Las Vegas Sands (LVS) 10-K risk factor changes: FY2023 vs FY2022

- Our Macao Concession and Singapore [added: development agreements and casino] license can be terminated [added: or redeemed] under certain circumstances without compensation to us.

- VML may have financial and other obligations to foreign workers [removed: managed by] [added: seconded to] its contractors under government labor quotas.

Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; fear of exposure to a widespread health [removed: epidemic, such as the COVID-19 Pandemic;] [added: epidemic;] any weaknesses in the job or housing market; credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fear of war, political instability, civil unrest or future acts of terrorism.

So-called [removed: "Acts] [added: “Acts] of [removed: God,"] [added: God,”] such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious or contagious diseases, political instability, civil unrest, terrorist activity or war may [removed: result, and in the case of the COVID-19 Pandemic, have resulted,] [added: result] in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely [removed: affect, and the COVID-19 Pandemic has adversely affected,] [added: affect] the number of visitors to our properties.

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

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

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

The gaming authorities in [removed: other] jurisdictions where we operate or plan to operate, including in Macao and Singapore, exercise [removed: similar powers] [added: authority] for purposes of assessing suitability in relation to our activities in other gaming jurisdictions where we do business.

For example, due to the impact of the COVID-19 [removed: Pandemic,] [added: pandemic,] we suspended our quarterly dividend program [removed: beginning in] [added: between] April [removed: 2020,] [added: 2020] and [added: July 2023, resuming dividend payments in August 2023, and] SCL suspended its dividend payments [removed: after paying its interim dividend for 2019 on] [added: beginning in] February [removed: 21,] 2020.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $15.98] [added: $14.03] billion of long-term debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

We have a principal amount of [removed: $2.03 billion,] $1.90 billion, [removed: $3.34] [added: $3.37] billion, [removed: $3.51 billion and] [added: $3.54 billion,] $700 million [added: and $1.90 billion] in long-term debt maturing during the years ending December 31, [removed: 2023,] 2024, 2025, [removed: 2026] [added: 2026, 2027] and [removed: 2027,] [added: 2028,] respectively.

During the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 9.8%] [added: 10.6%] and [removed: 15.8%] [added: 11.9%] of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.

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

[removed: In] [added: On February 23, 2022, in] connection with closing of the [added: sale of our] Las Vegas [removed: Sale,] [added: real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”),] we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of [removed: $1.17] [added: $1.19] billion as of December 31, [removed: 2022.][added: 2023.]

[removed: If] [added: While payments on the loan have been made, if] this loan were to become impaired and could not be collected, our financial position, results of operations and cash flows could be materially adversely affected for the amount of uncollected, or deemed uncollectible, principal and interest.

For example, we are obligated to commence certain construction projects in Singapore under the Second Development Agreement by April [removed: 2023,] [added: 2024,] which we do not expect to be able to timely commence.

Our Macao Concession and Singapore [added: development agreements and casino] license can be terminated [added: or redeemed] under certain circumstances without compensation to us.

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

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

[removed: The] [added: Under the casino regulatory framework in Singapore, our casino license may be terminated in the event of Marina Bay Sands' serious non-compliance with its obligations under the casino regulations or our casino license conditions, and the] development agreements between [removed: MBS] [added: Marina Bay Sands] and the STB [removed: contains] [added: contain] events of default that could permit the STB to terminate the agreement without compensation to us.

Slowdown in economic growth or changes of China's current restrictions on travel and currency movements have disrupted, and [added: if such slowdown is continued and prolonged] could further 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.

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

[added: These polices and measures, if implemented,] may [removed: have,] [added: 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.

We hold one of only six gaming concessions authorized by the Macao government to operate [removed: casinos] [added: casino games of chance] in Macao through December 31, 2032.

We [removed: continued] [added: will continue] to benefit from this tax exemption through December 31, [removed: 2022.][added: 2027.]

VML may have financial and other obligations to foreign workers [removed: managed by] [added: seconded to] its contractors under government labor quotas.

The Macao government has granted VML [removed: a quota] [added: quotas] to permit it to hire foreign workers.

VML has effectively [removed: assigned the management] [added: seconded part] of [removed: this quota] [added: the foreign workers employed under these quotas] to its contractors for the construction of our Cotai Strip projects.

VML, however, remains ultimately liable for all employer obligations relating to these [removed: employees,] [added: workers,] including for payment of wages and taxes and compliance with labor and workers' compensation laws.

VML requires each contractor to whom it has [removed: assigned the management of part of its labor quota] [added: seconded these foreign workers] to indemnify VML for any costs or liabilities VML incurs as a result of such contractor's failure to fulfill [removed: employer] [added: their] obligations.

We cannot assure you VML's contractors will fulfill their obligations to [removed: employees] [added: workers] hired under the labor quotas or to VML under the indemnification agreements, or the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to [removed: employees managed by] [added: foreign workers seconded to] contractors under VML's quotas.

In addition, the Chinese government has recently [removed: indicated an intent] [added: adopted new rules] to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

If, in the future, there were to be any significant governmental [removed: intervention or] influence in the future on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.

If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations, which could [added: potentially result in a material change to our operations.]

The Review Measures do not provide for a definition of “online platform operator” and, therefore, we cannot assure you that our Macao Operations will not be deemed as an “online platform operator.” However, as of the date of this report, our subsidiaries incorporated in mainland China do not have over one million users’ personal information and do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future, and on that basis we believe we are not required to apply for [removed: cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not.]

If SCL does not receive or maintain such permissions or approvals in relation to such back office support functions, we do not expect there will be any material adverse impact on the business, financial condition and results of our Macao [added: Operations.]

The Holding Foreign Companies Accountable Act [removed: (the “HFCA Act”)] was enacted [removed: on] [added: in] December [removed: 18, 2020.][added: 2020 (as further amended, the “HFCA Act”).]

Under the HFCA Act, the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is [removed: unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years.]

Dr. Adelson, her family members and trusts and other entities established for the benefit of Dr. Adelson‘s family members (collectively our [removed: "Principal Stockholders")] [added: “Principal Stockholders”)] beneficially owned approximately [removed: 57%] [added: 51%] of our outstanding common stock as of December 31, [removed: 2022.][added: 2023.]

Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, [removed: (for example, the COVID-19 Pandemic),] earthquakes, hurricanes, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable or too expensive to justify obtaining insurance.

As noted in “Development Projects - New York,” there is litigation associated with the Procedural Steps for our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York.

The Company is not a party to the litigation, but there can be no assurance as to the completion or positive outcome of the Procedural Steps or our ability to secure a new lease on terms that are favorable to us.

In addition, there is no assurance we will be able to obtain a casino license from the State of New York.

As development and construction projects develop, we could also make decisions that result in increases to the expected costs and timelines for completion of our projects.

Additionally, beginning on January 1, 2029, the Macao government has the option to redeem the Concession by providing us at least one-year advance notice.

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

However, the compensation paid may not be adequate to compensate us for the loss of future revenues.

Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation.

However, the compensation paid may not be adequate to compensate us for the loss of future revenues.

We are in discussions for a new shareholder dividend tax agreement; however, there is no certainty this tax arrangement will be granted.

cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not.

unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for two consecutive years.

For example, in October 2023, our Marina Bay Sands property became aware of a data security incident involving third party unauthorized access to certain membership data relating to its loyalty program.

The Personal Data Protection Commissioner of Singapore (“PDPC”) has commenced an investigation into the incident.

We have cooperated with the PDPC in responding to its requests for information about the incident.

Were the PDPC to make a finding of liability against us under Singapore’s data protection law, it could assess a financial penalty against us, require us to undertake further remediation measures, or require us to make future assurances about our remedial measures.

There can be no assurance that this incident will not result in additional governmental investigation, litigation, fines or other liability.

Additionally, our cybersecurity insurance program may be inadequate to cover all of our losses resulting from a breach or other cyber incident.

Cyber risk insurance availability and pricing can fluctuate substantially and we cannot be certain that our current level of insurance will be available in the future on economically reasonable terms.

These risks could be heightened for acquired businesses or operationally segmented early-stage subsidiaries that may have a comparatively less mature cybersecurity program.

For example, the Organization for Economic Co-operation and Development (“OECD”) and its inclusive Framework of over 140 countries have agreed to enact a two-pillar solution to reform international tax rules to address the tax challenges arising from the digitalization of the economy as part of the Base Erosion and Profit Shifting (“BEPS”) project.

Pillar One will reallocate taxing rights to market jurisdictions on residual profits of multinational enterprises (“MNEs”) with global turnover greater than 20 billion Euro (“EUR”) and a profit margin above 10%.

Pillar Two consists of interrelated rules which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis on MNEs with a global turnover of at least EUR 750 million.

We will continue to monitor and evaluate the OECD BEPS project as the OECD releases additional guidance and the individual countries in which we operate implement legislation.

We have announced various ESG goals, commitments and initiatives, including with respect to climate change and other sustainability matters, our economic and social impact and human capital management.

Our failure or perceived failure to achieve our ESG goals or maintain ESG practices that meet evolving stakeholder expectations and expanding legal requirements could harm our reputation, adversely impact our business, financial condition, results of operations, ability to attract and retain employees or customers and expose us to increased scrutiny from the investment community and enforcement authorities.

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

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

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

COVID-19 has materially adversely affected the number of visitors to our facilities and disrupted our operations, and we expect that our business and operations will continue to be adversely impacted.

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.

Such developments include the following:

- the extent of any resurgence or variants of COVID-19 or any other infectious diseases in areas where we operate or where our customers are located;

- the manner in which our customers, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures we implement;

- new information that may emerge concerning the severity of COVID-19, and the actions to contain or treat it, especially in areas where we operate;

- general, local or national economic conditions;

- local or national rules, regulations or policies which may restrict travel and operating hours or impose other operating restrictions;

- limitations or restrictions on domestic or international travel or reluctance to travel to our properties; and

- consumer confidence.

Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our business and financial condition, results of operations and cash flows.

We also may be subject to disciplinary action by the Nevada Commission if we fail to comply with applicable Nevada gaming laws 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.”

SCL and LVSC have each entered into a waiver and amendment request letter with its respective lenders to waive certain of each of its financial covenants through July 31, 2023 for SCL and December 31, 2022 for LVSC.

On January 30, 2023, LVSC entered into Amendment No. 4 (the “Fourth Amendment”) with lenders to the LVSC Revolving Credit Agreement.

Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to, among other things, determine consolidated adjusted EBITDA on a year-to-date annualized basis during the period commencing on the effective date and ending on and including December 31, 2023.

These measures have, and any future policy developments implemented

In December 2022, we requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate.

We are evaluating the timing of an application for a new shareholder dividend tax agreement.

There is no certainty either of these tax arrangements will be granted.

potentially result in a material change to our operations.

Operations.

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

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

For example, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022.

The IRA contains numerous provisions including a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock repurchases beginning January 1, 2023.

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

cybersecurity laws and regulations as they emerge and change.

These

During [removed: 2022,] [added: 2023,] we achieved milestones in advancing several of our strategic objectives.

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

[removed: Our] [added: Adjusted property EBITDA at our] Macao [removed: gaming] operations [removed: remained open during most of] [added: increased $2.55 billion compared to] the year ended December 31, 2022.

The Macao government announced total visitation from mainland China to Macao [removed: decreased] [added: increased] approximately [removed: 27.5%] [added: 273.1%] and [removed: 81.7%,] [added: decreased approximately 31.8%,] during the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the same period in [removed: 2021] [added: 2022] and 2019 (pre-pandemic), respectively.

The Macao government also announced gross gaming revenue [removed: decreased] [added: increased] approximately [removed: 51.4%] [added: 333.8%] and [removed: 85.6%,] [added: decreased approximately 37.4%,] during the year ended December 31, [removed: 2022,] [added: 2023,] as compared to [removed: the same period in 2021] [added: 2022] and 2019, respectively.

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

The STB announced total visitation to Singapore increased from approximately [removed: 330,000 in 2021 to] 6.3 million in [removed: 2022,] [added: 2022 to 13.6 million for the year ended December 31, 2023,] while visitation decreased [removed: 67.0%] [added: 28.8%] when compared to the same period in 2019.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of [removed: $6.31] [added: $5.11] billion and access to $1.50 billion, [removed: $541 million] [added: $2.49 billion] and [removed: $439] [added: $446] million of available borrowing capacity from our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of December 31, [removed: 2022.][added: 2023.]

We believe we are able to support continuing [removed: operations,] [added: operations and] complete the major construction projects that are [removed: underway and respond to the current COVID-19 Pandemic challenges.][added: underway.]

[removed: Macao Concession][added: Macao]

[removed: On the same day, VML entered into a handover record (the "Handover Record"), pursuant to which the right to operate] [added: (7)Under] the [removed: same gaming equipment and gaming areas was granted] [added: Handover Record, we are required] to [removed: VML for the duration of the Concession, in return for] [added: make] 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, [removed: 2022).][added: 2023).]

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons [removed: Macao,] [added: Macao and] Marina Bay Sands [removed: and our Las Vegas Operating 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 [added: rooms and our gaming volume.]

Our Rolling Chip win percentage is expected to be [removed: 3.15% to 3.45%] [added: 3.30%] in Macao and Singapore.

In Macao and Singapore, [removed: 9.8%] [added: 10.6%] and [removed: 15.8%,] [added: 11.9%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2022.][added: 2023.]

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao [removed: and Singapore governments] [added: government] for quarantine measures).

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

Net revenues for the year ended December 31, [removed: 2022] [added: 2023] were [removed: $4.11] [added: $10.37] billion, compared to [removed: $4.23] [added: $4.11] billion for the year ended December 31, [removed: 2021.][added: 2022.]

Operating [removed: loss] [added: income] was [removed: $792 million] [added: $2.31 billion] for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $689] [added: an operating loss of $792] million for the year ended December 31, [removed: 2021.][added: 2022.]

Net [removed: loss] [added: income] from continuing operations was [removed: $1.54] [added: $1.43] billion for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $1.47] [added: a net loss of $1.54] billion for the year ended December 31, [removed: 2021.][added: 2022.]

| [added: For the year ended December 31, 2023] | | | [removed: Year Ended December 31,] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Percent Change | | |

| Food and beverage | | | [removed: 301] [added: 584] | | | | | | [removed: 199] [added: 301] | | | | | | [removed: 51.3] [added: 94.0] | | % |

| Convention, retail and other | | | [removed: 133] [added: 295] | | | | | | [removed: 79] [added: 133] | | | | | | [removed: 68.4] [added: 121.8] | | % |

| Total net revenues | | | $ | [removed: 4,110] [added: 10,372] | | | | | $ | [removed: 4,234] [added: 4,110] | | | | | [removed: (2.9)] [added: 152.4] | | % |

[removed: The decrease was partially offset by] [added: In addition,] an increase of [removed: $1.15] [added: $1.33] billion at Marina Bay [removed: Sands,] [added: Sands was] primarily due to increased visitation from the reopening of borders and elimination of [removed: most] [added: all remaining] pandemic-related restrictions in [removed: April 2022.][added: February 2023 and an increase in airlift passenger movement in 2023.]

Net casino revenues [removed: decreased $265 million] [added: increased $4.90 billion] compared to the year ended December 31, [removed: 2021.][added: 2022.]

The [removed: decrease] [added: increase] was driven by a [removed: $1.04] [added: $3.89] billion [removed: decrease] [added: increase] at our Macao operations due to [removed: lower] [added: increased] visitation across our properties resulting in [removed: decreased] [added: increased] table games and slot [removed: volumes.][added: volumes, partially offset by a decrease in table games win percentages.]

Casino revenues at Marina Bay Sands increased by [removed: $775 million] [added: $1.0 billion] due to increased table games and slot volumes, [removed: driven by the reopening of borders and elimination of most pandemic-related restrictions,] partially offset by a [removed: lower Rolling Chip win] [added: decrease in slot hold] percentage.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Total casino revenues | | | $ | [removed: 438] [added: 2,151] | | | | | $ | [removed: 944] [added: 438] | | | | | [removed: (53.6)] [added: 391.1] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 1,751] [added: 8,711] | | | | | $ | [removed: 3,234] [added: 1,751] | | | | | [removed: (45.9)] [added: 397.5] | | % |

| Non-Rolling Chip win percentage | | | [removed: 25.7] [added: 24.2] | | % | | | | [removed: 27.4] [added: 25.7] | | % | | | | [removed: (1.7)] [added: (1.5)] | | pts |

| Rolling Chip volume | | | $ | [removed: 1,295] [added: 4,546] | | | | | $ | [removed: 4,412] [added: 1,295] | | | | | [removed: (70.6)] [added: 251.0] | | % |

| Rolling Chip win percentage | | | [removed: 3.77] [added: 4.44] | | % | | | | [removed: 3.99] [added: 3.77] | | % | | | | [removed: (0.22)] [added: 0.67] | | pts |

| Slot handle | | | $ | [removed: 1,132] [added: 5,066] | | | | | $ | [removed: 1,841] [added: 1,132] | | | | | [removed: (38.5)] [added: 347.5] | | % |

| Slot hold percentage | | | [removed: 3.9] [added: 4.3] | | % | | | | 3.9 | | % | | | | [removed: —] [added: 0.4] | | pts |

| Total casino revenues | | | $ | [removed: 194] [added: 1,283] | | | | | $ | [removed: 396] [added: 194] | | | | | [removed: (51.0)] [added: 561.3] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 896] [added: 5,842] | | | | | $ | [removed: 1,755] [added: 896] | | | | | [removed: (48.9)] [added: 552.0] | | % |

| Non-Rolling Chip win percentage | | | [removed: 21.7] [added: 21.3] | | % | | | | [removed: 21.6] [added: 21.7] | | % | | | | [removed: 0.1] [added: (0.4)] | | pts |

| Rolling Chip volume | | | $ | [removed: 936] [added: 7,336] | | | | | $ | [removed: 3,674] [added: 936] | | | | | [removed: (74.5)] [added: 683.8] | | % |

We acquired the Nassau Coliseum, which included the right to lease the underlying land, with the intent to obtain a casino license from the State of New York to develop and operate an Integrated Resort.

There is no assurance we will be able to obtain such casino license.

We commenced work on Phase II of The Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

We are nearing completion of renovations in Tower 1 and Tower 2 to provide world-class suites and other luxury amenities at Marina Bay Sands and announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes.

We welcomed the return to normal operating conditions at our Macao operations with the relaxation of various COVID-19 restrictions beginning in late December 2022.

From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

Since then, visitation to our Macao Integrated Resorts and operations has improved.

Singapore

From 2020 through early 2022, our operations in Singapore were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel and had a positive impact on operations at Marina Bay Sands.

During February 2023, all remaining COVID-19 border measures were lifted.

Airlift passenger movement has increased with a total of 59 million passengers having passed through Singapore's Changi Airport from January through December 2023, an increase of 83% and a decrease of 14% compared to 2022 and 2019, respectively.

Summary

We continued to see positive financial results for the year ended December 31, 2023, due to the lift of COVID-19 restrictions in Macao beginning in late December 2022 and the elimination of most pandemic-related restrictions in Singapore in April 2022.

Macao visitation from mainland China increased 273.1% compared to the year ended December 31, 2022 due to relaxed general travel restrictions.

Singapore visitation increased 115.8% as compared to the year ended December 31, 2022 due to the elimination of all remaining pandemic restrictions in February 2023 and an 83% increase in airlift passenger movement compared to the year ended December 31, 2022.

| Casino | | | $ | 7,522 | | | | | $ | 2,627 | | | | | 186.3 | | % |

| Rooms | | | 1,204 | | | | | | 469 | | | | | | 156.7 | | % |

| Mall | | | 767 | | | | | | 580 | | | | | | 32.2 | | % |

Consolidated net revenues were $10.37 billion for the year ended December 31, 2023, an increase of $6.26 billion compared to $4.11 billion for the year ended December 31, 2022, primarily driven by an increase of $4.93 billion at our Macao operations.

The increase at our Macao operations was due to increased visitation as COVID-19 restrictions were lifted in Macao and the surrounding region in late December 2022 and early January 2023.

The lift of COVID-19 restrictions in Macao beginning in late December 2022 and elimination of restrictions in Singapore in February 2023 and an increase in airlift passenger movement in 2023 led to increased visitation and table games and slot volumes.

| | | | 2023 | | | | | | 2022 | | | | | | Change | | |

Macao room revenue increased as a result of increased occupancy rates and ADR, driven by increased visitation as pandemic-related restrictions were lifted beginning in December 2022, and the grand opening of The Londoner Macao in May 2023.

Marina Bay Sands room revenues increased as a result of increased occupancy rates and ADR due to the elimination of all remaining pandemic-related restrictions in February 2023 and increased airlift passenger movement in Singapore in 2023.

Our room revenues were also impacted by the disruption of the renovation associated with the introduction of new and elevated suites and rooms and other amenities throughout 2023.

| | | | 2023 | | | | | | 2022 | | | | | | Change | | |

Of the 2,100 available rooms for the year ended December 31, 2023, approximately 1,250 rooms have been renovated.

The completion of the remaining rooms is projected for early 2025 and will ultimately result in 1,850 available rooms.

| | | | 2023 | | | | | | 2022 | | | | | | Change | | |

The increase was due to increases of $127 million and $35 million at our Macao operations and Marina Bay Sands, respectively.

Increases at our Macao operations were primarily driven by increases of $57 million in ferry operations due to the resumption of ferry services in January 2023, $31 million in entertainment revenue, $16 million in limo revenue, $5 million in retail revenue, $4 million in convention revenue and $14 million in other

operating revenues (e.g., Eiffel Tower, spa, and gondola rides).

Increases at Marina Bay Sands were primarily driven by increases of $18 million in convention revenue, $2 million in entertainment revenue and $15 million in other operating revenues (e.g. SkyPark, art/science museum).

| | | | 2023 | | | | | | 2022 | | | | | | Percent Change | | |

| Casino | | | $ | 4,152 | | | | | $ | 1,792 | | | | | 131.7 | | % |

| Rooms | | | 283 | | | | | | 173 | | | | | | 63.6 | | % |

| Mall | | | 88 | | | | | | 73 | | | | | | 20.5 | | % |

The increase was primarily driven by a $2.36 billion increase in casino expenses.

The increase was primarily attributable to increases of $1.90 billion and $232 million in gaming taxes at our Macao operations and Marina Bay Sands, respectively, consistent with increased casino revenues.

On February 23, 2022, we closed on the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for $6.25 billion (the “Las Vegas Sale”).

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.

COVID-19 Pandemic Update

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.

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

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.

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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 ferry operations between Macao and Hong Kong were suspended throughout 2022 and resumed operation on a limited basis on January 8, 2023.

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.

At our Macao properties, all social distancing requirements, including those requiring reduced seating at table games and a decreased number of active slot machines on the casino floor compared to pre-COVID-19 levels, have ceased in early January 2023.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, at various times throughout the year ended December 31, 2022, we provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

Our operations in Macao have been significantly impacted by the reduced visitation to Macao.

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.

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

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

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

We have taken various mitigating measures to manage through the current environment, including a cost and capital expenditure reduction program to minimize cash outflow for nonessential items.

Until December 31, 2022, gaming in Macao was administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which VML was one.

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,

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.

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

As of December 31, [removed: 2022,] [added: 2023,] the estimated fair value of our long-term debt was approximately [removed: $15.14] [added: $13.53] billion, compared to its contractual value of [removed: $16.06] [added: $14.09] billion.

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by [removed: $370] [added: $304] million.

A hypothetical 100 basis point change in SOFR, HIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately [removed: $41] [added: $29] million.

Foreign currency transaction losses for the year ended December 31, [removed: 2022,] [added: 2023,] were [removed: $10] [added: $8] 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: 2022,] [added: 2023,] a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately [removed: $42] [added: $21] million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $57] [added: $71] million (net of the impact from the foreign currency swap agreements).

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

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

We believe the mass market segment will continue to deliver long-term growth as a result of [removed: the introduction] [added: continuing economic growth, expansion] of [removed: more high-quality gaming facilities] [added: the middle class] and [removed: non-gaming amenities into] [added: increasing number of high net worth individuals across] our [removed: markets, particularly] [added: markets] in Asia.

We also offer [removed: players club] loyalty programs at our properties, which provide access to rewards, privileges and members-only events.

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

In [removed: 2022, for the third consecutive year,] [added: 2023,] we were named to the Dow Jones Sustainability North America Index [added: for the sixth consecutive year] and to the Dow Jones Sustainability World [removed: Index,] [added: Index for the fourth consecutive year,] recognizing our [added: ESG] leadership and [removed: performance across economic, environmental and social areas.][added: performance.]

Our common stock is traded on the New York Stock Exchange (the [removed: "NYSE")] [added: “NYSE”)] under the symbol [removed: "LVS."] [added: “LVS.”] Our principal executive office is located at [removed: 5500 Haven Street, Las Vegas, Nevada 89119 and our telephone number at that address is (702) 923-9000.][added: 5420 S.]

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

We also have ferry operations and various other operations that are ancillary to our Macao properties (collectively, [removed: "Ferry] [added: “Ferry] Operations and [removed: Other") that we present to reconcile to our consolidated statements of operations and financial condition.][added: Other”).]

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

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao and Singapore have contributed [removed: 53%] [added: 54%] and [removed: 47%] [added: 46%] of our total adjusted property EBITDA, respectively, during [removed: the previous five years.][added: 2023.]

Our combined SCL properties [removed: had] [added: continue to have] the highest percentage of gaming win from mass tables and slots of the Macao [removed: operators, with an average market share of approximately 30% during the previous five years.][added: operators.]

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

The [added: Londoner Macao, our largest themed property on the Cotai Strip, with replicas of the Houses of Parliament and the Elizabeth Tower, along with the] Parisian Macao, our themed property with an iconic replica of the Eiffel Tower and other attractions, [removed: 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.

[removed: Adelson] [added: Adelson,] before The Venetian Resort Las Vegas was constructed.

Mr. Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than [removed: twelve] [added: 13] years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.

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

We believe the mass market segment will continue to exhibit long-term growth as a result of [removed: the introduction] [added: continuing economic growth, expansion] of [removed: more high-quality gaming facilities] [added: the middle class] and [removed: non-gaming amenities into] [added: increasing number of high net worth individuals across] our [removed: various markets,] [added: markets in Asia,] accompanied by supportive long-term trends in business and leisure tourism.

Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming concession, [removed: future phases] [added: the next phase] of renovation and redevelopment of The Londoner Macao and the extensive renovation and expansion of Marina Bay Sands.

The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately [removed: 630] [added: 690] table games and [removed: 1,180] [added: 1,260] slot machines and electronic table games [removed: ("ETGs").][added: (“ETGs”).]

The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately [removed: 944,000] [added: 948,000] square feet of unique retail shopping with [removed: 316] [added: 327] stores featuring many international brands and home to [removed: 56] [added: 59] restaurants and food outlets featuring an international assortment of cuisines.

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

The Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately [removed: 480] [added: 510] table games and [removed: 860] [added: 1,210] slot machines and ETGs, approximately 369,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately [removed: 610,000] [added: 612,000] square feet of retail space with [removed: 128] [added: 143] stores and home to [removed: 49] [added: 50] 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: 270,000] [added: 272,000] square feet of gaming space and gaming support area with approximately [added: 280 table games and 780 slot machines and ETGs.]

The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 296,000 square feet of unique retail shopping with [removed: 109] [added: 112] stores featuring many international brands and home to [removed: 23] [added: 26] 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 108,000 square feet of gaming space and gaming support area with approximately [removed: 140] [added: 90] table games and [removed: 100] [added: 20] slot machines and ETGs at its Plaza Casino.

The Shoppes at Four Seasons includes approximately 249,000 square feet of retail space with [removed: 137] [added: 134] stores and home to [removed: 9] [added: 10] restaurant and food outlets, and is connected to the Shoppes at Venetian.

The Grand Suites at Four Seasons [removed: opened in October 2020 and] features 289 luxury suites.

The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately [removed: 160] [added: 110] table games and [removed: 560] [added: 430] slot machines and ETGs.

We are currently undertaking extensive renovation work with approximately [removed: 2,300] [added: 1,850] rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our suite product.

The Integrated Resort offers approximately [removed: 160,000] [added: 162,000] square feet of gaming space with approximately 500 table games and [removed: 2,900] [added: 3,000] 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.

See [removed: "Regulation] [added: “Regulation] and Licensing — [removed: *Development] [added: Development] Agreement with Singapore Tourism [removed: Board*."][added: Board.” Additionally, see “Development Projects — Singapore.”]

In April 2019, [removed: our] [added: the Company's] wholly owned subsidiary, Marina Bay Sands Pte.

Ltd. [removed: ("MBS") entered into an additional development agreement (the “Second Development Agreement”) with] [added: (“MBS”) and] the Singapore Tourism Board (the [removed: "STB")] [added: “STB”) entered into the Second Development Agreement] pursuant to which MBS has agreed to construct a development, which will include a hotel tower with [removed: approximately 1,000] [added: luxury] rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 [removed: seats (the “MBS Expansion Project”).][added: seats.]

The Second Development Agreement provides for a total [added: minimum] project cost of approximately [added: SGD] 4.5 billion [removed: Singapore dollars ("SGD," approximately $3.3] [added: (approximately $3.4] billion at exchange rates in effect on December 31, [removed: 2022).][added: 2023).]

[removed: We] [added: As noted above, we] are in the process of [added: completing the design and] reviewing the budget and timing of the MBS expansion [removed: based on the impact of the COVID-19 Pandemic and other] [added: due to various] factors.

According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the [removed: "DICJ"),] [added: “DICJ”),] annual gross gaming revenues were [removed: 42.20] [added: 183.06] billion patacas in [removed: 2022] [added: 2023] (approximately [removed: $5.25] [added: $22.74] billion at exchange rates in effect on December 31, [removed: 2022),] [added: 2023), an increase of 333.8% and] a decrease of [removed: 51.4% and 85.6%] [added: 37.4%] compared to [removed: 2021] [added: 2022] and 2019, [removed: respectively, due to the impact of the COVID-19 Pandemic.][added: respectively.]

We welcomed approximately [removed: 6] [added: 27] million visitors to Macao in [removed: 2022,] [added: 2023,] compared to the approximately [removed: 8] [added: 6] million visitors in [removed: 2021.][added: 2022.]

[removed: We] intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe our continued improvement in our high-quality gaming product offerings has enabled us to capture a meaningful share of the overall Macao gaming market across all player segments.

[removed: Prior to COVID-19,] Macao [removed: drew] [added: draws in] a significant number of customers who are visitors or residents of Hong Kong.

Based on figures released by the STB, Singapore welcomed approximately [removed: 6.3] [added: 13.6] million international visitors in the twelve months ended December 31, [removed: 2022,] [added: 2023,] a [removed: 1,810.5%] [added: 115.8%] increase and a [removed: 67.0%] [added: 28.8%] decrease compared to the same period in [removed: 2021] [added: 2022] and 2019, respectively.

We are dedicated to sustainability across environment, social and governance (“ESG”) priorities, anchored by our People, Communities and Planet corporate responsibility platform.

We continuously make efforts to improve our environmental performance through our Sands ECO360 global sustainability program (“Sands ECO360”).

Through Sands ECO360, we develop and implement environmental practices to advance energy efficiency and transition to renewables, reduce waste, conserve water and source products and materials responsibly.

Durango Dr.,

Las Vegas, Nevada 89113 and our telephone number at that address is (702) 923-9000.

We also review construction and development activities for our primary projects under development, in addition to our reportable segments noted above.

revenues.

Work on Phase II of the Londoner Macao has commenced, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

See “Regulation and Licensing — *Macao Concession*.”

We

| Total | | | | | | 2,059,111 | | | | | | 100 | | % | | | | | | |

- Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both

Under the Concession (defined below) with the Macao government, Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) is obligated to invest a total of 30.24 billion patacas (approximately $3.76 billion at exchange rates in effect on December 31, 2023) by the year 2032.

These investments are to be allocated to both capital and operational projects, including 27.80 billion patacas (approximately $3.45 billion at exchange rates in effect on December 31, 2023) for a variety of non-gaming projects designed to enhance Macao's appeal to an international audience (the “Investment Plan”).

Macao’s annual market gross gaming revenue amounted to 183.06 billion patacas (approximately $22.74 billion at exchange rates in effect on December 31,

2023).

Consequently, we are required to invest, or cause to be invested, an additional 5.56 billion patacas (approximately $691 million at exchange rates in effect on December 31, 2023) in non-gaming investment projects by December 2032.

Key areas of the investment are subject to the approval of the Macao government and include the following:

- MICE Facility Expansion.

We plan to expand our convention sector capabilities by constructing a state-of-the-art MICE facility.

This new venue, encompassing roughly 18,000 square meters, will adjoin our existing Venetian Macao exhibition center (the “Cotai Expo”).

Our goal is to broaden our capacity for large-scale international events, which will be supported by enhanced organization and marketing strategies aimed at making Macao a preferred locale for global corporations' major gatherings.

- Tropical Garden Redevelopment.

Le Jardin, located on the southern flank of The Londoner Macao, is to undergo a transformation into a distinctive garden-themed attraction spanning approximately 50,000 square meters.

Featuring an iconic conservatory and an array of themed green spaces, this development is intended to become a celebrated Macao landmark that offers a compelling, year-round experience for both tourists and local residents.

- Entertainment.

Our Investment Plan includes a broadening of our entertainment and sporting event portfolio, which will include substantial upgrades to the Cotai Arena.

We have commenced works on Phase II of the Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

These projects have a total estimated cost of $1.2 billion and are expected to be substantially completed in early 2025.

We expect the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors.

We have incurred approximately $1.09 billion as of December 31, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS Expansion Project site.

On March 22, 2023, MBS and the STB entered into a supplemental agreement (the “Supplemental Agreement”), which extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement.

We are nearing completion of the renovation of Towers 1 and 2 of Marina Bay Sands.

This renovation has introduced world class suites and other luxury amenities at a cost estimated at approximately $1.0 billion upon

completion.

We also announced the next phase with the renovation of the Tower 3 hotel rooms into world class suites and other property changes at an estimated cost of approximately $750 million with an expected completion date by 2025.

These renovations at Marina Bay Sands are substantially upgrading the overall guest experience for our premium customers, including new dining and retail experiences, and upgrading the casino floor, among other things.

These projects are in addition to the previously announced plans for the MBS Expansion Project.

New York

On June 2, 2023, we paid $241 million to acquire Nassau Live Center, LLC and related entities (the “Nassau Coliseum”), the owners and operators of an entertainment arena in the State of New York.

We are dedicated to being a good corporate citizen, anchored by the core values of serving people, planet and communities.

Through Sands ECO360, we develop and implement environmental practices to protect natural resources, offer our team members a safe and healthy work environment, and enhance the resort experiences of our guests.

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

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In addition to our reportable segments noted above, management also reviews construction and development activities for our projects under development, which include the renovation and expansion of our MICE, entertainment and retail product in Macao and the MBS Expansion Project (as later defined).

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

While the details of this impact have been disclosed throughout this document, the following discussion of our business focuses on execution of our business strategies in a non-pandemic environment based on the assumption the global impact of the COVID-19 Pandemic will eventually diminish and our operations will recover as travel and tourism improves in our markets.

The broad appeal

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.

270 table games and 800 slot machines and ETGs.

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.

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.

Various past COVID-19 related restrictions and closures have impacted these transportation methods.

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.

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

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.

- 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.

We also began the approximately $1.0 billion renovation of Marina Bay Sands, which introduces world-class suites in Tower 1 and Tower 2, and substantially upgrades the overall guest experience for premium customers.

This project is in addition to our MBS Expansion Project.

casino games of chance in Macao.

The 20% increase is subject to a deduction of 4% per year if the revenue trigger occurs on or after the sixth year of the term of the Concession (2028).

In

If any of our

During the year ended December 31, 2019, prior to the COVID-19 Pandemic, we paid a total of $3.04 billion in special gaming taxes and, therefore, would not have had to pay a special gaming premium under the Concession requirements.

This 5% contribution may be reduced or exempted by the Chief Executive of Macao when the concessionaire has successfully expanded to foreign tourist source markets.

On December 30, 2022, we requested this exemption to be granted for the term of our new Concession.

Management is evaluating the timing of when to apply for a new Shareholder Dividend Tax Agreement.

There is no assurance either of these tax arrangements will be granted.

In April 2019, MBS and the STB entered into the Second Development Agreement pursuant to which MBS has agreed to construct a second large-scale development, the MBS Expansion Project, located adjacent to Marina Bay Sands, comprising of additional MICE facilities, a hotel tower with up to 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.

The Second Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on December 31, 2022).

For a discussion of legal proceedings, see [removed: "Part] [added: “Part] II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — [Commitments and [removed: Contingencies](#ibb63a193fadb402882d32c02576c0b6a_139)] [added: Contingencies](#i73b29956abc6447e8a5fa48f29da42db_142)] — [removed: Litigation."][added: Litigation.”]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

| Las Vegas, | | | Nevada | | | | | | [removed: 89119] [added: 89113] | | |

As of June 30, [removed: 2022,] [added: 2023,] 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: $11,116,269,494] [added: $19,205,929,006] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 764,273,371] [added: 753,621,428] shares of common stock outstanding as of [removed: February 1, 2023.][added: January 31, 2024.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated into Part III (Item 10 through Item 14) of this Annual Report on Form 10-K. | | | | | | | | |

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| 5420 S. Durango Dr. | | | | | | | | | | | |

| [PART I](#i73b29956abc6447e8a5fa48f29da42db_10) | | | | | | | | | | | |

| [ITEM 1C](#i73b29956abc6447e8a5fa48f29da42db_1099511629409) | | | — | | | [CYBERSECURITY](#i73b29956abc6447e8a5fa48f29da42db_1099511629409) | | | [41](#i73b29956abc6447e8a5fa48f29da42db_1099511629409) | | |

| [PART II](#i73b29956abc6447e8a5fa48f29da42db_31) | | | | | | | | | | | |

| [ITEM 9B](#i73b29956abc6447e8a5fa48f29da42db_172) | | | — | | | [OTHER INFORMATION](#i73b29956abc6447e8a5fa48f29da42db_172) | | | [134](#i73b29956abc6447e8a5fa48f29da42db_172) | | |

| [PART III](#i73b29956abc6447e8a5fa48f29da42db_178) | | | | | | | | | | | |

| [ITEM 11](#i73b29956abc6447e8a5fa48f29da42db_184) | | | — | | | [EXECUTIVE COMPENSATION](#i73b29956abc6447e8a5fa48f29da42db_184) | | | [134](#i73b29956abc6447e8a5fa48f29da42db_184) | | |

| [PART IV](#i73b29956abc6447e8a5fa48f29da42db_196) | | | | | | | | | | | |

| [ITEM 16](#i73b29956abc6447e8a5fa48f29da42db_202) | | | — | | | [FORM 10-K SUMMARY](#i73b29956abc6447e8a5fa48f29da42db_202) | | | [143](#i73b29956abc6447e8a5fa48f29da42db_202) | | |

| [SIGNATURES](#i73b29956abc6447e8a5fa48f29da42db_205) | | | | | | | | | [144](#i73b29956abc6447e8a5fa48f29da42db_205) | | |

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

[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) | | |

| [PART III](#ibb63a193fadb402882d32c02576c0b6a_172) | | | | | | | | | | | |

| [ITEM 11](#ibb63a193fadb402882d32c02576c0b6a_178) | | | — | | | [EXECUTIVE COMPENSATION](#ibb63a193fadb402882d32c02576c0b6a_178) | | | [133](#ibb63a193fadb402882d32c02576c0b6a_178) | | |

| [PART IV](#ibb63a193fadb402882d32c02576c0b6a_190) | | | | | | | | | | | |

| [ITEM 16](#ibb63a193fadb402882d32c02576c0b6a_196) | | | — | | | [FORM 10-K SUMMARY](#ibb63a193fadb402882d32c02576c0b6a_196) | | | [141](#ibb63a193fadb402882d32c02576c0b6a_196) | | |

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

We, together with our third-party vendors, employ information technology including networks, systems, and applications to support our business processes and decision-making across the Company.

Our information technology is connected to support the flow of information across our business processes.

As such, our information technology infrastructure is susceptible to cybersecurity threats.

We maintain detailed technology and cybersecurity programs to manage information security risk within the Company.

We rely on both proprietary and commercially available systems, software, and tools to protect and monitor the processing, transmission, and storage of company data and both customer and team member information.

The objectives of our programs are to:

- protect the confidentiality, integrity, and availability of data,

- protect against anticipated threats,

- protect against unauthorized access to our information technology systems,

- safeguard assets, and

- maintain resiliency and recovery plans regarding Company informational technology.

To meet these objectives and oversee the programs, we employ a Chief Information Security Officer (“CISO”).

The CISO has over 27 years of cybersecurity experience, 25 years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational analysis, a bachelor’s degree in operations research and holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security Professional (“CISSP”).

The CISO works closely with the head of information technology and the data privacy officer to collectively manage our global cybersecurity, information technology and data privacy programs.

Our cybersecurity programs are informed by or aligned to the ISO/IEC 27001 security framework, an internationally recognized standard.

As part of our programs, we assess our third-party vendors for relevant risks which may impact the Company.

We also engage third-party providers to perform periodic risk-based assessments of our cybersecurity programs, and also leverage our internal audit department, supported by third-party technical experts, to conduct periodic risk-based audits of our cybersecurity programs.

Our Enterprise Risk Management (“ERM”) process, which is governed by an ERM Committee, includes a review of our cybersecurity programs.

The ERM Committee, which is led by our executive vice president and chief financial officer, meets regularly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.

We also have a Cyber & Privacy Steering (“CPS”) Committee, which meets regularly and is comprised of senior management, serving as a multi-disciplinary group for coordinating and overseeing the management of the cybersecurity and privacy programs.

The Audit Committee of the Board of Directors has oversight responsibility for ERM, including the cybersecurity programs.

The CISO provides regular updates on cyber security to the Audit Committee, including on the cybersecurity aspects noted by the ERM Committee and CPS Committee, and regularly meets with the Audit Committee in executive session.

The presentations highlight the state of our cybersecurity and data security programs, as well as our progress on key initiatives in this area.

To date, the Company has not experienced a cybersecurity threat or incident that has materially affected or is reasonably likely to materially affect the Company.

The Company, however, has experienced and expects to continue to experience cyber incidents of varying degrees.

See “Item 1A.

— Risk Factors — 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.” for more detailed information on cybersecurity risks and the potential impacts.

[added: Effective January 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to us] 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, [removed: 2022).][added: 2023).]

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)

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

The Company's common stock trades on the NYSE under the symbol [removed: "LVS."] [added: “LVS.”] As of [removed: February 1, 2023,] [added: January 31, 2024,] there were [removed: 764,273,371] [added: 753,621,428] shares of our common stock outstanding that were held by [removed: 300] [added: 290] stockholders of record.

In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 [removed: Pandemic.][added: pandemic and in August 2023, the dividend program was reinstated.]

[added: (2)] In [removed: June 2018,] [added: November 2016,] our Board of Directors authorized the repurchase of [removed: $2.50] [added: $1.56] billion of our outstanding common stock, which was to expire in November [removed: 2020.][added: 2018.]

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: 2022.][added: 2023.]

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | |

In January 2024, our Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $151 million) to be paid on February 14, 2024, to stockholders of record on February 6, 2024.

We expect this level of dividend to continue quarterly through the remainder of 2024.

Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2023:

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Weighted Average Price Paid Per Share(1) | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)(2) | | |

| October 1, 2023 — October 31, 2023 | | | | | | 3,154,380 | | | | | | $ | 47.44 | | | | | 3,154,380 | | | | | | $ | 1,850 | |

| November 1, 2023 — November 30, 2023 | | | | | | 7,967,117 | | | | | | $ | 44.60 | | | | | 7,967,117 | | | | | | $ | 1,495 | |

| December 1, 2023 — December 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,495 | |

____________________

(1) Calculated excluding commissions.

In June 2018, our Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion of our outstanding common stock, and extending the expiration date to November 2020.

On October 16, 2023, our Board of Directors authorized increasing the remaining share repurchase amount of $916 million to $2.0 billion and extending the expiration date from November 2024 to November 3, 2025.

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 139.44 | | | | | $ | 122.70 | | | | | $ | 77.49 | | | | | $ | 98.96 | | | | | $ | 102.07 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 147.56 | | | | | $ | 132.30 | | | | | $ | 115.34 | | | | | $ | 86.00 | | | | | $ | 112.08 | |

During the year ended December 31, 2022, no shares of our common stock were repurchased under this program.

[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 | |

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#ibb63a193fadb402882d32c02576c0b6a_73)] [added: Firm](#i73b29956abc6447e8a5fa48f29da42db_73)] (PCAOB ID 34) | | | | | | [removed: [71](#ibb63a193fadb402882d32c02576c0b6a_73)] [added: [71](#i73b29956abc6447e8a5fa48f29da42db_73)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 2022 and 2021](#ibb63a193fadb402882d32c02576c0b6a_76)] [added: 202](#i73b29956abc6447e8a5fa48f29da42db_76)[3](#i73b29956abc6447e8a5fa48f29da42db_76) [and 202](#i73b29956abc6447e8a5fa48f29da42db_76)[2](#i73b29956abc6447e8a5fa48f29da42db_76)] | | | | | | [removed: [75](#ibb63a193fadb402882d32c02576c0b6a_76)] [added: [74](#i73b29956abc6447e8a5fa48f29da42db_76)] | | |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2022](#ibb63a193fadb402882d32c02576c0b6a_79)] [added: 202](#i73b29956abc6447e8a5fa48f29da42db_79)[3](#i73b29956abc6447e8a5fa48f29da42db_79)] | | | | | | [removed: [76](#ibb63a193fadb402882d32c02576c0b6a_79)] [added: [75](#i73b29956abc6447e8a5fa48f29da42db_79)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 2022](#ibb63a193fadb402882d32c02576c0b6a_82)] [added: 202](#i73b29956abc6447e8a5fa48f29da42db_82)[3](#i73b29956abc6447e8a5fa48f29da42db_82)] | | | | | | [removed: [77](#ibb63a193fadb402882d32c02576c0b6a_82)] [added: [76](#i73b29956abc6447e8a5fa48f29da42db_82)] | | |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2022](#ibb63a193fadb402882d32c02576c0b6a_85)] [added: 202](#i73b29956abc6447e8a5fa48f29da42db_85)[3](#i73b29956abc6447e8a5fa48f29da42db_85)] | | | | | | [removed: [78](#ibb63a193fadb402882d32c02576c0b6a_85)] [added: [77](#i73b29956abc6447e8a5fa48f29da42db_85)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2022](#ibb63a193fadb402882d32c02576c0b6a_88)] [added: 202](#i73b29956abc6447e8a5fa48f29da42db_88)[3](#i73b29956abc6447e8a5fa48f29da42db_88)] | | | | | | [removed: [79](#ibb63a193fadb402882d32c02576c0b6a_88)] [added: [78](#i73b29956abc6447e8a5fa48f29da42db_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibb63a193fadb402882d32c02576c0b6a_91)] [added: Statements](#i73b29956abc6447e8a5fa48f29da42db_91)] | | | | | | [removed: [81](#ibb63a193fadb402882d32c02576c0b6a_91)] [added: [80](#i73b29956abc6447e8a5fa48f29da42db_91)] | | |

| [Note [removed: 1](#ibb63a193fadb402882d32c02576c0b6a_94)] [added: 1](#i73b29956abc6447e8a5fa48f29da42db_94)] | | | [Organization and Business of [removed: Company](#ibb63a193fadb402882d32c02576c0b6a_94)] [added: Company](#i73b29956abc6447e8a5fa48f29da42db_94)] | | | [removed: [81](#ibb63a193fadb402882d32c02576c0b6a_94)] [added: [80](#i73b29956abc6447e8a5fa48f29da42db_94)] | | |

| [Note [removed: 2](#ibb63a193fadb402882d32c02576c0b6a_97)] [added: 2](#i73b29956abc6447e8a5fa48f29da42db_97)] | | | [Summary of Significant Accounting [removed: Policies](#ibb63a193fadb402882d32c02576c0b6a_97)] [added: Policies](#i73b29956abc6447e8a5fa48f29da42db_97)] | | | [removed: [86](#ibb63a193fadb402882d32c02576c0b6a_97)] [added: [83](#i73b29956abc6447e8a5fa48f29da42db_97)] | | |

| [Note [removed: 3](#ibb63a193fadb402882d32c02576c0b6a_100)] [added: 3](#i73b29956abc6447e8a5fa48f29da42db_100)] | | | [Discontinued [removed: Operations](#ibb63a193fadb402882d32c02576c0b6a_100)] [added: Operations](#i73b29956abc6447e8a5fa48f29da42db_100)] | | | [removed: [92](#ibb63a193fadb402882d32c02576c0b6a_100)] [added: [90](#i73b29956abc6447e8a5fa48f29da42db_100)] | | |

| [Note [removed: 4](#ibb63a193fadb402882d32c02576c0b6a_1697)] [added: 4](#i73b29956abc6447e8a5fa48f29da42db_103)] | | | [Loan [removed: Receivable](#ibb63a193fadb402882d32c02576c0b6a_1697)] [added: Receivable](#i73b29956abc6447e8a5fa48f29da42db_103)] | | | [removed: [95](#ibb63a193fadb402882d32c02576c0b6a_1697)] [added: [92](#i73b29956abc6447e8a5fa48f29da42db_103)] | | |

| [Note [removed: 5](#ibb63a193fadb402882d32c02576c0b6a_1631)] [added: 5](#i73b29956abc6447e8a5fa48f29da42db_106)] | | | [Restricted Cash and Cash [removed: Equivalents](#ibb63a193fadb402882d32c02576c0b6a_1631)] [added: Equivalents](#i73b29956abc6447e8a5fa48f29da42db_106)] | | | [removed: [95](#ibb63a193fadb402882d32c02576c0b6a_1631)] [added: [92](#i73b29956abc6447e8a5fa48f29da42db_106)] | | |

| [Note [removed: 6](#ibb63a193fadb402882d32c02576c0b6a_103)] [added: 6](#i73b29956abc6447e8a5fa48f29da42db_109)] | | | [Accounts Receivable, [removed: Net](#ibb63a193fadb402882d32c02576c0b6a_103)] [added: Net](#i73b29956abc6447e8a5fa48f29da42db_109)] | | | [removed: [96](#ibb63a193fadb402882d32c02576c0b6a_103)] [added: [93](#i73b29956abc6447e8a5fa48f29da42db_109)] | | |

| [Note [removed: 7](#ibb63a193fadb402882d32c02576c0b6a_106)] [added: 7](#i73b29956abc6447e8a5fa48f29da42db_112)] | | | [removed: [Property](#ibb63a193fadb402882d32c02576c0b6a_106) [](#ibb63a193fadb402882d32c02576c0b6a_106)[and] [added: [Property and] Equipment, [removed: Net](#ibb63a193fadb402882d32c02576c0b6a_106)] [added: Net](#i73b29956abc6447e8a5fa48f29da42db_112)] | | | [removed: [96](#ibb63a193fadb402882d32c02576c0b6a_106)] [added: [93](#i73b29956abc6447e8a5fa48f29da42db_112)] | | |

| [Note [removed: 8](#ibb63a193fadb402882d32c02576c0b6a_109)] [added: 8](#i73b29956abc6447e8a5fa48f29da42db_115)] | | | [Leasehold Interests in Land, [removed: Net](#ibb63a193fadb402882d32c02576c0b6a_109)] [added: Net](#i73b29956abc6447e8a5fa48f29da42db_115)] | | | [removed: [97](#ibb63a193fadb402882d32c02576c0b6a_109)] [added: [94](#i73b29956abc6447e8a5fa48f29da42db_115)] | | |

[removed: | [Note 9](#ibb63a193fadb402882d32c02576c0b6a_112) | | | [Intangible] [added: Note 9 — Goodwill and Intangible] Assets, [removed: Net](#ibb63a193fadb402882d32c02576c0b6a_112) | | | [98](#ibb63a193fadb402882d32c02576c0b6a_112) | | |][added: Net]

| [Note [removed: 10](#ibb63a193fadb402882d32c02576c0b6a_115)] [added: 10](#i73b29956abc6447e8a5fa48f29da42db_121)] | | | [Other Accrued [removed: Liabilities](#ibb63a193fadb402882d32c02576c0b6a_115)] [added: Liabilities](#i73b29956abc6447e8a5fa48f29da42db_121)] | | | [removed: [98](#ibb63a193fadb402882d32c02576c0b6a_115)] [added: [96](#i73b29956abc6447e8a5fa48f29da42db_121)] | | |

| [Note [removed: 11](#ibb63a193fadb402882d32c02576c0b6a_118)] [added: 11](#i73b29956abc6447e8a5fa48f29da42db_124)] | | | [Derivative [removed: Instruments](#ibb63a193fadb402882d32c02576c0b6a_118)] [added: Instruments](#i73b29956abc6447e8a5fa48f29da42db_124)] | | | [removed: [99](#ibb63a193fadb402882d32c02576c0b6a_118)] [added: [97](#i73b29956abc6447e8a5fa48f29da42db_124)] | | |

| [Note [removed: 12](#ibb63a193fadb402882d32c02576c0b6a_121)] [added: 12](#i73b29956abc6447e8a5fa48f29da42db_127)] | | | [Long-Term [removed: Debt](#ibb63a193fadb402882d32c02576c0b6a_121)] [added: Debt](#i73b29956abc6447e8a5fa48f29da42db_127)] | | | [removed: [100](#ibb63a193fadb402882d32c02576c0b6a_121)] [added: [98](#i73b29956abc6447e8a5fa48f29da42db_127)] | | |

| [Note [removed: 15](#ibb63a193fadb402882d32c02576c0b6a_130)] [added: 15](#i73b29956abc6447e8a5fa48f29da42db_136)] | | | [Fair [removed: Value](#ibb63a193fadb402882d32c02576c0b6a_130) [Disclosures](#ibb63a193fadb402882d32c02576c0b6a_130)] [added: Value Disclosures](#i73b29956abc6447e8a5fa48f29da42db_136)] | | | [removed: [113](#ibb63a193fadb402882d32c02576c0b6a_130)] [added: [112](#i73b29956abc6447e8a5fa48f29da42db_136)] | | |

| [Note [removed: 16](#ibb63a193fadb402882d32c02576c0b6a_136)] [added: 16](#i73b29956abc6447e8a5fa48f29da42db_139)] | | | [removed: [Leases](#ibb63a193fadb402882d32c02576c0b6a_136)] [added: [Leases](#i73b29956abc6447e8a5fa48f29da42db_139)] | | | [removed: [113](#ibb63a193fadb402882d32c02576c0b6a_136)] [added: [113](#i73b29956abc6447e8a5fa48f29da42db_139)] | | |

| [Note [removed: 17](#ibb63a193fadb402882d32c02576c0b6a_139)] [added: 17](#i73b29956abc6447e8a5fa48f29da42db_142)] | | | [Commitments and [removed: Contingencies](#ibb63a193fadb402882d32c02576c0b6a_139)] [added: Contingencies](#i73b29956abc6447e8a5fa48f29da42db_142)] | | | [removed: [116](#ibb63a193fadb402882d32c02576c0b6a_139)] [added: [117](#i73b29956abc6447e8a5fa48f29da42db_142)] | | |

[removed: | [Note 18](#ibb63a193fadb402882d32c02576c0b6a_142) | | | [Stock-Based Employee Compensation](#ibb63a193fadb402882d32c02576c0b6a_142) | | | [120](#ibb63a193fadb402882d32c02576c0b6a_142) | | |][added: Note 18 — Stock-Based Compensation]

| [Note [removed: 19](#ibb63a193fadb402882d32c02576c0b6a_148)] [added: 19](#i73b29956abc6447e8a5fa48f29da42db_151)] | | | [Related Party [removed: Transactions](#ibb63a193fadb402882d32c02576c0b6a_148)] [added: Transactions](#i73b29956abc6447e8a5fa48f29da42db_151)] | | | [removed: [124](#ibb63a193fadb402882d32c02576c0b6a_148)] [added: [125](#i73b29956abc6447e8a5fa48f29da42db_151)] | | |

| [Note [removed: 21](#ibb63a193fadb402882d32c02576c0b6a_154)] [added: 21](#i73b29956abc6447e8a5fa48f29da42db_157)] | | | [Selected Quarterly Financial Results [removed: (Unaudited)](#ibb63a193fadb402882d32c02576c0b6a_154)] [added: (Unaudited)](#i73b29956abc6447e8a5fa48f29da42db_157)] | | | [removed: [130](#ibb63a193fadb402882d32c02576c0b6a_154)] [added: [131](#i73b29956abc6447e8a5fa48f29da42db_157)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#ibb63a193fadb402882d32c02576c0b6a_157)] [added: Accounts](#i73b29956abc6447e8a5fa48f29da42db_163)] | | | | | | [removed: [131](#ibb63a193fadb402882d32c02576c0b6a_157)] [added: [132](#i73b29956abc6447e8a5fa48f29da42db_163)] | | |

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the [removed: financial statement] schedule listed in the Index at Item 15(a)(2) (collectively referred to as the [removed: "financial statements").][added: “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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 3, 2023,] [added: 7, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

[removed: Valuation of] [added: Accounts Receivable, net - Provision for Expected Credit Losses on] Casino Receivables [removed: —] [added: -] Refer to Notes 2 and 6 to the financial statements

The Company [removed: applies] [added: records the provision for credit losses on casino receivables by applying] standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due.

The reserve percentages are based on estimated loss rates supported by historical observed default rates over the [removed: expected life of the receivable and are adjusted for forward-looking information.]

The Company also specifically analyzes the collectability of each [added: casino patron] account with a balance over a specified dollar amount, [added: based upon the age of the casino patron's account, the casino patron's financial condition, collection history, and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.]

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

- For a selection of casino receivables, we (1) obtained evidence related to payment history and correspondence with [removed: patron or gaming promoter,] [added: the casino patron,] (2) evaluated management’s use of [removed: this] [added: qualitative and quantitative] information in establishing a provision for [added: expected] credit [removed: losses,] [added: losses on casino receivables,] and (3) examined subsequent settlement, if any.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013) issued by COSO*.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements [removed: and financial statement schedule] as of and for the year ended December 31, [removed: 2022] [added: 2023,] of the Company and our report dated February [removed: 3, 2023,] [added: 7, 2024,] expressed an unqualified opinion on those financial [removed: statements and financial schedule.][added: statements.]

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

| [Note 13](#i73b29956abc6447e8a5fa48f29da42db_130) | | | [Equity](#i73b29956abc6447e8a5fa48f29da42db_130) | | | [107](#i73b29956abc6447e8a5fa48f29da42db_130) | | |

| [Note 14](#i73b29956abc6447e8a5fa48f29da42db_133) | | | [Income Taxes](#i73b29956abc6447e8a5fa48f29da42db_133) | | | [109](#i73b29956abc6447e8a5fa48f29da42db_133) | | |

| [Note 20](#i73b29956abc6447e8a5fa48f29da42db_154) | | | [Segment Information](#i73b29956abc6447e8a5fa48f29da42db_154) | | | [126](#i73b29956abc6447e8a5fa48f29da42db_154) | | |

The Company maintains a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluates the balance.

A substantial portion of the provision for credit losses relates to gross casino receivables.

expected life of the casino receivable and are adjusted for forward-looking information.

Auditing the provision of expected credit losses on casino receivables involved a high degree of auditor's subjectivity and an increased extent of effort related to the collectability of the casino patron accounts receivable, especially as it relates to management’s judgments in evaluating the qualitative factors impacting the individual reserve adjustment.

Our audit procedures performed in testing management's judgments and estimates used to determine the provision for credit losses on casino receivables included the following, among others:

| February 7, 2024 | | |

| Diluted | | | 765 | | | | | | 764 | | | | | | 764 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,221 | | | | | | 210 | | | | | | 1,431 | | |

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

| Repurchase of common stock | | | — | | | | | | (510) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (510) | | |

| Forward contract for purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (250) | | | | | | — | | | | | | — | | | | | | — | | | | | | (250) | | |

| Balance at December 31, 2023 | | | $ | 1 | | | | | $ | (4,991) | | | | | $ | 6,481 | | | | | $ | 27 | | | | | $ | 2,600 | | | | | $ | (14) | | | | | $ | 4,104 | |

| Tax withholding on vesting of equity awards | | | (2) | | | | | | (1) | | | | | | — | | |

| Repurchase of common stock | | | (505) | | | | | | — | | | | | | — | | |

| Dividends paid | | | (305) | | | | | | — | | | | | | — | | |

| Unsettled forward contract for purchase of noncontrolling interest | | | (250) | | | | | | — | | | | | | — | | |

From 2020 through the beginning of 2023, the Company’s operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

Since then, visitation to the Company's Macao Integrated Resorts and operations has improved.

From 2020 through early 2022, the Company’s operations in Singapore were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

However, the Vaccinated Travel Framework (“VTF”), launched in April 2022, facilitated the resumption of travel and had a positive impact on operations at Marina Bay Sands.

During February 2023, all remaining COVID-19 border measures were lifted.

As part of the Concession entered into by Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) and the Macao government, VML has a financial commitment to spend 30.24 billion patacas (approximately

Pursuant to the concession agreement, as Macao's annual gross gaming revenue exceeded 180 billion patacas (approximately $22.36 billion at exchange rates in effect on December 31, 2023) for the year ended December 31, 2023, the Company is required to invest, or cause to be invested, an additional 5.56 billion patacas (approximately $691 million at exchange rates in effect on December 31, 2023) in non-gaming investment projects by December 2032.

*◦*MICE Facility Expansion.

The Company plans to expand its convention sector capabilities by constructing a state-of-the-art MICE facility.

This new venue, encompassing roughly 18,000 square meters, will adjoin the Company's existing Venetian Macao exhibition center (the “Cotai Expo”).

The Company's goal is to broaden its capacity for large-scale international events, which will be supported by enhanced organization and marketing strategies aimed at making Macao a preferred locale for global corporations' major gatherings.

◦Tropical Garden Redevelopment.

Le Jardin, located on the southern flank of The Londoner Macao, is to undergo a transformation into a distinctive garden-themed attraction spanning approximately 50,000 square meters.

Featuring an iconic conservatory and an array of themed green spaces, this development is intended to become a celebrated Macao landmark that offers a compelling, year-round experience for both tourists and local residents.

◦Entertainment.

The Company's investment plan includes a broadening of the Company's entertainment and sporting event portfolio, which will include substantial upgrades to the Cotai Arena.

The Company has commenced work on Phase II of the Londoner Macao, which includes the renovation of the rooms in the Sheraton and Conrad hotel towers, an upgrade of the gaming areas and the addition of new attractions, dining, retail and entertainment offerings.

These projects have a total estimated cost of $1.2 billion and are expected to be substantially completed in early 2025.

The Company expects the total project cost will materially exceed the amounts referenced above from April 2019 based on current market conditions due to inflation, higher material and labor costs and other factors.

The Company has incurred approximately $1.09 billion as of December 31, 2023, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site.

On March 22, 2023, MBS and the STB entered into a supplemental agreement (the “Supplemental Agreement”), which further extended the construction commencement date to April 8, 2024 and the construction completion date to April 8, 2028, and allowed for changes to the construction and operation plans under the Second Development Agreement.

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

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

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

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

Accounts receivable as of December 31, 2022 include credit extended to casino patrons and gaming promoters.

The Company records a provision for credit losses based on the amount of expected credit losses.

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

We planned and performed the following procedures in connection with forming our overall opinion on the financial statements:

| February 3, 2023 | | |

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

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

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

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

| Balance at January 1, 2020 | | | $ | 1 | | | | | $ | (4,481) | | | | | $ | 6,569 | | | | | $ | (3) | | | | | $ | 3,101 | | | | | $ | 1,320 | | | | | $ | 6,507 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,685) | | | | | | (458) | | | | | | (2,143) | | |

| Dividends paid and noncontrolling interest payments | | | — | | | | | | — | | | | | | (911) | | |

| Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents | | | 22 | | | | | | (16) | | | | | | (24) | | |

COVID-19 Pandemic Update

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.

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

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.

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.

The Company’s ferry operations between Macao and Hong Kong were suspended throughout 2022 and resumed operation on a limited basis on January 8, 2023.

The Company’s 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 the Company's casinos, restaurants and shopping malls will operate at full capacity will progressively be assessed against business volumes.

As with prior periods, in support of the Macao government’s initiatives to fight the COVID-19 Pandemic, at various times throughout the year ended December 31, 2022, the Company provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals for quarantine and medical observation purposes.

The Company’s operations in Macao have been significantly impacted by the reduced visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased approximately 27.5%

At the Macao properties, all social distancing requirements, including those requiring reduced seating at table games and a decreased number of active slot machines on the casino floor compared to pre-COVID-19 levels, have ceased in early January 2023.

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.

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

The disruptions arising from the COVID-19 Pandemic continued to have a significant adverse impact on the Company’s financial condition and operations during the year ended December 31, 2022.

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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Based on this assessment, management concluded, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

During the quarter ended December 31, 2023, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

None.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about March [removed: 30, 2023] [added: 28, 2024] (the [removed: "Proxy Statement"),] [added: “Proxy Statement”),] including under the captions [removed: "Board] [added: “Board] of [removed: Directors," "Executive Officers," "Delinquent] [added: Directors,” “Executive Officers,” “Delinquent] Section 16(a) [removed: Reports"] [added: Reports”] and [removed: "Information] [added: “Information] Regarding the Board of Directors and Board and Other [removed: Committees."][added: Committees.”]

Copies of the Code are available without charge by sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., [removed: 5500 Haven Street, Las Vegas, Nevada 89119.][added: 5420 S.]

Durango Dr., Las Vegas, Nevada 89113.

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: "Executive] [added: “Executive] Compensation and Other [removed: Information," "Director Compensation," "Information] [added: Information,” “Director Compensation,” “Information] Regarding the Board [removed: of Directors] and [removed: Board and Other Committees"] [added: Its Committees”] and [removed: "Compensation] [added: “Compensation] Committee [removed: Report"] [added: Report”] (which report is deemed to be furnished and is not deemed to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: "Board] [added: “Board] of [removed: Directors," "Information] [added: Directors,” “Information] Regarding the Board [removed: of Directors] and [removed: Board and Other Committees"] [added: Its Committees”] and [removed: "Certain Transactions."][added: “Certain Transactions.”]

| 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.](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] [added: 2.2 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) | | |

| [removed: 3.2] [added: 10.31+] | | | | | | [removed: [Second Amended and Restated By-Laws of Las] [added: [Las] Vegas Sands [removed: Corp., as further amended effective October 20, 2020] [added: Corp. 2004 Equity Award Plan (Amended and Restated)] (incorporated by reference from Exhibit [removed: 3.1] [added: 10.1] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: September] [added: June] 30, [removed: 2020] [added: 2014] and filed on [removed: October 23, 2020).](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000140/lvs-ex31x09302020.htm)] [added: August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex101x6302014.htm)] | | |

| [removed: 3.3] [added: 10.32+] | | | | | | [removed: [Amendments to the] [added: [Las Vegas Sands Corp.] Amended and Restated [removed: 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] [added: 2004 Equity Award Plan (incorporated] by reference from [removed: 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] [added: Exhibit 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K (File No. 001-32373) filed [removed: 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)] [added: on May 20, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm)] | | |

| [removed: 4.3] [added: 4.4] | | | | | | [Forms of [removed: 4.600% Senior Notes due 2023, 5.125%] [added: 3.800%] Senior Notes due [removed: 2025] [added: 2026] and [removed: 5.400%] [added: 4.375%] Senior Notes due [removed: 2028] [added: 2030] (incorporated by reference from Exhibit [removed: 4.2 (included in Exhibit 4.1) to] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000102/lvs_ex41x06042020.htm) [to] the Company’s [removed: Current Report] [added: current report] on Form 8-K (File No. 001-32373) filed on [removed: August 10, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000105/lvs_ex4108092018.htm)] [added: June 5, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000102/lvs_ex41x06042020.htm)] | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Indenture, dated as of June 4, 2020, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on June 5, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000102/lvs_ex41x06042020.htm) | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Forms of [removed: 3.800%] [added: 2.300%] Senior Notes due [removed: 2026] [added: 2027, 2.850% Senior Note due 2029] and [removed: 4.375%] [added: 3.250%] Senior Notes due [removed: 2030] [added: 2031] (incorporated by reference from Exhibit [removed: 4.2 (included in Exhibit 4.1) to] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm) [to] the Company’s current report on Form 8-K (File No. 001-32373) filed on [removed: June 5, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000102/lvs_ex41x06042020.htm)] [added: September 23, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Indenture, dated as of September 23, 2021, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on September 23, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm) | | |

| [removed: 4.7] [added: 4.13] | | | | | | [removed: [Forms] [added: [Form] of [removed: 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior] [added: Las Vegas Sands Corp.’s 3.900%] Notes due [removed: 2031 (incorporated] [added: 2029](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm) [(incorporated] by reference from Exhibit [removed: 4.2 (included in Exhibit 4.1)] [added: 4.7] to the Company’s [removed: current report] [added: Current Report] on Form 8-K (File No. 001-32373) filed on [removed: September 23, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000144/lvs_ex41x09232021.htm)] [added: July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm)] | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex41.htm) | | |

| [removed: 4.9] [added: 4.8] | | | | | | [First Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.200% Notes due 2024 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Form of Las Vegas Sands Corp.’s 3.200% Notes due [removed: 2024 (included in Exhibit 4.5 hereto) (incorporated] [added: 2024](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) [(incorporated] by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Second Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.500% Notes due 2026 (incorporated by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Form of Las Vegas Sands Corp.’s 3.500% Notes due [removed: 2026 (included in Exhibit 4.7 hereto) (incorporated] [added: 2026](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) [(incorporated] by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Third Supplemental Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.900% Notes due 2029 (incorporated by reference from Exhibit 4.6 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm) | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Form of Las Vegas Sands Corp.’s [removed: 3.900%] [added: 2.900%] Notes due [removed: 2029 (included in Exhibit 4.9 hereto) (incorporated] [added: 2025](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm) [(incorporated] by reference from Exhibit [removed: 4.7] [added: 4.3] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K (File No. 001-32373) filed on [removed: July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm)] [added: November 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm)] | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Fourth Supplemental Indenture, dated as of November 25, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 2.900% Notes due 2025 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm) | | |

| [removed: 4.16] [added: 10.43] | | | | | | [removed: [Form] [added: [Investor Rights Agreement, dated as] of [added: September 30, 2008, by and between] Las Vegas Sands [removed: Corp.’s 2.900% Notes due 2025 (included in Exhibit 4.11 hereto).] [added: Corp. and the Investor named therein] (incorporated by reference from Exhibit [removed: 4.3] [added: 10.3] to the Company's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 001-32373) [added: for the quarter ended September 30, 2008 and] filed on November [removed: 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm)] [added: 10, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w3.htm)] | | |

| [removed: 4.17] [added: 4.16] | | | | | | [Description of Capital Stock (incorporated by reference from Exhibit 4.13 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2019 and filed on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm) | | |

| 10.1 | | | | | | [Facility Agreement dated November 20, 2018, among Sands China [removed: 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)[,] [added: Ltd.,] 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](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)[,] [added: China Ltd.,] 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](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)[,] [added: China Ltd.,] 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](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)[,] [added: China Ltd.,] 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 July 7, 2021).](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.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 [removed: 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)[,] [added: China Ltd,] 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) | | |

| [removed: 10.6] [added: 10.7] | | | | | | [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: 10.7†] [added: 10.8†] | | | | | | [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: 10.8†] [added: 10.9†] | | | | | | [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: 10.9] [added: 10.10] | | | | | | [Amendment No. 3 to Revolving Credit Agreement, dated [removed: 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] [added: as of 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: 10.10] [added: 10.11†] | | | | | | [Amendment No. 4 to Revolving Credit Agreement, dated as of January 30, 2023, by and [removed: between] [added: among] Las Vegas Sands [removed: Corp.] [added: 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 January [removed: 31 ,] [added: 31,] 2023).](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000009/lvs_ex101x01302023.htm) | | |

| [removed: 10.11] [added: 10.13] | | | | | | [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: 10.12] [added: 10.14] | | | | | | [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 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: 10.13] [added: 10.15] | | | | | | [Second Amendment and Restatement Agreement dated as of March 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: 10.14] [added: 10.16] | | | | | | [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: 10.15] [added: 10.17] | | | | | | [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, [removed: 2022).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001300514/000130051422000014/lvs-20220209.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm)] | | |

| [removed: 10.16†] [added: 10.18†] | | | | | | [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: 10.17†] [added: 10.19†] | | | | | | [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: 10.18] [added: 10.20] | | | | | | [Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm) | | |

| [removed: 10.19] [added: 10.21] | | | | | | [Amendment, published on April 23, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm) | | |

| [removed: 10.20] [added: 10.22] | | | | | | [Land Concession Agreement, dated as of April 10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm) | | |

| [removed: 10.21] [added: 10.23] | | | | | | [Amendment published on October 29, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm) | | |

| [removed: 10.22] [added: 10.24] | | | | | | [Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm) | | |

| 3.2* | | | | | | [Third](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm) [Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm) [](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm)[18](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm)[2](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm) | | |

| 10.6 | | | | | | [Amended and Restated Facility Agreement dated May 11, 2023, among Sands China Ltd., Bank of China Limited, Macau Branch, as agent, the arrangers listed therein and the original lenders listed therein (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on May 12, 2023).](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000064/lvs_ex101x05112023.htm) | | |

| 10.51+* | | | | | | [Second](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm) [Amendment to Employment Agreement, dated](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm) [December 13](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm)[3](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm)[, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm)[.](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1051_20231231x10k.htm) | | |

| 10.52+* | | | | | | [First Amendment to Employment Agreement, dated January](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1052_20231231x10k.htm) [2](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1052_20231231x10k.htm)[5](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1052_20231231x10k.htm)[, 2024, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Randy A. Hyzak.](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex1052_20231231x10k.htm) | | |

| 97* | | | | | | [Clawback P](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex97_20231231x10k.htm)[olicy](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex97_20231231x10k.htm) | | |

| 10.48† | | | | | | [Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex101.htm) | | |

| 10.49† | | | | | | [Form of Term Loan Credit and Security Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC, Pioneer HoldCo, LLC and the Guarantors party thereto (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex102.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) | | |

| 10.56†† | | | | | | [Letter Agreement, dated as of March 29, 2022, by and between Marina Bay Sands Pte. Ltd., and Singapore Tourism Board (incorporated by reference from Exhibit 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 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-ex104x03312022.htm) | | |

| February [removed: 3, 2023] [added: 7, 2024] | | | /S/ ROBERT G. GOLDSTEIN | | | | | | | | |

| /S/ ROBERT G. GOLDSTEIN | | | | | | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ PATRICK DUMONT | | | | | | President, Chief Operating Officer and Director | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ IRWIN CHAFETZ | | | | | | Director | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ MICHELINE CHAU | | | | | | Director | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ CHARLES D. FORMAN | | | | | | Director | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ LEWIS KRAMER | | | | | | Director | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ RANDY HYZAK | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | February [removed: 3, 2023] [added: 7, 2024] | | |

| /S/ ALAIN LI | | | | | | Director | | | | | | February 7, 2024 | | |

| Alain Li | | | | | | | | | | | | | | |

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

| /S/ NORA M. JORDAN | | | | | | Director | | | | | | February 3, 2023 | | |

| Nora M. Jordan | | | | | | | | | | | | | | |

| /S/ DAVID F. LEVI | | | | | | Director | | | | | | February 3, 2023 | | |

| David F. Levi | | | | | | | | | | | | | | |

| /S/ YIBING MAO | | | | | | Director | | | | | | February 3, 2023 | | |

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