Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025December 31, 2024
(In millions, except par value) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$3,450$3,650
Accounts receivable, net of provision for credit losses of $186533417
Inventories4041
Prepaid expenses and other240182
Total current assets4,2634,290
Loan receivable1,2641,264
Property and equipment, net12,04411,993
Restricted cash and cash equivalents125125
Deferred income taxes, net140122
Leasehold interests in land, net2,9562,002
Goodwill and intangible assets, net641545
Other assets, net417325
Total assets$21,850$20,666
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$162$164
Construction payables188263
Other accrued liabilities1,9181,985
Income taxes payable310229
Current maturities of debt9233,160
Total current liabilities3,5015,801
Other long-term liabilities987925
Deferred income taxes183188
Debt14,89710,592
Total liabilities19,56817,506
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding——
Common stock, $0.001 par value, 1,000 shares authorized, 835 and 834 shares issued, 687 and 716 shares outstanding11
Treasury stock, at cost, 148 and 118 shares(8,021)(6,759)
Capital in excess of par value6,0936,245
Accumulated other comprehensive income (loss)4(58)
Retained earnings3,9143,455
Total Las Vegas Sands Corp. stockholders’ equity1,9912,884
Noncontrolling interests291276
Total equity2,2823,160
Total liabilities and equity$21,850$20,666

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(In millions, except per share data) (Unaudited)
Revenues:
Casino$2,415$2,035$4,542$4,263
Rooms345313669643
Food and beverage147148288298
Mall187174373348
Convention, retail and other8191165168
Net revenues3,1752,7616,0375,720
Operating expenses:
Casino1,2421,1412,3992,321
Rooms8777168155
Food and beverage130124256250
Mall22194439
Convention, retail and other5758116115
Provision for credit losses1642115
General and administrative292268565554
Corporate6969142147
Pre-opening93136
Development6961138114
Depreciation and amortization371316733636
Amortization of leasehold interests in land20143530
Loss on disposal or impairment of assets8161530
2,3922,1704,6454,412
Operating income7835911,3921,308
Other income (expense):
Interest income428084151
Interest expense, net of amounts capitalized(194)(186)(368)(368)
Other income (expense)(22)11(23)5
Loss on modification or early retirement of debt——(5)—
Income before income taxes6094961,0801,096
Income tax expense(90)(72)(153)(89)
Net income5194249271,007
Net income attributable to noncontrolling interests(58)(71)(114)(160)
Net income attributable to Las Vegas Sands Corp.$461$353$813$847
Earnings per share:
Basic$0.66$0.48$1.15$1.14
Diluted$0.66$0.48$1.15$1.13
Weighted average shares outstanding:
Basic695740704745
Diluted696741704747

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(In millions) (Unaudited)
Net income$519$424$927$1,007
Currency translation adjustment102(13)129(70)
Foreign currency hedge adjustments(95)(2)(85)(14)
Total comprehensive income526409971923
Comprehensive income attributable to noncontrolling interests(37)(71)(96)(156)
Comprehensive income attributable to Las Vegas Sands Corp.$489$338$875$767

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Las Vegas Sands Corp. Stockholders’ Equity
Common StockTreasury StockCapital in Excess of Par ValueAccumulated Other Comprehensive Income (Loss)Retained EarningsNoncontrolling InterestsTotal
(In millions) (Unaudited)
Balance at March 31, 2024$1$(5,446)$6,493$(38)$2,943$72$4,025
Net income————35371424
Currency translation adjustment———(13)——(13)
Foreign currency hedge adjustments———(2)——(2)
Stock-based compensation——14———14
Tax withholding on vesting of equity awards——(2)———(2)
Repurchase of common stock—(404)————(404)
Settlement of contracts for purchase of noncontrolling interest——3——(3)—
Dividends declared ($0.20 per share) (Note 7)————(148)—(148)
Balance at June 30, 2024$1$(5,850)$6,508$(53)$3,148$140$3,894
Balance at January 1, 2024$1$(4,991)$6,481$27$2,600$(14)$4,104
Net income————8471601,007
Currency translation adjustment———(70)——(70)
Foreign currency hedge adjustments———(10)—(4)(14)
Stock-based compensation——28——129
Tax withholding on vesting of equity awards——(4)———(4)
Repurchase of common stock—(859)————(859)
Settlement of contracts for purchase of noncontrolling interest——3——(3)—
Dividends declared ($0.40 per share) (Note 7)————(299)—(299)
Balance at June 30, 2024$1$(5,850)$6,508$(53)$3,148$140$3,894
Balance at March 31, 2025$1$(7,213)$6,307$(24)$3,628$334$3,033
Net income————46158519
Currency translation adjustment———105—(3)102
Foreign currency hedge adjustments———(77)—(18)(95)
Stock-based compensation——14———14
Repurchase of common stock—(808)————(808)
Settlement of contracts for purchase of noncontrolling interest——(128)——(9)(137)
Unsettled contract for purchase of noncontrolling interest——(100)———(100)
Dividends declared ($0.25 per share) and noncontrolling interest payments (Note 7)————(175)(71)(246)
Balance at June 30, 2025$1$(8,021)$6,093$4$3,914$291$2,282
Balance at January 1, 2025$1$(6,759)$6,245$(58)$3,455$276$3,160
Net income————813114927
Currency translation adjustment———132—(3)129
Foreign currency hedge adjustments———(70)—(15)(85)
Stock-based compensation——24——125
Tax withholding on vesting of equity awards——(2)———(2)
Repurchase of common stock—(1,262)————(1,262)
Settlement of contracts for purchase of noncontrolling interest——(126)——(11)(137)
Unsettled contract for purchase of noncontrolling interest——(100)———(100)
Capped call option contract——52———52
Dividends declared ($0.50 per share) and noncontrolling interest payments (Note 7)————(354)(71)(425)
Balance at June 30, 2025$1$(8,021)$6,093$4$3,914$291$2,282

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,
20252024
(In millions) (Unaudited)
Cash flows from operating activities:
Net income$927$1,007
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization733636
Amortization of leasehold interests in land3530
Amortization of deferred financing costs and original issue discount2830
Change in fair value of derivatives(7)—
Paid-in-kind interest income(1)(35)
Loss on modification or early retirement of debt5—
Loss on disposal or impairment of assets812
Stock-based compensation expense2529
Provision for credit losses2115
Foreign exchange (gain) loss29(6)
Deferred income taxes(25)(14)
Changes in operating assets and liabilities:
Accounts receivable(119)26
Other assets(45)(4)
Leasehold interests in land(848)—
Accounts payable(6)(16)
Other liabilities(56)(182)
Net cash generated from operating activities7041,528
Cash flows from investing activities:
Capital expenditures(665)(481)
Proceeds from disposal of property and equipment—1
Acquisition of intangible assets and other(75)(8)
Net cash used in investing activities(740)(488)
Cash flows from financing activities:
Tax withholding on vesting of equity awards(2)(4)
Repurchase of common stock(1,216)(850)
Dividends paid and noncontrolling interest payments(425)(299)
Proceeds from debt6,7811,748
Repayments of debt(4,856)(1,960)
Payments of financing costs(201)(20)
Settled contracts for purchase of noncontrolling interest(137)—
Unsettled contracts for purchase of noncontrolling interest(100)—
Other(24)(23)
Net cash used in financing activities(180)(1,408)
Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents16(25)
Decrease in cash, cash equivalents and restricted cash and cash equivalents(200)(393)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period3,7755,229
Cash, cash equivalents and restricted cash and cash equivalents at end of period$3,575$4,836
Supplemental disclosure of cash flow information
Cash payments for interest, net of amounts capitalized$363$354
Cash payments for taxes, net of refunds$135$115
Change in construction-related payables$(76)$147
Excise tax accrued on repurchase of common stock$12$9

The accompanying notes are an integral part of these condensed consolidated financial statements.

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., 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 $4.43 billion at exchange rates in effect on June 30, 2025). Of this total, 33.39 billion patacas (approximately $4.13 billion at exchange rates in effect on June 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 is now complete and represents Macao’s first Marriott International Luxury Collection hotel. Construction of the newly renovated rooms and suites at the Londoner Grand was completed in early April 2025 and resulted in a total of 2,405 rooms and suites. These projects have a total estimated cost of $1.2 billion and 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 has commenced as of May 26, 2025, before the requisite commencement date under the Second Supplemental Agreement.

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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 June 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 are now complete 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 June 30, 2025, the Company has incurred $405 million of the estimated $750 million cost to complete these projects, which are in addition to the MBS Expansion Project. The completion of the renovations of Towers 1, 2 and 3 has 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, Sands China Ltd. (“SCL”) repaid in full to LVSC the outstanding intercompany loan balance and any outstanding interest totaling $1.07 billion.

Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities

Accounts Receivable and Provision for Credit Losses

Accounts receivable consists of the following:

June 30, 2025December 31, 2024
(In millions)
Casino$633$462
Rooms2128
Mall3063
Other3550
719603
Less - provision for credit losses(186)(186)
$533$417

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table shows the movement in the provision for credit losses recognized for accounts receivable:

20252024
(In millions)
Balance at January 1$186$201
Current period provision for credit losses2115
Write-offs(26)(7)
Recoveries of receivables previously written-off—1
Exchange rate impact5(4)
Balance at June 30$186$206

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 LiabilityLoyalty Program LiabilityCustomer Deposits and Other Deferred Revenue**(1)**
202520242025202420252024
(In millions)
Balance at January 1$112$135$38$45$763$690
Balance at June 30951093839787713
Increase (decrease)$(17)$(26)$—$(6)$24$23

(1)Of this amount, $175 million as of June 30 and January 1, 2025, and $171 million and $167 million as of June 30 and January 1, 2024, respectively, related to mall deposits that are accounted for based on lease terms usually greater than one year.

Note 3 — Leasehold Interests in Land, Net

Leasehold interests in land consist of the following:

June 30, 2025December 31, 2024
(In millions)
Marina Bay Sands$2,987$1,969
The Londoner Macao287290
The Venetian Macao234236
The Plaza Macao and Four Seasons Macao104106
The Parisian Macao8888
Sands Macao3536
3,7352,725
Less — accumulated amortization(779)(723)
$2,956$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 $143 million at exchange rates in effect on June 30, 2025) and to be finalized at the end of 2025 or during the first quarter of 2026.

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 leasehold interests in land is approximately $39 million for the six months ending December 31, 2025, $79 million for each of the years ending December 31, 2026 through 2029, and $2.74 billion thereafter.

Note 4 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:

June 30, 2025December 31, 2024
(In millions)
Amortizable intangible assets:
Macao concession$495$500
Marina Bay Sands gaming license7952
574552
Less — accumulated amortization(129)(147)
445405
Londoner Grand franchise rights57—
Less — accumulated amortization(2)—
55—
Technology, software and other3838
Total amortizable intangible assets, net538443
Goodwill103102
Total goodwill and intangible assets, net$641$545

Amortization expense for all intangible assets was $37 million and $34 million for the six months ended June 30, 2025 and 2024, respectively.

The estimated future amortization expense over the expected terms of the Company’s intangible assets as of June 30, 2025, is as follows:

Amortization Expense
(In millions)
Year ending December 31,
2025(1)$39
202680
202780
202862
202953
Thereafter186
$500

(1)Represents the six-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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 5 — Debt

Debt consists of the following:

June 30, 2025December 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)998997
$750 million 5.900% Senior Notes due June 2027 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)746745
$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)496495
$750 million 3.900% Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)746745
$500 million 6.000% Senior Notes due June 2030 (net of unamortized original issue discount and deferred financing costs of $5)495—
$500 million 6.200% Senior Notes due August 2034 (net of unamortized original issue discount and deferred financing costs of $5)495495
Finance leases118115
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)799798
$700 million 2.300% Senior Notes due March 2027 (net of unamortized original issue discount and deferred financing costs of $3)697697
$1.90 billion 5.400% Senior Notes due August 2028 (net of unamortized original issue discount and deferred financing costs of $8 and $9, respectively)1,8921,891
$650 million 2.850% Senior Notes due March 2029 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)646645
$700 million 4.375% Senior Notes due June 2030 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)695694
$600 million 3.250% Senior Notes due August 2031 (net of unamortized original issue discount and deferred financing costs of $4)596596
2024 SCL Term Loan Facility (net of unamortized deferred financing costs of $25)1,599—
Finance leases2612
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 $59)2,865—
2025 Singapore Delayed Draw Term Loan Facility (net of unamortized deferred financing costs of $20)917—
Finance leases11
15,82013,752
Less — current maturities(923)(3,160)
Total debt$14,897$10,592

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


(1)Unamortized deferred financing costs of $160 million and $76 million as of June 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.

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 are being used for general corporate purposes, including share repurchases.

2024 LVSC Revolving Facility

As of June 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 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 the 2025 SCL Senior Notes.

Under the 2024 SCL Term Loan Facility, commencing on September 5, 2025, and at the end of each three-month period thereafter, SCL is required to pay interim quarterly amortization payments equal to 0.75% of the HKD 12.75 billion drawn. 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 2.38% as of June 30, 2025).

As of June 30, 2025, the Company had HKD 19.50 billion (approximately $2.48 billion at exchange rates in effect on June 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 six months ended June 30, 2025.

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 $2.94 billion at exchange rates in effect on June 30, 2025) term loan (the “2025 Singapore Term Loan Facility”), an SGD 750 million (approximately $588 million at exchange rates in effect on June 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 $5.88 billion at exchange rates in effect on June 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 3.26% as of June 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 June 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.

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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 June 30, 2025, MBS had SGD 588 million (approximately $461 million at exchange rates in effect on June 30, 2025) of available borrowing capacity under the 2025 Singapore Revolving Facility, net of outstanding letters of credit of SGD 162 million (approximately $127 million at exchange rates in effect on June 30, 2025).

As of June 30, 2025, SGD 6.30 billion (approximately $4.94 billion at exchange rates in effect on June 30, 2025) remains available to be drawn under the 2025 Singapore Delayed Draw Term Loan Facility.

Debt Covenant Compliance

As of June 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:

Six Months Ended June 30,
20252024
(In millions)
Proceeds from LVSC Senior Notes$1,499$1,748
Proceeds from 2025 Singapore Credit Facility3,645—
Proceeds from 2024 SCL Term Loan Facility1,637—
$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)(31)
Repayments on 2025 Singapore Credit Facility(14)—
Repayments on finance leases(9)(5)
$(4,856)$(1,960)

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 Hong Kong dollars (“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 expires 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.

During the year ended December 31, 2024, the Company entered into additional Swaps, also designated as a hedge 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 expire in line with the maturity dates of the underlying SCL Senior Notes.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Additionally, during the six months ended June 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 expire on various dates beginning March 1, 2028 through December 1, 2030.

Also during the six months ended June 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 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 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.

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 June 30,
20252024
Cash Flow HedgesNet Investment HedgesCash Flow HedgesNet Investment Hedges
(In millions)
Net loss from hedge adjustments recognized in AOCI as of April 1$(22)$—$(21)$—
Hedge adjustments recognized during the current period(26)(31)(7)—
Net (gain) loss reclassified from AOCI into earnings(38)—5—
Net loss from hedge adjustments recognized in AOCI as of June 30$(86)$(31)$(23)$—
Six Months Ended June 30,
20252024
Cash Flow HedgesNet Investment HedgesCash Flow HedgesNet 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)(31)(17)—
Net (gain) loss reclassified from AOCI into earnings(46)—3—
Net loss from hedge adjustments recognized in AOCI as of June 30$(86)$(31)$(23)$—

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 and May 14, 2025, the Company paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program. During the six months ended June 30, 2025, the Company recorded $354 million as a distribution against retained earnings.

On February 14 and May 15, 2024, the Company paid a dividend of $0.20 per common share as part of a regular cash dividend program. During the six months ended June 30, 2024, the Company recorded $299 million as a distribution against retained earnings.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

In July 2025, the Company’s Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $172 million) to be paid on August 13, 2025, to stockholders of record on August 5, 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 six months ended June 30, 2025, the Company repurchased 30,295,410 shares of its common stock for approximately $1.26 billion (including commissions and $12 million in excise tax) under the Company’s current program (inclusive of the shares repurchased with the December Capped Call). During the six months ended June 30, 2024, the Company repurchased 17,316,119 shares of its common stock for $859 million (including commissions and $9 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 June 30, 2025, the remaining amount authorized under the share repurchase program was $1.20 billion.

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, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $261 million, of which the Company retained $190 million during the six months ended June 30, 2025).

Purchase of Noncontrolling Interest

On December 4, 2024, April 25 and June 13, 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” and the “June SCL Purchase Agreement,” respectively, 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 and HKD 1.05 billion under the June SCL Purchase Agreement (collectively, approximately $340 million at exchange rates as of the date of the transactions) to the Agents on December 4, 2024, April 25 and June 13, 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 and April SCL Purchase Agreements concluded on January 7 and June 13, 2025, respectively, with the June SCL Purchase Agreement still in progress. The SCL Share Purchase Agreements resulted in the delivery of 107,895,839 shares as of June 30, 2025 (of which 25,112,000 shares were delivered during December 2024), and an additional 17,959,600 shares from July 1 through July 23, 2025, of SCL common stock to the Company. The above represented a total average daily price of HKD 17.27 up to June 30, 2025, and HKD 18.50 from July 1 through July 23, 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.

The total additional shares delivered related to the above transactions resulted in an increase of the Company’s ownership of SCL to approximately 73.15% as of June 30, 2025, and 73.37% as of July 23, 2025.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 June 30,Six Months Ended June 30,
2025202420252024
(In millions)
Net income attributable to LVSC$461$353$813$847
Transfer from noncontrolling interest:
Increase in LVSC’s paid-in-capital for purchase of subsidiary shares93113
Changes from net income attributable to LVSC and transfers from noncontrolling interest$470$356$824$850

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 June 30,Six Months Ended June 30,
2025202420252024
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)695740704745
Potential dilution from stock options and restricted stock and stock units11—2
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)696741704747
Antidilutive stock options and restricted stock and stock units excluded from the calculation of diluted earnings per share910910

Diluted earnings per share is calculated using the treasury stock method.

Note 8 — Leases

Lessor

Lease revenue for the Company’s mall operations consists of the following:

Three Months Ended June 30,
20252024
MallOtherMallOther
(In millions)
Minimum rents$140$1$136$1
Overage rents20—13—
$160$1$149$1
Six Months Ended June 30,
20252024
MallOtherMallOther
(In millions)
Minimum rents$280$1$268$1
Overage rents40—30—
$320$1$298$1

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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.

June 30, 2025
Hierarchy Level
Carrying Amount**(1)**Level 1Level 2
(In millions)
Assets:
Cash equivalents
Cash deposits$1,385$1,385
Money market funds$283$283
U.S. Treasury Bills$212$212
Loan receivable(2)$1,264$1,222
Prepaid expenses and other:
2021 SCL Swap(3)(5)$7$7
SCL Net Investment Hedge$3$3
Liabilities:
Other accrued liabilities:
2024 SCL Swaps(3)$1$1
Debt(3)(4)$15,835$15,662
Other long-term liabilities:
2024 SCL Swaps(3)(6)$66$66
MBS Net Investment Hedge(3)(7)$44$44
December 31, 2024
Hierarchy Level
Carrying Amount**(1)**Level 1Level 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)(6)$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).

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(4)The carrying amount of debt is exclusive of finance leases and represents its contractual value.

(5)During the three months ended June 30, 2025, hedge accounting for this derivative was discontinued. Refer to “Note 6 — Derivative Instruments” for related disclosures.

(6)These amounts exclude the portion of the fair value related to the accrual of the periodic swapping of interest payments. These accrual components, amounting to $4 million as of June 30, 2025 and December 31, 2024, are recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.

(7)This amount excludes the portion of the fair value related to the accrual of the periodic swapping of interest payments. This accrual component, amounting to $3 million as of June 30, 2025, is recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.

As of June 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 $371 million at exchange rates in effect on June 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.

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 $11.93 billion at exchange rates in effect on June 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.

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 June 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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 $7.16 billion and $7.70 billion, respectively, at exchange rates in effect on June 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 June 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 rejected 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 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 Court of Final Appeal, and the Defendants moved to stay proceedings pending completion of the judicial liquidation proceedings against AAEC. On April 28, 2025, the 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. The deadline to challenge the July 14, 2025 order is July 31, 2025.

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.

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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company’s segment information as of June 30, 2025 and December 31, 2024, and for the three and six months ended June 30, 2025 and 2024 is as follows:

The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Three Months Ended June 30, 2025
Casino$524$495$143$122$63$—$1,347$1,068$—$2,415
Rooms509534284—211134—345
Food and beverage15271173—6384—147
Mall6221537——12562—187
Convention, retail and other1041—1254140—81
Net revenues66164219419471251,7871,388—3,175
Intersegment revenues2————810—6777
Net revenues before intersegment eliminations66364219419471331,7971,388673,252
Less:
Payroll and related expenses11010049282312322184—506
Gaming taxes251259727430—686243—929
Other expenses(1)6678292691522319367483
Segment expenses42743715012862271,231620671,918
Segment/Consolidated adjusted property EBITDA$236$205$44$66$9$6$566$768$—$1,334
Other Operating Costs and Expenses
Stock-based compensation(2)(5)
Corporate(69)
Pre-opening(9)
Development(69)
Depreciation and amortization(371)
Amortization of leasehold interests in land(20)
Loss on disposal or impairment of assets(8)
Operating income783
Other Non-Operating Costs and Expenses
Interest income42
Interest expense, net of amounts capitalized(194)
Other expense(22)
Income tax expense(90)
Net income$519

