What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-25 compared with 2025-04-25 · 489 added, 136 removed, 457 unchanged (58% of the section changed)

10 unchanged sentences

Our operating segment in Singapore is Marina Bay Sands.

The Macao government announced total visitation from mainland China to Macao increased approximately 14.5% during the three months ended March 31, 2025, as compared to the same period in 2024.

The Macao government also announced gross gaming revenue increased 0.6% during the three months ended March 31, 2025, as compared to the same period in 2024 .

Airlift passenger movement has increased with a total of 12 million passengers having passed through Singapore’s Changi Airport from January to February 2025 (the latest statistics currently available), an increase of 7.6% compared to the same period in 2024 .

The Singapore Tourism Board (“STB”) announced total visitation to Singapore was 4.3 million for the three months ended March 31, 2025, marginally increasing by 0.1% from the same period in 2024 .

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.04 billion as of March 31, 2025 and access to $1.50 billion, $2.51 billion and $438 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively.

The Macao government announced total visitation from mainland China to Macao increased approximately 19.3% during the six months ended June 30, 2025, as compared to the same period in 2024.

The Macao government also announced gross gaming revenue increased 4.4% during the six months ended June 30, 2025, as compared to the same period in 2024 .

Airlift passenger movement has increased with a total of 35 million passengers having passed through Singapore’s Changi Airport for the six months ended June 30, 2025, an increase of 5.1% compared to the same period in 2024 .

The Singapore Tourism Board (“STB”) announced total visitation to Singapore was 8.3 million for the six months ended June 30, 2025, an increase of 1.9% from the same period in 2024 .

Our Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having increased $5 million compared with the three months ended June 30, 2024 and having decreased $70 million compared to the six months ended June 30, 2024.

Our Singapore operations continue to generate record adjusted property EBITDA, having increased $256 million compared to the three months ended June 30, 2024 and $264 million compared to the six months ended June 30, 2024, with the key driver being an increase in gross gaming revenue.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.45 billion as of June 30, 2025 and access to $1.50 billion, $2.48 billion and $461 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively.

We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.

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For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2024 Annual Report on Form 10-K filed on February 7, 2025.

There were no newly identified significant accounting policies and estimates during the three months ended March 31, 2025, nor were there any material changes to the critical accounting policies and estimates discussed in our 2024 Annual Report.

There were no newly identified significant accounting policies and estimates during the six months ended June 30, 2025, nor were there any material changes to the critical accounting policies and estimates discussed in our 2024 Annual Report.

Operating Results

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Generally, slot machine play is conducted on a cash basis.

In Macao and Singapore, 9.7% and 10.7%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2025.

In Macao and Singapore, 8.7% and 11.9%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2025.

Hotel revenue measurements:

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Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Summary Financial Results

Net revenues for the three months ended March 31, 2025, were $2.86 billion, compared to $2.96 billion for the three months ended March 31, 2024.

Operating income was $609 million for the three months ended March 31, 2025, compared to $717 million for the three months ended March 31, 2024.

Net income was $408 million for the three months ended March 31, 2025, compared to $583 million for the three months ended March 31, 2024.

Net revenues for the three months ended June 30, 2025, were $3.18 billion, compared to $2.76 billion for the three months ended June 30, 2024.

Operating income was $783 million for the three months ended June 30, 2025, compared to $591 million for the three months ended June 30, 2024.

Net income was $519 million for the three months ended June 30, 2025, compared to $424 million for the three months ended June 30, 2024.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Percent

6 unchanged sentences

Total net revenues $ 3,175 $ 2,761 15.0 %

Consolidated net revenues were $2.86 billion for the three months ended March 31, 2025, a decrease of $97 million compared to $2.96 billion for the three months ended March 31, 2024.

The decrease was due to a decrease of $103 million at our Macao operations, partially offset by an increase of $6 million at Marina Bay Sands.

Net casino revenues decreased $101 million compared to the three months ended March 31, 2024.

The decrease was due to decreases of $99 million and $2 million at our Macao operations and Marina Bay Sands, respectively.

Our Macao operations decreased due to decreased Non-Rolling Chip drop and win percentage, partially offset by increased Rolling Chip win percentage.

Casino revenues at Marina Bay Sands decreased due to decreased Rolling Chip win percentage and slot handle, partially offset by increased Non-Rolling Chip and slot win percentages and Non-Rolling Chip drop.

Three Months Ended March 31,

Consolidated net revenues were $3.18 billion for the three months ended June 30, 2025, an increase of $414 million compared to $2.76 billion for the three months ended June 30, 2024, due to increases of $372 million and $42 million at Marina Bay Sands and our Macao operations, respectively.

Net casino revenues increased $380 million compared to the three months ended June 30, 2024.

The increase was due to increases of $362 million and $18 million at Marina Bay Sands and our Macao operations, respectively.

Casino revenues at Marina Bay Sands increased due to overall increases in table games and slot activity, and increased win and hold percentages.

Casino revenues at our Macao operations increased due to increases in the Rolling Chip win percentage and slot handle, partially offset by a decrease in Rolling Chip volume.

The following table summarizes our casino activity:

Three Months Ended June 30,

2025 2024 Change

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Slot hold percentage 4.0 % 3.6 % 0.4 pts

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

5 unchanged sentences

Rolling Chip volume (1)

$ 709 $ 16 N.M.

Rolling Chip win percentage

8 unchanged sentences

Rolling Chip win percentage 2.72 % 3.32 % (0.60) pts

Slot handle (2)

$ 19 $ 1 N.M.

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(1) Rolling Chip tables were made available based on demand beginning in March 2024.

(2) During the prior year, a majority of the slot machines were relocated to other properties, with the remaining slot machines reserved for high-end patrons.

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.

Room revenues decreased $6 million compared to the three months ended March 31, 2024.

The decrease was due a $9 million decrease at our Macao operations, partially offset by a $3 million increase at Marina Bay Sands.

The decrease at our Macao operations was driven by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, partially offset by increases in ADR and occupancy.

Revenues at Marina Bay Sands increased due to increases in ADR and occupancy, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of room renovations in Towers 1 and 2 throughout 2024.

Three Months Ended March 31,

Room revenues increased $32 million compared to the three months ended June 30, 2024, due to increases of $22 million and $10 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was due to increases in ADR and occupancy, partially offset by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand.

The increase at Marina Bay Sands was due to an increase in ADR, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of room renovations, which began in 2024 and concluded in May 2025.

The following table summarizes the results of our room activity:

Three Months Ended June 30,

2025 2024 Change

31 unchanged sentences

Revenue per available room (RevPAR) $ 844 $ 759 11.2 %

__________________________

(1) During the three months ended March 31, 2025 and 2024, approximately 2,850 and 5,400 rooms, respectively, were available for occupancy.

