What changed in this filing

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Item 1. Financial Statements

2025-04-25 compared with 2024-10-25 · 280 added, 505 removed, 419 unchanged (65% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

20 unchanged sentences

Income taxes payable 279 229

Current maturities of long-term debt 2,728 1,900

Current maturities of debt 2,994 3,160

Total current liabilities 6,255 5,801

1 unchanged sentence

Deferred income taxes 185 188

Long-term debt 11,284 12,129

Debt 10,857 10,592

Total liabilities 18,214 17,506

5 unchanged sentences

Capital in excess of par value 6,307 6,245

Accumulated other comprehensive income

Accumulated other comprehensive loss

( 24 ) ( 58 )

Retained earnings 3,628 3,455

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In millions, except per share data)

2 unchanged sentences

Food and beverage 141 150

Mall 189 201 537 535

Convention, retail and other 84 77

2 unchanged sentences

Casino 1,157 1,180

Rooms 79 80 234 207

Food and beverage 126 126

Mall 23 23 62 65

Convention, retail and other 59 57

Provision for (recovery of) credit losses

Provision for credit losses

General and administrative 273 286

5 unchanged sentences

Loss on disposal or impairment of assets 7 14

2,178 2,107 6,590 5,854

Operating income

504 688 1,812 1,603

Other income (expense):

1 unchanged sentence

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

Other income (expense)

11 4 16 ( 17 )

Other expense

Loss on modification or early retirement of debt

Income before income taxes

403 571 1,499 1,183

Income tax expense

( 63 ) ( 17 )

353 449 1,360 962

Net income attributable to noncontrolling interests

1 unchanged sentence

Net income attributable to Las Vegas Sands Corp.

$ 275 $ 380 $ 1,122 $ 839

Earnings per share:

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In millions)

6 unchanged sentences

Comprehensive income attributable to Las Vegas Sands Corp.

$ 412 $ 364 $ 1,179 $ 789

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

9 unchanged sentences

Income (Loss) Retained

Earnings (Deficit) Noncontrolling

Noncontrolling

Interests Total

(In millions)

Balance at June 30, 2023 $ 1 $ ( 4,481 ) $ 6,708 $ ( 41 ) $ 2,143 $ ( 171 ) $ 4,159

— — — — 380 69 449

Currency translation adjustment

— — — ( 18 ) — 1 ( 17 )

Cash flow hedge fair value adjustment — — — 2 — — 2

Exercise of stock options

— — 1 — — — 1

Stock-based compensation

— — 11 — — — 11

Dividends declared ($ 0.20 per share) (Note 5)

— — — — ( 153 ) — ( 153 )

Balance at September 30, 2023 $ 1 $ ( 4,481 ) $ 6,720 $ ( 57 ) $ 2,370 $ ( 101 ) $ 4,452

Balance at January 1, 2024 $ 1 $ ( 4,991 ) $ 6,481 $ 27 $ 2,600 $ ( 14 ) $ 4,104

4 unchanged sentences

— — — ( 8 ) — ( 4 ) ( 12 )

Exercise of stock options

— — 4 — — — 4

Stock-based compensation

1 unchanged sentence

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

Dividends declared ($ 0.20 per share) (Note 5)

— — — — ( 153 ) — ( 153 )

Balance at September 30, 2023 $ 1 $ ( 4,481 ) $ 6,720 $ ( 57 ) $ 2,370 $ ( 101 ) $ 4,452

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

Cash flow hedge fair value adjustment — — — 2 — 1 3

Exercise of stock options

— — 1 — — — 1

Stock-based compensation — — 13 — — 1 14

Repurchase of common stock

— ( 455 ) — — — — ( 455 )

Forward contract for purchase of noncontrolling interest

— — ( 103 ) — — — ( 103 )

Capped call option contract — — ( 50 ) — — — ( 50 )

Dividends declared ($ 0.20 per share) (Note 6)

— — — — ( 151 ) — ( 151 )

Balance at September 30, 2024 $ 1 $ ( 6,304 ) $ 6,369 $ 84 $ 3,276 $ 221 $ 3,647

Balance at March 31, 2024 $ 1 $ ( 5,446 ) $ 6,493 $ ( 38 ) $ 2,943 $ 72 $ 4,025

Balance at January 1, 2025 $ 1 $ ( 6,759 ) $ 6,245 $ ( 58 ) $ 3,455 $ 276 $ 3,160

3 unchanged sentences

Cash flow hedge fair value adjustment — — — 7 — 3 10

Exercise of stock options

— — 1 — — — 1

Stock-based compensation

1 unchanged sentence

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

Settlement of forward contract for purchase of noncontrolling interest

— — 3 — — ( 3 ) —

Repurchase of common stock

— ( 454 ) — — — — ( 454 )

Forward contract for purchase of noncontrolling interest

Settlement of contracts for purchase of noncontrolling interest

— — 2 — — ( 2 ) —

2 unchanged sentences

— — — — ( 179 ) — ( 179 )

Balance at September 30, 2024 $ 1 $ ( 6,304 ) $ 6,369 $ 84 $ 3,276 $ 221 $ 3,647

Balance at March 31, 2025 $ 1 $ ( 7,213 ) $ 6,307 $ ( 24 ) $ 3,628 $ 334 $ 3,033

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In millions)

5 unchanged sentences

Amortization of deferred financing costs and original issue discount 13 15

Change in fair value of derivative asset/liability — ( 1 )

Paid-in-kind interest income — ( 17 )

Loss on modification or early retirement of debt 5 —

Loss on disposal or impairment of assets 1 3

1 unchanged sentence

Provision for credit losses 5 11

Foreign exchange (gain) loss

Foreign exchange loss

Deferred income taxes ( 6 ) ( 10 )

7 unchanged sentences

Capital expenditures ( 379 ) ( 196 )

Proceeds from disposal of property and equipment 1 3

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

2 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options 1 4

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

1 unchanged sentence

Dividends paid ( 179 ) ( 151 )

Proceeds from long-term debt 1,748 —

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

Proceeds from debt

Repayments of debt

( 2,710 ) ( 17 )

Payments of financing costs ( 164 ) —

Unsettled forward contract for purchase of noncontrolling interest ( 103 ) —

Capped call option contract

24 unchanged sentences

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

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

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

Since then, visitation to the Company’s Macao Integrated Resorts and operations has improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 36.3% during the nine months ended September 30, 2024, as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 31.3% during the nine months ended September 30, 2024, as compared to the same period in 2023.

The Company’s operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased to approximately 12.6 million for the nine months ended September 30, 2024, from approximately 10.1 million for the same period in 2023.

Development Projects

As part of the gaming 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 a financial commitment to spend 35.80 billion patacas (approximately $ 4.47 billion at exchange rates in effect on September 30, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $ 4.17 billion at exchange rates in effect on September 30, 2024) in non-gaming projects that will also appeal to international visitors.

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

The Londoner Grand casino opened on September 26, 2024.

The Sheraton Grand Macao is being converted into the Londoner Grand hotel and will become Macao’s first Marriott international luxury collection hotel.

