $ | (20) | $ | — | |||||||||||||||
18
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The cash flow impact is included in operating activities for the SCL Swaps and in investing activities for the Net Investment Hedges in the accompanying condensed consolidated statements of cash flows.
Note 7 — Equity and Earnings Per Share
Common Stock
Dividends
On February 19, May 14 and August 13, 2025, the Company paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2025, the Company recorded $526 million as a distribution against retained earnings.
On February 14, May 15 and August 14, 2024, the Company paid a dividend of $0.20 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2024, the Company recorded $446 million as a distribution against retained earnings.
In October 2025, the Company’s Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $169 million) to be paid on November 12, 2025, to stockholders of record on November 4, 2025.
Share Repurchases
On December 11, 2024, the Company entered into a capped call option contract (the “December Capped Call”) pursuant to which the Company purchased capped call options on 993,240 shares of the Company’s common stock with a $0 strike price and a cap price of $53.54. On February 7, 2025, the expiration date of the December Capped Call, the Company’s share price was below the cap price, which resulted in the Company effectively repurchasing the related shares of its common stock for $52 million (including excise tax).
During the nine months ended September 30, 2025, the Company repurchased 39,487,824 shares of its common stock for approximately $1.77 billion (including $1 million in commissions and $17 million in excise tax) under the Company’s current program (inclusive of the shares repurchased with the December Capped Call). During the nine months ended September 30, 2024, the Company repurchased 28,746,681 shares of its common stock for $1.31 billion (including commissions and $13 million in excise tax). On April 22, 2025, the Company’s Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion. As of September 30, 2025, the remaining amount authorized under the share repurchase program was $700 million. Subsequently, on October 21, 2025, the Company’s Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2027.
All share repurchases of the Company’s common stock have been recorded as treasury stock in the accompanying condensed consolidated balance sheets. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing, method and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions.
Noncontrolling Interests
On June 20 and September 12, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which the Company retained $380 million during the nine months ended September 30, 2025).
Purchase of Noncontrolling Interest
During December 2024 and April, June and September 2025, the Company’s wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into share purchase agreements (the “December SCL Purchase Agreement,” the “April SCL Purchase Agreement,” the “June SCL Purchase Agreement” and the “September SCL Purchase Agreement,” respectively, and collectively, the “SCL Purchase Agreements”) with financial institutions (the “Agents”) for the purchase of the common stock of SCL. Pursuant to the terms of the SCL Purchase Agreements, VVDI II made an up-front payment of HKD 800 million under each of the December and April SCL Purchase Agreements, HKD 1.05 billion under the June SCL Purchase Agreement and HKD 1.0 billion under the September SCL Purchase Agreement (collectively, approximately $468 million at exchange rates as of the date of the transactions) to the Agents in December 2024, and April, June and September 2025, respectively. Once the up-front payments were made related to all the transactions above, VVDI II had no further obligation to provide any additional consideration to the Agents.
The SCL Purchase Agreements allowed for the delivery of shares on a daily basis. The December, April, June and September SCL Purchase Agreements concluded on January 7, June 13, August 15 and October 10, 2025, respectively. The SCL Share Purchase
19
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Agreements resulted in the delivery of 174,801,839 shares as of September 30, 2025 (of which 25,112,000 shares were delivered during December 2024), and an additional 21,938,400 shares from October 1 through October 10, 2025, of SCL common stock to the Company. The above represented a total average daily price of HKD 18.26 up to September 30, 2025, and HKD 20.91 from October 1 through October 10, 2025. The number of shares actually delivered to the Company by the Agents was based on the price paid by the Agents for SCL common stock delivered to the Company during the term of the various SCL purchase agreements, subject to the cap amount (as defined in the agreements). Pursuant to the SCL Purchase Agreements, the Company paid the Agents a fee equal to an agreed percentage of the price per share benefit that the Agents were able to realize on SCL shares purchased compared to the volume-weighted average share price of SCL’s common stock.
Additionally, during the three months ended September 30, 2025, the Company purchased common stock of SCL in open market transactions, which resulted in the purchase of 41,944,000 shares of SCL common stock for HKD 852 million (approximately $109 million at exchange rates in effect on September 30, 2025).
The total additional shares purchased related to the above transactions resulted in an increase of the Company’s ownership of SCL to approximately 74.49% as of September 30, 2025, and 74.76% as of October 10, 2025.
Transfer from Noncontrolling Interest
The following table summarizes the net income attributable to LVSC and transfers from the noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net income attributable to LVSC | $ | 419 | $ | 275 | $ | 1,232 | $ | 1,122 | |||||||||||||||
Transfer from noncontrolling interest: | |||||||||||||||||||||||
Increase in LVSC’s paid-in-capital for purchase of subsidiary shares | 15 | — | 26 | 3 | |||||||||||||||||||
| Changes from net income attributable to LVSC and transfers from noncontrolling interest | $ | 434 | $ | 275 | $ | 1,258 | $ | 1,125 | |||||||||||||||
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Weighted-average common shares outstanding (used in the calculation of basic earnings per share) | 682 | 730 | 696 | 740 | |||||||||||||||||||
Potential dilution from stock options and restricted stock and stock units | 3 | 1 | 2 | 2 | |||||||||||||||||||
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) | 685 | 731 | 698 | 742 | |||||||||||||||||||
Antidilutive stock options and restricted stock and stock units excluded from the calculation of diluted earnings per share | 4 | 10 | 8 | 10 | |||||||||||||||||||
Diluted earnings per share is calculated using the treasury stock method.
20
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 8 — Leases
Lessor
Lease revenue for the Company’s mall operations consists of the following:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Mall | Other | Mall | Other | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Minimum rents | $ | 144 | $ | — | $ | 138 | $ | — | |||||||||||||||
| Overage rents | 29 | — | 26 | — | |||||||||||||||||||
| $ | 173 | $ | — | $ | 164 | $ | — | ||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Mall | Other | Mall | Other | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Minimum rents | $ | 424 | $ | 1 | $ | 406 | $ | 1 | |||||||||||||||
| Overage rents | 69 | — | 56 | — | |||||||||||||||||||
| $ | 493 | $ | 1 | $ | 462 | $ | 1 | ||||||||||||||||
Note 9 — Fair Value Disclosures
The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company using available market information. Determining fair value is judgmental in nature and requires market assumptions and/or estimation methodologies. The table excludes cash, restricted cash, accounts receivables, net, and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
| September 30, 2025 | |||||||||||||||||
| Hierarchy Level | |||||||||||||||||
Carrying Amount(1) | Level 1 | Level 2 | |||||||||||||||
(In millions) | |||||||||||||||||
| Assets: | |||||||||||||||||
Cash equivalents | |||||||||||||||||
| Cash deposits | $ | 1,583 | $ | 1,583 | |||||||||||||
| Money market funds | $ | 179 | $ | 179 | |||||||||||||
| U.S. Treasury Bills | $ | 215 | $ | 215 | |||||||||||||
Loan receivable(2) | $ | 1,264 | $ | 1,228 | |||||||||||||
| Liabilities: | |||||||||||||||||
Other accrued liabilities: | |||||||||||||||||
2024 SCL Swaps(3) | $ | 2 | $ | 2 | |||||||||||||
Debt(3)(4) | $ | 15,781 | $ | 15,755 | |||||||||||||
Other long-term liabilities: | |||||||||||||||||
2024 SCL Swaps(3)(5) | $ | 49 | $ | 49 | |||||||||||||
MBS Net Investment Hedge(3)(6) | $ | 23 | $ | 23 | |||||||||||||
21
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| December 31, 2024 | |||||||||||||||||
| Hierarchy Level | |||||||||||||||||
Carrying Amount(1) | Level 1 | Level 2 | |||||||||||||||
(In millions) | |||||||||||||||||
| Assets: | |||||||||||||||||
Cash equivalents | |||||||||||||||||
| Cash deposits | $ | 2,294 | $ | 2,294 | |||||||||||||
| Money market funds | $ | 72 | $ | 72 | |||||||||||||
| U.S. Treasury Bills | $ | 465 | $ | 465 | |||||||||||||
Loan receivable(2) | $ | 1,264 | $ | 1,192 | |||||||||||||
| Liabilities: | |||||||||||||||||
Other accrued liabilities: | |||||||||||||||||
2021 SCL Swaps(3) | $ | 4 | $ | 4 | |||||||||||||
Debt(3)(4) | $ | 13,689 | $ | 13,353 | |||||||||||||
Other long-term liabilities: | |||||||||||||||||
2024 SCL Swaps(3)(5) | $ | 52 | $ | 52 | |||||||||||||
____________________
(1)The cross-currency swaps and net investment hedges are accounted for at fair value in the accompanying condensed consolidated financial statements. The other items included in this table are not accounted for at fair value.
(2)The fair value is estimated based on level 2 inputs and reflects the increase in market interest rates since finalizing the terms of the loan receivable at a fixed interest rate on March 2, 2021.
(3)The estimated fair value is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).
(4)The carrying amount of debt is exclusive of finance leases and represents its contractual value.
(5)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $3 million as of September 30, 2025 and $4 million as of December 31, 2024, was recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.
(6)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $3 million as of September 30, 2025, was recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.
As of September 30, 2025 and December 31, 2024, the amounts of the Company’s other assets and liabilities that were accounted for at fair value were immaterial.
Note 10 — Commitments and Contingencies
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.
Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) filed a claim with the Macao First Instance Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort (“VCR”) (collectively, the “Defendants”) for 3.0 billion patacas (approximately $374 million at exchange rates in effect on September 30, 2025), which alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001.
On March 24, 2014, the Macao First Instance Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings. On May 8, 2014, AAEC lodged an appeal against that decision.
22
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
On June 5, 2015, the U.S. Defendants applied to the Macao First Instance Court to dismiss the claims against them as res judicata based on the dismissal of prior action in the United States that had alleged similar claims. On March 16, 2016, the Macao First Instance Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. At the end of December 2016, all the appeals were transferred to the Macao Second Instance Court.
Evidence gathering by the Macao First Instance Court commenced by letters rogatory, which was completed on March 14, 2019.
On July 15, 2019, AAEC submitted a request to the Macao First Instance Court to increase the amount of its claim to 96.45 billion patacas (approximately $12.03 billion at exchange rates in effect on September 30, 2025), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022. On September 4, 2019, the Macao First Instance Court allowed AAEC’s amended request. The U.S. Defendants appealed the decision allowing the amended claim on September 17, 2019; the Macao First Instance Court accepted the appeal on September 26, 2019.
On April 16, 2021, the U.S. Defendants moved to reschedule the trial because of the ongoing COVID-19 pandemic. The Macao First Instance Court denied the U.S. Defendants’ motion on May 28, 2021. The U.S. Defendants appealed that ruling on June 16, 2021.
The trial began on June 16, 2021. By order dated June 17, 2021, the Macao First Instance Court scheduled additional trial dates in late 2021 to hear witnesses who were subject to COVID-19 travel restrictions that prevented or severely limited their ability to enter Macao. The U.S. Defendants appealed certain aspects of the Macao First Instance Court’s June 17, 2021 order, and that appeal is currently pending.
On July 10, 2021, the U.S. Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $12 million at exchange rates in effect on September 30, 2025) based on Plaintiff’s July 15, 2019 amendment. By motion dated July 20, 2021, the U.S. Defendants moved for an order withdrawing that invoice. The Macao First Instance Court denied that motion by order dated September 11, 2021. The U.S. Defendants appealed that order on September 23, 2021. By order dated September 29, 2021, the Macao First Instance Court ordered that the invoice for supplemental court fees be stayed pending resolution of that appeal.
