Las Vegas Sands (LVS) 10-K risk factor changes: FY2021 vs FY2020

We expect the impact of the disruptions resulting from the impact of the COVID-19 Pandemic, including the extent of their adverse impact on our financial and operational results, will [added: continue to] be dictated by the length of time such disruptions continue.

In addition, we cannot predict the [added: ultimate] impact the COVID-19 Pandemic will have on our mall tenants in Macao and Singapore.

Any of these events may [removed: continue to] disrupt our ability to staff our business adequately, could [removed: continue to] generally disrupt our [removed: operations or construction projects and, if the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, would] [added: operations, and could] have a material adverse effect on our business, financial condition, results of operations and cash flows.

[removed: These factors could] reduce consumer and corporate demand for the luxury amenities and leisure and business activities we offer, thus imposing additional limits on pricing and harming our operations.

[added: The above factors could have a material adverse effect on our] business, financial condition, results of operations and cash flows.

For instance, we are subject to regulation under the Currency and Foreign Transactions Reporting Act of 1970, commonly known as the "Bank Secrecy Act" ("BSA"), which, among other things, requires us to report to the Financial Crimes Enforcement Network ("FinCEN") certain currency transactions in excess of applicable thresholds and certain suspicious activities where we know, suspect or have reason to suspect such transactions involve funds from illegal activity or are intended to [removed: violate federal law or regulations or are designed to evade reporting requirements or have no business or lawful purpose.]

Certain [removed: Nevada] [added: local] gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.

We are required to comply with certain reporting requirements concerning our current and proposed gaming activities and [removed: associations occurring outside the State of Nevada,] [added: associations,] including Macao, Singapore and other jurisdictions.

We depend primarily on our properties in three markets for all of our cash [removed: flow.][added: flow, and because we are a parent company our primary source of cash is and will be distributions from our subsidiaries.]

We [removed: currently do] [added: will] not have material operations other than our [removed: Macao, Singapore] [added: Macao] and [added: Singapore properties after the completion of the sale of our] Las Vegas [removed: properties.][added: Operating Properties in the first quarter of 2022.]

As a result, we are primarily dependent upon our [added: Asia] properties for all of our cash.

Given our operations [removed: are currently] [added: will be] conducted primarily at properties in [removed: Macao, Singapore] [added: Macao] and [removed: Las Vegas] [added: Singapore] and a large portion of our planned development is in Macao and Singapore, we are subject to greater risk than if we were more diversified.

[removed: We] [added: Additionally, because we] are a parent company with limited business operations of our [removed: own.][added: own, our main asset is the capital stock of our subsidiaries.]

Our subsidiaries' payments to us will be contingent upon their earnings and upon other business [removed: considerations.][added: considerations, which may be impacted by the factors described above.]

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 8] [added: 10] — Long-Term Debt" for further description of these covenants.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $14.01] [added: $14.80] billion of long-term debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

[removed: For example, we] [added: We] have a principal amount of [removed: $63 million in long-term debt maturing during each of the two years ending December 31, 2022 and $1.86 billion,] [added: $74 million, $826 million,] $1.89 [added: billion, $3.34] billion and [removed: $3.36] [added: $3.50] billion in long-term debt maturing during the years ending December 31, [added: 2022,] 2023, [removed: 2024] [added: 2024, 2025] and [removed: 2025,] [added: 2026,] respectively.

amendment request letter with their lenders to waive certain of their financial [removed: requirements] [added: covenants] through January 1, [removed: 2022] [added: 2023] for SCL and December 31, [removed: 2021] [added: 2022] for both MBS and LVSC.

Some of our credit facilities calculate interest on the outstanding principal balance using London Interbank Offered Rate [removed: (“LIBOR”).][added: (“LIBOR”) or rates that are based, in part, based on LIBOR such as the Singapore Swap Offer Rates (“SOR").]

At this time, it is not possible to predict the effect on our financial condition, results of operations and cash flows of any such changes or any other reforms to LIBOR [added: or SOR] that may be enacted in the United Kingdom or elsewhere.

During the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 24.0%, 14.6%] [added: 14.5%, 7.9%] and [removed: 68.8%] [added: 53.9%] of our table games drop at our Macao properties, Marina Bay Sands and our Las Vegas properties, respectively, was from credit-based wagering.

[removed: To the extent our Singapore gaming customers'] assets are situated in such jurisdictions, our Singapore operations may not be able to take enforcement action against such assets to facilitate collection of gaming receivables.

We previously announced the renovation, expansion and rebranding of Sands Cotai Central into The Londoner [removed: Macao, the addition of approximately 370 luxury suites in the Londoner Court] [added: Macao] and the MBS Expansion Project in Singapore.

We [removed: will] [added: may] stop generating any gaming revenues from our [removed: Macao] operations if we cannot secure an extension [added: or renewal] of our [removed: subconcession in 2022 or if the] Macao [removed: government exercises its redemption right.][added: subconcession, which expires in 2022.]

Our subconcession [removed: agreement] expires on June 26, 2022.

[removed: Unless our subconcession is extended,] [added: In addition,] all of VML’s casino premises and gaming-related equipment [removed: will] [added: could] be [removed: transferred] automatically [added: transferred] to the Macao government [removed: on that date] without [added: any] compensation to [removed: us and we will cease to generate gaming revenues from these operations.][added: us.]

We cannot assure you we will be able to [removed: renew or] extend [added: or renew] our subconcession [removed: agreement] on terms favorable to us or at all.

Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong [removed: Kong.][added: Kong, such as those implemented in connection with the COVID-19 Pandemic.]

We cannot assure you we will be able to obtain all necessary approvals, which may have a [added: material adverse effect on our long-term business strategy and operations.]

The Macao government approved smoking control legislation, which prohibits smoking in [removed: casinos.][added: casinos other than in certain enumerated areas.]

Gaming promoters, which [added: are entities licensed by the gaming regulator in Macao to] promote gaming and draw VIP patrons to casinos, are responsible for a portion of our gaming revenues in Macao.

The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong [removed: dollar in Macao.]

Although currently permitted, we cannot assure you patacas will continue to be freely exchangeable [added: into U.S. dollars.]

[added: Dr. Adelson (the wife of] Mr. [removed: Adelson, his] [added: Adelson), her] family members and trusts and other entities established for the benefit of [removed: Mr.] [added: Dr.] Adelson‘s family members (collectively our "Principal Stockholders") beneficially owned approximately 57% of our [added: outstanding common stock as of December 31, 2021.]

[added: (Mr. Adelson was also a Principal Stockholder prior to his death.)] Accordingly, our Principal Stockholders exercise significant influence over our business policies and affairs, including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets.

[removed: On January 26, 2021, we announced Mr.] Goldstein was appointed Chairman and Chief Executive Officer and Patrick Dumont was appointed President and Chief Operating Officer.

[removed: Our ability to maintain our competitive position is dependent to a] large degree on the services of our senior management team, including [removed: Robert G.][added: Messrs.]

Goldstein and [removed: Patrick] Dumont.

We may fail to establish and protect our IP [removed: rights.][added: rights and could be subject to claims of IP infringement.]

If a third party claims we have infringed, currently [removed: infringe,] [added: infringe] or could in the future infringe upon its IP rights, we may need to cease use of such IP, defend our rights or take other steps.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic impact our current construction projects—for example, we have experienced delays in construction projects in Singapore, as we had expected to commence construction on a new tower of Marina Bay Sands by April 2022 and do not expect to be able to commence construction on that timeline.

Government measures intended to address the COVID-19 Pandemic, such as mandatory quarantines, vaccine mandates and regular testing requirements, could also impact the availability of our employees or other workers or could lead to attrition of key employees or reduced willingness of customers to come to our properties.

Any of these events may continue to disrupt our ability to staff our business adequately, could continue to generally disrupt our operations or construction projects, particularly in Singapore where we heavily rely on foreign personnel for construction projects and food and beverage services and other labor-intensive tasks.

These factors could

We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, rising sea levels and shortages of water.

To the extent climate change causes additional changes in weather patterns, our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons and rising sea levels causing damage to these properties, while Las Vegas could be subject to extreme drought conditions leading to water restrictions.

violate federal law or regulations or are designed to evade reporting requirements or have no business or lawful purpose.

Any gaming laws and regulations that apply to us could change or could be interpreted differently in the future, or new laws and regulations could be enacted, and we may incur significant costs to comply, or may be unable to comply, with any new or modified gaming laws and regulations.

For example, due to the impact of the COVID-19 Pandemic, we suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

On March 5, 2021, the United Kingdom Financial Conduct Authority (the "FCA") announced the cessation dates for LIBOR, with all tenors being ceased by June 30, 2023.

In response to the announced cessation of LIBOR, we have renegotiated one of our credit facilities that references LIBOR or SOR as a factor in determining the interest rate for a replacement reference rate and will likely renegotiate others in the future.

To the extent our Singapore gaming customers'

Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful.

We may opportunistically seek to expand our business through, among other things, expansion into new geographies or new ventures complementary to our current operations.

These attempts to expand our business could increase the complexity of our business, require significant levels of investment and strain our management,

personnel, operations and systems.

In addition, our attempts to expand into new geographies could pose additional challenges given our limited operational experience in other jurisdictions.

In order to facilitate such expansion, we may engage in strategic and complementary acquisitions and other transactions or investments involving other integrated resort, hospitality or gaming brands, businesses, properties or other assets, either on our own or in partnership with others, which are subject to challenges and risks that could affect our business, including: our incurrence of significant transaction costs in connection with the pending transaction or investment, regardless of whether it is completed; the restrictions on and obligations with respect to our business that may exist in connection with the pending transaction or investment; fluctuations in our market value, including the depreciation in our market value if the pending transaction or investment is not completed or the failure of the transaction or investment, even if completed, to increase our market value; and failure to integrate acquired businesses successfully or achieve the anticipated benefits or synergies of the transaction.

There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations.

For example, we are obligated to commence certain construction projects in Singapore under the Second Development Agreement by April 2022, which we will be unable to timely commence.

We are in discussions with the Singapore government on the duration of the timeline extension for commencement and completion of the expansion of MBS to fulfill its obligations under the Second Development Agreement.

If such extension is not obtained, we will be in breach of our obligations under the Second Development Agreement.

If our subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease to generate revenues from our gaming operations when our subconcession agreement expires on June 26, 2022.

There is no certainty either of these tax arrangements will be extended beyond their expiration dates.

There can be no assurance we will be able to maintain, or grow, our relationships with gaming promoters or that gaming promoters will continue to be licensed by the gaming regulator to operate in Macao, which could impact our business, financial condition, results of operations and cash flows.

For example, consistent with the overall market in Macao, we terminated our agreements with our three primary gaming promoters in December 2021.

Furthermore, we may be held jointly liable with gaming promoters for activities that occur in our casinos.

On November 19, 2021, Macao’s Court of Final Appeal ruled that gaming concessionaires are jointly liable with gaming promoters, including their managers and employees, for activities carried out by gaming promoters in gaming concessionaires’ casinos where those activities relate to the typical activity of the gaming promoters and are carried out for the benefit of gaming concessionaires.

While we strive for excellence in systems and practices for monitoring the activities of gaming promoters operating in our casinos, we cannot assure you that we will be able to monitor all activities carried out by them.

Furthermore, we cannot assure you to what extent the Macao courts will in the future find us liable for the activities carried out by gaming promoters in our casinos, nor are we able to determine what Macao courts would deem typical activities of gaming promoters to be.

dollar in Macao.

We are subject to a number of risks associated with the proposed sale of the Las Vegas Operations, and these risks could adversely impact our operations, financial condition and business.

On March 2, 2021, we entered into definitive agreements (the “Agreements”) to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”).

We are subject to a number of risks associated with the Las Vegas Sale, including risks associated with: the failure to satisfy, on a timely basis or at all, the closing conditions set forth in the Agreements, including the receipt of regulatory approvals; legal proceedings, judgments or settlements, including those that may be instituted against us, our board of directors and executive officers and others; the restrictions on and obligations with respect to our business set forth in the Agreements; any required payments of indemnification obligations under the Agreements for retained liabilities and breaches of representations, warranties or covenants; fluctuations in our market value, including the depreciation in our market value if the Las Vegas Sale is not completed or the failure of the transaction, even if completed, to increase our market value; the amount and timing of payments (if any) required under the post-closing contingent lease support agreement to be entered into in connection with the closing of the Las Vegas Sale; failure to receive full repayment of the $1.2 billion in seller financing that we anticipate providing at closing; and conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the Agreements, which could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our high standards and applicable law as required under the Agreements.

On January 26, 2021, we announced Robert G.

Our ability to maintain our competitive position is dependent to a

Such competition has intensified recently as certain skilled managers have elected to return to their home countries due to the impact of the COVID-19 Pandemic.

For example, due to the impact of the COVID-19 Pandemic, the government in Singapore is increasingly trying to protect jobs for the local population, which could make it more difficult to obtain and renew visas or work permits for our foreign staff members.

or terrorist acts, or certain liabilities may be, or are, uninsurable or too expensive to justify obtaining insurance.

customer and employee information.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior or could impact our current construction projects in Macao and Singapore.

The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term.

Any of these events may disrupt our ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our

We entered into a comprehensive civil administrative settlement with the SEC on April 7, 2016, and a non-prosecution agreement with the Department of Justice (the "DOJ") on January 19, 2017, which resolved all inquiries related to these government investigations and included ongoing reporting obligations to the DOJ through January 2020.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada.

The risks to which we will have exposure include the following:

- local economic and competitive conditions;

- natural or man-made disasters, pandemics, epidemics, outbreaks of contagious or infectious diseases, such as the COVID-19 Pandemic, political instability, civil unrest, terrorist activity or war;

- inaccessibility due to inclement weather, road construction or closure of primary access routes;

- decline in air passenger traffic due to higher ticket costs, suspension of flights or fears concerning air travel;

- changes in local and state governmental laws and regulations, including gaming laws and regulations;

- changes in the availability of water; and

- a decline in the number of visitors to Macao, Singapore or Las Vegas.

We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

Our main asset is the capital stock of our subsidiaries.

If the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries’ ability to generate sufficient earnings and cash flow to pay dividends or distributions in the future may be negatively impacted.

For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019.

On July 27, 2017, the United Kingdom Financial Conduct Authority (the "FCA") announced it would phase out LIBOR as a benchmark by the end of 2021.

In the meantime, actions by the FCA, other regulators or law enforcement agencies may result in changes to the method by which LIBOR is calculated.

While the expectation is that LIBOR will cease to exist, the future of LIBOR at this time is uncertain.

If LIBOR ceases to exist, we may need to renegotiate our credit facilities that reference LIBOR as a factor in determining the interest rate.

In certain instances, our entities whose functional currency is the U.S. dollar may enter, and will continue to enter, into transactions that are denominated in a currency other than U.S. dollars.

At the date that such transaction is recognized, each asset and liability arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date.

At each balance sheet date, recorded monetary balances denominated in a currency other than U.S. dollars are adjusted to U.S. dollars using the exchange rate at the balance sheet date, with gains or losses recorded in other income (expense), which subjects us to foreign currency transaction risks.

On July 21, 2005, the People's Bank of China announced the renminbi will no longer be pegged to the U.S. dollar, but will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies.

We cannot assure you the Hong Kong dollar will continue to be pegged to the U.S. dollar and the Macao pataca will continue to be pegged to the Hong Kong dollar or the current peg rate for these currencies will remain at the same level.

The floating of the renminbi and possible changes to the pegs of the Macao pataca and/or the Hong Kong dollar may result in severe fluctuations in the exchange rate for these currencies.

Any change in such exchange rates could have a material adverse effect on our operations and on our ability to make payments on certain of our debt instruments.

We do not currently hedge foreign currency risk related to the Hong Kong dollar, renminbi or pataca; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.

Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing us at least one-year prior notice.

In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity.

The amount of this compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by The Venetian Macao during the tax year prior to the redemption multiplied by the number of remaining years before expiration of the subconcession.

We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

material adverse effect on our long-term business strategy and operations.

This legislation permits casinos to maintain designated smoking rooms opened to the public, as long as such rooms comply with certain conditions, namely that no gaming equipment is installed within a three-meter radius from their entrance doors, that they are physically separated from the remaining areas and that no activity other than smoking is conducted inside the rooms, including gaming.

There can be no assurance we will be able to maintain, or grow, our relationships with gaming promoters.

If we are unable to maintain or grow our relationships with gaming promoters, or if the gaming promoters experience financial difficulties or are unable to develop or maintain relationships with our VIP patrons, our ability to grow our gaming revenues will be hampered.

If gaming promoters attempt to negotiate changes to our operational agreements, including higher commissions, it could result in higher costs for us, loss of business to a competitor or loss of relationships with gaming promoters.

Given regulatory requirements and certain economic and other factors occurring in the region, gaming promoters may encounter difficulties in attracting patrons to come to Macao, resulting in decreased gaming volume at our Macao properties.

Credit already extended by gaming promoters to their patrons may become increasingly difficult for them to collect.

Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons [removed: Hotel] Macao; and the Sands Macao.

Our operating segments in the U.S. consist of the Las Vegas Operating Properties, which includes The Venetian Resort Las Vegas and the Sands Expo [removed: Center, and, through May 30, 2019, Sands Bethlehem.][added: Center.]

During [removed: 2020,] [added: 2021,] we [removed: had] achieved milestones in advancing several of our strategic objectives.

We continued progress on our key development projects in Macao for the conversion of Sands Cotai Central into The Londoner [removed: Macao and] [added: Macao,] we opened The [removed: Grand Suites at Four Seasons] [added: Londoner Macao Hotel] in [removed: October 2020,] [added: January 2021,] featuring [removed: gaming spaces] [added: 594 London-themed suites,] and [removed: 289] [added: we opened Londoner Court in September 2021, featuring approximately 370] luxury suites.

COVID-19 [removed: Pandemic][added: Pandemic Update]

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus [added: (“COVID-19”)] was identified and the disease [removed: has since] spread rapidly across the world causing the World Health Organization to declare [removed: on March 12, 2020,] the outbreak of a pandemic [added: on March 12, 2020] (the “COVID-19 Pandemic”).

[removed: Following suspension of all] [added: Our Macao] gaming operations [removed: on February 5, 2020 by] [added: remained open during] the [removed: Macao government,] [added: year ended December 31, 2021, compared to the same period in 2020 when] our Macao [removed: casino] [added: gaming] operations [removed: resumed on] [added: were suspended from] February [removed: 20, 2020,] [added: 5, 2020 to February 19, 2020 due to a government mandate,] except for [added: gaming] operations at The Londoner Macao, which resumed on February 27, 2020.

[removed: Additional health safeguards, such as] [added: On March 3, 2021,] the [removed: requirement to present a] negative COVID-19 test [removed: certificate prior] [added: requirement] to [removed: entering the casino, have been implemented, as well as] [added: enter casinos was removed; however, various other health safeguards implemented by] the [removed: ongoing] [added: Macao government remain in place, including mandatory mask protection,] limitation on the number of seats per table game, slot machine [removed: spacing, temperature checks] [added: spacing] and [removed: mandatory mask protection.][added: temperature checks.]

Management is currently unable to determine when [removed: these] [added: the remaining] measures will be [removed: modified] [added: eased] or cease to be necessary.

Some of our Macao hotel facilities were also closed during the casino suspension in response to the [removed: drop] [added: decrease] in visitation [removed: and,] [added: and were gradually reopened from February 20, 2020,] with the exception of the Conrad [removed: Macao, Cotai Strip] [added: Macao at The Londoner Macao (the “Conrad hotel”),] which reopened on June 13, [removed: 2020, these hotels were gradually reopened from February 20,] 2020.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately [removed: 2,000] [added: 2,100] hotel rooms) [removed: for quarantine purposes] at the Sheraton Grand Macao [removed: Hotel, Cotai Strip] to the Macao government to house individuals who returned to [removed: Macao.][added: Macao for quarantine purposes.]

This tower has been utilized for quarantine purposes on several occasions [removed: including from March 28 to April 30, 2020; from June 7 to August 14, 2020; from December 20,] [added: during] 2020 [removed: until February 6, 2021;] and [removed: will resume on February 20, 2021 until further notice.][added: 2021.]

Operating hours at restaurants [added: and other venues] across our Macao properties are continuously being adjusted in line with [removed: movements] [added: fluctuations] in guest visitation.

The majority of retail outlets in [removed: the] [added: our] various shopping malls are open with reduced operating hours.

[removed: In response, we have suspended our Macao] [added: Our] ferry operations between Macao and Hong [removed: Kong.][added: Kong remain suspended.]

The timing and manner in which our [removed: normal] ferry operations will be able to resume are currently unknown.

Our operations in Macao have been significantly impacted by the [removed: lack of] [added: reduced] visitation to Macao.

The Macao government announced total visitation from mainland China to Macao [added: increased 48.2% and] decreased [removed: 83.0%] [added: 74.8%] for [removed: 2020,] [added: 2021,] as compared to [removed: 2019.][added: 2020 and 2019, respectively.]

The Macao government also announced gross gaming revenue [added: increased by 43.7% and] decreased by [removed: 79.3%] [added: 70.3%] for [removed: 2020,] [added: 2021,] as compared to [removed: 2019.][added: 2020 and 2019, respectively.]

[removed: Visitation] [added: As a result of the border closures, visitation] to Marina Bay Sands [removed: declined significantly due] [added: continues] to [added: be impacted by] the [added: effects of the] COVID-19 Pandemic.

The [removed: STB] [added: Singapore Tourism Board (“STB”)] announced for the 12 months ended [removed: November 30, 2020 (the latest information publicly available at the time of filing),] [added: December 31, 2021,] total visitation to Singapore decreased approximately [removed: 76.6%,] [added: 88.0% and 98.3%,] as compared to the same period in [removed: 2019.][added: 2020 and 2019, respectively.]

[removed: We reopened] [added: This compares to] the [removed: casino, suites within] [added: same period in 2020 when our Las Vegas Operating Properties operations were suspended on March 18, 2020, due to a government mandate, and on June 4, 2020,] The Venetian [removed: Tower and] [added: Tower,] The Palazzo [removed: Tower,] [added: Tower] and select food and beverage outlets [removed: on June 4, 2020,] [added: reopened,] with certain operations subject to reduced capacity.

[removed: Visitation] [added: Our financial results continued] to [added: be adversely impacted by continued decreased visitation at each of] our [removed: Las Vegas Operating Properties declined] [added: operating properties in Asia] due to the COVID-19 Pandemic.

The [removed: LVCVA] [added: Las Vegas Convention and Visitors Authority ("LVCVA")] announced for the [removed: 12] [added: twelve] months ended [removed: November 30, 2020 (the latest information publicly available at the time of filing),] [added: December 31, 2021,] total visitation to Las Vegas [added: increased 69.4% and] decreased [removed: 49.8%,] [added: 24.2%, respectively,] as compared to the same period in [added: 2020 and] 2019.

The LVCVA also announced for the [removed: 12] [added: twelve] months ended [removed: November 30, 2020 (the latest information publicly available at the time of filing),] [added: December 31, 2021,] gross gaming revenue for the Las Vegas Strip [removed: decreased 38.5%,] [added: increased 89.9%, and 7.6%,] as compared to the same period in [removed: 2019.][added: 2020 and 2019, respectively.]

[removed: In connection with reopening the Singapore] [added: At our Macao properties] and [removed: Las Vegas properties,] [added: Marina Bay Sands,] we are adhering to social distancing requirements, which include reduced seating at table games and a decreased number of active slot machines on the casino floor.

Additionally, there is uncertainty [removed: around] [added: of] the impact the COVID-19 Pandemic will continue to have on operations in future periods.

If our Integrated Resorts are not permitted to resume normal operations, travel restrictions such as those related to inbound travel from other countries are not modified or eliminated, [added: there is a resumption of] the [added: suspension of the] China [removed: IVS and other visa programs are suspended] [added: Individual Visit Scheme,] or the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, our operations, cash flows and financial condition will be [removed: additionally and] [added: further] materially impacted.

While [removed: each of] our [added: Macao and Singapore] properties [removed: is currently] [added: were] open and operating at reduced levels due to lower visitation and the implementation of required safety measures as described [removed: above,] [added: above during] the [added: year ended December 31, 2021, the] current economic and regulatory environment on a global basis and in each of our jurisdictions continues to evolve.

We cannot predict the manner in which governments will react as the global and regional impact of [added: the] COVID-19 [added: Pandemic] changes over time, which could significantly alter our current operations.

We have a strong balance sheet and sufficient liquidity in place, including total cash and cash equivalents balance, excluding restricted cash and cash equivalents, of [removed: $2.12] [added: $1.85] billion and access to $1.50 billion, [removed: $2.02] [added: $1.75] billion and [removed: $448] [added: $438] million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, and SGD 3.69 billion (approximately [removed: $2.79] [added: $2.73] billion at exchange rates in effect on December 31, [removed: 2020)] [added: 2021)] under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion [removed: Project,] [added: Project (subject to restrictions] as [added: described further in Part I — Item 1 — Business — Development Projects), as] of December 31, [removed: 2020.][added: 2021.]

