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What changed in Las Vegas Sands's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Las Vegas Sands's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+410 added−421 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-07)

Top changes in Las Vegas Sands's 2025 10-K

410 paragraphs added · 421 removed · 333 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

117 edited+20 added−25 removed114 unchanged
Biggest change(3) Excludes approximately 150,000 square feet of space operated by the Company. 8 Table of Contents The following table reflects our tenant representation by category for our mall operations as of December 31, 2024: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury, women's, men's, mixed) 779,339 36 % Louis Vuitton, Dior, Gucci, Versace, Chanel, Hermès, Balenciaga, Loewe, Saint Laurent, Burberry, Prada, Moncler, Fendi, Kenzo, Alexander McQueen, Bottega Veneta, ZEGNA, Givenchy, Loro Piana, Miu Miu, Berluti Restaurants and lounges 408,049 19 % Lei Garden, Ce La Vi, North, The Cheesecake Factory, Shake Shack, Haidilao, Tai Er Chinese Sauerkraut Fish, Jin Yue Xuan, Hip Seng Seafood Hot Pot Restaurant, Lord Stow’s Bakery & Café Multi-Brands 244,109 11 % Duty Free Americas, The Atrium, DFS, Temptation Jewelry 172,270 8 % Bvlgari, Cartier, Rolex, Tiffany & Co., Chaumet, Van Cleef & Arpels, Longines, Jaeger-LeCoultre, Breitling, Breguet, Chopard, PIAGET, Audemars Piguet Health and beauty 110,790 5 % Sephora, Sa Sa, Chanel, Helena Rubinstein, La Prairie, Dior, Le Labo Fashion accessories and footwear 109,404 5 % Rimowa, Charles & Keith, Tod’s, Jimmy Choo, Roger Vivier, Christian Louboutin, Spectacle Hut, Gentle Monster Lifestyle, sports and entertainment 97,782 4 % Manchester United, Adidas, Lululemon, Under Armour, Sandbox VR, Limited Edt, Arc’teryx Home furnishing and electronics 92,986 4 % Apple, MUJI Arts and gifts 65,640 3 % Emporio di Gondola, Pop Mart Banks and services 63,447 3 % Bank of China, ICBC, BR Aesthetic Medical Clinic Specialty foods 42,655 2 % Godiva, Haagen Dazs, Jason’s Deli, Venchi Total 2,186,471 100 % Human Capital Talent Management We directly employ approximately 40,300 employees worldwide, including approximately 39,900 full-time employees, and hire additional temporary employees on an as-needed basis.
Biggest change(5) Excludes approximately 173,000 square feet of space operated by the Company. 8 Table of Conte n ts The following table reflects our tenant representation by category for our mall operations as of December 31, 2025: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury, women’s, men’s, mixed) 757,267 35 % Louis Vuitton, Dior, Gucci, Versace, Chanel, Hermès, Balenciaga, Loewe, Saint Laurent, Burberry, Prada, Moncler, Fendi, Kenzo, Alexander McQueen, Bottega Veneta, Zegna, Givenchy, Loro Piana, Miu Miu, Berluti, BOSS, Coach, Tory Burch, Brunello Cucinelli, Canada Goose, Zara, Uniqlo Restaurants and lounges 435,885 20 % Ce La Vi, North, The Cheesecake Factory, Shake Shack, Haidilao, Tai Er Chinese Sauerkraut Fish, Jin Yue Xuan, Hip Seng Seafood Hot Pot Restaurant, Lord Stow’s Bakery & Café, The Coffee Academics Multi-Brands 245,649 11 % Duty Free Americas, The Atrium, DFS, Temptation Jewelry 170,887 8 % Bvlgari, Cartier, Rolex, Tiffany & Co., Chaumet, Van Cleef & Arpels, Longines, Jaeger-LeCoultre, Breitling, Breguet, Chopard, PIAGET, Audemars Piguet, LAOPU GOLD, Chow Tai Fook Lifestyle, sports and entertainment 124,862 6 % Manchester United, Adidas, Lululemon, Sandbox VR, Limited Edt, Arc’teryx, NBA Health and beauty 115,446 5 % Sephora, Sa Sa, Chanel, Helena Rubinstein, La Prairie, Dior, Le Labo Fashion accessories and footwear 100,945 5 % Rimowa, Charles & Keith, Tod’s, Jimmy Choo, Roger Vivier, Christian Louboutin, Spectacle Hut, Gentle Monster, Tumi Home furnishing and electronics 90,861 4 % Apple, MUJI Banks and services 54,846 2 % Bank of China, ICBC Arts and gifts 42,952 2 % Emporio di Gondola, Pop Mart Specialty foods 36,270 2 % Godiva, Haagen-Dazs, Jason’s Deli, Venchi Total 2,175,870 100 % Human Capital Talent Management We directly employ approximately 41,500 employees worldwide, including approximately 41,000 full-time employees, and hire additional temporary employees on an as-needed basis.
Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit. Our approximately 2.8 million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.
Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to leisure and business travelers while diversifying our cash flows and increasing revenues and profit. Our approximately 2.8 million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.
Macao Our investment plan in Macao includes investments in projects across a number of key areas including attracting international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao's status as a city of gastronomy, and enhancing community and maritime tourism.
Our Investment Plan in Macao includes investments in projects across a number of key areas including attracting international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao’s status as a city of gastronomy, and enhancing community and maritime tourism.
There is litigation associated with our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.
There is litigation associated with our right to lease the underlying land of the Nassau Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.
While 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.
While 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.
We also face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly which, where applicable to us, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
We also face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly which, where applicable to us, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
In addition, the Second Development Agreement contemplates that for a period of not less than 10 years commencing no sooner than March 1, 2022, the rate of casino tax applicable to MBS will not exceed specified tiered rates; there shall not be more than two casino licenses in force under the Casino Control Act at any time prior to January 1, 2031; and for a period of five years from the date of the Second Development Agreement, the entry levy payable by a Singapore citizen or permanent resident for entry into the casino will not exceed SGD 150 for a 24-hour period and SGD 3,000 for a 12-month period.
In addition, the Second Development Agreement contemplates that for a period of not less than 10 years commencing no sooner than March 1, 2022, the rate of casino tax applicable to MBS will not exceed specified tiered rates; there shall not be more than two casino licenses in force under the Singapore Act at any time prior to January 1, 2031; and for a period of five years from the date of the Second Development Agreement, the entry levy payable by a Singapore citizen or permanent resident for entry into the casino will not exceed SGD 150 for a 24-hour period and SGD 3,000 for a 12-month period.
The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational partnerships, grants and leadership training. We are committed to creating and investing in industry-leading policies and procedures to safeguard our customers, partners, employees and neighbors.
We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational partnerships and leadership training. We are committed to creating and investing in industry-leading policies and procedures to safeguard our customers, partners, employees and neighbors.
The Macao gaming authorities must approve any change in control of VML resulting from a merger, consolidation, acquisition of shares or assets, management or consulting agreement, or any other act or conduct whereby a person obtains control. Entities seeking to acquire control must first satisfy the Macao gaming authorities on a number of criteria.
The Macao gaming authorities must approve any change in control of VML resulting from a merger, consolidation, acquisition of shares or assets, management or consulting agreement, or any other act or conduct whereby a person obtains control. Entities seeking to acquire control must first satisfy the Macao gaming authorities on a number of strict criteria.
In addition, upon the expiry of our Concession, the Gaming Assets, the use of which has been temporarily transferred to VML by the Macao government, will be returned to the Macao government without compensation, along with any gaming-related equipment we acquire during our Concession.
In addition, upon the expiry of our Concession, the Gaming Assets, the use of which has been temporarily transferred to VML by the Macao government, will be returned to the Macao government without compensation to us, along with any gaming-related equipment we acquire during our Concession.
The first hotel tower consists of Londoner Court with 368 luxury suites and 400 rooms and suites under the St. Regis brand. The second hotel tower consists of 659 five-star rooms and suites under the Conrad brand and The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham.
The first hotel tower consists of Londoner Court with 368 luxury suites and 400 rooms and suites under the St. Regis brand. The second hotel tower consists of 659 five-star rooms and suites under the Conrad brand and The Londoner Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham.
Ltd. (“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands.
(“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands.
As advised by our PRC legal advisers, Haiwen & Partners, our Macao Operations are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other mainland Chinese governmental authority to operate its business or to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support.
As advised by our PRC legal advisers, Haiwen & Partners, our Macao Operations are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other mainland Chinese governmental authority to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support.
The Shoppes at Four Seasons includes approximately 262,000 square feet of retail space with 138 stores and 10 restaurant and food outlets, and is connected to the Shoppes at Venetian. The Plaza Macao and Four Seasons Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.
The Shoppes at Four Seasons includes approximately 262,000 square feet of retail space with 136 stores and 10 restaurant and food outlets, and is connected to the Shoppes at Venetian. The Plaza Macao and Four Seasons Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings we file with, or furnish to, the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC's website address at www.sec.gov . 3 Table of Contents Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings we file with, or furnish to, the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC’s website address at www.sec.gov . 3 Table of Conte n ts Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts.
The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet), although the Second Development Agreement provides for an option to purchase additional gaming area as described below.
The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet), although the Second Development Agreement provides for an option to purchase additional gaming area as described above and below.
If, in the future, there were 16 Table of Contents to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially adversely affect our results of operations, financial position and cash flows.
If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially adversely affect our results of operations, financial position and cash flows.
As part of the approval process, the Macao gaming authorities may also require an investigation and sustainability assessment be carried out into controlling shareholders, officers, directors and other individuals with a material relationship or involvement with the entity proposing to acquire control.
As part of the approval process, the Macao gaming authorities may also require an investigation and suitability assessment be carried out into controlling shareholders, officers, directors and other individuals with a material relationship or involvement with the entity proposing to acquire control.
Some examples of key programs and initiatives we have implemented to attract, develop and retain our diverse workforce include: • Competitive pay; • Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both physical and mental health, such as a free Employee Assistance Program for employees and their household, which provides information regarding nutrition, disease management, stress reduction and injury prevention; 9 Table of Contents • Retirement benefits: all eligible employees are able to participate in retirement planning schemes, which may include contributions from the employer, as well as the employee; • Diversity, Equity and Inclusion Program: through policies, procedures, hiring practices and support systems, we seek to promote diversity, equity and inclusion and integrate these values into our Company; • Subsidized child care programs; • On-site provision of meals for employees; and • Training and development: through Sands Academy, our global training and development platform, we provide courses, learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as provide tuition reimbursement.
Some examples of key programs and initiatives we have implemented to attract, develop and retain our diverse workforce include: • Competitive pay; • Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both physical and mental health, such as a free Employee Assistance Program for employees and their household, which provides information regarding nutrition, disease management, stress reduction and injury prevention; • Retirement benefits: all eligible employees are able to participate in retirement planning schemes, which may include contributions from the employer, as well as the employee; • Culture and Inclusion Program: through policies, procedures, hiring practices and support systems, we seek to promote culture and inclusion and integrate these values into our Company; • Subsidized child care programs; 9 Table of Conte n ts • On-site provision of meals for employees; and • Training and development: through Sands Academy, our global training and development platform, we provide courses, learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as provide tuition reimbursement.
Similarly, no person may operate the casino premises whose use has been temporarily transferred to us, either through a management agreement or any other contract or through step in rights without first obtaining the approval of the Macao gaming authorities.
Similarly, no one may operate the casino premises whose use has been temporarily transferred to us, either through a management agreement or any other contract or through step in rights without first obtaining the approval of the Macao gaming authorities.
The Singapore government has established an evaluation panel that will assess applicants and report to the GRA on this aspect of the casino licensing requirements. Our casino license, which has a three-year term, is set to expire in April 2025.
The Singapore government has established an evaluation panel that will assess applicants and report to the GRA on this aspect of the casino licensing requirements. Our casino license, which has a three-year term, is set to expire in April 2028.
In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the recently renovated 14,000-seat Venetian Arena that hosts world-class entertainment and sporting events.
In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the 14,000-seat Venetian Arena that hosts world-class entertainment and sporting events.
The Plaza Macao and Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 108,000 square feet of gaming space and gaming support area with approximately 105 table games and 13 slot machines and ETGs at its Plaza Casino.
The Plaza Macao and Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 108,000 square feet of gaming space and gaming support area with approximately 106 table games and 13 slot machines and ETGs at its Plaza Casino.
Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands. We currently own approximately 2.7 million square feet of gross retail space.
Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands. We currently own approximately 2.9 million square feet of gross retail space.
We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in 6 Table of Contents Macao and neighboring Hengqin Island.
We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in Macao and neighboring Hengqin Island.
With effect from March 1, 2022, the casino tax rates of 5% for premium players and 15% for mass players were increased to 8% and 18% on gross gaming revenue up to SGD 2.4 billion and SGD 3.1 billion (approximately $1.8 billion and $2.3 billion at exchange rates in effect on December 31, 2024), respectively.
With effect from March 1, 2022, the casino tax rates of 5% for premium players and 15% for mass players were increased to 8% and 18% on gross gaming revenue up to SGD 2.4 billion and SGD 3.1 billion (approximately $1.9 billion and $2.4 billion at exchange rates in effect on December 31, 2025), respectively.
During the year ended December 31, 2024, we did not have to pay a special gaming premium under the Concession requirements as the special gaming taxes were higher than the minimum threshold.
During the year ended December 31, 2025, we did not have to pay a special gaming premium under the Concession requirements as the special gaming taxes were higher than the minimum threshold.
In addition, the mainland Chinese government also imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China.
The mainland Chinese government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the aggregate monthly special gaming taxes paid during the year is less than 4.50 billion patacas (approximately $563 million at exchange rates in effect on December 31, 2024), we would be required to pay the difference as the special annual gaming premium.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the aggregate monthly special gaming taxes paid during the year is less than 4.50 billion patacas (approximately $562 million at exchange rates in effect on December 31, 2025), we would be required to pay the difference as the special annual gaming premium.