From December 17, 2021 to January 19, 2022, Plaintiff submitted additional documents to the court file and disclosed written reports from two purported experts, who calculated Plaintiff’s damages at 57.88 billion patacas and 62.29 billion patacas (approximately $7.22 billion and $7.77 billion, respectively, at exchange rates in effect on September 30, 2025). On April 28, 2022, the Macao First Instance Court entered a judgment for the U.S. Defendants. The Macao First Instance Court also held that Plaintiff litigated certain aspects of its case in bad faith.
Plaintiff filed a notice of appeal from the Macao First Instance Court’s judgment on May 13, 2022.
On September 19, 2022, the U.S. Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $6 million at exchange rates in effect on September 30, 2025). By motion dated September 29, 2022, the U.S. Defendants moved the Macao First Instance Court for an order withdrawing that invoice. The Macao First Instance Court denied that motion by order dated October 24, 2022. The U.S. Defendants appealed that order on November 10, 2022 and on January 6, 2023, submitted the appeal brief.
On October 9, 2023, the U.S. Defendants were notified that the Macao Second Instance Court had invited Plaintiff to amend its appeal brief, primarily to separate out matters of fact from matters of law, and Plaintiff had submitted an amended appeal brief on October 5, 2023. The U.S. Defendants responded to Plaintiff’s amended appeal brief on October 30, 2023. On November 8, 2023, the Macao Second Instance Court issued an order concluding that Plaintiff may have litigated in bad faith by exceeding the scope of permissible amendments to its appeal brief and invited responses from the parties. The U.S. Defendants responded to the November 8, 2023 order on November 23, 2023, and Plaintiff moved for clarification of the November 8 order on November 27, 2023. On January 5, 2024, the Macao Second Instance Court issued an order rejecting AAEC’s request for clarification.
On October 17, 2024, the Macao Second Instance Court issued an order rejecting Plaintiff’s appeal of the Macao First Instance Court’s April 28, 2022 judgment based on procedural defects, again found the Plaintiff to be litigating in bad faith, and declined to address the interlocutory appeals that had been filed by the parties. On October 29 and November 1, 2024, respectively, the U.S. Defendants and Plaintiff moved for clarification of the Second Instance Court’s decision not to hear certain interlocutory appeals. On November 5, 2024, Plaintiff filed a notice stating that its time to appeal should not begin to run until after the Macao Second Instance Court resolves the clarification motions and that Plaintiff intends to file a notice of appeal at that time or, in the alternative, Plaintiff asked the Macao Second Instance Court to treat its November 5 filing as a notice of appeal. On November 14, 2024, Plaintiff applied to rectify both its notice of appeal and its request for clarification. On November 18, 2024, the U.S. Defendants responded to
23
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Plaintiff’s request for clarification. By order dated March 21, 2025, the Macao Second Instance Court denied both motions for clarification, and it found that Plaintiff’s prior filings did not constitute a notice of appeal. On April 7, 2025, Plaintiff filed a notice of appeal to the Macao Last Instance Court, and the Defendants moved to stay proceedings pending completion of the judicial liquidation proceedings against AAEC. On April 28, 2025, the U.S. Defendants moved to strike Plaintiff’s notice of appeal.
The Defendants supplemented their stay motion on May 2, 2025 to note that the Macao First Instance Court had entered a judgment liquidating Plaintiff. By order dated May 30, 2025, the Macao Second Instance Court denied the Defendants’ motion to strike, accepted Plaintiff’s notice of appeal, and concluded that it lacked jurisdiction to stay the proceedings. On June 11, 2025, the Defendants filed a notice that Plaintiff’s liquidation had been registered with the Commercial Registry, and Plaintiff is no longer an existent legal entity. Plaintiff filed its appeal brief on June 18, 2025. On June 30, 2025, Plaintiff filed a notice claiming that the Macao Second Instance Court lacks jurisdiction to address its liquidation and, in the alternative sought to stay the proceedings so that it could challenge the liquidation.
On July 7, 2025, Defendants submitted a response to Plaintiff’s June 30, 2025 filing, noting that, under Macao law, Plaintiff no longer exists and should be replaced as a party in the litigation by its shareholders and urging the Macao Second Instance Court to deny Plaintiff’s request to stay the proceedings. By order dated July 14, 2025, the Macao Second Instance Court denied AAEC’s motion for a stay, rejected AAEC’s appeal brief because AAEC did not exist at the time the brief was filed, and concluded that AAEC’s shareholders automatically replaced AAEC as Plaintiff as a matter of Macao law. Because AAEC’s shareholders did not file a timely appeal brief, the Macao Second Instance Court dismissed the appeal to the Macao Court of Final Appeal that AAEC had noticed on April 7, 2025.
By order dated July 14, 2025, the Macao Second Instance Court denied AAEC’s motion for a stay, rejected AAEC’s appeal brief because AAEC did not exist at the time the brief was filed, and concluded that AAEC’s shareholders automatically replaced AAEC as Plaintiff as a matter of Macao law. Because AAEC’s shareholders did not file a timely appeal brief, the Macao Second Instance Court dismissed the appeal to the Macao Court of Final Appeal that AAEC had noticed on April 7, 2025. On July 31, 2025, AAEC requested panel review of that ruling arguing, among other things, that the court should have allowed AAEC’s shareholders the opportunity to ratify the appeal brief previously filed. On August 21, 2025, the Macao Second Instance Court provided Defendants with notice of AAEC’s July 31 filing. On August 29, 2025, the clerk for the Second Instance Court issued an invoice for pre-payment of court fees to AAEC’s shareholders relating to Plaintiff’s appeal. On September 10, 2025, Defendants submitted a filing requesting that its August 21 notice be annulled and that notification take place only after prepayment of court fees by AAEC’s shareholders. On September 18, 2025, the Second Instance Court annulled the August 21 notice to Defendants and ruled that notification was to be carried out only after AAEC’s shareholders had paid the invoiced court fees relating to the appeal. On September 23, 2025, the Court of Second Instance sent Plaintiff’s counsel of record a copy of the September 18 order, along with the invoice for pre-payment of court fees and a penalty. The deadline for AAEC’s shareholders to pre-pay court fees and an associated penalty for late payment was October 6, 2025. Defendants have not been notified that any payment has been made. If AAEC’s shareholders do not pre-pay court fees and the associated penalties within one year, the court should deem Plaintiff’s appeal as formally abandoned and the case should be closed.
Management has determined that, based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
24
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 11 — Segment Information
The Company views each of its operating properties as a reportable segment, which have been identified based on various factors such as regulatory environment, geography and the level at which the information is reviewed by the Company’s chief operating decision maker (the “CODM”). The Company’s CODM is its Chief Executive Officer.
The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company’s reportable segments are: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other (which includes construction and development activities for projects under development not included in its reportable segments) to reconcile to the consolidated results of operations and financial condition. The Company’s reportable segments are not aggregated.
The Company’s reportable segments generate revenue from casino wagers, room sales, food and beverage and retail transactions, rental income from mall tenants, convention sales and entertainment and ferry ticket sales.
The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. Intersegment transactions, with the exception of intercompany royalties, are not eliminated from segment results as management considers those transactions in assessing the results of the respective segments.
The CODM assesses the performance of each segment and allocates resources to each segment based on adjusted property EBITDA. Consolidated adjusted property EBITDA, which is a supplemental non-GAAP financial measure, is net income (loss) from 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 should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.
Consolidated adjusted property EBITDA is used by the CODM and management, as well as industry analysts, to evaluate operations and operating performance. In particular, the CODM and management utilize consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. 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. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.
25
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company’s segment information as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024 is as follows:
| The Venetian Macao | The Londoner Macao | The Parisian Macao | The Plaza Macao and Four Seasons Macao | Sands Macao | Ferry Operations and Other | Total Macao | Marina Bay Sands | Inter-company Royalties | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casino | $ | 543 | $ | 525 | $ | 163 | $ | 132 | $ | 66 | $ | — | $ | 1,429 | $ | 1,077 | $ | — | $ | 2,506 | |||||||||||||||||||||||||||||||||||||||
| Rooms | 52 | 102 | 34 | 28 | 4 | — | 220 | 154 | — | 374 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | 16 | 31 | 14 | 7 | 2 | — | 70 | 95 | — | 165 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mall | 64 | 23 | 5 | 38 | — | — | 130 | 69 | — | 199 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Convention, retail and other | 15 | 5 | 2 | 1 | — | 26 | 49 | 38 | — | 87 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | 690 | 686 | 218 | 206 | 72 | 26 | 1,898 | 1,433 | — | 3,331 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | 2 | — | — | — | — | 6 | 8 | 3 | 80 | 91 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues before intersegment eliminations | 692 | 686 | 218 | 206 | 72 | 32 | 1,906 | 1,436 | 80 | 3,422 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related expenses | 107 | 99 | 49 | 26 | 22 | 11 | 314 | 196 | — | 510 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gaming taxes | 260 | 280 | 82 | 81 | 31 | — | 734 | 280 | — | 1,014 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other expenses(1) | 83 | 88 | 34 | 25 | 11 | 16 | 257 | 217 | 80 | 554 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment expenses | 450 | 467 | 165 | 132 | 64 | 27 | 1,305 | 693 | 80 | 2,078 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment/Consolidated adjusted property EBITDA | $ | 242 | $ | 219 | $ | 53 | $ | 74 | $ | 8 | $ | 5 | $ | 601 | $ | 743 | $ | — | $ | 1,344 | |||||||||||||||||||||||||||||||||||||||
| Other Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | (11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | (78) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-opening | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development | (72) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (368) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of leasehold interests in land | (21) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on disposal or impairment of assets | (68) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 719 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 39 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | (187) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 11 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (91) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 491 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
26
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| The Venetian Macao | The Londoner Macao | The Parisian Macao | The Plaza Macao and Four Seasons Macao | Sands Macao | Ferry Operations and Other | Total Macao | Marina Bay Sands | Inter-company Royalties | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casino | $ | 554 | $ | 338 | $ | 189 | $ | 182 | $ | 73 | $ | — | $ | 1,336 | $ | 600 | $ | — | $ | 1,936 | |||||||||||||||||||||||||||||||||||||||
| Rooms | 54 | 68 | 36 | 27 | 4 | — | 189 | 125 | — | 314 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | 15 | 21 | 17 | 7 | 3 | — | 63 | 89 | — | 152 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mall | 59 | 20 | 6 | 40 | 1 | — | 126 | 63 | — | 189 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Convention, retail and other | 9 | 13 | 2 | 1 | — | 24 | 49 | 42 | — | 91 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | 691 | 460 | 250 | 257 | 81 | 24 | 1,763 | 919 | — | 2,682 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | 1 | — | — | — | — | 7 | 8 | — | 60 | 68 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues before intersegment eliminations | 692 | 460 | 250 | 257 | 81 | 31 | 1,771 | 919 | 60 | 2,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related expenses | 102 | 85 | 50 | 25 | 23 | 11 | 296 | 173 | — | 469 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gaming taxes | 262 | 178 | 95 | 105 | 34 | — | 674 | 160 | — | 834 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other expenses(1) | 61 | 73 | 31 | 25 | 10 | 16 | 216 | 180 | 60 | 456 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment expenses | 425 | 336 | 176 | 155 | 67 | 27 | 1,186 | 513 | 60 | 1,759 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment/Consolidated adjusted property EBITDA | $ | 267 | $ | 124 | $ | 74 | $ | 102 | $ | 14 | $ | 4 | $ | 585 | $ | 406 | $ | — | $ | 991 | |||||||||||||||||||||||||||||||||||||||