As of September 30, 2024, approximately 300 newly renovated rooms and suites were available for occupancy at the Londoner Grand.

These projects have a total estimated cost of $ 1.2 billion and are expected to be substantially completed in early 2025.

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 $ 4.47 billion at exchange rates in effect on March 31, 2025) in Macao.

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

These investments must be accomplished by December 2032.

Pursuant to the Concession, 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 not yet commenced.

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

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

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

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

In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte.

(“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.

(“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.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s estimated total project cost is approximately $ 8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of an additional 2,000 square meters of gaming area (the “Additional Gaming Area”), increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.

The Company has incurred approximately $ 1.3 billion as of September 30, 2024, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation is estimated to be approximately $ 1.0 billion and anticipated to be paid in the first quarter of 2025.

On April 3, 2024, MBS and the STB entered into a letter agreement, which further extended the construction commencement deadline to July 8, 2025, and the construction completion deadline to July 8, 2029.

The Company will begin construction as soon as government approvals are received, with an estimated commencement date in June 2025.

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

The renovation of Towers 1 and 2 of Marina Bay Sands is now complete and has introduced world class suites and other luxury amenities at a cost of approximately $ 1.0 billion.

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

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

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 $ 2.3 billion as of March 31, 2025, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the accrual of 1.13 billion Singapore dollars (“SGD,” approximately $ 845 million at exchange rates in effect on March 31, 2025) for the Additional Gaming Area payment, which was made on April 2, 2025.

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

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

These projects are in addition to the MBS Expansion Project.

On June 2, 2023, 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 (the “County”) in the State of New York (the “Nassau Coliseum Transaction”).

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.

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

Refer to “Note 7 — Leases” for further details.

Recent Accounting Pronouncements

The Company’s management has evaluated the accounting standards that have been recently issued, but not yet effective, or those proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

There is no assurance the Company will be able to transact such 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

1 unchanged sentence

Accounts receivable consists of the following:

September 30,

2025 December 31,

2 unchanged sentences

( 172 ) ( 186 )

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

3 unchanged sentences

Write-offs ( 21 ) ( 4 )

Recoveries of receivables previously written-off

Exchange rate impact

Balance at September 30

Balance at March 31

Customer Contract Related Liabilities

8 unchanged sentences

Balance at January 1 $ 112 $ 135 $ 38 $ 45 $ 763 $ 690

Balance at September 30

Balance at March 31

95 83 37 45 767 705

1 unchanged sentence

____________________

(1) Of this amount, $ 174 million and $ 167 million as of September 30 and January 1, 2024, respectively, and $ 160 million and $ 149 million as of September 30 and January 1, 2023, respectively, related to mall deposits that are accounted for based on lease terms usually greater than one year.

(1) Of this amount, $ 171 million and $ 175 million as of March 31 and January 1, 2025, respectively, and $ 166 million and $ 167 million as of March 31 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:

2025 December 31,

(In millions)

Marina Bay Sands $ 2,841 $ 1,969

The Londoner Macao 290 290

The Venetian Macao 236 236

The Plaza Macao and Four Seasons Macao

The Parisian Macao 88 88

Sands Macao 36 36

Less — accumulated amortization ( 741 ) ( 723 )

$ 2,855 $ 2,002

The Company recognized SGD 1.13 billion (approximately $ 845 million at exchange rates in effect on March 31, 2025) in leasehold interests in land for MBS’ purchase of Additional Gaming Area and a corresponding liability in “Other accrued liabilities” as of March 31, 2025, which was paid 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 $ 136 million at exchange rates in effect on March 31, 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 $ 57 million for the nine months ending December 31, 2025, $ 76 million for each of the years ending December 31, 2026 through 2029, and $ 2.64 billion thereafter .

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Long-Term Debt

Long-term debt consists of the following:

September 30,

Note 4 — Goodwill and Intangible Assets, Net

Goodwill and intangible assets consist of the following:

2025 December 31,

(In millions)

Amortizable intangible assets:

Macao concession $ 499 $ 500

Marina Bay Sands gaming license 129 52

Less — accumulated amortization ( 164 ) ( 147 )

Londoner Grand franchise rights

Less — accumulated amortization ( 1 ) —

Technology, software and other

Total amortizable intangible assets, net

Total goodwill and intangible assets, net

Amortization expense for all intangible assets was $ 18 million and $ 17 million for the three months ended March 31, 2025 and 2024, respectively.

The estimated future amortization expense for all intangible assets is approximately $ 58 million for the nine months ending December 31, 2025, and $ 79 million, $ 79 million, $ 62 million and $ 54 million for the years ending December 31, 2026, 2027, 2028 and 2029, respectively, and $ 188 million thereafter.

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 in an agreement with Marriott International (“Marriott”) granting VOL the right to operate the hotel after the Sheraton Grand Macao room conversion as a franchise under Marriott’s “Luxury Collection Hotel” brand effective January 1, 2025, for a period of 15 years, renaming the hotel to “Londoner Grand, a Luxury Collection Hotel.” 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)

Note 5 — Debt

Debt consists of the following:

2025 December 31,

(In millions)

Corporate and U.S.

Related (1) :

3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $ 2 )

2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 1 )

3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

5.900% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 5 )

6.000% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 )

3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 and $ 6 , respectively)

6.200% Senior Notes due 2034 (net of unamortized original issue discount and deferred financing costs of $ 5 )

LVSC Senior Notes

$ 500 million 2.900 % Senior Notes due June 2025

$ 1.0 billion 3.500 % Senior Notes due August 2026 (net of unamortized original issue discount and deferred financing costs of $ 3 )

$ 750 million 5.900 % Senior Notes due June 2027 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

$ 500 million 6.000 % Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

$ 750 million 3.900 % Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

$ 500 million 6.200 % Senior Notes due August 2034 (net of unamortized original issue discount and deferred financing costs of $ 5 )

Macao Related (1) :

5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $ 2 and $ 4 , respectively)

3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $ 2 and $ 4 , respectively)

2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $ 10 and $ 11 , respectively)

2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $ 5 )

4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 6 and $ 7 , respectively)

3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 )

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 )

$ 800 million 3.800 % Senior Notes due January 2026 (net of unamortized original issue discount and deferred financing costs of $ 1 and $ 2 , respectively)

$ 700 million 2.300 % Senior Notes due March 2027 (net of unamortized original issue discount and deferred financing costs of $ 3 )

$ 1.90 billion 5.400 % Senior Notes due August 2028 (net of unamortized original issue discount and deferred financing costs of $ 9 )

$ 650 million 2.850 % Senior Notes due March 2029 (net of unamortized original issue discount and deferred financing costs of $ 4 and $ 5 , respectively)

$ 700 million 4.375 % Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $ 6 )

$ 600 million 3.250 % Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $ 4 )

Singapore Related (1) :

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 16 and $ 24 , respectively)

2012 Singapore Delayed Draw Term Facility 49 47

2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 12 )

2012 Singapore Credit Facility — Delayed Draw

2025 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $ 58 )

2025 Singapore Credit Facility — Delayed Draw (net of unamortized deferred financing costs of $ 1 )

13,851 13,752

Less — current maturities ( 2,994 ) ( 3,160 )

Total long-term debt $ 11,284 $ 12,129

$ 10,857 $ 10,592

(1) Unamortized deferred financing costs of $ 43 million and $ 59 million as of September 30, 2024 and December 31, 2023, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility, are included in “Other assets, net,” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.

____________________

(1) Unamortized deferred financing costs of $ 181 million and $ 76 million as of March 31, 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.

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) Includes finance leases related to the U.S.

of $ 115 million and Macao of $ 15 million as of September 30, 2024, and related to Macao of $ 18 million as of December 31, 2023.

LVSC Senior Notes

On May 16, 2024, LVSC issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $ 1.75 billion , consisting of $ 750 million of 5.900 % Senior Notes due June 1, 2027 (the “2027 LVSC Senior Notes”), $ 500 million of 6.000 % Senior Notes due August 15, 2029 (the “2029 LVSC Senior Notes”) and $ 500 million of 6.200 % Senior Notes due August 15, 2034 (the “2034 LVSC Senior Notes” and, together with the 2027 LVSC Senior Notes and the 2029 LVSC Senior Notes, the “LVSC Senior Notes”).

There are no interim principal payments on the LVSC Senior Notes and interest is payable semi-annually in arrears on December 1 and June 1, commencing on December 1, 2024, with respect to the 2027 LVSC Senior Notes and on February 15 and August 15, commencing on February 15, 2025, with respect to the 2029 LVSC Senior Notes and the 2034 LVSC Senior Notes.

The LVSC Senior Notes are senior unsecured obligations of LVSC.

Each series of LVSC Senior Notes rank 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 supplemental indentures, dated May 16, 2024 (the “Supplemental Indentures”), 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 provide for customary events of default.

The net proceeds from the offering and cash on hand were used to redeem in full the outstanding principal amount of the $ 1.75 billion 3.200 % Senior Notes due August 8, 2024 (the “2024 LVSC Senior Notes”) and any accrued interest.

As a result, the Company recorded a $ 1 million loss on early retirement of debt during the three months ended June 30, 2024.

LVSC Revolving Facility

On April 3, 2024, LVSC entered into a new revolving credit agreement, as further described below, and upon entering into the new agreement, the then-existing LVSC Revolving Credit Agreement was terminated.

(2) Includes finance leases related to the U.S., Macao and Singapore of $ 117 million, $ 23 million and $ 1 million as of March 31, 2025, and $ 115 million, $ 12 million and $ 1 million as of December 31, 2024, respectively.

2024 LVSC Revolving Facility

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

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

As of September 30, 2024, the Company had $ 1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.

The loans made under the 2024 LVSC Revolving Credit Agreement will bear interest at either, at LVSC’s option, (x) an adjusted Secured Overnight Financing Rate (“SOFR”), plus an applicable margin ranging from 1.125 % to 1.550 % per annum, or (y) at an alternate base rate, plus an applicable margin ranging from 0.125 % to 0.550 % per annum, in each case, depending on LVSC’s corporate family credit rating.

Under the 2024 LVSC Revolving Credit Agreement, LVSC must pay a commitment fee quarterly in arrears on the undrawn portion of the revolving commitments, which commitment fee ranges from 0.125 % to 0.250 % per annum, depending on LVSC’s corporate family credit rating.

The 2024 LVSC Revolving Credit Agreement contains customary affirmative and negative covenants, in each case, subject to customary exceptions and thresholds, including a financial covenant limiting LVSC and its Restricted Subsidiaries (as defined in the agreement) to a maximum consolidated net leverage ratio of 4.0 x as of the last day of each fiscal quarter.

The negative covenants include, among other things, limitations on (i) the incurrence of liens on the assets of LVSC and its Restricted Subsidiaries, (ii) the incurrence of indebtedness by the Restricted Subsidiaries, (iii) the merger, consolidation or liquidation of LVSC or the sale of all or substantially all of LVSC’s assets and (iv) investments in subsidiaries of LVSC that are not Restricted Subsidiaries.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The 2024 LVSC Revolving Credit Agreement also contains customary events of default, including payment defaults, cross defaults to material debt, bankruptcy and insolvency, breaches of covenants and inaccuracy of representations and warranties, in each case subject to customary grace periods.

In the case of a continuing event of default, the majority of lenders would be entitled to exercise various remedies, including the termination of any unused commitments and acceleration of any then-outstanding amounts due under the 2024 LVSC Revolving Credit Agreement.

SCL Senior Notes

During the three months ended June 30, 2024, Sands China Ltd.

(“SCL”) repurchased $ 175 million of the outstanding principal amount of $ 1.80 billion of its 5.125 % Senior Notes due August 8, 2025 (“2025 SCL Senior Notes”), resulting in a gain on early retirement of debt of approximately $ 1 million.

As of September 30, 2024, the 2025 SCL Senior Notes had a remaining aggregate principal amount of $ 1.63 billion.

On February 1, 2024, Fitch upgraded the credit rating for the Company and SCL to BBB-.

As a result of the upgrade, the coupon on each series of the outstanding SCL senior notes decreased by 0.25 % per annum effective on the first interest payment date after February 1, 2024.

2018 SCL Credit Facility

As of September 30, 2024, SCL had $ 2.51 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar (“HKD”) commitments of HKD 17.63 billion (approximately $ 2.27 billion at exchange rates in effect on September 30, 2024) and U.S.

dollar commitments of $ 237 million.

On October 23, 2024, SCL entered into a new credit facility, as further described below, and upon entering into the new agreement, the then-existing 2018 SCL Credit Facility was terminated.

As of March 31, 2025, the Company had $ 1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.

2024 SCL Credit Facility

On October 23, 2024, SCL entered into a new facility agreement (the “2024 SCL Credit Facility”) with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent for the lenders.

The 2024 SCL Credit Facility provides for a 19.50 billion Hong Kong dollars (“HKD,” approximately $ 2.51 billion at exchange rates in effect on September 30, 2024) unsecured revolving credit facility (the “2024 SCL Revolving Facility”).

SCL may draw revolving loans under the 2024 SCL Revolving Facility from time to time until September 24, 2029 (or if that day is not a business day in Hong Kong or Macao, the next business day), for general corporate and working capital requirements of SCL and its subsidiaries, subject to certain restrictions set forth in the 2024 SCL Credit Facility.

The final maturity date of all loans drawn under the 2024 SCL Revolving Facility is October 23, 2029.

The 2024 SCL Credit Facility also makes available an HKD 12.95 billion (approximately $ 1.67 billion at exchange rates in effect on September 30, 2024) unsecured term loan facility (the “2024 SCL Term Loan Facility”).

SCL may make a drawdown under the 2024 SCL Term Loan Facility at any time until August 31, 2025, for the purpose of repaying amounts outstanding under its unsecured 5.125% Senior Notes due August 2025.

The final maturity date of such loan drawn under the 2024 SCL Term Loan Facility is the date falling on the fifth anniversary of the date on which such loan is drawn.

