Las Vegas Sands (LVS) 10-K risk factor changes: FY2022 vs FY2021

[removed: The] COVID-19 [removed: Pandemic] has materially adversely affected the number of visitors to our facilities and disrupted our operations, and we expect [removed: this adverse impact to] [added: that our business and operations will] continue [removed: until the COVID-19 Pandemic is contained.][added: to be adversely impacted.]

[added: 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.

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 [removed: rising sea levels causing] [added: coastal and river flooding could cause] damage to these properties, [removed: while Las Vegas] [added: and all our properties] could be subject to [removed: extreme drought conditions leading to water restrictions.][added: increased precipitation levels and heat stress.]

Only a [removed: small amount] [added: portion] of our business is and will be generated by local residents.

Most of our customers travel to reach our [removed: Macao, Singapore] [added: Macao] and [removed: Las Vegas] [added: Singapore] properties.

Infectious diseases may severely disrupt, and in the case of the COVID-19 Pandemic, have severely disrupted, domestic and international travel, which would result in a decrease in customer visits to [removed: Macao, Singapore] [added: Macao] and [removed: Las Vegas,] [added: Singapore,] including our properties.

We are subject to [removed: regulations imposed by] [added: anti-corruption laws and regulations, such as] the Foreign Corrupt Practices Act (the "FCPA"), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering [removed: regulations.][added: regulations in Singapore and Macao, as well as regulations set forth by the gaming authorities in the areas in which we operate.]

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

We are required to comply with certain reporting requirements concerning our current and proposed gaming activities and associations, including [added: in] Macao, Singapore and other jurisdictions.

We [removed: will] also [added: may] be subject to disciplinary action by the Nevada Commission if we fail to comply with [added: applicable] Nevada gaming laws [removed: that govern our operations,] [added: for such time until the Nevada Gaming Authorities have concluded the final closing audit of the books and records related to the Las Vegas Operations,] as further described in “Item 1 — Business — Regulation and Licensing — State of Nevada.”

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

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

Given our operations [removed: will be] [added: are] conducted primarily at properties in Macao and 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.

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 10] [added: 12] — Long-Term Debt" for further description of these covenants.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $14.80] [added: $15.98] billion of long-term debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, [added: potential] approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming industry, and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.

We have a principal amount of [removed: $74 million, $826 million, $1.89] [added: $2.03] billion, [added: $1.90 billion,] $3.34 [added: billion, $3.51] billion and [removed: $3.50 billion] [added: $700 million] in long-term debt maturing during the years ending December 31, [removed: 2022,] 2023, 2024, [removed: 2025] [added: 2025, 2026] and [removed: 2026,] [added: 2027,] respectively.

If we are unable to refinance or generate sufficient cash flow from operations to repay our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments, or [removed: reduce] [added: not make] dividend payments.

In addition, the terms of future debt agreements could [added: require higher costs,] include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect.

[added: SCL and LVSC have each entered into a waiver and] amendment request letter with [removed: their] [added: its respective] lenders to waive certain of [removed: their] [added: each of its] financial covenants through [removed: January 1,] [added: July 31,] 2023 for SCL and December 31, 2022 for [removed: both MBS and] LVSC.

[removed: We] [added: - We] extend credit to a [removed: large] portion of our customers and we may not be able to collect gaming receivables from our credit [removed: players.][added: players.]

During the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 14.5%, 7.9%] [added: 9.8%] and [removed: 53.9%] [added: 15.8%] of our table games drop at our Macao [removed: properties,] [added: properties and] Marina Bay [removed: Sands and our Las Vegas properties,] [added: Sands,] respectively, was from credit-based wagering.

While gaming debts [added: are] evidenced by a credit instrument, including what is commonly referred to as a "marker," [removed: and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other] [added: certain] jurisdictions around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, enforcement of gaming debts is against public policy.

To the extent our Macao gaming customers [removed: and gaming promoters] are from other jurisdictions, our Macao operations may not have access to a forum in which it will be possible to collect all gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and our Macao operations may encounter forums that will refuse to enforce such debts.

[added: 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.

The hotel, resort and casino businesses in [removed: Macao, Singapore] [added: Macao] and [removed: Las Vegas] [added: Singapore] are highly competitive.

These attempts to expand our business could increase the complexity of our business, require significant levels of investment and strain our management, [added: personnel, operations and systems.]

[removed: 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] [added: These items] are subject to challenges and risks that could affect our business, including: our incurrence of significant transaction costs in connection with [removed: the] [added: a] 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.

[removed: There] [added: - There] are significant risks associated with our [added: current and planned] construction [removed: projects.][added: projects.]

[removed: These] [added: Our] development projects and any other construction projects we undertake will entail significant risks.

For example, we are obligated to commence certain construction projects in Singapore under the Second Development Agreement by April [removed: 2022,] [added: 2023,] which we [removed: will] [added: do not expect to] be [removed: unable] [added: able] 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 [removed: MBS] [added: Marina Bay Sands] to fulfill [removed: its] [added: our] obligations under the Second Development Agreement.

The anticipated costs and completion dates for our current [added: and planned] projects are based on budgets, designs, development and construction documents and schedule estimates are prepared with the assistance of architects and other construction development consultants and are subject to change as the design, development and construction documents are finalized and as actual construction work is performed.

[removed: Our] [added: - Our] Macao [removed: subconcession] [added: Concession] and Singapore [removed: concession] [added: license] can be terminated under certain circumstances without compensation to [removed: us.][added: us.]

[removed: The] [added: Although we were recently granted in December 2022 a new 10-year Concession to operate casino games of chance in Macao, the] Macao government has the [removed: right, after consultation with Galaxy Casino Company Limited,] [added: right] to unilaterally terminate our [removed: subconcession] [added: Concession] in the event of VML's serious non-compliance with its basic obligations under the [removed: subconcession] [added: Concession] and applicable Macao laws.

Upon termination of our [removed: subconcession, our] [added: Concession, the] casinos and gaming-related [removed: equipment] [added: equipment, for which use was temporarily transferred by the Macao government to VML,] would automatically be transferred [added: back] to the Macao government without compensation to us and we would cease to generate any revenues from these operations.

The loss of our [removed: subconcession] [added: Concession] would prohibit us from conducting gaming operations in Macao, which [removed: would] [added: could] have a material adverse effect on our business, financial condition, results of operations and cash flows.

[removed: Any slowdown] [added: Slowdown] in economic growth or changes of China's current restrictions on travel and currency movements [added: have disrupted, and] could further [removed: disrupt] [added: disrupt,] the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to spend while at our properties.

[removed: These measures have, and any future policy developments implemented] may have, the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao.

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

- COVID-19 has materially adversely affected the number of visitors to our facilities and has disrupted our operations.

- Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy.

- Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations.

- Our business is sensitive to the willingness of our customers to travel.

- We are subject to extensive regulations that govern our operations in any jurisdiction where we operate.

- Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations.

- We are subject to fluctuations in foreign currency exchange rates.

- Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

- We face the risk of fraud and cheating.

- Our operations face significant competition, which may increase in the future.

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

- Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows.

- The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.

- The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face.

- Conducting business in Macao and Singapore has certain political and economic risks.

- VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

Risks Related to Doing Business in China

- Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations.

- Our securities may be prohibited from being traded in the U.S. securities market and our investors may be deprived of the benefits of such inspections or investigations if the PCAOB were not able to conduct full inspections or investigations of our auditor.

- The interests of our principal stockholders in our business may be different from yours.

- Conflicts of interest may arise because certain of our directors and officers are also directors of SCL.

- We depend on the continued services of key officers.

- We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.

- Labor actions and other labor problems could negatively impact our operations.

- We may fail to establish and protect our IP rights and could be subject to claims of IP infringement.

- The licensing of our trademarks to third parties could result in reputational harm for us.

- Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future.

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

- We are subject to changes in tax laws and regulations.

- Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business.

- Because we own real property, we are subject to extensive environmental regulation.

- We are subject to risks from litigation, investigations, enforcement actions and other disputes.

- We could be negatively impacted by environmental, social and governance and sustainability matters.

Risks Related to Our Business

COVID-19 has materially adversely affected the number of visitors to our facilities and has disrupted our operations.

While our properties are fully open as of the filing of this Annual Report on Form 10-K, the pace of recovery from the COVID-19 Pandemic has varied, and accordingly COVID-19 continues to have a significant impact on our operations and on our projects under development, including the MBS Expansion Project.

The extent to which the adverse impact on our business will be mitigated depends on future developments, which are highly uncertain and cannot be predicted with confidence.

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 continue to be dictated by the length of time such disruptions continue.

Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated.

Even once travel advisories and restrictions are modified or cease to be necessary, demand for Integrated Resorts may remain weak for a significant length of time and we cannot predict if or when the gaming and non-gaming activities of our properties will return to pre-outbreak levels of volume or pricing.

In particular, future demand for Integrated Resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for MICE resulting from the impact of the COVID-19 Pandemic.

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

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.

There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays.

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.

The COVID-19 Pandemic has had, and will continue to have, a material adverse effect on our results of operations and cash flows.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.

These factors could

U.S. governmental authorities have evidenced an increased focus on the gaming industry and compliance with anti-money laundering laws and regulations.

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

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

In addition, under the BSA, we are subject to various other rules and regulations involving reporting, recordkeeping and retention.

Our compliance with the BSA is subject to periodic audits by the U.S. Treasury Department, and we may be subject to substantial civil and criminal penalties, including fines, if we fail to comply with applicable regulations.

We are also subject to similar regulations in Singapore and Macao, as well as regulations set forth by the gaming authorities in the areas in which we operate.

We will not have material operations other than our Macao and Singapore properties after the completion of the sale of our Las Vegas Operating Properties in the first quarter of 2022.

SCL, MBS and LVSC have each entered into a waiver and

The LIBOR calculation method may change and LIBOR is expected to be phased out after 2021.

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

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.

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 or SOR that may be enacted in the United Kingdom or elsewhere.

To the extent our Singapore gaming customers'

Our Las Vegas operations compete, to some extent, with other hotel/casino facilities in Nevada, casinos located on Native American tribal lands, including those in California, as well as hotel/casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world.

Our Sands Expo Center provides recurring demand for mid-week room nights for business travelers who attend meetings, trade shows and conventions in Las Vegas and presently competes with other large convention centers, including convention centers in Las Vegas and other cities.

To the extent these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

personnel, operations and systems.

We previously announced the renovation, expansion and rebranding of Sands Cotai Central into The Londoner Macao and the MBS Expansion Project in Singapore.

We may stop generating any gaming revenues from our operations if we cannot secure an extension or renewal of our Macao subconcession, which expires in 2022.

Our subconcession expires on June 26, 2022.

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 casino premises and gaming-related equipment could be automatically transferred to the Macao government without any compensation to us.

We cannot assure you we will be able to extend or renew our subconcession on terms favorable to us or at all.

We will continue to benefit from this tax exemption through June 26, 2022, the date our subconcession agreement expires.

We are dependent upon gaming promoters for a portion of our gaming revenues in Macao.

Gaming promoters, which 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.

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.

During [removed: 2021,] [added: 2022,] we achieved milestones in advancing several of our strategic objectives.

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

[removed: In] [added: As with prior periods, in] support of the Macao government’s initiatives to fight the COVID-19 Pandemic, [added: at various times throughout the year ended December 31, 2022,] we provided [removed: one tower (approximately 2,100 hotel rooms) at] [added: both towers of] the Sheraton Grand Macao [added: hotel and also The Parisian Macao hotel] to the Macao government to house individuals [removed: who returned to Macao] for quarantine [added: and medical observation] purposes.

Our ferry operations between Macao and Hong Kong [removed: remain suspended.][added: were suspended throughout 2022 and resumed operation on a limited basis on January 8, 2023.]

The Macao government announced total visitation from mainland China to Macao [removed: increased 48.2% and] decreased [removed: 74.8% for 2021,] [added: approximately 27.5% and 81.7%, during the year ended December 31, 2022,] as compared to [removed: 2020] [added: the same period in 2021] and [removed: 2019,] [added: 2019 (pre-pandemic),] respectively.

The Macao government also announced gross gaming revenue [removed: increased by 43.7% and] decreased [removed: by 70.3% for 2021,] [added: approximately 51.4% and 85.6%, during the year ended December 31, 2022,] as compared to [removed: 2020] [added: the same period in 2021] and 2019, respectively.

[removed: Our operations] [added: Operations] at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapore and other jurisdictions in [removed: Asia] [added: Asia, if any,] addressing travel and public health measures associated with COVID-19.

[removed: As a result of the border closures, visitation] [added: Visitation] to Marina Bay Sands continues to be impacted by the effects of the COVID-19 [removed: Pandemic.][added: Pandemic; however, visitation has increased since restrictions have been lifted.]

At our Macao [removed: properties and Marina Bay Sands, we are adhering to] [added: properties, all] social distancing requirements, [removed: which include] [added: including those requiring] reduced seating at table games and a decreased number of active slot machines on the casino [removed: floor.][added: floor compared to pre-COVID-19 levels, have ceased in early January 2023.]

While our [removed: Macao and Singapore] properties were open and [added: some] operating at reduced levels due to lower visitation and [removed: the implementation of] required safety measures [added: in place] as described above during the year ended December 31, [removed: 2021,] [added: 2022,] the current economic and regulatory environment on a global basis and in each of our jurisdictions [removed: continues] [added: continue] to evolve.

We have a strong balance sheet and sufficient liquidity in place, including total [added: unrestricted] cash and cash equivalents [removed: balance, excluding restricted cash and cash equivalents,] of [removed: $1.85] [added: $6.31] billion and access to $1.50 billion, [removed: $1.75 billion] [added: $541 million] and [removed: $438] [added: $439] million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, [removed: and SGD 3.69 billion (approximately $2.73 billion at exchange rates in effect on December 31, 2021) under our Singapore Delayed Draw Term Facility, exclusively for capital expenditures for the MBS Expansion Project (subject to restrictions] as [removed: described further in Part I — Item 1 — Business — Development Projects), as] of December 31, [removed: 2021.][added: 2022.]

We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow [removed: of] [added: for] non-essential items.

[removed: Gaming] [added: Until December 31, 2022, gaming] in Macao [removed: is] [added: was] administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which [removed: Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is] [added: VML was] one.

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating [removed: Properties] [added: Properties, prior to its sale on February 23, 2022,] are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel [removed: rooms and our gaming volume.]

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 [added: casino revenue.]

Our win and hold percentages [removed: are] [added: were] calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

In Macao and Singapore, [removed: 14.5%] [added: 9.8%] and [removed: 7.9%,] [added: 15.8%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2021.][added: 2022.]

*Casino revenue measurements for the U.S.:* The volume measurements in the U.S. [removed: are] [added: were] slot handle, as previously described, and table games drop, which [removed: is] [added: was] the total amount of cash and net markers issued [added: (credit instruments)] deposited in the table drop box.

We [removed: view] [added: viewed] table games win as a percentage of drop and slot hold as a percentage of slot handle.

Similar to Macao and Singapore, slot machine play [removed: is] [added: was] generally conducted on a cash basis.

Tenant sales per square foot is the sum of reported comparable sales for the trailing [removed: 12 months divided by the comparable square footage for the same period.]

See [removed: “COVID-19 Pandemic”] [added: "COVID-19 Pandemic Update"] for further information.

Net revenues for the year ended December 31, [removed: 2021] [added: 2022] were [removed: $4.23] [added: $4.11] billion, compared to [removed: $2.94] [added: $4.23] billion for the year ended December 31, [removed: 2020.][added: 2021.]

Operating loss was [removed: $689 million,] [added: $792 million for the year ended December 31, 2022,] compared to [removed: operating loss of $1.39 billion] [added: $689 million] for the year ended December 31, [removed: 2020.][added: 2021.]

Net loss from continuing operations was [removed: $1.47] [added: $1.54] billion for the year ended December 31, [removed: 2021,] [added: 2022,] compared to [removed: net loss from continuing operations of $1.90] [added: $1.47] billion for the year ended December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Percent Change | | |

| Food and beverage | | | [removed: 199] [added: 301] | | | | | | [removed: 156] [added: 199] | | | | | | [removed: 27.6] [added: 51.3] | | % |

| Convention, retail and other | | | [removed: 79] [added: 133] | | | | | | [removed: 82] [added: 79] | | | | | | [removed: (3.7)] [added: 68.4] | | % |

| Total net revenues | | | $ | [removed: 4,234] [added: 4,110] | | | | | $ | [removed: 2,940] [added: 4,234] | | | | | [removed: 44.0] [added: (2.9)] | | % |

Net casino revenues [removed: increased $851] [added: decreased $265] million compared to the year ended December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Total casino revenues | | | $ | [removed: 944] [added: 438] | | | | | $ | [removed: 531] [added: 944] | | | | | [removed: 77.8] [added: (53.6)] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 3,234] [added: 1,751] | | | | | $ | [removed: 1,925] [added: 3,234] | | | | | [removed: 68.0] [added: (45.9)] | | % |

| Non-Rolling Chip win percentage | | | [removed: 27.4] [added: 25.7] | | % | | | | [removed: 25.4] [added: 27.4] | | % | | | | [removed: 2.0] [added: (1.7)] | | pts |

| Rolling Chip volume | | | $ | [removed: 4,412] [added: 1,295] | | | | | $ | [removed: 3,775] [added: 4,412] | | | | | [removed: 16.9] [added: (70.6)] | | % |

| Rolling Chip win percentage | | | [removed: 3.99] [added: 3.77] | | % | | | | [removed: 3.12] [added: 3.99] | | % | | | | [removed: 0.87] [added: (0.22)] | | pts |

| Slot handle | | | $ | [removed: 1,841] [added: 1,132] | | | | | $ | [removed: 1,041] [added: 1,841] | | | | | [removed: 76.8] [added: (38.5)] | | % |

| Slot hold percentage | | | 3.9 | | % | | | | [removed: 4.2] [added: 3.9] | | % | | | | [removed: (0.3)] [added: —] | | pts |

| Total casino revenues | | | $ | [removed: 396] [added: 194] | | | | | $ | [removed: 192] [added: 396] | | | | | [removed: 106.3] [added: (51.0)] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 1,755] [added: 896] | | | | | $ | [removed: 881] [added: 1,755] | | | | | [removed: 99.2] [added: (48.9)] | | % |

At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and working capital adjustments of $77 million, a $1.20 billion seller financing loan and recognized a gain on disposal of $3.60 billion, before income tax expense of $750 million, during the year ended December 31, 2022.

We were awarded a new 10-year gaming concession for the operation of casino games of chance in Macao under the Concession entered into with the Macao government.

We completed our key development project in Macao with the conversion of Sands Cotai Central into The Londoner Macao, in which the Londoner Arena and the expansion of the Shoppes at Londoner were completed during the first half of 2022.

We began renovations at Marina Bay Sands, to provide world-class suites in Tower 1 and Tower 2, and welcomed the return of Marina Bay Sands to normal operating conditions in the second half of 2022 with the removal of various COVID-19 restrictions.

We also continued to strengthen our balance sheet with the completion of the sale of the Las Vegas Operations.

While visitation to Macao remains substantially below pre-COVID-19 pandemic levels, the Macao government's policy regarding the management of COVID-19 and general travel restrictions has adjusted in line with changes in policy in mainland China in late December 2022 and early January 2023.

Currently, visitors from mainland China, Hong Kong and Taiwan may enter Macao, subject to them holding the appropriate travel documents, without having to present any proof of COVID-19 testing.

Arrivals from foreign countries must provide proof of a negative COVID-19 nucleic acid test ("NAT") or antigen test completed within 48 hours prior to arrival.

Throughout the year ended December 31, 2022, various outbreaks occurred in the region, particularly in Hong Kong in late January and early February, the Guangdong province in March, Macao in mid-June and Zhuhai in early October, all of which resulted in various travel, border and/or operational restrictions.

Specifically, on July 9, 2022, the Macao government ordered casinos and all non-essential businesses to close from July 11 to July 18 in an attempt to control the outbreak in Macao, which was extended through July 22, 2022.

On July 20, 2022, the Macao government announced a consolidation period, which started on July 23, 2022 and ended on July 30, 2022, whereby certain business activities were allowed to resume limited operations; however, casino operations resumed, but with a maximum capacity of 50% of casino staff working at any point.

Throughout August, these preventative measures were gradually reduced, as well as various restrictions on movement between Macao and Zhuhai were progressively lifted by both the Macao and mainland China governments.

Various travel restrictions, such as border closures, mandatory quarantines and proof of negative COVID-19 testing on arrival in Macao, among others, were in effect at various times during the year ended December 31, 2022, resulting in fluctuations in guest travel and visitation.

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

The Hong Kong / Macao Express bus service and the ferry services between the Taipa Ferry Terminal and Hong Kong International Airport recommenced on December 24, 2022 and December 30, 2022, respectively.

Our Macao gaming operations remained open during most of the year ended December 31, 2022.

While guest visitation has begun to recover with the gradual relaxation of travel and quarantine restrictions, the timing and manner in which our casinos, restaurants and shopping malls will operate at full capacity will progressively be assessed against business volumes.

In Singapore, the Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022, to facilitate the resumption of travel for all travelers, including short-term visitors.

Under the VTF, all fully vaccinated travelers are permitted to enter Singapore, without entry approvals, and starting April 26, 2022, these travelers are no longer required to take a COVID-19 test before departing for Singapore.

Non-fully vaccinated travelers need only take a pre-departure test within two days before departure for Singapore and test negative before departing for Singapore.

The STB announced total visitation to Singapore increased from approximately 330,000 in 2021 to 6.3 million in 2022, while visitation decreased 67.0% when compared to the same period in 2019.

Macao Concession

On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession was extended from June 26, 2022 to December 31,

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2022 (the “Subconcession Amendment”).

VML paid the Macao government 47 million patacas (approximately $6 million at exchange rates in effect at the time of the transaction) and provided a bank guarantee on September 20, 2022, of 2.31 billion patacas (approximately $289 million at exchange rates as defined in the bank guarantee contract) to secure the fulfillment of VML's payment obligations towards its employees if VML were unsuccessful in tendering for a new concession contract after its subconcession expired.

On November 26, 2022, the Macao government awarded six concessions to six of the bidders on a temporary basis, of which VML was one, subject to fulfillment of certain conditions, namely providing a bank guarantee of 1.0 billion patacas (approximately $125 million at exchange rates in effect on December 31, 2022) to secure the fulfillment of VML’s legal, contractual and other obligations, including labor obligations.

VML complied with all of these conditions by December 9, 2022.

On December 16, 2022, the Macao government awarded six concessions on a definitive basis, of which VML was one, and VML entered into the Concession with the Macao government, effective as of January 1, 2023, and for the duration of ten years.

On December 19, 2022, VML requested the release of all the bank guarantees it provided to the Macao government under its subconcession, and in January 2023 such bank guarantees were released, including the 2.31 billion patacas bank guarantee.

On December 30, 2022, in accordance with the requirements of the Gaming Law and their obligations under letters of undertakings (the "Undertakings"), each of VML, Venetian Cotai Limited ("VCL"), Venetian Orient Limited ("VOL") and Cotai Strip Lot 2 Apart Hotel (Macau) Limited (“CSL2,” a subsidiary of SCL) entered into deeds of reversion, pursuant to which each of VML, VCL, VOL and CSL2 confirmed and agreed to revert to the Macao government relevant gaming equipment and gaming areas (as identified in the Undertakings) without compensation and free of any liens or charges upon the expiry of the term of the subconcession extension period.

On the same day, VML entered into a handover record (the "Handover Record"), pursuant to which the right to operate the same gaming equipment and gaming areas was granted to VML for the duration of the Concession, in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2022).

The annual payment of 750 patacas per square meter will be adjusted with the Macao average price index of the corresponding preceding year for years two and three and the annual payment of 2,500 patacas per square meter will be adjusted with the Macao average price index of the corresponding preceding year for years five through ten.

Inflation Reduction Act

The Inflation Reduction Act of 2022 (“IRA”) was signed into law on August 16, 2022.

The IRA contains numerous provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-year period effective in tax years beginning after December 31, 2022.

Applicable corporations would be allowed to claim a credit for the corporate minimum tax paid against regular tax in future years.

The IRA also includes a 1% excise tax on corporate stock repurchases beginning January 1, 2023.

The CAMT could impact our future cash flows and results of operations.

The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied.

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 Center.

We continued progress on our key development projects in Macao for the conversion of Sands Cotai Central into The Londoner Macao, we opened The Londoner Macao Hotel in January 2021, featuring 594 London-themed suites, and we opened Londoner Court in September 2021, featuring approximately 370 luxury suites.

In Singapore, we initiated development activities associated with the MBS Expansion Project.

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.

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

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.

On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed; however, various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks.

Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.

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.

This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021.

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

Our Macao gaming operations remained open during the year ended December 31, 2021, compared to the same period in 2020 when our Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 2020.

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

Operating hours at restaurants and other venues across our Macao properties are continuously being adjusted in line with fluctuations in guest visitation.

The majority of retail outlets in our various shopping malls are open with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

The timing and manner in which our ferry operations will be able to resume are currently unknown.

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.

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.

The Singapore Tourism Board (“STB”) announced for the 12 months ended December 31, 2021, total visitation to Singapore decreased approximately 88.0% and 98.3%, as compared to the same period in 2020 and 2019, respectively.

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.

This compares to the 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 Tower, The Palazzo Tower and select food and beverage outlets reopened, with certain operations subject to reduced capacity.

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.

The Las Vegas Convention and Visitors Authority ("LVCVA") announced for the twelve months ended December 31, 2021, total visitation to Las Vegas increased 69.4% and decreased 24.2%, respectively, as compared to the same period in 2020 and 2019.

The LVCVA also announced for the twelve months ended December 31, 2021, gross gaming revenue for the Las Vegas Strip increased 89.9%, and 7.6%, as compared to the same period in 2020 and 2019, respectively.

Additionally, there is uncertainty 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, there is a resumption of the suspension of the China 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 further materially impacted.

As of December 31, [removed: 2021,] [added: 2022,] the estimated fair value of our long-term debt was approximately [removed: $15.06] [added: $15.14] billion, compared to its contractual value of [removed: $14.90] [added: $16.06] billion.

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by [removed: $515] [added: $370] million.

A hypothetical 100 basis point change in [removed: LIBOR,] [added: SOFR,] HIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately [removed: $37] [added: $41] million.

Foreign currency transaction losses for the year ended December 31, [removed: 2021,] [added: 2022,] were [removed: $34] [added: $10] 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: 2021,] [added: 2022,] a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately [removed: $22] [added: $42] million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $53] [added: $57] million (net of the impact from the foreign currency swap agreements).

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Las Vegas Sands Corp. ("LVSC," or together with its subsidiaries "we" or the "Company") is a Fortune 500 company and the leading global developer [added: and operator] of destination properties ("Integrated Resorts") that feature premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition facilities, celebrity chef restaurants and other amenities.

We currently own and operate Integrated Resorts in [removed: Asia] [added: Macao] and [removed: the United States.][added: Singapore.]

Our convention, trade show and meeting facilities, combined with the on-site amenities offered at our [removed: Macao, Singapore] [added: Macao] and [removed: Las Vegas] [added: Singapore] Integrated Resorts, provide flexible and expansive space for meetings, incentives, conventions and exhibitions ("MICE").

Through our 69.9% ownership of Sands China Ltd. ("SCL"), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region ("Macao") of the People's Republic of China [removed: ("China").][added: ("PRC" or "China").]

[removed: Our properties] [added: Additionally, prior to its sale, our operating segment] in the United [removed: States include] [added: States, was] The Venetian Resort Las [removed: Vegas, a luxury resort on the Las] Vegas [removed: Strip,] and the Sands Expo and Convention Center [removed: (the "Sands Expo Center," and together with The Venetian Resort Las Vegas,] [added: (together,] the "Las Vegas Operating Properties") [removed: in Las Vegas, Nevada.][added: through February 22, 2022, which has been disclosed as a discontinued operation.]

We also drive social impact through [removed: the] [added: our] Sands Cares charitable giving and community engagement program, and environmental performance through [removed: the] [added: our] award-winning Sands ECO360 global sustainability program ("Sands ECO360").

In [removed: 2021,] [added: 2022,] for the [removed: second] [added: third] 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.

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

Our common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "LVS." Our principal executive office is located at [removed: 3355 Las Vegas Boulevard South,] [added: 5500 Haven Street,] Las Vegas, Nevada [removed: 89109] [added: 89119] and our telephone number at that address is (702) 923-9000.

Our principal operating and developmental activities occur in [removed: three] [added: two] geographic areas: [removed: Macao, Singapore] [added: Macao] and [removed: the United States.][added: Singapore.]

In addition to our reportable segments noted above, management also reviews construction and development activities for [removed: each of] our [removed: primary] projects [removed: currently] under development, which include the [removed: expansion] [added: renovation] and [removed: rebranding] [added: expansion] of [removed: Sands Cotai Central to The Londoner] [added: our MICE, entertainment and retail product in] Macao and the MBS Expansion Project (as later defined).

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in [removed: Macao, Singapore] [added: Macao] and [removed: the U.S.] [added: Singapore] have contributed [removed: 53%, 36%] [added: 53%] and [removed: 11%] [added: 47%] of our total adjusted property EBITDA, respectively, during the previous five years.

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

[added: Established brands with broad regional and international market awareness and appeal.] Through a combination of its [removed: range and] [added: diversity of amenities,] scale of facilities and its distinctive [removed: theming,] [added: design,] The Venetian Macao has remained the foremost example of a themed Integrated Resort in Macao.

[added: We believe the brand of] Marina Bay Sands is [removed: an iconic part of the Singapore skyline] [added: unique] and [added: as a result, the property] is often featured prominently [added: on social media,] in filmed entertainment and [added: in] other media.

Experienced management team with a proven track record. Mr. [removed: Sheldon] [added: Robert] G.

Goldstein, our Chairman and Chief Executive Officer, has been an integral part of [removed: the Company's] [added: our] executive team from the beginning, joining [added: our founder and previous Chairman and Chief Executive Officer,] Mr. [removed: Adelson before The Venetian Resort Las Vegas was constructed.][added: Sheldon G.]

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

Our approximately [removed: 5.2] [added: 2.9] million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.

The live entertainment program at our [removed: properties, specifically in Asia,] [added: properties] has been a key traffic driver and has established us as a leader in the field of tourism and leisure activities.

[removed: We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort] 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 [removed: the renovation, expansion] [added: fulfilling capital] and [removed: rebranding] [added: operating investment requirements as part] of [removed: Sands Cotai Central into] [added: our Macao gaming concession, future phases of renovation and redevelopment of] The Londoner Macao and the [added: extensive renovation and] expansion of Marina Bay Sands.

The Venetian Macao includes approximately [removed: 374,000] [added: 503,000] square feet of gaming space [added: and gaming support area] with approximately 630 table games and [removed: 1,120] [added: 1,180] slot machines and electronic table games ("ETGs").

The Venetian Macao features a 39-floor luxury hotel tower with [removed: over 2,900] [added: 2,905] elegantly appointed luxury suites and the Shoppes at Venetian, approximately [removed: 945,000] [added: 944,000] square feet of unique retail shopping with [removed: more than 320] [added: 316] stores featuring many international brands and home to 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 [removed: theater,] [added: theater and] the 15,000-seat Cotai Arena that hosts world-class entertainment and sporting events.

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 [removed: internally.][added: internally and was completed during 2022.]

The [added: second hotel tower consists of 659 five-star rooms and suites under the Conrad brand and The] Londoner Macao Hotel [removed: opened in January 2021] with 594 London-themed suites, including 14 exclusive Suites by David Beckham.

The [removed: second] [added: third] hotel tower consists of [removed: approximately 1,800] [added: 1,842] rooms and suites under the Sheraton brand.

The [removed: third] [added: fourth] hotel tower consists of [removed: approximately 2,100] [added: 2,126] rooms and suites under the Sheraton brand.

The [removed: fourth] [added: first] hotel tower consists of Londoner Court [added: with 368 luxury suites] and [removed: approximately] 400 rooms and suites under the St. Regis brand.

The Integrated Resort includes approximately [removed: 351,000] [added: 400,000] square feet of gaming space [added: and gaming support area] with approximately 480 table games and [removed: 990] [added: 860] slot machines and ETGs, approximately 369,000 square feet of meeting space, a 1,701-seat theater, [added: the 6,000-seat Londoner Arena,] approximately [removed: 532,000] [added: 610,000] square feet of retail space with [removed: more than 110] [added: 128] stores and home to [removed: more than 50] [added: 49] restaurants and food outlets featuring an international assortment of cuisines.

The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately [removed: 248,000] [added: 270,000] square feet of gaming space [added: and gaming support area] with approximately [removed: 270 table games and 980]

[added: 270 table games and 800] slot machines and ETGs.

The Parisian Macao also features [removed: approximately 2,500] [added: 2,541] rooms and suites and the Shoppes at Parisian, approximately 296,000 square feet of unique retail shopping with [removed: 130] [added: 109] stores featuring many international brands and home to [removed: 26] [added: 23] restaurants and food outlets featuring an international assortment of cuisines.

The Plaza Macao and Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately [removed: 127,000] [added: 108,000] square feet of gaming space [added: and gaming support area] with approximately 140 table games and [removed: 170] [added: 100] slot machines and ETGs at its Plaza Casino.

The Shoppes at Four Seasons includes approximately [removed: 244,000] [added: 249,000] square feet of retail space [added: with 137 stores] and [added: home to 9 restaurant and food outlets, and] is connected to the Shoppes at Venetian.

The Sands Macao includes approximately [removed: 212,000] [added: 176,000] square feet of gaming space [added: and gaming support area] with approximately 160 table games and [removed: 610] [added: 560] slot machines and ETGs.

We operate the gaming areas within our Macao properties pursuant to a [removed: 20-year] [added: 10-year] gaming [removed: subconcession] [added: concession] that expires in [removed: June 2022.][added: December 2032.]

Marina Bay Sands [removed: features] [added: opened with] approximately 2,600 rooms and suites located in three 55-story hotel towers.

The Integrated Resort offers approximately 160,000 square feet of gaming space with approximately [removed: 530] [added: 500] table games and [removed: 2,100] [added: 2,900] 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.

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The Parisian Macao, our themed property with an iconic replica of the Eiffel Tower and other attractions, along with The Londoner Macao, with its phased opening throughout 2022, has established an interconnected critical mass of European-themed Integrated Resorts that attract multiple segments of leisure and business tourism and drive broad brand awareness both regionally and globally.

As awareness of The Londoner Macao increases, we believe this Integrated Resort has both the quality and scale to enhance the overall reputation and recognition of our Macao portfolio.

Marina Bay Sands is an iconic, architecturally significant Integrated Resort with meaningful scale and visitation.

Due to its distinctive design, multitude of amenities and customer experiences shared on social media, and a prominent position as part of the Singapore skyline, Marina Bay Sands is recognized throughout Asia and globally.

Adelson before The Venetian Resort Las Vegas was constructed.

We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort

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See "Regulation and Licensing — *Macao Concession*." Prior to the current gaming concession, we operated these gaming areas under an amended 20-year subconcession agreement, which expired on December 31, 2022.

We are currently undertaking extensive renovation work with approximately 2,300 rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our suite product.

On March 29, 2022, we

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entered into a letter agreement with the STB to extend the construction commencement date for the MBS Expansion Project from April 8, 2022 to April 8, 2023.

We do not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to lenders.

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The 2022 increase compared to 2021 was due to the easing of travel restrictions in April 2022 that were originally implemented in early 2020 due to the impact of the COVID-19 Pandemic.

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| Shoppes at Venetian | | | | | | 813,832(2) | | | | | | ZARA, Victoria's Secret, UNIQLO, Tiffany & Co., Rolex, Bvlgari, FURLA, MUJI, Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

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| Total | | | | | | 2,044,995 | | | | | | 100 | | % | | | | | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

- Subsidized child care programs;

Our employees are not covered by collective bargaining agreements.

As part of the Concession (defined below) entered into by VML and the Macao government, VML has a financial commitment to spend 30.24 billion patacas (approximately $3.77 billion at exchange rates in effect on December 31, 2022) through 2032 on both capital and operating projects, including 27.80 billion patacas (approximately $3.46 billion at exchange rates in effect on December 31, 2022) in non-gaming projects that will also appeal to international visitors (the "Investment Plan").

As part of the Investment Plan, VML will dedicate resources to several key areas, including:

- A commitment to expand, improve and optimize the scale and quality of its convention centers and related amenities.

This includes the proposed development of a new approximately 18,000-square-meter MICE facility in a new podium adjacent to the existing Cotai Expo, expanding the Company’s footprint of inter-connected meeting space and enabling the hosting of additional large-scale international MICE events.

In connection with these efforts, we will strengthen the planning, organization and international marketing of convention tourism in order to attract global multinational companies to host annual meetings and corporate summits in Macao.

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

- The redevelopment of the existing Le Jardin (the “Tropical Garden” on the south side of The Londoner Macao) to create a new and unique approximately 50,000-square-meter garden-themed destination.

The proposed garden-themed attraction will include an iconic conservatory together with related themed green spaces and amenities.

The conservatory is intended to become a Macao landmark of international renown, providing a year-round themed attraction for tourists and residents.

- An expansion of entertainment and sporting events and offerings to grow international tourism, supported in part by a meaningful reinvestment and upgrade of the Cotai Arena.

We will also develop several new restaurants and introduce innovative international culinary concepts to support Macao’s position as a city of gastronomy.

We will also launch a luxury yacht experience featuring on-board dining and entertainment including celebrity appearances, as well as water sports.

On March 29, 2022, we entered into a letter agreement with the STB to extend the construction commencement date for the MBS Expansion Project from April 8, 2022 to April 8, 2023.

As a result, the construction cost estimate and construction schedule were not delivered to the lenders by the extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered.

In addition, CDP's annual A List names the world's leading companies in the area of environmental transparency and performance.

For the fourth consecutive year, we have been named to the A List for both CDP Water Security and CDP Climate Change.

and neighbors.

In the United States, our operating segment is the Las Vegas Operating Properties.

Through May 30, 2019, the Sands Casino Resort Bethlehem (the "Sands Bethlehem") was included as an operating segment.

Established brands with broad regional and international market awareness and appeal. The opening of The Venetian Macao provided the foundation and cornerstone for the Cotai Strip and marked a step-change for the Macao gaming market more broadly.

Recognition has also been garnered by The Parisian Macao, our property with its iconic replica of the Eiffel Tower and other themed attractions.

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 2022.

Adelson was our founder, and until his death in January 2021, served as our Chairman and Chief Executive Officer.

Mr. Adelson created the MICE-based Integrated Resort and pioneered its development in the Las Vegas and Singapore markets, as well as in Macao, where he planned and developed the Cotai Strip.

Mr. Robert G.

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 presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"), and interactive guest experiences.

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.

The first hotel tower includes approximately 650 five-star rooms and suites under the Conrad brand and The Londoner Macao Hotel.

See "Regulation and Licensing — *Macao Concession and Our Subconcession*."

Las Vegas

Our Las Vegas Operating Properties is an Integrated Resort that includes The Venetian Resort Las Vegas and the Sands Expo Center.

The Venetian Resort Las Vegas features three hotel towers.

The Venetian Tower is a 35-story three-winged luxury hotel tower with 3,015 suites.

The second tower is an adjoining 1,013-suite, 12-story Venezia Tower.

The Palazzo Tower has 3,064 suites situated in a 50-story luxury hotel tower, which features modern European ambience and design, and is directly connected to The Venetian Tower and Sands Expo Center.

The Venetian Resort Las Vegas has approximately 225,000 square feet of gaming space and includes approximately 190 table games and 1,780 slot machines and ETGs.

The Venetian Resort Las Vegas features a variety of amenities for its guests, including a Paiza Club, several theaters and Canyon Ranch SpaClub.

The Venetian Resort Las Vegas features an enclosed retail, dining and entertainment complex, referred to as the Grand Canal Shoppes.

The portion of the complex located within The Venetian Tower (previously known as "The Grand Canal Shoppes") and the portion located within The Palazzo Tower (previously known as "The Shoppes at The Palazzo") were sold to GGP Limited Partnership ("GGP") in 2004 and 2008, respectively.

Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured by net leasable square footage), with approximately 1.2 million gross square feet of exhibit and meeting space.

We also own an approximately 1.1 million-gross-square-foot meeting and conference facility that links Sands Expo Center to The Venetian Resort Las Vegas.

Together, we offer approximately 2.3 million gross square feet of state-of-the-art exhibition and meeting facilities that can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events or trade shows.

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

MSG is currently building the MSG Sphere at The Venetian, an 18,000-seat venue, which will be located near, with connectivity to, the Las Vegas Operating Properties and is currently expected to open in 2023.

mass market gaming, while providing luxury amenities and high service levels to our VIP and premium players.

No additional concessions have been granted by the Macao government since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition.

As Marina Bay

Based on figures released by the Las Vegas Convention and Visitors Authority (the "LVCVA"), Las Vegas welcomed 32 million visitors during the twelve months ended December 31, 2021, a 69.4% increase as compared to the same period in 2020.

The Las Vegas hotel/casino industry is highly competitive.

Hotels on the Las Vegas Strip compete with other hotels on and off the Las Vegas Strip, including hotels in downtown Las Vegas.

In addition, there are large projects in Las Vegas in the development stage or currently suspended and, when opened, may target the same customers as we do.

For a discussion of legal proceedings, see "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — [removed: [](#if42916b52e004078a8d3452108d895bc_142)[Note 1](#if42916b52e004078a8d3452108d895bc_142)[5](#if42916b52e004078a8d3452108d895bc_142) [—](#if42916b52e004078a8d3452108d895bc_142)] [added: Note 17 —] [Commitments and [removed: Contingencies](#if42916b52e004078a8d3452108d895bc_142)] [added: Contingencies](#ibb63a193fadb402882d32c02576c0b6a_139)] — Litigation."

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| Las Vegas, | | | Nevada | | | | | | [removed: 89109] [added: 89119] | | |

As of June 30, [removed: 2021,] [added: 2022,] 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: $17,432,074,780] [added: $11,116,269,494] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 763,989,752] [added: 764,273,371] shares of common stock outstanding as of February 1, [removed: 2022.][added: 2023.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2022] [added: 2023] 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](#if42916b52e004078a8d3452108d895bc_13)] [added: 1](#ibb63a193fadb402882d32c02576c0b6a_13)] | | | — | | | [removed: [BUSINESS](#if42916b52e004078a8d3452108d895bc_13)] [added: [BUSINESS](#ibb63a193fadb402882d32c02576c0b6a_13)] | | | [removed: [3](#if42916b52e004078a8d3452108d895bc_13)] [added: [3](#ibb63a193fadb402882d32c02576c0b6a_13)] | | |

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| [ITEM [removed: 3](#if42916b52e004078a8d3452108d895bc_25)] [added: 3](#ibb63a193fadb402882d32c02576c0b6a_25)] | | | — | | | [LEGAL [removed: PROCEEDINGS](#if42916b52e004078a8d3452108d895bc_25)] [added: PROCEEDINGS](#ibb63a193fadb402882d32c02576c0b6a_25)] | | | [removed: [38](#if42916b52e004078a8d3452108d895bc_25)] [added: [41](#ibb63a193fadb402882d32c02576c0b6a_25)] | | |

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| [ITEM [removed: 5](#if42916b52e004078a8d3452108d895bc_34)] [added: 5](#ibb63a193fadb402882d32c02576c0b6a_34)] | | | — | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if42916b52e004078a8d3452108d895bc_34)] [added: SECURITIES](#ibb63a193fadb402882d32c02576c0b6a_34)] | | | [removed: [39](#if42916b52e004078a8d3452108d895bc_34)] [added: [42](#ibb63a193fadb402882d32c02576c0b6a_34)] | | |

| [ITEM [removed: 6](#if42916b52e004078a8d3452108d895bc_37)] [added: 6](#ibb63a193fadb402882d32c02576c0b6a_37)] | | | — | | | [removed: \[[RESERVED](#if42916b52e004078a8d3452108d895bc_37)\]] [added: \[[RESERVED](#ibb63a193fadb402882d32c02576c0b6a_37)\]] | | | [removed: [40](#if42916b52e004078a8d3452108d895bc_37)] [added: [43](#ibb63a193fadb402882d32c02576c0b6a_37)] | | |

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| [ITEM [removed: 7A](#if42916b52e004078a8d3452108d895bc_67)] [added: 7A](#ibb63a193fadb402882d32c02576c0b6a_67)] | | | — | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if42916b52e004078a8d3452108d895bc_67)] [added: RISK](#ibb63a193fadb402882d32c02576c0b6a_67)] | | | [removed: [65](#if42916b52e004078a8d3452108d895bc_67)] [added: [69](#ibb63a193fadb402882d32c02576c0b6a_67)] | | |

| [ITEM [removed: 8](#if42916b52e004078a8d3452108d895bc_70)] [added: 8](#ibb63a193fadb402882d32c02576c0b6a_70)] | | | — | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if42916b52e004078a8d3452108d895bc_70)] [added: DATA](#ibb63a193fadb402882d32c02576c0b6a_70)] | | | [removed: [66](#if42916b52e004078a8d3452108d895bc_70)] [added: [70](#ibb63a193fadb402882d32c02576c0b6a_70)] | | |

| [ITEM [removed: 9](#if42916b52e004078a8d3452108d895bc_163)] [added: 9](#ibb63a193fadb402882d32c02576c0b6a_160)] | | | — | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if42916b52e004078a8d3452108d895bc_163)] [added: DISCLOSURE](#ibb63a193fadb402882d32c02576c0b6a_160)] | | | [removed: [128](#if42916b52e004078a8d3452108d895bc_163)] [added: [132](#ibb63a193fadb402882d32c02576c0b6a_160)] | | |

| [ITEM [removed: 9A](#if42916b52e004078a8d3452108d895bc_166)] [added: 9A](#ibb63a193fadb402882d32c02576c0b6a_163)] | | | — | | | [CONTROLS AND [removed: PROCEDURES](#if42916b52e004078a8d3452108d895bc_166)] [added: PROCEDURES](#ibb63a193fadb402882d32c02576c0b6a_163)] | | | [removed: [128](#if42916b52e004078a8d3452108d895bc_166)] [added: [132](#ibb63a193fadb402882d32c02576c0b6a_163)] | | |

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| [PART [removed: III](#if42916b52e004078a8d3452108d895bc_172)] [added: III](#ibb63a193fadb402882d32c02576c0b6a_172)] | | | | | | | | | | | |

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| [PART [removed: IV](#if42916b52e004078a8d3452108d895bc_190)] [added: IV](#ibb63a193fadb402882d32c02576c0b6a_190)] | | | | | | | | | | | |

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| 5500 Haven Street | | | | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

☐

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| [PART I](#ibb63a193fadb402882d32c02576c0b6a_10) | | | | | | | | | | | |

| [PART II](#ibb63a193fadb402882d32c02576c0b6a_31) | | | | | | | | | | | |

| [ITEM 9B](#ibb63a193fadb402882d32c02576c0b6a_166) | | | — | | | [OTHER INFORMATION](#ibb63a193fadb402882d32c02576c0b6a_166) | | | [133](#ibb63a193fadb402882d32c02576c0b6a_166) | | |

| [SIGNATURES](#ibb63a193fadb402882d32c02576c0b6a_199) | | | | | | | | | [142](#ibb63a193fadb402882d32c02576c0b6a_199) | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| 3355 Las Vegas Boulevard South | | | | | | | | | | | |

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

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

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

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

With the expiry of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in the Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area of these entities), reverted to and are now owned by the Macao government.

Effective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, were temporarily transferred to us

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

for the duration of the Concession in return for annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2022).

These compensation amounts will be adjusted annually based on the Macao average price index for the preceding year.

We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an approximately 19-acre parcel of land located to the east of the 63-acre parcel.

We own these parcels of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances.

In March 2004, we entered into a long-term lease with a third party for the airspace over which a portion of The Shoppes at The Palazzo was constructed (the "Leased Airspace").

In January 2008, we acquired fee title from the same third party to the airspace above the Leased Airspace (the "Acquired Airspace") in order to build the Las Vegas Condo Tower, a high-rise residential condominium tower that was being constructed on the Las Vegas Strip within The Venetian Resort Las Vegas.

In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace.

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

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

The Company's common stock trades on the NYSE under the symbol "LVS." As of February 1, [removed: 2022,] [added: 2023,] there were [removed: 763,989,752] [added: 764,273,371] shares of our common stock outstanding that were held by [removed: 292] [added: 300] 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: 10] [added: 12] — Long-Term Debt."

In June 2018, [removed: the Company's] [added: our] Board of Directors authorized the repurchase of $2.50 billion of [removed: its] [added: our] outstanding common stock, which was to expire in November 2020.

In October 2020, [added: our Board of Directors authorized] the [removed: Company's] [added: extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, our] Board of Directors authorized the [added: further] extension of the expiration date of the remaining repurchase amount of $916 million to November [removed: 2022.][added: 2024.]

During the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

[removed: ][added: ]

| | | | | | | [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] | | | [removed: 12/31/2021] | | | [added: 12/31/2022 | | |]

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

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

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

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

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 78.44 | | | | | $ | 109.37 | | | | | $ | 96.24 | | | | | $ | 60.78 | | | | | $ | 77.62 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 69.38 | | | | | $ | 102.38 | | | | | $ | 91.80 | | | | | $ | 80.03 | | | | | $ | 59.67 | |

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

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

| 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 | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| Financial Statements: | | | | | | [added: | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#if42916b52e004078a8d3452108d895bc_73)] [added: Firm](#ibb63a193fadb402882d32c02576c0b6a_73)] (PCAOB ID 34) | | | [removed: [67](#if42916b52e004078a8d3452108d895bc_73)] | | | [added: [71](#ibb63a193fadb402882d32c02576c0b6a_73) | | |]

| [Consolidated Balance Sheets at December 31, [removed: 202](#if42916b52e004078a8d3452108d895bc_76)[1](#if42916b52e004078a8d3452108d895bc_76) [and 20](#if42916b52e004078a8d3452108d895bc_76)[20](#if42916b52e004078a8d3452108d895bc_76)] [added: 2022 and 2021](#ibb63a193fadb402882d32c02576c0b6a_76)] | | | [removed: [71](#if42916b52e004078a8d3452108d895bc_76)] | | | [added: [75](#ibb63a193fadb402882d32c02576c0b6a_76) | | |]

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 202](#if42916b52e004078a8d3452108d895bc_79)[1](#if42916b52e004078a8d3452108d895bc_79)] [added: 2022](#ibb63a193fadb402882d32c02576c0b6a_79)] | | | [removed: [72](#if42916b52e004078a8d3452108d895bc_79)] | | | [added: [76](#ibb63a193fadb402882d32c02576c0b6a_79) | | |]

| [Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 202](#if42916b52e004078a8d3452108d895bc_82)[1](#if42916b52e004078a8d3452108d895bc_82)] [added: 2022](#ibb63a193fadb402882d32c02576c0b6a_82)] | | | [removed: [73](#if42916b52e004078a8d3452108d895bc_82)] | | | [added: [77](#ibb63a193fadb402882d32c02576c0b6a_82) | | |]

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 202](#if42916b52e004078a8d3452108d895bc_85)[1](#if42916b52e004078a8d3452108d895bc_85)] [added: 2022](#ibb63a193fadb402882d32c02576c0b6a_85)] | | | [removed: [74](#if42916b52e004078a8d3452108d895bc_85)] | | | [added: [78](#ibb63a193fadb402882d32c02576c0b6a_85) | | |]

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 202](#if42916b52e004078a8d3452108d895bc_88)[1](#if42916b52e004078a8d3452108d895bc_88)] [added: 2022](#ibb63a193fadb402882d32c02576c0b6a_88)] | | | [removed: [75](#if42916b52e004078a8d3452108d895bc_88)] | | | [added: [79](#ibb63a193fadb402882d32c02576c0b6a_88) | | |]

| [Notes to Consolidated Financial [removed: Statements](#if42916b52e004078a8d3452108d895bc_91)] [added: Statements](#ibb63a193fadb402882d32c02576c0b6a_91)] | | | [removed: [77](#if42916b52e004078a8d3452108d895bc_91)] | | | [added: [81](#ibb63a193fadb402882d32c02576c0b6a_91) | | |]

| Financial Statement Schedule: | | | | | | [added: | | |]

| [Schedule II — Valuation and Qualifying [removed: Accounts](#if42916b52e004078a8d3452108d895bc_160)] [added: Accounts](#ibb63a193fadb402882d32c02576c0b6a_157)] | | | [removed: [127](#if42916b52e004078a8d3452108d895bc_160)] | | | [added: [131](#ibb63a193fadb402882d32c02576c0b6a_157) | | |]

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 4, 2022,] [added: 3, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Valuation of Casino Receivables — Refer to Notes 2 and [removed: 4] [added: 6] to the financial statements

Accounts receivable as of December 31, [removed: 2021] [added: 2022] include credit extended to casino patrons and gaming promoters.

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

[added: 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 [added: and gaming promoter] accounts receivable, especially as it relates to the evaluation of patron [added: and junket operator] assets available to repay amounts owed.

- We tested the operating effectiveness of controls over the granting of casino credit, controls over the collection [removed: processes] [added: processes,] and management’s review controls over the assessment of the collectability of casino receivables, including the information used by management in those controls.

[removed: Venetian Macau Limited (“VML”), a subsidiary of SCL and indirect subsidiary of the Company, conducts] [added: Until December 31, 2022,] gaming [removed: operations] in Macao [removed: pursuant to concession agreements awarded] [added: was administered] by the [removed: Macao] government [added: through concession agreements awarded] to three different concessionaires and three subconcessionaires, of which [removed: VML is] [added: Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) was] one.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (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: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework (2013) issued by [removed: COSO.][added: 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: 2021] [added: 2022] of the Company and our report dated February [removed: 4, 2022,] [added: 3, 2023,] expressed an unqualified opinion on those financial statements and financial schedule.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 1,854] [added: 6,311] | | | | | $ | [removed: 2,082] [added: 1,854] | |

| Restricted cash and cash equivalents | | | [removed: 16] [added: —] | | | | | | 16 | | |

| Accounts receivable, net of provision for credit losses of [removed: $232] [added: $217] and [removed: $255] [added: $232] | | | [removed: 202] [added: 267] | | | | | | [removed: 252] [added: 202] | | |

| Inventories | | | [removed: 22] [added: 28] | | | | | | 22 | | |

| Prepaid expenses and other | | | [removed: 113] [added: 138] | | | | | | 113 | | |

| Current assets of discontinued operations held for sale | | | [removed: 3,303] [added: —] | | | | | | [removed: 3,222] [added: 3,303] | | |

| Total current assets | | | [removed: 5,510] [added: 6,744] | | | | | | [removed: 5,707] [added: 5,510] | | |

| Property and equipment, net | | | [removed: 11,850] [added: 11,451] | | | | | | [removed: 12,280] [added: 11,850] | | |

| Deferred income taxes, net | | | [removed: 297] [added: 131] | | | | | | [removed: 318] [added: 297] | | |

| Leasehold interests in land, net | | | [removed: 2,166] [added: 2,128] | | | | | | [removed: 2,256] [added: 2,166] | | |

| Intangible assets, net | | | [removed: 19] [added: 64] | | | | | | [removed: 25] [added: 19] | | |

| Other assets, net | | | [removed: 217] [added: 231] | | | | | | [removed: 221] [added: 217] | | |

| Total assets | | | $ | [removed: 20,059] [added: 22,039] | | | | | $ | [removed: 20,807] [added: 20,059] | |

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

| | | | | | | | | |

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

| [Note 1](#ibb63a193fadb402882d32c02576c0b6a_94) | | | [Organization and Business of Company](#ibb63a193fadb402882d32c02576c0b6a_94) | | | [81](#ibb63a193fadb402882d32c02576c0b6a_94) | | |

| [Note 2](#ibb63a193fadb402882d32c02576c0b6a_97) | | | [Summary of Significant Accounting Policies](#ibb63a193fadb402882d32c02576c0b6a_97) | | | [86](#ibb63a193fadb402882d32c02576c0b6a_97) | | |

| [Note 3](#ibb63a193fadb402882d32c02576c0b6a_100) | | | [Discontinued Operations](#ibb63a193fadb402882d32c02576c0b6a_100) | | | [92](#ibb63a193fadb402882d32c02576c0b6a_100) | | |

| [Note 4](#ibb63a193fadb402882d32c02576c0b6a_1697) | | | [Loan Receivable](#ibb63a193fadb402882d32c02576c0b6a_1697) | | | [95](#ibb63a193fadb402882d32c02576c0b6a_1697) | | |

| [Note 5](#ibb63a193fadb402882d32c02576c0b6a_1631) | | | [Restricted Cash and Cash Equivalents](#ibb63a193fadb402882d32c02576c0b6a_1631) | | | [95](#ibb63a193fadb402882d32c02576c0b6a_1631) | | |

| [Note 6](#ibb63a193fadb402882d32c02576c0b6a_103) | | | [Accounts Receivable, Net](#ibb63a193fadb402882d32c02576c0b6a_103) | | | [96](#ibb63a193fadb402882d32c02576c0b6a_103) | | |

| [Note 7](#ibb63a193fadb402882d32c02576c0b6a_106) | | | [Property](#ibb63a193fadb402882d32c02576c0b6a_106) [](#ibb63a193fadb402882d32c02576c0b6a_106)[and Equipment, Net](#ibb63a193fadb402882d32c02576c0b6a_106) | | | [96](#ibb63a193fadb402882d32c02576c0b6a_106) | | |

| [Note 8](#ibb63a193fadb402882d32c02576c0b6a_109) | | | [Leasehold Interests in Land, Net](#ibb63a193fadb402882d32c02576c0b6a_109) | | | [97](#ibb63a193fadb402882d32c02576c0b6a_109) | | |

| [Note 9](#ibb63a193fadb402882d32c02576c0b6a_112) | | | [Intangible Assets, Net](#ibb63a193fadb402882d32c02576c0b6a_112) | | | [98](#ibb63a193fadb402882d32c02576c0b6a_112) | | |

| [Note 10](#ibb63a193fadb402882d32c02576c0b6a_115) | | | [Other Accrued Liabilities](#ibb63a193fadb402882d32c02576c0b6a_115) | | | [98](#ibb63a193fadb402882d32c02576c0b6a_115) | | |

| [Note 11](#ibb63a193fadb402882d32c02576c0b6a_118) | | | [Derivative Instruments](#ibb63a193fadb402882d32c02576c0b6a_118) | | | [99](#ibb63a193fadb402882d32c02576c0b6a_118) | | |

| [Note 12](#ibb63a193fadb402882d32c02576c0b6a_121) | | | [Long-Term Debt](#ibb63a193fadb402882d32c02576c0b6a_121) | | | [100](#ibb63a193fadb402882d32c02576c0b6a_121) | | |

| [Note 13](#ibb63a193fadb402882d32c02576c0b6a_124) | | | [Equity](#ibb63a193fadb402882d32c02576c0b6a_124) | | | [108](#ibb63a193fadb402882d32c02576c0b6a_124) | | |

| [Note 14](#ibb63a193fadb402882d32c02576c0b6a_127) | | | [Income Taxes](#ibb63a193fadb402882d32c02576c0b6a_127) | | | [110](#ibb63a193fadb402882d32c02576c0b6a_127) | | |

| [Note 15](#ibb63a193fadb402882d32c02576c0b6a_130) | | | [Fair Value](#ibb63a193fadb402882d32c02576c0b6a_130) [Disclosures](#ibb63a193fadb402882d32c02576c0b6a_130) | | | [113](#ibb63a193fadb402882d32c02576c0b6a_130) | | |

| [Note 16](#ibb63a193fadb402882d32c02576c0b6a_136) | | | [Leases](#ibb63a193fadb402882d32c02576c0b6a_136) | | | [113](#ibb63a193fadb402882d32c02576c0b6a_136) | | |

| [Note 17](#ibb63a193fadb402882d32c02576c0b6a_139) | | | [Commitments and Contingencies](#ibb63a193fadb402882d32c02576c0b6a_139) | | | [116](#ibb63a193fadb402882d32c02576c0b6a_139) | | |

| [Note 18](#ibb63a193fadb402882d32c02576c0b6a_142) | | | [Stock-Based Employee Compensation](#ibb63a193fadb402882d32c02576c0b6a_142) | | | [120](#ibb63a193fadb402882d32c02576c0b6a_142) | | |

| [Note 19](#ibb63a193fadb402882d32c02576c0b6a_148) | | | [Related Party Transactions](#ibb63a193fadb402882d32c02576c0b6a_148) | | | [124](#ibb63a193fadb402882d32c02576c0b6a_148) | | |

| [Note 20](#ibb63a193fadb402882d32c02576c0b6a_151) | | | [Segment Information](#ibb63a193fadb402882d32c02576c0b6a_151) | | | [125](#ibb63a193fadb402882d32c02576c0b6a_151) | | |

| [Note 21](#ibb63a193fadb402882d32c02576c0b6a_154) | | | [Selected Quarterly Financial Results (Unaudited)](#ibb63a193fadb402882d32c02576c0b6a_154) | | | [130](#ibb63a193fadb402882d32c02576c0b6a_154) | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| February 3, 2023 | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| Loan receivable | | | 1,165 | | | | | | — | | |

| Restricted cash | | | 125 | | | | | | — | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| Gain on disposal of discontinued operations, net of tax | | | 2,861 | | | | | | — | | | | | | — | | |

| Adjustment to gain on disposal of discontinued operations, net of tax | | | (9) | | | | | | — | | | | | | — | | |

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

[Table of](#ibb63a193fadb402882d32c02576c0b6a_7) [Contents](#ibb63a193fadb402882d32c02576c0b6a_7)

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,832 | | | | | | (475) | | | | | | 1,357 | | |

| Cash flow hedge fair value adjustment | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | (1) | | | | | | (3) | | |

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

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

*Critical Audit Matter Description*

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

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.

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.

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 | | |

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

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

| Diluted | | | 764 | | | | | | 764 | | | | | | 771 | | |

| Balance at January 1, 2019 | | | $ | 1 | | | | | $ | (3,727) | | | | | $ | 6,680 | | | | | $ | (40) | | | | | $ | 2,770 | | | | | $ | 1,061 | | | | | $ | 6,745 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,698 | | | | | | 606 | | | | | | 3,304 | | |

| Disposition of interest in majority-owned subsidiary, net of taxes | | | — | | | | | | — | | | | | | (185) | | | | | | — | | | | | | — | | | | | | 266 | | | | | | 81 | | |

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

| Dividends declared ($3.08 per share) (Note 11) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,367) | | | | | | (633) | | | | | | (3,000) | | |

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

| Net proceeds from sale of Sands Bethlehem | | | — | | | | | | — | | | | | | 1,161 | | |

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

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

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.

On March 3, 2021, the negative COVID-19 test requirement to enter casinos was removed; however, various other health safeguards implemented by the Macao government remain in place, including mandatory mask protection, limitation on the number of seats per table game, slot machine spacing and temperature checks.

Management is currently unable to determine when the remaining measures will be eased or cease to be necessary.

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.

This tower has been utilized for quarantine purposes on several occasions during 2020 and 2021.

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

The Company’s Macao gaming operations remained open during the year ended December 31, 2021, compared to the same period in 2020 when the Company’s Macao gaming operations were suspended from February 5, 2020 to February 19, 2020 due to a government mandate, except for gaming operations at The Londoner Macao, which resumed on February 27, 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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

Based on this assessment, management concluded, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about March 30, [removed: 2022] [added: 2023] (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."

We have adopted a Code of Business Conduct and [removed: Ethics,] [added: Ethics (the "Code"),] which is posted on our website at *www.sands.com*, along with any amendments or waivers to the Code.

Copies of the Code [removed: of Business Conduct and Ethics] are available without charge by sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., [removed: 3355 Las Vegas Boulevard South,] [added: 5500 Haven Street,] Las Vegas, Nevada [removed: 89109.][added: 89119.]

Consolidated Statements of Comprehensive Income [added: (Loss)]

| 2.3†† | | | | | | [Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[(](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[incorporated] [added: L.P. (incorporated] by reference from [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [2](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[.1] [added: Exhibit 2.1] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [September](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [30, 20](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[21](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [and] [added: ended September 30, 2021 and] filed [removed: on](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) [October 22](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[21](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)] [added: on October 22, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)] | | |

| 2.4†† | | | | | | [Amendment to Letter Agreement, dated as of October 7, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit [removed: 2.1 to] [added: 2.](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm)[2](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm) [to] the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2021 and filed on October 22, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm) | | |

| 10.1 | | | | | | [Facility Agreement dated November 20, 2018, among Sands China [removed: Limited,] [added: L](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)[t](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)[d](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)[.](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)[,] Bank of China Limited, Macau Branch, as agent, the arrangers listed therein and the original lenders listed therein (incorporated by reference from Exhibit 10.9 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/d710701dex109.htm) | | |

| 10.2† | | | | | | [Waiver and Amendment Request Letter, dated March 27, 2020, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands [removed: China,] [added: China](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm) [](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm)[L](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm)[td.](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm)[,] as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 27, 2020).](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm) | | |

| 10.3† | | | | | | [Waiver Extension and Amendment Request Letter, dated September 11, 2020, with respect to the Facility Agreement, dated as of November 20, 2018 by and among Sands [removed: China,] [added: China](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000127/lvs_ex101x09112020.htm) [Ltd.](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000127/lvs_ex101x09112020.htm)[,] as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party 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 11, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000127/lvs_ex101x09112020.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 [removed: China,] [added: China](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm) [](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[Ltd](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[.](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)[,] as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party [removed: 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] [added: thereto (incorporated] by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed [removed: 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)] [added: on July 7, 2021).](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)] | | |

| [removed: 10.5] [added: 10.6] | | | | | | [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: 10.6†] [added: 10.7†] | | | | | | [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: 10.7†] [added: 10.8†] | | | | | | [Amendment No. 2 to Revolving Credit Agreement, dated as of September 3, 2021, 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 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000125/lvs-ex101x09032021.htm) | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Amendment No. 3 to Revolving Credit Agreement, dated [removed: as December] [added: as](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000172/lvs-ex101x12072021.htm) [of](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000172/lvs-ex101x12072021.htm) [December] 7, 2021, by and between Las Vegas Sands Corp. 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 December 7, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000172/lvs-ex101x12072021.htm) | | |

| [removed: 10.9] [added: 10.11] | | | | | | [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: 10.10] [added: 10.12] | | | | | | [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)](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] [added: Agreement) (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: 10.11] [added: 10.13] | | | | | | [Second Amendment and Restatement Agreement dated as of March [removed: 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)[,] [added: 14,] 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: 10.12] [added: 10.14] | | | | | | [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: 10.13†] [added: 10.16†] | | | | | | [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: 10.14†] [added: 10.17†] | | | | | | [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) | | |

| [removed: 10.15] [added: 10.18] | | | | | | [removed: [Addendum to Sands Resort Hotel and Casino] [added: [Land Concession] Agreement, dated as of [removed: September 16, 1997, by and] [added: December 10, 2003, relating to the Sands Macao] between [removed: Clark County] [added: the Macao Special Administrative Region] and [removed: Las Vegas Sands, Inc.] [added: Venetian Macau Limited] (incorporated by reference from Exhibit [removed: 10.20] [added: 10.39] to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_20.htm)] [added: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm)] | | |

| [removed: 10.17] [added: 10.24] | | | | | | [removed: [Amendment to] [added: [Land] Concession [removed: Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region,] [added: Agreement,] dated as of [removed: December 19, 2002,] [added: May 5, 2010, relating to The Londoner Macao] among the [removed: Macao] [added: Macau] Special Administrative [removed: Region] [added: Region, Venetian Orient Limited] and [removed: Galaxy Casino Company,] [added: Venetian Macau] Limited (incorporated by reference from Exhibit [removed: 10.16] [added: 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1016.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm)] | | |

| 10.19 | | | | | | [removed: [Land] [added: [Amendment, published on April 23, 2008, to Land] Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the [removed: Macao] [added: Macau] Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit [removed: 10.39] [added: 10.3] to the Company's [removed: Amendment No. 1 to Registration Statement] [added: Quarterly Report] on Form [removed: S-1] [added: 10-Q] (File No. [removed: 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm)] [added: 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)] | | |

| 10.20 | | | | | | [removed: [Amendment, published on April 23, 2008, to Land] [added: [Land] Concession Agreement, dated as of [removed: December] [added: April] 10, [removed: 2003,] [added: 2007,] relating to the [removed: Sands] [added: Venetian Macao, Four Seasons] Macao [removed: between] [added: and Site 3 among] the Macau Special Administrative [removed: Region] [added: 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, [removed: 2008] [added: 2007] and filed on May [removed: 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm)] [added: 10, 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)] | | |

| 10.21 | | | | | | [removed: [Land Concession Agreement, dated as of April 10, 2007, relating] [added: [Amendment published on October 29, 2008,] to [removed: the Venetian Macao, Four Seasons Macao and Site 3 among the] [added: Land Concession Agreement between] Macau Special Administrative [removed: Region, Venetian Cotai Limited] [added: Region] and Venetian [removed: Macau] [added: Cotai] Limited (incorporated by reference from Exhibit [removed: 10.3] [added: 10.5] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: March 31, 2007] [added: September 30, 2008] and filed on [removed: May] [added: November] 10, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm)] | | |

| 10.22 | | | | | | [removed: [Amendment] [added: [Amendment,] published on [removed: October 29, 2008,] [added: June 5, 2013,] to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit [removed: 10.5] [added: 10.22] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] (File No. 001-32373) for the [removed: quarter] [added: year] ended [removed: September 30, 2008] [added: December 31, 2018] and filed on [removed: November 10, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm)] [added: February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm)] | | |

| 10.23 | | | | | | [Amendment, published on [removed: June 5, 2013,] [added: October 22, 2014,] to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit [removed: 10.22] [added: 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm)] | | |

| [removed: 10.24] [added: 10.32+] | | | | | | [removed: [Amendment, published on October 22, 2014, to Land Concession] [added: [Form of Nonqualified Stock Option] Agreement [removed: between Macau Special Administrative Region and Venetian Cotai Limited] [added: under the 2004 Equity Award Plan] (incorporated by reference from Exhibit [removed: 10.23] [added: 10.51] to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, [removed: 2018] [added: 2010] and filed on [removed: February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm)] [added: March 1, 2011).](http://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)] | | |

| [removed: 10.25] [added: 10.26] | | | | | | [removed: [Land Concession] [added: [Supplement to Development] Agreement, dated [removed: as of May 5, 2010, relating to The Londoner Macao among the Macau Special Administrative Region, Venetian Orient Limited] [added: December 11, 2009, by] and [removed: Venetian Macau Limited] [added: between Singapore Tourism Board and Marina Bay Sands PTE. LTD] (incorporated by reference from Exhibit [removed: 10.24] [added: 10.76] to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, [removed: 2018] [added: 2009] and filed on [removed: February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm)] [added: March 1, 2010).](http://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm)] | | |

| [removed: 10.26] [added: 10.25] | | | | | | [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: 10.27] [added: 10.27†] | | | | | | [removed: [Supplement to Development] [added: [Development] Agreement, dated [removed: December 11, 2009, by and] [added: April 3, 2019,] between [added: the] Singapore Tourism Board and Marina Bay Sands [removed: PTE. LTD] [added: Pte. Ltd.] (incorporated by reference from Exhibit [removed: 10.76] [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 the [removed: year] [added: three and six months] ended [removed: December 31, 2009] [added: June 30, 2019] and filed on [removed: March 1, 2010).](http://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm)] [added: July 24, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm)] | | |

| [removed: 10.28†] [added: 10.56††] | | | | | | [removed: [Development] [added: [Letter] Agreement, dated [removed: April 3, 2019, between the Singapore Tourism Board] [added: as of March 29, 2022, by] and [added: between] Marina Bay Sands Pte. [removed: Ltd.] [added: Ltd., and Singapore Tourism Board] (incorporated by reference from Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000048/lvs-ex104x03312022.htm)[4](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000048/lvs-ex104x03312022.htm) [to] the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q (File No. 001-32373) for the [removed: three and six months] [added: quarter] ended [removed: June 30, 2019] [added: March 31, 2022] and filed on [removed: July 24, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm)] [added: April 29, 2022).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000048/lvs-ex104x03312022.htm)] | | |

| [removed: 10.32+] [added: 10.28+] | | | | | | [Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) (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 June 30, 2014 and filed on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex101x6302014.htm) | | |

| [removed: 10.33+] [added: 10.29+] | | | | | | [Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on May 20, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm) | | |

| [removed: 10.34+] [added: 10.30+] | | | | | | [Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (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 March 31, 2018 and filed on April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex105x03312018.htm) | | |

| [removed: 10.35+] [added: 10.31+] | | | | | | [Form of Restricted Stock 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 March 31, 2018 and filed on April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex106x03312018.htm) | | |

| [removed: 10.36+] [added: 10.33+] | | | | | | [Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit [removed: 10.51] [added: 10.4] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-32373) for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2010] [added: 2018] and filed on [removed: March 1, 2011).](http://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)] [added: April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex104x03312018.htm)] | | |

| [removed: 10.37+] [added: 10.34+] | | | | | | [Form of [added: Director] Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit [removed: 10.4] [added: 10.3] 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, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex104x03312018.htm)] [added: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)] | | |

| [removed: 10.38+] [added: 10.35+] | | | | | | [Form of Director [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Units Award] Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit [removed: 10.3] [added: 10.7] 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, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)] [added: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex107x03312018.htm)] | | |

| [removed: 10.39+] [added: 10.37+] | | | | | | [Form of [removed: Director] Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit [removed: 10.7] [added: 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, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex107x03312018.htm)] [added: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm)] | | |

| [removed: 10.40+] [added: 10.36+] | | | | | | [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) | | |

| [removed: 10.41+] [added: 10.38+] | | | | | | [removed: [Form of Restricted Stock Units Award Agreement under the 2004 Equity Award] [added: [Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive] Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. [removed: 001-32373)] [added: 001-32373] for the quarter ended [removed: March 31,] [added: June 30,] 2018 and filed on [removed: April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm)] [added: July 25, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm)] | | |

| [removed: 10.42+] [added: 10.50] | | | | | | [removed: [Las Vegas] [added: [Subordinated Term Loan Agreement, dated as of July 11, 2022, by and between] Sands [removed: Corp. Amended] [added: China Ltd., as the Borrower,] and [removed: Restated Executive Cash Incentive Plan] [added: Las Vegas Sands Corp., as the Lender] (incorporated by reference from Exhibit [removed: 10.9] [added: 10.1] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q (File No. [removed: 001-32373] [added: 001-32373)] for the quarter ended June 30, [removed: 2018] [added: 2022] and filed on July [removed: 25, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm)] [added: 22, 2022).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000094/lvs_ex101x06302022.htm)] | | |

| 3.3 | | | | | | [Amendments to the Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October 18, 2022](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm) [(](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm)[incorporated by reference from Exhibit](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm) [3](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm)[.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm) [October 24](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm)[22).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000124/lvs_ex31x10182022.htm) | | |

| 10.5† | | | | | | [Waiver Extension and Amendment Request Letter, dated November 30, 2022, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000133/lvs_ex101x11302022.htm) [Ltd](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000133/lvs_ex101x11302022.htm)[, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on November 30, 2022)](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000133/lvs_ex101x11302022.htm) | | |

| 10.10 | | | | | | [Amendment No. 4 to Revolving Credit Agreement, dated as of January 30, 2023, by and between Las Vegas Sands Corp. 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 January 31 , 2023).](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000009/lvs_ex101x01302023.htm) | | |

| 10.15 | | | | | | [Fourth Amendment and Restatement Agreement, dated as of February 9, 2022, among Marina Bay Sands Pte. Ltd., as borrower, and DBS Bank Ltd., as agent and security trustee (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on February 14, 2022).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001300514/000130051422000014/lvs-20220209.htm) | | |

| 10.51* | | | | | | [Concession Contract for the Operation of Casino Games of Chance in the Macao Special Administrative Region, dated as of December 16, 2022, by and between the Macao Special Administrative Region and Venetian Macau Limited.](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1051x12312022.htm) | | |

| 10.52 | | | | | | [Deed](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm) [of Reversion](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm) [](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm)[(The London](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm)[er Macao](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm)[)](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm)[, dated as of December 30, 2022, by and among Venetian Macau Limited,](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm) [Venetian Orient Limited](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm) [and the Macao Special Administrative Region.](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1052x12312022.htm) | | |

| 10.53* | | | | | | [Handover Deed, dated as of December 30, 2022, by and between Venetian Macau Limited and the Macao Special Administrative Region.](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex1053x12312022.htm) | | |

| 10.55†† | | | | | | [Term Loan Credit and Security Agreement, dated as of February 23, 2022, by and among Pioneer HoldCo, LLC, Pioneer OpCo, LLC as Borrower, the Guarantors party thereto, and Las Vegas Sands Corp. (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, 2022 and filed on April 29, 2022).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000048/lvs_ex103x03312022.htm) | | |

| 23.2* | | | | | | [Consent of Haiwen & Partners](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000021/lvs_ex232x12312022.htm) | | |

The following Deeds of Reversion are substantially identical in all material respects, except as to the subject property, to the Deed of Reversion that is filed as Exhibit 10.52 hereto and are being omitted in reliance on Instruction 2 to Item 601 of Regulation S-K:

Deed of Reversion (The Venetian Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region.

Deed of Reversion (The Parisian Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region.

Deed of Reversion (The Four Seasons Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region.

Deed of Reversion (The Sands Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region.

| 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) | | |

| 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) | | |

| 10.29 | | | | | | [Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las 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 certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.'s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000190.txt) | | |

| 10.30 | | | | | | [Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 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_52.htm) | | |

| 10.31 | | | | | | [Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, by and among Interface Group-Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (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, 2008 and filed on May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w1.htm) | | |

| 10.44 | | | | | | [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) | | |

| 10.45 | | | | | | [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) | | |

| 10.46 | | | | | | [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) | | |

| 10.50 | | | | | | [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) | | |

| 10.51 | | | | | | [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) | | |

| 10.53+ | | | | | | [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) | | |

| February [removed: 4, 2022] [added: 3, 2023] | | | /S/ ROBERT G. GOLDSTEIN | | | | | | | | |

| /S/ ROBERT G. GOLDSTEIN | | | | | | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /S/ PATRICK DUMONT | | | | | | President, Chief Operating Officer and Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /S/ IRWIN CHAFETZ | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /S/ MICHELINE CHAU | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |