Las Vegas Sands Annual Report 2022

Plain-text annual report

ANNUAL REPORT 2022 FELLOW SHAREHOLDERS, I am pleased to present to you our 2022 Annual Report. Beginning in early 2020, the reduction in travel and tourism spending related to the pandemic dramatically impacted the operating environment in each of our markets. This reduction in travel and tourism spending continued to impact our ﬁnancial results throughout 2021 and 2022. We were fortunate that a recovery in travel and tourism spending in Singapore began in April 2022, as many travel restrictions were relaxed. In Macao, many travel restrictions were relaxed in January 2023, and the recovery process in that market is now underway. We have conﬁdence that travel and tourism spending in each of our markets will exhibit strong growth as travel and tourism spending continue the recovery process in 2023 and the years ahead. Over the last three years, we have invested in strategic initiatives that will contribute to future growth as the recovery in travel and tourism spending comes to fruition. In addition, we have maintained our focus on the safety and well-being of our Team Members and guests, and on providing support to those most impacted in our host communities of Macao and Singapore. While we implemented a wide range of cost control measures over the last three years, we continued to maintain our commitments to our employees, avoid mass workforce reductions and protect jobs and health care beneﬁts for our Team Members. Our focus on the well-being of our people and our communities directly reﬂects the values of our visionary founder, Mr. Sheldon G. Adelson, who passed away in 2021. We remain deeply committed to continuing to execute his vision for the Company while building upon his legacy. Nowhere is that legacy more evident than in our market leading investments in Macao. Sands China has now invested more than $15 billion to deliver on our promise to help Macao in its economic diversiﬁcation and its continued evolution into Asia’s leading business and leisure tourism destination. We were gratiﬁed to receive in late 2022 a concession to operate in Macao through 2032, which will enable us to continue our decades-long commitment to investing in the business and leisure tourism appeal of Macao and to contribute to its growth objectives as a world center of business and leisure tourism. Despite the challenging operating environment in 2020, 2021 and 2022, our scale and ﬁnancial strength allowed us to continue our capital investment programs in support of Macao’s diversiﬁcation and long-term development objectives throughout the last three years. These expansion programs included the addition of luxurious new suite offerings at the Grand Suites at Four Seasons, as well as the expansion and transformation of Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao. We believe these new offerings, together with the unrivaled scale of our additional Integrated Resort offerings in Macao, position us exceedingly well to beneﬁt from the travel and tourism recovery that is now underway. We have also continued to invest in our existing facilities at Marina Bay Sands. Our ongoing $1 billion investment program, designed to meaningfully enhance our suite product offerings and the appeal of our market-leading Integrated Resort in Singapore to premium customers seeking immersive travel experiences, will be completed by the end of 2023. In addition, we remain enthusiastic about our plans for the expansion of Marina Bay Sands in the years ahead. The ongoing recovery in travel and tourism spending in Singapore that began in 2022 will continue during 2023 and the years ahead. We remain optimistic that a full recovery in travel and tourism spending in Singapore will occur, and we look forward to continuing to contribute to the success of Singapore as a leading leisure and business tourism destination. Additionally, we reached an agreement in March of 2021 to sell our Las Vegas operations and assets for approximately $6.25 billion, and we completed that sale in the ﬁrst quarter of 2022. The proceeds from the sale enhanced our balance sheet strength and liquidity and enabled us to continue investing in future growth opportunities in both Macao and Singapore, while pursuing additional growth opportunities in new markets. Looking ahead, we believe we are very well positioned to deliver growth as travel and tourism spending in Asia continue to recover. We look forward to future investment in our properties and communities in both Macao and Singapore. In addition, we believe there are meaningful potential development opportunities in emerging jurisdictions in both the U.S. and elsewhere where capital investment could provide a substantial economic beneﬁt to those jurisdictions while delivering strong returns for the Company. We remain deeply committed to our mission of enhancing the leisure and business tourism appeal of our host markets, creating local employment opportunities, investing in our people and our communities, and providing growth opportunities for local businesses while protecting our environment. Our success in these areas is only possible through the contributions of our Team Members. They have responded to the challenges and opportunities presented during the last three years with optimism, creativity, and resilience. I am grateful for their efforts. Thank you for the conﬁdence you have placed in our Company. We look forward to sharing our ongoing success with you in the years ahead. Robert G. Goldstein Chairman of the Board and Chief Executive Officer March 31, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiff scal year ended December 31, 2022 or TRARR NSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ☐ For the transition period frff om to Commission fiff le number 001-32373 LAS VEGAS SANDS CORP. (Exact name of registrant as specififf ed in its charter) Nevada (St(( ate or other jurisii diction of ation or organi zii ation) r incorpor 5500 Haven Street Las Vegas, Nevada r (A(( ddress of prff i incipal exee ecutive offff iff ces)s 27-0099920 (I(( RII S EmEE plm oyer IdeII ntifi iff cation No.)NN 89119 (Z(( iZZ pi CodCC edd )e Title of Each Class Common Stock ($0.001 par value) Name of Each Exchange on Which Registered g New York Stock Exchange g Registrant's telephone number, including area code: (702) 923-9000 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol g y LVS Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defiff ned in RulRR e 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to fiff le reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has fiff led all reports required to be fiff led by Section 13 or 15(d) of the Securities Exchange Act of such shorter period that the registrant was required to fiff le such reports); and (2) has been subjb ect to such 1934 during the preceding 12 months (or forff fiff ling requirements forff the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically everyrr RulRR e 405 of Regulation S-T (§ 232.405 of this chapta er) during the preceding 12 months (or forff submit such fiff les). Yes ☒ No ☐ Interactive Data File required to be submitted pursuant to such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated fiff ler, an accelerated fiff ler, a non-accelerated fiff ler, smaller reporting company, or an emerging growth company. See the defiff nitions of "large accelerated fiff ler," "accelerated fiff ler," "smaller reporting company," and "emerging growth company" in RulRR e 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer Non-Accelerated Filer Accelerated Filer Smaller Reporting Company Emerging Growth Company ☐ ☐ ☐ ☒ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forff complying with any new or revised fiff nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has fiff led a report on and attestation to its management’s assessment of the effff eff ctiveness of its internal control over fiff nancial reporting under Section 404(b) of the Sarbar nes-Oxley Act (15 U.S.C. 7262(b)) by the registered publu ic accounting fiff rm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the fiff nancial statements of the registrant included in the fiff ling reflff ect the correction of an error to previously issued fiff nancial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryrr analysis of incentive-based compensation received by any of the registrant's executive offff iff cers during the relevant recoveryrr period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defiff ned in RulRR e 12b-2 of the Act). Yes ☐ No ☒ As of June 30, 2022, the last business day of the registrant's most recently completed second fiff scal quarter, the aggregate market value of the registrant's common stock held by non-affff iff liates of the registrant was $11,116,269,494 based on the closing sale price on that date as reported on the New York Stock Exchange. The Company had 764,273,371 shares of common stock outstanding as of Februar ryrr 1, 2023. Portions of the defiff nitive Proxy Statement to be used in connection with the registrant's 2023 Annual Meeting of Stockholders are incorpor Part III (Item 10 through Item 14) of this Annual Report on Form 10-K. rated into DOCUMENTS INCORPORARR TED BY REFERENCE Las Vegas Sands Corp. Table of Contents PART I ITEM 1 — BUSINESS ......................................................................................................................... ITEM 1A — RISK FACTORS ................................................................................................................ ITEM 1B — UNUU RESOLVED STAFF COMMENTS............................................................................. ITEM 2 — PROPERTIES..................................................................................................................... ITEM 3 — LEGAL PROCEEDINGS................................................................................................... ITEM 4 — MINE SAFETY DISCLOSURES ...................................................................................... PART II ITEM 5 — MARKET FOR REGISTRARR NAA T'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANAA D ISSUER PURCHASES OF EQUITY SECURITIES........................ ITEM 6 — [RESERVR ED]..................................................................................................................... ITEM 7 — MANA AGEMENT'S DISCUSSION ANAA D ANAA ALYSIS OF FINANA CIAL CONDITION ANAA D RESULTS OF OPERARR TIONS.............................................................................. ITEM 7A — QUANA TITATIVE ANAA D QUALITATIVE DISCLOSURES ABOUT MARKET RISK .. ITEM 8 — FINANAA CIAL STATEMENTS ANAA D SUPPLEMENTARY DATA................................... ITEM 9 — CHANAA GES IN ANAA D DISAGREEMENTS WITH ACCOUNU TANAA TS ON ACCOUNU TING ANAA D FINANAA CIAL DISCLOSURE .................................................... ITEM 9A — CONTROLS ANA D PROCEDURES .................................................................................. ITEM 9B — OTHER INFORMATION.................................................................................................. ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ............................................................................................................... PART III ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS ANAA D CORPORARR TE GOVERNRR ANAA CE ........... ITEM 11 — EXECUTIVE COMPENSATION ..................................................................................... ITEM 12 — SECURITY OWNWW ERSHIP OF CERTAIN BENEFICIAL OWNWW ERS ANAA D MANA AGEMENT ANA D RELATED STOCKHOLDER MATTERS............................. ITEM 13 — CERTAIN RELATIONSHIPS ANA D RELATED TRARR NAA SACTIONS, ANAA D DIRECTOR INDEPENDENCE ..................................................................................... ITEM 14 — PRINCIPAL ACCOUNUU TANAA T FEES ANA D SERVRR ICES ................................................... PART IV ITEM 15 — EXHIBITS ANAA D FINANAA CIAL STATEMENT SCHEDULES......................................... ITEM 16 — FORM 10-K SUMMARY .................................................................................................. SIGNATURES............................................................................................................................................. Page 3 22 40 40 41 41 42 43 44 69 70 132 132 133 133 133 133 133 133 133 134 141 142 2 ITEM 1. — BUSUU ISS NII ENN SEE SSS Our Company PART I Las Vegas Sands Corp.r 500 company and the leading global developer and operator of destination properties ("Integrated Resorts") that feff aturt e premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition faff cilities, celebrity chef restaurants and other amenities. ("LVSC," or together with its subsidiaries "we" or the "Company") is a Fortune t We currently own and operate Integrated Resorts in Macao and Singapor c e. We believe our geographi diversity, best-in-class properties and convention-based business model provide us with the best platforff m in the to continue generating growth and cash flff ow while simultaneously pursuing new hospitality and gaming industryrr ties. Our unique convention-based marketing strategy allows us to attract business travelers development opportuni during the slower mid-week periods while leisure travelers occupy our properties during the weekends. Our convention, trade show and meeting faff cilities, combined with the on-site amenities offff eff red at our Macao and Singapor e Integrated Resorts, provide flff exible and expansive space forff meetings, incentives, conventions and a exhibitions ("MICE"). a a t We focff us on the mass market, which comprises our most profiff tabla e gaming segment. We believe the mass market segment will continue to deliver long-term growth as a result of the introduction of more high-quality gaming faff cilities and non-gaming amenities into our markets, particularly in Asia. Our properties also cater to high-end players by providing them with luxuryrr amenities and premium service levels. These amenities include luxuryrr accommodations, restaurants, lounges, invitation-only clubs and private gaming salons. In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive faff cilities and represents an important part of our VIP gaming marketing strategy. We also offff eff r players club loyalty programs at our properties, which provide access to rewards, privileges and members-only events. Additionally, we believe being in the retail mall business and, specififf cally, owning some of the largest retail properties in Asia will provide meaningfulff us, particularly as the retail market in Asia continues to grow. value forff Through our 69.9% ownership of Sands China Ltd. ("SCL"), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region ("Macao") of the People's Republic of China ("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 Macao, Cotai Strip (the "Four Seasons Macao"); and the Sands Macao. In Singapor a Singapor a e's maja or tourist, business and retail destinations. e, we own and operate the iconic Marina Bay Sands, which opened in 2010 and is one of r We are dedicated to being a good corpor ate citizen, anchored by the core values of serving people, planet and our team members worldwide and pledge to communities. We strive to deliver a positive working environment forff promote the advancement of aspiring team members through a range of educational partnerships, grants and leadership training. We also drive social impact through our Sands Cares charitabla e giving and community engagement program, and environmental perforff mance through our award-winning Sands ECO360 global sustainabia lity program ("Sands ECO360"). Through Sands ECO360, we develop and implement environmental practices to protect naturt al resources, offff eff r our team members a safeff and healthy work environment, and enhance the resort experiences of our guests. the third consecutive year, we were named to the Dow Jones Sustainabia lity North America Index and to the Dow Jones Sustainabia lity World Index, recognizing our leadership and perforff mance across economic, environmental and social areas. We are committed to creating and investing in industry-rr leading policies and procedures to safeff guard our patrons, partners, employees and neighbors. Project Protect is our responsible gaming, anti-human traffff iff cking and fiff nancial crime prevention program. Our industry-rr leading Integrated Resorts provide substantial contributions to our host communities including growth in leisure and local small and medium-sized business tourism, sustained job creation and ongoing fiff nancial opportuni businesses. In 2022, forff ties forff t 3 rr LVSC was incorpor ated in Nevada in August 2004. Our common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "LVS." Our principal executive offff iff ce is located at 5500 Haven Street, Las Vegas, Nevada 89119 and our telephone number at that address is (702) 923-9000. Our website address is www.sands.com. The inforff mation on our website is not part of this Annual Report on Form 10-K. 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") fiff lings, and any amendments to those reports and any other fiff lings we fiff le with or furff nish to the SEC under the Securities Exchange Act of 1934 are made availabla e frff ee of charge on our website as soon as reasonabla y practicabla e aftff er they are electronically fiff led with, or furff nished to, the SEC and are also availabla e at the SEC's web site address at www.sec.gov. Investors and others should note we announce material fiff nancial inforff mation using our investor relations website (httpstt ://// i// nvestor.sands.com), our company website, SEC fiff lings, investor events, news and earnings releases, public confeff rence calls and webcasts. We use these channels to communicate with our investors and the public a about our company, our products and services, and other issues. In addition, we post certain infoff rmation regarding SCL, a subsidiaryrr of LVSC with ordinaryrr shares listed on The Stock Exchange of Hong Kong Limited, frff om time to time on our company website and our investor relations website. It is possible the inforff mation we post regarding SCL could be deemed to be material inforff mation. The contents of these websites are not intended to be incorpor ated by refeff rence into this Annual Report on Form 10-K or in any other report or document we fiff le or furff nish with the SEC, and any refeff rence to these websites are intended to be inactive textuat l refeff rences only. r This Annual Report on Form 10-K contains certain forff ward-looking statements. See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward- Looking Statements." a c areas: Macao and Singapor Our principal operating and developmental activities occur in two geographi e. Management reviews the results of operations forff each of its operating segments, which generally are our Integrated Resorts. In Macao, our operating segments are: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and Sands Macao. In Singapor e, our operating segment is Marina Bay Sands. 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 ryrr 22, 2022, which has been disclosed as a discontinued operation. We also have feff rryrr operations and various Februar to our Macao properties (collectively, "Ferryrr Operations and Other") that we other operations that are ancillaryrr present to reconcile to our consolidated statements of operations and fiff nancial condition. In addition to our our projects reportabla e segments noted above under development, which include the renovation and expansion of our MICE, entertainment and retail product in Macao and the MBS Expansion Project (as later defiff ned). , management also reviews construcr tion and development activities forff a a a From Februar ryrr 2020 through the date of this report, our operations have been signififf cantly impacted by a global pandemic (the “COVID-19 Pandemic”). While the details of this impact have been disclosed throughout this lowing discussion of our business focff uses on execution of our business strategies in a non- document, the folff pandemic environment based on the assumption the global impact of the COVID-19 Pandemic will eventuat lly diminish and our operations will recover as travel and tourism improves in our markets. Strengths and Strategies We believe we have a number of strengths that diffff eff rentiate our business frff om our competitors, including: Diversififf ed, high quality Integrated Resort offff eff rings with substantial non-gaming amenities. Our Integrated Resorts feff aturt e non-gaming attractions and amenities including world-class entertainment, expansive al of our retail offff eff rings and market-leading MICE faff cilities. These attractions and amenities enhance the appe al Integrated Resorts, contributing to visitation, length of stay and customer spending at our resorts. The broad appe a a 4 of our market-leading Integrated Resort offff eff rings in our various markets enabla es us to serve the widest array of customer segments in each market. Substantial and diversififf ed cash flff ow frff om existing operations. Our Integrated Resorts in Macao and Singapor e have contributed 53% and 47% of our total adjusted property EBITDA, respectively, during the previous a fiff ve years. In each of these jurisdictions, our cash flff ow frff om operations was derived frff om a combination of gaming and non-gaming sources, including retail malls, hotel, food and beverage, entertainment and MICE. ff Market leadership in the growing high-margin mass market gaming segment. In our gaming business, we focff us on the high-margin mass gaming segment. Our combined SCL properties had the highest percentage of oximately 30% gaming win frff om mass tabla es and slots of the Macao operators, with an average market share of appr during the previous fiff ve years. Management estimates our mass market tabla e revenues typically generated a gross margin substantially higher than the gross margin on our VIP tabla e revenues. Additionally, gross gaming revenue frff om mass tabla es and slots has contributed to appr oximately two-thirds of total gross gaming revenue at Marina Bay Sands during the previous fiff ve years. a a Established brands with broad regional and international market awareness and appeal. Through a combination of its diversity of amenities, scale of faff cilities and its distinctive design, The Venetian Macao has remained the forff emost example of a themed Integrated Resort in Macao. The Parisian Macao, our themed property with an iconic replica of the Eiffff eff l Tower and other attractions, along with The Londoner Macao, with its phased opening throughout 2022, has establa ished an interconnected critical mass of European-themed Integrated Resorts that attract multiple segments of leisure and business tourism and drive broad brand awareness both regionally and globally. As awareness of The Londoner Macao increases, we believe this Integrated Resort has both the quality and scale to enhance the overall reputation and recognition of our Macao portfolff io. Marina Bay Sands is an iconic, architecturt ally signififf cant Integrated Resort with meaningfulff scale and of amenities and customer experiences shared on social media, visitation. Due to its distinctive design, multitude e skyline, Marina Bay Sands is recognized throughout Asia and and a prominent position as part of the Singapor globally. We believe the brand of Marina Bay Sands is unique and as a result, the property is oftff en feff aturt ed prominently on social media, in fiff lmed entertainment and in other media. t a Experienced management team with a proven track record. Mr. Robert G. Goldstein, our Chairman and r and Chief Executive Offff iff cer, has been an integral part of our executive team frff om the beginning, joining our founde previous Chairman and Chief Executive Offff iff cer, Mr. Sheldon G. Adelson beforff e The Venetian Resort Las Vegas was construcr today. Mr. ted. Mr. Goldstein is one of the most respected and experienced executives in our industryrr Patrick Dumont, our President and Chief Operating Offff iff cer, has been with the Company forff more than twelve years, including previously serving as our Executive Vice President and Chief Financial Offff iff cer, and has prior experience in corpor ate fiff nance and management. Our management team is focff used on delivering growth, increasing our returt n rr on invested capia tal, balance sheet strength, preserving the Company’s fiff nancial flff exibility to pursue development opportuni ties and continuing to execute returt n of capia tal to stockholders. ff t ilities. Our market-leading MICE and entertainment faff cilities Unique MICE and entertainment facff al to business and leisure travelers while diversifyiff ng our cash contribute to our markets’ diversififf cation and appe a oximately 2.9 million square feff et of global MICE space is flff ows and increasing revenues and profiff t. Our appr a designed to meet the needs of meeting planners and corpor ate events and trade show organizers frff om around the rr world. Our experience and expertise in this industryrr supports our abia lity to drive leisure and business tourism to our markets. The live entertainment program at our properties has been a key traffff iff c driver and has establa ished us as a