LAS VEGAS SANDS CORP

Las Vegas Sands Corp. is a Fortune 500 company and the leading global developer and operator of destination properties (Integrated Resorts) that feature premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition facilities, celebrity chef restaurants and other amenities. The company currently owns and operates Integrated Resorts in Macao and Singapore. Macao is the largest gaming market in the world and the only market in China to offer legalized casino gaming; according to Macao government statistics, 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. Visitation to Macao was approximately 40 million in 2025, an increase of 14.7% compared to 2024. In Singapore, based on figures released by the Singapore Tourism Board, Singapore welcomed approximately 16.9 million international visitors during the year ended December 31, 2025, a 2.3% increase compared to 2024, and tourism receipts were estimated to be 29.78 billion Singapore dollars (approximately $23.18 billion at exchange rates in effect on December 31, 2025) in 2024.

The company believes its geographic diversity, best-in-class properties and meeting and convention facilities provide it with the best platform in the hospitality and gaming industry to attract leisure and business tourism. In Macao, the other concessionaires are SJM Resorts, S.A., Wynn Resorts (Macau), S.A., Galaxy Casino, S.A., MGM Grand Paradise, S.A. and Melco Resorts (Macau), S.A. In Singapore, the company competes with Resorts World Sentosa, which is 100% owned by Genting Singapore PLC. The company's combined SCL properties continue to have the highest percentage of gaming win from mass tables and slots of the Macao operators. Management estimates the company's mass market table revenues typically generate a gross margin substantially higher than the gross margin on VIP table revenues. Additionally, gross gaming revenue from mass tables and slots has contributed to approximately two-thirds of total gross gaming revenue at Marina Bay Sands during the previous five years.

The company generates revenue from casino operations, rooms, food and beverage, mall operations, and convention, retail and other sources. Casino revenue is derived from gaming wins and losses, with the company focusing on the higher-margin mass gaming segment. The company's retail malls feature a diverse mix of retail tenants, and its convention, trade show and meeting facilities provide flexible and expansive space for MICE activities. The company's Integrated Resorts in Macao and Singapore have contributed 44% and 56% of total adjusted property EBITDA, respectively, during 2025.

In Macao, the company's operating segments are The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, and Sands Macao. 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, features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites, the Shoppes at Venetian with approximately 960,000 square feet of unique retail shopping with 359 stores, 66 restaurants and food outlets, 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. The Londoner Macao, the company's largest Integrated Resort on the Cotai Strip, 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, four hotel towers consisting of Londoner Court with 368 luxury suites and 400 rooms and suites under the St. Regis brand, 659 five-star rooms and suites under the Conrad brand, The Londoner Hotel with 594 London-themed suites including 14 exclusive Suites by David Beckham, and the Londoner Grand hotel with 2,405 rooms and suites, approximately 358,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately 518,000 square feet of retail space with 172 stores and 51 restaurants and food outlets. The Parisian 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, 2,541 rooms and suites, the Shoppes at Parisian with approximately 297,000 square feet of retail shopping with 101 stores, 23 restaurants and food outlets, a meeting room complex of approximately 62,000 square feet and a 1,200-seat theater. The Plaza Macao and Four Seasons 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, 360 elegantly appointed rooms and suites, the Grand Suites at Four Seasons with 289 luxury suites, the Shoppes at Four Seasons with approximately 262,000 square feet of retail space with 136 stores and 10 restaurant and food outlets, and 19 ultra-exclusive Paiza Mansions. 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, and a 289-suite hotel tower. In Singapore, Marina Bay Sands has three 55-story hotel towers consisting of 1,844 rooms including 775 suites, 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, approximately 1.2 million square feet of meeting and convention space, and a state-of-the-art theater.

The company owns and operates retail malls at its Integrated Resorts at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands, currently owning approximately 2.9 million square feet of gross retail space. Mall revenue is generated primarily from leases with tenants through base minimum rents, overage rents and reimbursements for common area maintenance and other expenditures. For the year ended December 31, 2025, total mall revenues were $801 million ¹, compared to $755 million ² for the year ended December 31, 2024. The Shoppes at Venetian had total mall revenues of $254 million ³ for 2025, the Shoppes at Londoner had $92 million ⁴, the Shoppes at Parisian had $19 million ⁵, the Shoppes at Four Seasons had $155 million ⁶, and The Shoppes at Marina Bay Sands had $280 million ⁷.

During the year ended December 31, 2025, the company completed the conversion of the Sheraton Grand Macao into the Londoner Grand, which included the construction of 2,405 newly renovated rooms and suites, representing Macao's first Marriott International Luxury Collection hotel, and completed the renovations of the Tower 3 hotel rooms at Marina Bay Sands into world class suites in the second quarter of 2025, with the completion of the renovations of Towers 1, 2 and 3 resulting in a total of 1,844 rooms including 775 suites. In January 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government whereby MBS committed to assume liability for the cost of the land premium associated with the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area and other adjustments to the land premiums. Construction works for the MBS Expansion Project commenced as of May 26, 2025. The company's estimated total project cost is approximately $8.0 billion ⁸, inclusive of financing fees and interest, land premiums and the purchase of the Additional Gaming Area, and the company has incurred approximately $2.5 billion ⁹ as of December 31, 2025. In April 2025, the company announced its decision to cease pursuit of a casino license from the State of New York. During the year ended December 31, 2025, the company repurchased 48 million shares of its common stock for $2.27 billion ¹⁰ (including $1 million in commissions and $18 million in excise tax) under its share repurchase program. The company also paid quarterly dividends of $0.25 per common share during 2025, recording $695 million ¹¹ as a distribution against retained earnings. Through its wholly owned subsidiary, the company entered into share purchase agreements for the purchase of the common stock of SCL, with up-front payments totaling HKD 2.85 billion (approximately $365 million ¹² at exchange rates as of the date of the transactions) during 2025, and purchased 45 million shares of SCL common stock in open market transactions for HKD 912 million (approximately $117 million ¹³ at exchange rates in effect at the time of the transactions).

For the year ended December 31, 2025, consolidated net revenues were $13.017 billion ¹⁴, compared to $11.298 billion ¹⁵ for the year ended December 31, 2024, an increase of 15.2%. Operating income was $2.818 billion ¹⁶ compared to $2.402 billion ¹⁷ in the prior year, an increase of 17.3%. Net income attributable to Las Vegas Sands Corp. was $1.627 billion ¹⁸ compared to $1.446 billion ¹⁹ in 2024. Diluted earnings per share were $2.35 ²⁰ compared to $1.96 ²¹ in the prior year. Consolidated adjusted property EBITDA was $5.232 billion ²² compared to $4.379 billion ²³ in 2024, an increase of 19.5%. Net cash generated from operating activities was $3.023 billion ²⁴ compared to $3.204 billion ²⁵ in the prior year.

The company's growth strategy in Macao is anchored by its Investment Plan under the Concession, under which VML has committed to invest at least 35.84 billion patacas (approximately $4.47 billion ²⁶ at exchange rates in effect on December 31, 2025) in Macao, of which 33.39 billion patacas (approximately $4.17 billion ²⁷ at exchange rates in effect on December 31, 2025) must be invested in non-gaming projects, with these investments to be accomplished by December 2032. Key aspects of the Investment Plan include the upgrading and modernization of MICE and entertainment facilities to continue to increase foreign visitation to Macao and the redevelopment of the tropical garden situated adjacent to The Londoner Macao, transforming the Le Jardin garden into a distinctive garden-themed attraction. In Singapore, the MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats ²⁸. The Second Supplemental Agreement formalized the dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project, being July 8, 2025 and July 8, 2029, respectively. While the company's 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. The company's estimated total project cost is approximately $8.0 billion ²⁹, inclusive of financing fees and interest, land premiums and the purchase of the Additional Gaming Area.

The company's margin trajectory is influenced by the competitive casino operating environment in Macao, where adjusted property EBITDA decreased $17 million ³⁰, or 0.7%, compared to the year ended December 31, 2024, as the company incurred higher sales and marketing costs to attract patrons and increased payroll costs. In Singapore, adjusted property EBITDA increased $870 million ³¹, or 42.4%, compared to the year ended December 31, 2024, driven by an increase in gross gaming revenue. Casino expenses increased due to increases of $347 million ³² and $310 million ³³ at Marina Bay Sands and the company's Macao operations, respectively, with the increase at Marina Bay Sands primarily attributable to an increase of $302 million ³⁴ 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 due to the tiered tax structure in Singapore.

The company continues to invest in the expansion of its facilities and the enhancement of the leisure and business tourism appeal of its property portfolio. Capital expenditures for the year ended December 31, 2025, totaled $1.17 billion ³⁵, including $574 million ³⁶ for construction activities at Marina Bay Sands, primarily due to the room renovations completed across the property, $555 million ³⁷ for construction and development activities in Macao, which consisted of $312 million ³⁸ for The Londoner Macao, primarily due to the Londoner Grand, $186 million ³⁹ for The Venetian Macao and $57 million ⁴⁰ for the other Macao properties, and $39 million ⁴¹ for corporate and other costs. The company directly employs approximately 41,500 ⁴² employees worldwide, including approximately 41,000 ⁴³ full-time employees.

During the year ended December 31, 2025, the company's Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion ⁴⁴ and extending its expiration date to November 3, 2027. The company repurchased 48 million shares of its common stock for $2.27 billion ⁴⁵ (including $1 million in commissions and $18 million in excise tax) under its current program. The company paid quarterly dividends of $0.25 per common share during 2025, recording $695 million ⁴⁶ as a distribution against retained earnings. In January 2026, the Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $202 million ⁴⁷) to be paid on February 18, 2026, to stockholders of record on February 9, 2026, and the company expects this level of dividend to continue quarterly through the remainder of 2026. Development expenses were $269 million ⁴⁸ for the year ended December 31, 2025, compared to $228 million ⁴⁹ for the year ended December 31, 2024, with costs associated with the evaluation and pursuit of new business opportunities, primarily $193 million ⁵⁰ for digital gaming related efforts and $71 million ⁵¹ for opportunities in New York and Texas.

The company's Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having decreased $17 million ⁵², or 0.7%, compared to the year ended December 31, 2024, as the company incurred higher sales and marketing costs to attract patrons to its properties and increased payroll costs due to the competitive environment in Macao. The company faces risks associated with the Macao Concession and Singapore development agreements and casino license, which can be terminated or redeemed under certain circumstances without compensation. The company also faces risks from the number of visitors to its Integrated Resorts, particularly visitors from mainland China, potentially declining or travel being disrupted due to slowdown in economic growth or changes of China's current policies on travel and currency movements. Additionally, the company is subject to limitations on the transfers of cash to and from its subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi.

The company faces significant risks associated with its current and planned construction projects, including cost overruns and delays caused by events outside of its control. For the MBS Expansion Project, while the company's 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. The company also faces risks from the potential legalization of online gaming on the New York market, which was cited as a factor in its decision to cease pursuit of a casino license from the State of New York. The company's tax arrangements with the Macao government, including a corporate tax exemption on profits generated by the operation of casino games of chance through December 31, 2027, and a shareholder dividend tax agreement effective through December 31, 2025, may not be extended on terms favorable to the company or at all beyond their expiration dates.

The company depends primarily on its properties in two markets, Macao and Singapore, for all of its cash flow, and as a parent company with limited business operations of its own, its primary source of cash is distributions from its subsidiaries, which are subject to various restrictions including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, and restrictions in connection with contractual arrangements. The Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to the company; upon termination of the Concession, the casinos and gaming-related equipment would automatically be transferred back to the Macao government without compensation and the company would cease to generate any revenues from these operations. The company had $15.78 billion ⁵³ of debt outstanding as of December 31, 2025, with a principal amount of $1.93 billion ⁵⁴, $1.57 billion ⁵⁵, $3.02 billion ⁵⁶, $2.02 billion ⁵⁷ and $2.70 billion ⁵⁸ in debt maturing during the years ending December 31, 2026, 2027, 2028, 2029 and 2030, respectively, and this indebtedness could make it more difficult to satisfy debt service obligations, increase vulnerability to adverse economic conditions, and limit flexibility. The company extends credit to a portion of its patrons, and during the year ended December 31, 2025, approximately 9.4% ⁵⁹ and 12.3% ⁶⁰ of table games play at the company's Macao properties and Marina Bay Sands, respectively, was from credit-based wagering, and the company may not be able to collect gaming receivables from credit patrons, with courts of many jurisdictions not enforcing gaming debts. The company's tax arrangements with the Macao government, including a corporate tax exemption on profits generated by the operation of casino games of chance through December 31, 2027, and a shareholder dividend tax agreement effective through December 31, 2025, may not be extended on terms favorable to the company or at all beyond their expiration dates.

Management's message emphasizes the company's strong balance sheet and sufficient liquidity, including total unrestricted cash and cash equivalents of $3.84 billion ⁶¹ as of December 31, 2025 and access to $1.50 billion ⁶², $1.71 billion ⁶³ and $458 million ⁶⁴ of available borrowing capacity from the 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively, as of the date of the Annual Report on Form 10-K. Management states it believes the company is able to support its continuing operations, complete the major construction projects that are underway and maintain its share repurchase and dividend programs to continue to return excess capital to stockholders. The strategic priorities emphasized for the period ahead include advancing the MBS Expansion Project in Singapore, fulfilling capital and operating investment requirements as part of the Macao gaming concession, and continuing to execute return of capital to stockholders through share repurchases and dividends. Management notes that the company's Macao operations continue to face a competitive casino operating environment, while Singapore operations continue to deliver exceptional results in terms of adjusted property EBITDA having increased $870 million ⁶⁵, or 42.4%, compared to the year ended December 31, 2024.