AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Six Macao concessions and two awarded Singapore concessions establish restricted entry, complemented by the Marina Bay site. This is a demonstrated regulatory advantage shared with licensed incumbents.
durability · 2/4 · Multi-year operating rights support persistence, but Singapore requires a separate license renewal before its concession expires. Macao rights carry investment obligations and termination exposure; renewal is not assured.
customer dependency · 1/4 · Growing gaming volumes demonstrate attraction, not customer dependence. Increased spending to attract patrons in Macao indicates fragile customer capture; longer mall leases provide only limited tenant commitment.
erosion resilience · 2/4 · Singapore's first-half earnings growth offsets some weakness, but Macao EBITDA declined despite revenue growth as competitive patron spending and payroll increased. The protection is mixed rather than broadly resilient.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Higher patron reinvestment and marketing spending provide indirect adverse evidence about effective gaming pricing in Macao. Improved Singapore room operations offer a positive offset, but no ADR or rent series isolates realized price changes.
retention · 2/4 · Assessed indirectly: gaming volumes increased in both markets and mall leases generally extend beyond a year. These support continuing engagement and contractual demand, but do not establish repeat-patron rates; Macao requires higher acquisition spending.
margin resilience · 1/4 · Realized Macao cost pressure reduced first-half EBITDA despite rising revenue. Consolidated first-half EBITDA grew more slowly than revenue, and second-quarter earnings fell. Singapore win-rate variation contributes noise, but does not explain away disclosed competitive costs.
contractual freedom · 2/4 · Mall contracts provide minimum rents, overage rents and expense reimbursements, supporting some protection in setting terms. Existing leases constrain repricing, and third-party operators control some hotels with limited LVS approval rights. Casino price-setting freedom is not established.
Predictability34
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 63.25
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 24.39
Financial strength18
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 15.24
- interestCoverageGrade
- 25.25
- currentRatioGrade
- 31.56
- Debt / FCF (x)
- 8.51
- Net debt / operating income (x)
- 4.24
- Interest coverage (x)
- 3.78
- Current ratio (x)
- 1.14
Capital allocation94
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 18.87
- 3-year average dilution (%)
- -3.26
- 3-year average SBC / revenue (%)
- 0.44
- cashConversionGrade
- 100.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Completed improvements contributed to operations, operating cash flow increased in the first quarter, and the seller loan was repaid. However, $1.54 billion of first-half buybacks accompanied $526 million of capital spending, substantial debt and large future commitments. Repurchases demonstrate deployment, not proven value creation; cash-flow improvement partly reflected working capital.
incentive alignment · 2/4 · Actual 2025 incentive payouts followed a disclosed performance determination. Changes effective March 2, 2026 increased at-risk equity and introduced three-year cash-flow-per-share and EBITDA growth measures. These are adopted arrangements, but their outcomes remain untested, and per-share metrics can benefit from repurchases.
execution · 2/4 · Completed Londoner Grand capacity and Singapore renovations demonstrate delivery, with operating improvements attributed to refreshed offerings. This is partly indirect operating evidence: Macao's subsequent first-half EBITDA decline and weaker second quarter temper the favorable completion record.
governance · 2/4 · Independent governance, compliance and audit committee disclosures, plus implemented compensation changes following feedback, support functioning oversight. Approximately 58.2% family control and actual related-party transactions constrain minority influence and create conflicts requiring oversight; they do not establish misconduct.
Evidence
Competition in Macao Gaming in Macao is administered by the government through concessions awarded to six different concessionaires, of which we are one.
Business — Competition in Macao · Filed 06/02/2026
The other concessionaires are SJM Resorts, S.A., Wynn Resorts (Macau), S.A., Galaxy Casino, S.A., MGM Grand Paradise, S.A.
Business — named Macao concessionaires · Filed 06/02/2026
and Melco Resorts (Macau), S.A. Our Macao operations also face competition from other gaming and resort destinations, both in Asia and globally.
Business — remaining named concessionaire and destination competition · Filed 06/02/2026
In 2006, the Singapore government awarded two concessions to develop and operate two Integrated Resorts.
Business — Singapore concession awards · Filed 06/02/2026
We were awarded the concession for the Marina Bay site, which is adjacent to Singapore’s central business district, and Genting International was awarded the second site, located on Singapore’s Sentosa Island.