Loans under the 2024 SCL Credit Facility will bear interest calculated by reference to the Hong Kong interbank offered rate plus a margin that is, in the case of the 2024 SCL Revolving Facility, determined by reference to the consolidated leverage ratio as defined therein.

The initial margin for revolving loans drawn under the 2024 SCL Revolving Facility is 2.50 % per annum.

The margin for the term loan drawn under the 2024 SCL Term Loan Facility is 1.65 % per annum.

SCL is also required to pay a commitment fee of 0.60 % per annum on the undrawn amounts under the 2024 SCL Credit Facility and other customary fees.

The 2024 SCL Credit Facility contains affirmative and negative covenants customary for similar unsecured financings, including, but not limited to, limitations on indebtedness secured by liens on principal properties, sale and leaseback transactions, dividend restrictions and restrictions on the repayment of the LVS term loan unless after such payments, SCL’s cash balance is not less than $ 250 million.

The 2024 SCL Credit Facility also requires SCL to maintain a maximum ratio of total indebtedness to adjusted EBITDA of 4.00 x throughout the life of the facility and a minimum ratio of adjusted EBITDA to net interest expense (including capitalized interest) of 2.50 x throughout the life of the facility.

The 2024 SCL Credit Facility also contains certain events of default (some of which are subject to grace and remedy periods and materiality qualifiers), including, but not limited to, events relating to the gaming operations of SCL and its subsidiaries and the loss or termination of certain land concession contracts.

As of March 31, 2025, the Company had HKD 32.45 billion (approximately $ 4.17 billion at exchange rates in effect on March 31, 2025 ) of available borrowing capacity under the 2024 SCL Credit Facility, comprised of commitments of HKD 19.50 billion (approximately $ 2.51 billion at exchange rates in effect on March 31, 2025 ) under the 2024 SCL Revolving Facility and HKD 12.95 billion (approximately $ 1.66 billion at exchange rates in effect on March 31, 2025 ) under the 2024 SCL Term Loan 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 three months ended March 31, 2025.

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 $ 2.80 billion at exchange rates in effect on March 31, 2025) term loan (the “2025 Singapore Term Loan Facility”), an SGD 750 million (approximately $ 559 million at exchange rates in effect on March 31, 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 $ 5.59 billion at exchange rates in effect on March 31, 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 used the proceeds to pay amounts outstanding under the 2012 Singapore Term 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 (approximately 3.34 % as of March 31, 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 March 31, 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2012 Singapore Credit Facility

As of September 30, 2024, MBS had SGD 589 million (approximately $ 460 million at exchange rates in effect on September 30, 2024) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 153 million (approximately $ 120 million at exchange rates in effect on September 30, 2024) pursuant to the Second Development Agreement.

As of September 30, 2024, there was SGD 3.69 billion (approximately $ 2.88 billion at exchange rates in effect on September 30, 2024) of available borrowing capacity under the Singapore Delayed Draw Term Facility, which is only available to be drawn after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders.

The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.

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 4.50 x 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 4.00 x 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 3.50 x 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.

As of March 31, 2025, MBS had SGD 588 million (approximately $ 438 million at exchange rates in effect on March 31, 2025) of available borrowing capacity under the 2025 Singapore Revolving Facility, net of outstanding letters of credit of SGD 162 million (approximately $ 121 million at exchange rates in effect on March 31, 2025).

As of March 31, 2025, SGD 7.44 billion (approximately $ 5.54 billion at exchange rates in effect on March 31, 2025) remains available to be drawn under the 2025 Singapore Delayed Draw Term Facility.

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 Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

Debt Covenant Compliance

As of September 30, 2024, management believes the Company was in compliance with all debt covenants.

As of March 31, 2025, management believes the Company was in compliance with all debt covenants.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:

Nine Months Ended

September 30,

Cash flows from financing activities related to debt and finance lease obligations are as follows:

Three Months Ended

(In millions)

Proceeds from LVSC Senior Notes $ 1,748 $ —

Repayment on 2024 LVSC Senior Notes

$ ( 1,750 ) $ —

Repurchase of 2025 SCL Senior Notes

Repayments on 2018 SCL Credit Facility — ( 1,698 )

Proceeds from 2025 Singapore Credit Facility

Repayments on 2012 Singapore Credit Facility

Repayments on Other Long-Term Debt ( 8 ) ( 59 )

$ ( 2,708 ) $ ( 15 )

Note 4 — Derivative Instruments

During the year ended December 31, 2021, the Company entered into a foreign currency swap agreement, which was designated as a hedge of the cash flows related to a portion of the 2025 SCL Senior Notes.

During the nine months ended September 30, 2024, the Company entered into additional foreign currency swap agreements, which were designated as hedges of the cash flows related to portions of the 2026, 2027, 2028, 2029, 2030 and 2031 SCL Senior Notes (together with the foreign currency swap agreement entered into in December 2021, the “FX Swaps”).

The FX Swaps have a total notional value of $ 5.01 billion and expire in line with the maturity dates of the underlying SCL Senior Notes.

The objective of these agreements is to manage the risk of changes in cash flows resulting from foreign currency gains/losses realized upon remeasurement of U.S.

dollar denominated SCL Senior Notes by swapping a specified amount of Hong Kong dollars for U.S.

dollars at the contractual spot rate.

As of September 30, 2024, the total fair value of the FX Swaps is recorded as a liability in “Other long-term liabilities,” with the current portion recorded in “Other accrued liabilities,” in the accompanying condensed consolidated balance sheets.

Changes to the fair value of the FX Swaps, including the impact of the remeasurement of the portion of the SCL Senior Notes being hedged, were recognized in “Accumulated other comprehensive income (loss)” in the accompanying condensed consolidated balance sheets and in “Cash flow hedge fair value adjustment” in the accompanying condensed consolidated statements of comprehensive income (loss).

The cash flow impact of the Company’s derivative instruments is included in operating activities in the accompanying condensed consolidated statements of cash flows.

Refer to “Note 8 — Fair Value Disclosures” for further details.

Repayments on other debt

$ ( 2,710 ) $ ( 17 )

Note 6 — Equity and Earnings Per Share

On February 19, 2025, the Company paid a quarterly dividend of $ 0.25 per common share as part of a regular cash dividend program.

During the three months ended March 31, 2025, the Company recorded $ 179 million as a distribution against retained earnings.

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Note 5 — Equity and Earnings Per Share

On February 14, May 15 and August 14, 2024, the Company paid a quarterly 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 2024, the Company’s Board of Directors declared a quarterly dividend of $ 0.20 per common share (a total estimated to be approximately $ 145 million) to be paid on November 13, 2024, to stockholders of record on November 5, 2024.

On February 14, 2024, the Company paid a dividend of $ 0.20 per common share as part of a regular cash dividend program.

During the three months ended March 31, 2024, the Company recorded $ 151 million as a distribution against retained earnings.

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

Share Repurchases

During the nine months ended September 30, 2024, the Company repurchased 28,746,681 shares of its common stock for approximately $ 1.31 billion (including commissions and $ 13 million in excise tax) under the Company’s current share repurchase program.

During the nine months ended September 30, 2023, no shares of its common stock were repurchased.

Subsequently, on October 22, 2024, the Company’s Board of Directors authorized increasing the remaining share repurchase amount from $ 195 million to $ 2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026.

As part of the Company’s current share repurchase program, on September 5, 2024, the Company entered into a capped call option contract (“Capped Call”), pursuant to which the Company purchased capped call options on 1,336,210 shares of the Company’s common stock with a $ 0 strike price and a cap price of $ 39.02 .

The Capped Call will expire on October 31, 2024 and can result in the receipt of cash or shares.

Shares acquired through the exercise of the call options will be included in treasury stock.

The Capped Call is not considered a derivative instrument as the contract is indexed to the Company’s common stock and is therefore classified within stockholders’ equity.

As of September 30, 2024, the $ 50 million premium payment was included as a reduction to additional paid-in capital in the accompanying condensed consolidated statement of equity.

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 three months ended March 31, 2025, the Company repurchased 10,086,681 shares of its common stock for approximately $ 454 million (including commissions and $ 4 million in excise tax) under the Company’s current program (inclusive of the shares repurchased with the December Capped Call).

During the three months ended March 31, 2024, the Company repurchased 8,576,873 shares of its common stock for $ 455 million (including commissions and $ 5 million in excise tax).

Subsequently, 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.

All share repurchases of the Company’s common stock have been recorded as treasury stock in the accompanying condensed consolidated balance sheets.

1 unchanged sentence

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 in SCL

Purchase of Noncontrolling Interest

On December 5, 2023, the Company’s wholly owned subsidiary, Venetian Venture Development II (“VVDI II”), entered into a Master Confirmation and Supplemental Confirmation (collectively, the “Forward Purchase Agreement”) with a financial institution (the “Dealer”) relating to the purchase of the common stock of SCL (the “Forward Purchase Transaction”).

On April 16, 2024, the Dealer exercised its acceleration option under the Forward Purchase Agreement and, on April 18, 2024, delivered 90,467,099 shares of SCL common stock to the Company, representing an average price of HKD 21.57 per share.

The additional shares delivered resulted in an increase of the Company’s ownership of SCL to approximately 71.02 %.

Prepayment to Purchase Noncontrolling Interest

On September 9, 2024, VVDI II entered into an additional Master Confirmation and Supplemental Confirmation (collectively, the “Second Forward Purchase Agreement”) with the Dealer relating to the purchase of the common stock of SCL (the “Second Forward Purchase Transaction”).

Pursuant to the terms of the Second Forward Purchase Agreement, VVDI II made an up-front payment of HKD 800 million (approximately $ 103 million at exchange rates as of the date of the transaction) to the Dealer on September 9, 2024 (the “Maximum Notional Amount”), and the Dealer agreed to deliver to VVDI II shares of SCL’s common stock in an amount up to the Maximum Notional Amount upon completion.

The Maximum Notional Amount was subject to reduction to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the extent the share price of SCL’s common stock exceeds a cap amount set forth in the Second Forward Purchase Agreement (the “Cap Amount”).

Once the up-front payment was made, VVDI II had no further obligation to provide any additional consideration to the Dealer.

The number of shares actually delivered to the Company by the Dealer was based on the volume-weighted average share price of SCL’s common stock during the term of the Second Forward Purchase Transaction subject to the Cap Amount, less an agreed discount.

All purchases under the Second Forward Purchase Transaction were completed by October 22, 2024, with a settlement date of October 28, 2024, when the Dealer will deliver approximately 23 million shares of SCL common stock to the Company, representing an average price of HKD 14.64 per share.

The additional shares will result in an increase of the Company’s ownership of SCL to approximately 71.31 % .

Due to the Second Forward Purchase Transaction reaching the Cap Amount during the term of the agreement, approximately $ 59 million in unused portions of the Maximum Notional Amount will be returned to VVDI II in the form of cash.

As of September 30, 2024, the Company accounted for the Second Forward Purchase Agreement as a hybrid instrument consisting of a host contract, the prepayment amount of $ 103 million, accounted for as a reduction to equity, and an embedded derivative with nominal fair value.

As the embedded derivative had a nominal fair value, no derivative was recorded.

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

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

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

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

The Company accounted for the purchase agreement as a hybrid instrument consisting of a host contract, with the prepayment amount accounted for as a reduction to equity, and an embedded derivative with nominal fair value.

As the embedded derivatives had a nominal fair value, no derivative was recorded.

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 for the three and nine months ended September 30, 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In millions)

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Changes from net income attributable to LVSC and transfers from noncontrolling interest $ 354 $ 494

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Earnings Per Share

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In millions)

Weighted-average common shares outstanding (used in the calculation of basic earnings per share)

730 764 740 764

Potential dilution from stock options and restricted stock and stock units

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)

731 766 742 767

Antidilutive stock options excluded from the calculation of diluted earnings per share

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 6 — Income Taxes

The Company’s effective income tax rate was 9.3 % for the nine months ended September 30, 2024, compared to 18.7 % for the nine months ended September 30, 2023.

The effective income tax rate for the nine months ended September 30, 2024, reflects a 17 % statutory tax rate on the Company’s Singapore operations, a 21 % corporate income tax rate on its domestic operations, and a zero percent tax rate on its Macao gaming operations due to the Company’s income tax exemption in Macao.

On February 5, 2024, the Macao government provided notice that VML and its peers received an exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.

Additionally, on February 7, 2024, the Company entered into a shareholder dividend tax agreement with the Macao government, effective for the period from January 1, 2023 through December 31, 2025, providing for an annual payment at an applicable rate of gross gaming revenue as a substitution for a 12 % tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.

For the year ended December 31, 2023, income tax expense included an anticipated $ 57 million shareholder dividend tax based on the information available at the balance sheet date.

During the three months ended March 31, 2024, the Company reversed the $ 57 million of income tax expense and recorded $ 10 million to corporate expense related to the year ended December 31, 2023, to reflect the terms of the new shareholder dividend tax agreement.

In accordance with interim accounting guidance, the Company calculated an estimated annual effective tax rate based on expected annual income and statutory rates in the jurisdictions in which the Company operates.

This estimated annual effective tax rate is applied to actual year-to-date operating results to determine the provision for income taxes.

Note 7 — Leases

The Company has operating and finance leases for various real estate (including leasehold interests in land) and equipment.

Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring.

Certain of the Company’s leases include options to extend the lease term by one month to 10 years.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Nassau Coliseum

In conjunction with the Nassau Coliseum Transaction, the seller assigned their lease of the land on which the related assets, including the Nassau Coliseum and other improvements, are affixed (the “Original Lease”) to the Company.

Immediately following this assignment, the Company entered into a new land lease agreement with the County, for the use and exclusive right to develop and operate assets on the land (the “New Lease”), which commenced on June 2, 2023.

On April 18, 2023, Hofstra University (“Hofstra”) filed a petition against the Nassau County Planning Commission (the “Planning Commission”) in the New York Supreme Court, County of Nassau, asserting, among other things, that certain meetings held by the Planning Commission concerning the New Lease and certain related transactions were not properly noticed and/or held, and that appropriate materials concerning the meetings were not made available to the public by the Planning Commission in connection with the meetings.

On May 31, 2023, Hofstra filed an amended petition that, among other things, added additional respondents and sought to invalidate certain votes held by the County and the Nassau County Legislature.

The Company is not a party to these proceedings.

In a decision and order dated November 9, 2023, the New York Supreme Court annulled various votes held by the Nassau County Legislature, annulled the New Lease and remitted the matter to the Planning Commission and the Nassau County Legislature to conduct a proper public hearing in accordance with all relevant statutes and rules, including the Nassau County Administrative Code and the Open Meetings law and for the issuance of a positive declaration pursuant to the New York State Environmental Quality Review Act and for the preparation of an Environmental Impact Statement.

On November 10, 2023, the respondents appealed the decision and order and on November 21, 2023, Hofstra cross-appealed.

On December 13, 2023, the Appellate Division:

Second Judicial Department denied respondents’ motion to stay enforcement of the decision and order pending the appeal, but granted a calendar preference, indicating that the appeal will be calendared expeditiously after all briefs have been filed.

With the invalidation of the New Lease noted above, the Company believed it

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had become the lessee in the Original Lease.

This was accounted for as a lease modification on December 14, 2023.

Prior to the invalidation of the New Lease, the Company made the required lease payments, including a one-time rent payment of $ 54 million.

On January 29, 2024, Hofstra filed a motion seeking a declaration that the Court’s prior order included the annulment of Nassau County’s consent and the putative assignment to the Company of the Original Lease.

On February 23, 2024, the New York State Supreme Court ruled the Original Lease had been terminated and the Company currently had no leasehold interest in the land upon which the Nassau Coliseum sits.

On February 27, 2024, the respondents appealed the decision, order and interlocutory judgment.

On March 29, 2024, the Appellate Division:

Second Judicial Department denied respondents’ motion to stay enforcement of the decision, order and interlocutory judgment.

Subsequent to this order, the Company entered into a use and occupancy permit (the “Permit”) with the County to allow the Company to continue operating the Nassau Coliseum for a nominal $ 1 fee.

The Company considered the accounting guidance under ASC 842 and determined the Permit meets the definition of a lease as it conveys the right to control the use of the associated assets for a specified period of time.

Consequently, the Original Lease was deemed to be modified, maintaining the operating lease classification.

On August 16, 2024, the Company entered into a lease agreement with the County for the use and exclusive right to operate assets on approximately 72 acres of land, including the Nassau Coliseum and other improvements thereon (the “Updated Lease”), which has a 42-year lease term (inclusive of three 5-year extensions).

The Company is required to make annual rent payments in the amounts and at the times specified in the Updated Lease.

As of September 30, 2024, the related right-of-use (“ROU”) asset and finance lease liability were $ 162 million and $ 115 million, respectively.

In the accompanying condensed consolidated balance sheet, the Updated Lease ROU asset is included in “Property and equipment, net” and the noncurrent portion of the related finance lease liability is included in “Long-term debt.”

The future minimum lease payments are $ 1 million for the three-month period ending December 31, 2024, and for each of the years ending December 31, 2025 and 2026, $ 3 million for the year ending December 31, 2027, $ 6 million for the year ending December 31, 2028, and $ 338 million thereafter.

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

Three Months Ended September 30,

(In millions)

Minimum rents $ 138 $ — $ 128 $ —

Overage rents 26 — 48 —

$ 164 $ — $ 176 $ —

Nine Months Ended September 30,

Mall Other Mall Other

Three Months Ended

(In millions)

1 unchanged sentence

Overage rents 20 17

$ 462 $ 1 $ 463 $ 1

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 8 — Fair Value Disclosures

The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company as of September 30, 2024 and December 31, 2023, using available market information.

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, 2024

March 31, 2025

Hierarchy Level

3 unchanged sentences

Cash deposits

$ 2,394 $ 2,394

Money market funds

2 unchanged sentences

$ 1,264 $ 1,211

Long-term debt (3)(4)

$ 13,817 $ 13,538

Cross-currency swaps (3)

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

9 unchanged sentences

$ 1,264 $ 1,192

Long-term debt (3)(4)

$ 13,689 $ 13,353

5 unchanged sentences

(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 long-term debt is exclusive of finance leases and represents its contractual value.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

As of March 31, 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 9 — Commitments and Contingencies

6 unchanged sentences

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 $ 375 million at exchange rates in effect on September 30, 2024), which alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S.

(“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 March 31, 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.

8 unchanged sentences

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 $ 12.05 billion at exchange rates in effect on September 30, 2024), 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.

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 $ 12.04 billion at exchange rates in effect on March 31, 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

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

allowed AAEC’s amended request.

Defendants appealed the decision allowing the amended claim on September 17, 2019;

9 unchanged sentences

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, 2024) based on Plaintiff’s July 15, 2019 amendment.

Defendants were notified of an invoice for supplemental court fees totaling 93 million patacas (approximately $ 12 million at exchange rates in effect on March 31, 2025) based on Plaintiff’s July 15, 2019 amendment.

By motion dated July 20, 2021, the U.S.

3 unchanged sentences

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 $ 7.23 billion and $ 7.78 billion, respectively, at exchange rates in effect on September 30, 2024).

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 March 31, 2025).

On April 28, 2022, the Macao First Instance Court entered a judgment for the U.S.

The Macao First Instance Court also held that Plaintiff litigated certain aspects of its case in bad faith.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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, 2024).

Defendants were notified of an invoice for appeal court fees totaling 48 million patacas (approximately $ 6 million at exchange rates in effect on March 31, 2025).

By motion dated September 29, 2022, the U.S.

6 unchanged sentences

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.

Plaintiff moved for clarification of the November 8 order on November 22, 2023, and the U.S.

Defendants responded to the November 8 order on November 23, 2023.

On January 5, 2024, the Macao Second Instance Court rejected Plaintiff’s request for clarification.

This matter is currently pending the Macao Second Instance Court’s decision.

On October 17, 2024, the Macao Second Instance Court rejected Plaintiff's appeal on procedural grounds and found it unnecessary to hear the interlocutory appeals lodged by Plaintiff and by U.S.

The Macao Second Instance Court further decided that Plaintiff had litigated in bad faith.

Plaintiff was notified of these decisions on October 21, 2024, and has until November 5, 2024 to file a notice of appeal from the Macao Second Instance Court’s decisions.

Defendants are currently evaluating the Macao Second Instance Court’s decision.

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.

Both the notice of appeal and the motion to stay are currently pending decision of the Macao Second Instance Court.

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.

The Daniels Family 2001 Revocable Trust v.

On October 22, 2020, The Daniels Family 2001 Revocable Trust, a putative purchaser of the Company’s shares, filed a purported class action complaint in the U.S.

District Court against LVSC, Sheldon G.

Adelson and Patrick Dumont.