leader in the fiff eld of tourism and leisure activities. Building on our key strengths, we seek to enhance our position as the leading developer and operator of Integrated Resorts and casinos by continuing to implement the folff lowing business strategies: Developing and diversifyiff ng our Integrated Resort offff eff rings to include a fuff ll complement of products and services to cater to diffff eff rent market segments. Our Integrated Resorts include MICE space, retail, dining and entertainment faff cilities and a range of hotel offff eff rings, including branded suites and hotel rooms, to cater to diffff eff rent segments of our markets. We are abla e to leverage the recognition and the sales, marketing and reservation capaa bia lities of premier hotel brands to attract a wide range of customers in diffff eff rent market segments to our properties. We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort 5 offff eff rings and the convenience and accessibility of our properties will continue to increase the appe properties to both the business and leisure customer segments. a al of our Leveraging our scale of operations to create and maintain an absolute cost advantage. Management expects to benefiff t frff om lower unit costs due to the economies of scale inherent in our operations. Opportuni ties forff lower unit costs include, but are not limited to: lower utility costs; more effff iff cient staffff iff ng of hotel and gaming operations; and centralized transportation, marketing and sales, and procurement. In addition, our scale allows us to consolidate certain administrative func tions. ff t Focusing on the high-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 Resort properties allow us to participate veryrr effff eff ctively in all segments of the market. We believe the mass market segment will continue to exhibit long-term growth as a result of the introduction of more high-quality gaming faff cilities and non-gaming amenities into our various markets, accompanied by supportive long-term trends in business and leisure tourism. Our properties are positioned to harness futff urt e growth in the mass market that comprise our most profiff tabla e gaming segment, while delivering the immersive destination resort experiences that create loyalty with VIP and premium players. Identifyiff ng targeted investment opportunities to drive growth across our portfolff io. We will continue to al of our a invest in the expansion of our faff cilities and the enhancement of the leisure and business tourism appe property portfolff fiff lling capia tal and operating investment requirements as part of our Macao gaming concession, futff urt e phases of renovation and redevelopment of The Londoner Macao and the extensive renovation and expansion of Marina Bay Sands. io. Our planned development projects include fulff Our Operations MacMM ao a The Venetian Macao is the anchor property of our Cotai Strip development and is located appr oximately two miles frff om the Taipa Ferryrr Terminal on Macao's Taipa Island and six miles frff om the bridge linking Hong Kong, Macao and Zhuhai. The Venetian Macao includes appr oximately 503,000 square feff et of gaming space and gaming oximately 630 tabla e games and 1,180 slot machines and electronic tabla e games ("ETGs"). support area with appr suites and the The Venetian Macao feff aturt es a 39-flff oor luxuryrr hotel tower with 2,905 elegantly appoi ing many Shoppes at Venetian, appr international brands and home to 56 restaurants and food ing an international assortment of cuisines. In addition, The Venetian Macao has appr oximately 1.2 million square feff et of convention faff cilities and meeting room space, an 1,800-seat theater and the 15,000-seat Cotai Arena that hosts world-class entertainment and sporting events. oximately 944,000 square feff et of unique retail shopping with 316 stores feff aturt outlets feff aturt nted luxuryrr a a a a a ff The Londoner Macao (previously Sands Cotai Central), our largest Integrated Resort on the Cotai Strip, is located across the street frff om The Venetian Macao, The Parisian Macao and The Plaza Macao and Four Seasons Macao. 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 Londoner Macao presents a range of new attractions and feff aturt es, including some of London’s most th Tower (commonly known as "Big recognizabla e landmarks, such as the Houses of Parliament and the Elizabea Ben"), and interactive guest experiences. The Integrated Resort feff aturt es four hotel towers. The fiff rst hotel tower suites and 400 rooms and suites under the St. Regis brand. The second consists of Londoner Court with 368 luxuryrr hotel tower consists of 659 fiff ve-star rooms and suites under the Conrad brand and The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham. The third hotel tower consists of ff 1,842 rooms and suites under the Sheraton brand. The four th hotel tower consists of 2,126 rooms and suites under oximately 400,000 square feff et of gaming space and gaming the Sheraton brand. The Integrated Resort includes appr support area with appr oximately 369,000 square a oximately 610,000 square feff et of feff et of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, appr retail space with 128 stores and home to 49 restaurants and food ing an international assortment of outlets feff aturt cuisines. oximately 480 tabla e games and 860 slot machines and ETGs, appr a a a ff ff The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons oximately oximately 270,000 square feff et of gaming space and gaming support area with appr Macao, includes appr a a 6 a oximately 296,000 square feff et of unique retail shopping with 109 stores feff aturt outlets feff aturt 270 tabla e games and 800 slot machines and ETGs. The Parisian Macao also feff aturt es 2,541 rooms and suites and the Shoppes at Parisian, appr ing many ing an international assortment of cuisines. international brands and home to 23 restaurants and food Other non-gaming amenities at The Parisian Macao include a meeting room complex of appr oximately 63,000 a square feff et and a 1,200-seat theater. Directly in frff ont of The Parisian Macao, and connected via a covered walkway to the main building, is a half-ff scale authentic re-creation of the Eiffff eff l Tower containing a viewing platforff m and restaurant. ff a nted rooms and suites managed by FS Macau Lda., several food The Plaza Macao and Four Seasons Macao, which is located adjacent oximately 108,000 square feff et of gaming space and gaming support area with appr to The Venetian Macao, has oximately 140 tabla e games a a appr and 100 slot machines and ETGs at its Plaza Casino. The Plaza Macao and Four Seasons Macao also has 360 elegantly appoi and beverage offff eff rings, and confeff rence and banquet faff cilities. The Shoppes at Four Seasons includes appr oximately 249,000 square feff et of retail outlets, and is connected to the Shoppes at Venetian. The space with 137 stores and home to 9 restaurant and food Plaza Macao and Four Seasons Macao also feff aturt es 19 ultra-exclusive Paiza Mansions, which are individually designed and made availabla e by invitation only. The Grand Suites at Four Seasons opened in October 2020 and feff aturt es 289 luxuryrr suites. a ff ff The Sands Macao, the fiff rst U.S. operated Las Vegas-style casino in Macao, is situat ted near the Macao-Hong Kong Ferryrr Terminal on a waterfrff ont parcel centrally located between Macao's Gongbei border gate with China and Macao's central business district. The Sands Macao includes appr oximately 176,000 square feff et of gaming space and gaming support area with appr oximately 160 tabla e games and 560 slot machines and ETGs. The Sands Macao also includes a 289-suite hotel tower, spa faff cilities and several restaurants and entertainment areas. a a We operate the gaming areas within our Macao properties pursuant to a 10-year gaming concession that expires in December 2032. See "Regulation and Licensing — MacMM ao ConcCC ession." Prior to the current gaming concession, we operated these gaming areas under an amended 20-year subconcession agreement, which expired on December 31, 2022. SiSS nii gapore a Marina Bay Sands opened with appr oximately 2,600 rooms and suites located in three 55-storyrr hotel towers. oximately 2,300 rooms and suites resulting upon We are currently undertaking extensive renovation work with appr completion, which is expected to greatly enhance the positioning of our suite product. Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infiff nity swimming pool and leading restaurant and nightlifeff brands. The Integrated Resort offff eff rs appr oximately 160,000 square feff et of gaming space a oximately 500 tabla e games and 2,900 slot machines and ETGs; The Shoppes at Marina Bay Sands, an a with appr enclosed retail, dining and entertainment complex with signaturt e restaurants frff om world-renowned chefsff ; an event plaza and promenade; and an art/tt science museum. Marina Bay Sands also includes appr oximately 1.2 million square feff et of meeting and convention space and a state-of-ff the-art theater forff top Broadway shows, concerts and gala events. a a We operate the gaming area within our Singapor e property pursuant to a 30-year casino concession provided under a development agreement entered into in August 2006. See "Regulation and Licensing — Development Agreement withtt Singapore TourTT isii m Board." a t a development, which will include a hotel tower with appr In April 2019, our wholly owned subsidiary,rr Marina Bay Sands Pte. Ltd. ("MBS") entered into an additional e Tourism Board (the "STB") development agreement (the “Second Development Agreement”) with the Singapor oximately pursuant to which MBS has agreed to construcrr live 1,000 rooms and suites, a rooftff op attraction, convention and meeting faff cilities and a state-of-ff the-art oximately 15,000 seats (the “MBS Expansion Project”). The Second Development entertainment arena with appr oximately Agreement provides forff a e Credit Facility to $3.3 billion at exchange rates in effff eff ct on December 31, 2022). We amended our 2012 Singapor provide forff tion costs, feff es and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement. On September 7, 2021, we amended the 2012 Singapor tion cost a the MBS Expansion Project to March 31, 2022. On March 29, 2022, we estimate and the construcrr e Credit Facility, which, among other things, extended the deadline forff a a total project cost of appr e dollars ("SGD," appr a the fiff nancing of the development and construcrr oximately 4.5 billion Singapor delivering the construcr tion schedule forff a a a a 7 the MBS Expansion entered into a letter agreement with the STB to extend the construcr Project frff om April 8, 2022 to April 8, 2023. We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other faff ctors. As a result, the construcr tion cost tion schedule were not delivered to the lenders by the extended deadline, and we will not be estimate and construcr permitted to make furff e Delayed Draw Term Facility until these items are delivered. We ther draws on the Singapor do not anticipate material spend related to the MBS Expansion Project prior to the deliveryrr of these items to lenders. tion commencement date forff a Our Markets MacMM ao Macao is the largest gaming market in the world and the only market in China to offff eff r legalized casino gaming. According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly refeff rred to as the "DICJ"), annual gross gaming revenues were 42.20 billion oximately $5.25 billion at exchange rates in effff eff ct on December 31, 2022), a decrease of patacas in 2022 (appr 51.4% and 85.6% compared to 2021 and 2019, respectively, due to the impact of the COVID-19 Pandemic. a a We welcomed appr oximately 6 million visitors to Macao in 2022, compared to the appr oximately 8 million visitors in 2021. We believe visitation will returt n to pre-pandemic levels and will continue to experience long-term growth. We believe this growth will be driven by a variety of faff ctors, including the meaningfulff tourism market, movement of Chinese citizens to urbar n centers in China, continued growth of the Chinese outbound the increased utilization of existing transportation infrff astrucrr turt e turt e, the introduction of new transportation infrff astrucrr and the continued increase in hotel room inventoryrr in Macao and neighboring Hengqin Island. There has been signififf cant investment announced and recently completed by concessionaires in new resort development projects on Cotai. These faff ctors should help increase the critical mass on Cotai and furff ther drive Macao's transforff mation into a leading business and leisure tourism hub in Asia. We believe the development of additional integrated resort products in Macao will also drive a higher demand forff gaming products. a t Tabla e games are the dominant forff m of gaming in Asia, with Baccarat being the most popular game. We believe we will continue to experience Macao market-leading visitation and are focff used on driving high-margin mass market gaming, while providing luxuryrr amenities and high service levels to our VIP and premium players. We intend to continue to introduce more modern and popular products that appe al to the Asian marketplt ace and believe our continued improvement in our high-quality gaming product offff eff rings has enabla ed us to capta urt e a meaningfulff share of the overall Macao gaming market across all player segments. a Proximitytt to MajMM or Asian Cities Visitors frff om Hong Kong, South China, Taiwan and other locations in Asia can reach Macao in a relatively short time, using a variety of transportation methods, and visitors frff om more distant locations in Asia can take lowed by a road, feff rryrr or advantage of short travel times by air to Zhuhai, Shenzhen, Guangzhou or Hong Kong, folff helicopter trip to Macao. In addition, numerous air carriers flff y directly into Macau International Airpor t frff om many maja or cities in Asia. Various past COVID-19 related restrictions and closures have impacted these transportation methods. r Prior to COVID-19, Macao drew a signififf cant number of customers who are visitors or residents of Hong service, including Kong. One of the maja or methods of transportation to Macao frff om Hong Kong is the jetfoiff services, Cotai Water Jet. The Hong Kong-Zhuhai-Macao Bridge (the “HZMB”), which connects Hong our feff rryrr to Kong, Macao and Zhuhai, has reduced the travel time between Hong Kong and Macao frff om one hour by feff rryrr appr oximately 45 minutes on the road. The HZMB is part of the Greater Bay Area Initiative and plays a key role in a connecting the cities in the Greater Bay Area, faff cilitating the visitation to Macao. Macao is also accessible frff om Hong Kong by helicopter. l feff rryrr ComCC pem tition in MacMM ao Gaming in Macao is administered by the government through concessions awarded to six diffff eff rent concessionaires, of which we are one. The other concessionaires are SJM Resorts, S.A., Wynn Resorts (Macau), S.A., Galaxy Casino, S.A., MGM Grand Paradise, S.A. and Melco Resorts (Macau), S.A. 8 Our Macao operations also faff ce competition frff om other gaming and resort destinations, both in Asia and globally. SiSS nii gapore a a Singapor e has establa ished itself as a destination forff e is regarded as having the most developed fiff nancial and transportation infrff astrucr turt e in the Southeast both business and leisure visitors, offff eff ring Asia region. Singapor convention and exhibition faff cilities as well as world-class shopping malls and hotel accommodations. In 2006, aftff er e government awarded two concessions to develop and operate two a competitive bid process, the Singapor integrated resorts. We were awarded the concession forff e's central business district, and Genting International was awarded the second site, located on Singapor the Marina Bay site, which is adjacent to Singapor a e's Sentosa Island. a a a e welcomed appr Based on fiff gures released by the STB, Singapor oximately 6.3 million international visitors in the twelve months ended December 31, 2022, a 1,810.5% increase and a 67.0% decrease compared to the same period in 2021 and 2019, respectively. The 2022 increase compared to 2021 was due to the easing of travel restrictions in April 2022 that were originally implemented in early 2020 due to the impact of the COVID-19 Pandemic. Tourism receipts were estimated to be SGD 1.89 billion (appr oximately $1.41 billion at exchange rates in effff eff ct on December 31, 2022) in 2021 (the latest inforff mation publicly availabla e at the time of fiff ling). The Gambling Regulatoryrr Authority (the "GRARR "), the gaming regulator in Singapor e, does not disclose gaming revenue forff the market and thus no offff iff cial fiff gure exists. a a a We believe Marina Bay Sands is ideally positioned within Singapor e to cater to both business and leisure e's Changi International visitors. The Integrated Resort is centrally located within a 20-minute drive frff om Singapor t and near the Marina Bay Cruirr se Center, a deep-water cruir se ship terminal, and Bayfrff ont station, a mass rapia d r Airpor transit station. Marina Bay Sands is also located near several entertainment attractions, including the Gardens by the e Sports Hub, a sports complex feff aturt Bay botanical gardens and the Singapor ing the 55,000-seat National Stadium. a a a Baccarat is the prefeff rred tabla e game in both VIP and mass gaming. Additionally, contributions frff om slot machines and frff om mass gaming, including ETG offff eff rings, have enhanced the growth of the market. As Marina Bay Sands and the Singapor e market as a whole continue to maturt e, we expect to broaden our visitor base to a continue to capta urt e visitors frff om around the world. Proximitytt to MajMM or Asian Cities a e, connecting it to some 300 cities in appr More than 100 airlines operate in Singapor oximately 80 countries. In the twelve months ended December 31, 2022, 32 million passengers passed through Singapor t, a an increase of 955% and a decrease of 53% compared to the same period in 2021 and 2019, respectively, due to the and beverage impact of the COVID-19 Pandemic. destination, opened at Changi Airpor ays and open a fiff ftff h terminal, which would increase passenger capaa city. Based on fiff gures released by the STB, the largest source e over the last fiff ve years ending in 2022 were China and Indonesia. The STB's markets forff e by land, methodology forff although this method of visitation is generally thought to be substantial. In 2019, Changi Jewel, a multi-use retail, hotel and foodff t, and work is currently underway to expand the number of runwr reporting visitor arrivals does not recognize Malaysian citizens entering Singapor visitors to Singapor e's Changi Airpor a a a r r ComCC pem tition in Singapore Gaming in Singapor a Company and Resorts World Sentosa, which is 100% owned by Genting Singapor ensure there will not be more than two casino licenses until Januaryrr 1, 2031. e is administered by the government through the award of licenses to two operators, our e PLC. The GRARR is required to a Our Singapor a e operations also faff ce competition frff om other gaming and resort destinations, both in Asia and globally. Retail Mall Operations We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands. We currently own oximately 2.8 million square feff et of gross retail space. Management believes being in the retail mall business appr a and, specififf cally, owning some of the largest retail properties in Asia will provide meaningfulff us, particularly as the retail market in Asia continues to grow. value forff 9 Our malls are designed to complement our other unique amenities and service offff eff rings provided by our Integrated Resorts. Our strategy is to seek out desirabla e tenants that appe al to our customers and provide a wide variety of shopping options. We generate our mall revenue primarily frff om leases with tenants through base minimum rents, overage rents and reimbursements forff common area maintenance ("CAM") and other expenditurt es. For furff ther inforff mation related to the fiff nancial perforff mance of our malls, see "Part II — Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations." a The tabla es below set forff th certain inforff mation regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, 2022. These tabla es do not reflff ect subsequent activity in 2023. Mall Name Shoppes at Venetian............................ Total GLA(1) 813,832(2) Selected Signififf cant Tenants ZARARR , Victoria's Secret, UNU IQLO, Tiffff aff ny & Co., Rolex, Bvlgari, FURLA, MUJI, Marks & Spencer, Tommy Hilfiff ger, Cartier, Chaumet, Longines Shoppes at Londoner........................... 610,238 Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Shoppes at Parisian ............................. 296,322 Shoppes at Four Seasons..................... 248,674 The Shoppes at Marina Bay Sands...... 622,007(3) ____________________ (1) Represents Gross Leasabla e Area in square feff et. Gucci, Burber Burch, The Cheesecake Factory,rr Shake Shack, Pop Mart rry,rr Lululemon, Tod's, V&A, DFS, Toryrr Zadig & Voltaire, Versace Jeans Couturt e, Antonia, Arc'teryx, rr Menswear Champion, Jaeger-LeCoultre, Breitling, I.T Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Versace, Zegna, Loro Piana, Saint Laurent, Balenciaga, Loewe, Roger Vivier, Christian Louboutin, Alexander McQueen, Miu Miu, Chloe Louis Vuitton, Zara, Chanel, Gucci, Dior, Burber Fendi, Moncler, Hermès, Cartier, Apple rry,rr Prada, (2) Excludes appr a oximately 130,000 square feff et of space on the fiff ftff h flff oor currently not on the market forff lease. (3) Excludes appr a oximately 230,000 square feff et of space operated by the Company. 10 The folff lowing tabla e reflff ects our tenant representation by categoryrr forff our mall operations as of December 31, 2022: Category Square Feet % of Square Feet Representative Tenants Fashion (luxury,rr women's, men's, mixed).... 716,598 34 % Louis Vuitton, Dior, Gucci, Versace, Restaurants and lounges............................... 409,032 Multi-Brands ................................................ ......................................................... Jewelryrr 245,114 152,003 Chanel, Hermès, Balenciaga, Loewe, Saint Laurent, Burber rry,rr Prada, Moncler, Fendi, Tommy Hilfiff ger, Coach, Toryrr Burch, I.T Menswear 20 % Lei Garden, Ce La Vi, North, Blossom, The Cheesecake Factory,rr Shake Shack 12 % Duty Free Americas, The Atrium, DFS 7 % Bvlgari, Cartier, Rolex, Tiffff aff ny & Co., Chaumet, Van Cleef & Arper V&A, Jaeger-LeCoultre, Breitling ls, Longines, Fashion accessories and foot ff wear ................ 114,974 6 % Rimowa, FURLA, Oakley & Spectacle Health and beauty......................................... 102,718 Hut, Charles & Keith, Tod’s 5 % Sephora, Sa Sa, Chanel, Helena RubiRR nstein, SkinCeuticals, Valentino Beauty Home furff nishing and electronics ................. Lifeff style, sports and entertainment .............. 99,812 99,329 5 % Apple, Zara Home, MUJI 5 % Manchester United, Adidas, Lululemon, ff Banks and services ....................................... ............................................. Specialty foods Arts and giftff s................................................ Total ............................................................. 56,375 31,078 17,962 2,044,995 Under Armour 3 % Bank of China, ICBC, KBL Healthcare 2 % Godiva, Haagen Dazs, Jason’s Deli 1 % Emporio di Gondola, Pop Mart 100 % Human Capital TalTT ell nt ManMM agement We directly employ appr a oximately 35,700 employees worldwide, including appr a employees on an as-needed basis. Of our fulff oximately 35,500 fulff l-time l-time employees, employees, and hire additional a appr oximately 50% are feff male. temporaryrr Our success depends in large part upon our abia lity to attract, retain, train, manage and motivate skilled managers and employees at our properties. Our strategy is to be the employer of choice by ensuring a thriving workforff ce built on integrity and opportuni ty and to support our employees’ personal, profeff ssional and fiff nancial well-being. We strive to enhance our culturt e by creating a safeff environment that consists of an inclusive and diverse workforff ce where all employees are treated faff irly and equally and can excel in the perforff mance of their duties. Some examples of key programs and initiatives we have implemented to attract, develop and retain our diverse workforff ce include: t • • • Competitive pay; and accidental death and Healthcare: medical/pr/ escription, dental, vision, short-term disabia lity, both disabia lity insurance options at no premium cost; group healthcare insurance; and other support forff physical and mental health, such as a frff ee Employee Assistance Program forff employees and their household at SCL, which provides inforff mation regarding nutrition, disease management, stress reduction and injuryrr prevention; lifeff Retirement benefiff ts: all eligible employees are abla e to participate in retirement planning schemes, which may include contributions frff om the employer, as well as the employee; 11 • • • • Diversity, Equity and Inclusion Program: through well-establa ished policies, procedures, hiring practices and support systems, we promote diversity, equity and inclusion and integrate these values into our Company; Subsidized child care programs; On-site provision of meals forff employees; and Training and development: through Sands Academy, our global training and development platforff m, we provide courses, learning tools, coaching opportuni fiff ll their potential, as well as provide tuit ties and one-on-one consulting to help employees fulff tion reimbursement. t Our employees are not covered by collective bargaining agreements. We believe we have good relations with our employees and any relevant union. Commitment to Environmental Sustainability prt We focff us signififf cant attention on minimizing our environmental impact with the goal of reducing the int of our existing properties and offff sff etting the impact of new developments. Through Sands environmental foot ff ECO360, we endeavor to adapta ter environmental stewardship to emerging trends, support new technologies and fosff in the areas of building design and development, resort management and operations, and meetings, events and entertainment. The program is aligned with the United Nations Sustainabla e Development Goals and other key environmental standards in the areas of low carbon transition, water stewardship, waste, plastics and packaging, sourcing and biodiversity. r Our Environmental, Social and Governance Report ther inforff mation on our environmental sustainabia lity perforff mance, including data indices that reflff ect the reporting requirements of the Global Reporting Initiative and the Sustainabia lity Accounting Standards Board. The contents of the Report and our website are not intended to be incorpor ated by refeff rence into this Annual Report on Form 10-K or in any other report or document we fiff le or furff nish with the SEC, and any refeff rence to the Report and our website are intended to be inactive textuat is availabla e on our website and contains furff l refeff rences only. r In addition to our internal initiatives, we have developed the Drop by Drop Project, a collabor ative water stewardship initiative in conjunction with Clean the World Foundation. The Drop by Drop Project is designed to ts into innovative encourage sustainabia lity in our local regions and reinvests capia tal frff om our water stewardship effff orff water projects in Macao and Singapor e. a a Development Projects We regularly evaluate opportuni ties to improve our product offff eff rings, such as refrff eshing our meeting and convention faff cilities, suites and rooms, retail malls, restaurant and nightlifeff mix and our gaming areas, as well as other revenue generating additions to our Integrated Resorts. t MacMM ao As part of the Concession (defiff ned below) entered into by VML and the Macao government, VML has a fiff nancial commitment to spend 30.24 billion patacas (appr oximately $3.77 billion at exchange rates in effff eff ct a on December 31, 2022) through 2032 on both capia tal and operating projects, including 27.80 billion patacas oximately $3.46 billion at exchange rates in effff eff ct on December 31, 2022) in non-gaming projects that will also (appr a al to international visitors (the "Investment Plan"). As part of the Investment Plan, VML will dedicate a appe resources to several key areas, including: • A commitment to expand, improve and optimize the scale and quality of its convention centers and related oximately 18,000-square-meter MICE amenities. This includes the proposed development of a new appr faff cility in a new podium adjacent to the existing Cotai Expo, expanding the Company’s foot int of inter- connected meeting space and enabla ing the hosting of additional large-scale international MICE events. In ts, we will strengthen the planning, organization and international marketing of connection with these effff orff convention tourism in order to attract global multinational companies to host annual meetings and corpor ate summits in Macao. prt a rr ff 12 • • The redevelopment of the existing Le Jardin (the “Tropical Garden” on the south side of The Londoner oximately 50,000-square-meter garden-themed destination. The Macao) to create a new and unique appr proposed garden-themed attraction will include an iconic conservatoryrr together with related themed green spaces and amenities. The conservatoryrr is intended to become a Macao landmark of international renown, providing a year-round themed attraction forff tourists and residents. a An expansion of entertainment and sporting events and offff eff rings to grow international tourism, supported in part by a meaningfulff reinvestment and upgrade of the Cotai Arena. We will also develop several new restaurants and introduce innovative international culinaryrr concepts to support Macao’s position as a city of ing on-board dining and entertainment gastronomy. We will also launch a luxuryrr yacht experience feff aturt including celebrity appe arances, as well as water sports. a SiSS nii gapore a a a total project cost of appr In April 2019, MBS entered into the Second Development Agreement with the STB pursuant to which MBS oximately 1,000 rooms and suites, has agreed to construcrr t a development, which will include a hotel tower with appr live entertainment arena with a rooftff op attraction, convention and meeting faff cilities and a state-of-ff the-art oximately appr oximately 15,000 seats. The Second Development Agreement provides forff a SGD 4.5 billion (appr oximately $3.3 billion at exchange rates in effff eff ct on December 31, 2022), which investment must be completed within eight years frff om the effff eff ctive date of the agreement. The amount of the total project cost tion. We amended our 2012 Singapor will be fiff nalized as we complete design and development and begin construcrr e Credit Facility to provide forff tion costs, feff es and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement. On September 7, 2021, we delivering the amended the 2012 Singapor the MBS Expansion Project to March 31, 2022. On construcr March 29, 2022, we entered into a letter agreement with the STB to extend the construcr tion commencement date forff the MBS Expansion Project frff om April 8, 2022 to April 8, 2023. We are in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other faff ctors. As a result, the tion schedule were not delivered to the lenders by the extended deadline, and construcr we will not be permitted to make furff e Delayed Draw Term Facility until these items are delivered. We do not anticipate material spend related to the MBS Expansion Project prior to the deliveryrr of these items to lenders. e Credit Facility, which, among other things, extended the deadline forff the fiff nancing of the development and construcr tion cost estimate and the construcr tion cost estimate and construcrr ther draws on the Singapor tion schedule forff a a a a We also began the appr a suites in Tower 1 and Tower 2, and substantially upgrades the overall guest experience forff This project is in addition to our MBS Expansion Project. oximately $1.0 billion renovation of Marina Bay Sands, which introduces world-class premium customers. Othtt er We continue to evaluate additional development projects in each of our markets and pursue new development t ties globally. opportuni Regulation and Licensing MacMM ao ConCC cession On December 16, 2022, the Macao government granted VML, SCL's wholly owned subsidiary,rr one of six concessions to operate casinos in Macao. VML entered into a concession agreement with the Macao government forff the duration of ten years, beginning Januaryrr 1, 2023 (the "Concession"). With the expiryrr of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, oximately 4.7% of the total with a total appr property area of these entities), reverted to and are now owned by the Macao government. Effff eff ctive Januaryrr 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, were temporarily transfeff rred to VML forff the fiff rst the duration of the Concession in returt n forff oximately $93 and $311, three years and 2,500 patacas per square meter forff respectively, at exchange rates in effff eff ct on December 31, 2022). These annual payments will be adjusted annually the preceding year. Under the Concession, we are obligated to operate based on the Macao average price index forff annual payments of 750 patacas per square meter forff oximately 136,000 square meters (representing appr lowing seven years (appr oximate area of appr the folff a a a a 13 a a casino games of chance in Macao. The Concession allows us to operate the casino and gaming areas located in the folff lowing properties: Sands Macao, The Venetian Macao, The Plaza Macao and the Four Seasons Macao, The Londoner Macao and The Parisian Macao. We are required to invest, or cause to be invested, at least 30.24 billion oximately $3.77 billion at exchange rates in effff eff ct on December 31, 2022), including 27.80 billion patacas (appr patacas (appr oximately $3.46 billion at exchange rates in effff eff ct on December 31, 2022) on non-gaming projects. As part of the investment, we are obligated to develop certain gaming and non-gaming investment projects by December 2032 and dedicate resources to, among others, the attraction of international visitors, conventions and exhibitions, entertainment shows, sporting events, culturt e and art, health and wellness, and themed attractions, as well as support Macao's position as a city of gastronomy and increase community and maritime tourism. We will be lowing year if Macao’s annual required to increase our investment in non-gaming projects by up to 20% in the folff market gross gaming revenue achieves or exceeds 180 billion patacas (appr oximately $22.42 billion at exchange rates in effff eff ct on December 31, 2022). The 20% increase is subject to a deduction of 4% per year if the revenue trigger occurs on or aftff er the sixth year of the term of the Concession (2028). a a We are subject to licensing and control under appl icabla e Macao law and are required to be licensed by the Macao gaming authorities to operate a casino. We must pay periodic and regular feff es and taxes, and our gaming license is not transfeff rabla e. We must periodically submit detailed fiff nancial and operating reports to the Macao gaming authorities and furff nish any other inforff mation the Macao gaming authorities may require. No person may oval of the Macao gaming acquire any rights over the shares or assets of VML without fiff rst obtaining the appr authorities. Similarly, no person may operate the casino premises forff which the use has been temporarily transfeff rred to us, either through a management agreement or any other contract or through step in rights without fiff rst obtaining the appr the Macao gaming authorities. The transfeff r or creation of a encumbrances over ownership of shares representing the share capia tal of VML or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders' rights to persons other than the original owners, would require the appr oval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities. oval of,ff and receiving a license frff om, a a a a Our Concession and the appl oval of the Macao government forff oval of the Macao icabla e Macao laws require, among other things: (i) appr transfeff rs of shares in VML, or of any rights over or inherent to such shares, including the grant of government forff the creation of any voting rights or other stockholder's rights to persons other than the original owners, as well as forff charge, lien or encumbrance on such shares; (ii) appr transfeff rs of shares, or of any a rights over such shares, in any of our direct or indirect stockholders, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal to or higher than 5% of VML's share capia tal; (iii) that the Macao government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder's rights to persons other than the original owners on shares in any of the direct or indirect stockholders in VML, provided that such shares or rights are equivalent to an amount that is equal to or higher than 5% of VML's share capia tal; (iv) that the Macao government be given notice of listing on a stock exchange by any indirect stockholders holding shares equal to or higher than 5% of VML's share capia tal; and (v) that the Macao government be given prior notice of any relevant fiff nancial decision exceeding 10% of the share capia tal of VML fiff ve days beforff e that decision is y, however, to securities listed as tradabla e on taken. The requirements in provisions (ii) and (iii) above a stock exchange. VML and any of its subsidiaries where VML is a dominant shareholder cannot be listed in any stock exchange. will not appl a a The Macao gaming authorities may investigate any individual who has a material relationship to, or material city is affff eff cted by this individual. involvement with, us to determine whether our suitabia lity and/or fiff nancial capaa LVSC and SCL shareholders with 5% or more of the share capia tal, directors and key employees must appl and undergo a fiff nding of suitabia lity process and maintain due qualififf cation during the Concession term, and accept the persistent and long-term inspection and supervision exercised by the Macao government. VML is required to notifyff opriate the Macao government immediately should VML become aware of any faff ct that may be material to the appr qualififf cation of any shareholder who owns 5% or more of the share capia tal, or any offff iff cer, director or key employee. Changes in licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to a fiff nding of suitabia lity or licensure, the Macao gaming authorities have jurisdiction to deny an appl If the Macao gaming authorities were to fiff nd one of our offff iff cers, a disappr In directors or key employees unsuitabla e forff licensing, we would have to sever all relationships with that person. ication forff ove a change in corpor ate position. y forff a a a r 14 addition, the Macao gaming authorities may require us to terminate the employment of any person who refusff a fiff le appr opriate appl ications. a es to Any person who faff ils or refusff a fiff nding of suitabia lity aftff er being ordered to do so by the Macao es to appl a unsuitabla e who holds, directly or indirectly, gaming authorities may be found unsuitabla e. Any stockholder found ated in Macao and registered with the Macao any benefiff cial ownership of the common stock of a company incorpor Companies and Moveabla e Assets Registrar (a "Macao registered corpor ation") beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares. We will be subject to disciplinaryrr action if,ff aftff er we receive notice that a person is unsuitabla e to be a stockholder or to have any other relationship with us, we: y forff ff rr ff r • • • • pay that person any dividend or interest upon its shares; allow that person to exercise, directly or indirectly, any voting right confeff rred through shares held by that person; pay remuneration in any forff m to that person forff services rendered or otherwise; or faff il to pursue all lawfulff effff orff ts to require that unsuitabla e person to relinquish its shares. The Macao gaming authorities also have the authority to appr r ation holding a gaming license. a any corpor ove all persons owning or controlling the stock of 100 million patacas (appr In addition, the Macao gaming authorities require prior appr any loan or similar fiff nancing transaction above oximately $12 million at exchange rates in effff eff ct on December 31, 2022) where a VML is a borrower or a lender, or where it involves the creation of liens and encumbrances over VML's assets and restrictions on stock. oval forff a a Macao gaming authorities also require to be given prior notice of any relevant fiff nancial decision fiff ve days exceeding 50% of the share -related decisions beforff e that decision is taken, including but not limited to internal movement of funds capia tal of VML, and any other decision exceeding 10% of the share capia tal of VML, namely labor such as payment of salaries and employment benefiff ts. a ff The Macao gaming authorities must give their prior appr oval to changes in control of VML through a merger, a consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person whereby he or she obtains control. Entities seeking to acquire control of a Macao registered corpor ation must satisfyff the Macao gaming authorities concerning a variety of stringent standards prior to assuming control. The Macao gaming authorities may also require controlling stockholders, offff iff cers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of a the appr oval process of the transaction. r The Macao gaming authorities may consider some management opposition to corpor ate acquisitions, ate defeff nse tactics affff eff cting Macao gaming licensees, and the Macao rr ations affff iff liated with such operations, to be injurious to stabla e and productive corpor r ate gaming. repurchases of voting securities and corpor registered corpor r rr The Concession requires the Macao gaming authorities' prior appr oval of any recapia talization plan proposed by VML's Board of Directors. The Chief Executive of Macao could also require VML to increase its share capia tal if he deemed it necessary.rr a The Concession also allows the Macao government to request various changes in the plans and specififf cations of our Macao properties and to make various other decisions and determinations that may be binding on us. For example, the Macao government has the right to require that we contribute additional capia tal to our Macao subsidiaries or that we provide certain deposits or other guarantees of perforff mance in any amount determined by the Macao government to be necessary.rr VML is limited in its abia lity to raise additional capia tal by the need to fiff rst obtain the appr oval of the Macao gaming and governmental authorities beforff e raising certain debt or equity. a The Concession requires VML to submit to the Macao government an annual execution proposal of the specififf c projects mentioned in the Concession’s Investment Plan up to three months beforff e the start of each calendar year, detailing each project it intends to execute, the proposed amount and the execution schedule forff the relevant the year 2023 should be submitted by March 31, 2023. Within two months year. The annual execution proposal forff aftff er submission of each annual execution proposal, the Macao government will decide on their appr oval, and may request adjustments to specififf c projects, to the investment amount and to the execution schedule. If any of our a 15 a to other projects related with its activity, which are also subject to appr oved, VML is obliged to propose allocating the relevant annual execution proposals or parts thereof are not appr funds oval of the Macao government. Within ff three months aftff er the end of each calendar year, VML is required to submit a report on the execution of the previous year’s execution proposal. In addition, VML is subject to the supervision of the Macao government as regards the execution of development projects included in the Concession’s Investment Plan, and VML must submit two months, and may be requested to submit exceptional detailed reports whenever regular progress reports everyrr the normal progress of any development project is compromised. a If our Concession is terminated in the event of a defaff ult, the casinos and gaming-related equipment would be automatically transfeff rred back to the Macao government without compensation to us and we would cease to generate any revenues frff om these operations. In many of these instances, the Concession does not provide a specififf c cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportuni ty to remedy any such defaff ult. t Our Concession allows us to operate games of chance in casinos and gaming areas, but excludes the folff lowing gaming activities: mutuat l bets, lotteries, raffff lff es, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. Our Concession is exclusively governed by Macao law. We are subject to the exclusive jurisdiction of the courts of Macao in case of any dispute or conflff ict relating to our Concession. Our Concession expires on December 31, 2032. If our Concession is not extended or renewed, VML may be prohibited frff om conducting gaming operations in Macao, and we could cease to generate revenues frff om our gaming operations when our Concession expires on December 31, 2032. In addition, all casino premises and gaming-related equipment, which use was temporarily transfeff rred by the Macao government to VML, will be transfeff rred back to the Macao government upon the expiryrr of our Concession, together with any gaming-related equipment we acquire during our Concession, without any compensation to us. a a a Under our Concession, we are obligated to pay to the Macao government an annual gaming premium with a fiff xed portion and a variabla e portion based on the number and type of gaming tabla es employed and gaming machines operated by us. The fiff xed portion of the premium is equal to 30 million patacas (appr oximately $4 million at exchange rates in effff eff ct on December 31, 2022). The variabla e portion is equal to 300,000 patacas per gaming tabla e certain kinds of games or players, 150,000 patacas per gaming tabla e not so reserved and reserved exclusively forff 1,000 patacas per electrical or mechanical gaming machine, including slot machines (appr oximately $37,360, $18,680 and $125, respectively, at exchange rates in effff eff ct on December 31, 2022), subject to a minimum of 76 oximately $9 million at exchange rates in effff eff ct on December 31, 2022). We also have to pay a million patacas (appr special gaming tax of 35% of gross gaming revenues and appl icabla e withholding taxes. We are also obligated to pay a a special annual gaming premium if the average of the gross gaming revenues of our gaming tabla es and our electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount determined by the Macao government; such special premium being the diffff eff rence between the special gaming tax based on the actuat l gross gaming revenues and that of the specififf ed minimum amount. The minimum amount has been set by the Macao government at 7 million patacas per gaming tabla e and 300,000 patacas per gaming machine oximately $1 million and $37,360, respectively, at exchange rates in effff eff ct on December 31, 2022). Based on a (appr the maximum number of gaming tabla es and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (appr oximately $561 million at exchange rates in effff eff ct on December 31, 2022), we would be required to pay the diffff eff rence as the special annual gaming premium. During the year ended December 31, 2019, prior to the COVID-19 Pandemic, we paid a total of $3.04 billion in special gaming taxes and, thereforff e, would not have had to pay a special gaming premium under the Concession requirements. We must also contribute 5% of our gross gaming revenue to utilities designated by the the promotion of tourism in Macao. This 5% contribution Macao government, a portion of which must be used forff ly expanded may be reduced or exempted by the Chief Executive of Macao when the concessionaire has successfulff to forff eign tourist source markets. a Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, gross gaming revenue does not include deductions forff credit losses. As a result, if we extend credit to our customers in Macao and are unabla e to collect on the related receivabla es frff om them, we have to pay taxes on our winnings frff om these customers even though we were unabla e to collect on the related receivabla es. If the laws are not changed, our business in Macao may not be abla e to realize the fulff l benefiff ts of extending credit to our customers. 