Las Vegas Sands (LVS) 10-K risk factor changes: FY2024 vs FY2023

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

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

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

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

- The number of visitors to [removed: Macao,] [added: our Integrated Resorts,] particularly visitors from mainland China, may decline or travel [removed: to Macao] may be disrupted.

- Our tax arrangements with the Macao government may not be [removed: available] [added: extended] on terms favorable to us or at [removed: all.][added: all beyond their expiration dates.]

- We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca [added: and HKD] exchange markets and restrictions on the export of the [removed: renminbi.][added: Renminbi.]

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

Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the [removed: economy.][added: economy.]

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 epidemic; any weaknesses in the job or [removed: housing market;] [added: real estate markets;] 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.

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

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

So-called “Acts of 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] [added: result, and] in [added: the past, have resulted, in] decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely [removed: affect] [added: affect, and in] the [added: past, has adversely affected, the] number of visitors to our properties.

Our business is sensitive to the willingness of our customers to [removed: travel.][added: travel.]

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

We are subject to extensive regulations that govern our operations in any jurisdiction where we [removed: operate.][added: operate.]

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering [added: laws and] regulations in 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.

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

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

We are primarily dependent upon our Asia properties for all of our [removed: cash.][added: cash flow.]

Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future [removed: operations.][added: operations.]

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

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $14.03] [added: $13.75] billion of [removed: long-term] debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

This indebtedness could have important consequences [removed: to] [added: for] us.

We have a principal amount of [removed: $1.90] [added: $3.16] billion, [removed: $3.37] [added: $3.49] billion, [removed: $3.54] [added: $1.45] billion, [removed: $700 million] [added: $1.91 billion] and [removed: $1.90] [added: $1.91] billion in [removed: long-term] debt maturing during the years ending December 31, [removed: 2024,] 2025, 2026, [removed: 2027] [added: 2027, 2028] and [removed: 2028,] [added: 2029,] respectively.

We are subject to fluctuations in foreign currency exchange [removed: rates.][added: rates.]

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

Table games [removed: players] [added: patrons] typically are extended more credit than slot [removed: players,] [added: patrons,] and high-stakes [removed: players] [added: patrons] typically are extended more credit than [removed: players] [added: patrons] who tend to wager lesser amounts.

During the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 10.6%] [added: 9.5%] and [removed: 11.9%] [added: 10.8%] of our table games drop at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.

We extend credit to those [removed: customers] [added: patrons] whose level of play and financial resources warrant, in the opinion of management, an extension of credit.

While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a “marker,” certain jurisdictions around the world, including jurisdictions our gaming [removed: customers] [added: patrons] may come from, may determine, or have determined, enforcement of gaming debts is against public policy.

Although courts of some foreign nations will enforce gaming debts directly and the assets in the [removed: U.S.] [added: U.S and elsewhere] of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding in the courts of many foreign nations.

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

Moreover, under applicable law, our Macao operations remain obligated to pay taxes on uncollectible winnings from [removed: customers.][added: patrons.]

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

Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming [removed: customers] [added: patrons] could exceed our casino [removed: winnings.][added: winnings.]

In addition to the element of chance, win rates are also affected by other factors, including [removed: players'] [added: patrons'] skill and experience, the mix of games played, the financial resources of [removed: players,] [added: patrons,] the spread of table limits, the volume of bets played and the amount of time played.

Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming [removed: customers.][added: patrons.]

Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming [removed: customers.][added: patrons.]

If the winnings of our gaming [removed: customers] [added: patrons] exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our financial condition, results of operations and cash flows.

- require us to repurchase our SCL Senior Notes upon certain events, such as any change in gaming law or any action by a gaming authority after which none of the SCL members owns or manages casino or gaming areas or operates casino games of chance in Macao in substantially the same manner as SCL was at the issuance date of the SCL Senior Notes for a period of 30 consecutive days or more and results in a material adverse effect on the financial condition, business, properties or results of operations;

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases for a further description of this litigation.

For example, with respect to the development in Singapore pursuant to the Second Development Agreement, our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

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

The HKD is pegged to the U.S. dollar.

intends to be listed in foreign countries.

Decisions

In addition, increased attention on and use of artificial intelligence increases the risk of cyber-attacks and data breaches, which can occur more quickly and evolve more rapidly when artificial intelligence is used by threat actors.

Further, use of artificial intelligence by our employees, whether

authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.

or too expensive to justify obtaining insurance.

We have announced various ESG goals,

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

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

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.

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

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

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

These changes may have a material adverse effect on our financial condition, results of operations and cash flows.

The Macao government approved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas.

Such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao.

Such laws and regulations could change or could be interpreted differently in the future.

We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations and cash flows.

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.

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

The Holding Foreign Companies Accountable Act was enacted in December 2020 (as further amended, the “HFCA Act”).

The HFCA Act states that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years, the SEC shall prohibit the securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law, which reduced the number of consecutive non-inspection years required for triggering the listing and trading prohibitions under the HFCA Act from three years to two years.

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

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.

If we were identified by the SEC as a Commission-Identified Issuer and have a “non-inspection” year, there is no assurance that we will be able to take remedial measures in a timely manner.

On December 15, 2022, the PCAOB reported that it was able, in 2022, to inspect and investigate completely audit firms headquartered in mainland China and Hong Kong and that, as a result, the PCAOB voted to vacate previous determinations to the contrary.

However, uncertainties remain whether the PCAOB can continue to make a determination in the future that it is able to inspect and investigate completely PCAOB-registered audit firms based in mainland China and Hong Kong.

There could be additional regulatory or legislative requirements or guidance that could impact us if, in the future, our auditor is not subject to PCAOB inspection.

The SEC also may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.

The implications of any additional regulation or guidance in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market price of our securities to be materially and adversely affected.

Our auditor, Deloitte & Touche LLP, is headquartered in the United States and was not identified as a firm that the PCAOB is unable to inspect, pursuant to the HFCA Act.

However, there is no assurance that future audit reports will be prepared by auditors able to be inspected by the PCAOB.

If the PCAOB is unable to conduct inspections or full investigations of our auditor, our securities could be prohibited from being traded in the U.S. securities market, including “over-the-counter,” if, in the future, we were to be identified as a Commission-Identified Issuer for two consecutive years.

Such a prohibition could substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential prohibition could have a negative impact on the price of our securities.

Also, such a prohibition could significantly affect our ability to raise capital on acceptable terms, or at all, which may have a material adverse effect on our business, financial condition and prospects.

Inspections of other audit firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

If the PCAOB were unable to conduct inspections or full investigations of our auditor, we and investors in our securities would be deprived of the benefits of such PCAOB inspections.

In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would make it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors to lose confidence in the audit procedures and reported financial information and the quality of our financial statements.

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

From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees in the United States.

Additionally, in the past, certain unions engaged in confrontational and obstructive tactics at some of our properties, including contacting potential customers, tenants and investors, objecting to various administrative approvals, social media campaigns and informational picketing, and these tactics may be utilized again by certain unions in the future.

Although we believe we will be able to operate despite such tactics should they reoccur, no assurance can be given we will be able to do so or the failure to do so would not cause reputational damage and/or have a material adverse effect on our financial condition, results of operations and cash flows.

Although no assurances can be given, if employees decide to be represented by labor unions, management does not believe such representation would have a material effect on our financial condition, results of operations and cash flows.

We cannot provide any assurance we will not experience additional and successful union activity in the future.

The impact of any union activity is undetermined and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

During [removed: 2023,] [added: 2024,] we achieved milestones in advancing several of our strategic objectives.

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

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

The Macao government announced total visitation from mainland China to Macao increased approximately [removed: 273.1% and decreased approximately 31.8%,] [added: 28.6%] during the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the same period in [removed: 2022 and 2019 (pre-pandemic), respectively.][added: 2023.]

The Macao government also announced gross gaming revenue increased approximately [removed: 333.8% and decreased approximately 37.4%,] [added: 23.9%] during the year ended December 31, [removed: 2023,] [added: 2024,] as compared to [removed: 2022 and 2019, respectively.][added: the same period in 2023.]

Airlift passenger movement has increased with a total of [removed: 59] [added: 68] million passengers having passed through Singapore's Changi Airport [removed: from January through] [added: during the year ended] December [removed: 2023,] [added: 31, 2024,] an increase of [removed: 83% and a decrease of 14%] [added: 14.8%] compared to [removed: 2022 and 2019, respectively.][added: the same period in 2023.]

The STB announced total visitation to Singapore increased from approximately [removed: 6.3 million in 2022 to] 13.6 million [removed: for] [added: during] the year ended December 31, [removed: 2023, while visitation decreased 28.8% when compared] [added: 2023] to [added: 16.5 million during] the [removed: same period in 2019.][added: year ended December 31, 2024.]

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of [removed: $5.11] [added: $3.65] billion and access to $1.50 billion, [removed: $2.49] [added: $2.51] billion and [removed: $446] [added: $433] million of available borrowing capacity from our [added: 2024] LVSC Revolving Facility, [removed: 2018] [added: 2024] SCL Revolving Facility and [removed: the] 2012 Singapore Revolving Facility, respectively, as of December 31, [removed: 2023.][added: 2024.]

We believe we are able to support [added: our] continuing [removed: operations and] [added: operations,] complete the major construction projects that are [removed: underway.][added: underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.]

Operating revenues at Sands Macao are principally driven by [removed: casino customers] [added: the volume of gaming patrons] who visit the property on a daily basis.

Our Rolling Chip [removed: win percentage is] [added: table games are] expected to [removed: be] [added: produce a win percentage of] 3.30% in Macao and Singapore.

Actual win [removed: percentage] [added: and hold percentages] may vary from our expected win percentage and historical win and hold percentages.

In Macao and Singapore, [removed: 10.6%] [added: 9.5%] and [removed: 11.9%,] [added: 10.8%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: Singapore visitation increased 115.8% as compared to the year ended December 31, 2022 due] [added: Due] to the elimination of all remaining [removed: pandemic restrictions] [added: COVID-19 border measures] in February 2023 and [removed: an 83% increase in] airlift passenger movement [added: increasing 14.8%] compared to the year ended December 31, [removed: 2022.][added: 2023, Singapore visitation increased 21.4% compared to the year ended December 31, 2023.]

Net revenues for the year ended December 31, [removed: 2023] [added: 2024,] were [removed: $10.37] [added: $11.30] billion, compared to [removed: $4.11] [added: $10.37] billion for the year ended December 31, [removed: 2022.][added: 2023.]

Operating income was [removed: $2.31] [added: $2.40] billion for the year ended December 31, [removed: 2023,] [added: 2024,] compared to [removed: an operating loss of $792 million] [added: $2.31 billion] for the year ended December 31, [removed: 2022.][added: 2023.]

Net income [removed: from continuing operations] was [removed: $1.43] [added: $1.75] billion for the year ended December 31, [removed: 2023,] [added: 2024,] compared to [removed: a net loss of $1.54] [added: $1.43] billion for the year ended December 31, [removed: 2022.][added: 2023.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Percent Change | | |

| Food and beverage | | | [removed: 584] [added: 607] | | | | | | [removed: 301] [added: 584] | | | | | | [removed: 94.0] [added: 3.9] | | % |

| Convention, retail and other | | | [removed: 295] [added: 359] | | | | | | [removed: 133] [added: 295] | | | | | | [removed: 121.8] [added: 21.7] | | % |

| Total net revenues | | | $ | [removed: 10,372] [added: 11,298] | | | | | $ | [removed: 4,110] [added: 10,372] | | | | | [removed: 152.4] [added: 8.9] | | % |

Consolidated net revenues were [removed: $10.37] [added: $11.30] billion for the year ended December 31, [removed: 2023,] [added: 2024,] an increase of [removed: $6.26 billion] [added: $926 million] compared to [removed: $4.11] [added: $10.37] billion for the year ended December 31, [removed: 2022, primarily driven by an increase] [added: 2023, due to increases] of [removed: $4.93 billion] [added: $546 million and $380 million] at our Macao [removed: operations.][added: operations and Marina Bay Sands, respectively.]

[removed: Net casino revenues] [added: Casino expenses] increased [removed: $4.90 billion] [added: $459 million] compared to the year ended December 31, [removed: 2022.][added: 2023.]

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

Casino revenues at Marina Bay Sands increased [removed: by $1.0 billion] due to increased table games and slot [removed: volumes,] [added: volumes and Non-Rolling win percentage,] partially offset by [removed: a decrease in slot hold] [added: decreased Rolling Chip win] percentage.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Total casino revenues | | | $ | [removed: 2,151] [added: 2,282] | | | | | $ | [removed: 438] [added: 2,151] | | | | | [removed: 391.1] [added: 6.1] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 8,711] [added: 9,299] | | | | | $ | [removed: 1,751] [added: 8,711] | | | | | [removed: 397.5] [added: 6.8] | | % |

| Non-Rolling Chip win percentage | | | [removed: 24.2] [added: 24.7] | | % | | | | [removed: 25.7] [added: 24.2] | | % | | | | [removed: (1.5)] [added: 0.5] | | pts |

| Rolling Chip volume | | | $ | [removed: 4,546] [added: 3,701] | | | | | $ | [removed: 1,295] [added: 4,546] | | | | | [removed: 251.0] [added: (18.6)] | | % |

| Rolling Chip win percentage | | | [removed: 4.44] [added: 4.43] | | % | | | | [removed: 3.77] [added: 4.44] | | % | | | | [removed: 0.67] [added: (0.01)] | | pts |

| Slot handle | | | $ | [removed: 5,066] [added: 5,946] | | | | | $ | [removed: 1,132] [added: 5,066] | | | | | [removed: 347.5] [added: 17.4] | | % |

| Slot hold percentage | | | [removed: 4.3] [added: 4.1] | | % | | | | 3.9 | | % | | | | [removed: 0.4] [added: 0.2] | | pts |

| The Londoner [removed: Macao] [added: Macao(1)] | | | | | | | | | | | | | | | | | |

| Total casino revenues | | | $ | [removed: 1,283] [added: 1,462] | | | | | $ | [removed: 194] [added: 1,283] | | | | | [removed: 561.3] [added: 14.0] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 5,842] [added: 6,791] | | | | | $ | [removed: 896] [added: 5,842] | | | | | [removed: 552.0] [added: 16.2] | | % |

| Non-Rolling Chip win percentage | | | [removed: 21.3] [added: 21.5] | | % | | | | [removed: 21.7] [added: 21.3] | | % | | | | [removed: (0.4)] [added: 0.2] | | pts |

| Rolling Chip volume | | | $ | [removed: 7,336] [added: 7,633] | | | | | $ | [removed: 936] [added: 7,336] | | | | | [removed: 683.8] [added: 4.0] | | % |

| Rolling Chip win percentage | | | [removed: 2.99] [added: 3.34] | | % | | | | [removed: 5.03] [added: 2.99] | | % | | | | [removed: (2.04)] [added: 0.35] | | pts |

| Slot handle | | | $ | [removed: 5,290] [added: 6,057] | | | | | $ | [removed: 671] [added: 5,290] | | | | | [removed: 688.4] [added: 14.5] | | % |

The Londoner Grand casino opened on September 26, 2024.

The Sheraton Grand Macao is being converted into the Londoner Grand hotel, which upon completion will have 2,405 rooms and suites and represents Macao’s first Marriott International Luxury Collection hotel.

Phase II of The Londoner Macao is expected to be substantially completed during the first half of 2025.

We continue with the renovation of the Tower 3 hotel rooms into world class suites, which is expected to be completed in phases during the first half of 2025, and other property changes.

Our operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

We continued to see positive financial results for the year ended December 31, 2024, due to increased visitation at our Integrated Resorts.

Macao visitation from mainland China increased 28.6% compared to the year ended December 31, 2023, due to a more supportive travel environment that included further recovery in scheduled airline capacity to Macao Airport and other airports that serve the Macao market, more frequent ferry services to Macao from locations, such as Hong Kong, and increases in flexibility and availability of certain visa types.

| Casino | | | $ | 8,303 | | | | | $ | 7,522 | | | | | 10.4 | | % |

| Rooms | | | 1,274 | | | | | | 1,204 | | | | | | 5.8 | | % |

| Mall | | | 755 | | | | | | 767 | | | | | | (1.6) | | % |

Net casino revenues increased $781 million compared to the year ended December 31, 2023, due to increases of $505 million and $276 million at our Macao operations and Marina Bay Sands, respectively.

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

Marina Bay Sands room revenues increased due to an increase in ADR, partially offset by a decrease in available rooms and decreased occupancy.

Macao room revenues increased due to increases in occupancy rates and ADR, partially offset by decreased available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand.

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

(1)During the year ended December 31, 2024, a daily average of approximately 1,850 rooms were excluded from available rooms in connection with the renovations related to the conversion of the Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao.

Food and beverage revenues increased $23 million compared to the year ended December 31, 2023, due to increases of $20 million and $3 million at our Macao operations and Marina Bay Sands, respectively.

The increase at our Macao operations was primarily driven by increased visitation across our properties and new food and beverage outlets.

The increase at Marina Bay Sands was primarily due to increased banquet revenue and new food and beverage outlets.

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

The increase at Marina Bay Sands was driven by increases of $15 million in convention revenue, $6 million at the SkyPark, $4 million in museum revenue and $3 million in entertainment revenue, as well as an $8 million nonrecurring adjustment related to a change in accounting estimate of our non-gaming club points accrual.

The increase at our Macao operations was driven by $14 million in ferry operations due to increased sailings resulting from increased visitation, $13 million in entertainment revenue and $1 million in convention revenue.

| | | | 2024 | | | | | | 2023 | | | | | | Percent Change | | |

| Casino | | | $ | 4,611 | | | | | $ | 4,152 | | | | | 11.1 | | % |

| Rooms | | | 313 | | | | | | 283 | | | | | | 10.6 | | % |

| Mall | | | 87 | | | | | | 88 | | | | | | (1.1) | | % |

The increase was driven by increases of $459 million in casino expenses, $100 million in depreciation and amortization, and $60 million in corporate expenses.

The increase at our Macao operations was primarily due to increases of $17 million in entertainment due to increased event volume, $15 million in ferry operations due to higher repairs and maintenance, contract labor costs and fuel costs driven by additional sailings resulting from increased visitation, and $8 million in other operating expenses (e.g., limo, exhibits, spa).

The increase at our Macao operations was due to an $18 million decrease in collections on previously reserved accounts, partially offset by a $5 million decrease in the provision for the current year.

The increase at Marina Bay Sands was due to a $26 million increase in provision for the current year, partially offset by a $24 million increase in collections on previously reserved accounts.

The increase was primarily due to $22 million related to the shareholder dividend tax agreement with the Macao government ($10 million of which related to the year ended December 31, 2023), which agreement was finalized on February 7, 2024, and covers the years from 2023 to 2025, a $20 million increase in payroll and a $12 million charitable contribution commitment to the University of Nevada, Las Vegas to establish the Sands Institute for Chinese Language and Culture.

During the year ended December 31, 2023, the costs were primarily related to $109 million for our digital gaming related efforts and $93 million in New York and Texas.

This increase was partially offset by a $55 million decrease at our Macao operations primarily due to assets fully depreciated during the prior year and throughout 2024 and a reduction in accelerated depreciation in 2024 primarily related to the Sheraton towers and Venetian Arena, partially offset by an increase in depreciation for assets placed into service during the current year.

| | | | 2024 | | | | | | 2023 | | | | | | Percent Change | | |

| | | | 2,327 | | | | | | 2,224 | | | | | | 4.6 | | % |

measures.

| | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 1,752 | | | | | $ | 1,431 | |

The increase was primarily due to increased revenues across our operations driven by increased visitation at our Integrated Resorts in Macao.

| | | | 2024 | | | | | | 2023 | | |

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 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 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.

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.

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

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

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

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

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

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.

In addition, an increase of $1.33 billion at Marina Bay Sands was primarily due to increased visitation from the reopening of borders and elimination of all remaining pandemic-related restrictions in February 2023 and an increase in airlift passenger movement in 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.

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.

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.

As a result of the COVID-19 pandemic, tenants were provided rent concessions during the year ended December 31, 2022.

Base rent per square foot presented above excludes the impact of these rent concessions.

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).

| 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.

In addition, we had increases in gaming tax rates of 1% in Macao and 3% in Singapore, and a 1% increase in value added tax in Singapore.

Additionally, the increase was also due to higher costs associated with the renovated and expanded suites and rooms at The Londoner Macao and the new and elevated suites and rooms introduced at Marina Bay Sands during the year.

The increase was due to increases of $85 million and $77 million at Marina Bay Sands and our Macao operations, respectively, driven by increased business volume at food outlets and banquets and consistent with increased property visitation.

The increases were primarily due to increases of $36 million in ferry operation expenses due to the resumption of ferry services in January 2023, $29 million in entertainment expenses due to increased number of events held in 2023, $15 million in limo expenses, $7 million in convention expenses, $3 million in retail expenses and $8 million in other operating expenses (e.g., spa and valet).

The decreases were primarily driven

by collections of receivables that were fully reserved.

General and administrative expenses increased $171 million compared to the year ended December 31, 2022.

The increase was primarily driven by increases of $95 million and $76 million at Marina Bay Sands and our Macao operations, respectively, driven by increases in payroll and marketing costs, utilities and property taxes.

Depreciation and amortization increased $172 million compared to the year ended December 31, 2022.

| | | | 2,224 | | | | | | (324) | | | | | | N/M | | |

N/M - Not meaningful

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

As of December 31, [removed: 2023,] [added: 2024,] the estimated fair value of our [removed: long-term] debt was approximately [removed: $13.53] [added: $13.35] billion, compared to its contractual value of [removed: $14.09] [added: $13.69] billion.

The estimated fair value of our [removed: long-term] debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).

A hypothetical 100 basis point change in market rates would cause the fair value of our [removed: long-term] debt to change by [removed: $304] [added: $294] million.

A hypothetical 100 basis point change in SOFR, HIBOR and [removed: SOR] [added: SORA] would cause our annual interest cost on our [removed: long-term] debt to change by approximately [removed: $29] [added: $26] million.

Foreign currency transaction [removed: losses] [added: gains] for the year ended December 31, [removed: 2023,] [added: 2024,] were [removed: $8] [added: $15] million primarily due to U.S. dollar denominated debt issued by [removed: SCL and by Singapore dollar denominated intercompany debt reported in U.S. dollars.][added: SCL.]

Based on balances as of December 31, [removed: 2023, a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately $21 million and] [added: 2024,] a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $71] [added: $18] million (net of the impact from the foreign currency swap agreements).

We maintain a significant amount of our operating funds in the same currencies in which we have [removed: obligations] [added: obligations,] thereby reducing our exposure to currency fluctuations.

There were no material balances denominated in U.S. dollars related to our Singapore operations as of December 31, 2024; however, these balances fluctuate to support our operations.

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

We believe the mass market segment will continue to deliver long-term growth as a result of continuing economic growth, expansion of the middle class and [added: an] increasing number of high net worth individuals across our markets in Asia.

Our properties also cater to high-end [removed: players] [added: patrons] by providing them with luxury amenities and premium service levels.

Through our [removed: 69.9%] [added: 72.29%] ownership of Sands China Ltd. (“SCL”), [added: as of the date of this filing,] we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region (“Macao”) of the People's Republic of China (“PRC” or “China”).

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

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

In [removed: 2023,] [added: 2024,] we were named to the Dow Jones Sustainability North America Index for the [removed: sixth] [added: seventh] consecutive year and to the Dow Jones Sustainability World Index for the [removed: fourth] [added: fifth] consecutive year, recognizing our ESG leadership and performance.

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

[added: Durango Dr.,] Las Vegas, Nevada 89113 and our telephone number at that address is (702) 923-9000.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings we file [removed: with] [added: with,] or furnish [removed: to] [added: to,] the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC's [removed: web site] [added: website] address at *www.sec.gov*.

In addition, we post certain information regarding [removed: SCL, a] [added: SCL (a] subsidiary of LVSC with ordinary shares listed on The Stock Exchange of Hong Kong [removed: Limited,] [added: Limited)] from time to time on our company website and our investor relations website.

The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the SEC, and any [removed: reference] [added: references] to these websites are intended to be inactive textual references only.

These attractions and amenities enhance the appeal of our Integrated Resorts, contributing to visitation, length of stay and customer spending at our [removed: resorts.][added: properties.]

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao and Singapore have contributed [removed: 54%] [added: 53%] and [removed: 46%] [added: 47%] of our total adjusted property EBITDA, respectively, during [removed: 2023.][added: 2024.]

Market leadership in the growing [removed: high-margin] [added: higher-margin] mass market gaming segment. In our gaming business, we focus on the [removed: high-margin] [added: higher-margin] mass gaming segment.

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

Mr. Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than [removed: 13] [added: 14] years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.

[removed: Our management team is focused on delivering growth, increasing our return on invested capital,] balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders.

Our approximately [removed: 2.9] [added: 2.8] million square feet of global MICE space is designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.

Focusing on the [removed: high-margin] [added: higher-margin] mass market gaming segment, while continuing to provide luxury amenities and high service levels to our VIP and premium players. The scale and product mix of our Integrated [removed: Resort properties] [added: Resorts] allow us to participate very effectively in all segments of the market.

Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming concession, the [removed: next phase of] [added: continuing] 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: 690] [added: 678] table games and [removed: 1,260] [added: 1,140] slot machines and electronic table games (“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: 948,000] [added: 952,000] square feet of unique retail shopping with [removed: 327] [added: 350] stores featuring many international brands and home to [removed: 59] [added: 60] restaurants and food outlets featuring an international assortment of cuisines.

In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the [removed: 15,000-seat Cotai] [added: recently renovated 14,000-seat Venetian] Arena that hosts world-class entertainment and sporting events.

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

[removed: Work] [added: We continue work] on Phase II of [removed: the] [added: The] Londoner [removed: Macao has commenced,] [added: Macao,] which [added: commenced in 2023 and primarily] includes the renovation of the rooms in the Sheraton [removed: and Conrad] hotel towers, an upgrade of the gaming areas and the addition of [removed: new] attractions, dining, retail and entertainment offerings.

The Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately [removed: 510] [added: 513] table games and [removed: 1,210] [added: 1,281] slot machines and ETGs, approximately [removed: 369,000] [added: 358,000] square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, approximately [removed: 612,000] [added: 566,000] square feet of retail space with [removed: 143] [added: 164] stores and home to 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 272,000 square feet of gaming space and gaming support area with approximately [removed: 280] [added: 267] table games and [removed: 780] [added: 900] slot machines and ETGs.

The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately [removed: 296,000] [added: 297,000] square feet of unique retail shopping with [removed: 112] [added: 109] stores featuring many international brands and home to [removed: 26] [added: 24] restaurants and food outlets featuring an international assortment of cuisines.

Other non-gaming amenities at The Parisian Macao include a meeting room complex of approximately [removed: 63,000] [added: 62,000] square feet and a 1,200-seat theater.

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: 90] [added: 105] table games and [removed: 20] [added: 13] slot machines and ETGs at its Plaza Casino.

The Shoppes at Four Seasons includes approximately [removed: 249,000] [added: 262,000] square feet of retail space with [removed: 134] [added: 138] stores and [removed: home to] 10 restaurant and food outlets, and is connected to the Shoppes at Venetian.

The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately [removed: 110] [added: 117] table games and [removed: 430] [added: 366] slot machines and ETGs.

We are currently undertaking extensive renovation work with [removed: approximately 1,850] [added: 1,844] rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our [removed: suite] [added: hotel] product.

The Integrated Resort offers approximately 162,000 square feet of gaming space with approximately [removed: 500] [added: 543] table games and 3,000 slot machines and ETGs; [added: approximately 616,000 square feet at] 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.

According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were [removed: 183.06] [added: 226.78] billion patacas in [removed: 2023] [added: 2024] (approximately [removed: $22.74] [added: $28.35] billion at exchange rates in effect on December 31, [removed: 2023),] [added: 2024),] an increase of [removed: 333.8% and a decrease of 37.4%] [added: 23.9%] compared to [removed: 2022 and 2019, respectively.][added: 2023.]

We believe visitation will [removed: return to pre-pandemic levels and will] continue to experience [removed: meaningful] long-term growth.

We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in [removed: Macao and neighboring Hengqin Island.]

We believe we will continue to experience Macao market-leading visitation and are focused on driving [removed: high-margin] [added: higher-margin] mass market gaming, while providing luxury amenities and high service levels to our VIP and premium players.

[added: 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.

Our management team is focused on delivering growth, increasing our return on invested capital,

We continue to work on Phase II of The Londoner Macao, which commenced in 2023 and primarily includes the renovation of the rooms in the third and fourth hotel towers, previously the Sheraton Grand Macao, and will result in 1,382 and 1,023 rooms and suites, respectively, upon completion.

The Sheraton Grand Macao is being rebranded into the Londoner Grand hotel, which

will become Macao’s first Marriott International Luxury Collection hotel.

Additionally, Phase II of The Londoner Grand includes an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings and is expected to be substantially complete during the first half of 2025 (see “Development Projects” for further information).

The Londoner Grand casino opened on September 26, 2024.

Visitation to Macao was approximately 35 million in 2024, an increase of 23.8% compared to 2023.

Macao and neighboring Hengqin Island.

years ending in 2024 were China and Indonesia.

| Total | | | | | | 2,186,471 | | | | | | 100 | | % | | | | | | |

Our vision is to elevate convention sector capabilities.

To this end, we are proposing the construction of a state-of-the-art MICE facility.

This expansion aims to increase our hosting capacity and enhance Macao’s appeal as a premier destination for significant corporate events, supported by advanced resources to help organize such events and targeted marketing strategies.

We plan to transform the Le Jardin garden, situated adjacent to The Londoner Macao, into a distinctive garden-themed attraction.

Key highlights include an iconic conservatory and meticulously designed themed green spaces.

We anticipate this venue will evolve into a renowned Macao landmark and year-round attraction for tourists and local residents, further solidifying Macao's reputation as a premier destination.

The Londoner Grand casino opened on September 26, 2024.

In September 2024, SCL announced the unveiling of the Londoner Grand, which represents the conversion of the Sheraton Grand Macao into Macao's first Marriott International Luxury Collection hotel.

Upon completion, the Londoner Grand will have 2,405 rooms and suites.

As of December 31, 2024, more than 300 newly renovated

rooms and suites were available for occupancy at the Londoner Grand.

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

Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the purchase of an additional 2,000 square meters of gaming area (the “Additional Gaming Area”), increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.

On January 8, 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the STB (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the "Additional Land Premium").

These allocations prescribe and limit the use of the gross floor area for hotel, gaming, retail, food and beverage, MICE and arena at the MBS Expansion Project site.

The Second Supplemental Agreement also formalized the dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project, being July 8, 2025 and July 8, 2029, respectively.

These dates were previously agreed by way of the letter agreement, dated April 1, 2024, between the STB and MBS.

The Additional Land Premium is estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder to be due in 2026.

While our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

There is litigation associated with our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16 — Leases for further description of this litigation.

On December 30, 2022, pursuant to the terms of VML’s subconcession, VML and certain other subsidiaries of SCL committed to the Macao government to transfer back the casinos, gaming areas and respective supporting areas ("Gaming Assets") without compensation and free of any liens or charges upon the subconcession's expiry.

On the same day, VML and the Macao government entered into a Handover Record granting VML the right to operate the Gaming Assets for the duration of the Concession in exchange for an annual fee.

This fee, calculated based on a price per square meter of reverted gaming area, is set at 750 patacas per square meter for the first three years and will increase to 2,500 patacas for the remaining seven years (approximately $94 and $313, respectively, at exchange rates in effect on December 31, 2024).

Furthermore, the fee per square meter will be subject to an annual adjustment based on the previous year's average price index in Macao.

For each of the years ended December 31, 2023 and 2024, we incurred a fee of $13 million.

The annual fee for 2025 is estimated at $13 million, followed by an estimated $42 million annually for the subsequent seven years, subject to the aforementioned index adjustment.

*Investment Plan*

In accordance with the Concession, we committed to invest, or cause to be invested, at least 30.24 billion patacas (approximately $3.78 billion at exchange rates in effect on December 31, 2024) in Macao (the "Investment Plan").

The total investment commitment after the above provision is now 35.80 billion patacas (approximately $4.48 billion at exchange rates in effect on December 31, 2024).

Durango Dr.,

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

revenues.

The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally and was completed during 2022.

The third hotel tower consists of 1,842 rooms and suites under the Sheraton brand.

The fourth hotel tower consists of 2,126 rooms and suites under the Sheraton brand.

We welcomed approximately 27 million visitors to Macao in 2023, compared to the approximately 6 million visitors in 2022.

We

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

physical and mental health, such as a free Employee Assistance Program for employees and their household, which provides information regarding nutrition, disease management, stress reduction and injury prevention;

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”).

2023).

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

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.

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.

The estimated cost and timing of the total project will be updated as we complete design and begin construction.

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.

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 amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement.

On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022.

As noted above, we are in the process of completing the design and reviewing the budget and timing of the MBS expansion due to various factors.

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

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

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

completion.

The purchase of the Nassau Coliseum, which continues to operate following the closing of the sale, primarily included the fixed assets related to the arena and the right to lease the underlying land from the owner, the County of Nassau in the State of New York.

In conjunction with this transaction, the seller assigned their lease of the land on which the related assets, including the Nassau Coliseum and other improvements, are affixed (the “Original Lease”) to the Company.

Immediately following this assignment, the Company entered into a new land lease agreement with the County of Nassau (the “County”) in the State of New York, for the use and exclusive right to develop and operate assets on the land (the “New Lease”).

On April 18, 2023, Hofstra University (“Hofstra”) filed a petition against the Nassau County Planning Commission (the “Planning Commission”) in the New York Supreme Court, County of Nassau, asserting, among other things, that certain meetings held by the Planning Commission concerning the New Lease and certain related transactions were not properly noticed and/or held, and that appropriate materials concerning the meetings were not made available to the public by the Planning Commission in connection with the meetings.

On May 31, 2023, Hofstra filed an amended petition that, among other things, added additional respondents and sought to invalidate certain votes held by the County and the Nassau County Legislature.

The Company is not a party to these proceedings.

In a decision and order dated November 9, 2023, the Court annulled various votes held by the Nassau County Legislature, annulled the New Lease and remitted the matter to the Planning Commission and the Nassau County Legislature to conduct a proper public hearing in accordance with all relevant statutes and rules, including the Nassau County Administrative Code and the Open Meetings law and for the issuance of a positive declaration pursuant to the New York State Environmental Quality Review Act and for the preparation of an Environmental Impact Statement (the “Procedural Steps”).

On November 10, 2023, the respondents appealed the decision and order and on November 21, 2023, Hofstra cross-appealed.

On December 13, 2023, the Appellate Division: Second Judicial Department denied respondents’ motion to stay enforcement of the decision and order pending the appeal, but granted a calendar preference, indicating that the appeal will be calendared expeditiously after all briefs have been filed.

With the invalidation of the New Lease noted above, the Company became the lessee in the Original Lease.

For a discussion of legal proceedings, see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — [Commitments and [removed: Contingencies](#i73b29956abc6447e8a5fa48f29da42db_142)] [added: Contingencies](#i314ab7b5a1ca4e6c95c689299def9391_145)] — Litigation.”

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

As of June [removed: 30, 2023,] [added: 28, 2024,] 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: $19,205,929,006] [added: $15,458,744,890] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 753,621,428] [added: 715,934,671] shares of common stock outstanding as of [removed: January 31, 2024.][added: February 5, 2025.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2024] [added: 2025] 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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| [PART I](#i314ab7b5a1ca4e6c95c689299def9391_10) | | | | | | | | | | | |

| [PART II](#i314ab7b5a1ca4e6c95c689299def9391_34) | | | | | | | | | | | |

| [ITEM 9B](#i314ab7b5a1ca4e6c95c689299def9391_175) | | | — | | | [OTHER INFORMATION](#i314ab7b5a1ca4e6c95c689299def9391_175) | | | [114](#i314ab7b5a1ca4e6c95c689299def9391_175) | | |

| [PART III](#i314ab7b5a1ca4e6c95c689299def9391_181) | | | | | | | | | | | |

| [ITEM 11](#i314ab7b5a1ca4e6c95c689299def9391_187) | | | — | | | [EXECUTIVE COMPENSATION](#i314ab7b5a1ca4e6c95c689299def9391_187) | | | [114](#i314ab7b5a1ca4e6c95c689299def9391_187) | | |

| [PART IV](#i314ab7b5a1ca4e6c95c689299def9391_199) | | | | | | | | | | | |

| [ITEM 16](#i314ab7b5a1ca4e6c95c689299def9391_205) | | | — | | | [FORM 10-K SUMMARY](#i314ab7b5a1ca4e6c95c689299def9391_205) | | | [119](#i314ab7b5a1ca4e6c95c689299def9391_205) | | |

| [SIGNATURES](#i314ab7b5a1ca4e6c95c689299def9391_208) | | | | | | | | | [120](#i314ab7b5a1ca4e6c95c689299def9391_208) | | |

(Check one):

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

| [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) | | |

The CISO has over [removed: 27] [added: 28] years of cybersecurity experience, [removed: 25] [added: 26] 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 ERM Committee, which is led by our executive vice president and chief financial officer, meets [removed: regularly,] [added: quarterly,] and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.

[removed: — 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 [removed: business.”] [added: business”] for more detailed information on cybersecurity risks and the potential impacts.

— Risk Factors — Failure to maintain the integrity of our information and information systems or comply with

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 [removed: return] [added: exchange] for [added: an] annual [removed: payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $93 and $311, respectively, at exchange rates in effect on December 31, 2023).][added: fee.]

This fee, calculated based on a price per square meter of reverted gaming area, is set at 750 patacas per square meter for the first three years and will increase to 2,500 patacas for the remaining seven years (approximately $94 and $313, respectively, at exchange rates in effect on December 31, 2024).

Furthermore, the fee per square meter will be subject to an annual adjustment based on the previous year's average price index in Macao.

On January 8, 2025, MBS entered into the Second Supplemental Agreement whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019.

The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation are estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder due in 2026.

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

The Company's common stock trades on the NYSE under the symbol “LVS.” As of [removed: January 31, 2024,] [added: February 5, 2025,] there were [removed: 753,621,428] [added: 715,934,671] shares of our common stock outstanding that were held by [removed: 290] [added: 279] stockholders of record.

Our Board of Directors [removed: also] is [added: also] authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders.

Our subsidiaries' [removed: long-term] debt arrangements place restrictions on their ability to pay cash dividends to the Company.

See “Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 12 — [removed: Long-Term] Debt.”

In January [removed: 2024,] [added: 2025,] our Board of Directors declared a quarterly dividend of [removed: $0.20] [added: $0.25] per common share (a total estimated to be approximately [removed: $151] [added: $179] million) to be paid on February [removed: 14, 2024,] [added: 19, 2025,] to stockholders of record on February [removed: 6, 2024.][added: 10, 2025.]

We expect this level of dividend to continue quarterly through the remainder of [removed: 2024.][added: 2025.]

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, [removed: 2023:][added: 2024:]

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

The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Index [added: (“S&P 500”)] and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

| October 1, 2024 — October 31, 2024 | | | | | | 1,128,075 | | | | | | $ | 53.18 | | | | | 1,128,075 | | | | | | $ | 1,940 | |

| November 1, 2024 — November 30, 2024 | | | | | | 6,291,417 | | | | | | $ | 50.00 | | | | | 6,291,417 | | | | | | $ | 1,625 | |

| December 1, 2024 — December 31, 2024 | | | | | | 1,386,441 | | | | | | $ | 54.38 | | | | | 1,386,441 | | | | | | $ | 1,550 | |

| Total | | | | | | 8,805,933 | | | | | | | | | | | | 8,805,933 | | | | | | | | |

On October 22, 2024, our Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026.

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 88.00 | | | | | $ | 55.57 | | | | | $ | 70.97 | | | | | $ | 73.20 | | | | | $ | 77.73 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 89.66 | | | | | $ | 78.17 | | | | | $ | 58.28 | | | | | $ | 75.96 | | | | | $ | 75.79 | |

| 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 | |

| 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 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i73b29956abc6447e8a5fa48f29da42db_73)] [added: Firm](#i314ab7b5a1ca4e6c95c689299def9391_76)] (PCAOB ID 34) | | | | | | [removed: [71](#i73b29956abc6447e8a5fa48f29da42db_73)] [added: [58](#i314ab7b5a1ca4e6c95c689299def9391_76)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_76)[3](#i73b29956abc6447e8a5fa48f29da42db_76)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_79)[4](#i314ab7b5a1ca4e6c95c689299def9391_79)] [and [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_76)[2](#i73b29956abc6447e8a5fa48f29da42db_76)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_79)[3](#i314ab7b5a1ca4e6c95c689299def9391_79)] | | | | | | [removed: [74](#i73b29956abc6447e8a5fa48f29da42db_76)] [added: [61](#i314ab7b5a1ca4e6c95c689299def9391_79)] | | |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_79)[3](#i73b29956abc6447e8a5fa48f29da42db_79)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_82)[4](#i314ab7b5a1ca4e6c95c689299def9391_82)] | | | | | | [removed: [75](#i73b29956abc6447e8a5fa48f29da42db_79)] [added: [62](#i314ab7b5a1ca4e6c95c689299def9391_82)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#i314ab7b5a1ca4e6c95c689299def9391_85) [for] each of the three years in the period ended December 31, [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_82)[3](#i73b29956abc6447e8a5fa48f29da42db_82)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_85)[4](#i314ab7b5a1ca4e6c95c689299def9391_85)] | | | | | | [removed: [76](#i73b29956abc6447e8a5fa48f29da42db_82)] [added: [63](#i314ab7b5a1ca4e6c95c689299def9391_85)] | | |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_85)[3](#i73b29956abc6447e8a5fa48f29da42db_85)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_88)[4](#i314ab7b5a1ca4e6c95c689299def9391_88)] | | | | | | [removed: [77](#i73b29956abc6447e8a5fa48f29da42db_85)] [added: [64](#i314ab7b5a1ca4e6c95c689299def9391_88)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 202](#i73b29956abc6447e8a5fa48f29da42db_88)[3](#i73b29956abc6447e8a5fa48f29da42db_88)] [added: 202](#i314ab7b5a1ca4e6c95c689299def9391_91)[4](#i314ab7b5a1ca4e6c95c689299def9391_91)] | | | | | | [removed: [78](#i73b29956abc6447e8a5fa48f29da42db_88)] [added: [65](#i314ab7b5a1ca4e6c95c689299def9391_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i73b29956abc6447e8a5fa48f29da42db_91)] [added: Statements](#i314ab7b5a1ca4e6c95c689299def9391_94)] | | | | | | [removed: [80](#i73b29956abc6447e8a5fa48f29da42db_91)] [added: [67](#i314ab7b5a1ca4e6c95c689299def9391_94)] | | |

| [Note [removed: 1](#i73b29956abc6447e8a5fa48f29da42db_94)] [added: 1](#i314ab7b5a1ca4e6c95c689299def9391_97)] | | | [Organization and Business of [removed: Company](#i73b29956abc6447e8a5fa48f29da42db_94)] [added: Company](#i314ab7b5a1ca4e6c95c689299def9391_97)] | | | [removed: [80](#i73b29956abc6447e8a5fa48f29da42db_94)] [added: [67](#i314ab7b5a1ca4e6c95c689299def9391_97)] | | |

| [Note [removed: 2](#i73b29956abc6447e8a5fa48f29da42db_97)] [added: 2](#i314ab7b5a1ca4e6c95c689299def9391_100)] | | | [Summary of Significant Accounting [removed: Policies](#i73b29956abc6447e8a5fa48f29da42db_97)] [added: Policies](#i314ab7b5a1ca4e6c95c689299def9391_100)] | | | [removed: [83](#i73b29956abc6447e8a5fa48f29da42db_97)] [added: [69](#i314ab7b5a1ca4e6c95c689299def9391_100)] | | |

| [Note [removed: 3](#i73b29956abc6447e8a5fa48f29da42db_100)] [added: 3](#i314ab7b5a1ca4e6c95c689299def9391_103)] | | | [Discontinued [removed: Operations](#i73b29956abc6447e8a5fa48f29da42db_100)] [added: Operations](#i314ab7b5a1ca4e6c95c689299def9391_103)] | | | [removed: [90](#i73b29956abc6447e8a5fa48f29da42db_100)] [added: [76](#i314ab7b5a1ca4e6c95c689299def9391_103)] | | |

| [removed: [Note 4](#i73b29956abc6447e8a5fa48f29da42db_103)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_106) [4](#i314ab7b5a1ca4e6c95c689299def9391_106)] | | | [Loan [removed: Receivable](#i73b29956abc6447e8a5fa48f29da42db_103)] [added: Receivable](#i314ab7b5a1ca4e6c95c689299def9391_106)] | | | [removed: [92](#i73b29956abc6447e8a5fa48f29da42db_103)] [added: [77](#i314ab7b5a1ca4e6c95c689299def9391_106)] | | |

| [removed: [Note 5](#i73b29956abc6447e8a5fa48f29da42db_106)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_109) [5](#i314ab7b5a1ca4e6c95c689299def9391_109)] | | | [Restricted Cash and Cash [removed: Equivalents](#i73b29956abc6447e8a5fa48f29da42db_106)] [added: Equivalents](#i314ab7b5a1ca4e6c95c689299def9391_109)] | | | [removed: [92](#i73b29956abc6447e8a5fa48f29da42db_106)] [added: [77](#i314ab7b5a1ca4e6c95c689299def9391_109)] | | |

| [removed: [Note 6](#i73b29956abc6447e8a5fa48f29da42db_109)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_112) [6](#i314ab7b5a1ca4e6c95c689299def9391_112)] | | | [Accounts Receivable, [removed: Net](#i73b29956abc6447e8a5fa48f29da42db_109)] [added: Net](#i314ab7b5a1ca4e6c95c689299def9391_112)] | | | [removed: [93](#i73b29956abc6447e8a5fa48f29da42db_109)] [added: [78](#i314ab7b5a1ca4e6c95c689299def9391_112)] | | |

| [removed: [Note 7](#i73b29956abc6447e8a5fa48f29da42db_112)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_115) [7](#i314ab7b5a1ca4e6c95c689299def9391_115)] | | | [Property and Equipment, [removed: Net](#i73b29956abc6447e8a5fa48f29da42db_112)] [added: Net](#i314ab7b5a1ca4e6c95c689299def9391_115)] | | | [removed: [93](#i73b29956abc6447e8a5fa48f29da42db_112)] [added: [78](#i314ab7b5a1ca4e6c95c689299def9391_115)] | | |

| [removed: [Note 8](#i73b29956abc6447e8a5fa48f29da42db_115)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_118) [8](#i314ab7b5a1ca4e6c95c689299def9391_118)] | | | [Leasehold Interests in Land, [removed: Net](#i73b29956abc6447e8a5fa48f29da42db_115)] [added: Net](#i314ab7b5a1ca4e6c95c689299def9391_118)] | | | [removed: [94](#i73b29956abc6447e8a5fa48f29da42db_115)] [added: [79](#i314ab7b5a1ca4e6c95c689299def9391_118)] | | |

| [removed: [Note 9](#i73b29956abc6447e8a5fa48f29da42db_118)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_121) [9](#i314ab7b5a1ca4e6c95c689299def9391_121)] | | | [Goodwill [removed: and](#i73b29956abc6447e8a5fa48f29da42db_118) [Intangible] [added: and Intangible] Assets, [removed: Net](#i73b29956abc6447e8a5fa48f29da42db_118)] [added: Net](#i314ab7b5a1ca4e6c95c689299def9391_121)] | | | [removed: [95](#i73b29956abc6447e8a5fa48f29da42db_118)] [added: [80](#i314ab7b5a1ca4e6c95c689299def9391_121)] | | |

| [removed: [Note 10](#i73b29956abc6447e8a5fa48f29da42db_121)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_124) [10](#i314ab7b5a1ca4e6c95c689299def9391_124)] | | | [Other Accrued [removed: Liabilities](#i73b29956abc6447e8a5fa48f29da42db_121)] [added: Liabilities](#i314ab7b5a1ca4e6c95c689299def9391_124)] | | | [removed: [96](#i73b29956abc6447e8a5fa48f29da42db_121)] [added: [81](#i314ab7b5a1ca4e6c95c689299def9391_124)] | | |

| [removed: [Note 11](#i73b29956abc6447e8a5fa48f29da42db_124)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_127) [1](#i314ab7b5a1ca4e6c95c689299def9391_127)[1](#i314ab7b5a1ca4e6c95c689299def9391_127)] | | | [Derivative [removed: Instruments](#i73b29956abc6447e8a5fa48f29da42db_124)] [added: Instruments](#i314ab7b5a1ca4e6c95c689299def9391_127)] | | | [removed: [97](#i73b29956abc6447e8a5fa48f29da42db_124)] [added: [81](#i314ab7b5a1ca4e6c95c689299def9391_127)] | | |

| [removed: [Note 15](#i73b29956abc6447e8a5fa48f29da42db_136)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_139) [1](#i314ab7b5a1ca4e6c95c689299def9391_139)[5](#i314ab7b5a1ca4e6c95c689299def9391_139)] | | | [Fair Value [removed: Disclosures](#i73b29956abc6447e8a5fa48f29da42db_136)] [added: Disclosures](#i314ab7b5a1ca4e6c95c689299def9391_139)] | | | [removed: [112](#i73b29956abc6447e8a5fa48f29da42db_136)] [added: [93](#i314ab7b5a1ca4e6c95c689299def9391_139)] | | |

| [removed: [Note 17](#i73b29956abc6447e8a5fa48f29da42db_142)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_145) [1](#i314ab7b5a1ca4e6c95c689299def9391_145)[7](#i314ab7b5a1ca4e6c95c689299def9391_145)] | | | [Commitments and [removed: Contingencies](#i73b29956abc6447e8a5fa48f29da42db_142)] [added: Contingencies](#i314ab7b5a1ca4e6c95c689299def9391_145)] | | | [removed: [117](#i73b29956abc6447e8a5fa48f29da42db_142)] [added: [98](#i314ab7b5a1ca4e6c95c689299def9391_145)] | | |

| [removed: [Note 18](#i73b29956abc6447e8a5fa48f29da42db_145)] [added: Stock-based compensation] | | | [removed: [Stock-Based](#i73b29956abc6447e8a5fa48f29da42db_145) [Compensation](#i73b29956abc6447e8a5fa48f29da42db_145)] [added: —] | | | [removed: [121](#i73b29956abc6447e8a5fa48f29da42db_145)] | | | [added: — | | | | | | 54 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 56 | | |]

| [removed: [Note 19](#i73b29956abc6447e8a5fa48f29da42db_151)] [added: [Note](#i314ab7b5a1ca4e6c95c689299def9391_154) [1](#i314ab7b5a1ca4e6c95c689299def9391_154)[9](#i314ab7b5a1ca4e6c95c689299def9391_154)] | | | [Related Party [removed: Transactions](#i73b29956abc6447e8a5fa48f29da42db_151)] [added: Transactions](#i314ab7b5a1ca4e6c95c689299def9391_154)] | | | [removed: [125](#i73b29956abc6447e8a5fa48f29da42db_151)] [added: [104](#i314ab7b5a1ca4e6c95c689299def9391_154)] | | |

| [Note [removed: 21](#i73b29956abc6447e8a5fa48f29da42db_157)] [added: 2](#i314ab7b5a1ca4e6c95c689299def9391_160)[1](#i314ab7b5a1ca4e6c95c689299def9391_160)] | | | [Selected Quarterly Financial Results [removed: (Unaudited)](#i73b29956abc6447e8a5fa48f29da42db_157)] [added: (Unaudited)](#i314ab7b5a1ca4e6c95c689299def9391_160)] | | | [removed: [131](#i73b29956abc6447e8a5fa48f29da42db_157)] [added: [111](#i314ab7b5a1ca4e6c95c689299def9391_160)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i73b29956abc6447e8a5fa48f29da42db_163)] [added: Accounts](#i314ab7b5a1ca4e6c95c689299def9391_166)] | | | | | | [removed: [132](#i73b29956abc6447e8a5fa48f29da42db_163)] [added: [112](#i314ab7b5a1ca4e6c95c689299def9391_166)] | | |

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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) [removed: (PCAOB),] [added: (“PCAOB”),] the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 7, [removed: 2024,] [added: 2025,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

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

A substantial portion of the provision for [added: expected] credit losses relates to gross casino receivables.

The Company records the provision for [added: expected] 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 [added: 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 [removed: auditor's] [added: 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 [removed: adjustment.][added: adjustments.]

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

- We tested the [removed: 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 [removed: quantitative and] qualitative [added: and quantitative] information used by management in those controls.

- Performed a retrospective analysis of [added: the] historical [removed: reserves] [added: provision for expected credit losses on casino receivables by] evaluating subsequent collections and write-offs.

- For a selection of casino receivables, we (1) obtained evidence related to payment history and correspondence with the casino patron, (2) evaluated management’s use of qualitative and quantitative information in establishing a provision for expected credit losses on casino receivables, and (3) examined subsequent [removed: settlement,] [added: settlements,] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (“COSO”).]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by [removed: COSO*.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (PCAOB),] [added: (“PCAOB”),] the [removed: consolidated] financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February 7, [removed: 2024,] [added: 2025,] expressed an unqualified opinion on those financial statements.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| [Note](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) [1](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954)[2](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | | [Debt](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | | [82](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | |

| [Note](#i314ab7b5a1ca4e6c95c689299def9391_133) [1](#i314ab7b5a1ca4e6c95c689299def9391_133)[3](#i314ab7b5a1ca4e6c95c689299def9391_133) | | | [Equity](#i314ab7b5a1ca4e6c95c689299def9391_133) | | | [87](#i314ab7b5a1ca4e6c95c689299def9391_133) | | |

| [Note](#i314ab7b5a1ca4e6c95c689299def9391_136) [1](#i314ab7b5a1ca4e6c95c689299def9391_136)[4](#i314ab7b5a1ca4e6c95c689299def9391_136) | | | [Income Taxes](#i314ab7b5a1ca4e6c95c689299def9391_136) | | | [90](#i314ab7b5a1ca4e6c95c689299def9391_136) | | |

| [Note 1](#i314ab7b5a1ca4e6c95c689299def9391_142)[6](#i314ab7b5a1ca4e6c95c689299def9391_142) | | | [Leases](#i314ab7b5a1ca4e6c95c689299def9391_142) | | | [95](#i314ab7b5a1ca4e6c95c689299def9391_142) | | |

| [Note 1](#i314ab7b5a1ca4e6c95c689299def9391_148)[8](#i314ab7b5a1ca4e6c95c689299def9391_148) | | | [Stock-Based Compensation](#i314ab7b5a1ca4e6c95c689299def9391_148) | | | [101](#i314ab7b5a1ca4e6c95c689299def9391_148) | | |

| [Note](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) [20](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | | [Segment Information](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | | [106](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | |

The Company also monitors regional and global economic conditions and forecasts in their evaluation of the adequacy of the recorded reserves.

| February 7, 2025 | | |

| Debt | | | 10,592 | | | | | | 12,129 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,446 | | | | | | 306 | | | | | | 1,752 | | |

| Repurchase of common stock | | | — | | | | | | (1,768) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,768) | | |

| Settlement of contracts for purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (203) | | | | | | — | | | | | | — | | | | | | (12) | | | | | | (215) | | |

| Unsettled contract for purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (35) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35) | | |

| Capped call option contract | | | — | | | | | | — | | | | | | (48) | | | | | | — | | | | | | — | | | | | | — | | | | | | (48) | | |

| Dividends declared ($0.80 per share) (Note 13) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (591) | | | | | | — | | | | | | (591) | | |

| Balance at December 31, 2024 | | | $ | 1 | | | | | $ | (6,759) | | | | | $ | 6,245 | | | | | $ | (58) | | | | | $ | 3,455 | | | | | $ | 276 | | | | | $ | 3,160 | |

| Tax withholding on vesting of equity awards | | | (5) | | | | | | (2) | | | | | | (1) | | |

| Settled contracts for purchase of noncontrolling interest | | | (215) | | | | | | — | | | | | | — | | |

| Capped call option contract | | | (48) | | | | | | — | | | | | | — | | |

| Excise tax accrued on repurchase of common stock | | | $ | 17 | | | | | $ | 5 | | | | | $ | — | |

The Company’s operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

The third and fourth hotel towers will consist of 1,382 and 1,023 rooms and suites, respectively, upon completion of the conversion of the Sheraton Grand Macao into the Londoner Grand hotel as part of Phase II of The Londoner Macao (see “Development Projects” for further information).

Of this total, 33.36 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2024) must be invested in non-gaming projects.

These investments must be realized by December 2032.

Pursuant to the Concession, the Company has spent approximately $168 million on these projects for the year ending December 31, 2023.

This amount was reviewed and confirmed as qualified spend under the Concession by the Macao government following an audit conducted in July 2024, with results issued in November 2024.

The Macao government conducts an annual audit to confirm qualified concession investments for the prior year.

As of the date of this filing, the audit process for 2024 investments has not yet commenced.

The Company’s Investment Plan in Macao includes investments in projects across a number of key areas including attracting international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed attractions, supporting Macao’s status as a city of gastronomy, and enhancing community and maritime tourism.

The Company's vision is to elevate Macao's status in the international convention sector.

To this end, the Company is proposing the construction of a state-of-the-art MICE facility.

This expansion aims to increase the Company's hosting capacity and enhance Macao’s appeal as a premier destination for significant corporate events, supported by advanced resources to help organize such events and targeted marketing strategies.

The Company plans to transform the Le Jardin garden, situated adjacent to The Londoner Macao, into a distinctive garden-themed attraction.

Key highlights include an iconic conservatory and meticulously designed themed green spaces.

The Company anticipates this venue will evolve into a renowned Macao landmark and year-round attraction for tourists and local residents, further solidifying Macao's reputation as a premier destination.

Londoner Grand casino opened on September 26, 2024.

The Sheraton Grand Macao is being converted into the Londoner Grand hotel and represents Macao’s first Marriott International Luxury Collection hotel.

As of December 31, 2024, more than 300 newly renovated rooms and suites were available for occupancy at the Londoner Grand and upon completion will have 2,405 rooms and suites.

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

The Company’s estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, land premiums and the pending purchase of an additional 2,000 square meters of gaming area (the “Additional Gaming Area”), increasing Marina Bay Sands’ total approved gaming area to 17,000 square meters across the existing property and the MBS Expansion Project.

| [Note 12](#i73b29956abc6447e8a5fa48f29da42db_127) | | | [Long-Term Debt](#i73b29956abc6447e8a5fa48f29da42db_127) | | | [98](#i73b29956abc6447e8a5fa48f29da42db_127) | | |

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

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

| [Note 16](#i73b29956abc6447e8a5fa48f29da42db_139) | | | [Leases](#i73b29956abc6447e8a5fa48f29da42db_139) | | | [113](#i73b29956abc6447e8a5fa48f29da42db_139) | | |

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

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

| February 7, 2024 | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

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

| Long-term debt | | | 12,129 | | | | | | 13,947 | | |

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

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

| Loss on modification or early retirement of debt | | | — | | | | | | — | | | | | | (137) | | |

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

| Balance at January 1, 2021 | | | $ | 1 | | | | | $ | (4,481) | | | | | $ | 6,611 | | | | | $ | 29 | | | | | $ | 813 | | | | | $ | 565 | | | | | $ | 3,538 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (961) | | | | | | (315) | | | | | | (1,276) | | |

| Loss on modification or early retirement of debt | | | — | | | | | | — | | | | | | 137 | | |

| Make-whole premium on early extinguishment of debt | | | — | | | | | | — | | | | | | (131) | | |

| Less: cash and cash equivalents at end of period for discontinued operations | | | — | | | | | | — | | | | | | (55) | | |

| Cash, cash equivalents and restricted cash and cash equivalents at end of period for continuing operations | | | $ | 5,229 | | | | | $ | 6,436 | | | | | $ | 1,870 | |

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.

Summary

The Company has a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $5.11 billion and access to $1.50 billion, $2.49 billion and $446 million of available borrowing capacity from the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapore Revolving Facility, respectively, as of December 31, 2023.

The Company believes it is able to support continuing operations and complete its major construction projects that are underway.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally and was completed during 2022.

The third hotel tower consists of 1,842 rooms and suites under the Sheraton brand.

The fourth hotel tower consists of 2,126 rooms and suites under the Sheraton brand.

$3.76 billion at exchange rates in effect on December 31, 2023) through 2032 on both capital and operating projects, including 27.80 billion patacas (approximately $3.45 billion at exchange rates in effect on December 31, 2023) in non-gaming projects that will also appeal to international visitors.

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.

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

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.

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 Second Development Agreement provides for a total minimum project cost of approximately 4.5 billion Singapore dollars (“SGD,” approximately $3.4 billion at exchange rates in effect on December 31, 2023).

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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, management concluded, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about [removed: March 28, 2024] [added: April 3, 2025] (the “Proxy Statement”), including under the captions “Board of [removed: Directors,”] [added: Director Nominees,”] “Executive [removed: Officers,” “Delinquent Section 16(a) Reports”] [added: Officers”] and “Information Regarding the Board [removed: of Directors] and [removed: Board and Other] [added: Its] Committees.”

We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

| 2.1† | | | | | | [Purchase and Sale Agreement dated as of March 2, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm)[eport] on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) | | |

| 2.2† | | | | | | [Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp. and VICI Properties L.P. (incorporated by reference from Exhibit 2.2 to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm)[eport] on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) | | |

| [removed: 2.3††] [added: 2.3^] | | | | | | [Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 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-ex21x09x302021.htm) | | |

| [removed: 2.4††] [added: 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 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) | | |

| 3.1 | | | | | | [Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2018 and filed on July 25, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm)] | | |

| 3.2* | | | | | | [removed: [Third](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000048/lvs-ex32_20231231x10k.htm) [Amended] [added: [Fourth Amended] and Restated By-Laws of Las Vegas Sands Corp., as further amended effective [removed: 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)] [added: January 28, 2025](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex32_20241231x10k.htm).] | | |

| 4.1 | | | | | | [Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company's Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-4_1.htm)] [added: 2004).](https://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-4_1.htm)] | | |

| 4.2 | | | | | | [Indenture, dated as of August 9, 2018, 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 August 10, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000105/lvs_ex4108092018.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000105/lvs_ex4108092018.htm)] | | |

| 4.3 | | | | | | [Indenture, dated as of [removed: June 4, 2020,] [added: July 31, 2019,] between [removed: SCL] [added: Las Vegas Sands Corp.] and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s [removed: current report] [added: 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: July 31, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex41.htm)] | | |

| [removed: 4.4] [added: 10.26+] | | | | | | [removed: [Forms of 3.800% Senior Notes due 2026] [added: [Las Vegas Sands Corp. Amended] and [removed: 4.375% Senior Notes due 2030] [added: Restated 2004 Equity Award Plan] (incorporated by reference from Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000102/lvs_ex41x06042020.htm) [to] [added: 10.1 to] the [removed: Company’s current report] [added: 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: May 20, 2019)](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm).] | | |

| [removed: 4.5] [added: 10.50^] | | | | | | [removed: [Indenture,] [added: [Second Supplemental Agreement,] dated [removed: as of September 23, 2021,] [added: January 8, 2025,] between [removed: SCL] [added: the Singapore Tourism Board] and [removed: U.S. Bank National Association, as trustee] [added: Marina Bay Sands Pte. Ltd.] (incorporated by reference from Exhibit [removed: 4.1] [added: 10.1] 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: January 10, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000003/lvs_ex101x01102025.htm)] | | |

| [removed: 4.7] [added: 10.31+] | | | | | | [removed: [Indenture,] [added: [Employment Agreement,] dated [removed: as of July 31,] [added: August 19,] 2019, [removed: between] [added: among] Las Vegas Sands [removed: Corp.] [added: Corp., Las Vegas Sands, LLC] and [removed: U.S. Bank National Association, as trustee] [added: D. Zachary Hudson] (incorporated by reference from Exhibit [removed: 4.1] [added: 10.2] to the [removed: Company’s Current] [added: Company's Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 001-32373) [added: for the quarter ended June 30, 2020 and] filed on July [removed: 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex41.htm)] [added: 24, 2020)](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000122/lvsex102x06302020.htm).] | | |

| [removed: 4.9] [added: 10.48+] | | | | | | [removed: [Form of Las] [added: [Las] Vegas Sands [removed: Corp.’s 3.200% Notes due 2024](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm) [(incorporated] [added: Corp. Amended and Restated 2004 Equity Award Plan (incorporated] by reference from Exhibit [removed: 4.3] [added: 10.1] to the [removed: Company’s Current Report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000100/lvs_ex101x05102024.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000100/lvs_ex101x05102024.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000100/lvs_ex101x05102024.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000100/lvs_ex101x05102024.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex42.htm)] [added: May 10, 2024).](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000100/lvs_ex101x05102024.htm)] | | |

| [removed: 4.11] [added: 10.22+] | | | | | | [removed: [Form of Las] [added: [Las] Vegas Sands [removed: Corp.’s 3.500% Notes due 2026](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm) [(incorporated] [added: Corp. Amended and Restated Executive Cash Incentive Plan (incorporated] by reference from Exhibit [removed: 4.5] [added: 10.9] to the [removed: Company’s Current] [added: Company's Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. [removed: 001-32373)] [added: 001-32373 for the quarter ended June 30, 2018 and] filed on July [removed: 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex44.htm)] [added: 25, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm)] | | |

| [removed: 4.13] [added: 10.6] | | | | | | [removed: [Form] [added: [Investor Rights Agreement, dated as] of [added: September 30, 2008, by and between] Las Vegas Sands [removed: Corp.’s 3.900% Notes due 2029](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm) [(incorporated] [added: Corp. and the Investor named therein (incorporated] by reference from Exhibit [removed: 4.7] [added: 10.3] to the [removed: Company’s Current] [added: Company's 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 [removed: July 31, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519208866/d778296dex46.htm)] [added: November 10, 2008).](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w3.htm)] | | |

| [removed: 4.15] [added: 10.10+] | | | | | | [removed: [Form of Las] [added: [Las] Vegas Sands [removed: Corp.’s 2.900% Notes due 2025](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm) [(incorporated] [added: Corp. Non-Employee Director Deferred Compensation Plan (incorporated] by reference from Exhibit [removed: 4.3] [added: 10.88] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] (File No. 001-32373) [added: for the year ended December 31, 2011 and] filed on [removed: November 25, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000119312519299866/d822040dex42.htm)] [added: February 29, 2012).](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)] | | |

| [removed: 4.16] [added: 10.9+] | | | | | | [removed: [Description] [added: [Form] of [removed: Capital] [added: Nonqualified] Stock [added: Option Agreement under the 2004 Equity Award Plan] (incorporated by reference from Exhibit [removed: 4.13] [added: 10.51] to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, [removed: 2019] [added: 2010] and filed on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000011/lvs-ex41320191231x10k.htm)] [added: March 1, 2011).](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)] | | |

| [removed: 10.1] [added: 10.49^] | | | | | | [Facility Agreement dated [removed: November 20, 2018,] [added: October 23, 2024,] among Sands China Ltd., Bank of China Limited, Macau Branch, as agent, [added: and] the arrangers [removed: listed therein] and [removed: the original] lenders listed therein (incorporated by reference from Exhibit [removed: 10.9] [added: 10.1] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-32373) for the [removed: year] [added: quarter] ended [removed: December 31, 2018] [added: September 30, 2024] and filed on [removed: February 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)] [added: October 25, 2024).](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000136/lvs_ex101x09302024.htm)] | | |

| [removed: 10.2†] [added: 10.30†] | | | | | | [removed: [Waiver and Amendment Request] [added: [Amendment] Letter, dated [removed: March 27,] [added: June 18,] 2020, with respect to the [removed: Facility Agreement,] [added: facility agreement, originally] dated as of [removed: November 20, 2018, by] [added: June 25, 2012 (as amended, restated, amended] and [added: restated, supplemented and otherwise modified)] among [added: Marina Bay] Sands [removed: China] [added: Pte.] Ltd., [removed: as borrower,] [added: the lenders party thereto, DBS] Bank [removed: of China Limited, Macau Branch,] [added: Ltd.,] as [added: the] agent, and the [removed: arrangers and lenders party] [added: other parties] thereto (incorporated by reference from Exhibit 10.1 to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: March 27, 2020).](http://www.sec.gov/Archives/edgar/data/1300514/000130051420000024/lvsex101x03272020.htm)] [added: June 19, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm)] | | |

| [removed: 10.3†] [added: 10.28] | | | | | | [removed: [Waiver Extension and] [added: [Third] Amendment [removed: Request Letter, dated September 11, 2020, with respect to the Facility] [added: and Restatement] Agreement, dated as of [removed: November 20, 2018 by and] [added: August 30, 2019,] among [added: Marina Bay] Sands [removed: China] [added: Pte.] Ltd., as borrower, [added: the various lenders party thereto and DBS] Bank [removed: of China Limited, Macau Branch,] [added: Ltd.,] as [removed: agent,] [added: agent] and [removed: the arrangers] [added: security trustee] and [removed: lenders party] [added: the other parties] thereto (incorporated by reference from Exhibit 10.1 to the Company’s [removed: current report] [added: Current Report] on Form 8-K (File No. 001-32373) filed on September [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000127/lvs_ex101x09112020.htm)] [added: 4, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000086/lvsex101x09042019.htm)] | | |

| [removed: 10.4†] [added: 10.36†] | | | | | | [removed: [Waiver Extension and Amendment Request] [added: [Amendment] Letter, dated [removed: July] [added: September] 7, 2021, with respect to the [removed: Facility Agreement,] [added: facility agreement, originally] dated as of [removed: November 20, 2018, by] [added: June 25, 2012 (as amended, restated, amended] and [added: restated, supplemented and otherwise modified)] among [added: Marina Bay] Sands [removed: China] [added: Pte.] Ltd., [removed: as borrower,] [added: the lenders party thereto, DBS] Bank [removed: of China Limited, Macau Branch,] [added: Ltd.,] as [added: the] agent, and the [removed: arrangers and lenders party] [added: other parties] thereto (incorporated by reference from Exhibit 10.1 to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: July] [added: September] 7, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/0001300514/000130051421000096/lvs_ex101x07072021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000129/lvs-ex101x09072021.htm)] | | |

| [removed: 10.5†] [added: 10.14] | | | | | | [removed: [Waiver Extension and] [added: [Second] Amendment [removed: Request Letter,] [added: and Restatement Agreement] dated [removed: November 30, 2022, with respect] [added: as of March 14, 2018,] to the Facility Agreement, dated as of [added: June 25, 2012 (as amended by an amendment agreement dated] November 20, [removed: 2018,] [added: 2013 and further amended and restated] by [added: an amendment] and [added: restatement agreement dated August 29, 2014),] among [added: Marina Bay] Sands [removed: China Ltd,] [added: Pte. Ltd.,] as borrower, [removed: Bank of China Limited, Macau Branch, as agent, and the arrangers and] [added: various] lenders party thereto [added: and DBS Bank Ltd. as agent and security trustee] (incorporated by reference from Exhibit 10.1 to the [removed: Company’s current report] [added: Company's Quarterly Report] on Form [removed: 8-K] [added: 10-Q] (File No. 001-32373) [added: for the quarter ended March 31, 2018 and] filed on [removed: November 30, 2022)](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000133/lvs_ex101x11302022.htm)] [added: April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)] | | |

| [removed: 10.6] [added: 10.37] | | | | | | [removed: [Amended] [added: [Fourth Amendment] and [removed: Restated Facility Agreement] [added: Restatement Agreement,] dated [removed: May 11, 2023,] [added: as of February 9, 2022,] among [added: Marina Bay] Sands [removed: China] [added: Pte.] Ltd., [added: as borrower, and DBS] Bank [removed: of China Limited, Macau Branch,] [added: Ltd.,] as [removed: agent, the arrangers listed therein] [added: agent] and [removed: the original lenders listed therein] [added: security trustee] (incorporated by reference from Exhibit 10.1 to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: May 12, 2023).](https://www.sec.gov/Archives/edgar/data/1300514/000130051423000064/lvs_ex101x05112023.htm)] [added: February 14, 2022).](https://www.sec.gov/Archives/edgar/data/1300514/000130051422000014/lvs_ex101x02092022.htm)] | | |

| [removed: 10.7] [added: 10.46†] | | | | | | [Revolving Credit Agreement, dated as [removed: of August 9, 2019,] [added: April 3, 2024,] by and among Las Vegas Sands Corp., [added: as borrower,] the [removed: Lenders] [added: lenders and issuing banks] from time to time party thereto and The Bank of Nova Scotia, as [removed: Administrative Agent] [added: administrative agent, swingline lender] and [removed: Issuing Bank] [added: an issuing bank.] (incorporated by reference from Exhibit 10.1 to the [removed: Company’s Current Report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000055/lvs_ex101x04032024.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000055/lvs_ex101x04032024.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000055/lvs_ex101x04032024.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000055/lvs_ex101x04032024.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: August 12, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000079/lvsex101x08122019.htm)] [added: April 3, 2024).](https://www.sec.gov/Archives/edgar/data/1300514/000130051424000055/lvs_ex101x04032024.htm)] | | |

| [removed: 10.8†] [added: 10.35+] | | | | | | [removed: [Amendment No. 1] [added: [First Amendment] to [removed: Revolving Credit] [added: Employment] Agreement, dated [removed: as of September 23, 2020, by and] [added: March 24, 2021,] among Las Vegas Sands Corp., [removed: the Lenders from time to time party thereto] [added: Las Vegas Sands, LLC] and [removed: The Bank of Nova Scotia, as Administrative Agent] [added: D. Zachary Hudson] (incorporated by reference from Exhibit [removed: 10.1] [added: 10.4] to the [removed: Company’s current report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex104x03222021.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex104x03222021.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex104x03222021.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex104x03222021.htm)[eport] on Form 8-K (File No. 001-32373) filed on [removed: September 23, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000130/lvs_ex101x09232020.htm)] [added: March 24, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex104x03222021.htm)] | | |