[removed: Subsequently, on January 29,] [added: During the year ended December 31,] 2021, SCL drew down [removed: $29] [added: $71] million and HKD [removed: 2.13] [added: 5.31] billion (approximately [removed: $274] [added: $681] million at exchange rates in effect on [removed: January 29,] [added: December 31,] 2021) under this facility for general corporate [removed: purposes, resulting in remaining available borrowing capacity of $2.21 billion.][added: purposes.]

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons [removed: Hotel] Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume.

In hotel operations, average daily rate and revenue per available room indicate the demand for [added: rooms and our ability to capture that demand.]

Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as [removed: casino revenue.]

In Macao and Singapore, [removed: 24.0%] [added: 14.5%] and [removed: 14.6%,] [added: 7.9%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2020.][added: 2021.]

Approximately [removed: 68.8%] [added: 53.9%] of our table games play at our Las Vegas Operating Properties was conducted on a credit basis for the year ended December 31, [removed: 2020.][added: 2021.]

*Hotel revenue measurements:* Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a [removed: period] [added: period,] and average daily room rate [removed: ("ADR",] [added: ("ADR,"] a price indicator), which is the average price of occupied rooms per day.

Net revenues for the year ended December 31, [removed: 2020] [added: 2021] were [removed: $3.61] [added: $4.23] billion, compared to [removed: $13.74] [added: $2.94] billion for the year ended December 31, [removed: 2019.][added: 2020.]

Operating loss was [removed: $1.69 billion,] [added: $689 million,] compared to operating [removed: income] [added: loss] of [removed: $3.70] [added: $1.39] billion for the year ended December 31, [removed: 2019.][added: 2020.]

We continued to strengthen our balance sheet with the issuance of SCL 2027, 2029 and 2031 Senior Notes with an aggregate principal amount of $1.95 billion.

We used the net proceeds from the issuance and cash on hand to redeem in full the outstanding principal amount of the $1.80 billion 4.600% Senior Notes due 2023, and are prepared to complete the sale of the Las Vegas property.

On March 2, 2021, we entered into definitive agreements to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center, for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P, a subsidiary of VICI Properties Inc. The closing of the transaction is subject to regulatory review and other closing conditions and we anticipate the closing of the transaction in the first quarter of 2022.

Governments around the world mandated actions to contain the spread of the virus that included stay-at-home orders, quarantines, capacity limits, closures of non-essential businesses, including entertainment activities, and significant restrictions on travel.

The government actions varied based upon a number of factors, including the extent and severity of the COVID-19 Pandemic within their respective countries and jurisdictions.

Visitation to the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”) has remained substantially below pre-COVID-19 levels as a result of various government policies limiting or discouraging travel.

As of the date of this report, other than people from mainland China who in general may enter Macao without quarantine subject to them holding the appropriate travel documents, a negative COVID-19 test result issued within a specified time period and a green health-code, there remains in place a complete ban on entry or a need to undergo various quarantine requirements depending on the person’s residency and recent travel history.

Our operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

As of the date of this report, most businesses are allowed to remain open, subject to social distancing and health code checking requirements as designated by the Macao government.

In January 2022, the Macao government commenced the roll out and trial of a non-mandatory contact tracing QR code function at a range of businesses including government buildings, restaurants, hotels and other public venues.

From October 4, 2021 to October 30, 2021, an additional tower (approximately 1,800 hotel rooms) at the Sheraton Grand Macao was provided.

As of the date of this report, entry into Singapore is largely limited to Singapore citizens and permanent residents, with certain visitors allowed from specified countries on a quarantine-free basis, subject to certain requirements and health control measures.

Additionally, there are no stay-at-home orders or curfews except for certain individuals arriving into Singapore who are subject to quarantine and individuals who may be assessed to have been exposed to COVID-19 as a result of the government’s contact tracing efforts.

All operations are currently subject to limited capacities and other social distancing measures.

As of the date of this report, Marina Bays Sands has implemented vaccination-differentiated safe management measures ("VDS"), allowing only fully vaccinated individuals; individuals who have recovered from COVID-19 within the past 180 days; or individuals medically ineligible for COVID-19 vaccination to enter the casino and other attractions.

Vaccinated Travel Lanes (VTLs) (travel corridors for vaccinated visitors in receipt of a negative COVID-19 test) were introduced for a number of key source markets in November and December of 2021, however, due to the emergence of the Omicron variant, new ticket sales for the VTLs were suspended on December 23, 2021 through January 20, 2022.

Our operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19.

These government policies will continue to impact (i) the number of people allowed at business-to-business events, sporting events and live performances; (ii) closure or limited seating at food and beverage or entertainment establishments; and (iii) casino capacity limits, among other restrictions.

During the year ended December 31, 2021, gaming operations at Marina Bay Sands were closed from May 17 until May 18, and from July 22 until August 4 due to pandemic-related measures in consultation with the Singapore government authorities.

Effective June 1, 2021, pursuant to State of Nevada and Nevada Gaming Control Board decisions, all capacity limits, restrictions on large gatherings and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and our Las Vegas Operating Properties are operating under pre-pandemic guidelines.

During the year ended December 31, 2021, our Las Vegas Operating Properties were open subject to various capacity limits in place at various times throughout the year.

Convention, meeting and certain entertainment related operations remained closed for a portion of the year ended December 31, 2020.

Visitation to our Las Vegas Operating Properties continues to be impacted by the effects of the COVID-19 Pandemic; however, visitation has increased since restrictions have been lifted.

Macao Subconcession

Gaming in Macao is administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is one.

These concession agreements expire on June 26, 2022.

If VML’s subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and VML could cease to generate revenues from the gaming operations when the subconcession agreement expires on June 26, 2022.

In addition, all of VML’s casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to VML.

On January 18, 2022, the Macao Legislative Assembly published a draft bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming Law 16/2002 (the “Gaming Law”).

Certain changes to the Gaming Law set out in the draft bill include a reduction in the term of future gaming concessions to ten (10) years; authorization of up to six (6) gaming concession contracts; an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $622 million at exchange rates in effect on December 31, 2021); and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.

We are actively monitoring developments with respect to the Macao government’s Gaming Law amendment and concession renewal process and we continue to believe we will be successful in extending the term of our subconcession and/or obtaining a new gaming concession when our current subconcession expires; however, it is possible the Macao government could further change or interpret the associated gaming laws in a manner that could negatively impact us.

Under our SCL senior notes indentures, upon the occurrence of any event resulting from any change in Gaming Law (as defined in the indentures) after which none of Sands China Ltd. (“SCL”) or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the SCL senior notes, for a period of 30 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of SCL and its subsidiaries, taken as a whole, each holder of the SCL senior notes would have the right to require us to repurchase all or any part of such holder's SCL senior notes at par, plus any accrued and unpaid interest (the “Investor Put Option”).

Additionally, under the 2018 SCL Credit Facility, the events that trigger an Investor Put Option under the SCL senior notes (as described above) would be an event of default, which may result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.

The subconcession not being extended or renewed and the potential impact if holders of the notes and the agent have the ability to, and make the election to, accelerate the repayment of our debt would have a material adverse effect on our business, financial condition, results of operations and cash flows.

We intend to follow the process for a concession renewal once the process and requirements are announced by the Macao government.

casino revenue.

| Casino | | | $ | 2,892 | | | | | $ | 2,041 | | | | | 41.7 | | % |

| Rooms | | | 415 | | | | | | 280 | | | | | | 48.2 | | % |

| Food and beverage | | | 199 | | | | | | 156 | | | | | | 27.6 | | % |

| Mall | | | 649 | | | | | | 381 | | | | | | 70.3 | | % |

Finally, we continued to strengthen our balance sheet with the issuance of SCL 2026 and 2030 Senior Notes to provide funds for incremental liquidity and general corporate purposes.

As a result, people across the globe were advised to avoid non-essential travel.

Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations, including our Integrated Resorts for certain periods in 2020 in each of the jurisdictions in which we operate, to contain the spread of the virus.

Visitation to Macao decreased substantially throughout 2020 as a result of various government policies limiting travel.

Travel restrictions and quarantine requirements have been varying in response to changes in circumstances in other countries.

A complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, remains in place for Macao residents, foreign workers residing in Macao and international travelers from countries other than mainland China.

Beginning December 21, 2020, all travelers who have been to any overseas territory, including Hong Kong, but not including mainland China or Taiwan, in the past 14 days will be subject to a 21-day compulsory quarantine at a designated location when arriving in Macao.

Those travelers arriving from mainland China or Taiwan will be subject to a 14-day quarantine.

People from low risk cities in China may enter Macao quarantine free, subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code.

All other foreign nationals, including those holding a temporary work permit, are still not permitted to enter Macao.

The China Individual Visit Scheme ("China IVS") recommenced for certain regions from August 12, 2020, and was extended to more jurisdictions within mainland China effective September 23, 2020.

General travel restrictions within mainland China continue to exist and are updated and revised based on evolving public health consideraions within China.

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020.

Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic.

Our Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and retail mall operations.

The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members.

The casino opened to all SRC members as of July 9, 2020, and to the public as of October 23, 2020.

All operations are currently subject to capacity limitations.

On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents for quarantine upon their initial return from other jurisdictions.

The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020.

Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020.

On September 7, 2020, the STB announced that event organizers would be allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020.

The date on which nightlife venues may reopen is unknown at this time.

In December 2020, Singapore entered phase 3 of reopening, which, among other things, increased our casino operating capacity for Marina Bay Sands from 3,000 players to 3,750 players.

The Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic.

The Nevada government allowed casinos to reopen on June 4, 2020, under strict guidelines issued by the Gaming Control Board and the State of Nevada.

Beginning October 1, 2020, the limit for both public and private events increased from 50 people to the lesser of 250 people or 50% of the room’s capacity (excluding employees, organizers and performers) provided social distancing measures and various safety and related protocols were followed.

MICE events for more than 250 people, but no more than 1,000 people, were allowed subject to certain requirements.

Larger venues, defined as having more than a 2,500 fixed-seating capacity, were allowed to host a gathering of 10% of their total capacity provided they met additional requirements.

As a result of these requirements and lack of customer demand in connection with the impact of the

COVID-19 Pandemic, we have not held any MICE events at our Las Vegas Operating Properties since reopening on June 4, 2020.

In November 2020, the Nevada government tightened capacity and other restrictions, which included, among other things, a 25% capacity limit for gaming establishments and the lesser of 25% or 50 people for MICE events.

These increased restrictions will be in place until at least February 14, 2021.

For example, there have been a number of MICE event cancellations or rescheduling through the end of 2021 and there may be additional restrictions placed on our other services, such as nightclubs and entertainment venues for our Las Vegas properties.

On January 25, 2021, SCL entered into an agreement with lenders to increase commitments under the 2018 SCL Credit Facility by HKD 3.83 billion (approximately $494 million at exchange rates in effect on the date of this transaction).

rooms and our ability to capture that demand.

Our financial results were adversely impacted by decreased visitation at each of our operating properties due to the COVID-19 Pandemic.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Casino | | | $ | 2,268 | | | | | $ | 9,828 | | | | | (76.9) | | % |

Our primary exposures to market risk are interest rate risk associated with our long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar [added: instruments.]

As of December 31, [removed: 2020,] [added: 2021,] the estimated fair value of our long-term debt was approximately [removed: $15.15] [added: $15.06] billion, compared to its contractual value of [removed: $14.12] [added: $14.90] billion.

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by [removed: $557] [added: $515] million.

A hypothetical 100 basis point change in [added: LIBOR, HIBOR and] SOR would cause our annual interest cost on our long-term debt to change by approximately [removed: $31] [added: $37] million.

Foreign currency transaction [removed: gains] [added: losses] for the year ended December 31, [removed: 2020,] [added: 2021,] were [removed: $22] [added: $34] million primarily due to U.S. dollar denominated debt issued by SCL and by Singapore dollar denominated intercompany debt reported in U.S. dollars.

Based on balances as of December 31, [removed: 2020,] [added: 2021,] a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately [removed: $23] [added: $22] million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $67 million.][added: $53 million (net of the impact from the foreign currency swap agreements).]

instruments.

These properties include The Venetian Macao Resort Hotel ("The Venetian Macao"); The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao, Cotai Strip (the "Four Seasons [removed: Hotel] Macao"); and the Sands Macao.

In [removed: 2020,] [added: 2021, for the second consecutive year,] we were named to the Dow Jones Sustainability North America Index and to the Dow Jones Sustainability World Index, recognizing our leadership and performance across economic, environmental and social areas.

For the [removed: third] [added: fourth] consecutive year, we have been named to the A List for both CDP Water Security and CDP Climate Change.

We are committed to creating and investing in industry-leading policies and procedures to safeguard our patrons, partners, employees [removed: and neighbors.]

[added: Project Protect is our] responsible gaming, anti-human trafficking and financial crime prevention program.

Our common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "LVS." Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and our telephone number at that address is (702) [removed: 414-1000.][added: 923-9000.]