| Other Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | (68) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-opening | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development | (55) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (324) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of leasehold interests in land | (15) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on disposal or impairment of assets | (11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 504 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 67 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | (179) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 11 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (50) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 353 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
27
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| The Venetian Macao | The Londoner Macao | The Parisian Macao | The Plaza Macao and Four Seasons Macao | Sands Macao | Ferry Operations and Other | Total Macao | Marina Bay Sands | Inter-company Royalties | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casino | $ | 1,562 | $ | 1,422 | $ | 479 | $ | 386 | $ | 197 | $ | — | $ | 4,046 | $ | 3,002 | $ | — | $ | 7,048 | |||||||||||||||||||||||||||||||||||||||
| Rooms | 155 | 270 | 103 | 85 | 13 | — | 626 | 417 | — | 1,043 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | 46 | 82 | 37 | 21 | 7 | — | 193 | 260 | — | 453 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mall | 185 | 65 | 15 | 114 | — | — | 379 | 193 | — | 572 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Convention, retail and other | 39 | 18 | 5 | 2 | 1 | 76 | 141 | 111 | — | 252 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | 1,987 | 1,857 | 639 | 608 | 218 | 76 | 5,385 | 3,983 | — | 9,368 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | 6 | — | — | — | — | 21 | 27 | 4 | 208 | 239 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues before intersegment eliminations | 1,993 | 1,857 | 639 | 608 | 218 | 97 | 5,412 | 3,987 | 208 | 9,607 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related expenses | 325 | 295 | 147 | 81 | 68 | 34 | 950 | 552 | — | 1,502 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gaming taxes | 746 | 749 | 238 | 236 | 93 | — | 2,062 | 731 | — | 2,793 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other expenses(1) | 219 | 236 | 91 | 77 | 30 | 45 | 698 | 588 | 208 | 1,494 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment expenses | 1,290 | 1,280 | 476 | 394 | 191 | 79 | 3,710 | 1,871 | 208 | 5,789 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment/Consolidated adjusted property EBITDA | $ | 703 | $ | 577 | $ | 163 | $ | 214 | $ | 27 | $ | 18 | $ | 1,702 | $ | 2,116 | $ | — | $ | 3,818 | |||||||||||||||||||||||||||||||||||||||
| Other Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | (17) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | (220) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-opening | (20) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development | (210) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (1,101) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of leasehold interests in land | (56) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on disposal or impairment of assets | (83) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 2,111 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 123 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | (555) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense | (12) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on modification or early retirement of debt | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (244) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 1,418 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
28
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| The Venetian Macao | The Londoner Macao | The Parisian Macao | The Plaza Macao and Four Seasons Macao | Sands Macao | Ferry Operations and Other | Total Macao | Marina Bay Sands | Inter-company Royalties | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casino | $ | 1,748 | $ | 1,075 | $ | 569 | $ | 430 | $ | 212 | $ | — | $ | 4,034 | $ | 2,165 | $ | — | $ | 6,199 | |||||||||||||||||||||||||||||||||||||||
| Rooms | 156 | 234 | 102 | 77 | 13 | — | 582 | 375 | — | 957 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | 48 | 70 | 48 | 23 | 9 | — | 198 | 252 | — | 450 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mall | 167 | 53 | 20 | 116 | 1 | — | 357 | 180 | — | 537 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Convention, retail and other | 25 | 34 | 6 | 3 | 1 | 71 | 140 | 119 | — | 259 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | 2,144 | 1,466 | 745 | 649 | 236 | 71 | 5,311 | 3,091 | — | 8,402 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment revenues | 5 | — | — | — | — | 20 | 25 | 2 | 186 | 213 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues before intersegment eliminations | 2,149 | 1,466 | 745 | 649 | 236 | 91 | 5,336 | 3,093 | 186 | 8,615 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related expenses | 307 | 265 | 147 | 78 | 68 | 30 | 895 | 504 | — | 1,399 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gaming taxes | 821 | 572 | 282 | 263 | 101 | — | 2,039 | 542 | — | 2,581 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other expenses(1) | 178 | 230 | 88 | 70 | 31 | 49 | 646 | 532 | 186 | 1,364 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment expenses | 1,306 | 1,067 | 517 | 411 | 200 | 79 | 3,580 | 1,578 | 186 | 5,344 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Segment/Consolidated adjusted property EBITDA | $ | 843 | $ | 399 | $ | 228 | $ | 238 | $ | 36 | $ | 12 | $ | 1,756 | $ | 1,515 | $ | — | $ | 3,271 | |||||||||||||||||||||||||||||||||||||||
| Other Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | (19) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | (215) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-opening | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development | (169) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (960) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of leasehold interests in land | (45) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on disposal or impairment of assets | (41) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 1,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Operating Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 218 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | (547) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (139) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 1,360 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ____________________ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Consists of gaming and non-gaming operating expenses and selling, general and administrative expenses for each segment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2)During the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense of $26 million and $24 million, respectively, of which $15 million and $14 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
During the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense of $52 million and $58 million, respectively, of which $35 million and $39 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
29
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Capital Expenditures | |||||||||||
| Corporate and Other | $ | 35 | $ | 32 | |||||||
| Macao: | |||||||||||
| The Venetian Macao | 131 | 155 | |||||||||
| The Londoner Macao | 271 | 348 | |||||||||
| The Parisian Macao | 14 | 11 | |||||||||
| The Plaza Macao and Four Seasons Macao | 6 | 9 | |||||||||
| Sands Macao | 11 | 10 | |||||||||
| Ferry Operations and Other | 1 | 1 | |||||||||
| 434 | 534 | ||||||||||
| Marina Bay Sands | 425 | 454 | |||||||||
| Total capital expenditures | $ | 894 | $ | 1,020 | |||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
| Total Assets | |||||||||||
| Corporate and Other | $ | 3,861 | $ | 3,353 | |||||||
| Macao: | |||||||||||
| The Venetian Macao | 2,393 | 2,806 | |||||||||
| The Londoner Macao | 4,650 | 4,665 | |||||||||
| The Parisian Macao | 1,642 | 1,710 | |||||||||
| The Plaza Macao and Four Seasons Macao | 959 | 987 | |||||||||
| Sands Macao | 250 | 253 | |||||||||
| Ferry Operations and Other | 284 | 719 | |||||||||
| 10,178 | 11,140 | ||||||||||
| Marina Bay Sands | 7,463 | 6,173 | |||||||||
| Total assets | $ | 21,502 | $ | 20,666 | |||||||
30
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Quarterly Report on Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
Operations
We view each of our Integrated Resort properties as an operating segment. 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.
Macao
The Macao government announced total visitation from mainland China to Macao increased approximately 16.9% and 18.4%, respectively, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024. The Macao government also announced gross gaming revenue increased 12.5% and 7.1%, respectively, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024.
Singapore
Airlift passenger movement has increased with a total of 52 million passengers having passed through Singapore’s Changi Airport for the nine months ended September 30, 2025, an increase of 4.4% compared to the same period in 2024.
The Singapore Tourism Board (“STB”) announced total visitation to Singapore was 4.5 million and 12.9 million, respectively, for the three and nine months ended September 30, 2025, an increase of 3.0% and 2.3% from the same periods in 2024.
Summary
Our Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having increased $16 million compared with the three months ended September 30, 2024 and having decreased $54 million compared to the nine months ended September 30, 2024.
Our Singapore operations continue to deliver exceptional results in terms of adjusted property EBITDA, having increased $337 million compared to the three months ended September 30, 2024 and $601 million compared to the nine months ended September 30, 2024, with the key driver being an increase in gross gaming revenue.
We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.35 billion as of September 30, 2025 and access to $1.50 billion, $2.51 billion and $456 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively. We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.
Critical Accounting Policies and Estimates
For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2024 Annual Report on Form 10-K filed on February 7, 2025.
There were no newly identified significant accounting policies and estimates during the nine months ended September 30, 2025, nor were there any material changes to the critical accounting policies and estimates discussed in our 2024 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
31
Operating Results
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 patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. 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 patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. 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 3.3% in Macao. During the three months ended September 30, 2025, we revised our expected hold-adjusted win percentage for Singapore to be based on the theoretical hold percentage measured by technology-enabled tables (“smart tables”). The theoretical hold percentage based on smart table data was 4.2% and 3.5% for the three months ended September 30, 2025 and 2024, respectively, in Singapore. Our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.5%, 22.8%, 21.6%, 23.9%, 15.7% and 23.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.7%, 3.8%, 3.8%, 2.4%, 2.9% and 4.2% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 8.8% and 11.3%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2025.
Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. 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. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
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Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Summary Financial Results
Net revenues for the three months ended September 30, 2025, were $3.33 billion, compared to $2.68 billion for the three months ended September 30, 2024. Operating income was $719 million for the three months ended September 30, 2025, compared to $504 million for the three months ended September 30, 2024. Net income was $491 million for the three months ended September 30, 2025, compared to $353 million for the three months ended September 30, 2024.
Operating Revenues
Our net revenues consisted of the following:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Casino | $ | 2,506 | $ | 1,936 | 29.4 | % | |||||||||||
| Rooms | 374 | 314 | 19.1 | % | |||||||||||||
| Food and beverage | 165 | 152 | 8.6 | % | |||||||||||||
| Mall | 199 | 189 | 5.3 | % | |||||||||||||
| Convention, retail and other | 87 | 91 | (4.4) | % | |||||||||||||
| Total net revenues | $ | 3,331 | $ | 2,682 | 24.2 | % | |||||||||||
Consolidated net revenues were $3.33 billion for the three months ended September 30, 2025, an increase of $649 million compared to $2.68 billion for the three months ended September 30, 2024, due to increases of $514 million and $135 million at Marina Bay Sands and our Macao operations, respectively.