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Three Months Ended June 30, 2024
Casino$556$318$207$178$70$—$1,329$706$—$2,035
Rooms507732255—189124—313
Food and beverage16221783—6682—148
Mall5417738——11658—174
Convention, retail and other810211234546—91
Net revenues68444426525079231,7451,016—2,761
Intersegment revenues2————79—6372
Net revenues before intersegment eliminations68644426525079301,7541,016632,833
Less:
Payroll and related expenses1038850272210300165—465
Gaming taxes26417810310235—682177—859
Other expenses(1)57752921121721116263436
Segment expenses42434118215069271,193504631,760
Segment/Consolidated adjusted property EBITDA$262$103$83$100$10$3$561$512$—$1,073
Other Operating Costs and Expenses
Stock-based compensation(2)(3)
Corporate(69)
Pre-opening(3)
Development(61)
Depreciation and amortization(316)
Amortization of leasehold interests in land(14)
Loss on disposal or impairment of assets(16)
Operating income591
Other Non-Operating Costs and Expenses
Interest income80
Interest expense, net of amounts capitalized(186)
Other income11
Income tax expense(72)
Net income$424

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Six Months Ended June 30, 2025
Casino$1,019$897$316$254$131$—$2,617$1,925$—$4,542
Rooms10316869579—406263—669
Food and beverage305123145—123165—288
Mall121421076——249124—373
Convention, retail and other2413311509273—165
Net revenues1,2971,171421402146503,4872,550—6,037
Intersegment revenues4————15191128148
Net revenues before intersegment eliminations1,3011,171421402146653,5062,5511286,185
Less:
Payroll and related expenses21819698554623636356—992
Gaming taxes48646915615562—1,328451—1,779
Other expenses(1)13614857521929441371128940
Segment expenses840813311262127522,4051,1781283,711
Segment/Consolidated adjusted property EBITDA$461$358$110$140$19$13$1,101$1,373$—$2,474
Other Operating Costs and Expenses
Stock-based compensation(2)(6)
Corporate(142)
Pre-opening(13)
Development(138)
Depreciation and amortization(733)
Amortization of leasehold interests in land(35)
Loss on disposal or impairment of assets(15)
Operating income1,392
Other Non-Operating Costs and Expenses
Interest income84
Interest expense, net of amounts capitalized(368)
Other expense(23)
Loss on modification or early retirement of debt(5)
Income tax expense(153)
Net income$927

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Six Months Ended June 30, 2024
Casino$1,194$737$380$248$139$—$2,698$1,565$—$4,263
Rooms10216666509—393250—643
Food and beverage334931166—135163—298
Mall108331476——231117—348
Convention, retail and other1621421479177—168
Net revenues1,4531,006495392155473,5482,172—5,720
Intersegment revenues4————13172126145
Net revenues before intersegment eliminations1,4571,006495392155603,5652,1741265,865
Less:
Payroll and related expenses20518097534519599331—930
Gaming taxes55939418715867—1,365382—1,747
Other expenses(1)11715757452133430352126908
Segment expenses881731341256133522,3941,0651263,585
Segment/Consolidated adjusted property EBITDA$576$275$154$136$22$8$1,171$1,109$—$2,280
Other Operating Costs and Expenses
Stock-based compensation(2)(9)
Corporate(147)
Pre-opening(6)
Development(114)
Depreciation and amortization(636)
Amortization of leasehold interests in land(30)
Loss on disposal or impairment of assets(30)
Operating income1,308
Other Non-Operating Costs and Expenses
Interest income151
Interest expense, net of amounts capitalized(368)
Other income5
Income tax expense(89)
Net income$1,007
____________________
(1)Consists of gaming and non-gaming operating expenses and selling, general and administrative expenses for each segment.
(2)During the three months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $17 million and $14 million, respectively, of which $12 million and $11 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
During the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $26 million and $34 million, respectively, of which $20 million and $25 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Six Months Ended June 30,
20252024
(In millions)
Capital Expenditures
Corporate and Other$26$21
Macao:
The Venetian Macao8678
The Londoner Macao229125
The Parisian Macao96
The Plaza Macao and Four Seasons Macao55
Sands Macao66
Ferry Operations and Other—1
335221
Marina Bay Sands304239
Total capital expenditures$665$481
June 30, 2025December 31, 2024
(In millions)
Total Assets
Corporate and Other$4,311$3,353
Macao:
The Venetian Macao2,4782,806
The Londoner Macao4,5784,665
The Parisian Macao1,6461,710
The Plaza Macao and Four Seasons Macao959987
Sands Macao247253
Ferry Operations and Other148719
10,05611,140
Marina Bay Sands7,4836,173
Total assets$21,850$20,666

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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