(2) During the three months ended March 31, 2025 and 2024, approximately 1,650 and 2,100 rooms, respectively, were available for occupancy.

Food and beverage revenues decreased $9 million compared to the three months ended March 31, 2024.

The decrease was driven by decreased business volume at banquet operations and food outlets at our Macao operations.

Mall revenues increased $12 million compared to the three months ended March 31, 2024.

The increase of $9 million in our Macao operations was primarily driven by increases of $4 million in base rent and $4 million in overage rent.

The $3 million increase at Marina Bay Sands was driven by a $4 million increase in base rent, partially offset by a $1 million decrease in overage rent.

Mall revenues increased $13 million compared to the three months ended June 30, 2024.

The increase of $9 million in our Macao operations was primarily driven by increases of $8 million in overage rent and $1 million in revenues related to common area maintenance (“CAM”).

The $4 million increase at Marina Bay Sands was due to a $4 million increase in base rent.

For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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This table excludes the results of our retail outlets at Sands Macao.

(1) During the three months ended March 31, 2025, approximately 49,000 and 37,000 square feet of space at the Shoppes at Londoner and the Shoppes at Parisian, respectively, was removed from the respective gross leasable area as it was taken off the market and not available for leasing.

Convention, retail and other revenues increased $7 million compared to the three months ended March 31, 2024.

The increase was due to increases of $5 million and $2 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was due to an increase of $6 million in entertainment due to the resumption of events at the Venetian Arena upon completion of its renovation in the fourth quarter of 2024 and $1 million in ferry operations, partially offset by a $2 million decrease in other revenues (e.g., convention, exhibits).

The increase at Marina Bay Sands was driven by increases of $3 million in other revenues (e.g., Sky Park, spa) and $2 million in convention revenue, partially offset by a decrease of $3 million in entertainment revenue driven by events held during the three months ended March 31, 2024.

(1) Due to gross leasable area being taken off the market and not available for leasing, approximately 49,000 and 37,000 square feet of space at the Shoppes at Londoner and the Shoppes at Parisian, respectively, was removed during the three months ended March 31, 2025, and approximately 14,000 square feet of space at the Shoppes at Four Seasons was removed during the three months ended June 30, 2025.

Convention, retail and other revenues decreased $10 million compared to the three months ended June 30, 2024, due to decreases of $6 million and $4 million at Marina Bay Sands and our Macao operations, respectively.

The decrease at Marina Bay Sands was primarily driven by an $8 million nonrecurring adjustment recorded during the three months ended June 30, 2024, related to a change in accounting estimate of our non-gaming club points accrual.

The decrease at our Macao operations was primarily due to a $4 million decrease in entertainment driven by the type of events held during the second quarter of 2025.

Operating Expenses

Our operating expenses consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Percent

14 unchanged sentences

Total operating expenses $ 2,392 $ 2,170 10.2 %

Operating expenses were $2.25 billion for the three months ended March 31, 2025, an increase of $11 million compared to $2.24 billion for the three months ended March 31, 2024.

The increase was primarily driven by an increase of $42 million in depreciation and amortization, partially offset by decreases of $23 million in casino expenses and $13 million in general and administrative expenses.

Casino expenses decreased $23 million compared to the three months ended March 31, 2024.

The decrease was due to a decrease of $27 million at our Macao operations, partially offset by an increase of $4 million at Marina Bay Sands.

The decrease was primarily attributable to a $41 million decrease in gaming taxes at our Macao operations due to decreased gross gaming revenues, partially offset by increases in casino marketing and payroll and related expenses.

The increase at Marina Bay Sands was primarily due to a $3 million increase in gaming taxes.

Provision for credit losses was $5 million for the three months ended March 31, 2025, compared to $11 million for the three months ended March 31, 2024.

The $6 million decrease was primarily due to a $6 million decrease at Marina Bay Sands, resulting from a $7 million decrease in provision for the current quarter, partially offset by a $1 million increase in settlements of previously reserved accounts.

Operating expenses were $2.39 billion for the three months ended June 30, 2025, an increase of $222 million compared to $2.17 billion for the three months ended June 30, 2024.

The increase was primarily driven by increases of $101 million in casino expenses, $55 million in depreciation and amortization, and $24 million in general and administrative expenses.

Casino expenses increased $101 million compared to the three months ended June 30, 2024, due to increases of $78 million and $23 million at Marina Bay Sands and our Macao operations, respectively.

These increases were primarily attributable to increased gaming taxes of $66 million and $4 million at Marina Bay Sands and our Macao operations, respectively, due to increased gross gaming revenues, as well as increases in casino marketing and payroll and related expenses.

Room expenses increased $10 million compared to the three months ended June 30, 2024, due to increases of $6 million and $4 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased business volume driven by increased occupancy in Macao and higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands.

Provision for credit losses was $16 million for the three months ended June 30, 2025, compared to $4 million for the three months ended June 30, 2024.

The $12 million increase was primarily due to increases of $6 million each at Marina Bay Sands and our Macao operations.

The increase at Marina Bay Sands resulted from a $5 million increase in provision during the current quarter and a $1 million decrease in settlements of previously reserved accounts.

The increase at our Macao operations resulted from a $4 million decrease in settlements of previously reserved accounts and a $2 million increase in provision during the current quarter.

The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities.

We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses decreased $13 million compared to the three months ended March 31, 2024.

The decrease was due to decreases of $8 million and $5 million at our Macao operations and Marina Bay Sands, respectively.

The decrease at our Macao operations was primarily driven by decreases in utilities, repairs and maintenance and marketing costs.

The decrease at Marina Bay Sands was primarily due to a decrease in property taxes.

Corporate expense decreased $5 million compared to the three months ended March 31, 2024.

The decrease is primarily due to $10 million recorded during the three months ended March 31, 2024, for the 2023 expenses related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024 covering the years from 2023 to 2025.

This decrease was partially offset by increases of $4 million in charitable contributions and corporate sponsorships and $2 million in licensing fees.

Development expenses were $69 million for the three months ended March 31, 2025, compared to $53 million for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the increase was primarily due to increased efforts related to our digital gaming pursuits.

General and administrative expenses increased $24 million compared to the three months ended June 30, 2024.

The increase was primarily due to increases of $22 million and $2 million at Marina Bay Sands and our Macao operations, respectively, primarily due to increases in payroll, marketing and property taxes in Singapore.

Pre-opening expenses were $9 million for the three months ended June 30, 2025, compared to $3 million for the three months ended June 30, 2024.

During the three months ended June 30, 2025, the increase was primarily due to marketing and media expenses for the Londoner Grand.

Development expenses were $69 million for the three months ended June 30, 2025, compared to $61 million for the three months ended June 30, 2024.

During the three months ended June 30, 2025, the increase was primarily due to increased efforts related to our digital gaming pursuits.

Development costs are expensed as incurred.

Depreciation and amortization increased $42 million compared to the three months ended March 31, 2024.

The increase was due to a $42 million increase at Marina Bay Sands as a result of the completion of renovations that were placed into service throughout 2024 and the first quarter of 2025.

Loss on disposal or impairment of assets was $7 million for the three months ended March 31, 2025.

The losses incurred for the three months ended March 31, 2025, were primarily due to $5 million in demolition costs related to Phase II of The Londoner Macao.

Depreciation and amortization increased $55 million compared to the three months ended June 30, 2024.

The increase was due to increases of $43 million and $12 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was a result of the completion of renovations that were placed into service throughout 2024 and the first half of 2025.

The increase at our Macao operations was a result of an increase of $35 million in depreciation from new assets placed into service from

the third quarter of 2024 and onward, mainly related to the Londoner Grand and The Venetian Arena, partially offset by a $23 million decrease in depreciation due to assets fully depreciated related to Phase II of the Londoner Macao project and other assets fully depreciated during the prior year and the first half of the current year.

Loss on disposal or impairment of assets was $8 million for the three months ended June 30, 2025.

The losses incurred for the three months ended June 30, 2025, were primarily due to $6 million in asset disposals related to an aircraft remodeling at Corporate.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Percent

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As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

Three Months Ended March 31,

Three Months Ended June 30,

(In millions)

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Other expense

Loss on modification or early retirement of debt

Income tax expense (90) (72)

1 unchanged sentence

__________________________

(a) During the three months ended March 31, 2025 and 2024, we 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.

Adjusted property EBITDA at our Macao operations decreased $75 million compared with the three months ended March 31, 2024, primarily due to decreases in casino operations at our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $8 million compared to the three months ended March 31, 2024, primarily due to an increase in non-gaming operations and a decrease in general and administrative expenses.

(a) During the three months ended June 30, 2025 and 2024, we recorded stock-based compensation expense of $17 million and $14 million, respectively, of which $12 million and $11 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $5 million compared with the three months ended June 30, 2024, due to increases in casino and hotel operations at our Integrated Resorts in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $256 million compared to the three months ended June 30, 2024, primarily due to an increase in gaming operations.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended March 31,

Three Months Ended June 30,

(Dollars in millions)

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Weighted average interest rate

Interest cost decreased $8 million compared to the three months ended March 31, 2024, primarily due to decreases in our weighted average total debt balance and weighted average interest rate.

The weighted average total debt balance decreased primarily due to repurchases totaling $175 million of the SCL $1.80 billion 5.125% Senior Notes during the three months ended June 30, 2024, and repayments on the 2012 Singapore Credit Facility on February 28, 2025 and throughout 2024.

This is partially offset by proceeds from the 2025 Singapore Credit Facility, to refinance the 2012 Singapore Credit Facility.

The weighted average interest rate decreased primarily due to lower interest rates on the SCL Senior Notes in connection with the credit rating upgrades for the Company and SCL to BBB- by Fitch on February 1, 2024, and a decrease in the interest rates on the Singapore credit facilities.

The decrease was partially offset by higher rates on the LVSC Senior Notes issued on May 16, 2024, to refinance the $1.75 billion 3.200% Senior Notes.

Interest cost increased $7 million compared to the three months ended June 30, 2024, primarily due to an increase in our weighted average total debt balance, partially offset by a decrease in the weighted average interest rate.

The weighted average total debt balance increased primarily due to proceeds from the issuance of the LVSC Senior Notes on May 6, 2025, and from the 2025 Singapore Credit Facility to fund our share repurchases and the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

This was partially offset by repayment of the $500 million 2.900% LVSC Senior Notes due June 2025.

The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.

Other Factors Affecting Earnings

Interest income was $42 million for the three months ended March 31, 2025, compared to $71 million for the three months ended March 31, 2024.

The decrease was attributable to a decrease in cash available to invest due to share repurchases, dividends and development-related spend in the last twelve months.

Other expense was $1 million for the three months ended March 31, 2025, compared to $6 million for the three months ended March 31, 2024.

Other expense during the three months ended March 31, 2025, was primarily attributable to foreign currency transaction losses driven by U.S.

dollar denominated debt held by SCL.

Our income tax expense was $63 million on income before income taxes of $471 million for the three months ended March 31, 2025, resulting in a 13.4% effective income tax rate.

This compares to a 2.8% effective income tax rate for the three months ended March 31, 2024.

The income tax expense for the three months ended March 31, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.

The income tax expense for the three months ended March 31, 2024, reflects an income tax benefit of $57 million related to the reversal of the anticipated Macao shareholder dividend tax previously recorded, due to the shareholder dividend tax agreement entered into with the Macao government in February 2024 and covering the years from 2023 through 2025.

The net income attributable to noncontrolling interests was $56 million for the three months ended March 31, 2025, compared to $89 million for the three months ended March 31, 2024.

Interest income was $42 million for the three months ended June 30, 2025, compared to $80 million for the three months ended June 30, 2024.

The decrease was attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.

Other expense was $22 million for the three months ended June 30, 2025, compared to other income of $11 million for the three months ended June 30, 2024.

Other expense during the three months ended June 30, 2025, was primarily attributable to foreign

currency transaction losses related to the early redemption of the remaining outstanding balance of the 5.125% SCL Senior Notes due August 2025 of $1.63 billion, foreign currency remeasurement losses on U.S.

dollar denominated debt held by SCL, and a debt investment impairment loss.

Our income tax expense was $90 million on income before income taxes of $609 million for the three months ended June 30, 2025, resulting in a 14.8% effective income tax rate.

This compares to a 14.5% effective income tax rate for the three months ended June 30, 2024.

The income tax expense for the three months ended June 30, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.

On July 4, 2025, the U.S.

enacted the budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB includes significant changes to U.S.

income tax laws, including tax cut extensions and modifications to the international tax framework, that may impact us.

Management is still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.

The net income attributable to noncontrolling interests was $58 million for the three months ended June 30, 2025, compared to $71 million for the three months ended June 30, 2024.

These amounts were related to the noncontrolling interest of SCL.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

2025 2024 Percent

(Dollars in millions)

Casino $ 4,542 $ 4,263 6.5 %

Rooms 669 643 4.0 %

Food and beverage 288 298 (3.4) %

Mall 373 348 7.2 %

Convention, retail and other 165 168 (1.8) %

Total net revenues $ 6,037 $ 5,720 5.5 %

Consolidated net revenues were $6.04 billion for the six months ended June 30, 2025, an increase of $317 million compared to $5.72 billion for the six months ended June 30, 2024, primarily due to an increase of $378 million at Marina Bay Sands, partially offset by a decrease of $61 million at our Macao operatio ns.

Net casino revenues increased $279 million compared to the six months ended June 30, 2024.

The increase was driven by an increase of $360 million at Marina Bay Sands, partially offset by a decrease of $81 million at our Macao operations .

Casino revenues at Marina Bay Sands increased due to increases in Non-Rolling Chip drop and win percentage, Rolling Chip volume and slot hold percentage, partially offset by decreases in slot handle and Rolling Chip win percentage.

Casino revenues at our Macao operations decreased due to decreases in Non-Rolling Chip drop and win percentages, Rolling Chip volume and slot hold percentages, partially offset by increases in Rolling Chip win percentage and slot handle.

The following table summarizes the results of our casino activity:

Six Months Ended June 30,

2025 2024 Change

(Dollars in millions)

Macao Operations:

The Venetian Macao

Total net casino revenues $ 1,019 $ 1,194 (14.7) %

Non-Rolling Chip drop $ 4,608 $ 4,738 (2.7) %

Non-Rolling Chip win percentage 23.1 % 24.9 % (1.8) pts

Rolling Chip volume $ 1,721 $ 1,829 (5.9) %

Rolling Chip win percentage 2.87 % 5.91 % (3.04) pts

Slot handle $ 2,776 $ 3,038 (8.6) %

Slot hold percentage 3.7 % 3.7 % — pts

The Londoner Macao

Total net casino revenues $ 897 $ 737 21.7 %

Non-Rolling Chip drop $ 3,951 $ 3,562 10.9 %

Non-Rolling Chip win percentage 22.4 % 20.7 % 1.7 pts

Rolling Chip volume $ 3,801 $ 4,236 (10.3) %

Rolling Chip win percentage 3.85 % 3.06 % 0.79 pts

Slot handle $ 3,782 $ 3,170 19.3 %

Slot hold percentage 3.8 % 3.8 % — pts

The Parisian Macao

Total net casino revenues $ 316 $ 380 (16.8) %

Non-Rolling Chip drop $ 1,391 $ 1,893 (26.5) %

Non-Rolling Chip win percentage 21.2 % 21.0 % 0.2 pts

Rolling Chip volume (1)

$ 709 $ 16 N.M.

Rolling Chip win percentage

4.25 % 4.58 % (0.33) pts

Slot handle $ 1,761 $ 1,606 9.7 %

Slot hold percentage 3.9 % 4.3 % (0.4) pts

The Plaza Macao and Four Seasons Macao

Total net casino revenues $ 254 $ 248 2.4 %

Non-Rolling Chip drop $ 1,340 $ 1,340 — %

Non-Rolling Chip win percentage 22.3 % 24.6 % (2.3) pts

Rolling Chip volume $ 3,532 $ 4,949 (28.6) %

Rolling Chip win percentage 2.53 % 1.35 % 1.18 pts

Slot handle (2)

$ 40 $ 2 N.M.

Slot hold percentage 2.3 % 20.7 % (18.4) pts

Total net casino revenues $ 131 $ 139 (5.8) %

Non-Rolling Chip drop $ 769 $ 801 (4.0) %

Non-Rolling Chip win percentage 15.0 % 16.5 % (1.5) pts

Rolling Chip volume $ 82 $ 35 134.3 %

Rolling Chip win percentage 4.62 % 4.25 % 0.37 pts

Slot handle $ 1,171 $ 1,065 10.0 %

Slot hold percentage 3.0 % 3.1 % (0.1) pts

Six Months Ended June 30,

2025 2024 Change

(Dollars in millions)

Singapore Operations:

Marina Bay Sands

Total net casino revenues $ 1,925 $ 1,565 23.0 %

Non-Rolling Chip drop $ 4,664 $ 4,202 11.0 %

Non-Rolling Chip win percentage 23.3 % 19.3 % 4.0 pts

Rolling Chip volume $ 16,973 $ 14,315 18.6 %

Rolling Chip win percentage 4.52 % 4.59 % (0.07) pts

Slot handle $ 12,004 $ 12,618 (4.9) %

Slot hold percentage 4.5 % 3.8 % 0.7 pts

__________________________

— Not meaningful.

(1) Rolling Chip tables were made available based on demand beginning in March 2024.

(2) During the prior year, a majority of the slot machines were relocated to other properties, with the remaining slot machines reserved for high-end patrons.

Room revenues increased $26 million compared to the six months ended June 30, 2024.

The increase was due to increases of $13 million each at Marina Bay Sands and our Macao operations.

Marina Bay Sands room revenues increased primarily due to an increase in ADR, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of the room renovations, which began in 2024 and concluded in May 2025.

Macao room revenues increased due to increases in ADR and occupancy, partially offset by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand.

The following table summarizes the results of our room activity:

Six Months Ended June 30,

2025 2024 Change

(Room revenues in millions)

Macao Operations:

The Venetian Macao

Total room revenues $ 103 $ 102 1.0 %

Occupancy rate 99.2 % 97.0 % 2.2 pts

Average daily room rate (ADR) $ 200 $ 200 — %

Revenue per available room (RevPAR) $ 198 $ 194 2.1 %

The Londoner Macao

Total room revenues $ 168 $ 166 1.2 %

Occupancy rate 95.2 % 95.5 % (0.3) pts

Average daily room rate (ADR) $ 273 $ 191 42.9 %

Revenue per available room (RevPAR) $ 259 $ 183 41.5 %

The Parisian Macao

Total room revenues $ 69 $ 66 4.5 %

Occupancy rate 99.5 % 95.5 % 4.0 pts

Average daily room rate (ADR) $ 151 $ 151 — %

Revenue per available room (RevPAR) $ 150 $ 145 3.4 %

The Plaza Macao and Four Seasons Macao

Total room revenues $ 57 $ 50 14.0 %

Occupancy rate 94.7 % 86.8 % 7.9 pts

Average daily room rate (ADR) $ 502 $ 486 3.3 %

Revenue per available room (RevPAR) $ 475 $ 422 12.6 %

Total room revenues $ 9 $ 9 — %

Occupancy rate 99.1 % 98.8 % 0.3 pts

Average daily room rate (ADR) $ 175 $ 174 0.6 %

Revenue per available room (RevPAR) $ 173 $ 172 0.6 %

Singapore Operations:

Marina Bay Sands

Total room revenues $ 263 $ 250 5.2 %

Occupancy rate 95.3 % 95.1 % 0.2 pts

Average daily room rate (ADR) $ 906 $ 752 20.5 %

Revenue per available room (RevPAR) $ 863 $ 716 20.5 %

Food and beverage revenues decreased $10 million compared to the six months ended June 30, 2024.

The decrease was driven by a $12 million decrease at our Macao operations, partially offset by a $2 million increase at Marina Bay Sands.

The decrease at our Macao operations was driven by decreased business volume from banquet operations and at various outlets.

The increase at Marina Bay Sands was driven by new outlets, which opened in the second half of 2024.

Mall revenues increased $25 million compared to the six months ended June 30, 2024.

The increase of $18 million at our Macao operations was primarily driven by increases of $12 million in overage rent, $4 million in base rent and $2 million in revenues related to CAM.

The $7 million increase related to Marina Bay Sands was driven by a $9 million increase in base rent and revenues related to CAM, partially offset by a $2 million decrease in overage rent.

Six Months Ended June 30, (1)

2025 2024 Change

(Mall revenues in millions)

Macao Operations:

Shoppes at Venetian

Total mall revenues $ 121 $ 108 12.0 %

Mall gross leasable area (in square feet) 825,079 822,308 0.3 %

Occupancy 85.1 % 83.0 % 2.1 pts

Base rent per square foot $ 289 $ 284 1.8 %

Tenant sales per square foot

$ 1,700 $ 1,737 (2.1) %

Shoppes at Londoner (2)

Total mall revenues $ 42 $ 33 27.3 %

Mall gross leasable area (in square feet) 517,603 566,515 (8.6) %

Occupancy 75.6 % 70.8 % 4.8 pts

Base rent per square foot $ 176 $ 150 17.3 %

Tenant sales per square foot

$ 1,510 $ 1,575 (4.1) %

Shoppes at Parisian (2)

Total mall revenues $ 10 $ 14 (28.6) %

Mall gross leasable area (in square feet) 259,506 296,352 (12.4) %

Occupancy 74.8 % 66.4 % 8.4 pts

Base rent per square foot $ 78 $ 111 (29.7) %

Tenant sales per square foot

$ 471 $ 592 (20.4) %

Shoppes at Four Seasons (2)

Total mall revenues $ 76 $ 76 — %

Mall gross leasable area (in square feet) 247,682 263,785 (6.1) %

Occupancy 94.7 % 90.5 % 4.2 pts

Base rent per square foot $ 611 $ 621 (1.6) %

Tenant sales per square foot

$ 4,337 $ 6,166 (29.7) %

Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues $ 124 $ 117 6.0 %

Mall gross leasable area (in square feet) 620,513 615,944 0.7 %

Occupancy 98.8 % 99.9 % (1.1) pts

Base rent per square foot $ 378 $ 342 10.5 %

Tenant sales per square foot

$ 2,837 $ 2,945 (3.7) %

__________________________

This table excludes the results of our retail outlets at Sands Macao.

(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2025 and 2024, they are identical to the summary presented herein for the three months ended June 30, 2025 and 2024, respectively.

(2) During the six months ended June 30, 2025, approximately 49,000, 37,000 and 14,000 square feet of space at the Shoppes at Londoner, the Shoppes at Parisian and the Shoppes at Four Seasons, respectively, was removed from the respective gross leasable area as it was taken off the market and not available for leasing.

Convention, retail and other revenues decreased $3 million compared to the six months ended June 30, 2024, due to a decrease of $4 million at Marina Bay Sands, partially offset by an increase of $1 million at our Macao operations.

The decrease at Marina Bay Sands was driven by an $8 million nonrecurring adjustment during the three months ended June 30, 2024, related to a change in accounting estimate of our non-gaming club points accrual and $3 million decrease in entertainment, partially offset by increases of $2 million in convention revenue and $5 million in other revenues (e.g., limo, SkyPark, spa).

The increase at our Macao operations was due to increases of $2 million in ferry operations due to increased sailings resulting from increased visitation, $2 million in entertainment revenue and $2 million in limo, partially offset by decreases of $4 million in other revenues (e.g., exhibits) and $1 million in convention revenue.

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

2025 2024 Percent

(Dollars in millions)

Casino $ 2,399 $ 2,321 3.4 %

Rooms 168 155 8.4 %

Food and beverage 256 250 2.4 %

Mall 44 39 12.8 %

Convention, retail and other 116 115 0.9 %

Provision for credit losses 21 15 40.0 %

General and administrative 565 554 2.0 %

Corporate 142 147 (3.4) %

Pre-opening 13 6 116.7 %

Development 138 114 21.1 %

Depreciation and amortization 733 636 15.3 %

Amortization of leasehold interests in land 35 30 16.7 %

Loss on disposal or impairment of assets 15 30 (50.0) %

Total operating expenses $ 4,645 $ 4,412 5.3 %

Operating expenses were $4.65 billion for the six months ended June 30, 2025, an increase of $233 million compared to $4.41 billion for the six months ended June 30, 2024.

The increase was primarily driven by increases of $97 million in depreciation and amortization, $78 million in casino expenses, $24 million in development expense and $13 million in room expense.

Casino expenses increased $78 million compared to the six months ended June 30, 2024.

The increase was attributable to an increase of $82 million at Marina Bay Sands, partially offset by a decrease of $4 million at our Macao operations.

The increase at Marina Bay Sands was primarily due to a $69 million increase in gaming taxes, consistent with increased gross gaming revenues.

The decrease at our Macao operations was primarily due to a $37 million decrease in gaming taxes, consistent with decreased gross gaming revenues, partially offset by increases in casino marketing and payroll and related expenses.

Room expenses increased $13 million compared to the six months ended June 30, 2024.

The increase was due to increases of $9 million and $4 million at Marina Bay Sands and our Macao operations, respectively, driven by higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands and increased occupancy in Macao.

Food and beverage expenses increased $6 million compared to the six months ended June 30, 2024.

The increase was due to increases of $5 million and $1 million at Marina Bay Sands and our Macao operations, respectively, driven by increased business volume at food outlets and banquets operations and new outlets that opened in the second half of 2024 at Marina Bay Sands.

Provision for credit losses was $21 million for the six months ended June 30, 2025, compared to $15 million for the six months ended June 30, 2024.

The increase in provision was due to a $7 million increase at our Macao operations, partially offset by a $1 million decrease at Marina Bay Sands.

The increase at our Macao operations was primarily due to $5 million in settlements from previously reserved accounts in the prior year, and a $2 million increase in the provision for the current period.

The decrease at Marina Bay Sands was primarily due to a $1 million decrease in the provision for the current period.

The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities.

General and administrative expenses increased $11 million compared to the six months ended June 30, 2024.

The increase was primarily due to an increase of $18 million at Marina Bay Sands, partially offset by a decrease of $7 million at our Macao operations.

The increase at Marina Bay Sands was primarily due to increases in payroll, marketing and property taxes.

The decrease at our Macao operations was primarily due to decreases in marketing and repairs and maintenance costs.

Corporate expenses decreased $5 million compared to the six months ended June 30, 2024.

The decrease was primarily due to $10 million recorded during the three months ended March 31, 2024, related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024, and covers the years from 2023 to 2025, partially offset by an increase of $6 million in charitable contributions and licensing fees.

Pre-opening expenses were $13 million for the six months ended June 30, 2025, compared to $6 million for the six months ended June 30, 2024.

During the six months ended June 30, 2025, the increase was primarily due to marketing and media expenses for the Londoner Grand.

Development expenses were $138 million for the six months ended June 30, 2025, compared to $114 million for the six months ended June 30, 2024.

During the six months ended June 30, 2025, the increased costs were associated with increased efforts primarily related to our digital gaming pursuits.

Development costs are expensed as incurred.

Depreciation and amortization increased $97 million compared to the six months ended June 30, 2024.

The increase was primarily due to increases of $85 million and $12 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was primarily due to the completion of the room renovations that were placed into service throughout 2024 and the first half of 2025.

The increase at our Macao operations was primarily due to $65 million in new assets placed into service from the third quarter of 2024 onward, mainly related to Phase II of the Londoner Macao project and The Venetian Arena, partially offset by a $55 million decrease in depreciation due to assets fully depreciated related to Phase II of The Londoner Macao project and other assets fully depreciated during the prior year and through the first half of the current year.

Loss on disposal or impairment of assets was $15 million for the six months ended June 30, 2025, compared to $30 million for the six months ended June 30, 2024.

The losses incurred for the six months ended June 30, 2025, were due to $8 million in Macao, $6 million at Corporate, and $1 million at Marina Bay Sands.

The losses at our Macao operations were due to $6 million in demolition costs primarily related room renovations at Londoner Grand and $2 million in loss on disposal.

The losses at Corporate were primarily due to $6 million in asset disposals related to an aircraft remodeling.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Six Months Ended June 30,

2025 2024 Percent

(Dollars in millions)

The Venetian Macao $ 461 $ 576 (20.0) %

The Londoner Macao 358 275 30.2 %

The Parisian Macao 110 154 (28.6) %

The Plaza Macao and Four Seasons Macao 140 136 2.9 %

Sands Macao 19 22 (13.6) %

Ferry Operations and Other 13 8 62.5 %

1,101 1,171 (6.0) %

Marina Bay Sands 1,373 1,109 23.8 %

Consolidated adjusted property EBITDA (1)

$ 2,474 $ 2,280 8.5 %

____________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

Consolidated adjusted property EBITDA is net income (loss) before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our competitors, as well as a basis for determining certain incentive compensation.

Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.

In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations.

Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP.

We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.

Not all companies calculate adjusted property EBITDA in the same manner.

As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

Six Months Ended June 30,

(In millions)

Consolidated adjusted property EBITDA $ 2,474 $ 2,280

Other Operating Costs and Expenses

Stock-based compensation (a)

Corporate (142) (147)

Pre-opening (13) (6)

Development (138) (114)

Depreciation and amortization (733) (636)

Amortization of leasehold interests in land (35) (30)

Loss on disposal or impairment of assets (15) (30)

Operating income

Other Non-Operating Costs and Expenses

Interest income 84 151

Interest expense, net of amounts capitalized (368) (368)

Other income (expense)

Loss on modification or early retirement of debt (5) —

Income tax expense (153) (89)

$ 927 $ 1,007

____________________

(a) During the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $26 million and $34 million, respectively, of which $20 million and $25 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $70 million compared to the six months ended June 30, 2024, primarily due to decreased casino and food and beverage revenues across our operations driven by increased competition for gross gaming revenues in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $264 million compared to the six months ended June 30, 2024.

The increase was primarily due to increased casino and room operations driven by the introduction of new and elevated suites and rooms and other amenities at Marina Bay Sands.

Interest Expense

The following table summarizes information related to interest expense:

Six Months Ended June 30,

(Dollars in millions)

Interest cost

Less — capitalized interest

Interest expense, net

Weighted average total debt balance

$ 14,861 $ 14,398

Weighted average interest rate

Interest cost was primarily impacted by a decrease in the weighted average interest rate from 5.0% to 4.8%, partially offset by an increase in the weighted average total debt balance from $14.40 billion to $14.86 billion.

The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.

This is partially offset by repayment of the $500 million 2.900% LVSC Senior Notes due June 2025.

Other Factors Affecting Earnings

Interest income was $84 million for the six months ended June 30, 2025, compared to $151 million for the six months ended June 30, 2024, a decrease of $67 million, which was primarily attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.

Other expense was $23 million for the six months ended June 30, 2025, compared to other income of $5 million for the six months ended June 30, 2024.

Other expense during the six months ended June 30, 2025, was primarily attributable to foreign currency transaction losses related to the early redemption of the remaining outstanding balance of the 5.125% SCL Senior Notes due August 2025 of $1.63 billion, foreign currency remeasurement losses on U.S.

dollar denominated debt held by SCL and a debt investment impairment loss.

Our income tax expense was $153 million on income before income taxes of $1.08 billion for the six months ended June 30, 2025, resulting in a 14.2% effective income tax rate.

This compares to an 8.1% effective income tax rate for the six months ended June 30, 2024.

The income tax expense for the six months ended June 30, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations, and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.

The income tax expense for the six months ended June 30, 2024, reflects an income tax benefit of $57 million related to the reversal of the anticipated Macao shareholder dividend tax previously recorded, due to the shareholder dividend tax agreement entered into with the Macao government in February 2024 and covering the years from 2023 through 2025.

On July 4, 2025, the U.S.

enacted the budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB includes significant changes to U.S.

income tax laws, including tax cut extensions and modifications to the international tax framework, that may impact us.

Management is still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.

The net income attributable to noncontrolling interests was $114 million for the six months ended June 30, 2025, compared to $160 million for the six months ended June 30, 2024.

These amounts were related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

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We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for common area maintenance and other expenditures.

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2025 and 2024:

The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, 2025 and 2024:

Venetian Shoppes at

3 unchanged sentences

(In millions)

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Mall revenues:

16 unchanged sentences

(In millions)

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Mall revenues:

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$ 5 $ 3 $ 3 $ 1 $ 6

For the six months ended June 30, 2025

Mall revenues:

Minimum rents (1)

$ 96 $ 58 $ 27 $ 5 $ 94

Overage rents 8 12 4 2 14

CAM, levies and direct recoveries 17 6 11 3 16

Total mall revenues 121 76 42 10 124

Mall operating expenses:

Common area maintenance 7 3 4 2 12

Marketing and other direct operating expenses 6 4 3 2 1

Mall operating expenses 13 7 7 4 13

Property taxes (2)

Mall-related expenses (3)

$ 14 $ 7 $ 7 $ 4 $ 16

For the six months ended June 30, 2024

Mall revenues:

Minimum rents (1)

$ 90 $ 62 $ 21 $ 9 $ 86

Overage rents 2 8 3 1 16

CAM, levies and direct recoveries 16 6 9 4 15

Total mall revenues 108 76 33 14 117

Mall operating expenses:

Common area maintenance 7 3 4 2 11

Marketing and other direct operating expenses 3 2 2 1 3

Mall operating expenses 10 5 6 3 14

Property taxes (2)

Mall-related expenses (3)

$ 11 $ 5 $ 6 $ 3 $ 16

____________________

This table excludes the results of our retail outlets at Sands Macao.

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It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance.

Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls.

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We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.

As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on 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.

As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.43 billion at exchange rates in effect on June 30, 2025).

Of this total, 33.39 billion patacas (approximately $4.13 billion at exchange rates in effect on June 30, 2025) must be invested in non-gaming projects.

These investments must be accomplished by December 2032.

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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 our investments spent during the year ended December 31, 2024, has not yet commenced.

We 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.

As of the date of this filing, the audit process for our investments spent during the year ended December 31, 2024, has commenced.

Phase II of The Londoner Macao primarily includes the conversion of the Sheraton Grand Macao into the Londoner Grand, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings.

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

Construction of the newly renovated rooms and suites at the Londoner Grand was completed in early April 2025 and resulted in a total of 2,405 rooms and suites.

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

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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.

Construction works for the project has commenced as of May 26, 2025, before the requisite commencement date under the Second Supplemental Agreement.

Our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of the additional 2,000 square meters of gaming area, increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.

We have incurred approximately $2.3 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 approximately SGD 1.13 billion (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.

We are 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 at Marina Bay Sands will result in a total of 1,844 rooms and suites upon completion and are substantially upgrading the overall guest experience for 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.

We have incurred approximately $2.4 billion as of June 30, 2025, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payment of SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) for the Additional Gaming Area payment, which was made on April 2, 2025.

The Tower 3 hotel room renovations at Marina Bay Sands into world class suites are now complete and the Company is continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings.

As of June 30, 2025, we have incurred $405 million of the estimated $750 million cost to complete these projects, which are in addition to the MBS Expansion Project.

The completion of the renovations of Towers 1, 2 and 3 has resulted in a total of 1,844 rooms including 775 suites.

On June 2, 2023, we acquired the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau in the State of New York.

1 unchanged sentence

On April 23, 2025, we announced our decision to cease pursuit of a casino license from the state of New York in light of concerns regarding a lower anticipated return on investment due to various factors, including the impact of the potential legalization of online gaming on the New York market.

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

There is no assurance we will be able to transact such opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.

We continue to consider potential acquirors and other development opportunities for the Nassau Coliseum site.

There is no assurance we will be able to accomplish a sale or other development opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.

We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.

2 unchanged sentences

Our cash flows consisted of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

2 unchanged sentences

Capital expenditures (665) (481)

Proceeds from disposal of property and equipment — 1

Acquisition of intangible assets and other (75) (8)

3 unchanged sentences

Repurchase of common stock (1,216) (850)

Dividends paid

Dividends paid and noncontrolling interest payments (425) (299)

Proceeds from debt 6,781 1,748

Repayments on debt

Repayments of debt (4,856) (1,960)

Payments of financing costs (201) (20)

Capped call option contract

Settled contracts for purchase of noncontrolling interest (137) —

Unsettled contracts for purchase of noncontrolling interest (100) —

Other (24) (23)

4 unchanged sentences

Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments.

Cash flows from operating activities for the three months ended March 31, 2025, decreased $188 million compared to the three months ended March 31, 2024.

The decrease in cash generated from operations was primarily due to a decrease in operating income from our Macao properties, as well as decreases in cash related to changes in working capital, primarily from increases in accounts receivable.

Cash flows from operating activities for the six months ended June 30, 2025, decreased $824 million compared to the six months ended June 30, 2024.

The decrease in cash generated from operations was primarily related to the $848 million payment for MBS’ purchase of the Additional Gaming Area, a decrease in operating income from our Macao properties and a decrease in cash related to changes in working capital, partially offset by an increase in operating income from MBS.

Cash Flows — Investing Activities

Capital expenditures for the three months ended March 31, 2025, totaled $379 million.

Included in this amount was $197 million for construction and development activities in Macao, which consisted of $166 million for The Londoner Macao, primarily due to the Londoner Grand, $24 million for The Venetian Macao, $3 million for The Parisian Macao, $2 million for Sands Macao and $2 million for The Plaza Macao and Four Seasons Macao, $175 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $7 million for corporate and other.

Capital expenditures for the six months ended June 30, 2025, totaled $665 million.

Included in this amount was $335 million for construction and development activities in Macao, which consisted of $229 million for The Londoner Macao, primarily due to the Londoner Grand, $86 million for The Venetian Macao and $20 million for the other Macao properties, $304 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $26 million for corporate and other costs.

Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which gaming license now expires in April 2028 .

Capital expenditures for the three months ended March 31, 2024, totaled $196 million.

Capital expenditures for the six months ended June 30, 2024, totaled $481 million.

Included in this amount was $239 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property.

Capital expenditures were $90 million for construction and development activities in Macao, which consisted of $41 million for The Londoner Macao, $38 million for The Venetian Macao, $4 million for Sands Macao, $4 million for The Parisian Macao and $3 million for The Plaza Macao and Four Seasons Macao.

Additionally, we funded $7 million for corporate and other.

Capital expenditures were $221 million for construction and development activities in Macao, which consisted of $125 million for The Londoner Macao, $78 million for The Venetian Macao and $18 million for the other Macao properties.

Additionally, we funded $21 million for corporate and other costs.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $692 million for the three months ended March 31, 2025.

We utilized $416 million for common stock repurchases, $179 million for dividend payments related to our stockholder return of capital program and $164 million for deferred offering costs for the 2025 Singapore Credit Facility.

Additionally, there were net proceeds of debt of $87 million, primarily related to proceeds received from the 2025 Singapore Credit Facility and the extinguishment of the 2012 Singapore Credit Facility.

Net cash flows used in financing activities were $180 million for the six months ended June 30, 2025.

We utilized $1.22 billion for common stock repurchases, $425 million for dividend payments and $201 million for deferred offering costs for the refinancing of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility, and the draw down on the 2024 SCL Term Loan Facility.

Additionally, there were net proceeds of debt of $1.93 billion, primarily related to proceeds received from the issuance of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility.

Lastly, we paid $24 million in other financial liability payments.

Net cash flows used in financing activities were $639 million for the three months ended March 31, 2024, which was primarily attributable to $450 million for common stock repurchases, $151 million for dividend payments related to our stockholder return of capital program, $19 million in other financial liability payments and $17 million in repayments on debt.

Net cash flows used in financing activities were $1.41 billion for the six months ended June 30, 2024, which was primarily attributable to $850 million for common stock repurchases, $299 million for dividend payments related to our stockholder return of capital program, net repayments of debt of $212 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million and $23 million in other financial liability payments.

Capital Financing Overview

We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.

On February 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.80 billion at exchange rates in effect on March 31, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available a SGD 750 million (approximately $559 million at exchange rates in effect on March 31, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and a 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”).

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 Credit Facility – Term.

On February 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.94 billion at exchange rates in effect on June 30, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available a SGD 750 million (approximately $588 million at exchange rates in effect on June 30, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and a SGD 7.50 billion (approximately $5.88 billion at exchange rates in effect on June 30, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility”).

On February 28, 2025, MBS drew the full amount of the 2025 Singapore Term Loan Facility and SGD 62 million (approximately $46 million at exchange rates in effect at the time of the transaction) from the 2025 Singapore Delayed Draw Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility.

MBS may draw under the 2025 Singapore Revolving Facility to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes.

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Refer to “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details.

On April 1, 2025 , MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

On April 1, 2025, MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

On May 6, 2025, in an underwritten public offering, we issued, two series of senior unsecured notes in an aggregate principal amount of $1.50 billion (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt”).

The net proceeds from the offering were used to redeem in full the outstanding principal under the $500 million 2.900% LVSC Senior Notes due June 25, 2025 and any accrued interest, and to pay transaction-related fees and expenses.

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

On June 5, 2025, we drew down HKD 12.75 billion (approximately $1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, in which the proceeds, together with cash on hand, were used to redeem in full the outstanding principal amount of $1.63 billion of the 5.125% SCL Senior Notes due August 8, 2025.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements.

As of March 31, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.22x, 3.33x and 1.51x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.

As of June 30, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.49x, 3.36x and 1.71x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.

If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.

We held unrestricted cash and cash equivalents of $3.04 billion and restricted cash of $125 million as of March 31, 2025, of which approximately $1.31 billion of the unrestricted amount is held by non-U.S.

We held unrestricted cash and cash equivalents of $3.45 billion and restricted cash of $125 million as of June 30, 2025, of which approximately $1.59 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

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In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

On February 19, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, during the three months ended March 31, 2025, recorded $179 million as a distribution against retained earnings.

In April 2025, our 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.

On June 20, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $261 million, of which we retained $190 million during the six months ended June 30, 2025).

On February 19 and May 14, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, during the six months ended June 30, 2025, recorded $354 million as a distribution against retained earnings.

In July 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $172 million) to be paid on August 13, 2025, to stockholders of record on August 5, 2025.

We expect this level of dividend to continue quarterly through the remainder of 2025.

Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.

On December 4, 2024, our 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”) relating to 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 us, representing an average daily price of HKD 20.68 per share.

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

During December 2024 and April and June 2025, our wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into three separate share purchase agreements with financial institutions (the “Agents”) for the purchase of the common stock of SCL (the “SCL Purchase Agreements”).

Pursuant to the terms of the SCL Purchase Agreements, VVDI II made up-front payments totaling HKD 2.65 billion (HKD 800 million in December 2024 and HKD 1.85 billion during 2025) under the SCL Purchase Agreements (collectively, approximately $340 million at exchange rates as of the date of the transactions) to the Agents on December 4, 2024, April 25 and June 13, 2025, respectively.

The SCL Purchase Agreements allowed for the delivery of shares on a daily basis.

The December and April SCL purchase transactions concluded on January 7 and June 13, 2025, respectively, with the June SCL Purchase Agreement still in progress.

As of June 30, 2025, 107,895,839 shares (of which 25,112,000 shares were delivered during December 2024) in total of SCL common stock were delivered to the Company and an additional 17,959,600 shares were delivered from July 1 through July 23, 2025.

The above represented a total average daily price of HKD 17.27 up to June 30, 2025 and HKD 18.50 from July 1 through July 23, 2025.

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

Share Repurchase Program

During the three months ended March 31, 2025, we repurchased 10,086,681 shares of our common stock for $454 million (including commissions and $4 million in excise tax) under our share repurchase program.

During the six months ended June 30, 2025, we repurchased 30,295,410 shares of our common stock for $ 1.26 billion (including commissions and $ 12 million in excise tax) under our share repurchase program.

On April 22, 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $ 1.10 billion to $ 2.0 billion.

All share repurchases of our common stock have been recorded as treasury stock.

As of June 30, 2025, the remaining amount authorized under the share repurchase program was $ 1.20 billion.

Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise.

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Aggregate Indebtedness and Other Contractual Obligations

As of March 31, 2025, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, with the exception of the termination of the 2012 Singapore Credit Facility, the new 2025 Singapore Credit Facility and the associated interest payments and the MBS land premium payment due to the Singapore government paid on April 2, 2025.

As of June 30, 2025, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, with the exception of the new 2025 Singapore Credit Facility and LVSC Senior Notes and the associated interest payments, the draw down on the 2025 Singapore Delayed Draw Term Loan Facility and the 2024 SCL Term Loan and the associated interest payments and, the extinguishment of the 2025 LVSC Senior Notes, the 2025 SCL Senior Notes and the 2012 Singapore Credit Facility.

Payments Due by Period

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Debt Obligations

LVSC Senior Notes (2)

$ — $ — $ 1,000 $ 500 $ 1,500

2025 Singapore Credit Facility (2)

29 118 118 3,596 3,861

Variable interest payments (3)

2024 SCL Term Loan Facility (2)

24 97 98 1,405 1,624

Contractual Obligations

Additional Gaming Area (4)

Fixed interest payments

52 173 88 15 328

Variable interest payments (3)

73 282 271 202 828

Total $ 178 $ 670 $ 1,575 $ 5,718 $ 8,141

_______________________

(1) Represents the nine-month period ending December 31, 2025.

(1) Represents the six-month period ending December 31, 2025.

(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 5 — Debt” for further details on this financing transaction.

(3) Based on the Singapore Overnight Rate Average of 2.14% as of March 31, 2025, plus the applicable interest rate spread in accordance with the 2025 Singapore Credit Facility.

(4) Pursuant to the Second Supplemental Agreement to the Second Development Agreement executed in January 2025, we are required to make a payment on April 2, 2025, for the Additional Gaming Area.

See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Leasehold Interests in Land, Net” for further details on this transaction.

(3) Based on the 1-month rate as of June 30, 2025, Hong Kong Interbank Offer Rate (“HIBOR) of 0.73% and Singapore Overnight Rate Average (“SORA”) of 1.56%, plus the applicable interest rate spread in accordance with the respective debt agreements.

Special Note Regarding Forward-Looking Statements

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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 2. Management’s Discussion and Analysis