Net casino revenues increased $570 million compared to the three months ended September 30, 2024, due to increases of $477 million and $93 million at Marina Bay Sands and our Macao operations, respectively. Casino revenues at Marina Bay Sands increased due to overall increases in win and hold percentages, as well as increases in table games and slot volumes. Casino revenues at our Macao operations increased due to increases in the Non-Rolling Chip drop and win percentage and slot handle, partially offset by decreases in Rolling Chip volume and slot win percentage. The following table summarizes our casino activity:
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| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| The Parisian Macao | |||||||||||||||||
| Total net casino revenues | $ | 163 | $ | 189 | (13.8) | % | |||||||||||
| Non-Rolling Chip drop | $ | 785 | $ | 1,054 | (25.5) | % | |||||||||||
| Non-Rolling Chip win percentage | 21.5 | % | 19.6 | % | 1.9 | pts | |||||||||||
Rolling Chip volume(1) | $ | — | $ | 169 | N.M. | ||||||||||||
Rolling Chip win percentage | — | % | (7.14) | % | 7.14 | pts | |||||||||||
| Slot handle | $ | 1,007 | $ | 997 | 1.0 | % | |||||||||||
| Slot hold percentage | 3.6 | % | 4.2 | % | (0.6) | pts | |||||||||||
| The Plaza Macao and Four Seasons Macao | |||||||||||||||||
| Total net casino revenues | $ | 132 | $ | 182 | (27.5) | % | |||||||||||
| Non-Rolling Chip drop | $ | 683 | $ | 684 | (0.1) | % | |||||||||||
| Non-Rolling Chip win percentage | 25.7 | % | 22.9 | % | 2.8 | pts | |||||||||||
| Rolling Chip volume | $ | 1,402 | $ | 2,616 | (46.4) | % | |||||||||||
| Rolling Chip win percentage | 1.84 | % | 3.92 | % | (2.08) | pts | |||||||||||
Slot handle | $ | 15 | $ | 26 | (42.3) | % | |||||||||||
| Slot hold percentage | 2.5 | % | 3.0 | % | (0.5) | pts | |||||||||||
| Sands Macao | |||||||||||||||||
| Total net casino revenues | $ | 66 | $ | 73 | (9.6) | % | |||||||||||
| Non-Rolling Chip drop | $ | 371 | $ | 407 | (8.8) | % | |||||||||||
| Non-Rolling Chip win percentage | 16.4 | % | 16.8 | % | (0.4) | pts | |||||||||||
| Rolling Chip volume | $ | 18 | $ | 26 | (30.8) | % | |||||||||||
| Rolling Chip win percentage | 3.08 | % | 4.39 | % | (1.31) | pts | |||||||||||
| Slot handle | $ | 626 | $ | 560 | 11.8 | % | |||||||||||
| Slot hold percentage | 2.8 | % | 2.9 | % | (0.1) | pts | |||||||||||
| Singapore Operations: | |||||||||||||||||
| Marina Bay Sands | |||||||||||||||||
| Total net casino revenues | $ | 1,077 | $ | 600 | 79.5 | % | |||||||||||
| Non-Rolling Chip drop | $ | 2,552 | $ | 2,126 | 20.0 | % | |||||||||||
| Non-Rolling Chip win percentage | 24.5 | % | 20.4 | % | 4.1 | pts | |||||||||||
| Rolling Chip volume | $ | 9,069 | $ | 6,558 | 38.3 | % | |||||||||||
| Rolling Chip win percentage | 4.84 | % | 1.75 | % | 3.09 | pts | |||||||||||
| Slot handle | $ | 6,406 | $ | 5,855 | 9.4 | % | |||||||||||
| Slot hold percentage | 4.4 | % | 4.0 | % | 0.4 | pts | |||||||||||
__________________________
N.M. — Not meaningful.
(1) Rolling Chip tables were made available based on demand beginning in March 2024.
In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.
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Room revenues increased $60 million compared to the three months ended September 30, 2024, due to increases of $31 million and $29 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was due to increases in ADR and available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, which began in November 2023 and was completed in early April 2025, partially offset by a decrease in occupancy. The increase at Marina Bay Sands was due to increases in ADR, occupancy and available rooms, primarily due to the phased completion of room renovations, which began in 2024 and concluded in May 2025. The following table summarizes the results of our room activity:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Room revenues in millions) | |||||||||||||||||
| Macao Operations: | |||||||||||||||||
| The Venetian Macao | |||||||||||||||||
| Total room revenues | $ | 52 | $ | 54 | (3.7) | % | |||||||||||
| Occupancy rate | 98.0 | % | 98.8 | % | (0.8) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 200 | $ | 204 | (2.0) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 196 | $ | 202 | (3.0) | % | |||||||||||
The Londoner Macao | |||||||||||||||||
| Total room revenues | $ | 102 | $ | 68 | 50.0 | % | |||||||||||
| Occupancy rate | 96.4 | % | 97.7 | % | (1.3) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 262 | $ | 230 | 13.9 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 253 | $ | 225 | 12.4 | % | |||||||||||
| The Parisian Macao | |||||||||||||||||
| Total room revenues | $ | 34 | $ | 36 | (5.6) | % | |||||||||||
| Occupancy rate | 97.0 | % | 98.5 | % | (1.5) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 151 | $ | 153 | (1.3) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 147 | $ | 151 | (2.6) | % | |||||||||||
| The Plaza Macao and Four Seasons Macao | |||||||||||||||||
| Total room revenues | $ | 28 | $ | 27 | 3.7 | % | |||||||||||
| Occupancy rate | 92.6 | % | 93.2 | % | (0.6) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 493 | $ | 474 | 4.0 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 456 | $ | 442 | 3.2 | % | |||||||||||
| Sands Macao | |||||||||||||||||
| Total room revenues | $ | 4 | $ | 4 | — | % | |||||||||||
| Occupancy rate | 98.4 | % | 99.4 | % | (1.0) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 166 | $ | 172 | (3.5) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 164 | $ | 171 | (4.1) | % | |||||||||||
| Singapore Operations: | |||||||||||||||||
Marina Bay Sands | |||||||||||||||||
| Total room revenues | $ | 154 | $ | 125 | 23.2 | % | |||||||||||
| Occupancy rate | 95.5 | % | 94.7 | % | 0.8 | pts | |||||||||||
| Average daily room rate (ADR) | $ | 982 | $ | 903 | 8.7 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 937 | $ | 855 | 9.6 | % | |||||||||||
Food and beverage revenues increased $13 million compared to the three months ended September 30, 2024, due to increases of $7 million and $6 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was due to increased business volume and the opening of new venues since September 2024. The increase at Marina Bay Sands was due to the opening of venues in June and July 2025, as well as increased business volume.
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Mall revenues increased $10 million compared to the three months ended September 30, 2024, due to increases of $6 million and $4 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was due to an increase in base rent, while the increase at our Macao operations was driven by increases of $3 million in overage rent and $1 million in revenues related to common area maintenance (“CAM”). For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Mall revenues in millions) | |||||||||||||||||
| Macao Operations: | |||||||||||||||||
| Shoppes at Venetian | |||||||||||||||||
| Total mall revenues | $ | 64 | $ | 59 | 8.5 | % | |||||||||||
| Mall gross leasable area (in square feet) | 829,395 | 822,456 | 0.8 | % | |||||||||||||
| Occupancy | 87.8 | % | 83.6 | % | 4.2 | pts | |||||||||||
| Base rent per square foot | $ | 286 | $ | 289 | (1.0) | % | |||||||||||
Tenant sales per square foot | $ | 1,798 | $ | 1,615 | 11.3 | % | |||||||||||
Shoppes at Londoner(1) | |||||||||||||||||
| Total mall revenues | $ | 23 | $ | 20 | 15.0 | % | |||||||||||
Mall gross leasable area (in square feet) | 518,267 | 566,272 | (8.5) | % | |||||||||||||
| Occupancy | 78.1 | % | 70.5 | % | 7.6 | pts | |||||||||||
| Base rent per square foot | $ | 177 | $ | 155 | 14.2 | % | |||||||||||
Tenant sales per square foot | $ | 1,454 | $ | 1,491 | (2.5) | % | |||||||||||
Shoppes at Parisian(1) | |||||||||||||||||
| Total mall revenues | $ | 5 | $ | 6 | (16.7) | % | |||||||||||
Mall gross leasable area (in square feet) | 257,918 | 296,818 | (13.1) | % | |||||||||||||
| Occupancy | 70.4 | % | 67.7 | % | 2.7 | pts | |||||||||||
| Base rent per square foot | $ | 84 | $ | 103 | (18.4) | % | |||||||||||
Tenant sales per square foot | $ | 455 | $ | 525 | (13.3) | % | |||||||||||
Shoppes at Four Seasons(1) | |||||||||||||||||
| Total mall revenues | $ | 38 | $ | 40 | (5.0) | % | |||||||||||
| Mall gross leasable area (in square feet) | 248,304 | 261,845 | (5.2) | % | |||||||||||||
| Occupancy | 94.2 | % | 90.1 | % | 4.1 | pts | |||||||||||
| Base rent per square foot | $ | 615 | $ | 630 | (2.4) | % | |||||||||||
Tenant sales per square foot | $ | 4,366 | $ | 5,832 | (25.1) | % | |||||||||||
| Singapore Operations: | |||||||||||||||||
| The Shoppes at Marina Bay Sands | |||||||||||||||||
| Total mall revenues | $ | 69 | $ | 63 | 9.5 | % | |||||||||||
| Mall gross leasable area (in square feet) | 620,530 | 615,944 | 0.7 | % | |||||||||||||
| Occupancy | 95.9 | % | 99.1 | % | (3.2) | pts | |||||||||||
| Base rent per square foot | $ | 385 | $ | 354 | 8.8 | % | |||||||||||
Tenant sales per square foot | $ | 2,893 | $ | 2,919 | (0.9) | % | |||||||||||
Note: This table excludes the results of our retail outlets at Sands Macao.
(1)Due to gross leasable area being taken off the market and not available for leasing, approximately 49,000 and 37,000 square feet of space at the Shoppes at Londoner and the Shoppes at Parisian, respectively, was removed during the three months ended March 31, 2025, and approximately 14,000 square feet of space at the Shoppes at Four Seasons was removed during the three months ended June 30, 2025.
36
Operating Expenses
Our operating expenses consisted of the following:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Casino | $ | 1,353 | $ | 1,120 | 20.8 | % | |||||||||||
| Rooms | 89 | 79 | 12.7 | % | |||||||||||||
| Food and beverage | 144 | 129 | 11.6 | % | |||||||||||||
| Mall | 25 | 23 | 8.7 | % | |||||||||||||
| Convention, retail and other | 61 | 62 | (1.6) | % | |||||||||||||
| Provision for (recovery of) credit losses | 18 | (5) | (460.0) | % | |||||||||||||
| General and administrative | 308 | 293 | 5.1 | % | |||||||||||||
| Corporate | 78 | 68 | 14.7 | % | |||||||||||||
| Pre-opening | 7 | 4 | 75.0 | % | |||||||||||||
| Development | 72 | 55 | 30.9 | % | |||||||||||||
| Depreciation and amortization | 368 | 324 | 13.6 | % | |||||||||||||
| Amortization of leasehold interests in land | 21 | 15 | 40.0 | % | |||||||||||||
| Loss on disposal or impairment of assets | 68 | 11 | 518.2 | % | |||||||||||||
| Total operating expenses | $ | 2,612 | $ | 2,178 | 19.9 | % | |||||||||||
Operating expenses were $2.61 billion for the three months ended September 30, 2025, an increase of $434 million compared to $2.18 billion for the three months ended September 30, 2024. The increase was primarily driven by increases of $233 million in casino expenses, $57 million in loss on disposal or impairment of assets, $44 million in depreciation and amortization, $17 million in development, and $23 million in provision for credit losses.
Casino expenses increased $233 million compared to the three months ended September 30, 2024, due to increases of $131 million and $102 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily attributable to a $120 million increase in gaming taxes, consistent with increased gross gaming revenues and an increase in gaming tax rates from 8% to 12% on premium play during most of the third quarter due to the tiered tax structure in Singapore as our thresholds were met in July 2025 versus November 2024. The increase at our Macao operations was primarily attributable to increased gaming taxes of $60 million due to increased gross gaming revenues, as well as increases in casino marketing and payroll and related expenses.
Room expenses increased $10 million compared to the three months ended September 30, 2024, due to increases of $7 million and $3 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased business volume and higher costs driven by the conversion of the Sheraton towers to the Londoner Grand in Macao and higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands.
Food and beverage expenses increased $15 million compared to the three months ended September 30, 2024, due to increases of $9 million and $6 million at Marina Bay Sands and our Macao operations, respectively. These increases were primarily due to the opening of venues since the second half of 2024 and increases in payroll and business volumes.
Provision for credit losses was $18 million for the three months ended September 30, 2025, compared to recovery of credit losses of $5 million for the three months ended September 30, 2024. The $23 million increase was primarily due to increases of $20 million and $3 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands resulted from an $11 million increase in provision during the current quarter and a $9 million decrease in settlements of previously reserved accounts. The increase at our Macao operations resulted from a $5 million increase in provision during the current quarter, partially offset by a $2 million increase in settlements of previously reserved accounts. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $15 million compared to the three months ended September 30, 2024. The increase was primarily due to a $15 million increase at Marina Bay Sands, driven by increased payroll, maintenance and utility costs.