Business — Marina Bay location and second concession holder · Filed 06/02/2026
The term of the casino concession provided under the Development Agreement is for 30 years commencing from the date the Development Agreement was entered into, or August 23, 2006.
Singapore regulation — development-agreement concession term · Filed 06/02/2026
Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which gaming license now expires in April 2028.
MD&A — Singapore gaming-license renewal and expiration · Filed 24/04/2026
Effective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to VML for the duration of the Concession in return for 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 $93 and $311, respectively, at exchange rates in effect on December 31, 2023).
Macao concession — temporary transfer and payment periods · Filed 07/02/2024
25 Table of Contents Summary During the first half of 2026, we continued to execute our strategic objectives as table games and slot volumes increased year over year in both Singapore and Macao, while we also continued to increase the return of capital to stockholders, with the repurchase of $1.53 billion (exclusive of commissions and excise tax) of our common stock and dividend payments totaling $400 million.
MD&A — first-half 2026 gaming volumes and capital returns · Filed 24/07/2026
Singapore Our Singapore operations continue to deliver exceptional results, supported by the property’s unique and luxurious integrated resort offerings, with adjusted property EBITDA increasing $104 million, or 7.6%, compared to the six months ended June 30, 2025.
MD&A — Singapore first-half property EBITDA growth · Filed 24/07/2026
Macao Our Macao operations continue to face a competitive operating environment, with adjusted property EBITDA decreasing $38 million, or 3.5%, compared with the six months ended June 30, 2025, despite net revenues increasing $388 million, or 11.1%, compared with the six months ended June 30, 2025.
MD&A — Macao first-half revenue growth and EBITDA decline · Filed 24/07/2026
Although net revenues showed growth year over year, this was offset by increased costs on patron reinvestment and increased payroll costs related to the competitive environment and an increase in table game hours and service levels.
MD&A — competitive patron reinvestment and payroll costs · Filed 24/07/2026
The Company is required to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on December 31, 2025), including 33.39 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2025) on non-gaming projects.
Note 16 — committed Macao investment amounts · Filed 06/02/2026
13 Table of Contents If our Concession is terminated due to a breach of its terms, the Gaming Assets would be returned to the Macao government without compensation, and we would cease to generate any revenues from these operations.
Risk factors — Macao concession termination consequences · Filed 06/02/2026
•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face;
Risk factors — potential additional gaming rights · Filed 24/04/2026
We plan to invest approximately $8.0 billion, inclusive of preopening expenses, financing fees and interest.
Proxy — planned Singapore development investment · Filed 01/04/2026
Committed Investment Under the Concession, the Company is obligated to develop certain gaming and non-gaming investment projects by December 2032 in connection with, among others, attraction of international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness and themed attractions, as well as support Macao’s position as a city of gastronomy and increase community and maritime tourism.
Note 16 — Macao investment deadline and required projects · Filed 06/02/2026
The decrease was primarily due to a decrease in casino revenues and increases in sales and marketing costs to attract patrons to our properties and payroll and related expenses due to the competitive environment in Macao.
MD&A — second-quarter Macao competitive marketing and payroll pressure · Filed 24/07/2026
The decrease was primarily due to a decrease in casino operations, driven by decreases in table games win percentages and increases in payroll and related expenses and gaming taxes.
MD&A — second-quarter Singapore win percentages and operating costs · Filed 24/07/2026
This decrease was partially offset by an increase in room operations, due to the introduction of new and elevated suites and rooms and other amenities, which were completed in May 2025.
MD&A — room-operation improvement following completed renovations · Filed 24/07/2026
(1)Of this amount, $172 million as of June 30 and January 1, 2026, and $175 million as of June 30 and January 1, 2025, related to mall deposits that are accounted for based on lease terms usually greater than one year.
Note 2 — mall deposits and lease duration · Filed 24/07/2026
We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for CAM and other expenditures.
MD&A — mall minimum rents, overage rents and expense reimbursements · Filed 24/07/2026
Some of our hotel properties operate pursuant to management agreements with various experienced third-party hotel operators (management companies), whereby the management company controls the day-to-day operations of each of these hotels, and we are granted limited approval rights with respect to certain of the management company’s actions.
Contractual obligations — third-party hotel operators' control · Filed 06/02/2026
Operations Summary Financial Results Three Months Ended June 30, 2026 2025 Dollar Change Percent Change (Dollars in millions, except per share data) Net revenues $ 3,154 $ 3,175 $ (21) (0.7) % Operating income 618 783 (165) (21.1) % Net income 373 519 (146) (28.1) % Diluted earnings per share 0.53 0.66 (0.13) (19.7) % Consolidated adjusted property EBITDA(1) 1,119 1,334 (215) (16.1) % Six Months Ended June 30, 2026 2025 Dollar Change Percent Change (Dollars in millions, except per share data) Net revenues $ 6,739 $ 6,037 $ 702 11.6 % Operating income 1,522 1,392 130 9.3 % Net income 1,014 927 87 9.4 % Diluted earnings per share 1.38 1.15 0.23 20.0 % Consolidated adjusted property EBITDA(1) 2,540 2,474 66 2.7 % __________________________ (1)See “— Segment Adjusted Property EBITDA” for a reconciliation of consolidated adjusted property EBITDA to net income.
MD&A — quarterly and first-half consolidated operating results · Filed 24/07/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 (In millions, except par value) (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,376 $ 3,841 Accounts receivable, net of provision for credit losses of $237 and $225 622 742 Inventories 46 46 Prepaid expenses and other 253 203 Total current assets 4,297 4,832 Loan receivable — 1,264 Property and equipment, net 11,470 11,673 Restricted cash and cash equivalents 125 125 Deferred income taxes, net 152 160 Leasehold interests in land, net 2,985 2,907 Goodwill and intangible assets, net 529 573 Other assets, net 351 386 Total assets $ 19,909 $ 21,920 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 150 $ 190 Construction payables 182 160 Other accrued liabilities 2,026 2,359 Income taxes payable 385 385 Current maturities of debt 1,568 1,128 Total current liabilities 4,311 4,222 Other long-term liabilities 848 934 Deferred income taxes 159 174 Debt 13,694 14,656 Total liabilities 19,012 19,986 Commitments and contingencies (Note 9) Equity: Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding — — Common stock, $0.001 par value, 1,000 shares authorized, 842 and 840 shares issued, 648 and 675 shares outstanding 1 1 Treasury stock, at cost, 194 and 165 shares (10,570) (9,028) Capital in excess of par value 6,193 6,159 Accumulated other comprehensive income 57 71 Retained earnings 4,900 4,387 Total Las Vegas Sands Corp.
Condensed consolidated balance sheets — cash, debt and equity · Filed 24/07/2026
Cash Flows — Investing Activities Capital expenditures for the six months ended June 30, 2026, totaled $526 million.
MD&A — first-half 2026 capital expenditures · Filed 24/07/2026
Additionally, in May 2026, we received $1.26 billion in proceeds from the early repayment of the seller financing loan related to the sale of our Las Vegas real property and operations.
MD&A — seller-financing loan repayment proceeds · Filed 24/07/2026
Share Repurchases The following table presents information about our repurchases of common stock: Six Months Ended June 30, 2026 2025 (Dollars in millions) Total number of shares repurchased 28,094,695 30,295,410 Total cost of shares repurchased $ 1,542 $ 1,262 Commissions and excise tax included in total cost $ 15 $ 12 As of June 30, 2026, the remaining amount authorized under the share repurchase program was $29 million.
Note 5 — completed first-half share repurchases · Filed 24/07/2026
In Macao, we completed our capital investment program at The Londoner Macao with the debut of 2,405 premium suites and guest rooms at Londoner Grand.
Proxy — completed Londoner Grand rooms and suites · Filed 01/04/2026
The improvement was driven by our properties where new and refreshed premium suites and hospitality offerings have been introduced, such as the Londoner Grand.
MD&A — first-quarter improvement attributed to refreshed hospitality offerings · Filed 24/04/2026
These changes became effective March 2, 2026, and for our Chairman and CEO are as follows: WHAT WE HEARD WHAT WE DID CEO base salary is too high We lowered the base salary of the CEO role by 17% CEO compensation should have a higher proportion of at-risk components and higher proportion of equity versus cash We changed our approach to executive compensation to include higher proportions of at-risk components and equity At-risk components (at target) for our CEO increased overall from 84% to 91% compared to 2025, with at-risk equity components increasing from 52% to 68% of total compensation and at-risk cash components decreasing from 32% to 23% A wider range of metrics against which to measure executive management incentive compensation should be incorporated into our executive compensation philosophy CEO compensation metrics include multiple operational metrics and additional financial metrics over and above an Adjusted EBITDA* target (operating cash flow per share growth and Adjusted EBITDA* growth) A greater proportion of compensation should be determined by multi-year measurement of performance metrics 50% of long-term incentives consist of performance stock units, which are based on a three-year measurement period for operating cash flow per share growth and Adjusted EBITDA* growth Elimination of income tax gross-up of certain perquisites No tax gross-ups on perquisites *As defined in “Recent Changes to Our Compensation Program — Key Changes to our Executive Compensation Program” Additional details are included under “Recent Changes to Our Compensation Program.”
Proxy — compensation changes effective March 2, 2026 · Filed 01/04/2026
The final 2025 performance criteria approved by the Compensation Committee was Adjusted EBITDA of $4.95 billion for 2025, which exceeded the target but was below the upper range of 115%, resulting in achievement for the NEOs of 108%.
Proxy — actual 2025 incentive performance determination · Filed 01/04/2026
Change in Control •Refer to “Executive Compensation — Potential Payments upon Termination or Change in Control — Change in Control Arrangements” for details Disability •The NEO shall, in the opinion of an independent physician selected by agreement between the Board of Directors and the NEO, become so physically or mentally incapacitated that he is unable to perform the duties of his employment Las Vegas Sands 2026 Proxy Statement 19 Table of Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company is a controlled company, with the Adelson family members beneficially owning 386,657,840 shares representing approximately 58.2% of the Company’s outstanding Common Stock as of March 16, 2026 The following table sets forth information as of March 16, 2026, as to the beneficial ownership of our common stock, $0.001 par value per share (the “Common Stock”), in each case, by: •each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock; •each NEO; •each of our directors; and •all of our executive officers and directors, taken together.
Proxy — controlling-family beneficial ownership as of March 16, 2026 · Filed 01/04/2026
Las Vegas Sands 2026 Proxy Statement 29 Table of Contents INFORMATION REGARDING THE BOARD AND ITS COMMITTEES NOMINATING AND GOVERNANCE COMMITTEE Members: Alain Li (Chair) Micheline Chau Micky Pant Meetings held in 2025: 6 All members are independent The purpose of the Nominating and Governance Committee is to: •review and make recommendations regarding the composition of the Board and its committees •implement policies and procedures for the selection of Board members •identify individuals qualified to become Board members and select, or recommend the Board select, director nominees •assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately •oversee the evaluation of the Board and management •oversee the management of our ESG program COMPLIANCE COMMITTEE Members: Mark Besca (Chair) Micheline Chau Micky Pant Meetings held in 2025: 4 All members are independent The primary purpose of the Compliance Committee is to assist with the Board’s oversight of: •the compliance program with respect to compliance with the laws and regulations applicable to our business, including gaming laws and regulations •the compliance with our Code of Business Conduct and Ethics, Anti-Corruption Policy, Anti-Money Laundering Policy, Policy on Corporate Political Contributions and Expenditures and Reporting and Non-Retaliation Policy applicable to our directors, officers, Team Members, contractors and agents Compensation Committee Interlocks and Insider Participation Micheline Chau, Lewis Kramer and Alain Li each served as a member of the Compensation Committee during the fiscal year 2025.
Proxy — independent governance and compliance committees and meetings · Filed 01/04/2026
Kramer and Mr. Li meet the current independence and experience requirements of the NYSE’s listing standards.
Audit Committee Report — independence and experience requirements · Filed 01/04/2026
During 2025, Citadel charged Sands Aviation approximately $2.2 million for services provided by Citadel under this agreement.
Certain Transactions — actual related-party aircraft-maintenance charges · Filed 01/04/2026
Cash flows from operating activities for the three months ended March 31, 2026, increased $205 million compared to the three months ended March 31, 2025.
MD&A — first-quarter operating cash-flow increase · Filed 24/04/2026
The increase in cash generated from operations was primarily due to our Macao and Singapore operations generating increased operating income, as well as an increase in cash related to changes in working capital, exclusive of the $137 million payment for the Additional Gross Floor Area.
MD&A — operating cash-flow drivers and working-capital contribution · Filed 24/04/2026
In order to renew the casino concession, MBS must give notice to the STB and other relevant authorities in Singapore at least five years before its expiration in August 2036.
Singapore regulation — concession renewal notice requirement · Filed 06/02/2026