The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially false or misleading statements, or failed to disclose material facts, from February 27, 2016 through September 15, 2020, with respect to its operations at Marina Bay Sands, its compliance with Singapore laws and regulations, and its disclosure controls and procedures.

On January 5, 2021, the U.S.

District Court entered an order appointing Carl S.

Ciaccio and Donald M.

DeSalvo as lead plaintiffs (“Lead Plaintiffs”).

On March 8, 2021, Lead Plaintiffs filed a purported class action amended complaint against LVSC, Sheldon G.

Adelson, Patrick Dumont, and Robert G.

Goldstein, alleging similar violations of Sections 10(b) and 20(a) of the Exchange Act over the same time period of February 27, 2016 through September 15, 2020.

On March 22, 2021, the U.S.

District Court granted Lead Plaintiffs’ motion to substitute Dr.

Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G.

Adelson, for Sheldon G.

Adelson as a defendant in this action.

On May 7, 2021, the defendants filed a motion to dismiss the amended complaint, which on March 28, 2022, the U.S.

District Court granted in its entirety.

District Court dismissed certain claims with prejudice, but granted Lead Plaintiffs leave to amend the complaint with respect to the other claims by April 18, 2022.

On April 8, 2022, Lead Plaintiffs filed a motion for reconsideration and to extend time to file an Amended Complaint.

The defendants filed an opposition to the motion on April 22, 2022.

On April 18, 2022, Lead Plaintiffs filed a second amended complaint.

On May 18, 2022, the defendants filed a motion to dismiss the second amended complaint, and briefing was completed on July 8, 2022.

On August 8, 2023, the U.S.

District Court denied Lead Plaintiffs’ motion for reconsideration, and granted in part and denied in part the defendants’ motion to dismiss the second amended complaint.

District Court dismissed Lead Plaintiffs’ allegations pertaining to the challenged statements that were made in 2016, 2017 and 2018, but allowed the allegations pertaining to the challenged statements from 2019 and 2020 to proceed.

On August 22, 2023, the defendants filed a motion for partial reconsideration, requesting that the U.S.

District Court reconsider its denial of the motion to dismiss with respect to the challenged statements from 2019 and 2020.

If the motion for partial reconsideration is granted, this would result in dismissal of the second amended complaint.

The defendants also moved, in the event the motion for partial

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

reconsideration is not granted, for certification for interlocutory appeal of the U.S.

District Court’s order allowing the challenged statements from 2019 and 2020 to proceed.

The defendants simultaneously filed a motion for a stay pending adjudication of the motion for reconsideration, which requests a stay of all discovery and case deadlines.

Briefing on both motions was completed on September 12, 2023.

On December 19, 2023, the U.S.

District Court granted the defendants’ motion for partial reconsideration and, on January 2, 2024, entered an amended order granting the defendants’ motion to dismiss the second amended complaint in its entirety.

District Court also granted Lead Plaintiffs leave to file an amended complaint by January 18, 2024.

In addition, in light of its granting the motion for partial reconsideration, the U.S.

District Court denied the defendants’ motion for a stay of discovery and case deadlines as moot.

On January 18, 2024, Lead Plaintiffs informed the defendants that they would not be filing an amended complaint.

On February 22, 2024, Lead Plaintiffs and the defendants filed a stipulation to dismiss Lead Plaintiffs’ claims with prejudice with each party bearing its own fees and costs.

Based on the stipulation, the U.S.

District Court dismissed the action with prejudice on February 26, 2024, and final judgment was entered in favor of the defendants on February 27, 2024.

Lead Plaintiffs did not file a notice of appeal by the March 28, 2024 deadline and therefore, this matter is concluded.

Adelson, et al.

On December 28, 2020, Andrew Turesky filed a putative shareholder derivative action on behalf of the Company in the U.S.

District Court, against Sheldon G.

Adelson, Patrick Dumont, Robert G.

Goldstein, Irwin Chafetz, Micheline Chau, Charles D.

Forman, Steven L.

Gerard, George Jamieson, Charles A.

Koppelman, Lewis Kramer and David F.

Levi, all of whom are current or former directors and/or officers of LVSC.

The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and for contribution under Sections 10(b) and 21D of the Exchange Act.

On February 24, 2021, the U.S.

District Court entered an order granting the parties’ stipulation to stay this action in light of the Daniels Family 2001 Revocable Trust putative securities class action (the “Securities Action”).

Subject to the terms of the parties’ stipulation, this action was stayed until 30 days after the final resolution of the motion to dismiss in the Securities Action.

On March 11, 2021, the U.S.

District Court granted the plaintiff’s motion to substitute Dr.

Miriam Adelson, in her capacity as the Special Administrator for the estate of Sheldon G.

Adelson, for Sheldon G.

Adelson as a defendant in this action.

On January 2, 2024, the second amended complaint in the Securities Action was dismissed in its entirety, and the case was dismissed with prejudice on February 26, 2024.

On February 27, 2024, the U.S.

District Court lifted the stay in this action and ordered the parties to meet and confer and submit a proposed scheduling order by March 12, 2024.

On March 8, 2024, the parties in this action filed a stipulation requesting that their deadline to submit the proposed scheduling order be extended to April 11, 2024, in order to know, before submitting the proposed scheduling order, whether the plaintiffs in the Securities Action would appeal by their deadline of March 28, 2024.

District Court granted the stipulation on March 13, 2024.

The plaintiffs in the Securities Action did not file an appeal by the deadline.

On April 9, 2024, the parties in this action filed a stipulation to dismiss the case in its entirety as to all defendants without prejudice, with each party bearing its own fees and costs.

Based on the stipulation, the U.S.

District Court dismissed this action without prejudice on April 10, 2024, and therefore, this matter is concluded.

LAS VEGAS SANDS CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 10 — 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 reviews the results of operations and construction and development activities for each of its operating segments:

The Company’s reportable segments are:

The Venetian Macao;

3 unchanged sentences

and Marina Bay Sands.

The Company also reviews construction and development activities for its primary projects under development, in addition to its reportable segments noted above.

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 to reconcile to the condensed consolidated results of operations and financial condition.

The Company’s segment information as of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023 is as follows:

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

(In millions)

Three Months Ended September 30, 2024

The Venetian Macao $ 554 $ 54 $ 15 $ 59 $ 10 $ 692

The Londoner Macao 338 68 21 20 13 460

The Parisian Macao 189 36 17 6 2 250

The Plaza Macao and Four Seasons Macao 182 27 7 40 1 257

Sands Macao 73 4 3 1 — 81

Ferry Operations and Other — — — — 31 31

1,336 189 63 126 57 1,771

Marina Bay Sands 600 125 89 63 42 919

Intercompany royalties — — — — 60 60

Intercompany eliminations (1)

— — — — ( 68 ) ( 68 )

Total net revenues $ 1,936 $ 314 $ 152 $ 189 $ 91 $ 2,682

Three Months Ended September 30, 2023

The Venetian Macao $ 575 $ 55 $ 17 $ 58 $ 18 $ 723

The Londoner Macao 371 97 25 17 8 518

The Parisian Macao 181 37 15 7 4 244

The Plaza Macao and Four Seasons Macao 108 24 7 50 3 192

Sands Macao 75 4 3 1 — 83

Ferry Operations and Other — — — — 29 29

1,310 217 67 133 62 1,789

Marina Bay Sands 698 125 89 68 35 1,015

Intercompany royalties — — — — 61 61

Intercompany eliminations (1)

— — — — ( 70 ) ( 70 )

Total net revenues $ 2,008 $ 342 $ 156 $ 201 $ 88 $ 2,795

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Casino Rooms Food and Beverage Mall Convention, Retail and Other Net Revenues

(In millions)

Nine Months Ended September 30, 2024

The Venetian Macao $ 1,748 $ 156 $ 48 $ 168 $ 29 $ 2,149

The Londoner Macao 1,075 234 70 53 34 1,466

The Parisian Macao 569 102 48 20 6 745

The Plaza Macao and Four Seasons Macao 430 77 23 116 3 649

Sands Macao 212 13 9 1 1 236

Ferry Operations and Other — — — — 91 91

4,034 582 198 358 164 5,336

Marina Bay Sands 2,165 375 252 180 121 3,093

Intercompany royalties — — — — 186 186

Intercompany eliminations (1)

— — — ( 1 ) ( 212 ) ( 213 )

Total net revenues $ 6,199 $ 957 $ 450 $ 537 $ 259 $ 8,402

Nine Months Ended September 30, 2023

The Venetian Macao $ 1,544 $ 142 $ 47 $ 162 $ 39 $ 1,934

The Londoner Macao 850 232 59 47 15 1,203

The Parisian Macao 492 100 35 23 7 657

The Plaza Macao and Four Seasons Macao 367 69 21 125 5 587

Sands Macao 218 12 9 1 1 241

Ferry Operations and Other — — — — 74 74

3,471 555 171 358 141 4,696

Marina Bay Sands 1,940 326 252 178 92 2,788

Intercompany royalties — — — — 164 164

Intercompany eliminations (1)

— — — ( 1 ) ( 190 ) ( 191 )

Total net revenues $ 5,411 $ 881 $ 423 $ 535 $ 207 $ 7,457

____________________

(1) Intercompany eliminations include royalties and other intercompany services.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

The Company’s segment information as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 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

(In millions)

Three Months Ended March 31, 2025

Casino $ 495 $ 402 $ 173 $ 132 $ 68 $ — $ 1,270 $ 857 $ — $ 2,127

Rooms 53 73 35 29 5 — 195 129 — 324

Food and beverage 15 24 12 7 2 — 60 81 — 141

Mall 59 21 5 39 — — 124 62 — 186

Convention, retail and other 14 9 2 1 — 25 51 33 — 84

Net revenues 636 529 227 208 75 25 1,700 1,162 — 2,862

Intersegment revenues 2 — — — — 7 9 1 61 71

The Venetian Macao $ 1 $ 1 $ 5 $ 5

Ferry Operations and Other 7 6 20 18

Marina Bay Sands — 2 2 4

Intercompany royalties 60 61 186 164

Total intersegment revenues $ 68 $ 70 $ 213 $ 191

Net revenues before intersegment eliminations 638 529 227 208 75 32 1,709 1,163 61 2,933

Payroll and related expenses 108 96 49 27 23 11 314 172 — 486

Gaming taxes 235 210 84 81 32 — 642 208 — 850

Other expenses (1)

70 70 28 26 10 14 218 178 61 457

Segment expenses 413 376 161 134 65 25 1,174 558 61 1,793

Segment/Consolidated adjusted property EBITDA $ 225 $ 153 $ 66 $ 74 $ 10 $ 7 $ 535 $ 605 $ — $ 1,140

Other Operating Costs and Expenses

Stock-based compensation (2)

Corporate ( 73 )

Pre-opening ( 4 )

Development ( 69 )

Depreciation and amortization ( 362 )

Amortization of leasehold interests in land ( 15 )

Loss on disposal or impairment of assets ( 7 )

Operating income 609

Other Non-Operating Costs and Expenses

Interest income 42

Interest expense, net of amounts capitalized ( 174 )

Other expense

Income tax expense ( 63 )

Loss on modification or early retirement of debt ( 5 )

Net income $ 408

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

(In millions)

Adjusted Property EBITDA

The Venetian Macao $ 267 $ 290 $ 843 $ 752

The Londoner Macao 124 167 399 326

The Parisian Macao 74 81 228 201

The Plaza Macao and Four Seasons Macao 102 71 238 237

Sands Macao 14 17 36 42

Ferry Operations and Other 4 5 12 12

585 631 1,756 1,570

Marina Bay Sands 406 491 1,515 1,317

Consolidated adjusted property EBITDA (1)

Three Months Ended March 31, 2024

Casino $ 638 $ 419 $ 173 $ 70 $ 69 $ — $ 1,369 $ 859 $ — $ 2,228

Rooms 52 89 34 25 4 — 204 126 — 330

Food and beverage 17 27 14 8 3 — 69 81 — 150

Mall 54 16 7 38 — — 115 59 — 174

Convention, retail and other 8 11 2 1 — 24 46 31 — 77

Net revenues 769 562 230 142 76 24 1,803 1,156 — 2,959

Intersegment revenues 2 — — — — 6 8 2 63 73

Net revenues before intersegment eliminations 771 562 230 142 76 30 1,811 1,158 63 3,032

Payroll and related expenses 102 92 47 26 23 9 299 166 — 465

Gaming taxes 295 216 84 56 32 — 683 205 — 888

Other expenses (1)

60 82 28 24 9 16 219 190 63 472

Segment expenses 457 390 159 106 64 25 1,201 561 63 1,825

Segment/Consolidated adjusted property EBITDA $ 314 $ 172 $ 71 $ 36 $ 12 $ 5 $ 610 $ 597 $ — $ 1,207

Other Operating Costs and Expenses

Stock-based compensation (2)

( 10 ) ( 6 ) ( 19 ) ( 25 )

Corporate ( 78 )

8 unchanged sentences

Interest expense, net of amounts capitalized ( 182 )

Other income (expense)

11 4 16 ( 17 )

Other expense

Income tax expense ( 17 )

$ 353 $ 449 $ 1,360 $ 962

Net income $ 583

____________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, 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 its operations with those of its 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.

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.

(2) During the three months ended September 30, 2024 and 2023 , the Company recorded stock-based compensation expense of $ 24 million and $ 16 million, respectively, of which $ 14 million and $ 10 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

During the nine months ended September 30, 2024 and 2023 , the Company recorded stock-based compensation expense of $ 58 million and $ 58 million , respectively, of which $ 39 million and $ 33 million , respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

(1) Consists of gaming and non-gaming operating expenses and selling, general and administrative expenses for each segment.

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

LAS VEGAS SANDS CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nine Months Ended

September 30,

Three Months Ended

(In millions)

6 unchanged sentences

Sands Macao 2 4

Ferry Operations and Other 1 —

Marina Bay Sands 175 99

Total capital expenditures $ 379 $ 196

September 30,

2025 December 31,

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements