Las Vegas Sands LVS · USD

Segment InformationThe Company views each of its operating properties as a reportable segment, which have been identified based on various factors such as regulatory environment, geography and the level at which the information is reviewed by the Company’s chief operating decision maker (the “CODM”). The Company’s CODM is its Chief Executive Officer. The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company’s reportable segments are: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other (which includes construction and development activities for projects under development not included in its reportable segments) to reconcile to the consolidated results of operations and financial condition. The Company’s reportable segments are not aggregated.The Company’s reportable segments generate revenue from casino wagers, room sales, food and beverage and retail transactions, rental income from mall tenants, convention sales and entertainment and ferry ticket sales.The accounting policies applied to the segments are the same as those described in the summary of significant accounting policies (see “Note 2 — Summary of Significant Accounting Policies”). The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. Intersegment transactions, with the exception of intercompany royalties, are not eliminated from segment results as management considers those transactions in assessing the results of the respective segments.The CODM assesses the performance of each segment and allocates resources to each segment based on adjusted property EBITDA. Consolidated adjusted property EBITDA, which is a supplemental non-GAAP financial measure, is net income (loss) from continuing operations before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes.

Commitments and ContingenciesLitigationThe Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) filed a claim with the Macao First Instance Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort (“VCR”) (collectively, the “Defendants”) for 3.0 billion patacas (approximately $374 million at exchange rates in effect on December 31, 2025), which alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On March 24, 2014, the Macao First Instance Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings. On May 8, 2014, AAEC lodged an appeal against that decision.On June 5, 2015, the U.S. Defendants applied to the Macao First Instance Court to dismiss the claims against them as res judicata based on the dismissal of prior action in the United States that had alleged similar claims. On March 16, 2016, the Macao First Instance Court dismissed the defense of res judicata. An appeal against that decision was lodged by U.S. Defendants on April 7, 2016. At the end of December 2016, all the appeals were transferred to the Macao Second Instance Court.Evidence gathering by the Macao First Instance Court commenced by letters rogatory, which was completed on March 14, 2019.On July 15, 2019, AAEC submitted a request to the Macao First Instance Court to increase the amount of its claim to 96.45 billion patacas (approximately $12.03 billion at exchange rates in effect on December 31, 2025), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022.

DebtDebt consists of the following:Stated Interest Rate(1)December 31,20252024(In millions)Corporate and U.S. Related:LVSC Senior Notes(2)Notes due June 20252.900 %$— $500 Notes due August 20263.500 %1,000 1,000 Notes due June 20275.900 %750 750 Notes due June 20285.625 %1,000 — Notes due August 20296.000 %500 500 Notes due August 20293.900 %750 750 Notes due June 20306.000 %500 — Notes due August 20346.200 %500 500 Finance leases(3)121 115 Macao Related:SCL Senior Notes(2)Notes due August 20255.125 %— 1,625 Notes due January 20263.800 %800 800 Notes due March 20272.300 %700 700 Notes due August 20285.400 %1,900 1,900 Notes due March 20292.850 %650 650 Notes due June 20304.375 %700 700 Notes due August 20313.250 %600 600 2024 SCL Term Loan Facility(4)(5)4.764 %1,614 — Finance Leases(3)35 12 Singapore Related:2012 Singapore Term Facility(4)— 2,668 2012 Singapore Delayed Draw Term Facility(4)— 46 2025 Singapore Term Loan Facility(4)(5)2.405 %2,875 — 2025 Singapore Delayed Draw Term Loan Facility(4)(5)2.405 %931 — Finance leases(3)1 1 Total15,927 13,817 Unamortized debt discount and issuance costs(6)(143)(65)Total carrying amount of debt15,784 13,752 Less — current maturities(1,128)(3,160)Total debt$14,656 $10,592 ____________________(1)The stated interest rate represents the coupon rate for each of the senior notes. For floating-rate debt, interest rates are the rates in effect as of December 31, 2025; these rates are not necessarily an indication of future interest rates. The effective interest rate for each issuance of debt approximates the stated interest rate.(2)These notes are senior unsecured obligations with no interim principal payments and interest is payable semi-annually in arrears. None of LVSC’s or SCL’s subsidiaries guarantee the respective notes.(3)The finance leases range in maturities from 2026 through 2066.(4)For the 2024 SCL Term Loan Facility and the Singapore credit facilities, interest is payable monthly and quarterly, respectively.(5)The 2024 SCL Term Loan facility matures in June 2030 and both the 2025 Singapore Term Loan Facility and the 2025 Singapore Delayed Draw Term Loan Facility mature in February 2032.

Income TaxesIncome before taxes and noncontrolling interests for domestic and foreign operations is as follows:Year Ended December 31,202520242023(In millions)Foreign$2,691 $2,129 $1,889 Domestic(478)(169)(114)Total income before income taxes $2,213 $1,960 $1,775 The components of income tax expense are as follows:Year Ended December 31,202520242023(In millions)Foreign:Current$405 $193 $270 Deferred(22)6 32 Total383 199 302 Federal:Current2 11 30 Deferred(38)(2)12 Total(36)9 42 Total income tax expense$347 $208 $344 The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:Year Ended December 31,202520242023DollarsPercentDollarsPercentDollarsPercent(Dollars in millions)U.S. federal statutory tax rate$465 21.0 %$412 21.0 %$373 21.0 %Foreign tax effectsMacaoTax rate differential(83)(3.7)%(93)(4.7)%(69)(3.9)%Changes in valuation allowances70 3.2 %66 3.4 %78 4.4 %Tax exempt gaming operations income(139)(6.3)%(207)(10.6)%(73)(4.1)%Tax exempt rental income(53)(2.4)%(50)(2.6)%(54)(3.0)%Other3 0.1 %10 0.5 %5 0.3 %SingaporeTax rate differential(75)(3.4)%(47)(2.4)%(45)(2.5)%Nondeductible fixed assets34 1.5 %33 1.7 %28 1.6 %Other39 1.8 %23 1.2 %33 1.9 %Other foreign jurisdictions22 1.0 %16 0.8 %2 0.1 %Effect of cross-border tax lawsGlobal intangible low-taxed income55 2.5 %43 2.2 %63 3.5 %Other— — %2 0.1 %4 0.2 %Tax credits(16)(0.7)%(15)(0.8)%(12)(0.7)%Changes in valuation allowances14 0.6 %(2)(0.1)%(3)(0.2)%Nontaxable or nondeductible items4 0.2 %12 0.6 %6 0.3 %Other adjustments(2)(0.1)%(2)(0.1)%— — %Changes in unrecognized tax benefits9 0.4 %7 0.4 %8 0.5 %Effective tax rate$347 15.7 %$208 10.6 %$344 19.4 %The Company’s tax rate differential reflects the fact that the U.S. tax rate of 21% is higher than the statutory tax rates in Singapore and Macao of 17% and 12%, respectively.The Company enjoys an income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through December 31, 2027. Net income attributable to LVSC would have been reduced by $90 million, $129 million and $46 million and diluted earnings per share would have been reduced by $0.13, $0.17 and $0.06 per share for the years ended December 31, 2025, 2024 and 2023, respectively, without the consideration of the income tax exemption in Macao.

Stock-Based CompensationThe Company has two equity plans that allow for the grants of stock-based compensation awards of the Company’s common stock and ordinary shares of SCL (the “2004 Plan” and the “SCL Equity Plan,” respectively), which are described below. The 2004 Plan provides for the granting of equity awards pursuant to the applicable provisions of the Internal Revenue Code and regulations in the United States.Las Vegas Sands Corp. 2004 Equity Award PlanThe 2004 Plan gives the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and provides the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan originally provided for an aggregate of approximately 26 million shares of the Company’s common stock to be available for awards. The 2004 Plan originally had a term of ten years, but in June 2014, the Company’s Board of Directors approved an amendment to the 2004 Plan, extending the term to December 2019. In May 2019, the Board of Directors and stockholders approved the adoption of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “Amended 2004 Plan”), which extended the term of the 2004 Plan through December 2024 and increased the number of shares of common stock available for grants by 10 million shares. In May 2024, the Company’s Board of Directors approved an amendment to the Amended 2004 Plan, which extended the term to December 2029 and increased the number of shares of common stock available for grants by 10 million shares. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2025, there were approximately 11.6 million shares available for grant under the Amended 2004 Plan.Stock option awards are granted with an exercise price equal to the fair market value (as defined in the Amended 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over three to five years and have a contractual term of ten years.

LeasesLesseeThe Company has operating and finance leases for various real estate (including leasehold interests in land) and equipment. Certain of these lease agreements include rental payments adjusted periodically for inflation, rental payments based on usage and rental payments contingent on certain events occurring. Certain of the Company’s leases include options to extend the lease term by one month to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.Nassau ColiseumIn conjunction with the Nassau Coliseum transaction, the seller assigned to the Company its lease of the land on which the related assets, including the Nassau Coliseum and other improvements, are affixed (the “Original Lease”). Immediately following this assignment, the Company entered into a new land lease agreement with Nassau County, for the use and exclusive right to develop and operate assets on the land for 99 years (the “99-Year Lease”), which commenced on June 2, 2023.On April 18, 2023, Hofstra University (“Hofstra”) filed a petition against the Nassau County Planning Commission (the “Planning Commission”) in the New York Supreme Court, County of Nassau, asserting, among other things, that certain meetings held by the Planning Commission concerning the 99-Year Lease and certain related transactions were not properly noticed and/or held, and that appropriate materials concerning the meetings were not made available to the public by the Planning Commission in connection with the meetings. On May 31, 2023, Hofstra filed an amended petition that, among other things, added additional respondents and sought to invalidate certain votes held by Nassau County and the Nassau County Legislature. Neither the original petition nor the amended petition named the Company as a respondent to the proceeding. In a decision and order dated November 9, 2023, the New York Supreme Court annulled various votes held by the Nassau County Legislature, annulled the 99-Year Lease and remitted the matter to the Planning Commission and the Nassau County Legislature to conduct a proper public hearing in accordance with all relevant statutes and rules, including the Nassau County Administrative Code and the Open Meetings Law, and for the issuance of a positive declaration pursuant to the New York State Environmental Quality Review Act and for the preparation of an Environmental Impact Statement.

We, together with our third-party vendors, employ information technology including networks, systems, and applications to support our business processes and decision-making across the Company. Our information technology is connected to support the flow of information across our business processes. As such, our information technology infrastructure is susceptible to cybersecurity threats.We maintain detailed technology and cybersecurity programs to manage information security risk within the Company. We rely on both proprietary and commercially available systems, software, and tools to protect and monitor the processing, transmission, and storage of Company data and both customer and team member information. The objectives of our programs are to:•protect the confidentiality, integrity, and availability of data, •protect against anticipated threats, •protect against unauthorized access to our information technology systems,•safeguard assets, and•maintain resiliency and recovery plans regarding Company informational technology.To meet these objectives and oversee the programs, we employ a Chief Information Security Officer (“CISO”). 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. The CISO works closely with the head of information technology and the data privacy officer to collectively manage our global cybersecurity, information technology and data privacy programs. Our cybersecurity programs are informed by or aligned to the ISO/IEC 27001 security framework, an internationally recognized standard. As part of our programs, we assess our third-party vendors for relevant risks which may impact the Company.We also engage third-party providers to perform periodic risk-based assessments of our cybersecurity programs, and also leverage our internal audit department, supported by third-party technical experts, to conduct periodic risk-based audits of our cybersecurity programs.

Noncontrolling Interests in SCLDividendsOn June 20 and September 12, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which the Company retained $380 million during the year ended December 31, 2025).Purchases of Noncontrolling InterestIn December 2023 and September 2024, the Company’s wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into share purchase agreements with financial institutions (the “Dealers”) relating to the purchase of the common stock of SCL (the “December 2023 Purchase Agreement” and the “September 2024 Purchase Agreement,” respectively). Pursuant to the terms of these agreements, VVDI II made up-front payments of HKD 1.95 billion and HKD 800 million, respectively, (approximately $250 million and $103 million, respectively, at exchange rates as of the date of the transaction) to the Dealers in December 2023 and September 2024, respectively (the “December 2023 Maximum Notional Amount” and the “September 2024 Maximum Notional Amount,” respectively). Once the up-front payments were made, VVDI II had no further obligation to provide any additional consideration to the Dealers. Due to the SCL share price exceeding the cap amount (as defined) during the term of the September 2024 Purchase Agreement, approximately $59 million in unused portions of the September 2024 Maximum Notional Amount was returned to VVDI II in the form of cash. The number of shares actually delivered to the Company by the Dealers was based on the volume-weighted average share price (the “VWAP”) of SCL’s common stock during the term of the agreements, subject to the cap amount, less an agreed discount. The December 2023 and September 2024 purchase agreements concluded in April and October 2024, respectively, with the Dealers having delivered 90 million and 23 million shares, respectively, of SCL common stock to the Company at an average price paid per share of HKD 21.57 and HKD 14.64, respectively.During October 2024, December 2024, April 2025, June 2025 and September 2025, VVDI II entered into share purchase agreements with financial institutions (the “Agents”) for the purchase of the common stock of SCL (collectively, the “SCL VWAP Purchase Agreements”). Pursuant to the terms of the SCL VWAP Purchase Agreements, VVDI II made up-front payments of HKD 2.85 billion and HKD 1.