37
Corporate expense increased $10 million compared to the three months ended September 30, 2024. The increase was primarily due to a $5 million increase in payroll and related expenses and $5 million in legal fee recoveries recorded during the three months ended September 30, 2024.
Development expenses were $72 million for the three months ended September 30, 2025, compared to $55 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, the increase was primarily due to increased efforts related to the pursuit of new business opportunities in Texas and in the digital gaming space. Development costs are expensed as incurred.
Depreciation and amortization increased $44 million compared to the three months ended September 30, 2024. The increase was due to increases of $27 million and $17 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was a result of the completion of renovations that were placed into service throughout 2024 and through the first half of 2025. The increase at our Macao operations was driven by a $28 million increase due to new assets placed into service from the fourth quarter of 2024 and onward, mainly related to the Londoner Grand and the Venetian Arena, partially offset by a $12 million decrease in depreciation due to assets fully depreciated during the prior year and through the third quarter of the current year.
Loss on disposal or impairment of assets was $68 million for the three months ended September 30, 2025. The losses incurred for the three months ended September 30, 2025, consisted primarily of impairments of $51 million on assets associated with the decision to no longer pursue the development of certain digital gaming activities, $9 million related to assets associated with the decision to no longer pursue a casino license from the state of New York and $3 million related to certain assets in Texas, and losses of $4 million in Macao due to asset disposals at The Londoner Macao and The Venetian Macao.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments:
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Macao: | |||||||||||||||||
| The Venetian Macao | $ | 242 | $ | 267 | (9.4) | % | |||||||||||
| The Londoner Macao | 219 | 124 | 76.6 | % | |||||||||||||
| The Parisian Macao | 53 | 74 | (28.4) | % | |||||||||||||
| The Plaza Macao and Four Seasons Macao | 74 | 102 | (27.5) | % | |||||||||||||
| Sands Macao | 8 | 14 | (42.9) | % | |||||||||||||
| Ferry Operations and Other | 5 | 4 | 25.0 | % | |||||||||||||
| 601 | 585 | 2.7 | % | ||||||||||||||
| Marina Bay Sands | 743 | 406 | 83.0 | % | |||||||||||||
Consolidated adjusted property EBITDA(1) | $ | 1,344 | $ | 991 | 35.6 | % | |||||||||||
(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
38
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Consolidated adjusted property EBITDA | $ | 1,344 | $ | 991 | |||||||
| Other Operating Costs and Expenses | |||||||||||
Stock-based compensation(a) | (11) | (10) | |||||||||
| Corporate | (78) | (68) | |||||||||
| Pre-opening | (7) | (4) | |||||||||
| Development | (72) | (55) | |||||||||
| Depreciation and amortization | (368) | (324) | |||||||||
| Amortization of leasehold interests in land | (21) | (15) | |||||||||
| Loss on disposal or impairment of assets | (68) | (11) | |||||||||
| Operating income | 719 | 504 | |||||||||
| Other Non-Operating Costs and Expenses | |||||||||||
| Interest income | 39 | 67 | |||||||||
| Interest expense, net of amounts capitalized | (187) | (179) | |||||||||
| Other income | 11 | 11 | |||||||||
| Income tax expense | (91) | (50) | |||||||||
| Net income | $ | 491 | $ | 353 | |||||||
(a)During the three months ended September 30, 2025 and 2024, we recorded stock-based compensation expense of $26 million and $24 million, respectively, of which $15 million and $14 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
Adjusted property EBITDA at our Macao operations increased $16 million compared with the three months ended September 30, 2024, due to increases in casino and hotel operations, partially offset by increased expenses driven by increased competition for gross gaming revenues in Macao.
Adjusted property EBITDA at Marina Bay Sands increased $337 million compared to the three months ended September 30, 2024, primarily due to increases in casino revenue, driven by increased win and hold percentages, and hotel revenue, driven by increased ADR and available rooms due to the completion of room renovations.
Interest Expense
The following table summarizes information related to interest expense:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in millions) | |||||||||||
Interest cost | $ | 190 | $ | 183 | |||||||
| Less — capitalized interest | (3) | (4) | |||||||||
Interest expense, net | $ | 187 | $ | 179 | |||||||
Weighted average total debt balance | $ | 15,942 | $ | 13,865 | |||||||
Weighted average interest rate | 4.5 | % | 5.1 | % | |||||||
Interest cost was primarily impacted by an increase in our weighted average total debt balance from $13.87 billion to $15.94 billion, partially offset by a decrease in the weighted average interest rate from 5.1% to 4.5%. The weighted average total debt balance increased primarily due to the issuance of the LVSC Senior Notes on May 6, 2025, and from the 2025 Singapore Credit Facility, which proceeds were used to repay the $500 million 2.900% LVSC Senior Notes due June 2025 and to fund our share repurchases and the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area. The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility and 2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.
39
Other Factors Affecting Earnings
Interest income was $39 million for the three months ended September 30, 2025, compared to $67 million for the three months ended September 30, 2024. The decrease was attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.
Other income was $11 million for the three months ended September 30, 2025 and 2024. Other income during the three months ended September 30, 2025, was primarily attributable to foreign currency remeasurement gains on U.S. dollar denominated debt held by SCL.
Our income tax expense was $91 million on income before income taxes of $582 million for the three months ended September 30, 2025, resulting in a 15.6% effective income tax rate. This compares to a 12.4% effective income tax rate for the three months ended September 30, 2024. The income tax expense for the three months ended September 30, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.
On July 4, 2025, the U.S. enacted tax legislation referred to as the One Big Beautiful Bill (“OBBB”). The OBBB includes significant changes to U.S. income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years. The financial impact of the enactment is included in the Company’s operating results for the three months ended September 30, 2025. The OBBB is not expected to have a material impact on the Company’s 2025 effective tax rate. Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.
The net income attributable to noncontrolling interests was $72 million for the three months ended September 30, 2025, compared to $78 million for the three months ended September 30, 2024. These amounts were related to the noncontrolling interest of SCL.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Operating Revenues
Our net revenues consisted of the following:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Casino | $ | 7,048 | $ | 6,199 | 13.7 | % | |||||||||||
| Rooms | 1,043 | 957 | 9.0 | % | |||||||||||||
| Food and beverage | 453 | 450 | 0.7 | % | |||||||||||||
| Mall | 572 | 537 | 6.5 | % | |||||||||||||
| Convention, retail and other | 252 | 259 | (2.7) | % | |||||||||||||
| Total net revenues | $ | 9,368 | $ | 8,402 | 11.5 | % | |||||||||||
Consolidated net revenues were $9.37 billion for the nine months ended September 30, 2025, an increase of $966 million compared to $8.40 billion for the nine months ended September 30, 2024, due to increases of $892 million and $74 million at Marina Bay Sands and our Macao operations, respectively.
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Net casino revenues increased $849 million compared to the nine months ended September 30, 2024, due to increases of $837 million and $12 million at Marina Bay Sands and our Macao operations, respectively. Casino revenues at Marina Bay Sands increased due to overall increases in win and hold percentages, as well as increases in table games and slot volumes. Casino revenues at our Macao operations increased due to increases in slot handle, Rolling Chip Win percentage and Non-Rolling Chip drop, partially offset by decreases in Rolling Chip volume and slot hold and Non-Rolling Chip win percentages. The following table summarizes the results of our casino activity:
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| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Singapore Operations: | |||||||||||||||||
| Marina Bay Sands | |||||||||||||||||
| Total net casino revenues | $ | 3,002 | $ | 2,165 | 38.7 | % | |||||||||||
| Non-Rolling Chip drop | $ | 7,217 | $ | 6,329 | 14.0 | % | |||||||||||
| Non-Rolling Chip win percentage | 23.7 | % | 19.6 | % | 4.1 | pts | |||||||||||
| Rolling Chip volume | $ | 26,042 | $ | 20,874 | 24.8 | % | |||||||||||
| Rolling Chip win percentage | 4.63 | % | 3.69 | % | 0.94 | pts | |||||||||||
| Slot handle | $ | 18,409 | $ | 18,473 | (0.3) | % | |||||||||||
| Slot hold percentage | 4.4 | % | 3.9 | % | 0.5 | pts | |||||||||||
__________________________
(1) Rolling Chip tables were made available based on demand beginning in March 2024.
(2) During the prior year, a majority of the slot machines were relocated to other properties, with the remaining slot machines reserved for high-end patrons.
In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.
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Room revenues increased $86 million compared to the nine months ended September 30, 2024, due to increases of $44 million and $42 million at our Macao operations and Marina Bay Sands, respectively. Macao room revenues increased due to increased ADR and occupancy, partially offset by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand. Marina Bay Sands room revenues increased primarily due to increases in ADR and occupancy, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of the room renovations, which began in 2024 and concluded in May 2025. The following table summarizes the results of our room activity:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Room revenues in millions) | |||||||||||||||||
| Macao Operations: | |||||||||||||||||
| The Venetian Macao | |||||||||||||||||
| Total room revenues | $ | 155 | $ | 156 | (0.6) | % | |||||||||||
| Occupancy rate | 98.8 | % | 97.6 | % | 1.2 | pts | |||||||||||
| Average daily room rate (ADR) | $ | 200 | $ | 202 | (1.0) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 197 | $ | 197 | — | % | |||||||||||
The Londoner Macao | |||||||||||||||||
| Total room revenues | $ | 270 | $ | 234 | 15.4 | % | |||||||||||
| Occupancy rate | 95.7 | % | 96.1 | % | (0.4) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 269 | $ | 201 | 33.8 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 257 | $ | 193 | 33.2 | % | |||||||||||
| The Parisian Macao | |||||||||||||||||
| Total room revenues | $ | 103 | $ | 102 | 1.0 | % | |||||||||||
| Occupancy rate | 98.7 | % | 96.5 | % | 2.2 | pts | |||||||||||
| Average daily room rate (ADR) | $ | 151 | $ | 152 | (0.7) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 149 | $ | 147 | 1.4 | % | |||||||||||
| The Plaza Macao and Four Seasons Macao | |||||||||||||||||
| Total room revenues | $ | 85 | $ | 77 | 10.4 | % | |||||||||||
| Occupancy rate | 94.0 | % | 89.0 | % | 5.0 | pts | |||||||||||
| Average daily room rate (ADR) | $ | 499 | $ | 482 | 3.5 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 469 | $ | 429 | 9.3 | % | |||||||||||
| Sands Macao | |||||||||||||||||
| Total room revenues | $ | 13 | $ | 13 | — | % | |||||||||||
| Occupancy rate | 98.9 | % | 99.0 | % | (0.1) | pts | |||||||||||
| Average daily room rate (ADR) | $ | 172 | $ | 173 | (0.6) | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 170 | $ | 171 | (0.6) | % | |||||||||||
| Singapore Operations: | |||||||||||||||||
Marina Bay Sands | |||||||||||||||||
| Total room revenues | $ | 417 | $ | 375 | 11.2 | % | |||||||||||
| Occupancy rate | 95.3 | % | 95.0 | % | 0.3 | pts | |||||||||||
| Average daily room rate (ADR) | $ | 933 | $ | 796 | 17.2 | % | |||||||||||
| Revenue per available room (RevPAR) | $ | 889 | $ | 757 | 17.4 | % | |||||||||||
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Mall revenues increased $35 million compared to the nine months ended September 30, 2024. The increase of $22 million at our Macao operations was primarily driven by increases of $15 million in overage rent, $4 million in base rent and $3 million in revenues related to CAM. The $13 million increase related to Marina Bay Sands was driven by a $15 million increase in base rent and revenues related to CAM, partially offset by a $2 million decrease in overage rent. For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
Nine Months Ended September 30,(1) | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (Mall revenues in millions) | |||||||||||||||||
| Macao Operations: | |||||||||||||||||
| Shoppes at Venetian | |||||||||||||||||
| Total mall revenues | $ | 185 | $ | 167 | 10.8 | % | |||||||||||
| Mall gross leasable area (in square feet) | 829,395 | 822,456 | 0.8 | % | |||||||||||||
| Occupancy | 87.8 | % | 83.6 | % | 4.2 | pts | |||||||||||
| Base rent per square foot | $ | 286 | $ | 289 | (1.0) | % | |||||||||||
Tenant sales per square foot | $ | 1,798 | $ | 1,615 | 11.3 | % | |||||||||||
Shoppes at Londoner(2) | |||||||||||||||||
| Total mall revenues | $ | 65 | $ | 53 | 22.6 | % | |||||||||||
| Mall gross leasable area (in square feet) | 518,267 | 566,272 | (8.5) | % | |||||||||||||
| Occupancy | 78.1 | % | 70.5 | % | 7.6 | pts | |||||||||||
| Base rent per square foot | $ | 177 | $ | 155 | 14.2 | % | |||||||||||
Tenant sales per square foot | $ | 1,454 | $ | 1,491 | (2.5) | % | |||||||||||
Shoppes at Parisian(2) | |||||||||||||||||
| Total mall revenues | $ | 15 | $ | 20 | (25.0) | % | |||||||||||
| Mall gross leasable area (in square feet) | 257,918 | 296,818 | (13.1) | % | |||||||||||||
| Occupancy | 70.4 | % | 67.7 | % | 2.7 | pts | |||||||||||
| Base rent per square foot | $ | 84 | $ | 103 | (18.4) | % | |||||||||||
Tenant sales per square foot | $ | 455 | $ | 525 | (13.3) | % | |||||||||||
Shoppes at Four Seasons(2) | |||||||||||||||||
| Total mall revenues | $ | 114 | $ | 116 | (1.7) | % | |||||||||||
| Mall gross leasable area (in square feet) | 248,304 | 261,845 | (5.2) | % | |||||||||||||
| Occupancy | 94.2 | % | 90.1 | % | 4.1 | pts | |||||||||||
| Base rent per square foot | $ | 615 | $ | 630 | (2.4) | % | |||||||||||
Tenant sales per square foot | $ | 4,366 | $ | 5,832 | (25.1) | % | |||||||||||
| Singapore Operations: | |||||||||||||||||
| The Shoppes at Marina Bay Sands | |||||||||||||||||
| Total mall revenues | $ | 193 | $ | 180 | 7.2 | % | |||||||||||
| Mall gross leasable area (in square feet) | 620,530 | 615,944 | 0.7 | % | |||||||||||||
| Occupancy | 95.9 | % | 99.1 | % | (3.2) | pts | |||||||||||
| Base rent per square foot | $ | 385 | $ | 354 | 8.8 | % | |||||||||||
Tenant sales per square foot | $ | 2,893 | $ | 2,919 | (0.9) | % | |||||||||||
__________________________
Note: This table excludes the results of our retail outlets at Sands Macao.
(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2025 and 2024, they are identical to the summary presented herein for the three months ended September 30, 2025 and 2024, respectively.
(2) During the nine months ended September 30, 2025, approximately 49,000, 37,000 and 14,000 square feet of space at the Shoppes at Londoner, the Shoppes at Parisian and the Shoppes at Four Seasons, respectively, was removed from the respective gross leasable area as it was taken off the market and not available for leasing.
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Operating Expenses
Our operating expenses consisted of the following:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Casino | $ | 3,752 | $ | 3,441 | 9.0 | % | |||||||||||
| Rooms | 257 | 234 | 9.8 | % | |||||||||||||
| Food and beverage | 400 | 379 | 5.5 | % | |||||||||||||
| Mall | 69 | 62 | 11.3 | % | |||||||||||||
| Convention, retail and other | 177 | 177 | — | % | |||||||||||||
| Provision for credit losses | 39 | 10 | 290.0 | % | |||||||||||||
| General and administrative | 873 | 847 | 3.1 | % | |||||||||||||
| Corporate | 220 | 215 | 2.3 | % | |||||||||||||
| Pre-opening | 20 | 10 | 100.0 | % | |||||||||||||
| Development | 210 | 169 | 24.3 | % | |||||||||||||
| Depreciation and amortization | 1,101 | 960 | 14.7 | % | |||||||||||||
| Amortization of leasehold interests in land | 56 | 45 | 24.4 | % | |||||||||||||
| Loss on disposal or impairment of assets | 83 | 41 | 102.4 | % | |||||||||||||
| Total operating expenses | $ | 7,257 | $ | 6,590 | 10.1 | % | |||||||||||
Operating expenses were $7.26 billion for the nine months ended September 30, 2025, an increase of $667 million compared to $6.59 billion for the nine months ended September 30, 2024. The increase was primarily driven by increases of $311 million in casino expenses, $141 million in depreciation and amortization, $41 million in development expense and $42 million in loss on disposal or impairment of assets.
Casino expenses increased $311 million compared to the nine months ended September 30, 2024. The increase was attributable to increases of $213 million and $98 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to a $189 million increase in gaming taxes, consistent with increased gross gaming revenues and an increase in gaming tax rates from 8% to 12% on premium play beginning in July (compared to the increased tax rate beginning in November last year) due to the tiered tax structure in Singapore. The increase at our Macao operations was primarily due to a $23 million increase in gaming taxes, consistent with increased gross gaming revenues, and increases in casino marketing and payroll and related expenses.
Room expenses increased $23 million compared to the nine months ended September 30, 2024, due to increases of $12 million and $11 million at Marina Bay Sands and our Macao operations, respectively. These increases were driven by higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands and the conversion of the Sheraton towers to the Londoner Grand in Macao.
Food and beverage expenses increased $21 million compared to the nine months ended September 30, 2024, due to increases of $14 million and $7 million at Marina Bay Sands and our Macao operations, respectively. The increases were driven by increased business volumes and the opening of venues since the second half of 2024.
Provision for credit losses was $39 million for the nine months ended September 30, 2025, compared to $10 million for the nine months ended September 30, 2024. The increase in provision was due to increases of $19 million and $10 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to a $10 million increase in the provision for the current period and a $9 million decrease in settlements of previously reserved accounts. The increase at our Macao operations was primarily due to $7 million increase in provision for the current period and a $3 million decrease in settlements of previously reserved accounts. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $26 million compared to the nine months ended September 30, 2024. The increase was primarily due to an increase of $31 million at Marina Bay Sands, partially offset by a decrease of $5 million at our Macao operations. The increase at Marina Bay Sands was primarily due to increases in payroll, property taxes, maintenance contracts and software and hosting services. The decrease at our Macao operations was primarily due to decreases in marketing and repairs and maintenance costs.
45
Corporate expenses increased $5 million compared to the nine months ended September 30, 2024. The increase was primarily due to a $9 million increase in payroll and related expenses and $5 million in legal fee recoveries recorded during the nine months ended September 30, 2024, partially offset by $10 million recorded during the three months ended March 31, 2024, related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024, and covers the years from 2023 to 2025.
Pre-opening expenses were $20 million for the nine months ended September 30, 2025, compared to $10 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the increase was primarily due to increases in marketing and media expenses for the Londoner Grand and property taxes related to the MBS Expansion Project in Singapore.
Development expenses were $210 million for the nine months ended September 30, 2025, compared to $169 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the increased costs were associated with increased efforts primarily related to our digital gaming pursuits. Development costs are expensed as incurred.
Depreciation and amortization increased $141 million compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $111 million and $28 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to the completion of the room renovations that were placed into service throughout 2024 and the first half of 2025. The increase at our Macao operations was driven by a $91 million increase due to new assets placed into service from the fourth quarter of 2024 onward, mainly related to Phase II of The Londoner Macao project and The Venetian Arena, partially offset by a $65 million decrease in depreciation due to assets fully depreciated during the prior year and through the third quarter of the current year, including Sheraton-related assets fully depreciated in connection with Phase II of The Londoner Macao project.
Loss on disposal or impairment of assets was $83 million for the nine months ended September 30, 2025, compared to $41 million for the nine months ended September 30, 2024. The losses incurred for the nine months ended September 30, 2025, consisted primarily of impairments of $51 million on assets associated with the decision to no longer pursue the development of certain digital gaming activities, $9 million related to assets associated with the decision to no longer pursue a casino license from the state of New York and $3 million related to certain assets in Texas, and losses of $13 million in Macao primarily due to the demolition costs for room renovations at Londoner Grand and $6 million at Corporate primarily due to asset disposals related to an aircraft remodeling.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Percent Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Macao: | |||||||||||||||||
| The Venetian Macao | $ | 703 | $ | 843 | (16.6) | % | |||||||||||
| The Londoner Macao | 577 | 399 | 44.6 | % | |||||||||||||
| The Parisian Macao | 163 | 228 | (28.5) | % | |||||||||||||
| The Plaza Macao and Four Seasons Macao | 214 | 238 | (10.1) | % | |||||||||||||
| Sands Macao | 27 | 36 | (25.0) | % | |||||||||||||
| Ferry Operations and Other | 18 | 12 | 50.0 | % | |||||||||||||
| 1,702 | 1,756 | (3.1) | % | ||||||||||||||
| Marina Bay Sands | 2,116 | 1,515 | 39.7 | % | |||||||||||||
Consolidated adjusted property EBITDA(1) | $ | 3,818 | $ | 3,271 | 16.7 | % | |||||||||||
____________________
(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA
46
calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Consolidated adjusted property EBITDA | $ | 3,818 | $ | 3,271 | |||||||
| Other Operating Costs and Expenses | |||||||||||
Stock-based compensation(a) | (17) | (19) | |||||||||
| Corporate | (220) | (215) | |||||||||
| Pre-opening | (20) | (10) | |||||||||
| Development | (210) | (169) | |||||||||
| Depreciation and amortization | (1,101) | (960) | |||||||||
| Amortization of leasehold interests in land | (56) | (45) | |||||||||
| Loss on disposal or impairment of assets | (83) | (41) | |||||||||
Operating income | 2,111 | 1,812 | |||||||||
| Other Non-Operating Costs and Expenses | |||||||||||
| Interest income | 123 | 218 | |||||||||
| Interest expense, net of amounts capitalized | (555) | (547) | |||||||||
Other income (expense) | (12) | 16 | |||||||||
| Loss on modification or early retirement of debt | (5) | — | |||||||||
| Income tax expense | (244) | (139) | |||||||||
Net income | $ | 1,418 | $ | 1,360 | |||||||
(a)During the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense of $52 million and $58 million, respectively, of which $35 million and $39 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
Adjusted property EBITDA at our Macao operations decreased $54 million compared to the nine months ended September 30, 2024, primarily due to increased expenses driven by increased competition for gross gaming revenues in Macao.
Adjusted property EBITDA at Marina Bay Sands increased $601 million compared to the nine months ended September 30, 2024. The increase was primarily due to increased casino and room operations driven by the introduction of new and elevated suites and rooms and other amenities at Marina Bay Sands.