In addition, prior approval from the Macao gaming authorities is required for any loan or similar financing transaction exceeding 100 million patacas (approximately $13 million at exchange rates in effect on December 31, 2024) where VML is a borrower or a lender, or which involves the creation of liens and encumbrances over VML's assets.
In addition, prior approval from the Macao gaming authorities is required for any loan or similar financing transaction exceeding 100 million patacas (approximately $12 million at exchange rates in effect on December 31, 2025) where VML is a borrower or a lender, or which involves the creation of liens and encumbrances over VML’s assets.
The Macao gaming authorities may investigate any individual who has a material relationship or involvement with VML to determine whether this individual affects our suitability and/or financial capacity. LVSC and SCL shareholders who hold 5% or more of VML's share capital, directly or indirectly, as well as VML's directors and its key employees, must undergo a suitability assessment.
The Macao gaming authorities may investigate any individual who has a material relationship or involvement with VML to determine whether this individual affects our suitability and/or financial capacity. VML shareholders who hold 5% or more of VML’s share capital, as well as VML’s directors and its key employees, must undergo a suitability assessment.
We believe the brand of Marina Bay Sands is unique and as a result, the property is often featured prominently on social media, in filmed entertainment and in other media. Experienced management team with a proven track record. Mr. Robert G.
We believe the brand of Marina Bay Sands is unique and as a result, the property is often featured prominently on social media, in filmed entertainment and in other media. Experienced management team with a proven track record.
The STB's methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore by land, although this method of visitation is generally thought to be substantial. Competition in Singapore Gaming in Singapore is administered by the government through the award of licenses to two operators, our Company and Resorts World Sentosa, which is 100% owned by Genting Singapore PLC.
The STB’s methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore by land, although this method of visitation is generally thought to be substantial. 7 Table of Conte n ts Competition in Singapore Gaming in Singapore is administered by the government through the award of licenses to two operators, our Company and Resorts World Sentosa, which is 100% owned by Genting Singapore PLC.
The fixed portion of the premium is 30 million patacas (approximately $4 million at exchange rates in effect on December 31, 2024).
The fixed portion of the premium is 30 million patacas (approximately $4 million at exchange rates in effect on December 31, 2025).
Furthermore, the fee per square meter will be subject to an annual adjustment based on the previous year's average price index in Macao. For each of the years ended December 31, 2023 and 2024, we incurred a fee of $13 million.
Furthermore, the fee per square meter will be subject to an annual adjustment based on the previous year’s average price index in Macao. For each of the years ended December 31, 2025, 2024 and 2023, we incurred a fee of approximately $14 million, $13 million and $13 million, respectively.
Work is currently underway to expand the number of runways and open a fifth terminal at Changi Airport, which would increase passenger capacity. Based on figures released by the STB, the largest source markets for visitors to Singapore over the last five 7 Table of Contents years ending in 2024 were China and Indonesia.
Work is currently underway to expand the number of runways and open a fifth terminal at Changi Airport, which would increase passenger capacity. Based on figures released by the STB, the largest source markets for visitors to Singapore over the last five years ending in 2025 were China and Indonesia.
The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 297,000 square feet of unique retail shopping with 109 stores featuring many international brands and home to 24 restaurants and food outlets featuring an international assortment of cuisines.
The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 297,000 square feet of unique retail shopping with 101 stores featuring many international brands and home to 23 restaurants and food outlets featuring an international assortment of cuisines.
The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately 117 table games and 366 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa facilities and several restaurants and entertainment areas.
The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately 160 table games and 257 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa facilities and several restaurants and entertainment areas.
For further information related to the financial performance of our malls, see “Part II — Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations.” The tables below set forth certain information regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, 2024.
For further information related to the financial performance of our malls, see “Part II — Item 7 — Management ’ s Discussion and Analysis of Financial Condition and Results of Operations .” The tables below set forth certain information regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, 2025.
Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.69 billion and restricted cash of $125 million as of December 31, 2024, of which approximately $2.14 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to the abovementioned restrictions.
Our non-U.S. subsidiaries, including those located in Singapore, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.45 billion and restricted cash of $125 million as of December 31, 2025, of which approximately $2.07 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to the abovementioned restrictions.
We believe the development of additional integrated resort products in Macao will also drive a higher demand for gaming products. Table games are the dominant form of gaming in Asia, with Baccarat being the most popular game.
We believe the development of additional integrated resort products in Macao will also drive a higher demand for gaming products. 6 Table of Conte n ts Table games are the dominant form of gaming in Asia, with Baccarat being the most popular game.
On March 29, 2022, MBS entered into a letter agreement with the STB to extend the construction commencement date for the MBS Expansion Project from April 8, 2022 to April 8, 2023.
In March 2022, MBS entered into a letter agreement with the STB to extend the construction commencement date for the MBS Expansion Project from April 8, 2022 to April 8, 2023.
In connection with entering into the Development Agreement, MBS entered into a 60-year lease with the STB for the parcels underlying the project site and entered into an agreement with the Land Transport Authority of Singapore for the provision of necessary infrastructure for rapid transit systems and road works within and/or outside the project site.
In connection with entering into the Development Agreement, MBS entered into a 60-year lease with the STB for the parcels underlying the project site and entered into an agreement with the Land Transport Authority of Singapore for the provision of necessary infrastructure for rapid transit systems and road works 14 Table of Conte n ts within and/or outside the project site.
The minimum amount set by the Macao government is 7 million patacas per gaming table and 300,000 patacas per gaming machine (approximately $1 million and $37,503, respectively, at exchange rates in effect on December 31, 2024).
The minimum amount set by the Macao government is 7 million patacas per gaming table and 300,000 patacas per gaming machine (approximately $1 million and $37,433, respectively, at exchange rates in effect on December 31, 2025).
Macao gaming authorities must also be notified five days in advance of any relevant financial decision, including the internal movement of funds that exceed 50% of VML's share capital and any other financial decision that exceeds 10% of VML's share capital, including decisions related to remunerations and employee benefits.
Macao gaming authorities must also be notified five working days in advance of certain decisions over relevant financial initiatives, including the internal movement of funds that exceeds 50% of VML’s share capital and any other financial decision that exceeds 10% of VML’s share capital, including decisions related to remunerations and employee benefits.
Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. On December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
Accordingly, our results of operations, financial position and prospects are 16 Table of Conte n ts subject to a significant degree to the economic, political and legal situation in Macao. On December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao.
The broad appeal of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market. Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao and Singapore have contributed 53% and 47% of our total adjusted property EBITDA, respectively, during 2024.
The broad appeal of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market. Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao and Singapore have contributed 44% and 56% of our total adjusted property EBITDA, respectively, during 2025.
The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 952,000 square feet of unique retail shopping with 350 stores featuring many international brands and home to 60 restaurants and food outlets featuring an international assortment of cuisines.
The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 960,000 square feet of unique retail shopping with 359 stores featuring many international brands and home to 66 restaurants and food outlets featuring an international assortment of cuisines.
Our Concession expires on December 31, 2032. If our Concession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease generating revenues from our gaming operations when our Concession expires.
If our Concession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease generating revenues from our gaming operations when our Concession expires.
Before it raises debt or equity, VML must first obtain the approval of the Macao gaming and governmental authorities, which constrains the company's ability to raise additional capital.
Before it raises debt or equity, VML must first obtain the approval of the Macao gaming and governmental authorities, which constrains the Company ’ s ability to raise additional capital.
The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,503, $18,751 and $125, respectively, at exchange rates in effect on December 31, 2024), subject to a minimum of 76 million patacas (approximately $10 million at exchange rates in effect on December 31, 2024).
The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,433, $18,716 and $125, respectively, at exchange rates in effect on December 31, 2025), subject to a minimum of 76 million patacas (approximately $9 million at exchange rates in effect on December 31, 2025).
VML must immediately notify the Macao government of any fact of which it is aware that may be material to the qualification of any shareholder who holds 5% or more of the share capital of VML, directly or indirectly, or any VML director or key 12 Table of Contents employee.
VML must immediately notify the Macao government of any fact of which it is aware that may be material to the qualification of any shareholder who holds 5% or more of the share capital of VML, or any VML director or key employee.
The Integrated Resort offers approximately 162,000 square feet of gaming space with approximately 543 table games and 3,000 slot machines and ETGs; approximately 616,000 square feet at The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.
The Integrated Resort offers approximately 157,000 square feet of gaming space with approximately 568 table games and 3,000 slot machines and ETGs; approximately 794,000 square feet at The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex featuring signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.
The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately 272,000 square feet of gaming space and gaming support area with approximately 267 table games and 900 slot machines and ETGs.
The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately 272,000 square feet of gaming space and gaming support area with approximately 255 table games and 1,008 slot machines and ETGs.
The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately 678 table games and 1,140 slot machines and electronic table games (“ETGs”).
The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately 659 table games and 1,137 slot machines and electronic table games (“ETGs”).
Our management team is focused on delivering growth, increasing our return on invested capital, 4 Table of Contents balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders. Unique MICE and entertainment facilities.
Our team is focused on delivering growth, driving innovation, increasing our return on invested capital, balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders. 4 Table of Conte n ts Unique MICE and entertainment facilities.
This fee, calculated based on a price per square meter of reverted gaming area, is set at 750 patacas per square meter for the first three years and will increase to 2,500 patacas for the remaining seven years (approximately $94 and $313, respectively, at exchange rates in effect on December 31, 2024).
This fee, calculated based on a price per square meter of reverted gaming area, was set at 750 patacas per square meter for the first three years and increased to 2,500 patacas for the remaining seven years (approximately $94 and $312, respectively, at exchange rates in effect on December 31, 2025).
These tables do not reflect subsequent activity in 2025.
These tables do not reflect subsequent activity in 2026.
Additionally, on February 7, 2024, we entered into a shareholder dividend tax agreement with the Macao government, effective for the period from January 1, 2023 through December 31, 2025, providing for a payment at an applicable rate of gross gaming revenue for the tax year 2023 through the tax year 2025 as a substitution for a 12% tax otherwise due from VML's shareholders on dividend distributions paid from VML's gaming profits.
Additionally, on February 7, 2024, VML entered into a shareholder dividend tax agreement with the Macao government, which provided for a payment at an applicable rate of gross gaming revenue for the tax year 2023 through the tax year 2025 as a substitution for a 12% tax otherwise due from VML’s shareholders on dividend distributions paid from VML’s gaming profits.
These amenities include luxury accommodations, restaurants, lounges, invitation-only clubs and private gaming salons. In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive facilities and represents an important part of our VIP gaming marketing strategy.
Our properties also cater to VIP patrons by providing them with luxury amenities, including luxury accommodations, restaurants, lounges, invitation-only clubs and private gaming salons. In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive facilities and represents an important part of our VIP gaming marketing strategy.
(2) Excludes approximately 130,000 square feet of space on the fifth floor currently not on the market for lease.
(2) Excludes approximately 130,000 square feet of space on the fifth floor currently not on the market for lease. (3) Excludes approximately 40,000 square feet of space on the fifth floor currently not on the market for lease. (4) Excludes approximately 14,000 square feet of space on the second floor currently not on the market for lease.
According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were 226.78 billion patacas in 2024 (approximately $28.35 billion at exchange rates in effect on December 31, 2024), an increase of 23.9% compared to 2023.
According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were 247.40 billion patacas in 2025 (approximately $30.87 billion at exchange rates in effect on December 31, 2025), an increase of 9.1% compared to 2024.
Tourism receipts were estimated to be 27.16 billion Singapore dollars ("SGD", approximately $19.97 billion at exchange rates in effect on December 31, 2024) in 2023 (the latest information publicly available at the time of filing). The Gambling Regulatory Authority (the “GRA”), the gaming regulator in Singapore, does not disclose gaming revenue for the market and thus no official figure exists.
Tourism receipts were estimated to be 29.78 billion Singapore dollars (“SGD,” approximately $23.18 billion at exchange rates in effect on December 31, 2025) in 2024 (the latest information publicly available at the time of filing). The Gambling Regulatory Authority (the “GRA”), the gaming regulator in Singapore, does not disclose gaming revenue for the market and thus no official figure exists.
New York On June 2, 2023, we paid $241 million to acquire the Nassau Veterans Memorial Coliseum (the “Nassau Coliseum”) from Nassau Live Center, LLC and related entities, which included the right to lease the underlying land from the County of Nassau (the “County”) in the State of New York (the “Nassau Coliseum Transaction”).
New York In June 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.
The Second Development Agreement also provides for MBS to be entitled to compensation by STB for any losses or damages suffered under certain conditions and events related to the above-described benefits and entitlements. The Second Development Agreement further provides MBS must maintain compliance with the material terms of the Second Development Agreement to obtain the above-described benefits and entitlements.
The Second Development Agreement also provides for MBS to be entitled to compensation by the STB for any losses or damages suffered under certain conditions and events related to the above-described benefits and entitlements.
Due to its distinctive design, multitude of amenities and customer experiences shared on social media, and a prominent position as part of the Singapore skyline, Marina Bay Sands is recognized throughout Asia and globally.
Marina Bay Sands is an iconic, architecturally significant Integrated Resort with meaningful scale and visitation. Due to its distinctive design, multitude of amenities and customer experiences shared on social media, and a prominent position as part of the Singapore skyline, Marina Bay Sands is recognized throughout Asia and globally.
The Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately 513 table games and 1,281 slot machines and ETGs, approximately 358,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately 566,000 square feet of retail space with 164 stores and home to 50 restaurants and food outlets featuring an international assortment of cuisines.
Additionally, the Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately 500 table games and 1,285 slot machines and ETGs, approximately 358,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, 5 Table of Conte n ts approximately 518,000 square feet of retail space with 172 stores and home to 51 restaurants and food outlets featuring an international assortment of cuisines.
