LAS VEGAS SANDS CORP

We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for CAM and other expenditures.

The following table summarizes the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and nine months ended September 30, 2026 and 2025:

(1)Minimum rents include base rents and straight-line adjustments of base rents.

(2)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

(3)Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the table above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Development Projects

We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.

Macao

As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.43 billion at exchange rates in effect on September 30, 2026). Of this total, 33.39 billion patacas (approximately $4.13 billion at exchange rates in effect on September 30, 2026) must be invested in non-gaming projects. These investments must be accomplished by December 2032.

The Macao government conducts annual audits to verify qualified concession investments for the prior year. For the years ended December 31, 2024 and 2023, approximately 5.80 billion patacas (approximately $717 millionat exchange rates in effect on September 30, 2026) was confirmed as qualified spend under the Concession. For the year ended December 31, 2025, we spent approximately 2.52 billion patacas (approximately $312 millionat exchange rates in effect on September 30, 2026); however, as of the date of this filing, the audit process for the 2025 investments is in progress and the ultimate amount confirmed as qualified spend under the Concession may differ from the amount reported above based on the results of the audit.

On October 23, 2026, VML entered into a limited partnership agreement to participate as a limited partner in the Macao SAR Government Guidance Fund No. 2, Limited Partnership Fund (the “GG Fund”), which was established to support Macao’s economic diversification. The general partner and management entity are entities ultimately owned and controlled by the Macao government.

Amounts contributed to the GG Fund will be credited toward VML’s non-gaming investment commitments under the Concession. Accordingly, the GG Fund commitment replaces other projects and spend anticipated within VML’s previously approved 33.39 billion patacas (approximately $4.13 billion at exchange rates in effect on September 30, 2026) non-gaming investment commitment under the Concession.

Pursuant to the limited partnership agreement and other related documentation relating to VML’s participation, VML has committed to contribute approximately 2.30 billion patacas (approximately $285 million at exchange rates in effect on September 30, 2026) to the GG Fund.

In April 2019, MBS and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands. 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.

In January 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with (i) the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) and (ii) other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Gross Floor Area,” and collectively with the Additional Gaming Area, the “Additional Land Premium”).

Construction works for the MBS Expansion Project commenced in May 2025 and, pursuant to the Second Supplemental Agreement, MBS has agreed with the Singapore government to complete construction by July 8, 2029. While our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, and land premiums. We have incurred approximately $3.1 billion as of September 30, 2026, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payments of 1.13 billion Singapore dollars (“SGD”) (made in April 2025) and SGD 173 million (made in March 2026) (approximately $848 million and $137 million, respectively, at exchange rates in effect at the time of the payment) for the Additional Gaming Area and Additional Gross Floor Area, respectively.

Other

We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. Cash flows from operating activities for the nine months ended September 30, 2026, increased $464 million compared to the nine months ended September 30, 2025. The increase in cash generated from operations was primarily due to the $848 million payment for MBS’ purchase of the Additional Gaming Area that occurred in 2025. The increase was partially offset by a decrease in operating income from our Macao and Singapore operations, the $137 million payment for MBS’ Additional Gross Floor Area in March 2026 and a net decrease in cash related to changes in working capital, primarily from accounts receivable, income taxes payable, accruals for gaming taxes and patron-related liabilities.

Cash Flows — Investing Activities

Capital expenditures for the nine months ended September 30, 2026, totaled $807 million. Included in this amount were construction, development and maintenance related costs of $438 million at Marina Bay Sands in Singapore and $329 million in Macao, which consisted of $195 million for The Venetian Macao, $79 million for The Londoner Macao and $55 million for the other Macao properties, and $40 million for corporate and other costs. 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.

Capital expenditures for the nine months ended September 30, 2025, totaled $894 million. Included in this amount were construction, development and maintenance related costs of $434 million in Macao, which consisted of $271 million for The Londoner Macao, primarily due to the Londoner Grand, $131 million for The Venetian Macao and $32 million for the other Macao properties, and $425 million at Marina Bay Sands in Singapore, primarily due to the room renovations completed across the property, and $35 million for corporate and other costs. 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.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $3.74 billion for the nine months ended September 30, 2026. We utilized $2.49 billion for common stock repurchases (inclusive of payments for excise tax), $723 million for dividend and noncontrolling interest payments, net repayments of debt of $354 million primarily related to repayments on the 2024 SCL Revolving Facility, partially offset by proceeds from the 2025 Singapore Delayed Draw Term Loan Facility, and $102 million to purchase SCL shares through open market transactions and a forward contract. Additionally, we paid $61 million in other financial liability payments.

Net cash flows used in financing activities were $1.19 billion for the nine months ended September 30, 2025. We utilized $1.72 billion for common stock repurchases, $664 million for dividend and noncontrolling interest payments, $475 million to purchase SCL shares through open market transactions and forward contracts, and $201 million for deferred offering costs for the refinancing of the $500 million 2.900% LVSC Senior Notes due June 2025 and the 2025 Singapore Credit Facility, and the draw down on the 2024 SCL Term Loan Facility. Additionally, there were net proceeds of debt of $1.89 billion, primarily related to net proceeds received from the issuance of the LVSC senior notes in May 2025 and the 2025 Singapore Credit Facility. Lastly, we paid $30 million in other financial liability payments.

Capital Financing Overview

We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.

In January 2026, we drew down 6.20 billion Hong Kong dollars (“HKD,” 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 outstanding principal amount of the $800 million 3.800% SCL Senior Notes due January 8, 2026, and any accrued interest.

In May 2026, in an underwritten public offering, we issued two series of senior unsecured notes in an aggregate principal amount of $1.0 billion (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 —Debt”). In June 2026, the net proceeds from the offering, together with cash on hand, were used to redeem in full the outstanding principal under the $1.0 billion 3.500% LVSC Senior Notes due August 18, 2026 and any accrued interest, and to pay transaction-related fees and expenses.

During the nine months ended September 30, 2026, we paid an aggregate of HKD 4.80 billion (approximately $613 million at exchange rates in effect at the time of the payments) toward the outstanding balance under the 2024 SCL Revolving Facility.

During the nine months ended September 30, 2026, we drew down an aggregate of SGD 458 million (approximately $358 million at exchange rates in effect at the time of the transactions) from the 2025 Singapore Delayed Draw Term Loan Facility for construction purposes and for the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gross Floor Area.

Our U.S., SCL and Singapore credit facilities contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements. As of September 30, 2026, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.74x, 3.29x and 1.54x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.

We held unrestricted cash and cash equivalents of $2.86 billion and restricted cash of $125 million as of September 30, 2026, of which approximately $1.74 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.74 billion, approximately $1.48 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.

We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $2.86 billion and cash flow generated from operations, as well as $4.27 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit.

We believe we are well positioned to support our operations, maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments, as well as meet our commitments under the Macao concession. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

In February, May and August 2026, we paid a quarterly dividend of $0.30 per common share as part of a regular cash dividend program and, for the nine months ended September 30, 2026, we recorded $594 million as a distribution against retained earnings.

In October 2026, our Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $188 million) to be paid on November 10, 2026, to stockholders of record on November 2, 2026. We expect this level of dividend to continue quarterly through the remainder of 2026. Additionally, our Board of Directors announced a $0.24 increase in the Company’s recurring common stock dividend for the 2027 calendar year, raising the annual dividend to $1.44 per share ($0.36 per share per quarter). Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.

In June 2026, SCL paid a dividend of HKD 0.50 per share to SCL shareholders and in August 2026, SCL’s Board of Directors declared a dividend of HKD 0.50 per share, which was paid on October 9, 2026 (a total of $1.03 billion, of which $774 million was attributable to the Company during the nine months ended September 30, 2026).

Purchase of Noncontrolling Interest

During September 2026, our wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into a share purchase agreement with a financial institution (the “Agent”) for the purchase of the common stock of SCL (the “SCL VWAP Purchase Agreement”). Pursuant to the terms of the SCL VWAP Purchase Agreement, VVDI II made an up-front payment of HKD 550 million (approximately $70 million at exchange rates in effect at the time of the transaction) to the Agent in September 2026.

The SCL VWAP Purchase Agreement was completed in September 2026 and resulted in the delivery of 45 million shares of SCL common stock to us.

Additionally, during the three months ended September 30, 2026, we purchased common stock of SCL in open market transactions, which resulted in the purchase of 17 million shares of SCL common stock for HKD 243 million (approximately$31 million at exchange rates in effect at the time of the transactions).

The total additional SCL shares purchased related to the above transactions resulted in an increase of our ownership of SCL to approximately 75.56% as of September 30, 2026.

Share Repurchase Program

During the nine months ended September 30, 2026, we repurchased 49 million shares of our common stock for $2.50 billion (including $1 million in commissions and $24 million in excise tax) under our current program. In July 2026, our Board of Directors authorized increasing the remaining share repurchase amount to $6.0 billion and extending the share repurchase program’s expiration date to July 21, 2029. All share repurchases of our common stock have been recorded as treasury stock.

We have approximately $5.06 billion remaining under our authorized share repurchase program. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.

Aggregate Indebtedness and Other Contractual Obligations

(1)Represents the three-month period ending December 31, 2026.

(2)See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 —Debt” for further details on this financing transaction.

(3)Based on the 1-month rate as of September 30, 2026, Hong Kong Interbank Offer Rate (“HIBOR”) of 3.01% and Singapore Overnight Rate Average (“SORA”) of 1.40%, plus the applicable interest rate spread in accordance with the respective debt agreements.