Interest Expense
The following table summarizes information related to interest expense:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in millions) | |||||||||||
Interest cost | $ | 563 | $ | 557 | |||||||
Less — capitalized interest | (8) | (10) | |||||||||
Interest expense, net | $ | 555 | $ | 547 | |||||||
Weighted average total debt balance | $ | 15,225 | $ | 14,219 | |||||||
Weighted average interest rate | 4.7 | % | 5.0 | % | |||||||
Interest cost was primarily impacted by an increase in the weighted average total debt balance from $14.22 billion to $15.23 billion, partially offset by a decrease in the weighted average interest rate from 5.0% to 4.7%. The weighted average total debt balance increased primarily due to the issuance of the LVSC Senior Notes on May 6, 2025, and from the 2025 Singapore Credit Facility, which proceeds were used to repay the $500 million 2.900% LVSC Senior Notes due June 2025 and to fund our share repurchases and the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the
47
Additional Gaming Area. The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility and 2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.
Other Factors Affecting Earnings
Interest income was $123 million for the nine months ended September 30, 2025, compared to $218 million for the nine months ended September 30, 2024, a decrease of $95 million, which was primarily attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.
Other expense was $12 million for the nine months ended September 30, 2025, compared to other income of $16 million for the nine months ended September 30, 2024. Other expense during the nine months ended September 30, 2025, was primarily attributable to foreign currency transaction losses related to the early redemption of the remaining outstanding balance of the 5.125% SCL Senior Notes due August 2025 of $1.63 billion and a debt investment impairment loss. This was partially offset by foreign currency remeasurement gains on U.S. dollar denominated debt held by SCL.
Our income tax expense was $244 million on income before income taxes of $1.66 billion for the nine months ended September 30, 2025, resulting in a 14.7% effective income tax rate. This compares to a 9.3% effective income tax rate for the nine months ended September 30, 2024. The income tax expense for the nine months ended September 30, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations, and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao. The income tax expense for the nine months ended September 30, 2024, reflects an income tax benefit of $57 million related to the reversal of the anticipated Macao shareholder dividend tax previously recorded, due to the shareholder dividend tax agreement entered into with the Macao government in February 2024 and covering the years from 2023 through 2025.
On July 4, 2025, the U.S. enacted tax legislation referred to as the OBBB. The OBBB includes significant changes to U.S. income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years. The financial impact of the enactment is included in the Company’s operating results for the nine months ended September 30, 2025. The OBBB is not expected to have a material impact on the Company’s 2025 effective tax rate. Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.
The net income attributable to noncontrolling interests was $186 million for the nine months ended September 30, 2025, compared to $238 million for the nine months ended September 30, 2024. These amounts were related to the noncontrolling interest of SCL.
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Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia provides meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for common area maintenance and other expenditures.
The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 2025 and 2024:
| Shoppes at Venetian | Shoppes at Four Seasons | Shoppes at Londoner | Shoppes at Parisian | The Shoppes at Marina Bay Sands | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| For the three months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Mall revenues: | |||||||||||||||||||||||||||||
Minimum rents(1) | $ | 49 | $ | 29 | $ | 14 | $ | 2 | $ | 50 | |||||||||||||||||||
| Overage rents | 7 | 7 | 4 | — | 11 | ||||||||||||||||||||||||
| CAM, levies and direct recoveries | 8 | 2 | 5 | 3 | 8 | ||||||||||||||||||||||||
| Total mall revenues | 64 | 38 | 23 | 5 | 69 | ||||||||||||||||||||||||
| Mall operating expenses: | |||||||||||||||||||||||||||||
| Common area maintenance | 4 | 1 | 3 | 2 | 7 | ||||||||||||||||||||||||
| Marketing and other direct operating expenses | 4 | 2 | 1 | — | 1 | ||||||||||||||||||||||||
Mall operating expenses | 8 | 3 | 4 | 2 | 8 | ||||||||||||||||||||||||
Property taxes(2) | — | — | — | — | 1 | ||||||||||||||||||||||||
Mall-related expenses(3) | $ | 8 | $ | 3 | $ | 4 | $ | 2 | $ | 9 | |||||||||||||||||||
| For the three months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Mall revenues: | |||||||||||||||||||||||||||||
Minimum rents(1) | $ | 47 | $ | 32 | $ | 11 | $ | 3 | $ | 44 | |||||||||||||||||||
| Overage rents | 4 | 6 | 4 | 1 | 11 | ||||||||||||||||||||||||
| CAM, levies and direct recoveries | 8 | 2 | 5 | 2 | 8 | ||||||||||||||||||||||||
| Total mall revenues | 59 | 40 | 20 | 6 | 63 | ||||||||||||||||||||||||
| Mall operating expenses: | |||||||||||||||||||||||||||||
| Common area maintenance | 4 | 1 | 3 | 1 | 5 | ||||||||||||||||||||||||
| Marketing and other direct operating expenses | 3 | 3 | 1 | 1 | 2 | ||||||||||||||||||||||||
Mall operating expenses | 7 | 4 | 4 | 2 | 7 | ||||||||||||||||||||||||
Property taxes(2) | — | — | — | — | 1 | ||||||||||||||||||||||||
Mall-related expenses(3) | $ | 7 | $ | 4 | $ | 4 | $ | 2 | $ | 8 | |||||||||||||||||||
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| Shoppes at Venetian | Shoppes at Four Seasons | Shoppes at Londoner | Shoppes at Parisian | The Shoppes at Marina Bay Sands | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| For the nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Mall revenues: | |||||||||||||||||||||||||||||
Minimum rents(1) | $ | 145 | $ | 87 | $ | 41 | $ | 7 | $ | 144 | |||||||||||||||||||
| Overage rents | 15 | 19 | 8 | 2 | 25 | ||||||||||||||||||||||||
| CAM, levies and direct recoveries | 25 | 8 | 16 | 6 | 24 | ||||||||||||||||||||||||
| Total mall revenues | 185 | 114 | 65 | 15 | 193 | ||||||||||||||||||||||||
| Mall operating expenses: | |||||||||||||||||||||||||||||
| Common area maintenance | 11 | 4 | 7 | 4 | 19 | ||||||||||||||||||||||||
| Marketing and other direct operating expenses | 10 | 6 | 4 | 2 | 2 | ||||||||||||||||||||||||
Mall operating expenses | 21 | 10 | 11 | 6 | 21 | ||||||||||||||||||||||||
Property taxes(2) | 1 | — | — | — | 4 | ||||||||||||||||||||||||
Mall-related expenses(3) | $ | 22 | $ | 10 | $ | 11 | $ | 6 | $ | 25 | |||||||||||||||||||
| For the nine months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Mall revenues: | |||||||||||||||||||||||||||||
Minimum rents(1) | $ | 137 | $ | 94 | $ | 32 | $ | 12 | $ | 130 | |||||||||||||||||||
| Overage rents | 6 | 14 | 7 | 2 | 27 | ||||||||||||||||||||||||
| CAM, levies and direct recoveries | 24 | 8 | 14 | 6 | 23 | ||||||||||||||||||||||||
| Total mall revenues | 167 | 116 | 53 | 20 | 180 | ||||||||||||||||||||||||
| Mall operating expenses: | |||||||||||||||||||||||||||||
| Common area maintenance | 11 | 4 | 7 | 3 | 16 | ||||||||||||||||||||||||
| Marketing and other direct operating expenses | 6 | 5 | 3 | 2 | 5 | ||||||||||||||||||||||||
Mall operating expenses | 17 | 9 | 10 | 5 | 21 | ||||||||||||||||||||||||
Property taxes(2) | 1 | — | — | — | 3 | ||||||||||||||||||||||||
Mall-related expenses(3) | $ | 18 | $ | 9 | $ | 10 | $ | 5 | $ | 24 | |||||||||||||||||||
Note: This table excludes the results of our retail outlets at Sands Macao.
(1)Minimum rents include base rents and straight-line adjustments of base rents.
(2)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, 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.
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. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
In the tables 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.
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Development Projects
We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.
Macao
As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on September 30, 2025). Of this total, 33.39 billion patacas (approximately $4.16 billion at exchange rates in effect on September 30, 2025) must be invested in non-gaming projects. These investments must be accomplished by December 2032.
Pursuant to the Concession, we have spent approximately $168 million on these projects for the year ended December 31, 2023. This amount was reviewed and confirmed as qualified spend under the Concession by the Macao government following an audit conducted in July 2024, with results issued in November 2024. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year. As of the date of this filing, the audit process for the Company’s investments spent during the year ended December 31, 2024, has commenced.
Phase II of The Londoner Macao primarily includes the conversion of the Sheraton Grand Macao into the Londoner Grand, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings. The conversion of the Sheraton Grand Macao into the Londoner Grand was completed in the second quarter of 2025 and represents Macao’s first Marriott International Luxury Collection hotel. Construction of the newly renovated rooms and suites at the Londoner Grand was completed in early April 2025 and resulted in a total of 2,405 rooms and suites. These projects were substantially completed during the first quarter of 2025.
Singapore
In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands. The MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
On January 8, 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Land Premium”). These allocations prescribe and limit the use of the gross floor area for hotel, gaming, retail, food and beverage, MICE and arena at the MBS Expansion Project site. The Second Supplemental Agreement also formalized the dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project, being July 8, 2025 and July 8, 2029, respectively. Construction works for the project commenced as of May 26, 2025, before the requisite commencement date under the Second Supplemental Agreement.
Our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.
Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of the additional 2,000 square meters of gaming area, increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.
We have incurred approximately $2.4 billion as of September 30, 2025, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payment of SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) for the Additional Gaming Area payment, which was made on April 2, 2025.
The Tower 3 hotel room renovations at Marina Bay Sands into world class suites was completed in the second quarter of 2025 and the Company is continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings. As of September 30, 2025, we have incurred $416 million in costs to complete these projects, which are in addition to the MBS Expansion Project. The completion of the renovations of Towers 1, 2 and 3 resulted in a total of 1,844 rooms including 775 suites.
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New York
On June 2, 2023, we acquired the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York. We purchased the Nassau Coliseum with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort. On April 23, 2025, we announced our decision to cease pursuit of a casino license from the state of New York in light of concerns regarding a lower anticipated return on investment due to various factors, including the impact of the potential legalization of online gaming on the New York market. We continue to consider potential acquirors and other development opportunities for the Nassau Coliseum site. There is no assurance we will be able to accomplish a sale or other development opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.
Other
We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.
Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Net cash generated from operating activities | $ | 1,819 | $ | 2,289 | |||||||
Cash flows from investing activities: | |||||||||||
| Capital expenditures | (894) | (1,020) | |||||||||
| Proceeds from disposal of property and equipment | 7 | 1 | |||||||||
| Acquisition of intangible assets and other | (75) | (10) | |||||||||
Other | 11 | — | |||||||||
| Net cash used in investing activities | (951) | (1,029) | |||||||||
Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock options | 1 | 1 | |||||||||
| Tax withholding on vesting of equity awards | (2) | (4) | |||||||||
| Repurchase of common stock | (1,716) | (1,300) | |||||||||
| Dividends paid and noncontrolling interest payments | (664) | (445) | |||||||||
| Proceeds from debt | 6,781 | 1,748 | |||||||||
| Repayments of debt | (4,887) | (1,979) | |||||||||
| Payments of financing costs | (201) | (21) | |||||||||
| Settled contracts for purchase of noncontrolling interest | (416) | — | |||||||||
| Unsettled contracts for purchase of noncontrolling interest | (59) | (103) | |||||||||
| Other | (29) | (78) | |||||||||
| Net cash used in financing activities | $ | (1,192) | $ | (2,181) | |||||||
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. Cash flows from operating activities for the nine months ended September 30, 2025, decreased $470 million compared to the nine months ended September 30, 2024. The decrease in cash generated from operations was primarily related to the $848 million payment for MBS’ purchase of the Additional Gaming Area and a decrease in operating income from our Macao properties, partially offset by an increase in operating income from Marina Bay Sands and an increase in cash related to changes in working capital.
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Cash Flows — Investing Activities
Capital expenditures for the nine months ended September 30, 2025, totaled $894 million. Included in this amount was $434 million for construction and development activities in Macao, which consisted of $271 million for The Londoner Macao, primarily due to the Londoner Grand, $131 million for The Venetian Macao and $32 million for the other Macao properties, $425 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $35 million for corporate and other costs. Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which gaming license now expires in April 2028.
Capital expenditures for the nine months ended September 30, 2024, totaled $1.02 billion. Included in this amount was $534 million for construction and development activities in Macao, which consisted of $348 million for The Londoner Macao, $155 million for The Venetian Macao and $31 million for other Macao properties, and $454 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property. Additionally, we funded $32 million for corporate and other costs.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.19 billion for the nine months ended September 30, 2025. We utilized $1.72 billion for common stock repurchases, $664 million for dividend payments, $475 million to purchase SCL shares through open market transactions and forward contracts, and $201 million for deferred offering costs for the refinancing of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility, and the draw down on the 2024 SCL Term Loan Facility. Additionally, there were net proceeds of debt of $1.89 billion, primarily related to proceeds received from the issuance of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility. Lastly, we paid $30 million in other financial liability payments.
Net cash flows used in financing activities were $2.18 billion for the nine months ended September 30, 2024. We utilized $1.30 billion for common stock repurchases and $445 million for dividend payments related to our stockholder return of capital program, and funded $103 million for a forward contract to purchase common stock of SCL to increase our equity ownership in SCL and $50 million for a capped call contract to purchase common stock of LVSC. There were net repayments of debt of $231 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million. Lastly, we paid $21 million in deferred offering costs, primarily related to the new LVSC revolving credit agreement and the issuance of new LVSC senior notes, and $28 million in other financial liability payments.
Capital Financing Overview
We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.
On February 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.91 billion at exchange rates in effect on September 30, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available a SGD 750 million (approximately $581 million at exchange rates in effect on September 30, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and a SGD 7.50 billion (approximately $5.81 billion at exchange rates in effect on September 30, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility”). On February 28, 2025, MBS drew the full amount of the 2025 Singapore Term Loan Facility and SGD 62 million (approximately $46 million at exchange rates in effect at the time of the transaction) from the 2025 Singapore Delayed Draw Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility. MBS may draw under the 2025 Singapore Revolving Facility to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes. The proceeds from the 2025 Singapore Delayed Draw Term Loan Facility may be used to finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project. In connection with entering into the 2025 Singapore Credit Facility, the commitments under MBS’s amended and restated credit facility agreement, the 2012 Singapore Credit Facility, were terminated. Refer to “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details.
On April 1, 2025, MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.
On May 6, 2025, in an underwritten public offering, we issued, two series of senior unsecured notes in an aggregate principal amount of $1.50 billion (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt”). The net proceeds from the offering were used to redeem in full the outstanding principal under the $500 million 2.900% LVSC Senior Notes due June 25, 2025 and any accrued interest, and to pay transaction-related fees and expenses. The remaining proceeds are being used for general corporate purposes, including share repurchases.
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On June 5, 2025, we drew down HKD 12.75 billion (approximately $1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, in which the proceeds, together with cash on hand, were used to redeem in full the outstanding principal amount of $1.63 billion of the 5.125% SCL Senior Notes due August 8, 2025.
Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements. As of September 30, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.39x, 3.37x and 1.51x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.
We held unrestricted cash and cash equivalents of $3.35 billion and restricted cash of $125 million as of September 30, 2025, of which approximately $1.86 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.86 billion, approximately $1.57 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 do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.
We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.35 billion and cash flow generated from operations, as well as $4.46 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit.
We believe we are well positioned to support our operations, maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments, as well as meet our commitments under the Macao concession. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.
On June 20 and September 12, 2025 SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which we retained $380 million during the nine months ended September 30, 2025).
On February 19, May 14 and August 13, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, during the nine months ended September 30, 2025, recorded $526 million as a distribution against retained earnings. In October 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $169 million) to be paid on November 12, 2025, to stockholders of record on November 4, 2025. Our Board of Directors announced a $0.20 increase in the Company’s recurring common stock dividend for the 2026 calendar year, raising the annual dividend to $1.20 per share ($0.30 per share per quarter). Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.
During December 2024 and April, June and September 2025, our wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into four separate share purchase agreements with financial institutions (the “Agents”) for the purchase of the common stock of SCL (the “SCL Purchase Agreements”). Pursuant to the terms of the SCL Purchase Agreements, VVDI II made up-front payments totaling HKD 3.65 billion (HKD 800 million in December 2024 and HKD 2.85 billion during 2025) under the SCL Purchase Agreements (collectively, approximately $468 million at exchange rates as of the date of the transactions) to the Agents.
The SCL Purchase Agreements allowed for the delivery of shares on a daily basis. All share purchase transactions have concluded, with the last transaction having concluded on October 10, 2025. As of September 30, 2025, 174,801,839 shares (of which 25,112,000 shares were delivered during December 2024) in total of SCL common stock were delivered to the Company and an additional 21,938,400 shares were delivered from October 1 through October 10, 2025.
Additionally, during the three months ended September 30, 2025, we purchased the common stock of SCL in open market transactions, which resulted in the purchase of 41,944,000 shares of SCL common stock for HKD 852 million (approximately $109 million at exchange rates in effect on September 30, 2025).
The total additional SCL shares purchased related to these transactions resulted in an increase of our ownership of SCL to approximately 74.49% as of September 30, 2025, and 74.76% as of October 10, 2025.
54
Share Repurchase Program
During the nine months ended September 30, 2025, we repurchased 39,487,824 shares of our common stock for $1.77 billion (including $1 million in commissions and $17 million in excise tax) under our share repurchase program. On April 22, 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion. All share repurchases of our common stock have been recorded as treasury stock. As of September 30, 2025, the remaining amount authorized under the share repurchase program was $700 million. Subsequently, on October 21, 2025, our Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2027.
Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.
Aggregate Indebtedness and Other Contractual Obligations
As of September 30, 2025, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, with the exception of the new 2025 Singapore Credit Facility and LVSC Senior Notes and the associated interest payments, the draw down on the 2025 Singapore Delayed Draw Term Loan Facility and the 2024 SCL Term Loan and the associated interest payments and, the extinguishment of the 2025 LVSC Senior Notes, the 2025 SCL Senior Notes and the 2012 Singapore Credit Facility. | |||||||||||||||||||||||||||||
Payments Due by Period | |||||||||||||||||||||||||||||
2025(1) | 2026 - 2027 | 2028 - 2029 | Thereafter | Total | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
Debt Obligations | |||||||||||||||||||||||||||||
LVSC Senior Notes(2) | $ | — | $ | — | $ | 1,000 | $ | 500 | $ | 1,500 | |||||||||||||||||||
2025 Singapore Credit Facility(2) | 15 | 116 | 116 | 3,558 | 3,805 | ||||||||||||||||||||||||
2024 SCL Term Loan Facility(2) | 12 | 98 | 99 | 1,417 | 1,626 | ||||||||||||||||||||||||
Fixed interest payments | 52 | 173 | 88 | 15 | 328 | ||||||||||||||||||||||||
Variable interest payments(3) | 44 | 342 | 326 | 190 | 902 | ||||||||||||||||||||||||
| Total | $ | 123 | $ | 729 | $ | 1,629 | $ | 5,680 | $ | 8,161 | |||||||||||||||||||
(1)Represents the three-month period ending December 31, 2025.
(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details on this financing transaction.
(3)Based on the 1-month rate as of September 30, 2025, Hong Kong Interbank Offer Rate (“HIBOR) of 3.54% and Singapore Overnight Rate Average (“SORA”) of 1.20%, plus the applicable interest rate spread in accordance with the respective debt agreements.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this 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. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These statements represent our expectations, beliefs, intentions or strategies concerning future events that, by their nature, involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance, achievements or other expectations to be materially different from any future results, performance, achievements or other expectations expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risks associated with:
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•Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy;
•Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations;
•Our business is sensitive to the willingness of our customers to travel;
•We are subject to extensive regulations that govern our operations in any jurisdiction where we operate;
•Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate;
•We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries;
•Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations;
•We are subject to fluctuations in foreign currency exchange rates;
•We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons;
•Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings;
•We face the risk of fraud and cheating;
•Our operations face significant competition, which may increase in the future;
•Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful;
•Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows;
•There are significant risks associated with our current and planned construction projects;
•Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us;
•The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted;
•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face;
•Conducting business in Macao and Singapore has certain political and economic risks;
•Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates;
•We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi;
•VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas;
•Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations;
•The interests of our principal stockholders in our business may be different from yours;
•Conflicts of interest may arise because certain of our directors and officers are also directors of SCL;
•We depend on the continued services of key officers;
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•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.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made. The Company assumes no obligation to update any forward-looking statements, except as required by federal securities laws.
Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.
In addition, we post certain information regarding SCL, a subsidiary of 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.
The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.
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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. 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. 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 September 30, 2025, the estimated fair value of our debt was approximately $15.76 billion, compared to its contractual value of $15.78 billion. 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 $281 million. A hypothetical 100 basis point change in Secured Overnight Financing Rate (“SOFR”), HIBOR and SORA would cause our annual interest cost on our debt to change by approximately $54 million.
Foreign currency transaction losses were $17 million for the nine months ended September 30, 2025, primarily due to U.S. dollar denominated debt issued by SCL. We may be vulnerable to changes in the USD/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 September 30, 2025; however, these balances fluctuate to support our operations. Based on balances as of September 30, 2025, a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $9 million (net of the impact from the foreign currency swap agreements). 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.
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of September 30, 2025, and have concluded they are effective at the reasonable assurance level.
It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or were reasonably likely to have a material effect, on the Company’s internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made by the Company of its common stock during the quarter ended September 30, 2025:
| 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) | ||||||||||||||||||||||
July 1, 2025 — July 31, 2025 | 1,234,052 | $ | 52.67 | 1,234,052 | $ | 1,135 | ||||||||||||||||||||
August 1, 2025 — August 31, 2025 | 7,411,362 | $ | 54.49 | 7,411,362 | $ | 731 | ||||||||||||||||||||
September 1, 2025 — September 30, 2025 | 547,000 | $ | 56.95 | 547,000 | $ | 700 | ||||||||||||||||||||
Total | 9,192,414 | 9,192,414 | ||||||||||||||||||||||||
(1)Calculated excluding commissions.
(2)On October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount of the share repurchase program from $195 million to $2.0 billion and extending its expiration date from November 3, 2025 to November 3, 2026. On April 22, 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion. Subsequently, on October 21, 2025, our Board of Directors authorized increasing the remaining share repurchase amount of the share repurchase program to $2.0 billion and extending its expiration date from November 3, 2026 to November 3, 2027.
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 stock.
ITEM 5 — OTHER INFORMATION
During the quarter ended September 30, 2025, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.
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ITEM 6 — EXHIBITS
List of Exhibits
| Exhibit No. | Description of Document | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1+ | ||||||||
| 32.2+ | ||||||||
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
____________________
+ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| LAS VEGAS SANDS CORP. | |||||||||||
| October 24, 2025 | By: | /S/ ROBERT G. GOLDSTEIN | |||||||||
| Robert G. Goldstein Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| October 24, 2025 | By: | /S/ RANDY HYZAK | |||||||||
| Randy Hyzak Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
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