Mall Name Total GLA (1) Selected Significant Tenants Shoppes at Venetian 822,424 (2) Zara, Victoria's Secret, Uniqlo, Tiffany & Co., Rolex, Bvlgari, Muji, Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines, OMEGA, Polo Ralph Lauren, Kenzo, Boucheron, Diesel, Lululemon, Arc'teryx, Nike, Audemars Piguet Shoppes at Londoner 566,251 Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Gucci, Burberry, Tod's, V&A, DFS, Tory Burch, The Cheesecake Factory, Shake Shack, Jimmy Choo, Alexander McQueen, Polo Ralph Lauren, Stella McCartney, Emporio Armani, Louis Vuitton, Alexander Wang, Mikimoto, Uniqlo, Lord Stow's Bakery & Cafe Shoppes at Parisian 296,818 Antonia, Champion, Jaeger-LeCoultre, Breitling, I.T Menswear, Temptation Shoppes at Four Seasons 261,898 Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Versace, Zegna, Loro Piana, Saint Laurent, Balenciaga, Loewe, Roger Vivier, Christian Louboutin, Alexander McQueen, Miu Miu, Tiffany & Co., Rimowa The Shoppes at Marina Bay Sands 615,869 (3) Louis Vuitton, Zara, Chanel, Gucci, Dior, Burberry, Prada, Fendi, Moncler, Hermès, Cartier, Apple ____________________ (1) Represents Gross Leasable Area in square feet.
Mall Name Total GLA (1) Selected Significant Tenants Shoppes at Venetian 829,872 (2) Zara, Victoria’s Secret, Uniqlo, Tiffany & Co., Rolex, Bvlgari, MUJI, Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines, OMEGA, Polo Ralph Lauren, Kenzo, Boucheron, Lululemon, Arc’teryx, NIKE, Audemars Piguet, LAOPU GOLD, Chow Tai Fook, BOSS, Coach, Tumi, Pop Mart Shoppes at Londoner 518,138 Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Gucci, Burberry, Tod’s, DFS, Tory Burch, The Cheesecake Factory, Shake Shack, Jimmy Choo, Alexander McQueen, Polo Ralph Lauren, Emporio Armani, Louis Vuitton, Alexander Wang, Mikimoto, Uniqlo, Lord Stow’s Bakery & Cafe, NBA, Brunello Cucinelli, Versace, Canada Goose, Zegna Shoppes at Parisian 256,825 (3) Antonia, Jaeger-LeCoultre, Breitling, I.T Menswear, Temptation Shoppes at Four Seasons 248,304 (4) Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Versace, Zegna, Loro Piana, Saint Laurent, Balenciaga, Loewe, Roger Vivier, Christian Louboutin, Alexander McQueen, Miu Miu, Tiffany & Co., Rimowa The Shoppes at Marina Bay Sands 620,562 (5) Louis Vuitton, Zara, Chanel, Gucci, Dior, Burberry, Prada, Fendi, Moncler, Hermès, Cartier, Apple ____________________ (1) Represents Gross Leasable Area in square feet.
We must periodically submit detailed financial and operating reports to the Macao gaming authorities, as well as any other information they may request. No person may acquire any rights over the shares or assets of VML without prior consent of the Macao gaming authorities.
Our Concession is not transferable, and we must pay periodic and regular fees and taxes. We must periodically submit detailed financial and operating reports to the Macao gaming authorities, as well as any other information they may request. No one may acquire any rights over the shares or assets of VML without prior consent of the Macao gaming authorities.
They must also maintain appropriate qualifications during the Concession and submit to the Macao government's ongoing inspection and supervision.
They must also maintain 12 Table of Conte n ts appropriate qualifications during the Concession and submit to the Macao government’s ongoing inspection and supervision.
The total net transfers to (from) the Company with SCL were 17 Table of Contents $111 million, $100 million and $(978) million and with Marina Bay Sands were $1.08 billion, $937 million and $74 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The total net transfers to the Company from SCL were $1.56 billion, $111 million and $100 million and from Marina Bay Sands were $1.56 billion, $1.08 billion and $937 million for the years ended December 31, 2025, 2024 and 2023, respectively.
We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties.
We are a parent company with limited business operations of our own; our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties.
We believe the mass market segment will continue to deliver long-term growth as a result of continuing economic growth, expansion of the middle class and an increasing number of high net worth individuals across our markets in Asia. We also offer loyalty programs at our properties, which provide access to rewards, privileges and members-only events.
We believe the mass market segment will continue to deliver long-term growth as a result of continuing economic growth, expansion of the middle class and an increasing number of high net worth individuals across our markets in Asia.
Visitation to Macao was approximately 35 million in 2024, an increase of 23.8% compared to 2023. We believe visitation will continue to experience long-term growth.
Visitation to Macao was approximately 40 million in 2025, an increase of 14.7% compared to 2024. We believe visitation will continue to experience long-term growth.
We currently own and operate Integrated Resorts in Macao and Singapore. We believe our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating growth and cash flow while simultaneously pursuing new development opportunities. We focus on the mass market, which comprises our most profitable gaming segment.
We currently own and operate Integrated Resorts in Macao and Singapore. We believe our geographic diversity, best-in-class properties and meeting and convention facilities provide us with the best platform in the hospitality and gaming industry to attract leisure and business tourism to our markets and continue generating growth and cash flow while simultaneously pursuing new development opportunities.
On January 8, 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the STB (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the "Additional Land Premium").
In January 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with (i) the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) and (ii) other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (collectively, the “Additional Land Premium”).
In addition, the Macao gaming authorities may require us to terminate the employment of any employee who refuses to submit the required documentation. A person may be deemed unsuitable if they fail or refuse to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities.
A person may be deemed unsuitable if they fail or refuse to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities.
See “Item 1A. — Risk Factors — Risks Related to Doing Business in China” for more detailed information. Transfers of Cash to and from Our Non-U.S. Subsidiaries We are primarily dependent upon our properties in Macao and Singapore. We are a parent company with limited business operations of our own; our main asset is the capital stock of our subsidiaries.
See “Item 1A. — Risk Factors — Risks Related to Doing Business in China ” for more detailed information. Transfers of Cash to and from Our Non-U.S. Subsidiaries We are primarily dependent upon our properties in Macao and Singapore.
The annual fee for 2025 is estimated at $13 million, followed by an estimated $42 million annually for the subsequent seven years, subject to the aforementioned index adjustment.
The annual fee for the remaining seven years is an estimated $42 million, subject to the aforementioned index adjustment.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf restrictions are placed on the ability of our subsidiaries in Singapore, Macao and Hong Kong to make distributions or declare dividends or limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi are realized, it could potentially adversely affect our results of operations, financial position and cash flows.
Biggest changeIf restrictions are placed on the ability of our subsidiaries in Singapore, Macao and Hong Kong to make distributions or declare dividends or limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi are realized, it could potentially adversely affect our results of operations, financial position and cash flows. 26 Table of Conte n ts Risks Related to Doing Business in China Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations .
There is litigation associated with our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.
There is litigation associated with our right to lease the underlying land of the Nassau Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.
The loss of our Concession would prohibit us from conducting gaming operations in Macao, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, beginning on January 1, 2029, the Macao government has the option to redeem the Concession by providing us at least one-year advance notice.
The loss of our Concession would prohibit us from conducting gaming operations in Macao, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, the Macao government has the option to redeem the Concession by providing us at least one-year advance notice, beginning on January 1, 2029.
From time to time, U.S. federal, state, local and foreign governments make substantive changes to income tax, indirect tax and gaming tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation.
From time to time, U.S. federal, state and local governments and foreign governments make substantive changes to income tax, indirect tax and gaming tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation.
If changes in tax laws and regulations were to significantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liability, and therefore, could have a material adverse effect on our financial condition, results of operations and cash flows. Because we own real property, we are subject to extensive environmental regulation .
If changes in tax laws and regulations were to significantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liability, and therefore, could have a material adverse effect on our financial condition, results of operations and cash flows. Because we own real property, we are subject to environmental regulation .
For example, with respect to the development in Singapore pursuant to the Second Development 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.
For example, with respect to the development in Singapore pursuant to the Second Development Agreement, our current estimate is that construction will be complete by June 2030, with an anticipated opening date in January 2031; however, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.
Despite our coordination with the Macao labor and immigration authorities to ensure our management and labor needs are satisfied, we may not be able to recruit and retain a sufficient number of qualified managers or employees for our operations or the Macao labor and immigration authorities may not grant us the necessary visas or work permits.
Despite our coordination with the Macao and Singapore labor and immigration authorities to ensure our management and labor needs are satisfied, we may not be able to recruit and retain a sufficient number of qualified managers or employees for our operations or the Macao and Singapore labor and immigration authorities may not grant us the necessary visas or work permits.
We also maintain internal information about our employees and information relating to our operations. The integrity and protection of that information are important to us. Our collection of such information is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing and changing frequently and vary significantly by jurisdiction.
We also maintain internal information about our employees and vendors and information relating to our operations. The integrity and protection of that information are important to us. Our collection of such information is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing, changing frequently, and vary significantly by jurisdiction.
We have experienced a sophisticated criminal cybersecurity attack in the past and in the future may experience with more frequency global cybersecurity and information security threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us.
We have experienced a sophisticated criminal cybersecurity attack in the past and in the future we may experience global cybersecurity and information security threats with more frequency and severity, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us.
On February 23, 2022, in connection with closing of the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”), we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of $1.26 billion as of December 31, 2024.
On February 23, 2022, in connection with closing of the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”), we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of $1.26 billion as of December 31, 2025.
As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any permission or approval from the CSRC, CAC or any other mainland Chinese governmental authority to operate its business or to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support.
As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any permission or approval from the CSRC, CAC or any other mainland Chinese governmental authority to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support.
The proliferation of gaming venues and gaming activities, such as online gaming, as well as renovations and expansions by our competitors, and their ability to attract customers away from our properties could have a material adverse effect on our financial condition, results of operations and cash flows.
The proliferation of gaming venues and gaming activities, such as regulated and unregulated online gaming, as well as renovations and expansions by our competitors, and their ability to attract customers away from our properties could have a material adverse effect on our financial condition, results of operations and cash flows.
Recent events also indicate greater oversight by the CAC over data security, particularly for companies with Chinese operations seeking to list on a foreign exchange. For example, the Measures for Cybersecurity Review (“Review Measures”) issued by the CAC came into effect on February 15, 2022.
Other events also indicate greater oversight by the CAC over data security, particularly for companies with Chinese operations seeking to list on a foreign exchange. For example, the Measures for Cybersecurity Review (“Review Measures”) issued by the CAC came into effect on February 15, 2022.
Human Capital Related Risk Factors • We depend on the continued services of key officers. • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.
Human Capital Related Risk Factors • We depend on the continued services of key personnel . • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.
Risks Related to Our Business • Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy. • Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations. • Our business is sensitive to the willingness of our customers to travel. • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate. • Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate. • We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries. • Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations. • We are subject to fluctuations in foreign currency exchange rates. • We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons. • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings. • We face the risk of fraud and cheating. • Our operations face significant competition, which may increase in the future. • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful. • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows. • There are significant risks associated with our current and planned construction projects Risks Associated with Our International Operations • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us. • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted. 18 Table of Contents • The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face. • Conducting business in Macao and Singapore has certain political and economic risks. • Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates. • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi. • VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.
Risks Related to Our Business • Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy. • Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations. • Our business is sensitive to the willingness of our customers to travel. • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate. • Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate. • We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries. • Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations. • We are subject to fluctuations in foreign currency exchange rates. • We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons. • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings. 18 Table of Conte n ts • We face the risk of fraud and cheating. • Our operations face significant competition, which may increase in the future. • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful. • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows. • There are significant risks associated with our current and planned construction projects Risks Associated with Our International Operations • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us. • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted. • The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face. • Conducting business in Macao and Singapore has certain political and economic risks. • Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates. • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi.
We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, extreme or prolonged heat, rising sea levels and shortages of water.
We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, extreme or prolonged heat and rising sea levels.
For example, due to the impact of the COVID-19 pandemic, we suspended our quarterly dividend program between April 2020 and July 2023, resuming dividend payments in August 2023, and SCL suspended its dividend payments beginning in February 2020.
For example, due to the impact of the COVID-19 pandemic, we suspended our quarterly dividend program between April 2020 and July 2023, resuming dividend payments in August 2023, and SCL suspended its dividend payments beginning in February 2020, resuming dividend payments in June 2025.
General Risk Factors • Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business. • We may fail to establish and protect our IP rights and could be subject to claims of IP infringement. • The licensing of our trademarks to third parties could result in reputational harm for us. • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future. • We are subject to changes in tax laws and regulations. • Because we own real property, we are subject to extensive environmental regulation. • We are subject to risks from litigation, investigations, enforcement actions and other disputes. • We could be negatively impacted by environmental, social and governance and sustainability matters.
General Risk Factors • Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business. • We may fail to establish and protect our IP rights and could be subject to claims of IP infringement. • The licensing of our trademarks to third parties could result in reputational harm for us. • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future. • We are subject to changes in tax laws and regulations. 19 Table of Conte n ts • Because we own real property, we are subject to environmental regulation. • We are subject to risks from litigation, investigations, enforcement actions and other disputes. • We could be negatively impacted by environmental, social and governance and sustainability matters.
Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective for the period from January 1, 2023 through December 31, 2025, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective for the period from January 1, 2023 through December 31, 2025, which provided for an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
In addition, the Chinese government has recently adopted new rules to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
In addition, the Chinese government has adopted rules to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
To the extent climate change causes additional changes in weather patterns, our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons and coastal and river flooding could cause damage to these properties, and all our properties could be subject to increased precipitation levels and heat stress.
To the extent climate change causes additional changes in weather patterns, all our properties could be subject to increased precipitation levels, coastal and river flooding and heat stress, and our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons.
In the event there is an interruption of these services to us, it may have an adverse effect on our operations and financial condition.
In the event there is an interruption of these services, it may have an adverse effect on our operations and financial condition.
We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries . 20 Table of Contents We are primarily dependent upon our Asia properties for all of our cash flow.
We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries . We are primarily dependent upon our Asia properties for all of our cash flow.
Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, earthquakes, hurricanes, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable 30 Table of Contents or too expensive to justify obtaining insurance.
Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, earthquakes, hurricanes, typhoons, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable or too expensive to justify obtaining insurance.
Cyber-attacks and information security breaches may include attempts to access information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, exfiltrate or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data or documents, and other forms of electronic and non-electronic information security breaches.
Cyber-attacks and information security breaches may involve unauthorized access to information, computer malware such as viruses, denial of service attacks, ransomware events that encrypt, exfiltrate or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data or documents, and other forms of electronic and non-electronic information security breaches.
The Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it 27 Table of Contents intends to be listed in foreign countries.
The Review Measures require that an online 27 Table of Conte n ts platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.
In addition, increased attention on and use of artificial intelligence increases the risk of cyber-attacks and data breaches, which can occur more quickly and evolve more rapidly when artificial intelligence is used by threat actors.
In addition, increased use of artificial intelligence by threat actors, increases the risk of cyber-attacks and data breaches. Cyber-attacks can occur more quickly and evolve more rapidly when artificial intelligence is used by threat actors.
Further, use of artificial intelligence by our employees, whether 29 Table of Contents authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.
Further, the use of artificial intelligence by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.
Decisions 28 Table of Contents that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest. Human Capital Related Risk Factors We depend on the continued services of key officers .
Decisions that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest. Human Capital Related Risk Factors We depend on the continued services of key personnel.
Non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation, including accidental loss, inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data.
Non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation or a cyber breach, including accidental loss, 29 Table of Conte n ts inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data.
Since our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China are potentially subject to the requirements of PIPL.
Since some of our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China could potentially be subject to the requirements of PIPL.
Our inability to adequately obtain, maintain or defend our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations. The licensing of our trademarks to third parties could result in reputational harm for us .
Our inability to adequately obtain, maintain or defend our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations. 30 Table of Conte n ts The licensing of our trademarks to third parties could result in reputational harm for us .
The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of our Principal Stockholders. The interests of our Principal Stockholders may differ from your interests.
The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of our Principal Stockholders.
The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including patrons' skill and experience, the mix of games played, the financial resources of patrons, the spread of table limits, the volume of bets played and the amount of time played.
In addition to the element of chance, win rates are also affected by other factors, including patrons’ skill and experience, the mix of games played, the financial resources of patrons, the spread of table limits, the volume of bets played and the amount of time played.
We may have to recruit managers and employees from other countries to adequately staff and manage our properties and certain Macao government policies affect our ability to hire non-resident managers and employees in certain job classifications.
From time to time, we recruit managers and employees from other countries to adequately staff and manage our properties, and certain Macao and Singapore government policies affect our ability to hire non-resident managers and employees in certain job classifications.
We have announced various ESG goals, 31 Table of Contents commitments and initiatives, including with respect to climate change and other sustainability matters, our economic and social impact and human capital management.
We have announced various ESG goals, commitments and initiatives, including with respect to climate change and other sustainability matters, our economic and social impact and human capital management.
Our current debt service obligations contain, or any future debt service obligations and instruments may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to: • incur additional debt, including providing guarantees or credit support; • incur liens securing indebtedness or other obligations; • dispose of certain assets; • make certain acquisitions; • pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; • enter into sale and leaseback transactions; • engage in any new businesses; • issue preferred stock; and • enter into transactions with our stockholders and our affiliates.
Our current debt service obligations contain, or any future debt service obligations and instruments may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to: • incur additional debt, including providing guarantees or credit support; • incur liens securing indebtedness or other obligations; • dispose of certain assets; • make certain acquisitions; • pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; • enter into sale and leaseback transactions; • engage in any new businesses; • issue preferred stock; and • enter into transactions with our stockholders and our affiliates. 21 Table of Conte n ts In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants.
See “Item 1 — Business — Regulation and Licensing” for further description of regulations that govern our operations. We are subject to anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.
See “Item 1 — Business — Regulation and Licensing ” for further description of regulations that govern our operations. 20 Table of Conte n ts We are subject to anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.
Our Macao and Singapore operations will also compete with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, Cambodia and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming. Our operations also face increased competition from new developments in Malaysia, Australia and South Korea.
Our Macao and Singapore operations will also compete with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, Cambodia, Vietnam and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming.
China’s economy differs from the economies of most developed countries, including the structure of the economy, level of government involvement, level of development, growth rate, control of capital inflows and outflows, control of foreign exchange and allocation of resources. 26 Table of Contents Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.
Adelson's family members (collectively our “Principal Stockholders”) beneficially owned approximately 54% of our outstanding common stock as of December 31, 2024.
Adelson’s family members (collectively, our “Principal Stockholders”) beneficially owned approximately 57% of our outstanding common stock as of December 31, 2025.
In certain circumstances, it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter.
In certain circumstances, it may not be economical to defend against such matters and/ 31 Table of Conte n ts or our legal strategy may not ultimately result in us prevailing in a matter.
As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL.
We currently own 74.80% of the issued and outstanding ordinary shares of SCL. As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL.
Our inability to collect gaming debts could have a significant adverse effect on our results of operations and cash flows. 22 Table of Contents Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings .
Our inability to collect gaming debts could have a significant adverse effect on our results of operations and cash flows. Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings . The gaming industry is characterized by an element of chance.
Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation.
Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation. However, the compensation paid may not be adequate to compensate us for the loss of future revenues.
While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a “marker,” certain jurisdictions around the world, including jurisdictions our gaming patrons may come from, may determine, or have determined, enforcement of gaming debts is against public policy.
These large receivables could have a significant impact on our results of operations if deemed uncollectible. While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a “marker,” certain jurisdictions around the world, including jurisdictions our gaming patrons may come from, may determine, or have determined, enforcement of gaming debts is against public policy.
Conflicts of interest may arise because certain of our directors and officers are also directors of SCL . In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the “SCL Offering”).
The interests of our Principal Stockholders may differ from your interests. 28 Table of Conte n ts Conflicts of interest may arise because certain of our directors and officers are also directors of SCL . In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the “SCL Offering”).
A significant theft, destruction, loss or fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreements or people whose data is or may be impacted.
Such theft, destruction, loss or other fraudulent use could also result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack), regulatory fines, penalties and corrective actions, or lawsuits by regulators, customers, shareholders, third-party service providers, third parties that share data with us pursuant to contractual agreements or other third parties whose data is or may be impacted.
Our VIP and mass market gaming players typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. A significant number of gaming patrons come to our casinos from mainland China.
The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted . Our VIP and mass market gaming players typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. A significant number of gaming patrons come to our casinos from mainland China.
Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our Singapore debt is secured by liens on substantially all of the assets of our Singapore operations. 21 Table of Contents Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, potential approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming industry, and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.
Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, potential approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming industry, and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.
Also, our ability to convert large amounts of patacas and HKDs into U.S. dollars over a relatively short period may be limited. 25 Table of Contents The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
There can be no assurance that our business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations. 23 Table of Contents Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows .
In addition, there can be no assurance that our business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations.
We have a principal amount of $3.16 billion, $3.49 billion, $1.45 billion, $1.91 billion and $1.91 billion in debt maturing during the years ending December 31, 2025, 2026, 2027, 2028 and 2029, respectively.
We have a principal amount of $1.93 billion, $1.57 billion, $3.02 billion, $2.02 billion and $2.70 billion in debt maturing during the years ending December 31, 2026, 2027, 2028, 2029 and 2030, respectively.
The conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the agreements effecting the Las Vegas Sale could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations do not continue to operate in accordance with our high standards and applicable laws as required under such agreements.
If the Las Vegas Operations do not continue to operate in accordance with our high standards and applicable laws as required under the agreements, such conduct could result in reputational harm to our businesses that continue to operate under these brands.
For example, on August 20, 2021, the Standing Committee of the National People's Congress (“SCNPC”) promulgated the Personal Information Protection Law of the PRC (“PIPL”), which became effective on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides extraterritorial effect on the personal information processing activities.
For example, on August 20, 2021, the Standing Committee of the National People’s Congress (“SCNPC”) promulgated the Personal Information Protection Law of the PRC (“PIPL”), which became effective on November 1, 2021.
However, the implementation rules to the extraterritorial jurisdiction of the PIPL have not been finalized yet, and it remains unclear how the Chinese government will enforce such law.
However, implementation rules to the extraterritorial jurisdiction of the PIPL and how the Chinese government will enforce such law extraterritorially remain unclear.
Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders, governmental agencies, customers or other third parties. Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion.
Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion.
VML requires each contractor to whom it has seconded these foreign workers to indemnify VML for any costs or liabilities VML incurs as a result of such contractor's failure to fulfill their obligations.
While VML required each contractor to whom it seconded these foreign workers to indemnify it for any costs or liabilities VML incurred as a result of such contractor’s failure to fulfill its obligations, VML remains ultimately liable for all employer obligations relating to these seconded foreign workers.
Fluctuations in the U.S. dollar/SGD exchange rate, the U.S. dollar/Macao pataca exchange rate and/or the U.S. dollar/Hong Kong Dollar (“HKD”) exchange rate could have a material adverse effect on the amount of dividends and distributions from our Singapore and Macao operations.
Fluctuations in the U.S. dollar/SGD exchange rate, the U.S. dollar/Macao pataca exchange rate and/or the U.S. dollar/Hong Kong dollar (“HKD”) exchange rate could have a material adverse effect on the amount of dividends and distributions from our Singapore and Macao operations. 22 Table of Conte n ts We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons .
There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals is likely to continue.
There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals is likely to continue. The Macao government requires we only hire Macao residents in our casinos for certain employee roles, including roles such as dealers.
The anticipated costs and completion dates for our current and planned projects are based on budgets, designs, development and construction documents and schedule estimates are prepared with the assistance of architects and other construction development consultants and are subject to change as the design, development and construction documents are finalized and as actual construction work is performed.
If our management is unable to manage successfully our worldwide construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows. 24 Table of Conte n ts The anticipated costs and completion dates for our current and planned projects are based on budgets, designs, development and construction documents and schedule estimates are prepared with the assistance of architects and other construction development consultants and are subject to change as the design, development and construction documents are finalized and as actual construction work is performed.
Although currently permitted, we cannot assure you patacas and HKDs will continue to be freely exchangeable into U.S. dollars.
The Macao pataca is pegged to the HKD and, in many cases, is used interchangeably with the HKD in Macao. The HKD is pegged to the U.S. dollar. Although currently permitted, we cannot assure you patacas and HKDs will continue to be freely exchangeable into U.S. dollars.
The Macao government requires we only hire Macao residents in our casinos for certain employee roles, including roles such as dealers. In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries.
In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries.
There has been an increase in criminal cybersecurity attacks against companies, including companies in our industry, where customer and company information has been compromised and company data has been destroyed. Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches.
Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches.
Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax.
Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries.
These factors could reduce, and in the past, have reduced, consumer and corporate demand for the luxury amenities and leisure and business activities we offer, thus imposing additional limits on pricing and harming our operations. 19 Table of Contents Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations .
Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations .
Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore.
We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore.
There is no certainty either of these tax arrangements will be extended beyond their expiration dates. We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi .
We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi . Our revenues in Macao are denominated in patacas, the legal currency of Macao, and HKD.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases for a further description of this litigation. In addition, there is no assurance we will be able to obtain a casino license from the State of New York.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 — Leases ” for a further description of this litigation.
In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure. If our management is unable to manage successfully our worldwide construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.
In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure.
VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas . The Macao government has granted VML quotas to permit it to hire foreign workers. VML has effectively seconded part of the foreign workers employed under these quotas to its contractors for the construction of our Cotai Strip projects.
In addition, although in Macao we now require contractors to hire foreign workers directly under their Macao government labor quotas, prior to February 21, 2024, VML seconded foreign workers employed under its labor quotas to contractors for the construction of our Cotai Strip projects.
As of December 31, 2024, we had $13.75 billion of debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities). This indebtedness could have important consequences for us.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Debt ” for further description of these covenants. As of December 31, 2025, we had $15.78 billion of debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).
We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons . We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured.
We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured. Table games patrons typically are extended more credit than slot patrons, and high-stakes patrons typically are extended more credit than patrons who tend to wager lesser amounts.
Table games patrons typically are extended more credit than slot patrons, and high-stakes patrons typically are extended more credit than patrons who tend to wager lesser amounts. During the year ended December 31, 2024, approximately 9.5% and 10.8% of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.
During the year ended December 31, 2025, approximately 9.4% and 12.3% of our table games play at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering. We extend credit to those patrons whose level of play and financial resources warrant, in the opinion of management, an extension of credit.
In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Thailand and Vietnam.
Our operations also face increased competition from new developments in Malaysia, Australia, South 23 Table of Conte n ts Korea and Vietnam. In addition, certain countries, such as Japan, have legalized casino gaming, while others, such as Thailand, may in the future legalize casino gaming.
Pillar Two consists of interrelated rules which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis on MNEs with a global turnover of at least EUR 750 million. We will continue to monitor and evaluate the OECD BEPS project as the OECD releases additional guidance and the individual countries in which we operate implement legislation.
While Pillar Two is not expected to have a material impact, we will continue to monitor and evaluate its impact as the OECD releases additional guidance and the individual countries in which we operate implement legislation.
The loss of their services or the services of our other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.
As competition for highly qualified personnel in our industry continues to grow, we may not be able to hire or retain the services of key personnel. The loss of key personnel could have a material adverse effect on our business.
For example, the Organization for Economic Co-operation and Development (“OECD”) and its inclusive Framework of over 140 countries have agreed to enact a two-pillar solution to reform international tax rules to address the tax challenges arising from the digitalization of the economy as part of the Base Erosion and Profit Shifting (“BEPS”) project.
For example, the Organization for Economic Co-operation and Development (“OECD”) and its inclusive Framework of over 140 countries have agreed to reform international tax rules, imposing a minimum tax rate of 15% calculated on a jurisdictional basis on multinational enterprises with a global turnover of at least EUR 750 million (“Pillar Two”).
Removed
In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt” for further description of these covenants.
Added
These factors could reduce, and in the past, have reduced, consumer and corporate demand for the luxury amenities and leisure and business activities we offer, thus imposing additional limits on pricing and harming our operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO provides regular updates on cyber security to the Audit Committee, including on the cybersecurity aspects noted by the ERM Committee and CPS Committee, and regularly meets with the Audit Committee in executive session. The presentations highlight the state of our cybersecurity and data security programs, as well as our progress on key initiatives in this area.
Biggest changeThe CISO provides, typically, at least quarterly updates on cyber security to the Audit Committee, including on the cybersecurity aspects noted by the ERM Committee and CPS Committee, and regularly meets with the Audit Committee in executive sessions.
The CISO has over 28 years of cybersecurity experience, 26 years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational analysis, a bachelor’s degree in operations research and holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security Professional (“CISSP”).
The CISO has over 29 years of cybersecurity experience, 27 years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational analysis and a bachelor’s degree in operations research, holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security Professional, CISSP.
See “Item 1A. — Risk Factors — Failure to maintain the integrity of our information and information systems or comply with 32 Table of Contents applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business” for more detailed information on cybersecurity risks and the potential impacts.
See “Item 1A. — Risk Factors — Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business ” for more detailed information on cybersecurity risks and the potential impacts.
Our Enterprise Risk Management (“ERM”) process, which is governed by an ERM Committee, includes a review of our cybersecurity programs. The ERM Committee, which is led by our executive vice president and chief financial officer, meets quarterly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.
The ERM Committee, which is led by our executive vice president and chief financial officer, meets 32 Table of Conte n ts quarterly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.
To date, the Company has not experienced a cybersecurity threat or incident that has materially affected or is reasonably likely to materially affect the Company. The Company, however, has experienced and expects to continue to experience cyber incidents of varying degrees.
The Company, however, has experienced and expects to continue to experience cyber incidents of varying degrees.
Added
Our Enterprise Risk Management (“ERM”) process, which is governed by an ERM Committee, includes a review of our cybersecurity programs.
Added
The presentations highlight the state of our cybersecurity and data security programs, as well as our progress on key initiatives in this area. To date, the Company has not experienced a cybersecurity threat or incident that has materially affected or is reasonably likely to materially affect the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEffective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to us for the duration of the Concession in exchange for an annual fee.
Biggest changeThese casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to us for the duration of the Concession in exchange for an annual fee.
With the expiry of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in the Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area of these entities), reverted to and are now owned by the Macao government.
With the expiry of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in the Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area of these entities), reverted to and are owned by the Macao government.
On January 8, 2025, MBS entered into the Second Supplemental Agreement whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019.
In January 2025, MBS entered into the Second Supplemental Agreement whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019.
This fee, calculated based on a price per square meter of reverted gaming area, is set at 750 patacas per square meter for the first three years and will increase to 2,500 patacas for the remaining seven years (approximately $94 and $313, respectively, at exchange rates in effect on December 31, 2024).
This fee, calculated based on a price per square meter of reverted gaming area, was set at 750 patacas per square meter for the first three years and increased to 2,500 patacas for the remaining seven years (approximately $94 and $312, respectively, at exchange rates in effect on December 31, 2025).
Removed
The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation are estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder due in 2026.
Added
In April 2025, we paid SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the transaction) for the purchase of the Additional Gaming Area.
Added
The remainder of the Additional Land Premium related to the Second Supplemental Agreement is expected to be approximately SGD 182 million (approximately $142 million at exchange rates in effect on December 31, 2025) and to be finalized during the first quarter of 2026.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Weighted Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2) October 1, 2024 — October 31, 2024 1,128,075 $ 53.18 1,128,075 $ 1,940 November 1, 2024 — November 30, 2024 6,291,417 $ 50.00 6,291,417 $ 1,625 December 1, 2024 — December 31, 2024 1,386,441 $ 54.38 1,386,441 $ 1,550 Total 8,805,933 8,805,933 ____________________ (1) Calculated excluding commissions. 34 Table of Contents (2) In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which was to expire on November 2, 2018.
Biggest changePurchases of Equity Securities by the Issuer The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2025: Period Total Number of Shares Purchased Weighted Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2) October 1, 2025 — October 31, 2025 2,784,771 $ 54.70 2,784,771 $ 1,904 November 1, 2025 — November 30, 2025 5,359,860 $ 64.86 5,359,860 $ 1,557 December 1, 2025 — December 31, 2025 — $ — — $ 1,557 Total 8,144,631 8,144,631 ____________________ (1) Calculated excluding commissions.
All share repurchases of our common stock have been recorded as treasury shares. 35 Table of Contents Performance Graph The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Index (“S&P 500”) and the Dow Jones US Gambling Index, during the five years ended December 31, 2024.
All share repurchases of our common stock have been recorded as treasury shares. 35 Table of Conte n ts Performance Graph The following performance graph compares the performance of our common stock with the performance of the Standard & Poor’s 500 Index (“S&P 500”) and the Dow Jones US Gambling Index, during the five years ended December 31, 2025.
Preferred Stock We are authorized to issue up to 50,000,000 shares of preferred stock.
Preferred Stock We are authorized to issue up to 50 million shares of preferred stock.
ITEM 5. — MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's common stock trades on the NYSE under the symbol “LVS.” As of February 5, 2025, there were 715,934,671 shares of our common stock outstanding that were held by 279 stockholders of record.
ITEM 5. — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock trades on the NYSE under the symbol “LVS.” As of February 4, 2026, there were 671,910,723 shares of our common stock outstanding that were held by 260 stockholders of record.
On October 16, 2023, our Board of Directors authorized increasing the remaining share repurchase amount of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025.
(2) On October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount of the share repurchase program from $195 million to $2.0 billion and extending its expiration date from November 3, 2025 to November 3, 2026.
Our Board of Directors will continue to assess the level of appropriateness of any cash dividends. Recent Sales of Unregistered Securities There have not been any sales by the Company of equity securities in the last three fiscal years that have not been registered under the Securities Act of 1933.
Recent Sales of Unregistered Securities There have not been any sales by the Company of equity securities in the last three fiscal years that have not been registered under the Securities Act of 1933.
The stock price performance in this graph is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Las Vegas Sands Corp. $ 100.00 $ 88.00 $ 55.57 $ 70.97 $ 73.20 $ 77.73 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Dow Jones US Gambling Index $ 100.00 $ 89.66 $ 78.17 $ 58.28 $ 75.96 $ 75.79 The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.
The stock price performance in this graph is not necessarily indicative of future stock price performance. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Las Vegas Sands Corp. $ 100.00 $ 63.15 $ 80.65 $ 83.19 $ 88.34 $ 114.36 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Dow Jones US Gambling Index $ 100.00 $ 87.18 $ 65.00 $ 84.71 $ 84.53 $ 81.82 The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.
On October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.
On October 21, 2025, our Board of 34 Table of Conte n ts Directors authorized increasing the remaining share repurchase amount of the share repurchase program from $645 million to $2.0 billion and extending its expiration date from November 3, 2026 to November 3, 2027.
See “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt.” Common Stock Dividends In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 pandemic and in August 2023, the dividend program was reinstated.
See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions ” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Debt .” Common Stock Dividends In January 2026, our Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $202 million) to be paid on February 18, 2026, to stockholders of record on February 9, 2026.
In June 2018, our Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion of our outstanding common stock, and extending the expiration date to November 2020.
On April 22, 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion.
Removed
In January 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $179 million) to be paid on February 19, 2025, to stockholders of record on February 10, 2025. We expect this level of dividend to continue quarterly through the remainder of 2025.
Added
We expect this level of dividend to continue quarterly through the remainder of 2026. Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.
Removed
In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, our Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $916 million to November 2024.
Added
All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table summarizes the results of our casino activity: Year Ended December 31, 2024 2023 Change (Dollars in millions) Macao Operations: The Venetian Macao Total casino revenues $ 2,282 $ 2,151 6.1 % Non-Rolling Chip drop $ 9,299 $ 8,711 6.8 % Non-Rolling Chip win percentage 24.7 % 24.2 % 0.5 pts Rolling Chip volume $ 3,701 $ 4,546 (18.6) % Rolling Chip win percentage 4.43 % 4.44 % (0.01) pts Slot handle $ 5,946 $ 5,066 17.4 % Slot hold percentage 3.8 % 4.3 % (0.5) pts The Londoner Macao Total casino revenues $ 1,462 $ 1,283 14.0 % Non-Rolling Chip drop $ 6,791 $ 5,842 16.2 % Non-Rolling Chip win percentage 21.5 % 21.3 % 0.2 pts Rolling Chip volume $ 7,633 $ 7,336 4.0 % Rolling Chip win percentage 3.34 % 2.99 % 0.35 pts Slot handle $ 6,057 $ 5,290 14.5 % Slot hold percentage 3.8 % 4.0 % (0.2) pts 39 Table of Contents Year Ended December 31, 2024 2023 Change (Dollars in millions) The Parisian Macao Total casino revenues $ 740 $ 655 13.0 % Non-Rolling Chip drop $ 3,768 $ 2,926 28.8 % Non-Rolling Chip win percentage 20.9 % 21.4 % (0.5) pts Rolling Chip volume $ 244 $ 968 (74.8) % Rolling Chip win percentage (7.82) % 7.14 % (14.96) pts Slot handle $ 3,461 $ 2,528 36.9 % Slot hold percentage 4.1 % 3.9 % 0.2 pts The Plaza Macao and Four Seasons Macao Total casino revenues $ 572 $ 462 23.8 % Non-Rolling Chip drop $ 2,784 $ 2,244 24.1 % Non-Rolling Chip win percentage 24.3 % 23.6 % 0.7 pts Rolling Chip volume $ 9,311 $ 6,860 35.7 % Rolling Chip win percentage 2.03 % 2.27 % (0.24) pts Slot handle $ 57 $ 85 (32.9) % Slot hold percentage 3.4 % 5.9 % (2.5) pts Sands Macao Total casino revenues $ 290 $ 290 — % Non-Rolling Chip drop $ 1,597 $ 1,575 1.4 % Non-Rolling Chip win percentage 16.6 % 17.1 % (0.5) pts Rolling Chip volume $ 131 $ 108 21.3 % Rolling Chip win percentage 4.40 % 6.11 % (1.71) pts Slot handle $ 2,152 $ 1,851 16.3 % Slot hold percentage 3.0 % 3.1 % (0.1) pts Singapore Operations: Marina Bay Sands Total casino revenues $ 2,957 $ 2,681 10.3 % Non-Rolling Chip drop $ 8,670 $ 7,367 17.7 % Non-Rolling Chip win percentage 20.1 % 18.4 % 1.7 pts Rolling Chip volume $ 28,942 $ 28,477 1.6 % Rolling Chip win percentage 3.60 % 3.78 % (0.18) pts Slot handle $ 25,045 $ 24,151 3.7 % Slot hold percentage 3.8 % 3.8 % — pts 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.
Biggest changeThe following table summarizes the results of our casino activity: Year Ended December 31, 2025 2024 Change (Dollars in millions) Macao Operations: The Venetian Macao Total casino revenues $ 2,146 $ 2,282 (6.0) % Non-Rolling Chip drop $ 9,549 $ 9,299 2.7 % Non-Rolling Chip win percentage 23.2 % 24.7 % (1.5) pts Rolling Chip volume $ 4,130 $ 3,701 11.6 % Rolling Chip win percentage 3.77 % 4.43 % (0.66) pts Slot handle $ 5,784 $ 5,946 (2.7) % Slot hold percentage 3.6 % 3.8 % (0.2) pts The Londoner Macao Total casino revenues $ 1,946 $ 1,462 33.1 % Non-Rolling Chip drop $ 8,638 $ 6,791 27.2 % Non-Rolling Chip win percentage 22.7 % 21.5 % 1.2 pts Rolling Chip volume $ 9,657 $ 7,633 26.5 % Rolling Chip win percentage 3.41 % 3.34 % 0.07 pts Slot handle $ 8,268 $ 6,057 36.5 % Slot hold percentage 3.8 % 3.8 % — pts 39 Table of Conte n ts Year Ended December 31, 2025 2024 Change (Dollars in millions) The Parisian Macao Total casino revenues $ 657 $ 740 (11.2) % Non-Rolling Chip drop $ 3,067 $ 3,768 (18.6) % Non-Rolling Chip win percentage 21.2 % 20.9 % 0.3 pts Rolling Chip volume (1) $ 709 $ 244 190.6 % Rolling Chip win percentage 4.25 % (7.82) % 12.07 pts Slot handle $ 3,812 $ 3,461 10.1 % Slot hold percentage 3.7 % 4.1 % (0.4) pts The Plaza Macao and Four Seasons Macao Total casino revenues $ 569 $ 572 (0.5) % Non-Rolling Chip drop $ 2,832 $ 2,784 1.7 % Non-Rolling Chip win percentage 22.2 % 24.3 % (2.1) pts Rolling Chip volume $ 6,754 $ 9,311 (27.5) % Rolling Chip win percentage 3.35 % 2.03 % 1.32 pts Slot handle $ 67 $ 57 17.5 % Slot hold percentage 2.3 % 3.4 % (1.1) pts Sands Macao Total casino revenues $ 265 $ 290 (8.6) % Non-Rolling Chip drop $ 1,561 $ 1,597 (2.3) % Non-Rolling Chip win percentage 15.3 % 16.6 % (1.3) pts Rolling Chip volume $ 126 $ 131 (3.8) % Rolling Chip win percentage 5.19 % 4.40 % 0.79 pts Slot handle $ 2,667 $ 2,152 23.9 % Slot hold percentage 2.7 % 3.0 % (0.3) pts Singapore Operations: Marina Bay Sands Total casino revenues $ 4,206 $ 2,957 42.2 % Non-Rolling Chip drop $ 10,097 $ 8,670 16.5 % Non-Rolling Chip win percentage 23.4 % 20.1 % 3.3 pts Rolling Chip volume $ 39,445 $ 28,942 36.3 % Rolling Chip win percentage 4.54 % 3.60 % 0.94 pts Slot handle $ 25,055 $ 25,045 — % Slot hold percentage 4.4 % 3.8 % 0.6 pts _________________________ (1) Rolling Chip tables were made available based on demand beginning in March 2024.
Cash Flows — Financing Activities Net cash flows used in financing activities were $3.06 billion for the year ended December 31, 2024.
Net cash flows used in financing activities were $3.06 billion for the year ended December 31, 2024.
These factors include, but are not limited to, the risks associated with: • Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy; • Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations; • Our business is sensitive to the willingness of our customers to travel; • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate; • Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate; • We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries; • Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations; • We are subject to fluctuations in foreign currency exchange rates; • We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons; • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings; • We face the risk of fraud and cheating; • Our operations face significant competition, which may increase in the future; • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful; • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows; • There are significant risks associated with our current and planned construction projects; • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us; • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted; • The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face; • Conducting business in Macao and Singapore has certain political and economic risks; • Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates; • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi; 53 Table of Contents • VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas; • Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations; • The interests of our principal stockholders in our business may be different from yours; • Conflicts of interest may arise because certain of our directors and officers are also directors of SCL; • We depend on the continued services of key officers; • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor; • Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business; • We may fail to establish and protect our IP rights and could be subject to claims of IP infringement; • The licensing of our trademarks to third parties could result in reputational harm for us; • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future; • We are subject to changes in tax laws and regulations; • We could be negatively impacted by environmental, social and governance and sustainability matters; and • Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.
These factors include, but are not limited to, the risks associated with: • Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy; • Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations; • Our business is sensitive to the willingness of our customers to travel; • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate; • Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate; • We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries; • Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations; • We are subject to fluctuations in foreign currency exchange rates; • We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons; • Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings; • We face the risk of fraud and cheating; • Our operations face significant competition, which may increase in the future; • Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful; • Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows; • There are significant risks associated with our current and planned construction projects; • Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us; • The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted; • The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face; 53 Table of Conte n ts • Conducting business in Macao and Singapore has certain political and economic risks; • Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates; • We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi; • Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations; • The interests of our principal stockholders in our business may be different from yours; • Conflicts of interest may arise because certain of our directors and officers are also directors of SCL; • We depend on the continued services of key personnel; • We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor; • Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business; • We may fail to establish and protect our IP rights and could be subject to claims of IP infringement; • The licensing of our trademarks to third parties could result in reputational harm for us; • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future; • We are subject to changes in tax laws and regulations; • We could be negatively impacted by environmental, social and governance and sustainability matters; and • Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.
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.
We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments, share repurchases and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner.
Certain statements in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Overview We view each of our Integrated Resorts as an operating segment.
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “ Special Note Regarding Forward-Looking Statements .” Overview We view each of our Integrated Resorts as an operating segment.
The income tax expense for the year ended December 31, 2024, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate on our U.S. 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 year ended December 31, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate on our U.S. operations and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao.
Of the $2.69 billion, approximately $2.14 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
Of the $2.45 billion, approximately $2.07 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements.
We 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. 37 Table of Contents Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.
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. 37 Table of Conte n ts Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.
On February 5, 2024, we received an exemption from Macao's corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.
In February 2024, we received an exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.
Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands. During 2024, we achieved milestones in advancing several of our strategic objectives.
Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and Sands Macao. Our operating segment in Singapore is Marina Bay Sands. During 2025, we achieved milestones in advancing several of our strategic objectives.
Under the Concession, although not a restriction, we have to provide a five-day prior notification to the Macao government for any major financial decisions exceeding 10% of the share capital of VML. 52 Table of Contents Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Under the Concession, although not a restriction, we have to provide a five-day prior notification to the Macao government for any major financial decisions exceeding 10% of the share capital of VML. 52 Table of Conte n ts Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
(8) We are party to certain operating leases for real estate, which primarily include $285 million related to long-term land leases in Macao with an anticipated lease term of 50 years, $15 million related to a long-term land lease in Las Vegas with a 40-year lease term, and $15 million related to office space in Singapore with a 5-year lease term.
(8) We are party to certain operating leases for real estate, which primarily include $280 million related to long-term land leases in Macao with an anticipated lease term of 50 years, $15 million related to a long-term land lease in Las Vegas with a 40-year lease term and $11 million related to office space in Singapore with a 5-year lease term.
Gaming Assets under the Macao Concession As we continue to operate the Gaming Assets, as defined in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Property and Equipment, Net,” in the same manner as under the previous subconcession, obtain substantially all of the economic benefits and bear all of the risks arising from the use of these assets, as well as assume VML will be successful in being awarded a new concession upon expiry of the current concession, we continue to recognize these Gaming Assets as property and equipment over their remaining estimated useful lives.
Gaming Assets under the Macao Concession As we continue to operate the Gaming Assets, as defined in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Property and Equipment, Ne t ,” in the same manner as under the previous subconcession, obtain substantially all of the economic benefits and bear all of the risks arising from the use of these assets, as well as assume VML will be successful in being awarded a new concession upon expiry of the current concession, we continue to recognize these Gaming Assets as property and equipment over their remaining estimated useful lives.
The non-cancelable period of our management agreements ranges from 14 to 40 years with various extension provisions and some with early termination options. Each management company receives a base management fee, generally a percentage of revenue as defined. There are also monthly fees for certain support services and some also include incentive fees based on attaining certain financial thresholds.
The non-cancelable periods of our management agreements range from 14 to 40 years with various extension provisions and some with early termination options. Each management company receives a base management fee, generally a percentage of revenue as defined. There are also monthly fees for certain support services and some also include incentive fees based on attaining certain financial thresholds.
We also specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition, collection history and any other 54 Table of Contents known information and adjust the aforementioned reserve with the results from the individual reserve analysis.
We also specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information and adjust the aforementioned reserve with the results from the individual reserve analysis.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $563 million at exchange rates in effect on December 31, 2024), we would be required to pay the difference as the special annual gaming premium.
Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $562 million at exchange rates in effect on December 31, 2025), we would be required to pay the difference as the special annual gaming premium.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts 55 Table of Contents of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies.
Our provision for credit losses from our hotel and other receivables is not material. Litigation Accrual We are subject to various claims and legal actions.
Our provision for credit losses from our hotel and other receivables was not material. Litigation Accrual We are subject to various claims and legal actions.
The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits of being sustained on examination. We recorded unrecognized tax benefits and related interest and penalties of $148 million and $141 million as of December 31, 2024 and 2023, respectively.
The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits of being sustained on examination. We recorded unrecognized tax benefits and related interest and penalties of $157 million and $148 million as of December 31, 2025 and 2024, respectively.
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 Singapore.
Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.3% in Macao and 3.7% for Singapore (through June 30, 2024).
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 net income (loss) before stock-based compensation 44 Table of Conte n ts 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.
Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. For the year ended December 31, 2024, cash generated from operations was $3.20 billion, a decrease of $23 million compared to $3.23 billion for the year ended December 31, 2023.
Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. For the year ended December 31, 2025, cash generated from operations was $3.02 billion, a decrease of $181 million compared to $3.20 billion for the year ended December 31, 2024.
The losses incurred for the year ended December 31, 2024, were primarily due to a $32 million loss at our Macao operations, including $24 million in demolition costs, primarily related to the upgrade of the Venetian Arena and Phase II of The Londoner Macao, a $9 million loss in Singapore, including $7 million in demolition costs related to room renovations at Marina Bay Sands, and a $9 million loss at corporate, primarily due to the sale of an aircraft.
Loss on disposal of assets incurred for the year ended December 31, 2024, was primarily due to a $32 million loss at our Macao operations, including $24 million in demolition costs, primarily related to the upgrade of the Venetian Arena and Phase II of The Londoner Macao, a $9 million loss in Singapore, including $7 million in demolition costs related to room renovations at Marina Bay Sands, and a $9 million loss at corporate, primarily due to the sale of an aircraft.
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 $3.65 billion and restricted cash of $125 million as of December 31, 2024, of which approximately $2.69 billion of the unrestricted amount is held by non-U.S. subsidiaries.
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 $3.84 billion and restricted cash of $125 million as of December 31, 2025, of which approximately $2.45 billion of the unrestricted amount is held by non-U.S. subsidiaries.
Capital Financing Overview We fund our development projects primarily through operating cash flows and borrowings from our debt instruments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt”).
Capital Financing Overview We fund our development projects primarily through operating cash flows and borrowings from our debt instruments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Debt ”).
We could be subject to examination for tax years beginning in 2020 in Macao and Singapore and tax years 2010 through 2015 and 2020 through 2023 in the U.S.
We could be subject to examination for tax years beginning in 2021 in Macao and Singapore and tax years 2010 through 2015 and 2020 through 2024 in the U.S.
(1) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.
Tenant sales per square foot is the sum of reported comparable sales for the trailing twelve months divided by the comparable square footage for the same period.
Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial 44 Table of Contents measures.
Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures.
(5) In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 35.80 billion patacas (approximately $4.48 billion at exchange rates in effect on December 31, 2024) through 2032 on both capital and operating projects, including 33.36 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2024) in non-gaming projects.
(5) In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on December 31, 2025) through 2032 on both capital and operating projects, including 33.39 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2025) in non-gaming projects.
Actual win and hold percentages may vary from our expected win percentage and historical win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 9.5% and 10.8% , respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2024.
Actual win and hold percentages may vary from our expected win percentage and historical win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 9.4% and 12.3% , respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2025.
During the year ended December 31, 2024, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $157 million for our digital gaming related efforts and $65 million in New York and Texas.
During the year ended December 31, 2025, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $193 million for our digital gaming related efforts and $71 million for opportunities in New York and Texas.
As such, this calculation may not be comparable to the NOI of other mall operating companies. 47 Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 A discussion of changes in our results of operations between 2023 and 2022 has been omitted from this Form 10-K and can be found in “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
As such, this calculation may not be comparable to the NOI of other mall operating companies. 47 Table of Conte n ts Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 A discussion of changes in our results of operations between 2024 and 2023 has been omitted from this Form 10-K and can be found in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023” of the Company ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation and the mix of type of gaming tables as of December 31, 2024, the annual premium payable to the 51 Table of Contents Macao government is approximately $41 million for the years ending December 31, 2025 through December 31, 2029, respectively, and $122 million in aggregate thereafter through the termination of the Concession in December 2032.
Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation and the mix of type of gaming tables as of December 31, 2025, the annual premium payable to the Macao government is approximately $40 million for the years ending December 31, 2026 through December 31, 2030, respectively, and $80 million in aggregate thereafter through the termination of the Concession in December 2032.
Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
We also recorded $30 million in imputed interest expense on the VML Concession financial liability in 2024 and 2023 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 —Goodwill and Intangible Assets, Net”).
We also recorded $30 million in imputed interest expense on the Macao Concession financial liability in 2025 and 2024 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Goodwill and Intangible Assets, Net ”).
On February 14, May 15, August 14 and November 13, 2024, we paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program and, for the year ended December 31, 2024, we recorded $591 million as a distribution against retained earnings.
Dividends On February 19, May 14, August 13 and November 12, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, for the year ended December 31, 2025, we recorded $695 million as a distribution against retained earnings.
Casino revenues at our Macao operations increased due to increased table games and slot volumes and Non-Rolling Chip win percentages, partially offset by decreased Rolling Chip win and slot hold percentages. Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes and Non-Rolling win percentage, partially offset by decreased Rolling Chip win percentage.
Casino revenues at our Macao operations increased due to increases in table games and slot volumes and Rolling Chip win percentage, partially offset by decreases in Non-Rolling Chip win and slot hold percentages.
Property and Equipment As of December 31, 2024, we had net property and equipment of $11.99 billion, representing 58.0% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives.
Property and Equipment As of December 31, 2025, we had net property and equipment of $11.67 billion, representing 53.3% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives.
As of December 31, 2024, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 2.51x, 3.22x and 1.49x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.
As of December 31, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.34x, 3.38x and 1.37x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively.
In January 2025, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $179 million) to be paid on February 19, 2025, to stockholders of record on February 10, 2025. We expect this level of dividend to continue quarterly through the remainder of 2025.
In January 2026, our Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $202 million) to be paid on February 18, 2026, to stockholders of record on February 9, 2026. We expect this level of dividend to continue quarterly through the remainder of 2026.
Credit or marker play was 9.5% and 10.8% of table games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2024. Our provision for casino credit losses was 39.0% and 40.2% of gross casino receivables as of December 31, 2024 and 2023, respectively.
Credit or marker play was 9.4% and 12.3% of table games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2025. Our provision for casino credit losses was 26.4% and 39.0% of gross casino receivables as of December 31, 2025 and 2024, respectively.
The increase was primarily due to a $151 million increase at Marina Bay Sands, as a result of the completion of renovations that were placed into service throughout 2023 and 2024.
The increase at Marina Bay Sands was primarily due to the completion of renovations that were placed into service throughout 2024 and 2025.
Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Year Ended December 31, 2024 2023 (In millions) Net cash generated from operating activities $ 3,204 $ 3,227 Cash flows from investing activities: Capital expenditures (1,567) (1,017) Proceeds from disposal of property and equipment 1 3 Acquisition of intangible assets and other (13) (240) Net cash used in investing activities (1,579) (1,254) Cash flows from financing activities: Proceeds from exercise of stock options 1 4 Tax withholding on vesting of equity awards (5) (2) Repurchase of common stock (1,750) (505) Dividends paid (590) (305) Proceeds from debt 1,748 — Repayments of debt (2,074) (2,069) Payments of financing costs (60) (32) Settled contracts for purchase of noncontrolling interest (215) — Unsettled contract for purchase of noncontrolling interest (35) (250) Capped call option contract (48) — Other (32) (29) Net cash used in financing activities $ (3,060) $ (3,188) A discussion of changes in cash flows between 2023 and 2022 has been omitted from this Form 10-K and can be found in “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Liquidity and Capital Resources Cash Flows — Summary Our cash flows consisted of the following: Year Ended December 31, 2025 2024 (In millions) Net cash generated from operating activities $ 3,023 $ 3,204 Cash flows from investing activities: Capital expenditures (1,168) (1,567) Proceeds from disposal of property and equipment 7 1 Acquisition of intangible assets and other (75) (13) Other 19 — Net cash used in investing activities (1,217) (1,579) Cash flows from financing activities: Proceeds from exercise of stock options 264 1 Tax withholding on vesting of equity awards (2) (5) Repurchase of common stock (2,217) (1,750) Dividends paid and noncontrolling interest payments (833) (590) Proceeds from debt 6,781 1,748 Repayments of debt (4,918) (2,074) Payments of financing costs (201) (60) Settled contracts for purchase of noncontrolling interest (483) (215) Unsettled contracts for purchase of noncontrolling interest — (35) Other (34) (80) Net cash used in financing activities $ (1,643) $ (3,060) A discussion of changes in cash flows between 2024 and 2023 has been omitted from this Form 10-K and can be found in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the Company ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Macao room revenues increased due to increases in occupancy rates and ADR, partially offset by decreased available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand.
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, which was completed in April 2025.
(2) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt” for further details on these financing transactions and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases” for further details on finance leases.
(2) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Debt ” for further details on these financing transactions and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 — Leases ” for further details on finance leases.
Year Ended December 31, 2024 2023 (In millions) Consolidated adjusted property EBITDA $ 4,379 $ 4,085 Other Operating Costs and Expenses Stock-based compensation (a) (27) (29) Corporate (290) (230) Pre-opening (14) (15) Development (228) (205) Depreciation and amortization (1,308) (1,208) Amortization of leasehold interests in land (60) (58) Loss on disposal or impairment of assets (50) (27) Operating income 2,402 2,313 Other Non-Operating Costs and Expenses Interest income 275 288 Interest expense, net of amounts capitalized (727) (818) Other income (expense) 10 (8) Income tax expense (208) (344) Net income $ 1,752 $ 1,431 _________________________ a) During the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $78 million and $72 million, respectively, of which $51 million and $43 million, respectively, was included in corporate expense in “Part II — Item 8 — Financial Statements and Supplementary Data — Consolidated Statements of Operations.” Adjusted property EBITDA at our Macao operations increased $103 million compared to the year ended December 31, 2023.
Year Ended December 31, 2025 2024 (In millions) Consolidated adjusted property EBITDA $ 5,232 $ 4,379 Other Operating Costs and Expenses Stock-based compensation (a) (24) (27) Corporate (310) (290) Pre-opening (24) (14) Development (269) (228) Depreciation and amortization (1,464) (1,308) Amortization of leasehold interests in land (76) (60) Loss on disposal or impairment of assets (247) (50) Operating income 2,818 2,402 Other Non-Operating Costs and Expenses Interest income 161 275 Interest expense, net of amounts capitalized (746) (727) Other income (expense) (15) 10 Loss on modification or early retirement of debt (5) — Income tax expense (347) (208) Net income $ 1,866 $ 1,752 _________________________ a) During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $71 million and $78 million, respectively, of which $47 million and $51 million, respectively, was included in corporate expense in “Part II — Item 8 — Financial Statements and Supplementary Data — Consolidated Statements of Operations .” Adjusted property EBITDA at our Macao operations decreased $17 million compared to the year ended December 31, 2024.
We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $314 million and $394 million as of December 31, 2024 and 2023, respectively, and a valuation allowance on certain U.S. foreign tax credit carryforwards of $2.46 billion and $3.49 billion as of December 31, 2024 and 2023, respectively.
We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $242 million and $314 million as of December 31, 2025 and 2024, respectively, and a valuation allowance on foreign tax credit carryforwards, interest expense carryforward, and other U.S. deferred tax assets of $1.69 billion and $2.46 billion as of December 31, 2025 and 2024, respectively.
Included in this amount was $879 million for construction and development activities in Macao, which consisted of $545 million for The Londoner Macao, $262 million for The Venetian Macao, $39 million for The Parisian Macao, $16 million for Sands Macao, $14 million for The Plaza Macao and Four Seasons Macao and $3 million for ferry operations and other, and $648 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property.
Included in this amount was $879 million for construction and development activities in Macao, which consisted of $545 million for The Londoner Macao, $262 million for The Venetian Macao, $39 million for The Parisian Macao and $33 million for other Macao properties, $648 million for construction activities at Marina Bay Sands, primarily due to the room renovations completed across the property, and $40 million for corporate and other costs.
The $15 million increase was primarily driven by increases of $13 million and $2 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was due to an $18 million decrease in collections on previously reserved accounts, partially offset by a $5 million decrease in the provision for the current year.
The provision for credit losses increased due to increases of $53 million and $13 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was due to an increase of $48 million in the provision for the current year and a $5 million decrease in collections on previously reserved accounts.
(4) Based on the 1-month rate as of December 31, 2024, Secured Overnight Financing Rate (“SOFR”) of 4.49%, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 4.58% and Singapore Overnight Rate Average (“SORA”) of 2.11% , plus the applicable interest rate spread in accordance with the respective debt agreements.
(4) Based on the 1-month rate as of December 31, 2025, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 3.08% and Singapore Overnight Rate Average (“SORA”) of 0.89% plus the applicable interest rate spread in accordance with the respective debt agreements.
Loss on disposal or impairment of assets was $50 million for the year ended December 31, 2024, compared to $27 million for the year ended December 31, 2023.
Loss on disposal or impairment of assets was $247 million for the year ended December 31, 2025, compared to $50 million for the year ended December 31, 2024. We had loss on impairments of $191 million for the year ended December 31, 2025.
Our income tax expense was $208 million on income before income taxes of $1.96 billion for the year ended December 31, 2024, resulting in a 10.6% effective income tax rate. This compares to a 19.4% effective income tax rate for the year ended December 31, 2023.
Our income tax expense was $347 million on income before income taxes of $2.21 billion for the year ended December 31, 2025, resulting in a 15.7% effective income tax rate. This compares to a 10.6% effective income tax rate for the year ended December 31, 2024.
We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.65 billion and cash flow generated from operations, as well as $4.44 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit.
We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.84 billion and cash flow generated from operations, as well as $3.67 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities as of the date of this Annual Report on Form 10-K.
We do not expect this liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
We are unable to reasonably estimate the timing of the liability in individual years due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 20 — Segment Information” for discussion of our operating segments): Year Ended December 31, 2024 2023 Percent Change (Dollars in millions) Macao: The Venetian Macao $ 1,093 $ 1,054 3.7 % The Londoner Macao 543 516 5.2 % The Parisian Macao 297 269 10.4 % The Plaza Macao and Four Seasons Macao 321 308 4.2 % Sands Macao 56 59 (5.1) % Ferry Operations and Other 17 18 (5.6) % 2,327 2,224 4.6 % Marina Bay Sands 2,052 1,861 10.3 % Consolidated adjusted property EBITDA (1) $ 4,379 $ 4,085 7.2 % _________________________ (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.
Segment Adjusted Property EBITDA The following table summarizes information related to our segments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 19 — Segment Information ” for discussion of our operating segments): Year Ended December 31, 2025 2024 Dollar Change Percent Change (Dollars in millions) Macao: The Venetian Macao $ 946 $ 1,093 $ (147) (13.4) % The Londoner Macao 778 543 235 43.3 % The Parisian Macao 218 297 (79) (26.6) % The Plaza Macao and Four Seasons Macao 313 321 (8) (2.5) % Sands Macao 31 56 (25) (44.6) % Ferry Operations and Other 24 17 7 41.2 % 2,310 2,327 (17) (0.7) % Marina Bay Sands 2,922 2,052 870 42.4 % Consolidated adjusted property EBITDA (1) $ 5,232 $ 4,379 $ 853 19.5 % _________________________ (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.
Summary We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.65 billion and access to $1.50 billion, $2.51 billion and $433 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2012 Singapore Revolving Facility, respectively, as of December 31, 2024.
We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.84 billion as of December 31, 2025 and access to $1.50 billion, $1.71 billion and $458 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively, as of the date of this Annual Report on Form 10-K.
The increase at Marina Bay Sands was due to a $26 million increase in provision for the current year, partially offset by a $24 million increase in collections on 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.
The increase at our Macao operations was due to a $13 million increase in provision for the current year. 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 $43 million compared to the year ended December 31, 2023.
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.
Lastly, we paid $60 million in deferred offering costs, primarily related to the 2024 SCL Credit Facility and the issuance of the new LVSC Senior Notes, and $32 million in other financial liability payments. Net cash flows used in financing activities were $3.19 billion for the year ended December 31, 2023.
Lastly, we paid $60 million in deferred offering costs, primarily related to the 2024 SCL Credit Facility and the issuance of new LVSC senior notes, and $32 million in other financial liability payments.
These amounts were related to the noncontrolling interest of SCL. 46 Table of Contents Additional Information Regarding our Retail Mall Operations The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 2024 and 2023: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the year ended December 31, 2024 Mall revenues: Minimum rents (1) $ 185 $ 125 $ 45 $ 16 $ 176 Overage rents 13 22 13 3 53 CAM, levies and direct recoveries 32 11 19 8 33 Total mall revenues 230 158 77 27 262 Mall operating expenses: Common area maintenance 15 6 9 5 20 Marketing and other direct operating expenses 9 8 5 3 7 Mall operating expenses 24 14 14 8 27 Property taxes (2) 1 — — — 5 Mall-related expenses (3) $ 25 $ 14 $ 14 $ 8 $ 32 For the year ended December 31, 2023 Mall revenues: Minimum rents (1) $ 168 $ 123 $ 34 $ 18 $ 159 Overage rents 27 54 17 6 62 CAM, levies and direct recoveries 32 10 15 8 33 Total mall revenues 227 187 66 32 254 Mall operating expenses: Common area maintenance 14 5 8 4 23 Marketing and other direct operating expenses 10 11 5 3 6 Mall operating expenses 24 16 13 7 29 Property taxes (2) 1 — — — 6 Mall-related expenses (3) $ 25 $ 16 $ 13 $ 7 $ 35 ____________________ Note: This table excludes the results of our mall operations at Sands Macao.
The decrease of $67 million was primarily due to a decrease in the net income of SCL for the year ended December 31, 2025, and the purchase of additional shares of SCL common stock by us during the year ended December 31, 2025, which resulted in our ownership of SCL having increased from 72.13% as of December 31, 2024 to 74.80% as of December 31, 2025. 46 Table of Conte n ts Additional Information Regarding our Retail Mall Operations The following table summarizes the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 2025 and 2024: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian The Shoppes at Marina Bay Sands (In millions) For the year ended December 31, 2025 Mall revenues: Minimum rents (1) $ 195 $ 117 $ 54 $ 9 $ 194 Overage rents 25 27 16 3 54 CAM, levies and direct recoveries 34 11 22 7 32 Total mall revenues 254 155 92 19 280 Mall operating expenses: Common area maintenance 15 6 9 5 24 Marketing and other direct operating expenses 13 8 5 3 4 Mall operating expenses 28 14 14 8 28 Property taxes (2) 1 — — — 6 Mall-related expenses (3) $ 29 $ 14 $ 14 $ 8 $ 34 For the year ended December 31, 2024 Mall revenues: Minimum rents (1) $ 185 $ 125 $ 45 $ 16 $ 176 Overage rents 13 22 13 3 53 CAM, levies and direct recoveries 32 11 19 8 33 Total mall revenues 230 158 77 27 262 Mall operating expenses: Common area maintenance 15 6 9 5 20 Marketing and other direct operating expenses 9 8 5 3 7 Mall operating expenses 24 14 14 8 27 Property taxes (2) 1 — — — 5 Mall-related expenses (3) $ 25 $ 14 $ 14 $ 8 $ 32 ____________________ Note: This table excludes the results of our mall operations at Sands Macao.
On May 16, 2024, we issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $1.75 billion (see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Debt”).
In May 2025, in an underwritten public offering, we issued two series of senior unsecured notes in an aggregate principal amount of $1.50 billion (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Debt ”).
The net income attributable to our noncontrolling interests was $306 million for the year ended December 31, 2024, compared to $210 million for the year ended December 31, 2023.
The net income attributable to our noncontrolling interests was $239 million for the year ended December 31, 2025, compared to $306 million for the year ended December 31, 2024. These amounts were related to the noncontrolling interest of SCL.
We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards.
We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. 55 Table of Conte n ts Our foreign and U.S. tax rate differential reflects the fact that U.S. tax rates are higher than the statutory tax rates in Singapore and Macao of 17% and 12%, respectively.
The decrease was due to a $20 million decrease at our Macao operations, driven by a decrease in overage rent, which was partially offset by an $8 million increase at Marina Bay Sands, driven by an increase in base rent. 41 Table of Contents 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: Year Ended December 31, 2024 2023 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 230 $ 227 1.3 % Mall gross leasable area (in square feet) 822,424 818,686 0.5 % Occupancy 85.7 % 79.7 % 6.0 pts Base rent per square foot $ 290 $ 283 2.5 % Tenant sales per square foot (1) $ 1,581 $ 1,906 (17.1) % Shoppes at Londoner Total mall revenues $ 77 $ 66 16.7 % Mall gross leasable area (in square feet) 566,251 611,905 (7.5) % Occupancy 72.7 % 59.1 % 13.6 pts Base rent per square foot $ 163 $ 149 9.4 % Tenant sales per square foot (1) $ 1,457 $ 1,796 (18.9) % Shoppes at Parisian Total mall revenues $ 27 $ 32 (15.6) % Mall gross leasable area (in square feet) 296,818 296,352 0.2 % Occupancy 69.4 % 67.2 % 2.2 pts Base rent per square foot $ 99 $ 113 (12.4) % Tenant sales per square foot (1) $ 489 $ 710 (31.1) % Shoppes at Four Seasons Total mall revenues $ 158 $ 187 (15.5) % Mall gross leasable area (in square feet) 261,898 249,373 5.0 % Occupancy 96.5 % 92.9 % 3.6 pts Base rent per square foot $ 636 $ 611 4.1 % Tenant sales per square foot (1) $ 5,379 $ 7,594 (29.2) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 262 $ 254 3.1 % Mall gross leasable area (in square feet) 615,869 615,633 — % Occupancy 99.3 % 99.8 % (0.5) pts Base rent per square foot $ 357 $ 331 7.9 % Tenant sales per square foot (1) $ 2,878 $ 2,991 (3.8) % _________________________ Note: This table excludes the results of our retail outlets at Sands Macao.
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: Year Ended December 31, 2025 2024 Change (Mall revenues in millions) Macao Operations: Shoppes at Venetian Total mall revenues $ 254 $ 230 10.4 % Mall gross leasable area (in square feet) 829,872 822,424 0.9 % Occupancy 89.9 % 85.7 % 4.2 pts Base rent per square foot $ 284 $ 290 (2.1) % Tenant sales per square foot $ 1,894 $ 1,581 19.8 % Shoppes at Londoner (1) Total mall revenues $ 92 $ 77 19.5 % Mall gross leasable area (in square feet) 518,138 566,251 (8.5) % Occupancy 78.6 % 72.7 % 5.9 pts Base rent per square foot $ 184 $ 163 12.9 % Tenant sales per square foot $ 1,589 $ 1,457 9.1 % Shoppes at Parisian (1) Total mall revenues $ 19 $ 27 (29.6) % Mall gross leasable area (in square feet) 256,825 296,818 (13.5) % Occupancy 71.9 % 69.4 % 2.5 pts Base rent per square foot $ 79 $ 99 (20.2) % Tenant sales per square foot $ 458 $ 489 (6.3) % Shoppes at Four Seasons (1) Total mall revenues $ 155 $ 158 (1.9) % Mall gross leasable area (in square feet) 248,304 261,898 (5.2) % Occupancy 95.0 % 96.5 % (1.5) pts Base rent per square foot $ 620 $ 636 (2.5) % Tenant sales per square foot $ 4,375 $ 5,379 (18.7) % Singapore Operations: The Shoppes at Marina Bay Sands Total mall revenues $ 280 $ 262 6.9 % Mall gross leasable area (in square feet) 620,562 615,869 0.8 % Occupancy 97.0 % 99.3 % (2.3) pts Base rent per square foot $ 393 $ 357 10.1 % Tenant sales per square foot $ 2,967 $ 2,878 3.1 % _________________________ Note: This table excludes the results of our retail outlets at Sands Macao.
The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.
We apply standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.
Airlift passenger movement has increased with a total of 68 million passengers having passed through Singapore's Changi Airport during the year ended December 31, 2024, an increase of 14.8% compared to the same period in 2023. Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.
Singapore Airlift passenger movement has increased with a total of 70 million passengers having passed through Singapore’s Changi Airport during the year ended December 31, 2025, an increase of 3.4% compared to the same period in 2024.
For the year ending December 31, 2023, we spent approximately $168 million on these projects. This amount was reviewed and confirmed as qualified spend under the Concession by the Macao government following an audit conducted in July 2024, with results issued in November 2024. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year.
The annual amounts were reviewed and confirmed as qualified spend under the Concession by the Macao government following audits conducted in May 2025 and July 2024, with results issued in November 2025 and 2024, respectively. 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 2024 investments has not yet commenced. We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variable in nature.
We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variable in nature.
Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis.
Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy.
During the year ended December 31, 2023, the costs were primarily related to $109 million for our digital gaming related efforts and $93 million in New York and Texas. Development costs are expensed as incurred. Depreciation and amortization increased $100 million compared to the year ended December 31, 2023.
During the year ended December 31, 2024, the costs were primarily related to $157 million for our digital gaming related efforts and $65 million for opportunities in New York and Texas. Development costs are expensed as incurred. Depreciation and amortization increased, primarily due to increases of $119 million and $36 million at Marina Bay Sands and our Macao operations, respectively.
(7) Under the Handover Record, we are required to make annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $94 and $313 , respectively, at exchange rates in effect on December 31, 2024).
(7) Under the Handover Record, we are required to make annual payments of 2,500 patacas (approximately $312 at exchange rates in effect on December 31, 2025) per square meter for the following seven years. Beginning in 2027, the annual payment will be adjusted with the Macao average price index of the corresponding preceding year.
The increase was primarily due to $22 million related to the shareholder dividend tax agreement with the Macao government ($10 million of which related to the year ended December 31, 2023), which agreement was finalized on February 7, 2024, and covers the years from 2023 to 2025, a $20 million increase in payroll and a $12 million charitable contribution commitment to the University of Nevada, Las Vegas to establish the Sands Institute for Chinese Language and Culture.
Corporate expenses increased primarily due to increases of $24 million in corporate branding costs driven by the NBA China Games in October 2025 and $18 million in payroll and related expenses, partially offset by a $12 million charitable contribution commitment to the University of Nevada, Las Vegas to establish the Sands Institute for Chinese Language and Culture in 2024 and 43 Table of Conte n ts $10 million incurred during the three months ended March 31, 2024, related to a shareholder dividend tax agreement with the Macao government, which was finalized in February 2024 and covers the years 2023 to 2025.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases” for further details on operating leases. (9) Mall deposits consist of refundable security deposits received from mall tenants. (10) Primarily consists of all other non-cancellable contractual obligations and primarily relates to certain hotel management and service agreements, as described below.
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 — Leases ” for further details on operating leases. (9) Mall deposits consist of refundable security deposits received from mall tenants.
This increase was partially offset by a $55 million decrease at our Macao operations primarily due to assets fully depreciated during the prior year and throughout 2024 and a reduction in accelerated depreciation in 2024 primarily related to the Sheraton towers and Venetian Arena, partially offset by an increase in depreciation for assets placed into service during the current year.
The increase at our Macao operations was driven by $112 million in new assets placed into service throughout 2024 and 2025, mainly related to Phase II of The Londoner Macao project and the Venetian Arena, partially offset by a decrease of $81 million in depreciation due to assets fully depreciated during 2024 and throughout 2025, including Sheraton-related assets fully depreciated in connection with Phase II of The Londoner Macao project.
The decrease compared to the year ended December 31, 2023, was primarily attributable to a decrease in cash available to invest in the U.S. due to share repurchases, dividends and development-related spend in the last twelve months.
Other Factors Affecting Earnings Interest income was $161 million for the year ended December 31, 2025, compared to $275 million for the year ended December 31, 2024, a decrease of $114 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.
The increase was primarily attributable to increases of $283 million and $99 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues across our properties, a 1% increase in goods and services tax as of January 1, 2024, and an increased tax rate from 8% to 12% on premium play during November and December 2024 due to the tiered tax structure in Singapore.
The increase at Marina Bay Sands was primarily attributable to an increase of $302 million 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 2025 (compared to the increased tax rate beginning in November 2024 in the prior year) due to the tiered tax structure in Singapore, and a $33 million increase in payroll and related expenses.
Room expenses increased $30 million compared to the year ended December 31, 2023. The increase was due to increases of $18 million and $12 million at Marina Bay Sands and our Macao operations, respectively, driven by higher costs associated with new and elevated rooms introduced at Marina Bay Sands throughout 2023 and 2024 and increased occupancy in Macao.
Room expenses increased due to increases of $21 million and $18 million at Marina Bay Sands and our Macao operations, respectively. The 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, which concluded in April 2025.
The increase was primarily due to increased revenues across our operations driven by increased visitation at our Integrated Resorts in Macao. Adjusted property EBITDA at Marina Bay Sands increased $191 million compared to the year ended December 31, 2023.
Adjusted property EBITDA at Marina Bay Sands increased $870 million compared to the year ended December 31, 2024. The increase was primarily due to an increase in our casino operations, driven by overall increase in win and hold percentages and table games and slot volumes.
Pre-opening expenses for the year ended December 31, 2023, primarily related to the grand opening of The Londoner Macao and new guest rooms at Marina Bay Sands. Development expenses were $228 million for the year ended December 31, 2024, compared to $205 million for the year ended December 31, 2023.
Pre-opening expenses were $10 million and $4 million at Marina Bay Sands and our Macao operations, respectively, for the year ended December 31, 2024, primarily related to $6 million in property taxes related to the MBS Expansion Project, as well as the new guest rooms at Marina Bay Sands, and $2 million in payroll expenses at the Londoner Grand in Macao.
The following table summarizes the results of our room activity : 40 Table of Contents Year Ended December 31, 2024 2023 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 210 $ 191 9.9 % Occupancy rate 98.1 % 94.5 % 3.6 pts Average daily room rate (ADR) $ 203 $ 208 (2.4) % Revenue per available room (RevPAR) $ 199 $ 196 1.5 % The Londoner Macao (1) Total room revenues $ 302 $ 324 (6.8) % Occupancy rate 96.4 % 80.4 % 16.0 pts Average daily room rate (ADR) $ 216 $ 196 10.2 % Revenue per available room (RevPAR) $ 208 $ 158 31.6 % The Parisian Macao Total room revenues $ 137 $ 135 1.5 % Occupancy rate 97.3 % 93.0 % 4.3 pts Average daily room rate (ADR) $ 153 $ 158 (3.2) % Revenue per available room (RevPAR) $ 149 $ 147 1.4 % The Plaza Macao and Four Seasons Macao Total room revenues $ 107 $ 94 13.8 % Occupancy rate 91.1 % 81.5 % 9.6 pts Average daily room rate (ADR) $ 486 $ 485 0.2 % Revenue per available room (RevPAR) $ 443 $ 396 11.9 % Sands Macao Total room revenues $ 18 $ 17 5.9 % Occupancy rate 99.0 % 95.8 % 3.2 pts Average daily room rate (ADR) $ 174 $ 171 1.8 % Revenue per available room (RevPAR) $ 172 $ 164 4.9 % Singapore Operations: Marina Bay Sands (2) Total room revenues $ 500 $ 443 12.9 % Occupancy rate 94.8 % 96.3 % (1.5) pts Average daily room rate (ADR) $ 826 $ 631 30.9 % Revenue per available room (RevPAR) $ 783 $ 608 28.8 % _________________________ (1) During the year ended December 31, 2024, a daily average of approximately 1,850 rooms were excluded from available rooms in connection with the renovations related to the conversion of the Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao.
The following table summarizes the results of our room activity : Year Ended December 31, 2025 2024 Change (Room revenues in millions) Macao Operations: The Venetian Macao Total room revenues $ 208 $ 210 (1.0) % Occupancy rate 98.8 % 98.1 % 0.7 pts Average daily room rate (ADR) $ 200 $ 203 (1.5) % Revenue per available room (RevPAR) $ 198 $ 199 (0.5) % The Londoner Macao Total room revenues $ 375 $ 302 24.2 % Occupancy rate 96.3 % 96.4 % (0.1) pts Average daily room rate (ADR) $ 269 $ 216 24.5 % Revenue per available room (RevPAR) $ 259 $ 208 24.5 % The Parisian Macao Total room revenues $ 137 $ 137 — % Occupancy rate 98.8 % 97.3 % 1.5 pts Average daily room rate (ADR) $ 150 $ 153 (2.0) % Revenue per available room (RevPAR) $ 149 $ 149 — % The Plaza Macao and Four Seasons Macao Total room revenues $ 115 $ 107 7.5 % Occupancy rate 94.4 % 91.1 % 3.3 pts Average daily room rate (ADR) $ 503 $ 486 3.5 % Revenue per available room (RevPAR) $ 475 $ 443 7.2 % Sands Macao Total room revenues $ 18 $ 18 — % Occupancy rate 99.0 % 99.0 % — pts Average daily room rate (ADR) $ 171 $ 174 (1.7) % Revenue per available room (RevPAR) $ 169 $ 172 (1.7) % Singapore Operations: Marina Bay Sands Total room revenues $ 569 $ 500 13.8 % Occupancy rate 95.3 % 94.8 % 0.5 pts Average daily room rate (ADR) $ 944 $ 826 14.3 % Revenue per available room (RevPAR) $ 900 $ 783 14.9 % Food and beverage revenues increased due to increases of $27 million and $10 million at Marina Bay Sands and our Macao operations, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on balances as of December 31, 2024, a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $18 million (net of the impact from the foreign currency swap agreements).
Biggest changeBased on balances as of December 31, 2025, a hypothetical 10% adverse change in the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $34 million, and a hypothetical 1% adverse change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $14 million (net of the impact from the foreign currency swap agreements).
The estimated fair value of our debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our debt to change by $294 million.
The estimated fair value of our debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our debt to change by $259 million.
The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations. 56 Table of Contents
The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations. 56 Table of Conte n ts
Our primary exposures to market risk are interest rate risk associated with our debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar instruments.
Our primary exposures to market risk are interest rate risk associated with our debt and foreign currency exchange rate risk associated with our operations outside the U.S., which we may manage through the use of futures, options, caps, forward contracts and similar instruments.
A hypothetical 100 basis point change in SOFR, HIBOR and SORA would cause our annual interest cost on our debt to change by approximately $26 million. Foreign currency transaction gains for the year ended December 31, 2024, were $15 million primarily due to U.S. dollar denominated debt issued by SCL.
A hypothetical 100 basis point change in HIBOR and SORA would cause our annual interest cost on our debt to change by approximately $54 million. Foreign currency transaction losses for the year ended December 31, 2025, were $21 million primarily due to U.S. dollar denominated debt issued by SCL.
We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. As of December 31, 2024, the estimated fair value of our debt was approximately $13.35 billion, compared to its contractual value of $13.69 billion.
We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. As of December 31, 2025, the estimated fair value of our debt, excluding finance leases, was approximately $15.78 billion, compared to its contractual value of $15.77 billion.
We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. There were no material balances denominated in U.S. dollars related to our Singapore operations as of December 31, 2024; however, these balances fluctuate to support our operations.
We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates.

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