What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-24 compared with 2025-07-25 · 212 added, 214 removed, 732 unchanged (37% of the section changed)

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Our operating segment in Singapore is Marina Bay Sands.

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.

The Macao government announced total visitation from mainland China to Macao increased approximately 16.9% and 18.4% , respectively, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024.

The Macao government also announced gross gaming revenue increased 12.5% and 7.1%, respectively, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024 .

Airlift passenger movement has increased with a total of 52 million passengers having passed through Singapore’s Changi Airport for the nine months ended September 30, 2025, an increase of 4.4% compared to the same period in 2024 .

The Singapore Tourism Board (“STB”) announced total visitation to Singapore was 4.5 million and 12.9 million, respectively, for the three and nine months ended September 30, 2025, an increase of 3.0% and 2.3% from the same periods in 2024 .

Our Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having increased $16 million compared with the three months ended September 30, 2024 and having decreased $54 million compared to the nine months ended September 30, 2024.

Our Singapore operations continue to deliver exceptional results in terms of adjusted property EBITDA, having increased $337 million compared to the three months ended September 30, 2024 and $601 million compared to the nine months ended September 30, 2024, with the key driver being an increase in gross gaming revenue.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.35 billion as of September 30, 2025 and access to $1.50 billion, $2.51 billion and $456 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively.

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

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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 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.

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

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

Operating Results

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Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

Our Rolling Chip table games are expected to produce a win percentage of 3.30% in Macao and 3.70% in Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.8%, 22.3%, 21.0%, 23.2%, 15.9% and 22.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our Rolling Chip table games are expected to produce a win percentage of 3.3% in Macao.

During the three months ended September 30, 2025, we revised our expected hold-adjusted win percentage for Singapore to be based on the theoretical hold percentage measured by technology-enabled tables (“smart tables”).

The theoretical hold percentage based on smart table data was 4.2% and 3.5% for the three months ended September 30, 2025 and 2024, respectively, in Singapore.

Our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.5%, 22.8%, 21.6%, 23.9%, 15.7% and 23.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

Our slot machines have produced a trailing 12-month hold percentage of 3.7%, 3.8%, 3.8%, 2.4%, 2.9% and 4.2% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively.

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

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.

In Macao and Singapore, 8.8% and 11.3%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2025.

Hotel revenue measurements:

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

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

Summary Financial Results

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.

Net revenues for the three months ended September 30, 2025, were $3.33 billion, compared to $2.68 billion for the three months ended September 30, 2024.

Operating income was $719 million for the three months ended September 30, 2025, compared to $504 million for the three months ended September 30, 2024.

Net income was $491 million for the three months ended September 30, 2025, compared to $353 million for the three months ended September 30, 2024.

Operating Revenues

Our net revenues consisted of the following:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Percent

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Total net revenues $ 3,331 $ 2,682 24.2 %

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.

Consolidated net revenues were $3.33 billion for the three months ended September 30, 2025, an increase of $649 million compared to $2.68 billion for the three months ended September 30, 2024, due to increases of $514 million and $135 million at Marina Bay Sands and our Macao operations, respectively.

Net casino revenues increased $570 million compared to the three months ended September 30, 2024, due to increases of $477 million and $93 million at Marina Bay Sands and our Macao operations, respectively.

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

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

The following table summarizes our casino activity:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

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Slot hold percentage 3.9 % 4.0 % (0.1) pts

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

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Rolling Chip volume (1)

$ — $ 169 N.M.

Rolling Chip win percentage

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Rolling Chip win percentage 1.84 % 3.92 % (2.08) pts

Slot handle (2)

$ 19 $ 1 N.M.

$ 15 $ 26 (42.3) %

Slot hold percentage 2.5 % 3.0 % (0.5) pts

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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 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.

Room revenues increased $60 million compared to the three months ended September 30, 2024, due to increases of $31 million and $29 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was due to increases in ADR and available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, which began in November 2023 and was completed in early April 2025, partially offset by a decrease in occupancy.

The increase at Marina Bay Sands was due to increases in ADR, occupancy and available rooms, primarily due to the phased completion of room renovations, which began in 2024 and concluded in May 2025.

The following table summarizes the results of our room activity:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

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Revenue per available room (RevPAR) $ 937 $ 855 9.6 %

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.

Food and beverage revenues increased $13 million compared to the three months ended September 30, 2024, due to increases of $7 million and $6 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was due to increased business volume and the opening of new venues since September 2024.