In Macao, our operating segments are: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons [removed: Hotel] Macao; and Sands Macao.

In addition to our reportable segments noted above, management also reviews construction and development activities for each of our primary projects currently under development, which include the expansion and rebranding of Sands Cotai Central to The Londoner [removed: Macao,] [added: Macao and] the MBS Expansion Project (as later [removed: defined) and our Las Vegas condominium project (for which construction currently is suspended) in the United States.][added: defined).]

From February 2020 through the date of this report, our operations [removed: were] [added: have been] significantly impacted by a global pandemic (the “COVID-19 Pandemic”).

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao, Singapore and the U.S. have contributed [removed: 55%, 35%] [added: 53%, 36%] and [removed: 10%] [added: 11%] of our total adjusted property EBITDA, respectively, during the [added: previous five years.]

[removed: The broad appeal] of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market.

Management [removed: estimated] [added: estimates] our mass market table revenues typically [removed: generate] [added: generated] a gross margin approximately four times higher than the gross margin on our VIP table [removed: revenues in Macao.][added: revenues.]

Both of these European-themed Integrated Resorts attract broad brand awareness both regionally and globally, which we expect will continue with the opening of The Londoner Macao over the course of [removed: 2021.][added: 2022.]

Adelson was our founder, [removed: chairman] and [removed: chief executive officer.][added: until his death in January 2021, served as our Chairman and Chief Executive Officer.]

Mr. Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than [removed: ten] [added: eleven] years, including the last five as our Executive [removed: Vice-president] [added: Vice President] and Chief Financial Officer, and has prior experience in corporate finance and management.

We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort [added: offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments.]

Our planned development projects include the renovation, expansion and rebranding of Sands Cotai Central into The Londoner [removed: Macao, the addition of suites at the Londoner Court] [added: Macao] and the expansion of Marina Bay Sands.

The Venetian Macao includes approximately 374,000 square feet of gaming space with approximately [removed: 620] [added: 630] table games and [removed: 920] [added: 1,120] slot machines and electronic table games ("ETGs").

The Venetian Macao features a 39-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes at Venetian, approximately [removed: 943,000] [added: 945,000] square feet of unique retail shopping with more than [removed: 340] [added: 320] stores featuring many international brands and home to [removed: 60] [added: 56] restaurants and food outlets featuring an international assortment of cuisines.

In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater, the 15,000-seat Cotai Arena that hosts world-class entertainment and sporting [removed: events and a Paiza Club.][added: events.]

The Londoner Macao (previously Sands Cotai Central), our largest Integrated Resort on the Cotai Strip, is located across the street from The Venetian Macao, The Parisian Macao and The Plaza Macao and Four Seasons [removed: Hotel] Macao.

The Londoner Macao is the result of our [removed: previously announced] renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally.

[removed: Upon completion,] The Londoner Macao [removed: will include] [added: presents a range of new attractions and features, including] some of London’s most recognizable landmarks, such as the Houses of Parliament and [removed: The] [added: the] Elizabeth Tower (commonly known as "Big [removed: Ben").][added: Ben"), and interactive guest experiences.]

[removed: Our] [added: The expansion of our] retail offerings [removed: will be expanded and] [added: has been] rebranded as [removed: the] Shoppes at [removed: Londoner.][added: Londoner in 2021.]

The Integrated Resort [removed: opened in phases beginning in April 2012 and] features four hotel towers.

The first hotel tower includes [removed: (i)] approximately 650 five-star rooms and suites under the Conrad brand and [removed: (ii)] The Londoner Macao [removed: Hotel, which opened in January 2021, with 600 London-themed suites, including 14 exclusive Suites by David Beckham.][added: Hotel.]

The fourth hotel tower consists of [added: Londoner Court and] approximately 400 rooms and suites under the St. Regis brand.

The Integrated Resort includes approximately 351,000 square feet of gaming space with approximately [removed: 470] [added: 480] table games and [removed: 700] [added: 990] slot machines and ETGs, approximately 369,000 square feet of meeting space, a 1,701-seat theater, approximately [removed: 525,000] [added: 532,000] square feet [added: of retail space with more than 110 stores and home to more than 50 restaurants and food outlets featuring an international assortment of cuisines.]

[removed: On September 13, 2016, we opened] The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons [removed: Hotel] Macao, [removed: and] includes approximately 248,000 square feet of gaming space with approximately 270 table games and [removed: 850 slot machines and ETGs.][added: 980]

The Parisian Macao also features approximately 2,500 rooms and suites and the Shoppes at Parisian, approximately 296,000 square feet of unique retail shopping with [removed: more than] 130 stores featuring many international brands and home to [removed: 24] [added: 26] restaurants and food outlets featuring an international assortment of cuisines.

The Plaza Macao and Four Seasons [removed: Hotel] Macao, which is located adjacent to The Venetian Macao, has approximately 127,000 square feet of gaming space with approximately 140 table games and [removed: 20] [added: 170] slot machines and ETGs at its Plaza Casino.

The Plaza Macao and Four Seasons [removed: Hotel] Macao also has 360 elegantly appointed rooms and suites managed by FS Macau Lda., several food and beverage offerings, and conference and banquet facilities.

The Plaza Macao and Four Seasons [removed: Hotel] Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.

The Sands Macao includes approximately 212,000 square feet of gaming space with approximately [removed: 150] [added: 160] table games and [removed: 530] [added: 610] slot machines and ETGs.

The Sands Macao also includes a 289-suite hotel tower, spa [removed: facilities,] [added: facilities and] several restaurants and entertainment [removed: areas, and a Paiza Club.][added: areas.]

The Integrated Resort offers approximately 160,000 square feet of gaming space with approximately [removed: 600] [added: 530] table games and [removed: 2,050] [added: 2,100] slot machines and ETGs; The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.

The Second Development Agreement provides for a total project cost of approximately 4.5 billion Singapore dollars ("SGD," approximately [removed: $3.4] [added: $3.3] billion at exchange rates in effect on December 31, [removed: 2020).][added: 2021).]

On [removed: June 18, 2020,] [added: September 7, 2021,] we [removed: further] amended [removed: our] [added: the] 2012 Singapore Credit [removed: Facility to,] [added: Facility, which,] among other things, [removed: extend to June 30, 2021,] [added: extended] the deadline for delivering the construction [removed: costs] [added: cost] estimate and the construction schedule for the MBS Expansion [removed: Project.][added: Project to March 31, 2022.]

The Venetian Resort Las Vegas has approximately 225,000 square feet of gaming space and includes approximately [removed: 210] [added: 190] table games and [removed: 1,480] [added: 1,780] slot machines and ETGs.

We are working with Madison Square Garden Company ("MSG") to bring a [removed: 400,000-square-foot] [added: 875,000-square-foot] venue built specifically for music and entertainment to Las Vegas.

and neighbors.

The broad appeal

Our construction work on The Londoner Macao Hotel and Londoner Court was completed in 2021.

We anticipate the Londoner Arena, expansion of the Shoppes at Londoner and other amenities to be completed before the end of 2022.

The Integrated Resort also features Londoner Court, which opened on September 16, 2021, and includes approximately 370 luxury suites.

slot machines and ETGs.

We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors.

If we do not meet the March 31, 2022 deadline, we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered to lenders.

On March 2, 2021, we entered into definitive agreements to sell its Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo Center (collectively referred to as the “Las Vegas Operations”) for a total enterprise value of $6.25 billion to Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc., and VICI Properties L.P. We currently anticipate the closing of the transaction in the first quarter of 2022, subject to regulatory review and other closing conditions.

We believe the development of additional integrated resort products in Macao will also drive a higher demand for gaming products.

We believe we will continue to experience Macao market-leading visitation and are focused on driving high-margin

Due to various COVID-19 related restrictions and closures, these transportation methods all continue to be negatively impacted.

As Marina Bay

variety of shopping options.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| Total | | | | | | 2,001,520 | | | | | | 100 | | % | | | | | | |

The latter included the installation of “hospital grade HEPA” filters in certain circulation areas, increased fresh air/exhaust, and utilization of UV air stream disinfection to reduce airborne COVID-19 particles.

The Drop by Drop Project is designed to

The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally.

Our construction work on The Londoner Macao Hotel and Londoner Court was completed in 2021.

We anticipate the Londoner Arena, expansion of the Shoppes at Londoner and other amenities to be completed before the end of 2022.

The Londoner Macao Hotel opened in January 2021 with 594 London-themed suites, including 14 exclusive Suites by David Beckham.

The Integrated Resort also features Londoner Court, which opened on September 16, 2021, and includes approximately 370 luxury suites.

The expansion of our retail offerings has been rebranded as Shoppes at Londoner in 2021.

We expect to fund our developments through a combination of cash on hand, borrowings from the 2018 SCL Credit Facility and surplus from operating cash flows.

We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other factors.

If we do not meet the March 31, 2022 deadline, we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered to lenders.

government.

We were also obligated to develop and open The Venetian Macao and a convention center by December 2007, and we were required to invest, or cause to be invested, at least 4.4 billion patacas (approximately $548 million at exchange rates in effect at the time of the transaction) in various development projects in Macao by June 2009, which obligations we have fulfilled.

Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao

If our subconcession is not extended or renewed, VML may be prohibited from conducting gaming operations in Macao, and we could cease to generate revenues from our gaming operations when our subconcession agreement expires on June 26, 2022.

In addition, all of VML's

On January 18, 2022, the Macao Legislative Assembly published a draft bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming Law 16/2002 (the “Gaming Law”).

Certain changes to the Gaming Law set out in the draft bill include a reduction in the term of future gaming concessions to ten (10) years; authorization of up to six (6) gaming concession contracts; an increase in the minimum capital contribution of concessionaires to 5 billion patacas (approximately $622 million at exchange rates in effect on December 31, 2021); and a prohibition of revenue sharing arrangements between gaming promoters and concessionaires.

We are actively monitoring developments with respect to the Macao government’s Gaming Law amendment and concession renewal process and we continue to believe we will be successful in extending the term of our subconcession and/or obtaining a new gaming concession when our current subconcession expires; however, it is possible the Macao government could further change or interpret the associated gaming laws in a manner that could negatively impact us.

There is no assurance either of these tax arrangements will be extended beyond their expiration dates.

In connection with entering into the Development Agreement, MBS entered into a 60-year lease

On September 7, 2021, we amended the 2012 Singapore Credit Facility, which further extended this deadline to March 31, 2022.

Project Protect is our

previous five years.

offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments.

This project is being delivered in phases, which started in 2020 and will continue through 2021.

The resort will also feature the Londoner Court with approximately 370 luxury suites; construction of the Londoner Court is now complete and we expect it to open later in 2021.

of retail space with more than 130 stores and home to more than 40 restaurants and food outlets featuring an international assortment of cuisines.

We initiated VIP gaming operations in this space in the first quarter of 2020.

In the twelve months ended November 30, 2020 (the latest information publicly available at the time of

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | 2,194,961 | | | | | | 100 | | % | | | | | | |

- Coverage of all COVID-19 Pandemic testing and treatment under all of the Company’s medical plans at no cost to the employees and their dependents.

The latter included the installation of “hospital grade” filters and the use of more fresh air from outside to prevent the recirculation of virus particles and other pathogens.

Construction work on the conversion of Sands Cotai Central into the new destination Integrated Resort, The Londoner Macao, is progressing.

This project is being delivered in phases, which started in 2020 and will continue throughout 2021.

The resort will also feature the Londoner Court with approximately 370 luxury suites; construction of the Londoner Court is now complete and we expect it to open in 2021.

The ultimate costs and completion dates for The Londoner Macao development is subject to change as we complete the project.

See "Item

United States

We began constructing a high-rise residential condominium tower (the "Las Vegas Condo Tower"), located on the Las Vegas Strip within The Venetian Resort Las Vegas.

In 2008, we suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions.

We continue to evaluate the highest return opportunity for the project.

The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.

Should management decide to abandon the project, we could record a charge for some portion of the $130 million in capitalized construction costs (net of depreciation) as of December 31, 2020.

original owners, would require the approval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities.

Beginning on December 26, 2017, the Macao government may redeem our subconcession by giving us at least one-year prior notice and by paying us fair compensation or indemnity.

subconcession agreement expires.

We intend to request extensions of these tax arrangements, however, there is no assurance we will receive the additional agreement.

MBS also must comply with comprehensive internal control standards or regulations concerning advertising; branch office operations; the location, floor plans and layout of the casino; casino operations

The casino tax rates will not be changed until March 1, 2022.

The

in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

For a discussion of each of our malls in Las Vegas, see "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — Mall Activities."

For a discussion of legal proceedings, see "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — [removed: Note 14 — Commitments] [added: [](#if42916b52e004078a8d3452108d895bc_142)[Note 1](#if42916b52e004078a8d3452108d895bc_142)[5](#if42916b52e004078a8d3452108d895bc_142) [—](#if42916b52e004078a8d3452108d895bc_142) [Commitments] and [removed: Contingencies] [added: Contingencies](#if42916b52e004078a8d3452108d895bc_142)] — Litigation."

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was [removed: $15,059,203,280] [added: $17,432,074,780] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 763,842,938] [added: 763,989,752] shares of common stock outstanding as of February [removed: 2, 2021.][added: 1, 2022.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated into Part III (Item 10 through Item 14) of this Annual Report on Form 10-K. | | | | | | | | |

| [ITEM [removed: 1](#if6bab9c031a445a3acab0952665a76e1_13)] [added: 1](#if42916b52e004078a8d3452108d895bc_13)] | | | — | | | [removed: [BUSINESS](#if6bab9c031a445a3acab0952665a76e1_13)] [added: [BUSINESS](#if42916b52e004078a8d3452108d895bc_13)] | | | [removed: [3](#if6bab9c031a445a3acab0952665a76e1_13)] [added: [3](#if42916b52e004078a8d3452108d895bc_13)] | | |

| [ITEM [removed: 1A](#if6bab9c031a445a3acab0952665a76e1_16)] [added: 1A](#if42916b52e004078a8d3452108d895bc_16)] | | | — | | | [RISK [removed: FACTORS](#if6bab9c031a445a3acab0952665a76e1_16)] [added: FACTORS](#if42916b52e004078a8d3452108d895bc_16)] | | | [removed: [22](#if6bab9c031a445a3acab0952665a76e1_16)] [added: [24](#if42916b52e004078a8d3452108d895bc_16)] | | |

| [ITEM [removed: 1B](#if6bab9c031a445a3acab0952665a76e1_19)] [added: 1B](#if42916b52e004078a8d3452108d895bc_19)] | | | — | | | [UNRESOLVED STAFF [removed: COMMENTS](#if6bab9c031a445a3acab0952665a76e1_19)] [added: COMMENTS](#if42916b52e004078a8d3452108d895bc_19)] | | | [removed: [36](#if6bab9c031a445a3acab0952665a76e1_19)] [added: [38](#if42916b52e004078a8d3452108d895bc_19)] | | |

| [ITEM [removed: 2](#if6bab9c031a445a3acab0952665a76e1_22)] [added: 2](#if42916b52e004078a8d3452108d895bc_22)] | | | — | | | [removed: [PROPERTIES](#if6bab9c031a445a3acab0952665a76e1_22)] [added: [PROPERTIES](#if42916b52e004078a8d3452108d895bc_22)] | | | [removed: [36](#if6bab9c031a445a3acab0952665a76e1_22)] [added: [38](#if42916b52e004078a8d3452108d895bc_22)] | | |

| [ITEM [removed: 3](#if6bab9c031a445a3acab0952665a76e1_25)] [added: 3](#if42916b52e004078a8d3452108d895bc_25)] | | | — | | | [LEGAL [removed: PROCEEDINGS](#if6bab9c031a445a3acab0952665a76e1_25)] [added: PROCEEDINGS](#if42916b52e004078a8d3452108d895bc_25)] | | | [removed: [37](#if6bab9c031a445a3acab0952665a76e1_25)] [added: [38](#if42916b52e004078a8d3452108d895bc_25)] | | |

| [ITEM [removed: 4](#if6bab9c031a445a3acab0952665a76e1_28)] [added: 4](#if42916b52e004078a8d3452108d895bc_28)] | | | — | | | [MINE SAFETY [removed: DISCLOSURES](#if6bab9c031a445a3acab0952665a76e1_28)] [added: DISCLOSURES](#if42916b52e004078a8d3452108d895bc_28)] | | | [removed: [37](#if6bab9c031a445a3acab0952665a76e1_28)] [added: [38](#if42916b52e004078a8d3452108d895bc_28)] | | |

| [ITEM [removed: 5](#if6bab9c031a445a3acab0952665a76e1_34)] [added: 5](#if42916b52e004078a8d3452108d895bc_34)] | | | — | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if6bab9c031a445a3acab0952665a76e1_34)] [added: SECURITIES](#if42916b52e004078a8d3452108d895bc_34)] | | | [removed: [38](#if6bab9c031a445a3acab0952665a76e1_34)] [added: [39](#if42916b52e004078a8d3452108d895bc_34)] | | |

| [ITEM [removed: 7](#if6bab9c031a445a3acab0952665a76e1_40)] [added: 7](#if42916b52e004078a8d3452108d895bc_40)] | | | — | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#if6bab9c031a445a3acab0952665a76e1_40)] [added: OPERATIONS](#if42916b52e004078a8d3452108d895bc_40)] | | | [removed: [42](#if6bab9c031a445a3acab0952665a76e1_40)] [added: [41](#if42916b52e004078a8d3452108d895bc_40)] | | |

| [ITEM [removed: 7A](#if6bab9c031a445a3acab0952665a76e1_70)] [added: 7A](#if42916b52e004078a8d3452108d895bc_67)] | | | — | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if6bab9c031a445a3acab0952665a76e1_70)] [added: RISK](#if42916b52e004078a8d3452108d895bc_67)] | | | [removed: [65](#if6bab9c031a445a3acab0952665a76e1_70)] [added: [65](#if42916b52e004078a8d3452108d895bc_67)] | | |

| [ITEM [removed: 8](#if6bab9c031a445a3acab0952665a76e1_73)] [added: 8](#if42916b52e004078a8d3452108d895bc_70)] | | | — | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if6bab9c031a445a3acab0952665a76e1_73)] [added: DATA](#if42916b52e004078a8d3452108d895bc_70)] | | | [removed: [67](#if6bab9c031a445a3acab0952665a76e1_73)] [added: [66](#if42916b52e004078a8d3452108d895bc_70)] | | |

| [ITEM [removed: 9](#if6bab9c031a445a3acab0952665a76e1_196)] [added: 9](#if42916b52e004078a8d3452108d895bc_163)] | | | — | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if6bab9c031a445a3acab0952665a76e1_196)] [added: DISCLOSURE](#if42916b52e004078a8d3452108d895bc_163)] | | | [removed: [120](#if6bab9c031a445a3acab0952665a76e1_196)] [added: [128](#if42916b52e004078a8d3452108d895bc_163)] | | |

| [ITEM [removed: 9A](#if6bab9c031a445a3acab0952665a76e1_199)] [added: 9A](#if42916b52e004078a8d3452108d895bc_166)] | | | — | | | [CONTROLS AND [removed: PROCEDURES](#if6bab9c031a445a3acab0952665a76e1_199)] [added: PROCEDURES](#if42916b52e004078a8d3452108d895bc_166)] | | | [removed: [120](#if6bab9c031a445a3acab0952665a76e1_199)] [added: [128](#if42916b52e004078a8d3452108d895bc_166)] | | |

| [ITEM [removed: 10](#if6bab9c031a445a3acab0952665a76e1_208)] [added: 10](#if42916b52e004078a8d3452108d895bc_175)] | | | — | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#if6bab9c031a445a3acab0952665a76e1_208)] [added: GOVERNANCE](#if42916b52e004078a8d3452108d895bc_175)] | | | [removed: [121](#if6bab9c031a445a3acab0952665a76e1_208)] [added: [129](#if42916b52e004078a8d3452108d895bc_175)] | | |

| [ITEM [removed: 12](#if6bab9c031a445a3acab0952665a76e1_214)] [added: 12](#if42916b52e004078a8d3452108d895bc_181)] | | | — | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#if6bab9c031a445a3acab0952665a76e1_214)] [added: MATTERS](#if42916b52e004078a8d3452108d895bc_181)] | | | [removed: [121](#if6bab9c031a445a3acab0952665a76e1_214)] [added: [129](#if42916b52e004078a8d3452108d895bc_181)] | | |

| [ITEM [removed: 13](#if6bab9c031a445a3acab0952665a76e1_217)] [added: 13](#if42916b52e004078a8d3452108d895bc_184)] | | | — | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#if6bab9c031a445a3acab0952665a76e1_217)] [added: INDEPENDENCE](#if42916b52e004078a8d3452108d895bc_184)] | | | [removed: [121](#if6bab9c031a445a3acab0952665a76e1_217)] [added: [129](#if42916b52e004078a8d3452108d895bc_184)] | | |

| [ITEM [removed: 14](#if6bab9c031a445a3acab0952665a76e1_220)] [added: 14](#if42916b52e004078a8d3452108d895bc_187)] | | | — | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#if6bab9c031a445a3acab0952665a76e1_220)] [added: SERVICES](#if42916b52e004078a8d3452108d895bc_187)] | | | [removed: [121](#if6bab9c031a445a3acab0952665a76e1_220)] [added: [129](#if42916b52e004078a8d3452108d895bc_187)] | | |

| [ITEM [removed: 15](#if6bab9c031a445a3acab0952665a76e1_226)] [added: 15](#if42916b52e004078a8d3452108d895bc_193)] | | | — | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#if6bab9c031a445a3acab0952665a76e1_226)] [added: SCHEDULES](#if42916b52e004078a8d3452108d895bc_193)] | | | [removed: [122](#if6bab9c031a445a3acab0952665a76e1_226)] [added: [130](#if42916b52e004078a8d3452108d895bc_193)] | | |

(702) 923-9000

| [PART I](#if42916b52e004078a8d3452108d895bc_10) | | | | | | | | | | | |

| [PART II](#if42916b52e004078a8d3452108d895bc_31) | | | | | | | | | | | |

| [ITEM 6](#if42916b52e004078a8d3452108d895bc_37) | | | — | | | \[[RESERVED](#if42916b52e004078a8d3452108d895bc_37)\] | | | [40](#if42916b52e004078a8d3452108d895bc_37) | | |

| [ITEM 9B](#if42916b52e004078a8d3452108d895bc_169) | | | — | | | [OTHER INFORMATION](#if42916b52e004078a8d3452108d895bc_169) | | | [129](#if42916b52e004078a8d3452108d895bc_169) | | |

| [ITEM 9C](#if42916b52e004078a8d3452108d895bc_2199023257305) | | | — | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#if42916b52e004078a8d3452108d895bc_2199023257305) | | | [129](#if42916b52e004078a8d3452108d895bc_2199023257305) | | |

| [PART III](#if42916b52e004078a8d3452108d895bc_172) | | | | | | | | | | | |

| [ITEM 11](#if42916b52e004078a8d3452108d895bc_178) | | | — | | | [EXECUTIVE COMPENSATION](#if42916b52e004078a8d3452108d895bc_178) | | | [129](#if42916b52e004078a8d3452108d895bc_178) | | |

| [PART IV](#if42916b52e004078a8d3452108d895bc_190) | | | | | | | | | | | |

| [ITEM 16](#if42916b52e004078a8d3452108d895bc_196) | | | — | | | [FORM 10-K SUMMARY](#if42916b52e004078a8d3452108d895bc_196) | | | [137](#if42916b52e004078a8d3452108d895bc_196) | | |

| [SIGNATURES](#if42916b52e004078a8d3452108d895bc_199) | | | | | | | | | [138](#if42916b52e004078a8d3452108d895bc_199) | | |

(702) 414-1000

| [PART I](#if6bab9c031a445a3acab0952665a76e1_10) | | | | | | | | | | | |

| [PART II](#if6bab9c031a445a3acab0952665a76e1_31) | | | | | | | | | | | |

| [ITEM 6](#if6bab9c031a445a3acab0952665a76e1_37) | | | — | | | [SELECTED FINANCIAL DATA](#if6bab9c031a445a3acab0952665a76e1_37) | | | [40](#if6bab9c031a445a3acab0952665a76e1_37) | | |

| [ITEM 9B](#if6bab9c031a445a3acab0952665a76e1_202) | | | — | | | [OTHER INFORMATION](#if6bab9c031a445a3acab0952665a76e1_202) | | | [121](#if6bab9c031a445a3acab0952665a76e1_202) | | |

| [PART III](#if6bab9c031a445a3acab0952665a76e1_205) | | | | | | | | | | | |

| [ITEM 11](#if6bab9c031a445a3acab0952665a76e1_211) | | | — | | | [EXECUTIVE COMPENSATION](#if6bab9c031a445a3acab0952665a76e1_211) | | | [121](#if6bab9c031a445a3acab0952665a76e1_211) | | |

| [PART IV](#if6bab9c031a445a3acab0952665a76e1_223) | | | | | | | | | | | |

| [ITEM 16](#if6bab9c031a445a3acab0952665a76e1_229) | | | — | | | [FORM 10-K SUMMARY](#if6bab9c031a445a3acab0952665a76e1_229) | | | [129](#if6bab9c031a445a3acab0952665a76e1_229) | | |

| [SIGNATURES](#if6bab9c031a445a3acab0952665a76e1_232) | | | | | | | | | [130](#if6bab9c031a445a3acab0952665a76e1_232) | | |

We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and the sites on which The Venetian Macao, The Plaza Macao and Four Seasons [removed: Hotel] Macao, The Londoner Macao and The Parisian Macao are located.

In October 2008, the Macao government amended our land concession to separate the retail and hotel portions of The Plaza Macao and Four Seasons [removed: Hotel] Macao parcel and allowed us to subdivide the parcel into four separate components, consisting of retail; hotel/casino; an apart-hotel tower; and parking areas.

We continue to retain fee title to the Acquired Airspace if ever needed for further expansion.

See "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Leasehold Interests in Land, Net" for more information on our payment obligation under these land concessions.

We continue to retain fee title to the Acquired Airspace in order to resume building when demand and market conditions improve.

The Company's common stock trades on the NYSE under the symbol "LVS." As of February [removed: 2, 2021,] [added: 1, 2022,] there were [removed: 763,842,938] [added: 763,989,752] shares of our common stock outstanding that were held by [removed: 309] [added: 292] stockholders of record.

See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions" and "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 8] [added: 10] — Long-Term Debt."

During the year ended December 31, [removed: 2020,] [added: 2021,] no shares of our common stock were repurchased under this program.

The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| | | | | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | [removed: 12/31/2020] [added: 12/31/2021] | | |

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 136.21 | | | | | $ | 106.84 | | | | | $ | 148.97 | | | | | $ | 131.09 | | $ | 82.79 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | $ | 233.41 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 140.14 | | | | | $ | 97.24 | | | | | $ | 143.49 | | | | | $ | 128.65 | | $ | 112.16 | |

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 128.75 | | | | | $ | 175.38 | | | | | $ | 137.56 | | | | | $ | 191.80 | | $ | 168.78 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 111.95 | | | | | $ | 136.38 | | | | | $ | 116.67 | | | | | $ | 130.39 | | $ | 202.96 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 128.19 | | | | | $ | 179.66 | | | | | $ | 124.66 | | | | | $ | 183.94 | | $ | 164.92 | |

The following reflects selected historical financial data that should be read in conjunction with "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

The historical results are not necessarily indicative of the results of operations to be expected in the future.

We adopted ASC 842, Leases, effective January 1, 2019, on a prospective basis.

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Leases" for further information regarding these changes.

Total assets for the years ended December 31, 2018, 2017 and 2016 were not revised and are presented in accordance with ASC 840, Leases, and related interpretations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020(1) | | | | | | 2019(2) | | | | | | 2018(3) | | | | | | 2017(4) | | | | | | 2016(5) | | |

| | | | (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| STATEMENT OF OPERATIONS DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 3,612 | | | | | $ | 13,739 | | | | | $ | 13,729 | | | | | $ | 12,728 | | | | | $ | 11,271 | |

| Operating expenses | | | 5,300 | | | | | | 10,041 | | | | | | 9,978 | | | | | | 9,264 | | | | | | 8,769 | | |

| Operating income (loss) | | | (1,688) | | | | | | 3,698 | | | | | | 3,751 | | | | | | 3,464 | | | | | | 2,502 | | |

| Interest income | | | 21 | | | | | | 74 | | | | | | 59 | | | | | | 16 | | | | | | 10 | | |

| Interest expense, net of amounts capitalized | | | (536) | | | | | | (555) | | | | | | (446) | | | | | | (327) | | | | | | (274) | | |

| Other income (expense) | | | 22 | | | | | | 23 | | | | | | 26 | | | | | | (94) | | | | | | 31 | | |

| Gain on sale of Sands Bethlehem | | | — | | | | | | 556 | | | | | | — | | | | | | — | | | | | | — | | |

| Loss on modification or early retirement of debt | | | — | | | | | | (24) | | | | | | (64) | | | | | | (5) | | | | | | (5) | | |

| Income (loss) before income taxes | | | (2,181) | | | | | | 3,772 | | | | | | 3,326 | | | | | | 3,054 | | | | | | 2,264 | | |

| Income tax (expense) benefit | | | 38 | | | | | | (468) | | | | | | (375) | | | | | | 209 | | | | | | (239) | | |

| Net income (loss) | | | (2,143) | | | | | | 3,304 | | | | | | 2,951 | | | | | | 3,263 | | | | | | 2,025 | | |

| Net (income) loss attributable to noncontrolling interests | | | 458 | | | | | | (606) | | | | | | (538) | | | | | | (455) | | | | | | (346) | | |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | $ | (1,685) | | | | | $ | 2,698 | | | | | $ | 2,413 | | | | | $ | 2,808 | | | | | $ | 1,679 | |

| Per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic and diluted earnings (loss) per share | | | $ | (2.21) | | | | | $ | 3.50 | | | | | $ | 3.07 | | | | | $ | 3.55 | | | | | $ | 2.11 | |

| Cash dividends declared per common share(6) | | | $ | 0.79 | | | | | $ | 3.08 | | | | | $ | 3.00 | | | | | $ | 2.92 | | | | | $ | 2.88 | |

| OTHER DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | $ | 1,330 | | | | | $ | 1,216 | | | | | $ | 949 | | | | | $ | 837 | | | | | $ | 1,398 | |

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020(7) | | | | | | 2019(8) | | | | | | 2018(9) | | | | | | 2017 | | | | | | 2016 | | |

| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| BALANCE SHEET DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 20,807 | | | | | $ | 23,199 | | | | | $ | 22,547 | | | | | $ | 20,687 | | | | | $ | 20,469 | |

| Long-term debt | | | $ | 13,931 | | | | | $ | 12,422 | | | | | $ | 11,874 | | | | | $ | 9,344 | | | | | $ | 9,428 | |

| Total Las Vegas Sands Corp. stockholders' equity | | | $ | 2,973 | | | | | $ | 5,187 | | | | | $ | 5,684 | | | | | $ | 6,486 | | | | | $ | 6,177 | |

_________________________

(1)During the year ended December 31, 2020, operations in each of our jurisdictions were significantly impacted by the COVID-19 Pandemic.

(2)We completed the sale of Sands Bethlehem on May 31, 2019.

Results of operations include Sands Bethlehem through May 30, 2019.

| [Reports of Independent Registered Public Accounting [removed: Firm](#if6bab9c031a445a3acab0952665a76e1_76)] [added: Firm](#if42916b52e004078a8d3452108d895bc_73) (PCAOB ID 34)] | | | [removed: [68](#if6bab9c031a445a3acab0952665a76e1_76)] [added: [67](#if42916b52e004078a8d3452108d895bc_73)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 20](#if6bab9c031a445a3acab0952665a76e1_79)[20](#if6bab9c031a445a3acab0952665a76e1_79)] [added: 202](#if42916b52e004078a8d3452108d895bc_76)[1](#if42916b52e004078a8d3452108d895bc_76)] [and [removed: 20](#if6bab9c031a445a3acab0952665a76e1_79)[19](#if6bab9c031a445a3acab0952665a76e1_79)] [added: 20](#if42916b52e004078a8d3452108d895bc_76)[20](#if42916b52e004078a8d3452108d895bc_76)] | | | [removed: [71](#if6bab9c031a445a3acab0952665a76e1_79)] [added: [71](#if42916b52e004078a8d3452108d895bc_76)] | | |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2](#if6bab9c031a445a3acab0952665a76e1_85)[0](#if6bab9c031a445a3acab0952665a76e1_85)[20](#if6bab9c031a445a3acab0952665a76e1_85)] [added: 202](#if42916b52e004078a8d3452108d895bc_79)[1](#if42916b52e004078a8d3452108d895bc_79)] | | | [removed: [72](#if6bab9c031a445a3acab0952665a76e1_85)] [added: [72](#if42916b52e004078a8d3452108d895bc_79)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if6bab9c031a445a3acab0952665a76e1_88) [(Loss)](#if6bab9c031a445a3acab0952665a76e1_88) [for] [added: Income (Loss) for] each of the three years in the period ended December [removed: 31,](#if6bab9c031a445a3acab0952665a76e1_88) [2020](#if6bab9c031a445a3acab0952665a76e1_88)] [added: 31, 202](#if42916b52e004078a8d3452108d895bc_82)[1](#if42916b52e004078a8d3452108d895bc_82)] | | | [removed: [73](#if6bab9c031a445a3acab0952665a76e1_88)] [added: [73](#if42916b52e004078a8d3452108d895bc_82)] | | |

| [Consolidated Statements of Equity for each of the three years in the period ended December [removed: 31,](#if6bab9c031a445a3acab0952665a76e1_91) [2020](#if6bab9c031a445a3acab0952665a76e1_91)] [added: 31, 202](#if42916b52e004078a8d3452108d895bc_85)[1](#if42916b52e004078a8d3452108d895bc_85)] | | | [removed: [74](#if6bab9c031a445a3acab0952665a76e1_91)] [added: [74](#if42916b52e004078a8d3452108d895bc_85)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December [removed: 31,](#if6bab9c031a445a3acab0952665a76e1_97) [2020](#if6bab9c031a445a3acab0952665a76e1_97)] [added: 31, 202](#if42916b52e004078a8d3452108d895bc_88)[1](#if42916b52e004078a8d3452108d895bc_88)] | | | [removed: [75](#if6bab9c031a445a3acab0952665a76e1_97)] [added: [75](#if42916b52e004078a8d3452108d895bc_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if6bab9c031a445a3acab0952665a76e1_100)] [added: Statements](#if42916b52e004078a8d3452108d895bc_91)] | | | [removed: [77](#if6bab9c031a445a3acab0952665a76e1_100)] [added: [77](#if42916b52e004078a8d3452108d895bc_91)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#if6bab9c031a445a3acab0952665a76e1_193)] [added: Accounts](#if42916b52e004078a8d3452108d895bc_160)] | | | [removed: [119](#if6bab9c031a445a3acab0952665a76e1_193)] [added: [127](#if42916b52e004078a8d3452108d895bc_160)] | | |

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Valuation of Casino Receivables — Refer to Notes 2 and [removed: 3] [added: 4] to the financial statements

[removed: As discussed in Note 2 to the financial statements, accounts] [added: Accounts] receivable [removed: at] [added: as of] December 31, [removed: 2020] [added: 2021] include credit extended to casino patrons and gaming promoters.

The Company also specifically analyzes the collectability of each account [added: with a balance over a specified dollar amount, based upon the]

[removed: with a balance over a specified dollar amount, based upon the] age of the account, the customer's financial condition, collection history, and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

Auditing the valuation of accounts receivable involved a high degree of subjectivity in evaluating management’s judgments related to the collectability of patron [removed: and gaming promoter] accounts receivable, especially as it relates to the evaluation of patron [removed: and gaming promoter] assets available to repay amounts owed.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2020] [added: 2021] of the Company and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on those financial statements and financial [removed: statement] schedule.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal [removed: Control] [added: Controls] over Financial Reporting.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 2,121] [added: 55] | | | | | $ | [removed: 4,226] [added: 39] | |

| Accounts receivable, net of provision for credit losses of [removed: $314] [added: $58] and [removed: $282] [added: $59] | | | [removed: 338] [added: 126] | | | | | | [removed: 844] [added: 86] | | |

| Inventories | | | [removed: 32] [added: 22] | | | | | | [removed: 37] [added: 22] | | |

| Prepaid expenses and other | | | [removed: 137] [added: 23] | | | | | | [removed: 182] [added: 23] | | |

| Total current assets | | | [removed: 2,644] [added: 5,510] | | | | | | [removed: 5,305] [added: 5,707] | | |

[removed: |] [added: Note 5 —] Property and [removed: equipment, net | | | 15,109 | | | | | | 14,844 | | |][added: Equipment, Net]

| Deferred income taxes, net | | | [removed: 318] [added: 297] | | | | | | [removed: 282] [added: 318] | | |

| Leasehold interests in land, net | | | [removed: 2,256] [added: 2,166] | | | | | | [removed: 2,272] [added: 2,256] | | |

| Intangible assets, net | | | [removed: 25] [added: 19] | | | | | | [removed: 42] [added: 25] | | |

| Other assets, net | | | [removed: 455] [added: 217] | | | | | | [removed: 454] [added: 221] | | |

| Total assets | | | $ | [removed: 20,807] [added: 20,059] | | | | | $ | [removed: 23,199] [added: 20,807] | |

| Accounts payable | | | $ | [removed: 98] [added: 77] | | | | | $ | [removed: 149] [added: 89] | |

| Construction payables | | | [removed: 342] [added: 8] | | | | | | [removed: 334] [added: 6] | | |

[removed: |] [added: Note 8 —] Other [removed: accrued liabilities | | | 1,706 | | | | | | 2,396 | | |][added: Accrued Liabilities]

| Income taxes payable | | | [removed: 87] [added: 32] | | | | | | [removed: 275] [added: 87] | | |

| [added: Finance | | | | | |] Current maturities of long-term debt | | | [removed: 76] | | | [added: $] | [added: 10] | | [removed: 70] | | | [added: $ | 12 | | | | | | | |]

Critical Audit Matters

Long-Term Debt – Macao Related – Refer to Notes 1 and 10 to the financial statements

The Company classified (i) senior notes issued by the Company’s 69.9% owned subsidiary, Sands China, Ltd. (“SCL”), with an aggregate carrying value of $7,091 million (the “SCL Senior Notes”), and (ii) $753 million in loans outstanding under the SCL’s revolving credit facility (the “SCL Loans”) as long-term debt as of December 31, 2021.

The SCL Senior Notes mature, and the SCL revolving credit facility (of which the SCL Loans are part) terminates, beyond one year after December 31, 2021.

Venetian Macau Limited (“VML”), a subsidiary of SCL and indirect subsidiary of the Company, conducts gaming operations in Macao pursuant to concession agreements awarded by the Macao government to three different concessionaires and three subconcessionaires, of which VML is one.

These concession agreements are set to expire on June 26, 2022.

SCL intends to follow the process for a concession renewal once the process and requirements are announced by the Macao government.

The indentures of the SCL Senior Notes include an “Investor Put Option” that could potentially be triggered if none of SCL or any of its subsidiaries own or manage casino or gaming areas in Macao or operates casino games in substantially the same manner as of the SCL Senior Notes issue date for a period of 30 consecutive days or more and such event has a material adverse effect on the financial condition, business properties, or results of operations of SCL and its subsidiaries taken as a whole.

If both of these conditions occur, it would result in each holder of the SCL Senior Notes having the right to require SCL to repurchase all or any part of such holder’s SCL Senior Notes, potentially within one year of December 31, 2021.

Additionally, under the terms of SCL’s credit facility, the events that trigger an Investor Put Option under the SCL Senior Notes (as described above) would be an event of default, which may result in commitments being immediately cancelled, in whole or in part, and the related outstanding balances and accrued interest, if any, becoming immediately due and payable.

Auditing the classification of the SCL Senior Notes and SCL Loans as current or noncurrent liabilities involved a high degree of auditor judgment and an increased extent of effort, as this classification is, in part, dependent on management’s assessment of the probability of the Investor Put Option becoming exercisable within one year of December 31, 2021, which is a subjective assessment that required management to consider many factors, specifically as it relates to the likelihood of the gaming subconcession being extended or renewed beyond June 26, 2022.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to management’s assessment of the likelihood of the gaming subconcession being extended or renewed included the following, among others:

- We tested the effectiveness of controls over management’s process to determine the classification of debt, including such controls over (i) assessing the likelihood of the gaming subconcession being extended or renewed and (ii) identifying and assessing applicable authoritative accounting standards and related interpretive literature, as well as the information used by management in those controls.

- We consulted with subject matter experts within our firm regarding the application of accounting principles generally accepted in the United States of America pertaining to the classification of indebtedness.

- We evaluated the Company’s disclosures related to the renewal or extension of the gaming subconcession.

- We evaluated relevant information known to us, including information provided to us by the Company’s management and information that was publicly available, particularly regarding recent developments pertaining to the formulation by the Macao government of the process and requirements for renewal or the potential extension of VML’s ability to conduct gaming operations in Macao.

| February 4, 2022 | | |

| February 4, 2022 | | |

| Cash and cash equivalents | | | $ | 1,854 | | | | | $ | 2,082 | |

| Accounts receivable, net of provision for credit losses of $232 and $255 | | | 202 | | | | | | 252 | | |

| Prepaid expenses and other | | | 113 | | | | | | 113 | | |

| Current assets of discontinued operations held for sale | | | 3,303 | | | | | | 3,222 | | |

| Construction payables | | | 227 | | | | | | 336 | | |

| Current liabilities of discontinued operations held for sale | | | 821 | | | | | | 755 | | |

| Long-term debt and finance leases | | | 14,721 | | | | | | 13,929 | | |

| Casino | | | $ | 2,892 | | | | | $ | 2,041 | | | | | $ | 9,384 | |

| Rooms | | | 415 | | | | | | 280 | | | | | | 1,142 | | |

| Food and beverage | | | 199 | | | | | | 156 | | | | | | 550 | | |

| Net revenues | | | 4,234 | | | | | | 2,940 | | | | | | 12,127 | | |

| Casino | | | 2,068 | | | | | | 1,585 | | | | | | 5,073 | | |

| Rooms | | | 164 | | | | | | 136 | | | | | | 255 | | |

| Food and beverage | | | 244 | | | | | | 236 | | | | | | 467 | | |

| General and administrative | | | 831 | | | | | | 798 | | | | | | 1,118 | | |

| Depreciation and amortization | | | 1,041 | | | | | | 997 | | | | | | 1,020 | | |

| | | | 4,923 | | | | | | 4,333 | | | | | | 8,762 | | |

| Operating income (loss) | | | (689) | | | | | | (1,393) | | | | | | 3,365 | | |

| Income (loss) from continuing operations before income taxes | | | (1,474) | | | | | | (1,876) | | | | | | 3,600 | | |

| Income tax (expense) benefit | | | 5 | | | | | | (24) | | | | | | (432) | | |

| Net income (loss) from continuing operations | | | (1,469) | | | | | | (1,900) | | | | | | 3,168 | | |

| February 5, 2021 | | |

| | | | December 31, | | | | | | | | |

| Casino | | | $ | 2,268 | | | | | $ | 9,828 | | | | | $ | 9,819 | |

| Rooms | | | 498 | | | | | | 1,752 | | | | | | 1,733 | | |

| Food and beverage | | | 283 | | | | | | 897 | | | | | | 865 | | |

| Casino | | | 1,758 | | | | | | 5,304 | | | | | | 5,448 | | |

| Rooms | | | 271 | | | | | | 444 | | | | | | 438 | | |

| Food and beverage | | | 371 | | | | | | 702 | | | | | | 673 | | |

| General and administrative | | | 1,093 | | | | | | 1,502 | | | | | | 1,483 | | |

| Depreciation and amortization | | | 1,160 | | | | | | 1,165 | | | | | | 1,111 | | |

| | | | 5,300 | | | | | | 10,041 | | | | | | 9,978 | | |

| Operating income (loss) | | | (1,688) | | | | | | 3,698 | | | | | | 3,751 | | |

| Income (loss) before income taxes | | | (2,181) | | | | | | 3,772 | | | | | | 3,326 | | |

| Basic | | | $ | (2.21) | | | | | $ | 3.50 | | | | | $ | 3.07 | |

| Diluted | | | $ | (2.21) | | | | | $ | 3.50 | | | | | $ | 3.07 | |

| Balance at January 1, 2018 | | | $ | 1 | | | | | $ | (2,818) | | | | | $ | 6,580 | | | | | $ | 14 | | | | | $ | 2,709 | | | | | $ | 1,141 | | | | | $ | 7,627 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,413 | | | | | | 538 | | | | | | 2,951 | | |

| Dividends declared ($3.00 per share) (Note 9) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,352) | | | | | | (627) | | | | | | (2,979) | | |

| Accounts receivable | | | 402 | | | | | | (150) | | | | | | (119) | | |

| Other liabilities | | | (881) | | | | | | (53) | | | | | | 390 | | |

| Capital expenditures | | | (1,330) | | | | | | (1,216) | | | | | | (949) | | |

| Repurchase of common stock | | | — | | | | | | (754) | | | | | | (905) | | |

As a result, people across the globe were advised to avoid non-essential travel.

Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations to contain the spread of the virus.

Visitation to Macao decreased substantially throughout 2020 as a result of various government policies limiting travel.

Travel restrictions and quarantine requirements have been varying in response to changes in circumstances in other countries.

A complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, remains in place for Macao residents, foreign workers residing in Macao and international travelers from countries other than mainland China.

Beginning December 21, 2020, all travelers who have been to any overseas territory, including Hong Kong, but not including mainland China or Taiwan, in the past 14 days will be subject to a 21-day compulsory quarantine at a designated location when arriving in Macao.

Those travelers arriving from mainland China or Taiwan will be subject to a 14-day quarantine.

People from low risk cities in China may enter Macao quarantine free, subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code.

All other foreign nationals, including those holding a temporary work permit, are still not permitted to enter Macao.

The China Individual Visit Scheme ("China IVS") recommenced for certain regions from August 12, 2020, and was extended to more jurisdictions within mainland China effective September 23, 2020.

General travel restrictions within mainland China continue to exist and are updated and revised based on evolving public health consideraions within China.

The Hong Kong government temporarily closed the Hong Kong China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong Macao Ferry Terminal in Hong Kong on February 4, 2020.

Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic.

The Company’s Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and retail mall operations.

The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members.

The casino opened to all SRC members as of July 9, 2020, and to the public as of October 23, 2020.

On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents upon their initial return from other jurisdictions for quarantine.

The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020.

The Company's Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, [removed: 2020,] [added: 2021,] and have concluded they are effective at the reasonable assurance level.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management concluded, as of December 31, [removed: 2020,] [added: 2021,] the Company's internal control over financial reporting is effective based on this framework.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

PART III

Not applicable.

PART III

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about March [removed: 31, 2021] [added: 30, 2022] (the "Proxy Statement"), including under the captions "Board of Directors," "Executive Officers," "Delinquent Section 16(a) Reports" and "Information Regarding the Board of Directors and Board and Other Committees."

| 3.2 | | | | | | [Second Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October 20, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[(incorporated] [added: 2020 (incorporated] by [removed: reference](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [from](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [Exhibit 3.](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[1](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [to] [added: reference from Exhibit 3.1 to] the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter [removed: ended](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [September](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [30, 20](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[20](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [and] [added: ended September 30, 2020 and] filed [removed: on](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [Octo](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[ber](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm) [23](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[, 20](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[20](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)[).](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)] [added: on October 23, 2020).](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)] | | |

| [removed: 4.6] [added: 4.8] | | | | | | [Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex41.htm) | | |

| [removed: 4.7] [added: 4.9] | | | | | | [First Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.200% Notes due 2024 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) | | |

| [removed: 4.8] [added: 4.10] | | | | | | [Form of Las Vegas Sands Corp.’s 3.200% Notes due 2024 (included in Exhibit 4.5 hereto) (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) | | |

| [removed: 4.9] [added: 4.11] | | | | | | [Second Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.500% Notes due 2026 (incorporated by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Form of Las Vegas Sands Corp.’s 3.500% Notes due 2026 (included in Exhibit 4.7 hereto) (incorporated by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) | | |

| [removed: 4.11] [added: 4.13] | | | | | | [Third Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.900% Notes due 2029 (incorporated by reference from Exhibit 4.6 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm) | | |

| [removed: 4.12] [added: 4.14] | | | | | | [Form of Las Vegas Sands Corp.’s 3.900% Notes due 2029 (included in Exhibit 4.9 hereto) (incorporated by reference from Exhibit 4.7 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm) | | |

| [removed: 4.13] [added: 4.15] | | | | | | [Fourth Supplemental Indenture, dated as of November 25, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 2.900% Notes due 2025 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm) | | |

| [removed: 4.14] [added: 4.16] | | | | | | [Form of Las Vegas Sands Corp.’s 2.900% Notes due 2025 (included in Exhibit 4.11 hereto). (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm) | | |

| [removed: 4.15] [added: 4.17] | | | | | | [Description of Capital Stock (incorporated by reference from Exhibit 4.13 to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) [Annual] [added: Company's Annual] Report [removed: on](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) [Form] [added: on Form] 10-K (File No. [removed: 001-32373)](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) [for] [added: 001-32373) for] the year ended December 31, 2019 [removed: and](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) [filed] [added: and filed] on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) | | |

| [removed: 10.4] [added: 10.5] | | | | | | [Revolving Credit Agreement, dated as of August 9, 2019, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent and Issuing Bank (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on August 12, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000079/lvsex101x08122019.htm) | | |

| [removed: 10.5†] [added: 10.6†] | | | | | | [Amendment No. 1 to Revolving Credit Agreement, dated as of September 23, 2020, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 23, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000130/lvs_ex101x09232020.htm) | | |

| [removed: 10.6] [added: 10.9] | | | | | | [Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm) | | |

| [removed: 10.7] [added: 10.10] | | | | | | [Amendment and Restatement Agreement dated as of August 29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. ("DBS"), Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility [removed: Agreement) (incorporated] [added: Agreement)](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm) [](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[(incorporated] by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014 and filed on November 5, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm) | | |

| [removed: 10.8] [added: 10.11] | | | | | | [Second Amendment and Restatement Agreement dated as of March [removed: 19,] [added: 1](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[4](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[,] 2018, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013 and further amended and restated by an amendment and restatement agreement dated August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd. as agent and security trustee (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm) | | |

| [removed: 10.9] [added: 10.12] | | | | | | [Third Amendment and Restatement Agreement, dated as of August 30, 2019, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto and DBS Bank Ltd., as agent and security trustee and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on September 4, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000086/lvsex101x09042019.htm) | | |

| [removed: 10.10†] [added: 10.13†] | | | | | | [Amendment Letter, dated June 18, 2020, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on June 19, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) | | |

| [removed: 10.11] [added: 10.15] | | | | | | [removed: [Sands] [added: [Addendum to Sands] Resort Hotel and Casino Agreement, dated as of [removed: February 18,] [added: September 16,] 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit [removed: 10.27] [added: 10.20] to [added: the Company's] Amendment No. 1 to [removed: Las Vegas Sands, Inc.'s] Registration Statement on Form [removed: S-4] [added: S-1] (File No. [removed: 333-42147)] [added: 333-118827)] dated [removed: February 12, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000190.txt)] [added: October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_20.htm)] | | |

| [removed: 10.12] [added: 10.51] | | | | | | [removed: [Addendum] [added: [First Amendment] to [removed: Sands Resort] [added: Venetian] Hotel [removed: and Casino] [added: Service] Agreement, dated as of [removed: September 16, 1997,] [added: June 28, 2004,] by and between [removed: Clark County] [added: Venetian Casino Resort, LLC] and [removed: Las Vegas Sands,] [added: Interface Group-Nevada,] Inc. [added: d/b/a Sands Expo and Convention Center] (incorporated by reference from Exhibit [removed: 10.20] [added: 10.50] to the Company's [removed: Amendment No. 1 to] Registration Statement on Form S-1 (File No. 333-118827) dated [removed: October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_20.htm)] [added: September 3, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904028031/a2142433zex-10_50.htm)] | | |

| [removed: 10.13] [added: 10.16] | | | | | | [Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.'s Form 10-K (File No. 333-42147) for the year ended December 31, 2002 and filed on March 31, 2003).](http://www.sec.gov/Archives/edgar/data/850994/000085099403000001/exhibit10-40.htm) | | |

| [removed: 10.14] [added: 10.17] | | | | | | [Amendment to Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, dated as of December 19, 2002, among the Macao Special Administrative Region and Galaxy Casino Company, Limited (incorporated by reference from Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1016.htm) | | |

| [removed: 10.15] [added: 10.18] | | | | | | [Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company's Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-118827) dated December 10, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904036801/a2148377zex-10_65.htm) | | |

| [removed: 10.16] [added: 10.19] | | | | | | [Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm) | | |

| [removed: 10.17] [added: 10.20] | | | | | | [Amendment, published on April 23, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm) | | |

| [removed: 10.18] [added: 10.21] | | | | | | [Land Concession Agreement, dated as of April 10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm) | | |

| [removed: 10.19] [added: 10.22] | | | | | | [Amendment published on October 29, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm) | | |

| [removed: 10.20] [added: 10.23] | | | | | | [Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm) | | |

| [removed: 10.21] [added: 10.24] | | | | | | [Amendment, published on October 22, 2014, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm) | | |

| [removed: 10.22] [added: 10.25] | | | | | | [Land Concession Agreement, dated as of May 5, 2010, relating [removed: to](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm) [The] [added: to The] Londoner [removed: Macao](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm) [among] [added: Macao among] the Macau Special Administrative Region, Venetian Orient Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm) | | |

| [removed: 10.23] [added: 10.26] | | | | | | [Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2006 and filed on November 9, 2006).](http://www.sec.gov/Archives/edgar/data/1300514/000095015306002770/p73114exv10w3.htm) | | |

| [removed: 10.24] [added: 10.27] | | | | | | [Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit 10.76 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).](http://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm) | | |

| [removed: 10.25†] [added: 10.28†] | | | | | | [Development Agreement, dated April 3, 2019, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and six months ended June 30, 2019 and filed on July 24, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm) | | |

| [removed: 10.26] [added: 10.29] | | | | | | [removed: [Energy] [added: [Amended and Restated] Services Agreement, dated as of [removed: May 1,] [added: November 14,] 1997, by and [removed: between Atlantic Pacific] [added: among] Las [removed: Vegas, LLC] [added: Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc.] and [added: certain subsidiaries of] Venetian Casino Resort, LLC [added: named therein] (incorporated by reference from Exhibit [removed: 10.3] [added: 10.15] to Amendment No. [removed: 2] [added: 1] to Las Vegas Sands, Inc.'s Registration Statement on Form S-4 (File No. 333-42147) dated [removed: March 27, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000482.txt)] [added: February 12, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000190.txt)] | | |

| [removed: 10.27] [added: 10.45] | | | | | | [removed: [Energy Services Agreement Amendment No. 1, dated] [added: [Agreement, made] as of [removed: July 1, 1999,] [added: April 12, 2004,] by and between [removed: Atlantic Pacific Las Vegas, LLC and Venetian] [added: Lido] Casino Resort, LLC [added: and GGP Limited Partnership] (incorporated by reference from Exhibit [removed: 10.8] [added: 10.2] to Las Vegas Sands, Inc.'s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] (File No. 333-42147) [removed: for the year ended December 31, 1999 and] filed on [removed: March 30, 2000).](http://www.sec.gov/Archives/edgar/data/850994/000085099400000003/0000850994-00-000003.txt)] [added: April 16, 2004).](http://www.sec.gov/Archives/edgar/data/850994/000104746904012393/a2133973zex-10_2.txt)] | | |

| [removed: 10.28] [added: 10.52+] | | | | | | [removed: [Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC] [added: [Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan] (incorporated by reference from Exhibit [removed: 10.77] [added: 10.88] to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, [removed: 2006] [added: 2011] and filed on February [removed: 28, 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307000439/p73516exv10w77.htm)] [added: 29, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)] | | |

| [removed: 10.29] [added: 10.31] | | | | | | [removed: [Energy Services Agreement Amendment No. 3] [added: [Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement,] dated as of February [removed: 10, 2009,] [added: 29, 2008,] by and [removed: between Trigen-Las Vegas Energy Company, LLC f/k/a Atlantic Pacific Las Vegas, LLC, Venetian Casino Resort, LLC] [added: among Interface Group-Nevada, Inc.,] Grand Canal Shops II, [removed: LLC] [added: LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC,] and [removed: Interface Group-Nevada, Inc.] [added: Palazzo Condo Tower, LLC] (incorporated by reference from Exhibit [removed: 10.34] [added: 10.1] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-32373) for [removed: year] [added: the quarter] ended [removed: December] [added: March] 31, [removed: 2010] [added: 2008] and filed on [removed: March 1, 2011).](http://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w34.htm)] [added: May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w1.htm)] | | |

| [removed: 10.30] [added: 10.50] | | | | | | [removed: [Energy Services] [added: [Venetian Hotel Service] Agreement, dated as of [removed: November 14, 1997,] [added: June 28, 2001,] by and between [removed: Atlantic-Pacific Las Vegas,] [added: Venetian Casino Resort,] LLC and Interface Group-Nevada, Inc. [added: d/b/a Sands Expo and Convention Center] (incorporated by reference from Exhibit [removed: 10.8] [added: 10.49] to [removed: Amendment No. 1 of] the Company's [added: Amendment No. 2 to] Registration Statement on Form S-1 (File No. 333-118827) dated [removed: October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_8.htm)] [added: November 22, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-10_49.htm)] | | |

| [removed: 10.31] [added: 10.30] | | | | | | [removed: [Energy Services Agreement Amendment No. 1,] [added: [Assignment and Assumption Agreement,] dated as of [removed: July 1, 1999,] [added: November 8, 2004,] by and [removed: between Atlantic-Pacific] [added: among] Las [removed: Vegas, LLC and] [added: Vegas Sands, Inc., Venetian Casino Resort, LLC,] Interface [added: Group Holding Company, Inc., Interface] Group-Nevada, [added: Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary,] Inc. [added: and certain subsidiaries of Venetian Casino Resort, LLC named therein] (incorporated by reference from Exhibit [removed: 10.9] [added: 10.52] to the Company's Amendment No. [removed: 1] [added: 2] to Registration Statement on Form S-1 (File No. 333-118827) dated [removed: October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_9.htm)] [added: November 22, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-10_52.htm)] | | |

| [removed: 10.32] [added: 10.44] | | | | | | [removed: [Amended] [added: [Purchase] and [removed: Restated Services] [added: Sale] Agreement, dated [removed: as of November 14, 1997,] [added: April 12, 2004,] by and among [removed: Las Vegas Sands, Inc., Venetian Casino Resort,] [added: Grand Canal Shops Mall Subsidiary,] LLC, [removed: Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc.,] Grand Canal Shops Mall MM Subsidiary, Inc. and [removed: certain subsidiaries of Venetian Casino Resort, LLC named therein] [added: GGP Limited Partnership] (incorporated by reference from Exhibit [removed: 10.15 to Amendment No. 1] [added: 10.1] to Las Vegas Sands, Inc.'s [removed: Registration Statement] [added: Current Report] on Form [removed: S-4] [added: 8-K] (File No. 333-42147) [removed: dated February 12, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000190.txt)] [added: filed on April 16, 2004).](http://www.sec.gov/Archives/edgar/data/850994/000104746904012393/a2133973zex-10_1.txt)] | | |

| 4.6 | | | | | | [Indenture, dated as of September 23, 2021, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 23, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm) | | |

| 4.7 | | | | | | [Forms of 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior Notes due 2031 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 23, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm) | | |

| 10.4† | | | | | | [Waiver Extension and Amendment Request Letter, dated July 7, 2021, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm) [](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[(incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm) [July 7](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[1](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[).](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm) | | |

| 10.14† | | | | | | [Amendment Letter, dated September 7, 2021, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 7, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm) | | |

| 10.59† | | | | | | [Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex101.htm) | | |

† Certain identified information has been redacted from the exhibit in accordance with Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable

†† Certain schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | | | | | Description of Document | | |

| 10.51+ | | | | | | [Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (with deferred settlement) (incorporated by reference from Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex108x03312018.htm) | | |

| 10.52+ | | | | | | [Form of Restricted Stock Units Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.87 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 2](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w87.htm)[9](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w87.htm)[, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w87.htm) | | |

| 10.53+ | | | | | | [Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex106x6302014.htm) | | |

| 10.54+ | | | | | | [Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm) | | |

| 10.56 | | | | | | [Settlement Agreement, date as of June 24, 2011, by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, The Shoppes at the Palazzo, LLC (f/k/a Phase II Mall Subsidiary, LLC) and Grand Canal Shops II, LLC (incorporated by reference from Exhibit 10.63 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 2](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w63.htm)[9](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w63.htm)[, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w63.htm) | | |

| 10.57 | | | | | | [Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands, Inc.'s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).](http://www.sec.gov/Archives/edgar/data/850994/000104746904012393/a2133973zex-10_1.txt) | | |

| 10.58 | | | | | | [Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.'s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).](http://www.sec.gov/Archives/edgar/data/850994/000104746904012393/a2133973zex-10_2.txt) | | |

| 10.59 | | | | | | [Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company's Amendment No. 1 to Registration Statement on Form S- 1 (File No. 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_60.htm) | | |

| 10.60 | | | | | | [Second Amendment, dated as of January 31, 2008, to Agreement dated as of April 12, 2004 and amended as of September 30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC, and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w2.htm) | | |

| 10.63 | | | | | | [Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the Company's Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904028031/a2142433zex-10_47.htm) | | |

| 10.64 | | | | | | [Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.49 to the Company's Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-10_49.htm) | | |

| 10.65 | | | | | | [First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.50 to the Company's Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904028031/a2142433zex-10_50.htm) | | |

| 10.66+ | | | | | | [Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.88 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 2](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)[9](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)[, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm) | | |

| 10.67+ | | | | | | [Amendment to Non-Employee Director Compensation Program — Increase to Annual Cash Retainer (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and nine months ended September 30, 2019 and filed on October 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000107/lvs-ex103x09302019.htm) | | |

† Certain identified information has been excluded from the exhibit because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

| February [removed: 5, 2021] [added: 4, 2022] | | | /S/ ROBERT G. GOLDSTEIN | | | | | | | | |

| /S/ ROBERT G. GOLDSTEIN | | | | | | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ PATRICK DUMONT | | | | | | President, Chief Operating Officer and Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ IRWIN CHAFETZ | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ MICHELINE CHAU | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ CHARLES D. FORMAN | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ GEORGE JAMIESON | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ NORA M. JORDAN | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ CHARLES A. KOPPELMAN | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ LEWIS KRAMER | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ DAVID F. LEVI | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ RANDY HYZAK | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | February [removed: 5, 2021] [added: 4, 2022] | | |

| /S/ YIBING MAO | | | | | | Director | | | | | | February 4, 2022 | | |

| Yibing Mao | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |