LAS VEGAS SANDS CORP
For the period ended Dec 31, 2025. Filed Feb 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 6, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Debt
Note 11 —Debt
Debt consists of the following:
| Stated Interest Rate(1) · December 31, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| (In millions) | |||
| Corporate and U.S. Related: | |||
| LVSC Senior Notes(2) | |||
| Notes due June 2025 | 2.900% | $— | $500 |
| Notes due August 2026 | 3.500% | 1,000 | 1,000 |
| Notes due June 2027 | 5.900% | 750 | 750 |
| Notes due June 2028 | 5.625% | 1,000 | — |
| Notes due August 2029 | 6.000% | 500 | 500 |
| Notes due August 2029 | 3.900% | 750 | 750 |
| Notes due June 2030 | 6.000% | 500 | — |
| Notes due August 2034 | 6.200% | 500 | 500 |
| Finance leases(3) | 121 | 115 | |
| Macao Related: | |||
| SCL Senior Notes(2) | |||
| Notes due August 2025 | 5.125% | — | 1,625 |
| Notes due January 2026 | 3.800% | 800 | 800 |
| Notes due March 2027 | 2.300% | 700 | 700 |
| Notes due August 2028 | 5.400% | 1,900 | 1,900 |
| Notes due March 2029 | 2.850% | 650 | 650 |
| Notes due June 2030 | 4.375% | 700 | 700 |
| Notes due August 2031 | 3.250% | 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 | |
| Total | 15,927 | 13,817 | |
| Unamortized debt discount and issuance costs(6) | (143) | (65) | |
| Total carrying amount of debt | 15,784 | 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 withno 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.
(6)Unamortized deferred financing costs of $146 million and $76 million as of December 31, 2025 and 2024, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the 2025 Singapore Delayed Draw Term Facility are included in “Other assets, net” and “Prepaid expenses and other” in the accompanying consolidated balance sheets.
Corporate and U.S. Related Debt
LVSC Senior Notes
Each series of LVSC senior notes ranks equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any.
In May 2025, in an underwritten public offering, LVSC issued two series of senior unsecured notes in an aggregate principal amount of $1.50 billion, consisting of $1.0 billion of 5.625% Senior Notes due June 15, 2028, and $500 million of 6.000% Senior Notes due June 14, 2030. The net proceeds from the offering were used in June 2025 to redeem in full the outstanding principal amount of the $500 million 2.900% LVSC Senior Notes due June 25, 2025 and any accrued interest, and to pay transaction-related fees and expenses. The remaining proceeds were used for general corporate purposes, including share repurchases.
2024 LVSC Revolving Facility
In April 2024, LVSC entered into a revolving credit agreement (the “2024 LVSC Revolving Credit Agreement”), which provides unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “2024 LVSC Revolving Facility”), until April 3, 2029, and includes a $150 million sub-facility for letters of credit. LVSC may utilize the proceeds of the loans for general corporate purposes and working capital requirements of LVSC and its subsidiaries and any other purpose not prohibited by the 2024 LVSC Revolving Credit Agreement.
The loans made under the 2024 LVSC Revolving Credit Agreement will bear interest at LVSC’s option at either, (x) an adjusted Secured Overnight Financing Rate (“SOFR”), plus an applicable margin ranging from 1.125% to 1.550% per annum, or (y) at an alternate base rate, plus an applicable margin ranging from 0.125% to 0.550% per annum, in each case, depending on LVSC’s corporate family credit rating. Under the 2024 LVSC Revolving Credit Agreement, LVSC must pay a commitment fee quarterly in arrears on the undrawn portion of the revolving commitments, which commitment fee ranges from 0.125% to 0.250% per annum, depending on LVSC’s corporate family credit rating and was 0.200% as of December 31, 2025.
As of December 31, 2025, the Company had$1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.
Macao Related Debt
SCL Senior Notes
Each series of SCL senior notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any. The SCL senior notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries.
Upon the occurrence of certain events described in the SCL senior notes indentures, the interest rate on the SCL senior notes may be adjusted.
During the year ended December 31, 2025, proceeds from the draw down of the 2024 SCL Term Loan Facility and cash on hand, as described below, were used to redeem in full the remaining principal amount of the $1.80 billion 5.125% SCL Senior Notes due August 8, 2025, amounting to $1.63 billion (the “2025 SCL Senior Notes”) and any accrued interest. In January 2026, proceeds from the draw down of the 2024 SCL Revolving Facility and cash on hand, as described below, were used to redeem the outstanding principal amount of the $800 million 3.800% SCL Senior Notes due January 8, 2026 (the “2026 SCL Senior Notes”) and any accrued interest. The portion of the 2026 SCL Senior Notes paid using the proceeds from the 2024 SCL Revolving Facility were classified as noncurrent in the accompanying consolidated balance sheets as of December 31, 2025.
2024 SCL Credit Facility
In October 2024, SCL entered into a facility agreement (the “2024 SCL Credit Facility”), which provides for an HKD 19.50 billion (approximately $2.51 billion at exchange rates in effect on December 31, 2025) unsecured revolving credit facility (the “2024 SCL Revolving Facility”). SCL may draw revolving loans under the 2024 SCL Revolving Facility from time to time until September 24, 2029, for general corporate and working capital requirements of SCL and its subsidiaries, subject to certain restrictions set forth in the 2024 SCL Credit Facility. The final maturity date of all loans drawn under the 2024 SCL Revolving Facility is October 23, 2029.
The 2024 SCL Credit Facility also made available an HKD 12.95 billion (approximately $1.66 billion at exchange rates in effect on December 31, 2025) unsecured term loan facility (the “2024 SCL Term Loan Facility”) for the purpose of repaying amounts outstanding under its 2025 SCL Senior Notes. During the year ended December 31, 2025, the Company drew down HKD 12.75 billion (approximately$1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, the proceeds from which together with cash on hand, were used to redeem the 2025 SCL Senior Notes.
Loans under the 2024 SCL Credit Facility will bear interest calculated by reference to the Hong Kong interbank offered rate plus a margin that is, in the case of the 2024 SCL Revolving Facility, determined by reference to the consolidated leverage ratio as defined therein. The initial margin for revolving loans drawn under the 2024 SCL Revolving Facility is 2.50% per annum. The margin for the term loan drawn under the 2024 SCL Term Loan Facility is 1.65% per annum. SCL is also required to pay a commitment fee of 0.60% per annum on the undrawn amounts under the 2024 SCL Credit Facility and other customary fees.
SCL is required to pay interim quarterly amortization payments of HKD 96 million (approximately$12 million at exchange rates in effect on December 31, 2025) under the 2024 SCL Term Loan Facility.
As of December 31, 2025, the Company had HKD 19.50 billion (approximately$2.51 billion at exchange rates in effect on December 31, 2025) of available borrowing capacity under the 2024 SCL Revolving Facility.
In January 2026, the Company drew down HKD 6.20 billion (approximately$797 million at exchange rates in effect at the time of the transaction) under the 2024 SCL Revolving Facility, the proceeds from which, together with cash on hand, were used to redeem the 2026 SCL Senior Notes.
Singapore Related Debt
2012 Singapore Credit Facility
In February 2025, MBS entered into a new credit facility, as further described below, and the 2012 Singapore Credit Facility was terminated using the proceeds from the new credit facility. As a result, the Company recorded a $5 million loss on modification or early retirement of debt during the year ended December 31, 2025.
2025 Singapore Credit Facility
In February 2025, MBS entered into a new facility agreement (the “2025 Singapore Credit Facility”), which provides for an SGD 3.75 billion (approximately $2.92 billion at exchange rates in effect on December 31, 2025) term loan (the “2025 Singapore Term Loan Facility”), an SGD 750 million (approximately $584 million at exchange rates in effect on December 31, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”), part of which may be designated as an ancillary facility, and an SGD 7.50 billion (approximately $5.84 billion at exchange rates in effect on December 31, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility,” and together with the 2025 Singapore Term Loan Facility and the 2025 Singapore Revolving Facility, the “Facilities”).
In February 2025, MBS drew the full amount of the 2025 Singapore Term Loan Facility and SGD 62 million (approximately $46 million at exchange rates in effect at the time of the transaction) from the 2025 Singapore Delayed Draw Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility. In April 2025, the Company drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.
The proceeds from the 2025 Singapore Revolving Facility may be used to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes. The 2025 Singapore Revolving Facility is available to MBS to be drawn until July 28, 2031.
The proceeds from the 2025 Singapore Delayed Draw Term Loan Facility may be used to finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project. The 2025 Singapore Delayed Draw Term Loan Facility is available to MBS until the earlier of (1) the date which is twelve months after the date on which certain parts of the MBS Expansion Project are issued a temporary occupation permit; (2) the date which MBS and the STB agree as the date that MBS must complete construction of the MBS Expansion Project; or (3) January 29, 2032.
The obligations under the 2025 Singapore Credit Facility are secured by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures, fittings and equipment that are financed by third parties and certain other excluded assets.
Borrowings under the Facilities for outstanding loans will bear interest at the Compounded Singapore Overnight Rate Average, plus a variable margin (the “Margin”), which is determined based on MBS’s consolidated leverage ratio. MBS pays a commitment fee on all undrawn amounts under the 2025 Singapore Revolving Facility and the 2025 Singapore Delayed Draw Term Loan Facility equal to 35% or 40% of the applicable Margin depending on the percentage utilization of each respective facility, which was 0.48% as of December 31, 2025.
The 2025 Singapore Term Loan Facility, the 2025 Singapore Revolving Facility and the 2025 Singapore Delayed Draw Term Loan Facility mature on February 29, 2032, August 28, 2031, and February 29, 2032, respectively. In relation to the 2025 Singapore Term Loan Facility and the 2025 Singapore Delayed Draw Term Loan Facility, commencing on May 31, 2025 and May 31, 2030, respectively, and at the end of each three-month period thereafter, MBS is required to repay interim quarterly amortization payments equal to a certain percentage (as set forth in the 2025 Singapore Credit Facility agreement) of the outstanding principal amount of such facility. The outstanding aggregate principal balance of each of the Facilities is due in full on the respective maturity dates applicable to such facility.
MBS is required to prepay amounts outstanding under the Facilities with (i) a percentage of the net proceeds from the sale of certain assets outside of the ordinary course of business (subject to a reinvestment right and certain limited exceptions), (ii) the proceeds of new indebtedness other than certain permitted indebtedness and (iii) any net proceeds received in connection with the cancellation, suspension, non-issue, variation or revocation of the MBS gaming license.
As of December 31, 2025, MBS had SGD 588 million (approximately$458 million at exchange rates in effect on December 31, 2025) of available borrowing capacity under the 2025 Singapore Revolving Facility, net of outstanding letters of credit of SGD 162 million (approximately$126 million atexchange rates in effect on December 31, 2025).
As of December 31, 2025, SGD 6.30 billion (approximately $4.91 billion at exchange rates in effect on December 31, 2025) remains available to be drawn under the 2025 Singapore Delayed Draw Term Loan Facility.
Debt Covenant Compliance
The senior notes and LVSC, SCL and Singapore credit facilities generally contain various covenants, including covenants which pertain to leverage ratios and interest coverage ratios. As of December 31, 2025, management believes the Company was in compliance with all debt covenants.
Cash Flows from Financing Activities
Cash flows from financing activities related to debt and finance lease obligations are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| Proceeds from LVSC Senior Notes | $1,499 | $1,748 | $— |
| Proceeds from 2025 Singapore Credit Facility | 3,645 | — | — |
| Proceeds from 2024 SCL Term Loan Facility | 1,637 | — | — |
| $6,781 | $1,748 | $— | |
| Repayments on SCL Senior Notes | $(1,625) | $(174) | $— |
| Repayments on LVSC Senior Notes | (500) | (1,750) | — |
| Repayments on 2012 Singapore Credit Facility | (2,708) | (139) | (62) |
| Repayments on 2025 Singapore Credit Facility | (43) | — | — |
| Repayments on 2018 SCL Credit Facility | — | — | (1,948) |
| Repayments on 2024 SCL Term Loan Facility | (25) | — | — |
| Repayments on finance leases and other debt | (17) | (11) | (59) |
| $(4,918) | $(2,074) | $(2,069) | |
Scheduled Maturities of Debt
Maturities of debt outstanding (excluding finance leases) as of December 31, 2025, are summarized as follows:
| Debt | |
|---|---|
| (In millions) | |
| 2026(1) | $1,907 |
| 2027 | 1,557 |
| 2028 | 3,008 |
| 2029 | 2,007 |
| 2030 | 2,691 |
| Thereafter | 4,600 |
| Total | $15,770 |
(1)The 2026 amount includes $800 million related to the 2026 SCL Senior Notes, which was subsequently paid in January 2026.
Note 12 —Equity
Preferred Stock
The Company is authorized to issue up to 50 million shares of preferred stock. The Company’s Board of Directors is authorized, subject to limitations prescribed by Nevada law and the Company’s articles of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. The Company’s Board of Directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders.
Common Stock
In January 2026, the Company’s 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.
Share Repurchases
The following table presents information about our repurchases of common stock:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions, except total number of shares) | |||
| Total number of shares repurchased | 47,632,455 | 37,552,614 | 11,121,497 |
| Total cost of shares repurchased | $2,269 | $1,768 | $510 |
| Commissions and excise tax included in total cost | $19 | $18 | $5 |
During the year ended December 31, 2025, the Company’s Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion and extending its expiration date to November 3, 2027. As of December 31, 2025, the remaining amount authorized under the share repurchase program was $1.56 billion.
As part of the current share repurchase program, the Company can utilize capped call transactions as a method to repurchase shares. These capped call transactions can result in either the receipt of shares or the return of the initial cash investment plus a cash premium, dependent on the Company’s share price relative to the cap price on the expiration date. The capped call option contracts are not considered derivative instruments as the contracts are indexed to the Company’s common stock and are therefore classified within stockholders’ equity. Upon execution of the contract, the amount of cash paid up front is recorded as a reduction to capital in excess of par value. Upon settlement, shares acquired through the exercise of the call options are included in treasury stock, or the return of the initial cash investment plus any cash premiums earned are recorded as an increase to capital in excess of par value.
In September 2024, the Company entered into a capped call option contract (the “September Capped Call”), pursuant to which the Company purchased capped call options on approximately 1 million shares of the Company’s common stock with a $0 strike price and a cap price of $39.02. The September Capped Call expired in October 2024 and resulted in the return of the initial cash investment plus a cash premium. In December 2024, the Company entered into a capped call option contract (the “December Capped
Call”) pursuant to which the Company purchased capped call options on approximately 1 million shares of the Company’s common stock with a $0 strike price and a cap price of $53.54. The December Capped Call expired on February 7, 2025, and resulted in the Company effectively repurchasing the related shares of its common stock for $52 million (including excise tax) as the Company’s share price was below the cap price.
All share repurchases of the Company’s common stock have been recorded as treasury stock in the accompanying consolidated balance sheets. Repurchases of the Company’s common stock are made at the Company’s 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. The timing, method and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions.
Rollforward of Shares of Common Stock
A summary of the outstanding shares of common stock is as follows:
| Balance as of January 1, 2023 | 764,247,283 |
|---|---|
| Exercise of stock options | 77,856 |
| Issuance of restricted stock | 17,166 |
| Vesting of restricted stock units | 233,654 |
| Forfeiture of unvested restricted stock | (5,806) |
| Repurchase of common stock | (11,121,497) |
| Balance as of December 31, 2023 | 753,448,656 |
| Exercise of stock options | 20,000 |
| Issuance of restricted stock | 4,019 |
| Vesting of restricted stock units | 379,840 |
| Repurchase of common stock | (37,552,614) |
| Balance as of December 31, 2024 | 716,299,901 |
| Exercise of stock options | 5,790,962 |
| Issuance of restricted stock | 12,037 |
| Vesting of restricted stock units | 443,989 |
| Repurchase of common stock | (47,632,455) |
| Balance as of December 31, 2025 | 674,914,434 |
Noncontrolling Interests in SCL
On June 20 and September 12, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which the Company retained $380 million during the year ended December 31, 2025).
Purchases of Noncontrolling Interest
In 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 1.60 billion for the years ended December 31, 2025 and 2024, respectively (collectively, approximately $365 million and $206 million, respectively, at exchange rates in effect at the time of the transactions) under these agreements. Once the up-front payments were made, VVDI II had no further obligation to provide any additional consideration to the Agents.
The SCL VWAP Purchase Agreements allowed for the delivery of shares on a daily basis during the contract. The number of shares actually delivered to the Company by the Agents was based on the price paid by the Agents for SCL common stock delivered to the Company during the term of each SCL VWAP Purchase Agreement, subject to the cap amount (as defined in the agreements). Pursuant to the SCL VWAP Purchase Agreements, the Company paid the Agents a fee equal to an agreed percentage of the price per share benefit that the Agents were able to realize on SCL shares purchased compared to the volume-weighted average share price of SCL’s common stock.
The SCL VWAP Purchase Agreements were completed as of December 31, 2025 and resulted in the delivery of 172 million and 66 million shares for the years ended December 31, 2025 and 2024, respectively, at an average price paid per share of HKD 18.18 and HKD 20.26, respectively.
The Company accounted for each of the various purchase agreements as a hybrid instrument consisting of a host contract, with the prepayment amount accounted for as a reduction to equity, and an embedded derivative with nominal fair value. As the embedded derivatives had a nominal fair value, no derivative was recorded.
Additionally, during the year ended December 31, 2025, the Company purchased the common stock of SCL in open market transactions, which resulted in the purchase of 45 million shares of SCL common stock for HKD 912 million (approximately $117 million at exchange rates in effect at the time of the transactions).
The total additional shares purchased related to the above transactions resulted in an increase of the Company’s ownership of SCL to approximately 74.80% and 72.13% as of December 31, 2025 and 2024, respectively.
Transfer from Noncontrolling Interest
The following table summarizes the net income attributable to LVSC and transfers from the noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| Net income attributable to LVSC | $1,627 | $1,446 | $1,221 |
| Transfer from noncontrolling interest: | |||
| Increase in LVSC’s paid-in-capital for purchase of subsidiary shares | 30 | 12 | — |
| Changes from net income attributable to LVSC and transfers from noncontrolling interest | $1,657 | $1,458 | $1,221 |
Note 13 —Income Taxes
Income before taxes and noncontrolling interests for domestic and foreign operations is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| Foreign: | |||
| Current | $405 | $193 | $270 |
| Deferred | (22) | 6 | 32 |
| Total | 383 | 199 | 302 |
| Federal: | |||
| Current | 2 | 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, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Dollars | Percent | Dollars | Percent | Dollars | Percent | |
| (Dollars in millions) | ||||||
| U.S. federal statutory tax rate | $465 | 21.0% | $412 | 21.0% | $373 | 21.0% |
| Foreign tax effects | ||||||
| Macao | ||||||
| Tax rate differential | (83) | (3.7)% | (93) | (4.7)% | (69) | (3.9)% |
| Changes in valuation allowances | 70 | 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)% |
| Other | 3 | 0.1% | 10 | 0.5% | 5 | 0.3% |
| Singapore | ||||||
| Tax rate differential | (75) | (3.4)% | (47) | (2.4)% | (45) | (2.5)% |
| Nondeductible fixed assets | 34 | 1.5% | 33 | 1.7% | 28 | 1.6% |
| Other | 39 | 1.8% | 23 | 1.2% | 33 | 1.9% |
| Other foreign jurisdictions | 22 | 1.0% | 16 | 0.8% | 2 | 0.1% |
| Effect of cross-border tax laws | ||||||
| Global intangible low-taxed income | 55 | 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 allowances | 14 | 0.6% | (2) | (0.1)% | (3) | (0.2)% |
| Nontaxable or nondeductible items | 4 | 0.2% | 12 | 0.6% | 6 | 0.3% |
| Other adjustments | (2) | (0.1)% | (2) | (0.1)% | — | —% |
| Changes in unrecognized tax benefits | 9 | 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. Additionally, certain rental income from commercial property in Macao is exempt from income tax as it is subject to the property tax regime.
On February 7, 2024, the Company entered into a shareholder dividend tax agreement with the Macao government, effective for the period from January 1, 2023 through December 31, 2025, which provided for an annual payment at an applicable rate of gross gaming revenue as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. The Company has applied for a renewal of the shareholder dividend tax agreement with the Macao government for the period from January 1, 2026 through December 31, 2027. For the year ended December 31, 2023, income tax expense included an anticipated $57 million shareholder dividend tax based on the information available at the balance sheet date. During the three months ended March 31, 2024, the Company reversed the $57 million of income tax expense and recorded $10 million to corporate expense related to the year ended December 31, 2023, to reflect the terms of the new shareholder dividend tax agreement.
In July 2025, the U.S. enacted tax legislation referred to as the One Big Beautiful Bill (“OBBB”). The OBBB includes significant changes to U.S. income tax laws, including tax cut extensions and modifications to the international tax framework with certain provisions effective in 2025 and others effective in 2026 and later years. The OBBB did not have a material impact on the Company’s 2025 effective tax rate. Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.
The components of income taxes paid, net of refunds, are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| U.S. federal | $— | $8 | $25 |
| U.S. state | — | 1 | — |
| Foreign | |||
| Singapore | 270 | 212 | 150 |
| Other | 1 | 1 | 1 |
| Total foreign | 271 | 213 | 151 |
| Total income taxes paid, net | $271 | $222 | $176 |
The primary tax effected components of the Company’s net deferred tax liabilities are as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (In millions) | ||
| Deferred tax assets: | ||
| U.S. foreign tax credit carryforwards | $1,719 | $2,531 |
| Net operating loss carryforwards | 244 | 320 |
| Research and development | 43 | 29 |
| Pre-opening expenses | 36 | 21 |
| Interest expense carryforward | 22 | — |
| Accrued expenses | 15 | 14 |
| Stock-based compensation | 6 | 9 |
| Provision for credit losses | 1 | 1 |
| Other | 4 | 2 |
| 2,090 | 2,927 | |
| Less — valuation allowances | (1,936) | (2,776) |
| Total deferred tax assets | 154 | 151 |
| Deferred tax liabilities: | ||
| Property and equipment | (156) | (213) |
| Prepaid expenses | (2) | (2) |
| Other | (10) | (2) |
| Total deferred tax liabilities | (168) | (217) |
| Deferred tax liabilities, net | $(14) | $(66) |
The Company’s U.S. foreign tax credit carryforwards were $1.76 billion and $2.57 billion as of December 31, 2025 and 2024, respectively, which expire beginning in 2026 and 2025, respectively. The Company’s U.S. interest expense carryforward was $103 million as of December 31, 2025, which does not have an expiration date. There was a valuation allowance of $1.69 billion and $2.46 billion as of December 31, 2025 and 2024, respectively, provided on foreign tax credit carryforwards, interest expense carryforward and other U.S. deferred tax assets, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition. Net operating loss carryforwards for the Company’s foreign subsidiaries were $1.94 billion and $2.59 billion as of December 31, 2025 and 2024, respectively, which expire beginning in 2026 and 2025, respectively. There are valuation allowances of $242 million and $314 million as of December 31, 2025 and 2024, respectively, provided on the net deferred tax assets of certain foreign jurisdictions, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition.
A reconciliation of the total amounts of deferred tax asset valuation allowance, is as follows:
| December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| Balance at the beginning of the year | $2,776 | $3,879 | $4,083 |
| Additions | 34 | 5 | — |
| Deductions | (874) | (1,108) | (204) |
| Balance at the end of the year | $1,936 | $2,776 | $3,879 |
Undistributed earnings of subsidiaries are accounted for as a temporary difference, except deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries deemed to be indefinitely reinvested in foreign jurisdictions. The Company does not consider current year’s tax earnings and profits of its foreign subsidiaries to be indefinitely reinvested. Beginning with the year ended December 31, 2015, the Company’s major foreign subsidiaries distributed, and may continue to distribute, earnings in excess of their current year’s tax earnings and profits in order to meet the Company’s liquidity needs. To the extent the Company has indefinitely reinvested earnings in foreign jurisdictions, it does not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits, is as follows:
| December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In millions) | |||
| Balance at the beginning of the year | $148 | $141 | $136 |
| Reductions to tax positions related to prior years | — | — | (3) |
| Additions to tax positions related to current year | 8 | 8 | 8 |
| Exchange rate fluctuations | 1 | (1) | — |
| Balance at the end of the year(1) | $157 | $148 | $141 |
(1)Includes interest and penalties of $30 million, $25 million and $19 million accrued as of December 31, 2025, 2024 and 2023, respectively. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations.
As of December 31, 2025, 2024 and 2023, unrecognized tax benefits of $40 million, $38 million and $36 million, respectively, were recorded as reductions to the U.S. foreign tax credit deferred tax asset. As of December 31, 2025, 2024 and 2023, unrecognized tax benefits and related interest and penalties of $117 million, $110 million and $105 million, respectively, were recorded in “Other long-term liabilities.”
Included in the unrecognized tax benefit balance as of December 31, 2025, 2024 and 2023, are $127 million, $123 million and $122 million, respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Company 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. The Company believes it has adequately reserved and provided for its uncertain tax positions; however, there is no assurance the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, and it could impact the provision for income taxes.
Note 14 —Fair Value Disclosures
The following tables present the carrying amounts and estimated fair values of financial instruments held or issued by the Company using available market information. Determining fair value is judgmental in nature and requires market assumptions and/or estimation methodologies. The tables exclude cash, restricted cash, accounts receivable, net, and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
| December 31, 2025 | |||
|---|---|---|---|
| Hierarchy Level | |||
| Carrying Amount(1) | Level 1 | Level 2 | |
| (in millions) | |||
| Assets: | |||
| Cash equivalents | |||
| Cash deposits | $1,878 | $1,878 | |
| Money market funds | $288 | $288 | |
| U.S. Treasury Bills | $218 | $218 | |
| Loan Receivable(2) | $1,264 | $1,232 | |
| Liabilities: | |||
| Debt(3)(4) | $15,770 | $15,784 | |
| Other long-term liabilities: | |||
| 2024 SCL Swaps(3)(5) | $63 | $63 | |
| MBS Net Investment Hedge(3)(6) | $4 | $4 | |
| December 31, 2024 | |||
| Hierarchy Level | |||
| Carrying Amount(1) | Level 1 | Level 2 | |
| (in millions) | |||
| Assets: | |||
| Cash equivalents | |||
| Cash deposits | $2,294 | $2,294 | |
| Money market funds | $72 | $72 | |
| U.S. Treasury Bills | $465 | $465 | |
| Loan Receivable(2) | $1,264 | $1,192 | |
| Liabilities: | |||
| Other accrued liabilities: | |||
| 2021 SCL Swaps(3) | $4 | $4 | |
| Debt(3)(4) | $13,689 | $13,353 | |
| Other long-term liabilities: | |||
| 2024 SCL Swaps(3)(5) | $52 | $52 | |
(1)The cross-currency swaps and net investment hedges are accounted for at fair value in the accompanying consolidated financial statements. The other items included in this table are not accounted for at fair value.
(2)The fair value is estimated based on level 2 inputs and reflects the increase in market interest rates since finalizing the terms of the loan receivable at a fixed interest rate on March 2, 2021.
(3)The estimated fair value is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).
(4)The carrying amount of debt is exclusive of finance leases and represents its contractual value.
(5)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $4 million as of December 31, 2025 and 2024, was recorded in “Accounts receivable, net” in the accompanying consolidated balance sheets.
(6)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $3 million as of December 31, 2025, was recorded in “Accounts receivable, net” in the accompanying consolidated balance sheet.
As of December 31, 2025 and 2024, the amounts of the Company’s other assets and liabilities that were accounted for at fair value were immaterial.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.