The increase at Marina Bay Sands was due to the opening of venues in June and July 2025, as well as increased business volume.

Mall revenues increased $10 million compared to the three months ended September 30, 2024, due to increases of $6 million and $4 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was due to an increase in base rent, while the increase at our Macao operations was driven by increases of $3 million in overage rent and $1 million in revenues related to common area maintenance (“CAM”).

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

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

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(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 June 30,

Three Months Ended September 30,

2025 2024 Percent

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Convention, retail and other 61 62 (1.6) %

Provision for credit losses 16 4 300.0 %

Provision for (recovery of) credit losses 18 (5) (460.0) %

General and administrative 308 293 5.1 %

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Total operating expenses $ 2,612 $ 2,178 19.9 %

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.

Operating expenses were $2.61 billion for the three months ended September 30, 2025, an increase of $434 million compared to $2.18 billion for the three months ended September 30, 2024.

The increase was primarily driven by increases of $233 million in casino expenses, $57 million in loss on disposal or impairment of assets, $44 million in depreciation and amortization, $17 million in development, and $23 million in provision for credit losses.

Casino expenses increased $233 million compared to the three months ended September 30, 2024, due to increases of $131 million and $102 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was primarily attributable to a $120 million increase in gaming taxes, consistent with increased gross gaming revenues and an increase in gaming tax rates from 8% to 12% on premium play during most of the third quarter due to the tiered tax structure in Singapore as our thresholds were met in July 2025 versus November 2024.

The increase at our Macao operations was primarily attributable to increased gaming taxes of $60 million due to increased gross gaming revenues, as well as increases in casino marketing and payroll and related expenses.

Room expenses increased $10 million compared to the three months ended September 30, 2024, due to increases of $7 million and $3 million at our Macao operations and Marina Bay Sands, respectively, consistent with increased business volume and higher costs driven by the conversion of the Sheraton towers to the Londoner Grand in Macao and higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands.

Food and beverage expenses increased $15 million compared to the three months ended September 30, 2024, due to increases of $9 million and $6 million at Marina Bay Sands and our Macao operations, respectively.

These increases were primarily due to the opening of venues since the second half of 2024 and increases in payroll and business volumes.

Provision for credit losses was $18 million for the three months ended September 30, 2025, compared to recovery of credit losses of $5 million for the three months ended September 30, 2024.

The $23 million increase was primarily due to increases of $20 million and $3 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands resulted from an $11 million increase in provision during the current quarter and a $9 million decrease in settlements of previously reserved accounts.

The increase at our Macao operations resulted from a $5 million increase in provision during the current quarter, partially offset by a $2 million increase in settlements of previously reserved accounts.

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

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

General and administrative expenses increased $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.

General and administrative expenses increased $15 million compared to the three months ended September 30, 2024.

The increase was primarily due to a $15 million increase at Marina Bay Sands, driven by increased payroll, maintenance and utility costs.

Corporate expense increased $10 million compared to the three months ended September 30, 2024.

The increase was primarily due to a $5 million increase in payroll and related expenses and $5 million in legal fee recoveries recorded during the three months ended September 30, 2024.

Development expenses were $72 million for the three months ended September 30, 2025, compared to $55 million for the three months ended September 30, 2024.

During the three months ended September 30, 2025, the increase was primarily due to increased efforts related to the pursuit of new business opportunities in Texas and in the digital gaming space.

Development costs are expensed as incurred.

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

Depreciation and amortization increased $44 million compared to the three months ended September 30, 2024.

The increase was due to increases of $27 million and $17 million at Marina Bay Sands and our Macao operations, respectively.

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

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

The increase at our Macao operations was driven by a $28 million increase due to new assets placed into service from the fourth quarter of 2024 and onward, mainly related to the Londoner Grand and the Venetian Arena, partially offset by a $12 million decrease in depreciation due to assets fully depreciated during the prior year and through the third quarter of the current year.

Loss on disposal or impairment of assets was $68 million for the three months ended September 30, 2025.

The losses incurred for the three months ended September 30, 2025, consisted primarily of impairments of $51 million on assets associated with the decision to no longer pursue the development of certain digital gaming activities, $9 million related to assets associated with the decision to no longer pursue a casino license from the state of New York and $3 million related to certain assets in Texas, and losses of $4 million in Macao due to asset disposals at The Londoner Macao and The Venetian Macao.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Three Months Ended June 30,

Three Months Ended September 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 June 30,

Three Months Ended September 30,

(In millions)

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Interest expense, net of amounts capitalized (187) (179)

Other expense

Other income 11 11

Income tax expense (91) (50)

1 unchanged sentence

__________________________

(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.

(a) During the three months ended September 30, 2025 and 2024, we recorded stock-based compensation expense of $26 million and $24 million, respectively, of which $15 million and $14 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increased $16 million compared with the three months ended September 30, 2024, due to increases in casino and hotel operations, partially offset by increased expenses driven by increased competition for gross gaming revenues in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $337 million compared to the three months ended September 30, 2024, primarily due to increases in casino revenue, driven by increased win and hold percentages, and hotel revenue, driven by increased ADR and available rooms due to the completion of room renovations.

Interest Expense

The following table summarizes information related to interest expense:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in millions)

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Weighted average interest rate

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.

Interest cost was primarily impacted by an increase in our weighted average total debt balance from $13.87 billion to $15.94 billion, partially offset by a decrease in the weighted average interest rate from 5.1% to 4.5%.

The weighted average total debt balance increased primarily due to the issuance of the LVSC Senior Notes on May 6, 2025, and from the 2025 Singapore Credit Facility, which proceeds were used to repay the $500 million 2.900% LVSC Senior Notes due June 2025 and to fund our share repurchases and the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility and 2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.

Other Factors Affecting Earnings

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.

Interest income was $39 million for the three months ended September 30, 2025, compared to $67 million for the three months ended September 30, 2024.

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

Other 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.

Other income was $11 million for the three months ended September 30, 2025 and 2024.

Other income during the three months ended September 30, 2025, was primarily attributable to foreign currency remeasurement gains on U.S.

dollar denominated debt held by SCL.

Our income tax expense was $91 million on income before income taxes of $582 million for the three months ended September 30, 2025, resulting in a 15.6% effective income tax rate.

This compares to a 12.4% effective income tax rate for the three months ended September 30, 2024.

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

On July 4, 2025, the U.S.

enacted the budget reconciliation bill H.R.

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

enacted tax legislation referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB includes significant changes to U.S.

income tax laws, including tax cut extensions and modifications to the international tax framework, 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.

income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years.

The financial impact of the enactment is included in the Company’s operating results for the three months ended September 30, 2025.

The OBBB is not expected to have a material impact on the Company’s 2025 effective tax rate.

Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.

The net income attributable to noncontrolling interests was $72 million for the three months ended September 30, 2025, compared to $78 million for the three months ended September 30, 2024.

These amounts were related to the noncontrolling interest of SCL.

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

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Operating Revenues

Our net revenues consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Percent

6 unchanged sentences

Total net revenues $ 9,368 $ 8,402 11.5 %

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.

Consolidated net revenues were $9.37 billion for the nine months ended September 30, 2025, an increase of $966 million compared to $8.40 billion for the nine months ended September 30, 2024, due to increases of $892 million and $74 million at Marina Bay Sands and our Macao operatio ns, respectively.

Net casino revenues increased $849 million compared to the nine months ended September 30, 2024, due to increases of $837 million and $12 million at Marina Bay Sands and our Macao operations, respectively.

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

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

The following table summarizes the results of our casino activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

22 unchanged sentences

Rolling Chip volume (1)

$ 709 $ 16 N.M.

$ 709 $ 185 283.2 %

Rolling Chip win percentage

9 unchanged sentences

Slot handle (2)

$ 40 $ 2 N.M.

$ 55 $ 28 96.4 %

Slot hold percentage 2.3 % 4.4 % (2.1) pts

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Slot hold percentage 2.9 % 3.0 % (0.1) pts

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

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__________________________

— Not meaningful.

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

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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.

Room revenues increased $86 million compared to the nine months ended September 30, 2024, due to increases of $44 million and $42 million at our Macao operations and Marina Bay Sands, respectively.

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

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

The following table summarizes the results of our room activity:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

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Revenue per available room (RevPAR) $ 889 $ 757 17.4 %

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.

Mall revenues increased $35 million compared to the nine months ended September 30, 2024.

The increase of $22 million at our Macao operations was primarily driven by increases of $15 million in overage rent, $4 million in base rent and $3 million in revenues related to CAM.

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Six Months Ended June 30, (1)

Nine Months Ended September 30, (1)

2025 2024 Change

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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.

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

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

Operating Expenses

Our operating expenses consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Percent

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Total operating expenses $ 7,257 $ 6,590 10.1 %

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.

Operating expenses were $7.26 billion for the nine months ended September 30, 2025, an increase of $667 million compared to $6.59 billion for the nine months ended September 30, 2024.

The increase was primarily driven by increases of $311 million in casino expenses, $141 million in depreciation and amortization, $41 million in development expense and $42 million in loss on disposal or impairment of assets.

Casino expenses increased $311 million compared to the nine months ended September 30, 2024.

The increase was attributable to increases of $213 million and $98 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was primarily due to a $189 million increase in gaming taxes, consistent with increased gross gaming revenues and an increase in gaming tax rates from 8% to 12% on premium play beginning in July (compared to the increased tax rate beginning in November last year) due to the tiered tax structure in Singapore.

The increase at our Macao operations was primarily due to a $23 million increase in gaming taxes, consistent with increased gross gaming revenues, and increases in casino marketing and payroll and related expenses.

Room expenses increased $23 million compared to the nine months ended September 30, 2024, due to increases of $12 million and $11 million at Marina Bay Sands and our Macao operations, respectively.

These increases were driven by higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands and the conversion of the Sheraton towers to the Londoner Grand in Macao.

Food and beverage expenses increased $21 million compared to the nine months ended September 30, 2024, due to increases of $14 million and $7 million at Marina Bay Sands and our Macao operations, respectively.

The increases were driven by increased business volumes and the opening of venues since the second half of 2024 .

Provision for credit losses was $39 million for the nine months ended September 30, 2025, compared to $10 million for the nine months ended September 30, 2024.

The increase in provision was due to increases of $19 million and $10 million at Marina Bay Sands and our Macao operations, respectively.

The increase at Marina Bay Sands was primarily due to a $10 million increase in the provision for the current period and a $9 million decrease in settlements of previously reserved accounts.

The increase at our Macao operations was primarily due to $7 million increase in provision for the current period and a $3 million decrease in settlements of previously reserved accounts.

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

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

General and administrative expenses increased $26 million compared to the nine months ended September 30, 2024.

The increase was primarily due to an increase of $31 million at Marina Bay Sands, partially offset by a decrease of $5 million at our Macao operations.

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

The increase at Marina Bay Sands was primarily due to increases in payroll, property taxes, maintenance contracts and software and hosting services.

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

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.

Corporate expenses increased $5 million compared to the nine months ended September 30, 2024.

The increase was primarily due to a $9 million increase in payroll and related expenses and $5 million in legal fee recoveries recorded during the nine months ended September 30, 2024, partially offset by $10 million recorded during the three months ended March 31, 2024, related to a shareholder dividend tax agreement with the Macao government, which was finalized on February 7, 2024, and covers the years from 2023 to 2025.

Pre-opening expenses were $20 million for the nine months ended September 30, 2025, compared to $10 million for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, the increase was primarily due to increases in marketing and media expenses for the Londoner Grand and property taxes related to the MBS Expansion Project in Singapore.

Development expenses were $210 million for the nine months ended September 30, 2025, compared to $169 million for the nine months ended September 30, 2024.

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

Development costs are expensed as incurred.

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

Depreciation and amortization increased $141 million compared to the nine months ended September 30, 2024.

The increase was primarily due to increases of $111 million and $28 million at Marina Bay Sands and our Macao operations, respectively.

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

The increase at our Macao operations was 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.

The increase at our Macao operations was driven by a $91 million increase due to new assets placed into service from the fourth quarter of 2024 onward, mainly related to Phase II of The Londoner Macao project and The Venetian Arena, partially offset by a $65 million decrease in depreciation due to assets fully depreciated during the prior year and through the third quarter of the current year, including Sheraton-related assets fully depreciated in connection with Phase II of The Londoner Macao project.

Loss on disposal or impairment of assets was $83 million for the nine months ended September 30, 2025, compared to $41 million for the nine months ended September 30, 2024.

The losses incurred for the nine months ended September 30, 2025, consisted primarily of impairments of $51 million on assets associated with the decision to no longer pursue the development of certain digital gaming activities, $9 million related to assets associated with the decision to no longer pursue a casino license from the state of New York and $3 million related to certain assets in Texas, and losses of $13 million in Macao primarily due to the demolition costs for room renovations at Londoner Grand and $6 million at Corporate primarily due to asset disposals related to an aircraft remodeling.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Percent

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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.

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.

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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.

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

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____________________

(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.

(a) During the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense of $52 million and $58 million, respectively, of which $35 million and $39 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations decreased $54 million compared to the nine months ended September 30, 2024, primarily due to increased expenses driven by increased competition for gross gaming revenues in Macao.

Adjusted property EBITDA at Marina Bay Sands increased $601 million compared to the nine months ended September 30, 2024.

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

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The following table summarizes information related to interest expense:

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions)

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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.

Interest cost was primarily impacted by an increase in the weighted average total debt balance from $14.22 billion to $15.23 billion, partially offset by a decrease in the weighted average interest rate from 5.0% to 4.7%.

Additional Gaming Area.

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.

Interest income was $123 million for the nine months ended September 30, 2025, compared to $218 million for the nine months ended September 30, 2024, a decrease of $95 million, which was primarily attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.

Other expense was $12 million for the nine months ended September 30, 2025, compared to other income of $16 million for the nine months ended September 30, 2024.

Other expense during the nine months ended September 30, 2025, was primarily attributable to foreign currency transaction losses related to the early redemption of the remaining outstanding balance of the 5.125% SCL Senior Notes due August 2025 of $1.63 billion and a debt investment impairment loss.

This was partially offset by foreign currency remeasurement gains on U.S.

dollar denominated debt held by SCL.

Our income tax expense was $244 million on income before income taxes of $1.66 billion for the nine months ended September 30, 2025, resulting in a 14.7% effective income tax rate.

This compares to a 9.3% effective income tax rate for the nine months ended September 30, 2024.

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

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

On July 4, 2025, the U.S.

enacted the budget reconciliation bill H.R.

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

enacted tax legislation referred to as the OBBB.

The OBBB includes significant changes to U.S.

income tax laws, including tax cut extensions and modifications to the international tax framework, 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.

income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years.

The financial impact of the enactment is included in the Company’s operating results for the nine months ended September 30, 2025.

The OBBB is not expected to have a material impact on the Company’s 2025 effective tax rate.

The net income attributable to noncontrolling interests was $186 million for the nine months ended September 30, 2025, compared to $238 million for the nine months ended September 30, 2024.

These amounts were related to the noncontrolling interest of SCL.

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

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

Venetian Shoppes at

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(In millions)

For the three months ended June 30, 2025

For the three months ended September 30, 2025

Mall revenues:

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$ 8 $ 3 $ 4 $ 2 $ 9

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Mall revenues:

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$ 7 $ 4 $ 4 $ 2 $ 8

For the six months ended June 30, 2025

Venetian Shoppes at

Seasons Shoppes at

Londoner Shoppes at

Parisian The Shoppes at Marina

(In millions)

For the nine months ended September 30, 2025

Mall revenues:

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Mall operating expenses

21 10 11 6 21

Property taxes (2)

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$ 22 $ 10 $ 11 $ 6 $ 25

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Mall revenues:

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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.

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.

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

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

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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 $4.43 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.

As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on September 30, 2025).

Of this total, 33.39 billion patacas (approximately $4.16 billion at exchange rates in effect on September 30, 2025) must be invested in non-gaming projects.

These investments must be accomplished by December 2032.

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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 commenced.

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

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

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

The conversion of the Sheraton Grand Macao into the Londoner Grand was completed in the second quarter of 2025 and represents Macao’s first Marriott International Luxury Collection hotel.

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

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

These projects were substantially completed during the first quarter of 2025.

In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte.

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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.

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

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

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

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

We have incurred approximately $2.4 billion as of 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.

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

The Tower 3 hotel room renovations at Marina Bay Sands into world class suites was completed in the second quarter of 2025 and the Company is continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings.

As of September 30, 2025, we have incurred $416 million in costs to complete these projects, which are in addition to the MBS Expansion Project.

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

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.

7 unchanged sentences

Our cash flows consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

6 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options 1 1

Tax withholding on vesting of equity awards (2) (4)

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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 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 from operating activities for the nine months ended September 30, 2025, decreased $470 million compared to the nine months ended September 30, 2024.

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

Cash Flows — Investing Activities

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

Capital expenditures for the nine months ended September 30, 2025, totaled $894 million.

Included in this amount was $434 million for construction and development activities in Macao, which consisted of $271 million for The Londoner Macao, primarily due to the Londoner Grand, $131 million for The Venetian Macao and $32 million for the other Macao properties, $425 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $35 million for corporate and other costs.

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

Capital expenditures for the 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 $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.

Capital expenditures for the nine months ended September 30, 2024, totaled $1.02 billion.

Included in this amount was $534 million for construction and development activities in Macao, which consisted of $348 million for The Londoner Macao, $155 million for The Venetian Macao and $31 million for other Macao properties, and $454 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property.

Additionally, we funded $32 million for corporate and other costs.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $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.

Net cash flows used in financing activities were $1.19 billion for the nine months ended September 30, 2025.

We utilized $1.72 billion for common stock repurchases, $664 million for dividend payments, $475 million to purchase SCL shares through open market transactions and forward contracts, and $201 million for deferred offering costs for the refinancing of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility, and the draw down on the 2024 SCL Term Loan Facility.

Additionally, there were net proceeds of debt of $1.89 billion, primarily related to proceeds received from the issuance of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility.

Lastly, we paid $30 million in other financial liability payments.

Net cash flows used in financing activities were $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.

Net cash flows used in financing activities were $2.18 billion for the nine months ended September 30, 2024.

We utilized $1.30 billion for common stock repurchases and $445 million for dividend payments related to our stockholder return of capital program, and funded $103 million for a forward contract to purchase common stock of SCL to increase our equity ownership in SCL and $50 million for a capped call contract to purchase common stock of LVSC.

There were net repayments of debt of $231 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million.

Lastly, we paid $21 million in deferred offering costs, primarily related to the new LVSC revolving credit agreement and the issuance of new LVSC senior notes, and $28 million in other financial liability payments.

Capital Financing Overview

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

On February 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.94 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 21, 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for a SGD 3.75 billion (approximately $2.91 billion at exchange rates in effect on September 30, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available a SGD 750 million (approximately $581 million at exchange rates in effect on September 30, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and a SGD 7.50 billion (approximately $5.81 billion at exchange rates in effect on September 30, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility”).

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

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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 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.

As of September 30, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.39x, 3.37x and 1.51x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.

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

We held unrestricted cash and cash equivalents of $3.45 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.

We held unrestricted cash and cash equivalents of $3.35 billion and restricted cash of $125 million as of September 30, 2025, of which approximately $1.86 billion of the unrestricted amount is held by non-U.S.

subsidiaries.

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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 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.

On June 20 and September 12, 2025 SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which we retained $380 million during the nine months ended September 30, 2025).

On February 19, May 14 and August 13, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, during the nine months ended September 30, 2025, recorded $526 million as a distribution against retained earnings.

In October 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $169 million) to be paid on November 12, 2025, to stockholders of record on November 4, 2025.

Our Board of Directors announced a $0.20 increase in the Company’s recurring common stock dividend for the 2026 calendar year, raising the annual dividend to $1.20 per share ($0.30 per share per quarter).

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

During December 2024 and April 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.

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

Pursuant to the terms of the SCL Purchase Agreements, VVDI II made up-front payments totaling HKD 3.65 billion (HKD 800 million in December 2024 and HKD 2.85 billion during 2025) under the SCL Purchase Agreements (collectively, approximately $468 million at exchange rates as of the date of the transactions) to the Agents.

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

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.

All share purchase transactions have concluded, with the last transaction having concluded on October 10, 2025.

As of September 30, 2025, 174,801,839 shares (of which 25,112,000 shares were delivered during December 2024) in total of SCL common stock were delivered to the Company and an additional 21,938,400 shares were delivered from October 1 through October 10, 2025.

Additionally, during the three months ended September 30, 2025, we purchased the common stock of SCL in open market transactions, which resulted in the purchase of 41,944,000 shares of SCL common stock for HKD 852 million ( approximately $109 million at exchange rates in effect on September 30, 2025).

The total additional SCL shares purchased related to these transactions resulted in an increase of our ownership of SCL to approximately 74.49% as of September 30, 2025, and 74.76% as of October 10, 2025.

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.

During the nine months ended September 30, 2025, we repurchased 39,487,824 shares of our common stock for $1.77 billion (including $1 million in commissions and $17 million in excise tax) under our share repurchase program.

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

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

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

As of September 30, 2025, the remaining amount authorized under the share repurchase program was $700 million.

Subsequently, on October 21, 2025, our Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2027.

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

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Aggregate Indebtedness and Other Contractual Obligations

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.

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

Payments Due by Period

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_______________________

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

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

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

(3) Based on the 1-month rate as of 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.

(3) Based on the 1-month rate as of September 30, 2025, Hong Kong Interbank Offer Rate (“HIBOR) of 3.54% and Singapore Overnight Rate Average (“SORA”) of 1.20% , plus the applicable interest rate spread in accordance with the respective debt agreements.

Special Note Regarding Forward-Looking Statements

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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