16 r In August 2018, we received an additional exemption frff om Macao's corpor ate income tax on profiff ts generated by the operation of casino games of chance forff the period of Januaryrr 1, 2019 through June 26, 2022, and in September 2022, this exemption was extended to December 31, 2022, the date our subconcession agreement expired. On December 30, 2022, we requested this exemption to be granted forff the term of our new Concession. Additionally, we entered into an agreement with the Macao government in April 2019, effff eff ctive through June 26, a 12% tax otherwise due frff om VML shareholders on dividend 2022, providing forff distributions paid frff om VML gaming profiff ts, namely a payment of 38 million patacas (appr oximately $5 million at each of the years 2021 and 2020, each payment made on or exchange rates in effff eff ct on December 31, 2022) forff beforff e Januaryrr 31 of the folff oximately $2 million at exchange a the period between Januaryrr 1, 2022 through June 26, 2022, paid on or rates in effff eff ct on December 31, 2022) forff beforff e July 26, 2022. Management is evaluating the timing of when to appl a new Shareholder Dividend Tax y forff Agreement. There is no assurance either of these tax arrangements will be granted. lowing year, and a payment of 18 million patacas (appr payments as a substitutt ion forff a a Developmll ent Agreement witii htt SiSS nii gapore TouTT risii m Board proposals to develop an integrated resort at Marina Bay, Singapor On August 23, 2006, MBS entered into a development agreement, as amended by a supplementaryrr agreement on December 11, 2009 (the "Development Agreement"), with the STB to design, develop, construcrr t and operate the Marina Bay Sands. The Development Agreement includes a concession forff MBS to own and operate a casino In addition to the casino, the Integrated Resort includes, among other amenities, a within the Integrated Resort. hotel, a retail complex, a convention center and meeting room complex, a theater, restaurants and an art/tt science museum. MBS is one of two companies awarded a concession to operate a casino in Singapor e. Under the request e, during an initial ten-year exclusive period forff e, which expired (the "Exclusivity Period") only two licensees were granted the right to operate a casino in Singapor on Februarr ryrr 28, 2017. This Exclusivity Period was subsequently extended to December 31, 2030, when the Second Development Agreement (see below) was entered into. In connection with entering into the Development the parcels underlying the project site and entered Agreement, MBS entered into a 60-year lease with the STB forff turt e forff e forff into an agreement with the Land Transport Authority of Singapor rapia d transit systems and road works within and/or outside the project site. During the Exclusivity Period, the Company, which is currently the 100% indirect shareholder of MBS, was required to be the single largest entity with direct or indirect controlling interest of at least 20% in MBS, unless otherwise appr the provision of necessaryrr oved by the GRARR . infrff astrucr a a a a a The term of the casino concession provided under the Development Agreement is forff frff om the date the Development Agreement was entered into, or August 23, 2006. concession, MBS must give notice to the STB and other relevant authorities in Singapor its expiration in August 2036. The Singapor a expiration in order to serve the best interests of the public, in which event faff ir compensation will be paid to MBS. 30 years commencing In order to renew the casino e at least fiff ve years beforff e e government may terminate the casino concession prior to its a a a total project cost of appr In April 2019, MBS and the STB entered into the Second Development Agreement pursuant to which MBS has agreed to construcrr t a second large-scale development, the MBS Expansion Project, located adjacent to Marina Bay Sands, comprising of additional MICE faff cilities, a hotel tower with up to 1,000 rooms and suites, a rooftff op oximately attraction, convention and meeting faff cilities and a state-of-ff the-art live entertainment arena with appr 15,000 seats. The Second Development Agreement provides forff oximately SGD 4.5 oximately $3.3 billion at exchange rates in effff eff ct on December 31, 2022). The amount of the total billion (appr project cost will be fiff nalized as we complete design and development and begin construcrr tion. In connection with the the parcels of land underlying the Second Development Agreement, MBS entered into a lease with the STB forff project (the "Land"). In April 2019 and in connection with the lease, MBS provided various governmental agencies e the required premiums, deposits, stamp duty, goods and services tax and other feff es in an aggregate in Singapor a oximately $1.14 billion at exchange rates in effff eff ct at the time of the amount of appr a a the fiff nancing of the development and transaction). We amended our 2012 Singapor e Credit Facility to provide forff tion costs, feff es and other expenses related to the MBS Expansion Project pursuant to the Development construcr e Credit Facility, Agreement. On September 7, 2021, MBS entered into an amendment letter to the 2012 Singapor which among other things, extended the deadline forff tion delivering the construcr the MBS Expansion Project to March 31, 2022. We are in the process of reviewing the budget and schedule forff timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other faff ctors. a tion costs estimate and the construcr oximately SGD 1.54 billion (appr a a a 17 The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior appr oval frff om the STB in order to subdivide the hotel and retail components of the project, prohibitions on any such subdivision during the Exclusivity Period and limitations on MBS' abia lity to assign the lease or sub-lease any portion of the land during the Exclusivity In addition, the Development Agreement contains events of defaff ult, including, among other things, the Period. cy or faff ilure of MBS to perforff m its obligations under the Development Agreement and events of bankrupt dissolution. a r a Employees whose job duties relate to the operations of the casino are required to be licensed by the relevant e. MBS also must comply with comprehensive internal control standards or regulations authorities in Singapor concerning advertising; branch offff iff ce operations; the location, flff oor plans and layout of the casino; casino operations including casino-related fiff nancial transactions and patron disputes, issuance of credit and collection of debt, relationships with and permitted payments to gaming promoters; security and surveillance; casino access by tions and the prevention of money laundering; periodic a Singapor standard and other reports to the GRARR ; and those relating to social controls including the exclusion of certain persons frff om the casino. eans and non-Singapor eans; compliance func a ff a There is a goods and services tax of 7% imposed on gross gaming revenue, which, effff eff ctive Januaryrr 1, 2023, the increased to 8%, and a casino tax imposed on the gross gaming revenue frff om the casino aftff er reduction forff amount of goods and services tax. With effff eff ct frff om March 1, 2022, the casino tax rates of 5% forff premium players and 15% forff mass players were increased to 8% and 18% on gross gaming revenue up to SGD 2.4 billion and SGD oximately $1.8 billion and $2.3 billion at exchange rates in effff eff ct on December 31, 2022), 3.1 billion (appr premium respectively. On gross gaming revenue above players and 22% forff mass players. The bad debts written offff frff om the extension of credit granted to gaming patrons is not deductible against gross gaming revenue when calculating the casino tax, but is deductible forff es of calculating the goods and services tax (subject to the prevailing law). MBS is permitted to extend casino credit to e citizens or permanent residents, but is not permitted to extend casino credit to persons who are not Singapor a Singapor e citizens or permanent residents except to premium players. the stated thresholds, the new casino tax rates are 12% forff the purpos a a r The key constraint imposed on the casino under the Development Agreement is the total size of the gaming lowing are not area, which must not be more than 15,000 square meters (appr and beverage areas, retail counted towards the gaming area: back of house faff cilities, reception, restrooms, food shops, stairs, escalators and liftff lobbies leading to the gaming area, aesthetic and decorative displays, perforff mance areas and maja or aisles. The casino located within Marina Bay Sands may not have more than 2,500 gaming machines, but there is no limit on the number of tabla es forff oximately 161,000 square feff et). The folff casino games permitted in the casino. a ff Under the Casino Control Act, as amended (the "Singapor fiff nancial penalty, forff 10% of the annual gross gaming revenue (as defiff ned in the Singapor year immediately preceding the date the fiff nancial penalty is imposed. e Act"), a casino operator may be subject to a each ground of disciplinaryrr action which amounts to a serious breach, of a sum not exceeding the fiff nancial e Act) of the casino operator forff a a a The Singapor e Act also requires futff urt e appl a casino license to be a suitabla e person to develop, maintain and promote the Integrated Resort as a compelling tourist destination that meets prevailing market demand and industryrr e e. The Singapor standards and contributes to the tourism industryrr a government has establa ished an evaluation panel that will assess appl icants and report to the GRARR on this aspect of the casino licensing requirements. Our casino license, which has a three-year term, is set to expire in April 2025. icants and/or renewals forff in Singapor a a a The Second Development Agreement contains provisions relating to the construcr tion of the MBS Expansion completion, levels of insurance and limitations on MBS’ abia lity to assign the Project and associated deadlines forff In addition, the Second Development Agreement contains events of lease or sub-let any portion of the Land. defaff ult, including, among other things, the faff ilure of MBS to perforff m its obligations under the Second Development Agreement. The Second Development Agreement also contains, among other things, restrictions limiting the use of the Land to the development and operation of the MBS Expansion Project and requirements that MBS obtain the oval, if given, will be a prior appr subject to such terms and conditions as may be determined by the STB. oval of the STB in order to subdivide the Land or any building thereon, which appr a 18 a a oval forff The Second Development Agreement makes provision forff certain benefiff ts and entitlements confeff rred on MBS on specififf ed terms and conditions. Among these, upon the achievement of certain milestones, MBS will be entitled to make availabla e an additional 1,000 gaming machines over and above its existing 2,500 gaming machines. On October 7, 2019, MBS was granted entitlement to make availabla e 500 of these additional 1,000 gaming machines. In addition, under the Second Development Agreement, MBS is granted appr the change of use of the area comprising the whole of the 55th flff oor of MBS’ hotel tower 1, or such other areas as may be agreed within hotel tower 1, to be developed and used as part of MBS’ casino; and MBS is granted an option to purchase an additional 2,000 square meters of casino gaming area at a price to be determined by the relevant Singapor e government authority upon written request by MBS to exercise the option. In addition, the Second Development Agreement a period of not less than 10 years commencing no sooner than March 1, 2022, the rate of contemplates that forff icabla e to MBS will not exceed specififf ed tiered rates; there shall not be more than two casino licenses casino tax appl a in forff ce under the Casino Control Act at any time prior to Januaryrr 1, 2031; and forff a period of fiff ve years frff om the e citizen or permanent resident forff date of the Second Development Agreement, the entryrr a 12-month period. The entryrr Second Development Agreement also provides forff MBS to be entitled to compensation by STB forff any losses or damages suffff eff red under certain conditions and events related to the above -described benefiff ts and entitlements. The Second Development Agreement furff ther provides MBS must maintain compliance with the material terms of the Second Development Agreement to obtain the above into the casino will not exceed SGD 150 forff a 24-hour period and SGD 3,000 forff -described benefiff ts and entitlements. levy payabla e by a Singapor a a a a StSS attt ett of NeNN vada ff On Februar managed by affff iff liates of Apollo Global Management, Inc., forff ryrr 23, 2022, LVSC completed the sale of its Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), to VICI Properties L.P. (“PropCo”), a subsidiaryrr of VICI Properties Inc. and Pioneer OpCo, LLC (“OpCo”), an affff iff liate of certain funds an aggregate purchase price of appr oximately $6.25 billion (the “Las Vegas Sale”) pursuant to the terms of (a) a Real Estate Purchase and Sale a Agreement, dated as of March 2, 2021, by and between the Company and PropCo and (b) a Purchase and Sale ovals Agreement, dated as of March 2, 2021, by and among the Company, PropCo and OpCo. Regulatoryrr a appr related to the Las Vegas Sale were obtained by the Nevada Gaming Authorities (as later defiff ned) on Februar ryrr 2, ryrr 17, 2022. LVSC ceased gaming operations in Nevada upon the close of the Las Vegas Sale and 2022 and Februar the Nevada Board (as later defiff ned) acknowledged the closure of gaming operations on Februar In connection with the closure, the Nevada Gaming Authorities are in the process of conducting the fiff nal closing audit of the books and records related to the Las Vegas Operations in the ordinaryrr course. The Nevada Board retains physical possession of the gaming license until the fiff nal audit has been completed. Given the statust of the Las requirements. Vegas Operations, the folff lowing is only a high-level overview of Nevada gaming regulatoryrr ryrr 22, 2022. The ownership and operation of casino gaming faff cilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the "Nevada Act") and various local regulations. Gaming operations in Clark County are also subject to the licensing and regulatoryrr control of the Nevada Gaming Commission (the "Nevada Commission"), the Nevada Gaming Control Board (the "Nevada Board") and the Clark County Liquor and Gaming Licensing Board (the "CCLGLB" and together with the Nevada Commission and the Nevada Board, the "Nevada Gaming Authorities"). The laws, regulations and supervisoryrr procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things: • • • • • the prevention of unsavoryrr or unsuitabla e persons frff om having a direct or indirect involvement with gaming at any time or in any capaa city; the establa ishment and maintenance of responsible accounting practices and procedures; the maintenance of effff eff ctive controls over the fiff nancial practices of licensees, including establa ishing minimum procedures forff internal fiff scal affff aff irs and the safeff guarding of assets and revenues, providing reliabla e record-keeping and requiring the fiff ling of periodic reports with the Nevada Gaming Authorities; the prevention of cheating and frff audulent practices; and the establa ishment of a source of state and local revenues through taxation and licensing feff es. 19 Las Vegas Sands, LLC ("LVSLLC") was licensed by the Nevada Gaming Authorities to operate the resort hotel. and was also registered as an intermediaryrr company of Venetian Casino Resort, LLC ("VCR"). VCR was licensed as a manufaff cturt er and distributor of gaming devices and as a key employee of LVSLLC. LVSC was registered with the Nevada Commission as a publicly traded corpor ation. r Doing Business in Macao, Hong Kong and Mainland China ated indirect subsidiaries of SCL, our maja ority-owned subsidiaryrr We are a parent company with limited business operations of our own, and our main asset is the capia tal stock of our subsidiaries. A signififf cant portion of our business operations are based in Macao and held by various Macao- incorpor ated in Cayman Islands and listed rr ated in in Hong Kong (collectively refeff rred to as the "Macao Operations"). We also have subsidiaries incorpor mainland China and Hong Kong that provide back-offff iff ce support, such as inforff mation technology, accounting, hotel management and marketing services, which complement and support SCL’s main back-offff iff ce func tions in Macao. rr incorpor r ff We faff ce various legal and operational risks and uncertainties relating to having a maja ority of our operations based in Macao and held by various Macao-incorpor ated indirect subsidiaries of SCL. Substantially all of SCL’s assets are located in Macao and substantially all of SCL’s revenue is derived frff om Macao. Accordingly, our results of operations, fiff nancial position and prospects are subject to a signififf cant degree to the economic, political and legal situat tion in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao. The Basic Law of Macao provides that Macao will be governed under the principle of “one country,rr two systems” with its own separate government and legislaturt e and that Macao will have a high degree of legislative, judicial and economic autonomy. rr a a a We also faff ce risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capia tal inflff ows and outflff ows, control of forff eign exchange and allocation of resources currently appl icabla e within mainland China may become appl icabla e to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatoryrr developments, such as those relating to data and cyberspace security and anti-monopoly which, where appl icabla e to us, could result in a material change in our operations and/or the value of our securities or could signififf cantly limit or completely hinder our abia lity to offff eff r or continue to offff eff r securities to investors, cause the value of such securities to signififf cantly decline or be worthless and affff eff ct our abia lity to list securities on a U.S. or other forff eign exchange. If,ff in the futff urt e, there were to be a signififf cant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interprrr etation and appl ication of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affff eff cted and it could potentially adversely affff eff ct our results of operations, fiff nancial position and cash flff ows. a ff a u As advised by our PRC legal advisers, Haiwen & Partners, our Macao Operations are currently not required to oval frff om the China Securities Regulatoryrr Commission (“CSRC”), Cyberspace obtain any permission or appr Administration of China (“CAC”) or any other mainland Chinese governmental authority to operate its business or ated in mainland China to issue securities to forff eign investors, other than those related to its two subsidiaries incorpor that only provide back offff iff ce suppor the back-offff iff ce tions located in mainland China, primarily being the standard business licenses issued by the relevant supporting func ovals. If we do not receive authorities in mainland China, and we have never been denied such permissions and appr or maintain such permissions or appr tions, we do not expect there will be any material adverse impact on our business, fiff nancial condition and results of operations. In the event that we have inadvertently concluded that such permissions or appr our Macao Operations or if,ff a icabla e laws, regulations or interprrr etations were to change and require us to obtain such permissions in the futff urt e, appl or appr ovals could potentially result in penalties and other a regulatoryrr actions against us and may materially and adversely affff eff ct our business and results of operations. t. We have received all requisite permissions and appr ovals, the faff ilure to obtain such permissions or appr ovals in relation to such back-offff iff ce support func ovals are not required forff ovals forff a a a a a r ff In addition, on December 2, 2021, the SEC adopted fiff nal amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountabla e Act (the “HFCA Act”), pursuant to which the SEC will identifyff a “Commission-Identififf ed Issuer” if an issuer has fiff led an annual report containing an audit report issued by a registered public accounting fiff rm that the Public Company Accounting Oversight Board 20 three consecutive years. ("PCAOB") has determined it is unabla e to inspect or investigate completely because of a position taken by an authority in the forff eign jurisdiction, and will then impose a trading prohibition on an issuer aftff er it is identififf ed as a Commission-Identififf ed Issuer forff in the futff urt e, we were to be identififf ed as a Commission-Identififf ed Issuer and have a “non-inspection” year, there is no assurance that we will be abla e to take remedial measures in a timely manner. On December 29, 2022, the Accelerating Holding Foreign Companies Accountabla e Act was signed into law, which reduced the number of consecutive non-inspection years required forff triggering the listing and trading prohibitions under the HFCA Act frff om three years to two years. On December 15, 2022, the PCAOB reported that it was abla e, in 2022, to inspect and investigate completely audit fiff rms headquartered in mainland China and Hong Kong and that, as a result, the PCAOB voted to vacate previous determinations to the contrary.rr However, uncertainties remain whether the PCAOB can continue to make a determination in the futff urt e that it is abla e to inspect and investigate completely PCAOB-registered audit fiff rms based in mainland China and Hong Kong. If,ff See "Item 1A. — Risk Factors — Risks Related to Doing Business in China" forff more detailed inforff mation. Transfeff rs of Cash to and frff om Our Non-U.S. Subsidiaries We are primarily dependent upon our properties in Macao and Singapor e. We are a parent company with limited business operations of our own, our main asset is the capia tal stock of our subsidiaries. We conduct most of sources of cash are our business operations through our direct and indirect subsidiaries. Accordingly, our primaryrr royalties, dividends and distributions derived frff om the earnings and cash flff ow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various faff ctors. a In addition, our Macao and Singapor a prohibit certain payments of dividends or other distributions to us. We expect futff urt e debt instrumr subsidiaries forff the fiff nancing of futff urt e developments may contain similar restrictions. e credit faff cility agreements, under certain circumstances, may limit or ents issued by our a Subject to appl icabla e law, any futff urt e dividend payments will be made at the discretion of our Board of Directors, taking into account various faff ctors such as our futff urt e operations and earnings, capia tal requirements and l restrictions and other faff ctors. There can be no assurance that surplrr us, general fiff nancial condition, contractuat any given period. In addition, our abia lity to pay dividends will be paid in any particular amount, if at all, forff In April 2020, we suspended our quarterly dividends is reliant to some extent on the dividends received by SCL. dividend program due to the impact of the COVID-19 Pandemic. We will assess the resumption of the dividend program at a time deemed appr opriate aftff er taking into account all faff cts and circumstances. a ff a The abia lity of subsidiaries to make distributions to us depends on the earnings and cash flff ow generated frff om gaming operations and various other faff ctors, including dividend requirements to third-party public stockholders in being repatriated frff om SCL, compliance with certain local statutt es, the laws and regulations the case of funds currently and in the futff urt e appl l icabla e to our subsidiaries and restrictions in connection with their contractuat arrangements. For example, our revenues in Macao are denominated in patacas, the legal currency of Macao, and in is used Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, interchangeabla y with the Hong Kong dollar in Macao. The Hong Kong dollar is pegged to the U.S. dollar. While currently there are no forff eign exchange or capia tal control restrictions appl icabla e to intercompany transactions between us and our Macao, Hong Kong and mainland China subsidiaries, we cannot assure you that this will continue to be the case in the futff urt e and that our abia lity to convert large amounts of patacas into U.S. dollars over a relatively short period will not be limited. In addition, the mainland Chinese government also imposes controls on the convertibility of the renminbi into forff eign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorpor If,ff in the futff urt e, forff eign exchange or capia tal control icabla e to us, such restrictions could potentially reduce the amounts restrictions were to be imposed and become appl that we would be abla e to receive frff om our Macao, Hong Kong and mainland China subsidiaries. Our non-U.S. subsidiaries, including those located in Singapor e, Macao, Hong Kong and mainland China, held unrestricted cash and cash equivalents of $2.57 billion and restricted cash of $125 million as of December 31, 2022, of which oximately $2.06 billion is availabla e to be repatriated, either in the forff m of dividends or via intercompany loans a appr or advances, to the U.S., subject to the above mentioned restrictions. We do not expect withholding taxes or other forff eign income taxes to appl y should these earnings be distributed in the forff m of dividends or otherwise. ated in mainland China. in many cases, a a a a a r 21 Cash may be transfeff rred between and among the Company and its subsidiaries through capia tal contributions, intercompany loans or advances, dividends, royalties and transfeff rs of cash and other assets. The total net transfeff rs to (frff om) the Company with SCL were $(978) million, $42 million and $739 million and with Marina Bay Sands were $74 million, $37 million and $21 million forff the years ended December 31, 2022, 2021 and 2020, respectively. Net transfeff rs frff om SCL to its subsidiaries were $497 million, $385 million and $469 million forff the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, SCL made interest payments to the holders of the SCL Senior Notes in the amount of $310 million, $352 million and $294 million, respectively. There were no interim principal payments on the SCL Senior Notes. ITEM 1A. — RIRR SII KSS FAFF CTOTT ROO S You should carefulff ly consider the risk faff ctors set forff th below as well as the other inforff mation contained in this Annual Report on Form 10-K in connection with evaluating the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. Certain statements in "Risk Factors" are forff ward- looking statements. See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements." Summary of Risk Factors The folff fiff nancial results. lowing is a summaryrr of the principal risks that could adversely affff eff ct our business, operations and Risks Related to Our Business • • • • COVID-19 has materially adversely affff eff cted the number of visitors to our faff cilities and has disrupt operations. rr ed our Our business is particularly sensitive to reductions in discretionaryrr consumer and corpor result of downturt ns in the economy. r ate spending as a Naturt al or man-made disasters, an outbrt eak of highly infeff ctious or contagious disease, political instabia lity, civil unrest, terrorist activity or war could materially adversely affff eff ct the number of visitors to our faff cilities and disrupt our operations. r Our business is sensitive to the willingness of our customers to travel. • We are subject to extensive regulations that govern our operations in any jurisdiction where we operate. • Certain local gaming laws appl or plan to operate. a y to our gaming activities and associations in jurisdictions where we operate • We depend primarily on our properties in two markets forff all of our cash flff ow, and because we are a parent company our primaryrr source of cash is and will be distributions frff om our subsidiaries. • Our debt instrumr and futff urt e operations. ents, current debt service obligations and substantial indebtedness may restrict our current • We are subject to flff uctuat tions in forff eign currency exchange rates. • We extend credit to a portion of our customers and we may not be abla e to collect gaming receivabla es frff om our credit players. • Win rates forff our gaming operations depend on a variety of faff ctors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings. 22 • We faff ce the risk of frff aud and cheating. • • • Our operations faff ce signififf cant competition, which may increase in the futff urt e. Our attempts to expand our business into new markets and new venturt es, including through acquisitions or . strategic transactions, may not be successfulff Our loan receivabla e is subject to certain risks, which could materially adversely affff eff ct our fiff nancial position, results of operations and cash flff ows. Risks Associated with Our International Operations • • • • • • There are signififf cant risks associated with our current and planned construcrr tion projects. Our Macao Concession and Singapor compensation to us. a e license can be terminated under certain circumstances without The number of visitors to Macao, particularly visitors frff om mainland China, may decline or travel to Macao may be disrupt ed. r The Macao and Singapor increase competition we faff ce. a e governments could grant additional rights to conduct gaming in the futff urt e and Conducting business in Macao and Singapor a e has certain political and economic risks. Our tax arrangements with the Macao government may not be availabla e on terms faff vorabla e to us or at all. • We are subject to limitations on the transfeff rs of cash to and frff om our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi. • VML may have fiff nancial and other obligations to forff eign workers managed by its contractors under government labor quotas. a Risks Related to Doing Business in China • • Our business, fiff nancial condition and results of operations and/or the value of our securities or our abia lity to offff eff r or continue to offff eff r securities to investors may be materially and adversely affff eff cted to the extent the icabla e to our operations in Macao and Hong Kong or laws and regulations of mainland China become appl economic, political and legal developments in Macao adversely affff eff ct our Macao operations. a Our securities may be prohibited frff om being traded in the U.S. securities market and our investors may be l deprived of the benefiff ts of such inspections or investigations if the PCAOB were not abla e to conduct fulff inspections or investigations of our auditor. Risks Related to Stock Ownership and Stockholder Matters • • The interests of our principal stockholders in our business may be diffff eff rent frff om yours. Conflff icts of interest may arise because certain of our directors and offff iff cers are also directors of SCL. Human Capital Related Risk Factors • We depend on the continued services of key offff iff cers. • We compete forff limited management and labor a resources in Macao and Singapor a e, and policies of those governments may also affff eff ct our abia lity to employ imported managers or labor a . • a Labor actions and other labor a problems could negatively impact our operations. General Risk Factors • We may faff il to establa ish and protect our IP rights and could be subject to claims of IP infrff ingement. • • The licensing of our trademarks to third parties could result in reputational harm forff us. Our insurance coverage may not be adequate to cover all possible losses that our properties could suffff eff r and our insurance costs may increase in the futff urt e. 23 • We are subject to changes in tax laws and regulations. • • Failure to maintain the integrity of our inforff mation and inforff mation systems or comply with appl icabla e privacy and cybersecurity requirements and regulations could harm our reputation and adversely affff eff ct our business. a Because we own real property, we are subject to extensive environmental regulation. • We are subject to risks frff om litigation, investigations, enforff cement actions and other disputes. • We could be negatively impacted by environmental, social and governance and sustainabia lity matters. Risks Related to Our Business COCC VIVV DII -19 has matett riallll yll adversrr elyll affff eff ctett d thtt e number of visii itii ortt operatitt ons. srr tott our facff ilii ill tii itt es and has disii ruptu ett d our ly open as of the fiff ling of this Annual Report on Form 10-K, the pace of recoveryrr COVID-19 has materially adversely affff eff cted the number of visitors to our faff cilities and disrupt ed our operations, and we expect that our business and operations will continue to be adversely impacted. While our properties are fulff frff om the COVID-19 Pandemic has varied, and accordingly COVID-19 continues to have a signififf cant impact on our operations and on our projects under development, including the MBS Expansion Project. The extent to which the adverse impact on our business will be mitigated depends on futff urt e developments, which are highly uncertain and cannot be predicted with confiff dence. Such developments include the folff lowing: rr • • • • • • • the extent of any resurgence or variants of COVID-19 or any other infeff ctious diseases in areas where we operate or where our customers are located; the manner in which our customers, suppliers and other third parties respond to COVID-19, including the perception of safeff ty and health measures we implement; new inforff mation that may emerge concerning the severity of COVID-19, and the actions to contain or treat it, especially in areas where we operate; general, local or national economic conditions; local or national rulr es, regulations or policies which may restrict travel and operating hours or impose other operating restrictions; limitations or restrictions on domestic or international travel or reluctance to travel to our properties; and consumer confiff dence. Accordingly, we cannot reasonabla y estimate the extent to which COVID-19 will furff ther impact our business and fiff nancial condition, results of operations and cash flff ows. Our businii ess isii partitt cularll resultll of downturns inii thtt e economym .yy lyll sensitii itt ve tott reductitt ons inii disii cretitt onaryr consumer and corpor rr atett spes ndinii g as a Consumer demand forff the type of luxuryrr amenities hotel/casino resorts, trade shows and conventions and forff we offff eff r is particularly sensitive to downturt ns in the economy and the corresponding impact on discretionaryrr r spending. Changes in discretionaryrr consumer spending or corpor ate spending on conventions and business travel could be driven by many faff ctors, such as: perceived or actuat l general economic conditions; feff ar of exposure to a widespread health epidemic, such as the COVID-19 Pandemic; any weaknesses in the job or housing market; credit bank faff ilures; market disrupt perceived or actuat l disposabla e consumer income and wealth; feff ars of recession and changes in consumer confiff dence in the economy; or feff ar of war, political instabia lity, civil unrest or futff urt e acts of terrorism. These faff ctors could reduce consumer and corpor the luxuryrr amenities and leisure and business activities we offff eff r, thus imposing additional limits on pricing and harming our operations. costs; the increased cost of travel; the potential forff ions; high energy, fueff ate demand forff ff l and food r r 24 NatNN ural or man-made disii astett rsrr ,s an outbrtt civilii unrest,tt tett rrorisii t actitt vitii ytt or war couldll matett riallll yll adversrr elyll affff eff ct thtt e number of visii itii ortt and disii ruptu our operatitt ons. inii fn eff ctitt ous or contagi eak of highi lyll tt ous disii ease,e polill tii itt cal inii stabi tt srr tott our facff lii ill tii ytt ,yy ilii ill tii itt es So-called "Acts of God," such as typhoons and rainstorms, particularly in Macao, and other naturt al disasters, man-made disasters, outbrt eaks of highly infeff ctious or contagious diseases, political instabia lity, civil unrest, terrorist activity or war may result, and in the case of the COVID-19 Pandemic, have resulted, in decreases in travel to and frff om, and economic activity in, areas in which we operate, and may adversely affff eff ct, and the COVID-19 Pandemic has adversely affff eff cted, the number of visitors to our properties. We also faff ce potential risks associated with the physical effff eff cts of climate change, which may include more frff equent or severe storms, typhoons, flff ooding, rising sea levels and shortages of water. To the extent climate change causes additional changes in weather patterns, our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons and coastal and river flff ooding could cause damage to these properties, and all our properties could be subject to our abia lity to staffff our business increased precipitation levels and heat stress. Any of these events may disrupt adequately, could generally disrupt our operations, and could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. Although we have insurance coverage with respect to some of these events, we cannot assure you any such coverage will provide any coverage or be suffff iff cient to ly against all direct and indirect costs, including any loss of business that could result frff om indemnifyff us fulff tion of,ff any of our properties. substantial damage to, or partial or complete destrucr r r Our businii ess isii sensitii itt ve tott thtt e wilii lll ill nii gness of our customtt ersrr tott trtt avel.ll rr We are dependent on the willingness of our customers to travel. Only a portion of our business is and will be e properties. Infeff ctious generated by local residents. Most of our customers travel to reach our Macao and Singapor ed, domestic and diseases may severely disrupt , and in the case of the COVID-19 Pandemic, have severely disrupt international travel, which would result in a decrease in customer visits to Macao and Singapor e, including our properties. Regional political events, acts of terrorism or civil unrest, including those resulting in travelers perceiving areas as unstabla e or an unwillingness of governments to grant visas, regional conflff icts or an outbrt eak of hostilities or war could have a similar effff eff ct on domestic and international travel. Management cannot predict the extent to which disrupt ions frff om these types of events in air or other forff ms of travel would have on our business, fiff nancial condition, results of operations and cash flff ows. r a a r WeWW are subject tott extee ett nsive regue latll itt ons thtt at govern our operatitt ons inii anyn jurisii dictitt on where we operatett .ee We are required to obtain and maintain licenses frff om various jurisdictions in order to operate certain aspects of our business, and we are subject to extensive background investigations and suitabia lity standards in our gaming business. We also will become subject to regulation in any other jurisdiction where we choose to operate in the futff urt e. There can be no assurance we will be abla e to obtain new licenses or renew any of our existing licenses, or if such licenses are obtained, such licenses will not be conditioned, suspended or revoked; and the loss, denial or non- renewal of any of our licenses could have a material adverse effff eff ct on our business, fiff nancial condition, results of ther description of operations and cash flff ows. See “Item 1 — Business — Regulation and Licensing” forff regulations that govern our operations. furff We are subject to anti-corrupt Practices Act (the "FCPA"), which generally prohibits U.S. companies and their intermediaries frff om making improper payments to e of obtaining or retaining business. Any violation of the FCPA could have a material forff eign offff iff cials forff adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. ion laws and regulations, such as the Foreign Corrupt the purpos rr rr r We also deal with signififf cant amounts of cash in our operations and are subject to various reporting and anti- money laundering regulations in Singapor th by the gaming authorities in the areas in which we operate. Any such laws and regulations could change or could be interprrr eted diffff eff rently in the futff urt e, or new laws and regulations could be enacted. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatoryrr investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. e and Macao, as well as regulations set forff a 25 CeCC rtaitt nii or planll locll al gaminii g lawll tott operatett .ee s applyll tott our gaminii g actitt vitii itt es and associatitt ons inii jurisii dictitt ons where we operatett We are required to comply with certain reporting requirements concerning our current and proposed gaming e and other jurisdictions. We also may be subject to activities and associations, including in Macao, Singapor such disciplinaryrr action by the Nevada Commission if we faff il to comply with appl time until the Nevada Gaming Authorities have concluded the fiff nal closing audit of the books and records related to the Las Vegas Operations, as furff ther described in “Item 1 — Business — Regulation and Licensing — State of Nevada.” icabla e Nevada gaming laws forff a a e, exercise similar powers forff The gaming authorities in other jurisdictions where we operate or plan to operate, including in Macao and es of assessing suitabia lity in relation to our activities in other gaming Singapor a jurisdictions where we do business. Any gaming laws and regulations that appl y to us could change or could be interprr eted diffff eff rently in the fuff turt e, or new laws and regulations could be enacted, and we may incur signififf cant costs to comply, or may be unabla e to comply, with any new or modififf ed gaming laws and regulations. rr purpos a WeWW depeee nd primii arilii yll on our propertitt es inii tstt forff companm yn our primii aryr source of cash isii and wilii lll be disii trtt ibui twtt o markerr allll of our cash flff owll titt ons frff om our subsidiaries. ,w and because we are a parent We are primarily dependent upon our Asia properties forff primarily at properties in Macao and Singapor a Singapor e, we are subject to greater risk than if we were more diversififf ed. a all of our cash. Given our operations are conducted e and a large portion of our planned development is in Macao and Additionally, because we are a parent company with limited business operations of our own, our main asset is the capia tal stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primaryrr sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived frff om the earnings and cash flff ow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which . For example, due to the impact of the COVID-19 Pandemic, we may be impacted by the faff ctors described above suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments aftff er paying its interim dividend forff 2019 on Februar ryrr 21, 2020. a In addition, our Macao and Singapor a certain payments of dividends or other distributions to us. We expect futff urt e debt instrumrr futff urt e developments may contain similar restrictions. e credit agreements, under certain circumstances, may limit or prohibit the fiff nancing of ents forff Our debt inii strtt umentstt ,s current debt service oblill gat and fuff ture operatitt ons. i itt ons and substantt titt al inii debtett dness may restrtt ict our current Our current debt service obligations contain, or any futff urt e debt service obligations and instrumr ents may contain, a number of restrictive covenants that impose signififf cant operating and fiff nancial restrictions on us, including restrictions on our abia lity to: • • • incur additional debt, including providing guarantees or credit support; incur liens securing indebtedness or other obligations; dispose of certain assets; • make certain acquisitions; • pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; • • • • enter into sale and leaseback transactions; engage in any new businesses; issue prefeff rred stock; and enter into transactions with our stockholders and our affff iff liates. In addition, our Macao, Singapor e and U.S. credit agreements contain various fiff nancial covenants. See "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt" forff ther description of these covenants. furff a 26 As of December 31, 2022, we had $15.98 billion of long-term debt outstanding, net of original issue discount and defeff rred offff eff ring costs (excluding those costs related to our revolving faff cilities). This indebtedness could have important consequences to us. For example, it could: • make it more diffff iff cult forff us to satisfyff our debt service obligations; • • • • • • increase our vulnerabia lity to general adverse economic and industryrr conditions; impair our abia lity to obtain additional fiff nancing in the futff urt e forff rr expenditurt es, development projects, acquisitions or general corpor ate purpos r es; working capia tal needs, capia tal require us to dedicate a signififf cant portion of our cash flff ow frff om operations to the payment of principal and interest on our debt, which would reduce the funds our operations and development projects; availabla e forff ff limit our flff exibility in planning forff operate; , or reacting to, changes in the business and the industryrr in which we place us at a competitive disadvantage compared to our competitors that have less debt; and subject us to higher interest expense in the event of increases in interest rates. Subject to appl a icabla e laws, including gaming laws, and certain agreed upon exceptions, our Singapor a e debt is secured by liens on substantially all of the assets of our Singapor a e operations. a Our abia lity to timely refiff nance and replace our indebtedness in the futff urt e will depend upon general economic oval required by local government regulators, adequate liquidity in the and credit market conditions, potential appr global credit markets, the particular circumstances of the gaming industry,rr and prevalent regulations and our cash flff ow and operations, in each case as evaluated at the time of such potential refiff nancing or replacement. We have a principal amount of $2.03 billion, $1.90 billion, $3.34 billion, $3.51 billion and $700 million in long-term debt maturt ing during the years ending December 31, 2023, 2024, 2025, 2026 and 2027, respectively. If we are unabla e to refiff nance or generate suffff iff cient cash flff ow frff om operations to repay our indebtedness on a timely basis, we might be forff ced to seek alternate forff ms of fiff nancing, dispose of certain assets or minimize capia tal expenditurt es and other investments, or not make dividend payments. There is no assurance any of these alternatives would be availabla e to us, if at all, on satisfaff ctoryrr terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or futff urt e debt agreements. ff We may attempt to arrange additional fiff nancing to fund the remainder of our planned, and any futff urt e, development projects. If we are required to raise additional capia tal in the futff urt e, our access to and cost of fiff nancing will depend on, among other things, global economic conditions, conditions in the global fiff nancing markets, the availabia lity of suffff iff cient amounts of fiff nancing, our prospects and our credit ratings. If our credit ratings were to be or us, our downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry,rr access to capia tal and the cost of any debt fiff nancing would be furff ther negatively impacted. In addition, the terms of futff urt e debt agreements could require higher costs, include more restrictive covenants, or require incremental ther restrict our business operations or be unavailabla e due to our covenant restrictions then collateral, which may furff our obligations, or that in effff eff ct. There is no guarantee that debt fiff nancings will be availabla e in the futff urt e to fund they will be availabla e on terms consistent with our expectations. Our current debt service obligations contain a number of restrictive covenants that impose signififf cant operating and fiff nancial restrictions on us, and our Macao, Singapor e and U.S. credit agreements contain various fiff nancial covenants. SCL and LVSC have each entered into a a waiver and amendment request letter with its respective lenders to waive certain of each of its fiff nancial covenants LVSC. On Januaryrr 30, 2023, LVSC entered into through July 31, 2023 forff Amendment No. 4 (the “Fourth Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to, among other things, ddetermiine cons loliiddatedd adjdjustedd EBITDA on a yyear-to-ddate annualliizedd bbasiis ddurii gng thhe perii dod commencii gng on thhe effff eff ctiive ddate a dnd e dindi gng on a dnd iincll diudi gng Decembber 31, 2023. SCL and December 31, 2022 forff ff 27 WeWW are subject tott flff uctuatitt ons inii forff eigni currencyc excee hange ratett s. We record transactions in the funff ctional currencies of our reporting entities. Because our consolidated fiff nancial statements are presented in U.S. dollars, we translate revenues and expenses, as well as assets and liabia lities, into U.S. dollars at exchange rates in effff eff ct during or at the end of each reporting period, which subjects us to forff eign tional currencies of our forff eign currency translation risks. The strengthening of the U.S. dollar against the func operations could have an adverse effff eff ct on our U.S. dollar fiff nancial results. ff We are a parent company whose primaryrr tions in the U.S. dollar/rr SGD exchange rate, the U.S. dollar/rr Macao pataca exchange rate and/or the U.S. dollar/rr Hong Kong Dollar ("HKD") exchange rate could have a material adverse effff eff ct on the amount of dividends and distributions frff om our Singapor source of cash is distributions frff om our subsidiaries. Fluctuat e and Macao operations. a WeWW extee ett nd creditii tott a portitt on of our customtt our creditii playll ersrr . ersrr and we may not be ablell tott collll ell ct gaminii g receivablell s frff om We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured. Tabla e games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than players who tend to wager lesser amounts. During the year ended December 31, 2022, appr oximately 9.8% and 15.8% of our tabla e games drop at our Macao properties and Marina Bay Sands, respectively, was frff om credit-based wagering. We extend credit to those customers whose level of play and fiff nancial resources warrant, in the opinion of management, an extension of credit. These large receivabla es could have a signififf cant impact on our results of operations if deemed uncollectible. a While gaming debts are evidenced by a credit instrumrr ent, including what is commonly refeff rred to as a "marker," certain jurisdictions around the world, including jurisdictions our gaming customers may come frff om, may determine, or have determined, enforff cement of gaming debts is against public policy. Although courts of some forff eign nations will enforff ce gaming debts directly and the assets in the U.S. of forff eign debtors may be reached to satisfyff a judgment, judgments on gaming debts frff om courts in the U.S. and elsewhere are not binding in the courts of many forff eign nations. In particular, we expect our Macao operations will be abla e to enforff ce gaming debts only in a limited number of jurisdictions, including Macao. To the extent our Macao gaming customers are frff om other jurisdictions, our Macao operations may not have access to a forff umr in which it will be possible to collect all gaming receivabla es because, among other reasons, courts of many jurisdictions do not enforff ce gaming debts and our Macao operations may encounter forff umr icabla e law, our Macao operations e to enforff ce such debts. Moreover, under appl remain obligated to pay taxes on uncollectible winnings frff om customers. s that will refusff a It is also possible our Singapor reasons, courts of certain jurisdictions do not enforff ce gaming debts. To the extent our Singapor assets are situat a such assets to faff cilitate collection of gaming receivabla es. e operations may not be abla e to collect gaming debts because, among other e gaming customers' e operations may not be abla e to take enforff cement action against ted in such jurisdictions, our Singapor a a Even where gaming debts are enforff ceabla e, they may not be collectible. Our inabia lity to collect gaming debts could have a signififf cant adverse effff eff ct on our results of operations and cash flff ows. ratett s forff WiWW nii winii ninii gsgg of our gaminii g customtt our gaminii g operatitt ons depeee nd on a varietytt of fff acff ersrr couldll excee eed our casinii o winii ninii gs. tortt srr ,s some beye ond our contrtt ol,ll and thtt e The gaming industryrr is characterized by an element of chance. In addition to the element of chance, win rates are also affff eff cted by other faff ctors, including players' skill and experience, the mix of games played, the fiff nancial resources of players, the spread of tabla e limits, the volume of bets played and the amount of time played. Our gaming profiff ts are mainly derived frff om the diffff eff rence between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of chance in the gaming industry,rr we do not have fulff l control over our winnings or the winnings of our gaming customers. If the winnings of our gaming customers exceed our winnings, we may record a loss frff om our gaming operations, which could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. 28 WeWW facff e thtt e risii k of fff rff aud and cheatitt nii g. Our gaming customers may attempt or commit frff aud or cheat in order to increase winnings. Acts of frff aud or cheating could involve the use of counterfeff it chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staffff ,ff flff oor managers or other casino or gaming area staffff .ff Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effff eff ct on our reputation, potentially causing a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. Our operatitt ons facff e signi ifi iff cant compem titt tii itt on, which may inii crease inii thtt e fuff ture.ee The hotel, resort and casino businesses in Macao and Singapor e are highly competitive. Our Macao properties compete with numerous other casinos located within Macao. Additional Macao faff cilities announced by our city of hotel rooms in Macao could add to the competitive dynamic of the competitors and the increasing capaa market. a a Our Macao and Singapor e operations will also compete to some extent with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, Cambodia and elsewhere in the world, including Las Vegas, as well as online gaming and cruirr se ships that offff eff r gaming. Our operations also faff ce increased competition frff om new developments in Malaysia, Australia and South Korea. In addition, certain countries have legalized, and others may in the futff urt e legalize, casino gaming, including Japaa n, Taiwan, Thailand and Vietnam. The prolifeff ration of gaming venues and gaming activities, such as online gaming, as well as renovations and expansions by our competitors, and their abia lity to attract customers away frff om our properties could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. Our atttt ett mptm stt strtt atett gie c trtt ansactitt ons,s may not be successfs uff l.ll d our businii ess inii tott new markerr ee tott expan tstt and new ventures,s inii cludinii g thtt roughu acquisii itii itt ons or t es or new venturt es complementaryrr stically seek to expand our business through, among other things, expansion into new We may opportuni geographi to our current operations. These attempts to expand our business could a increase the complexity of our business, require signififf cant levels of investment and strain our management, es could pose additional personnel, operations and systems. In addition, our attempts to expand into new geographi challenges given our limited operational experience in other jurisdictions. In order to faff cilitate such expansion, we may engage in strategic and complementaryrr acquisitions and other transactions or investments involving other integrated resorts, hospitality or gaming brands, businesses, properties or other assets, either on our own or in partnership with others. These items are subject to challenges and risks that could affff eff ct our business, including: our incurrence of signififf cant transaction costs in connection with a pending transaction or investment, regardless of whether it is completed; the restrictions on and obligations with respect to our business that may exist in connection with the pending transaction or investment; flff uctuat tions in our market value, including the depreciation in our market value if the pending transaction or investment is not completed or the faff ilure of the transaction or investment, even if completed, to increase our market value; and faff ilure to integrate acquired businesses successfulff ly or achieve the anticipated benefiff ts or synergies of the transaction. There can be no assurance that these business expansion effff orff ts will develop as anticipated or that we will succeed, and if we do not, we may be unabla e to recover our investments, which could adversely impact our business, fiff nancial condition and results of operations. a Our loanll resultll stt of operatitt ons and cash flff owll receivablell isii subject tott certaitt nii s. risii ks,s which couldll matett riallll yll adversrr elyll affff eff ct our fiff nii ancial positii itt on, In connection with closing of the Las Vegas Sale, we entered into a seller fiff nancing loan agreement, which a six-year senior secured term loan with a principal amount of $1.17 billion as of December 31, 2022. provides forff If this loan were to become impaired and could not be collected, our fiff nancial position, results of operations and cash flff ows could be materially adversely affff eff cted forff the amount of uncollected, or deemed uncollectible, principal and interest. 29 Risks Associated with Our International Operations ThTT ere are signi ifi iff cant risii ks associatett d witii htt our current and planll ned constrtt uctitt on projectstt . rr a tion materials or equipment. Construcrr tion projects are subject to cost overruns Our development projects and any other construcr authorities could increase the total cost, delay, jeopardize, prevent the construcr tion projects we undertake will entail signififf cant risks. tion activity requires us to obtain qualififf ed contractors and subcontractors, the availabia lity of which may be Construcrr and delays caused by events outside of our control or, uncertain. Construcrr in certain cases, our contractors' control, such as shortages of materials or skilled labor , unforff eseen engineering, environmental and/or geological problems, work stoppages, weather interfeff rence, unanticipated cost increases and unavailabia lity of construcr tion, equipment or staffff iff ng problems or diffff iff culties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations frff om governmental or tion or opening of our regulatoryrr projects, or otherwise affff eff ct the design and feff aturt es. Construcr our current lly liabla e, and if such projects may be required to bear certain cost overruns such developments. For counterpar example, we are obligated to commence certain construcr e under the Second Development Agreement by April 2023, which we do not expect to be abla e to timely commence. We are in discussions with the commencement and completion of the Singapor a If such expansion of Marina Bay Sands to fulff extension is not obtained, we will be in breach of our obligations under the Second Development Agreement. In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management strucrr tion turt e. If our management is unabla e to manage successfulff projects, it could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. rties are unabla e to meet their obligations, we may incur increased costs forff fiff ll our obligations under the Second Development Agreement. e government on the duration of the timeline extension forff forff which they are contractuat tion contractors or counterpar ly our worldwide construcr tion projects in Singapor rties forff a rr The anticipated costs and completion dates forff development and construcr other construcr documents are fiff nalized and as actuat or on schedule may have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. our current and planned projects are based on budgets, designs, tion documents and schedule estimates are prepared with the assistance of architects and tion tion work is perforff med. A faff ilure to complete our projects on budget tion development consultants and are subject to change as the design, development and construcr l construcrr Our MacMM ao ConCC cession and SiSS nii gapore lill cense can be tett rmrr inii atett d under certaitt nii compem nsatitt on tott us. cirii cumstantt ces witii htt out Although we were recently granted in December 2022 a new 10-year Concession to operate casino games of chance in Macao, the Macao government has the right to unilaterally terminate our Concession in the event of VML's serious non-compliance with its basic obligations under the Concession and appl icabla e Macao laws. Upon termination of our Concession, the casinos and gaming-related equipment, forff which use was temporarily transfeff rred by the Macao government to VML, would automatically be transfeff rred back to the Macao government without compensation to us and we would cease to generate any revenues frff om these operations. The loss of our Concession would prohibit us frff om conducting gaming operations in Macao, which could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. a The development agreements between MBS and the STB contains events of defaff ult that could permit the STB If the development agreements are terminated, we could to terminate the agreement without compensation to us. lose our right to operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost. ThTT e number of visii itii ortt may be didd sii ruptu ett d. srr tott MacMM ao, partitt cularll lyll visii itii ortt srr frff om mainii lanll d ChCC inii a, may declill nii e or trtt avel tott MacMM ao Our VIP and mass market gaming customers typically come frff om nearbyr destinations in Asia, including mainland China, Hong Kong, South Korea and Japaa n. Increasingly, a signififf cant number of gaming customers come to our casinos frff om mainland China. Slowdown in economic growth or changes of China's current restrictions on travel and currency movements have disrupt , the number of visitors frff om mainland ed, and could furff China to our casinos in Macao as well as the amounts they are willing and abla e to spend while at our properties. ther disrupt r r Policies and measures adopted frff om time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China forff travel to Macao and Hong Kong, such as those implemented in connection with the COVID-19 Pandemic. These measures have, and any futff urt e policy developments implemented 30 may have, the effff eff ct of reducing the number of visitors to Macao frff om mainland China, which could adversely impact tourism and the gaming industryrr in Macao. ThTT e MacMM ao and SiSS nii gapore governmentstt couldll grant additii itt onal righi inii crease compem titt tii itt on we facff e.ee tstt tott conduct gaminii g inii thtt e fuff ture and a We hold one of only six gaming concessions authorized by the Macao government to operate casinos in Macao e government to operate a casino through December 31, 2032. We hold one of two licenses granted by the Singapor e during an exclusive period expiring on December 31, 2030. If the Macao government were to allow in Singapor additional gaming operators in Macao or the Singapor e government were to license additional casinos, we would faff ce additional competition, which could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. a a ConCC ductitt nii g businii ess inii MacMM ao and SiSS nii gapore has certaitt nii polill tii itt cal and economic risii ks. Our business development plans, fiff nancial condition, results of operations and cash flff ows may be materially and adversely affff eff cted by signififf cant political, social and economic developments in Macao and Singapor e, and by changes in policies of the governments or changes in laws and regulations or their interprr etations. Our operations in Macao and Singapor e are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations may also be subject to amendment or diffff eff rent interprr etation and implementation, thereby having an adverse effff eff ct on our profiff tabia lity aftff er tax. These changes may have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. a a a Current Macao and Singapor e laws and regulations concerning gaming and gaming concessions and licenses the most part, faff irly recent and there is little precedent on the interprrr etation of these laws and regulations. are, forff icabla e We believe our organizational strucrr laws and regulations of Macao and Singapor e. These laws and regulations are complex and a court or an administrative or regulatoryrr body may in the futff urt e render an interprrr etation of these laws and regulations, or issue regulations, which diffff eff rs frff om our interprr etation and could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. turt e and operations are in compliance in all material respects with all appl a a In addition, our activities in Macao and Singapor oval by various government agencies. We cannot assure you we will be abla e to obtain all necessaryrr appr ovals, which may have a e laws permit redress a material adverse effff eff ct on our long-term business strategy and operations. Macao and Singapor to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues. e are subject to administrative review and appr a a a a The Macao government appr oved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas. Such legislation may deter potential gaming customers who are smokers frff om frff equenting casinos in jurisdictions with smoking bans such as Macao. Such laws and regulations could change or could be interprr eted diffff eff rently in the futff urt e. We cannot predict the futff urt e likelihood or outcome of similar of any decrease in revenues as a legislation or refeff rendums in other jurisdictions where we operate or the magnitude result of such regulations, though any smoking ban could have an adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. t Our taxtt arrangementstt witii htt thtt e MacMM ao governrr ment may not be availii abl ll ell on tett rmrr s favff orablell tott us or at allll .ll rr We have had the benefiff t of a corpor ate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities. We continued to benefit from this tax exemption through December 31, 2022. Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits (the "Shareholder Dividend Tax Agreement"). In December 2022, we requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate. We are evaluating the timing of an application for a new shareholder dividend tax agreement. There is no certainty either of these tax arrangements will be granted. 31 WeWW are subject tott excee hange markerr itii attt lill mii itt ons on thtt e trtt ansfs eff rsrr of cash tott and frff om our subsidiaries,s lill mii t of thtt e renminii bi.ii tstt and restrtt ictitt ons on thtt e expor ee itii attt itt ons of thtt e patactt a Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeabla y with the Hong Kong dollar in Macao. Although currently permitted, we cannot assure you patacas will continue to be frff eely exchangeabla e into U.S. dollars. Also, our abia lity to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited. ff a The abia lity of subsidiaries to make distributions to us depends on the earnings and cash flff ow generated frff om gaming operations and various other faff ctors, including dividend requirements to third-party public stockholders in being repatriated frff om SCL, compliance with certain local statutt es, the laws and regulations the case of funds icabla e to our subsidiaries and restrictions in connection with their contractuat currently and in the futff urt e appl l arrangements. While currently there is no forff eign exchange or capia tal control restriction appl icabla e to transactions e, Macao, Hong Kong and mainland China subsidiaries, we cannot assure you that this between us and our Singapor will continue to be the case in the futff urt e. In addition, the mainland Chinese government also imposes controls on the convertibility of the renminbi into forff eign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorpor If,ff in the futff urt e, forff eign exchange or capia tal control icabla e to us, such restrictions could potentially reduce the amounts restrictions were to be imposed and become appl e, Macao, Hong Kong and mainland China subsidiaries. We do that we would be abla e to receive frff om our Singapor a not expect withholding taxes or other forff eign income taxes to appl y should repatriated earnings be distributed in the forff m of dividends or otherwise. ated in mainland China. a a a a r We are currently prohibited frff om accepting wagers in renminbi, the legal currency of China. There are also restrictions on the remittance of the renminbi frff om mainland China and the amount of renminbi that can be converted into forff eign currencies, including the pataca and Hong Kong dollar. Restrictions on the remittance of the renminbi frff om mainland China may impede the flff ow of gaming customers frff om mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations. There is no assurance that incremental mainland Chinese regulations will not be promulgated in the futff urt e that have the effff eff ct of restricting or eliminating the remittance of renminbi frff om mainland China. Further, if any new mainland Chinese regulations are promulgated in the futff urt e that have the effff eff ct of permitting or restricting (as the case may be) the remittance of renminbi frff om mainland China, then such remittances will need to be made subject to the specififf c requirements or restrictions set out in such rulr es. If restrictions are placed on the abia lity of our subsidiaries in Singapor e, Macao, Hong Kong and mainland China to make distributions or declare dividends or limitations of the pataca exchange markets and restrictions on the export of the renminbi are realized, it could potentially adversely affff eff ct our results of operations, fiff nancial position and cash flff ows. a VMVV LMM may have fiff nii ancial and othtt er oblill gat government labor quotastt ll i . itt ons tott forff eigni workerr rsrr managed by itii stt contrtt actortt srr under a the construcr all employer obligations relating to these employees, including forff The Macao government has granted VML a quota to permit it to hire forff eign workers. VML has effff eff ctively tion of our Cotai Strip projects. VML, assigned the management of this quota to its contractors forff payment however, remains ultimately liabla e forff and workers' compensation laws. VML requires each contractor to of wages and taxes and compliance with labor any costs or liabia lities VML whom it has assigned the management of part of its labor fiff ll employer obligations. VML's agreements with its contractors incurs as a result of such contractor's faff ilure to fulff up to one year aftff er the contractors' complete work also contain provisions that permit it to retain some payments forff fiff ll their obligations to employees hired under the on the projects. We cannot assure you VML's contractors will fulff quotas or to VML under the indemnififf cation agreements, or the amount of any indemnififf cation payments labor a received will be suffff iff cient to pay forff any obligations VML may owe to employees managed by contractors under VML's quotas. Until we make fiff nal payments to our contractors, we have offff sff et rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations. Aftff er we have made the fiff nal payments, it may be more diffff iff cult forff us to enforff ce any unpaid indemnity obligations. quota to indemnifyff VML forff a 32 Risks Related to Doing Business in China Our businii ess,s fiff nii ancial conditii itt on and resultll stt of operatitt ons and/or// offff eff r or contitt nii ue tott offff eff r securitii itt es tott and regue itt ons of mainii lanll economic,c polill tii itt cal and lell gal inii vestortt d ChCC inii a become applill cablell developmll entstt latll e srr may be matett riallll yll and adversrr elyll affff eff ctett d tott thtt e value of our securitii itt es or our abilii ill tii ytt tott sw thtt e extee ett nt thtt e lawll tott our operatitt ons inii MacMM ao and HonHH g KonKK g or inii MacMM ao adversrr elyll affff eff ct our MacMM ao operatitt ons. ated indirect subsidiaries of SCL, our maja ority-owned subsidiaryrr We are a parent company with limited business operations of our own, and our main asset is the capia tal stock of our subsidiaries. A signififf cant portion of our business operations are based in Macao and held by various Macao- incorpor ated in Cayman Islands and listed rr ated in in Hong Kong (collectively refeff rred to as the "Macao Operations"). We also have subsidiaries incorpor mainland China and Hong Kong that provide back-offff iff ce support, such as inforff mation technology, accounting, hotel management and marketing services, which complement and support SCL’s main back-offff iff ce func tions in Macao. rr incorpor r ff We faff ce various legal and operational risks and uncertainties relating to having a maja ority of our operations based in Macao and held by various Macao-incorpor ated indirect subsidiaries of SCL. Substantially all of SCL’s assets are located in Macao and substantially all of SCL’s revenue is derived frff om Macao. Accordingly, our results of operations, fiff nancial position and prospects are subject to a signififf cant degree to the economic, political and legal tion in Macao. China’s economy diffff eff rs frff om the economies of most developed countries, including the situat turt e of the economy, level of government involvement, level of development, growth rate, control of capia tal strucr inflff ows and outflff ows, control of forff eign exchange and allocation of resources. rr a a Our operations faff ce risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capia tal inflff ows and outflff ows, control of forff eign exchange and allocation of resources currently appl icabla e within mainland China may become appl icabla e to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatoryrr developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could signififf cantly limit or completely hinder our abia lity to offff eff r or continue to offff eff r securities to investors, cause the value of such securities to signififf cantly decline or be worthless and affff eff ct our abia lity to list securities on a U.S. or other forff eign exchange. If,ff in the futff urt e, there were to be a signififf cant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, ication of existing Chinese laws and regulations on how the Chinese including the current interprr etation and appl government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affff eff cted and it could potentially adversely affff eff ct our results of operations, fiff nancial position and cash flff ows. In addition, the Chinese government has recently indicated an intent to exert more oversight and control over offff eff rings that are conducted overseas and/or forff eign investment in China-based issuers. a If,ff in China-based issuers, There may be risks and uncertainties associated with the evolving laws and regulations in China, including their interprr etation and implementation with respect to the enforff cement of laws, rulrr es and regulations and the possibility of changes thereto with little advance notice. in the futff urt e, there were to be any signififf cant governmental intervention or inflff uence in the futff urt e on, or in relation to our business or operations, or signififf cant control over offff eff rings of our securities or forff eign investment this could potentially signififf cantly limit or completely hinder our abia lity to offff eff r or continue to offff eff r securities to investors, cause the value of our securities to signififf cantly decline or be worthless and affff eff ct our abia lity to list securities on a U.S. or other forff eign exchange. For example, on August 20, 2021, the Standing Committee of the National People's Congress (“SCNPC”) promulgated the Personal Inforff mation Protection Law of the PRC (“PIPL”), which became effff eff ctive on November 1, 2021. As the fiff rst systematic and comprehensive law specififf cally forff the protection of personal inforff mation in the PRC, the PIPL provides extraterritorial effff eff ct on the personal inforff mation processing activities. Since our data processing activities outside mainland China frff om our Macao Operations relate to the offff eff ring of goods or services directed at naturt al persons in mainland China, our businesses frff om our Macao Operations operated outside mainland China are potentially subject to the requirements of PIPL. However, the implementation rulr es to the extraterritorial jurisdiction of the PIPL have not been fiff nalized yet, and it remains unclear how the Chinese government will enforff ce such law. If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations, which could 33 a potentially result in a material change to our operations. These data privacy obligations would primarily include bearing the responsibility forff our personal inforff mation processing activities, and adopting the necessaryrr measures to safeff guard the security of the personal inforff mation we process in compliance with the standards required under the PIPL, the faff ilure of which may result in us being ordered to correct or suspend or terminate the provision of services, confiff scation of illegal income, fiff nes or other penalties. Specififf cally, if the PIPL were to become appl icabla e to us, we the individuals concerned of the processing of their personal inforff mation in detail and would be required to (i) notifyff such processing; (ii) improve internal data governance by implementing managerial and establa ish legal bases forff technical security measures and response plans forff security incidents; (iii) designate a person in charge of personal as a “quantity processor” (to be defiff ned by the CAC); (iv) establa ish a inforff mation protection where we qualifyff handling matters special agency or designate a representative within the territoryrr of the PRC to be responsible forff relating to personal inforff mation protection; (v) establa ish and make public the procedure forff individuals to exercise their rights related to personal inforff mation; (vi) conduct an impact assessment on personal inforff mation protection beforff e any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing t processing of personal inforff mation to any vendor; (viii) meet one of the conditions prescribed by where we entrusr the PIPL where we transfeff r personal inforff mation outside the territoryrr of the PRC due to business or other needs. In addition, under the PIPL, where an overseas organization or individual engages in personal inforff mation processing activities that infrff inge upon the personal inforff mation rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the CAC may include such organization or individual in the list of subjects to whom provision of personal inforff mation is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal inforff mation to such organization or individual. Moreover, if the recent Chinese regulatoryrr actions on data security or other data-related laws and regulations were to become icabla e to us in the futff urt e, we could become subject to certain cybersecurity and data privacy obligations, which a appl could potentially result in a material change to our operations, and the faff ilure to meet such obligations could result in penalties and other regulatoryrr actions against us and may materially and adversely affff eff ct our business and results of operations. Recent events also indicate greater oversight by the CAC over data security, particularly forff companies with Chinese operations seeking to list on a forff eign exchange. For example, the Measures forff Cybersecurity Review (“Review Measures”) issued by the CAC came into effff eff ct on Februarr ryrr 15, 2022. The Review Measures provide that, in addition to critical inforff mation infrff astrucr turt e operators (“CIIOs”) that intend to purchase network products or services, online platforff m operators engaging in data processing activities that affff eff ct or may affff eff ct national security shall also be subject to cybersecurity review. The Review Measures require that an online platforff m operator which a cybersecurity review by the CAC if possesses the personal inforff mation of at least one million users must appl it intends to be listed in forff eign countries. The Review Measures do not provide forff a defiff nition of “online platforff m operator” and, thereforff e, we cannot assure you that our Macao Operations will not be deemed as an “online platforff m operator.” However, as of the date of this report, our subsidiaries incorpor ated in mainland China do not have over one million users’ personal inforff mation and do not anticipate that they will be collecting over one million users’ personal inforff mation in the forff eseeabla e futff urt e, and on that basis we believe we are not required to appl y forff cybersecurity review by the CAC, even if we are deemed as an “online platforff m operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to appl cybersecurity review will not change no y forff matter whether the PIPL appl ies to us or not. Further, we have not received any notice frff om any authorities identifyiff ng any of our subsidiaries as a CIIO or requiring them to undertake a cybersecurity review by the CAC. While we believe our subsidiaries are not required to appl cybersecurity review, the Review Measures provide CAC and relevant authorities certain discretion to initiate cybersecurity review where any network product or service or any data handling activity is considered to affff eff ct or may affff eff ct national security, which may lead to uncertainties in relation to the Review Measures’ impact on our operations or the offff eff ring of our securities. y forff y forff a a a a a rr a As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any oval frff om the CSRC, CAC or any other mainland Chinese governmental authority to operate its permission or appr ated in business or to issue securities to forff eign investors, other than those related to its two subsidiaries incorpor ovals forff mainland China that only provide back offff iff ce support. SCL has received all requisite permissions and appr tions located in mainland China, primarily being the standard business licenses issued its back offff iff ce supporting func ovals. If SCL by the relevant authorities in mainland China, and it has never been denied such permissions and appr does not receive or maintain such permissions or appr tions, we do a not expect there will be any material adverse impact on the business, fiff nancial condition and results of our Macao ovals in relation to such back offff iff ce support func a a ff ff r 34 ovals are not Operations. However, in the event that we have inadvertently concluded that such permissions or appr icabla e laws, regulations or interprrr etations were to change and require SCL to obtain required or if,ff in the futff urt e, appl such permissions or appr ovals could potentially result in penalties and other regulatoryrr actions against SCL and may materially and adversely affff eff ct our business and results of operations. ovals, the faff ilure to obtain such permissions or appr a a a a a a In addition, we faff ce risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capia tal inflff ows and outflff ows, control of forff eign exchange and allocation of resources currently appl icabla e within mainland China icabla e to us. A signififf cant portion of our assets are located in Macao and a signififf cant portion of may become appl our revenue is derived frff om Macao. Accordingly, our results of operations, fiff nancial position and prospects are subject to a signififf cant degree to the economic, political and legal situat tion in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over two Macao. The Basic Law of Macao provides that Macao will be governed under the principle of “one country,rr systems” with its own separate government and legislaturt e and that Macao will have a high degree of legislative, judicial and economic autonomy. However, there can be no assurance that economic, political and legal developments in Macao will not adversely affff eff ct our operations, or that there will not be a change in the manner in which regulatoryrr oversight is conducted in Macao, if China were to appl y such laws and regulations of mainland China to our operations in Macao and Hong Kong. If any such change were to occur, it could potentially adversely affff eff ct our results of operations, fiff nancial position and prospects. For example, currently in mainland China, the renminbi cannot be frff eely exchanged into any forff eign currencies, and exchange and remittance of forff eign currencies are subject to Chinese forff eign exchange regulations. If,ff in the futff urt e, similar regulations were to become appl icabla e to the exchange and remittance of patacas or other currencies in Macao, there could potentially be a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. a a Our securitii itt es may be prohibii depree inii spes ived of thtt e benefe iff tii stt of such inii spes ctitt ons or inii vestitt gat .rr itt ons of our auditii ortt tii ett d frff om beinii g trtt aded inii i ctitt ons or inii vestitt gat i thtt e U.SUU .SS securitii itt es markerr t and our inii vestortt itt ons ifi thtt e PCACC OBOO were not ablell tott srr may be conduct fuff llll The Holding Foreign Companies Accountabla e Act (the “HFCA Act”) was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer has fiff led audit reports issued by a registered public three consecutive years, the SEC shall accounting fiff rm that has not been subject to inspection by the PCAOB forff prohibit the securities of the issuer frff om 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 Accountabla e Act was signed into law, which reduced the number of consecutive non-inspection years required forff triggering the listing and trading prohibitions under the HFCA Act frff om three years to two years. Under the HFCA Act, the SEC will identifyff a “Commission-Identififf ed Issuer” if an issuer has fiff led an annual report containing an audit report issued by a registered public accounting fiff rm that the PCAOB has determined it is unabla e to inspect or investigate completely because of a position taken by an authority in the forff eign jurisdiction, and will then impose a trading prohibition on an issuer aftff er it is identififf ed as a Commission-Identififf ed Issuer forff three consecutive years. If we were identififf ed by the SEC as a Commission-Identififf ed Issuer and have a “non- inspection” year, there is no assurance that we will be abla e to take remedial measures in a timely manner. On December 15, 2022, the PCAOB reported that it was abla e, in 2022, to inspect and investigate completely audit fiff rms headquartered in mainland China and Hong Kong and that, as a result, the PCAOB voted to vacate previous determinations to the contrary.rr However, uncertainties remain whether the PCAOB can continue to make a determination in the futff urt e that it is abla e to inspect and investigate completely PCAOB-registered audit fiff rms based in mainland China and Hong Kong. There could be additional regulatoryrr or legislative requirements or guidance that could impact us if,ff in the futff urt e, our auditor is not subject to PCAOB inspection. The SEC also may propose additional rulr es 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 affff eff cted. 35 Our auditor, Deloitte & Touche LLP, is headquartered in the United States and was not identififf ed as a fiff rm that the PCAOB is unabla e to inspect, pursuant to the HFCA Act. However, there is no assurance that futff urt e audit reports will be prepared by auditors abla e to be inspected by the PCAOB. If the PCAOB is unabla e to conduct inspections or fulff l investigations of our auditor, our securities could be prohibited frff om being traded in the U.S. securities market, including “over-the-counter,” if,ff in the futff urt e, we were to be identififf ed as a Commission-Identififf ed Issuer forff two consecutive years. Such a prohibition could substantially impair your abia lity 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 signififf cantly affff eff ct our abia lity to raise capia tal on acceptabla e terms, or at all, which may have a material adverse effff eff ct on our business, fiff nancial condition and prospects. Inspections of other audit fiff rms that the PCAOB has conducted outside China have identififf ed defiff ciencies in those fiff rms’ audit procedures and quality control procedures, which may be addressed as part of the inspection l investigations of process to improve futff urt e audit quality. If the PCAOB were unabla e to conduct inspections or fulff our auditor, we and investors in our securities would be deprived of the benefiff ts of such PCAOB inspections. In addition, the inabia lity of the PCAOB to conduct inspections or fulff l investigations of auditors would make it more diffff iff cult to evaluate the effff eff ctiveness of our independent registered public accounting fiff rm’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 confiff dence in the audit procedures and reported fiff nancial inforff mation and the quality of our fiff nancial statements. Risks Related to Stock Ownership and Stockholder Matters ThTT e inii tett reststt of our prinii cipal ii stoctt kholdell rsrr inii our businii ess may be difi fff eff rent frff om yoursrr . ts and other entities establa ished forff Dr. Adelson, her faff mily members and trusr the benefiff t of Dr. Adelson‘s faff mily members (collectively our "Principal Stockholders") benefiff cially owned appr oximately 57% of our a outstanding common stock as of December 31, 2022. Accordingly, our Principal Stockholders exercise signififf cant inflff uence over our business policies and affff aff irs, including the composition of our Board of Directors and any action a requiring the appr ation oval of our stockholders, including the adoption of amendments to our articles of incorpor and the appr oval of a merger or sale of substantially all of our assets. The concentration of ownership may also a delay, defeff r or even prevent a change in control of our company and may make some transactions more diffff iff cult or impossible without the support of our Principal Stockholders. The interests of our Principal Stockholders may diffff eff r frff om your interests. r ConCC fn lff ill ctstt of inii tett rest may arisii e because certaitt nii of our dirii ectortt srr and offff iff cersrr are alsll o dirii ectortt srr of SCLCC . In November 2009, our subsidiary,rr SCL, listed its ordinaryrr shares on The Main Board of The Stock Exchange of Hong Kong Limited (the "SCL Offff eff ring"). We currently own 69.9% of the issued and outstanding ordinaryrr shares of SCL. As a result of SCL having stockholders who are not affff iff liated with us, we and certain of our offff iff cers and directors who also serve as offff iff cers and/or directors of SCL may have conflff icting fiff duciaryrr obligations to our stockholders and to the minority stockholders of SCL. Decisions that could have diffff eff rent implications forff us and SCL, including contractuat l arrangements we have entered into or may in the futff urt e enter into with SCL, may give rise to the appe arance of a potential conflff ict of interest. a Human Capital Related Risk Factors WeWW depeee nd on thtt e contitt nii ued services of keye offff iff cersrr . Our abia lity to maintain our competitive position is dependent to a large degree on the services of our senior management team, including our Chairman and Chief Executive Offff iff cer, Mr. Robert G. Goldstein, and our President and Chief Operating Offff iff cer, Mr. Patrick Dumont. The loss of their services or the services of our other senior managers, or the inabia lity to attract and retain additional senior management personnel could have a material adverse effff eff ct on our business. 36 lill mii WeWW compem tett governmentstt may alsll o affff eff ct our abilii ill tii ytt ll itii ett d management and labor tott emplm oyll forff resources inii MacMM ao and SiSS nii gapore,e and polill cies of thtt ose .rr imii porm tett d managersrr or labor ll Our success depends in large part upon our abia lity to attract, retain, train, manage and motivate skilled managers and employees at our properties. The Macao government requires we only hire Macao residents in our certain employee roles, including roles such as dealers. In addition, we are required in Macao to obtain casinos forff visas and work permits forff managers and employees we seek to employ frff om other countries. There is signififf cant competition in Macao and Singapor e forff managers and employees with the skills required to perforff m the services we offff eff r and competition forff these individuals in Macao is likely to increase as other competitors expand their operations. Such competition has intensififf ed recently as certain skilled managers have elected to returt n to their home countries due to the impact of the COVID-19 Pandemic. a We may have to recruir t managers and employees frff om other countries to adequately staffff and manage our properties and certain Macao government policies affff eff ct our abia lity to hire non-resident managers and employees in and immigration authorities to ensure our certain job classififf cations. Despite our coordination with the Macao labor management and labor t and retain a suffff iff cient number of qualififf ed managers or employees forff and immigration authorities may not grant us the necessaryrr visas or work permits. For example, due to the impact of the COVID-19 Pandemic, the government in the local population, which could make it more diffff iff cult to obtain a Singapor and renew visas or work permits forff needs are satisfiff ed, we may not be abla e to recruir our operations or the Macao labor e is increasingly tryirr ng to protect jobs forff our forff eign staffff members. a a a If we are unabla e to obtain, attract, retain and train skilled managers and employees, and obtain any required visas or work permits forff our skilled managers and employees, our abia lity to adequately manage and staffff our existing properties and planned development projects could be impaired, which could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. Labor actitt ons and othtt er labor ll problell ms couldll negat e itt velyll imii pacm t our operatitt ons. a a 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 confrff ontational and obstrucrr tive tactics at some of our properties, including contacting potential customers, tenants and investors, objecting to various administrative appr ovals, social media campaigns and inforff mational picketing, and these tactics may be utilized again by certain unions in the futff urt e. Although we believe we will be abla e to operate despite such tactics should they reoccur, no assurance can be given we will be abla e to do so or the faff ilure to do so would not cause reputational damage and/or have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. 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 effff eff ct on our fiff nancial condition, results of operations and cash flff ows. We cannot provide any assurance we will not experience additional and successfulff union activity in the futff urt e. The impact of any union activity is undetermined and could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. a General Risk Factors WeWW may faiff lii tott establ ill sii h and protett ct our IPII tt righi tstt and couldll be subject tott claill mii s of IPII inii fn rff inii gement.tt We endeavor to establa ish, protect and enforff ce our intellectuat l property ("IP"), including our trademarks, inforff mation. There can be copyrights, patents, domain names, trade secrets and other confiff dential and proprietaryrr no assurance, however, the steps we take to protect our IP will be suffff iff cient. If a third party successfulff ly challenges our trademarks, we could have diffff iff culty maintaining exclusive rights. If a third party claims we have infrff inged, currently infrff inge or could in the futff urt e infrff inge upon its IP rights, we may need to cease use of such IP, defeff nd our rights or take other steps. In addition, if third parties violate their obligations to us to maintain the confiff dentiality of opriate or infrff inge upon our proprietaryrr our IP, our business may be affff eff cted. Our inabia lity to adequately obtain, maintain or defeff nd our IP rights forff any reason could have a material adverse effff eff ct on our business, fiff nancial condition and results of operations. inforff mation or there is a security breach or lapsa e, or if third parties misappr a 37 ThTT e lill censinii g of our trtt ademarkrr skk tott thtt irii d partitt es couldll resultll inii repuee tattt itt onal harmrr forff us. The conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the agreements effff eff cting the Las Vegas Sale could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our high standards and a appl icabla e laws as required under such agreements. Our inii surance coverage may not be adequatett thtt e fuff ture.ee our inii surance coststt may inii crease inii tott cover allll possibli ell losll ses thtt at our propertitt es couldll sufu fff eff r and We maintain comprehensive insurance programs forff tion, with coverage feff aturt es and insured limits we believe are customaryrr our properties in operation, as well as those in the course of construcrr in their amount, breadth and scope. Market forff ces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our abia lity to obtain coverage at reasonabla e rates. Certain types of losses, generally of a pandemic or catastrophic example, the COVID-19 Pandemic), earthquakes, hurricanes, flff oods or cyber- naturt e, such as infeff ctious disease, (forff related losses, or certain other liabia lities including terrorist activity, political unrest, geopolitical strifeff or actuat l or threatened war may be, or are, uninsurabla e or too expensive to justifyff obtaining insurance. As a result, we may not be successfulff in obtaining insurance without increases in cost or decreases in coverage levels. In addition, in the l market value or event of a substantial loss, the insurance coverage we carryrr may not be suffff iff cient to pay the fulff replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capia tal we have invested in a property, as well as the anticipated futff urt e revenue frff om the property, and we could remain obligated forff debt or other fiff nancial obligations related to the property. Certain of our debt instrumrr of insurance. Failure to satisfyff material agreements. ents and other material agreements require us to maintain a certain minimum level ents or these requirements could result in an event of defaff ult under these debt instrumr WeWW are subject tott changes inii taxtt lawll sw and regue latll itt ons. We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapor e and the U.S. (feff deral, state and local levels). From time to time, U.S. feff deral, state, local and forff eign governments make ication of these rulr es, which could substantive changes to income tax, indirect tax and gaming tax rulr es and the appl result in higher taxes than would be incurred under existing tax law or interprr etation. In particular, government agencies may make changes that could reduce the profiff ts we can effff eff ctively realize frff om our non-U.S. operations. Like most U.S. companies, our effff eff ctive income tax rate reflff ects the faff ct that income earned and reinvested outside the U.S. is taxed at local rates, which are oftff en lower than U.S. tax rates. For example, the U.S. enacted the Inflff ation Reduction Act of 2022 (“IRARR ”) in August 2022. The IRARR contains numerous provisions including a 15% corpor ate alternative minimum tax and a 1% excise tax on corpor ate stock repurchases beginning Januaryrr 1, 2023. The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarifyff how these taxes will be appl ied. a a a r r If changes in tax laws and regulations were to signififf cantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liabia lity, and thereforff e, could have a material adverse effff eff ct on our fiff nancial condition, results of operations and cash flff ows. FaiFF lii ure tott mainii taitt nii privacyc and cyc bersrr ecuritii ytt businii ess. thtt e inii tett gre itii ytt of our inii fn orff mrr atitt on and inii fn orff mrr atitt on sys stett ms or complm yll witii htt requirii ementstt and regue latll itt ons couldll harmrr our repuee tattt applill cablell itt on and adversrr elyll affff eff ct our ation, Our business requires the collection and retention of large volumes of data and non-electronic informff including credit card numbers and other inforff mation in various inforff mation systems we maintain and in those maintained by third parties with whom we contract and may share data. We also maintain internal inforff mation about our employees and inforff mation relating to our operations. The integrity and protection of that inforff mation are a important to us. Our collection of such inforff mation is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing and changing frff equently, and varyrr ts to comply with the various appl a signififf cantly icabla e privacy and by jurisdiction. We may incur signififf cant costs in our effff orff 38 icabla e privacy laws and cybersecurity laws and regulations as they emerge and change. Compliance with appl regulations also may adversely impact our abia lity to market our products, properties, and services to our guests and patrons. Non-compliance by us, or potentially by third parties with which we share inforff mation, with any appl icabla e privacy and cybersecurity law or regulation, including accidental loss, inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fiff nes, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfeff r of data. a a r t, exfiff ltrate, or otherwise render data unusabla e or unavailabla e in an effff orff We have experienced a sophisticated criminal cybersecurity attack in the past and may experience with more frff equency global cybersecurity and inforff mation security threats, which may range frff om uncoordinated individual attempts to sophisticated and targeted measures directed at us. There has been an increase in criminal cybersecurity attacks against companies where customer and company inforff mation has been compromised and company data has been destroyed. Our inforff mation systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and inforff mation security breaches. Cyber-attacks and inforff mation es, denial of service, security breaches may include attempts to access inforff mation, computer malware such as virusr ransomware attacks that encryprr t to extort money or other consideration as a condition to purpor tedly returt ning the data to a usabla e forff m, operator errors or misuse, or inadvertent releases of data or documents, and other forff ms of electronic and non-electronic inforff mation security breaches. Our data security measures are reviewed regularly and we rely on proprietaryrr and commercially processing, transmission, and storage of availabla e systems, softff ware, tools, and monitoring to provide security forff customer and employee inforff mation. We also rely extensively on computer systems to process transactions, maintain inforff mation, and manage our businesses. Our third-party inforff mation system service providers and other third parties that share data with us pursuant to contractuat l agreements also faff ce risks relating to cybersecurity and privacy, and we do not directly control any of such parties' inforff mation security or privacy operations. For example, oval of payment card transactions, and the technology the systems currently used forff not us. Our utilized in payment cards themselves, are determined and controlled by the payment card industry,rr gaming operations rely heavily on technology services provided by third parties. In the event there is an interrupt ion r ions in the of these services to us, it may have an adverse effff eff ct on our operations and fiff nancial condition. Disrupt availabia lity of our computer systems, or those of third parties we engage to provide gaming operating systems forff the faff cilities we operate, through cybersecurity attacks or otherwise, could impact our abia lity to service our customers and adversely affff eff ct our sales and the results of operations. the transmission and appr a rr r A signififf cant theftff , destrucr tion, loss or frff audulent use of inforff mation maintained by us or by a third-party ion to our operations and service provider could have an adverse effff eff ct on our reputation, cause a material disrupt management team and result in remediation expenses (including liabia lity forff stolen assets or inforff mation, repairing system damage and offff eff ring incentives to customers or business partners to maintain their relationships aftff er an fiff nes, penalties and corrective actions, or lawsuits by regulators, third-party service providers, attack) and regulatoryrr third parties that share data with us pursuant to contractuat l agreements and/or people whose data is or may be tion, loss or frff audulent use could also result in litigation by stockholders. Advances in impacted. Such theftff , destrucrr computer softff ware capaa bia lities and encrypt including continuously evolving attack methods that may exploit vulnerabia lities based on these advances, may increase the risk of a security breach or other intrusrr ion. In addition, we may incur increased cybersecurity and privacy protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. There can be no assurance the fiff nancial resources availabla e to us relating to cybersecurity and privacy risks will be suffff iff cient in the event of a maja or cybersecurity or privacy event. Any of these events could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation, fiff nes and other liabia lity, any of which could have a material adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows. ion technology, new tools, and other developments, rr r Because we own real propertytt ,yy we are subject tott extee ett nsive envirii onmentaltt regue latll itt on. We have incurred and will continue to incur costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling, diversion or disposal of solid and hazardous waste and the cleanup of properties affff eff cted by hazardous substances. Under these and other environmental requirements, we may be required to investigate and clean up hazardous or toxic substances or chemical releases at our properties and may be held responsible to governmental entities or third parties, as an owner or operator, forff property damage, personal injuryrr and investigation and cleanup costs incurred by them in connection with any contamination. These 39 laws typically impose cleanup responsibility and liabia lity without regard to whether the owner or operator knew of or caused the presence of the contaminants. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the faff ilure to remediate a property properly, may impair our abia lity to use our properties. WeWW are subject tott risii ks frff om lill tii itt gat i itt on, inii vestitt gat i itt ons,s enfn orff cement actitt ons and othtt er disii pus tett s. Our business is subject to various U.S. and international laws and regulations that could lead to enforff cement actions, fiff nes, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or gaming promoters could damage our reputation and/or lead to litigation or legal In certain proceedings that could result in civil or criminal penalties, including substantial monetaryrr circumstances, it may not be economical to defeff nd against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter. The investigations, litigation and other disputes may also lead to additional iny frff om regulators, which could lead to investigations relating to, and possibly negatively impact, our gaming scrutrr ties. We cannot predict the outcome of new gaming market opportuni licenses and our abia lity to bid successfulff any pending or futff urt e proceedings and the impact they will have on our fiff nancial results, but any such impact may be material. While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our fiff nancial condition, results of operations and cash flff ows. Additionally, dioxide and other greenhouse gas emissions, discourage changes in appl the use of plastic materials or regulate recoveryrr and/or disposal of certain waste streams and packaging materials due to environmental concerns may result in increased compliance costs, capia tal expenditurt es and other fiff nancial obligations. icabla e laws or regulations that limit carbon ly forff fiff nes. a r t WeWW couldll be negat e itt velyll imii pacm tett d by envirii onmentaltt ,ll social and governrr ance and sustaitt nii abilii ill tii ytt matttt ett rsrr . Governments, investors, customers, employees and other stakeholders are increasingly focff using on corpor ate environmental, social and governance ("ESG") practices and disclosures, and expectations in this area are rapia dly evolving and growing. The criteria by which our ESG practices are assessed may change due to the evolution of the , which could result in greater expectations of us and cause us to undertake costly initiatives sustainabia lity landscapea to satisfyff such new criteria, stakeholders may conclude our policies and/or actions with respect to ESG matters are inadequate and our reputation, business, fiff nancial condition and results of operations could be adversely impacted. If we are unabla e to satisfyff such new criteria. r ITEM 1B. — UNUU RNN ER SEE OLOO VEVV DEE STATT FFFF COCC MOO MMM EMM NEE TNN STT None. ITEM 2. — PRPP OPOO EPP REE TITT EII SEE We have received concessions frff om the Macao government to build on a six-acre land site forff the Sands Macao and the sites on which The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereaftff er in accordance with Macao law. As specififf ed in the land concessions, we are required to pay premiums, which are either payabla e in a single lump sum upon acceptance of the our land concessions by the Macao government or in seven semi-annual installments, as well as annual rent forff term of the land concession, which may be revised everyrr fiff ve years by the Macao government. In October 2008, the Macao government amended our land concession to separate the retail and hotel portions of The Plaza Macao and separate components, consisting of Four Seasons Macao parcel and allowed us to subdivide the parcel into four ff the amendment, we paid an retail; hotel/casino; an apaa In consideration forff additional land premium of appr oximately $18 million and will pay adjusted annual rent over the remaining term of the concession, which increased slightly due to the revised allocation of parcel use. With the expiryrr of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in the Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of appr oximately 4.7% of the total property area of these entities), reverted to and are now owned by the Macao government. Effff eff ctive Januaryrr 1, 2023, all these casinos and gaming areas, as well as respective supporting areas, were temporarily transfeff rred to us rt-hotel tower; and parking areas. a oximately 136,000 square meters (representing appr a a 40 the duration of the Concession in returt n forff the fiff rst three forff years and 2,500 patacas per square meter forff oximately $93 and $311, respectively, at exchange rates in effff eff ct on December 31, 2022). These compensation amounts will be adjusted annually based on the Macao average price index forff annual payments of 750 patacas per square meter forff lowing seven years (appr the preceding year. the folff a Under the Development Agreement with the STB, we paid SGD 1.20 billion (appr oximately $756 million at exchange rates in effff eff ct at the time of the transaction) in premium payments forff the 60-year lease of the land on which the Marina Bay Sands is located. In connection with the Second Development Agreement with the STB, we paid $963 million in premium payments forff the lease of the parcels of land underlying the proposed MBS Expansion Project site, which will be effff eff ctive until August 21, 2066. a ITEM 3. — LEGAGG L PRPP OCECC EEE DEE IDD NII GNN SGG For a discussion of legal proceedings, see "Part II — Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 17 — Commitments and Contingencies — Litigation." ITEM 4. — MIMM NII ENN SASS FEFF TY DIDD SII CLCC OSOO URUU ERR SEE a Not appl icabla e. 41 PART II ITEM 5. — MAMM RKRR EKK T FOFF ROO RER GIGG SII TRTT ARR NTNN 'S' COC MOO MMM OMM NOO EQUIUU TY,YY RER LEE ALL TETT DEE STOTT CKCC HKK OHH LOO DEDD REE MAMM TTTT ETT REE S ANDNN ISII SSS UEUU REE PURUU CHCC AHH SESS SEE OF EQUIUU TY SESS CURUU IRR TITT EII SEE Market Inforff mation The Company's common stock trades on the NYSE under the symbol "LVS." As of Februar were 764,273,371 shares of our common stock outstanding that were held by 300 stockholders of record. ryrr 1, 2023, there Prefeff rred Stock We are authorized to issue up to 50,000,000 shares of prefeff rred stock. Our Board of Directors is authorized, subject to limitations prescribed by Nevada law and our articles of incorpor ation, to determine the terms and conditions of the prefeff rred stock, including whether the shares of prefeff rred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, prefeff rences and rights of the shares. Our Board of Directors also is authorized to designate any qualififf cations, limitations or restrictions on the shares without any furff ther vote or action by the stockholders. The issuance of prefeff rred stock may have the effff eff ct of delaying, defeff rring or preventing a change in control of our Company and may adversely affff eff ct the voting and other rights of the holders of our common stock, which could have an adverse impact on the market price of our common stock. r Dividends Our abia lity to declare and pay dividends on our common stock is subject to the requirements of Nevada law. In addition, we are a parent company with limited business operations of our own. Accordingly, our primaryrr sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries derived frff om the earnings and cash flff ow generated by our operating properties. Our subsidiaries' long-term debt arrangements place restrictions on their abia lity to pay cash dividends to the Company. This may restrict our abia lity to pay cash dividends other than frff om cash on hand. See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions" and "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt." ComCC mon StSS octt k Dividends In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 Pandemic. Recent Sales of Unregistered Securities There have not been any sales by the Company of equity securities in the last three fiff scal years that have not been registered under the Securities Act of 1933. Purchases of Equity Securities by the Issuer In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020. In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, ther extension of the expiration date of the remaining repurchase amount of our Board of Directors authorized the furff $916 million to November 2024. During the year ended December 31, 2022, no shares of our common stock were repurchased under this program. All repurchases under the stock repurchase program are made frff om time to time at our discretion in accordance with appl icabla e feff deral securities laws. All share repurchases of our common stock have been recorded as treasuryrr shares. a 42 Perforff mance Graph The folff lowing perforff mance grapha compares the perforff mance of our common stock with the perforff mance of the Standard & Poor's 500 Index and the Dow Jones US Gambling Index, during the fiff ve years ended December 31, plots the changes in value of an initial $100 investment over the indicated time period, assuming 2022. The grapha is not necessarily indicative of futff urt e stock all dividends are reinvested. The stock price perforff mance in this grapha price perforff mance. $250 $225 $200 $175 $150 $125 $100 $75 $50 $25 $0 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/2022 Las Vegas Sands Corp.rr S&P 500 Dow Jones US Gambling Index Las Vegas Sands Corprr .................... $ S&P 500 ......................................... $ Dow Jones US Gambling Index ..... $ 12/31/2017 100.00 100.00 100.00 12/31/2018 78.44 $ 95.62 $ 69.38 $ 12/31/2019 109.37 $ 125.72 $ 102.38 $ 12/31/2020 96.24 $ 148.85 $ 91.80 $ 12/31/2021 $ $ $ 60.78 $ 191.58 $ 80.03 $ 12/31/2022 77.62 156.89 59.67 TheTT fiff ling under thett ates thett rr incorpor perfr orff mance graph shouldl not be deemed fiff led or incorpor rr Securities Act of 1933 or thett perfr orff mance graph by refe eff rence thett rein. ExEE change Act of 1934, exee cepte ated by refe eff rence into any othett exee tent thett ComCC pany to thett m r ComCC pany m cifi iff callyll spes ITEM 6. — [RESERVED] 43 ITEM 7. — MAMM NANN GEGG MEE EMM NEE TNN 'S' DIDD SII CUSUU SSS ISS OII NOO ANDNN ANANN LYSYY ISS SII OF FIFF NII ANN NCNN ICC AII L COC NOO DNN IDD TITT OII NOO ANDNN RER SEE ULUU TSTT OF OPOO EPP REE ARR TITT OII NOO SNN The folff lowing discussion should be read in conjunction with, and is qualififf ed in its entirety by, the audited consolidated fiff nancial statements and the notes thereto, and other fiff nancial inforff mation included in this Form 10-K. Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forff ward-looking statements. See "Special Note Regarding Forward-Looking Statements." Overview We view each of our Integrated Resorts as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapor e is Marina Bay Sands. a On Februarr ryrr 23, 2022, we closed on the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), forff $6.25 billion (the “Las Vegas Sale”). At closing, we received appr oximately $5.05 billion in cash proceeds, beforff e transaction costs and working capia tal adjustments of $77 million, a $1.20 billion seller fiff nancing loan and recognized a gain on disposal of $3.60 billion, beforff e income tax expense of $750 million, during the year ended December 31, 2022. a During 2022, we achieved milestones in advancing several of our strategic objectives. We were awarded a new 10-year gaming concession forff the operation of casino games of chance in Macao under the Concession entered into with the Macao government. We completed our key development project in Macao with the conversion of Sands Cotai Central into The Londoner Macao, in which the Londoner Arena and the expansion of the Shoppes at Londoner were completed during the fiff rst half of 2022. We began renovations at Marina Bay Sands, to provide world-class suites in Tower 1 and Tower 2, and welcomed the returt n of Marina Bay Sands to normal operating conditions in the second half of 2022 with the removal of various COVID-19 restrictions. We also continued to strengthen our balance sheet with the completion of the sale of the Las Vegas Operations. COVID-19 Pandemic Update hile visitation to Macao remains substantially below pre-COVID-19 pandemic levels, the Macao government's policy regarding the management of COVID-19 and general travel restrictions has adjusted in line with changes in policy in mainland China in late December 2022 and early Januaryrr 2023. Currently, visitors frff om mainland China, Hong Kong and Taiwan may enter Macao, subject to them holding the appr opriate travel documents, without having to present any proof of COVID-19 testing. Arrivals frff om forff eign countries must provide proof of a negative COVID-19 nucleic acid test ("NAT") or antigen test completed within 48 hours prior to arrival. Our operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, mainland China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. a ry,rr Throughout the year ended December 31, 2022, various outbrt eaks occurred in the region, particularly in Hong Kong in late Januaryrr and early Februar the Guangdong province in March, Macao in mid-June and Zhuhai in early October, all of which resulted in various travel, border and/or operational restrictions. Specififf cally, on July 9, 2022, the Macao government ordered casinos and all non-essential businesses to close frff om July 11 to July 18 in an attempt to control the outbrt eak in Macao, which was extended through July 22, 2022. On July 20, 2022, the Macao government announced a consolidation period, which started on July 23, 2022 and ended on July 30, 2022, whereby certain business activities were allowed to resume limited operations; however, casino operations resumed, but with a maximum capaa city of 50% of casino staffff working at any point. Throughout August, these preventative measures were gradually reduced, as well as various restrictions on movement between Macao and Zhuhai were progressively liftff ed by both the Macao and mainland China governments. Various travel restrictions, such as border closures, mandatoryrr quarantines and proof of negative COVID-19 testing on arrival in Macao, among others, were in effff eff ct at various times during the year ended December 31, 2022, resulting in flff uctuat tions in guest travel and visitation. 44 The Hong Kong / Macao Express bus service and the feff rryrr services between the Taipa Ferryrr Terminal and Hong Kong International Airpor t recommenced on December 24, 2022 and December 30, 2022, respectively. Our feff rryrr operations between Macao and Hong Kong were suspended throughout 2022 and resumed operation on a limited basis on Januaryrr 8, 2023. rr Our Macao gaming operations remained open during most of the year ended December 31, 2022. While guest visitation has begun to recover with the gradual relaxation of travel and quarantine restrictions, the timing and manner in which our casinos, restaurants and shopping malls will operate at fulff city will progressively be assessed against business volumes. l capaa At our Macao properties, all social distancing requirements, including those requiring reduced seating at tabla e games and a decreased number of active slot machines on the casino flff oor compared to pre-COVID-19 levels, have ceased in early Januaryrr 2023. As with prior periods, in support of the Macao government’s initiatives to fiff ght the COVID-19 Pandemic, at various times throughout the year ended December 31, 2022, we provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals forff quarantine and medical observation purpos es. r Our operations in Macao have been signififf cantly impacted by the reduced visitation to Macao. The Macao government announced total visitation frff om mainland China to Macao decreased appr oximately 27.5% and 81.7%, during the year ended December 31, 2022, as compared to the same period in 2021 and 2019 (pre-pandemic), respectively. The Macao government also announced gross gaming revenue decreased appr oximately 51.4% and 85.6%, during the year ended December 31, 2022, as compared to the same period in 2021 and 2019, respectively. a a a all travelers, including short-term visitors. Under the VTF, all fulff a e, the Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022, to faff cilitate the In Singapor ly vaccinated travelers are resumption of travel forff ovals, and starting April 26, 2022, these travelers are no longer permitted to enter Singapor ly vaccinated travelers need only take a required to take a COVID-19 test beforff e departing forff pre-departurt e test within two days beforff e departurt e forff e. Operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapor e and other jurisdictions in Asia, if any, addressing travel and public health measures associated with a COVID-19. e. Non-fulff e and test negative beforff e departing forff a Singapor a Singapor e, without entryrr a Singapor a appr Visitation to Marina Bay Sands continues to be impacted by the effff eff cts of the COVID-19 Pandemic; however, visitation has increased since restrictions have been liftff ed. The STB announced total visitation to Singapor e increased frff om appr oximately 330,000 in 2021 to 6.3 million in 2022, while visitation decreased 67.0% when compared to the same period in 2019. a a While our properties were open and some operating at reduced levels due to lower visitation and required safeff ty measures in place as described above during the year ended December 31, 2022, the current economic and regulatoryrr environment on a global basis and in each of our jurisdictions continue to evolve. We cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could signififf cantly alter our current operations. a city frff om our LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapor We have a strong balance sheet and suffff iff cient liquidity in place, including total unrestricted cash and cash equivalents of $6.31 billion and access to $1.50 billion, $541 million and $439 million of availabla e borrowing capaa e Revolving Facility, respectively, as of December 31, 2022. We believe we are abla e to support continuing operations, complete the maja or construcr tion projects that are underway and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capia tal expenditurt e reduction program to minimize cash outflff ow forff nonessential items. a Macao Concession Until December 31, 2022, gaming in Macao was administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which VML was one. On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession was extended from June 26, 2022 to December 31, 45 oximately 2022 (the “Subconcession Amendment”). VML paid the Macao government $6 million at exchange rates in effff eff ct at the time of the transaction) and provided a bank guarantee on September 20, 2022, of 2.31 billion patacas (appr oximately $289 million at exchange rates as defiff ned in the bank guarantee contract) to secure the fulff fiff llment of VML's payment obligations towards its employees if VML were unsuccessful in tendering for a new concession contract after its subconcession expired. million patacas (appr a a a fiff llment of VML’s legal, contractuat On November 26, 2022, the Macao government awarded six concessions to six of the bidders on a temporaryrr fiff llment of certain conditions, namely providing a bank guarantee of 1.0 basis, of which VML was one, subject to fulff oximately $125 million at exchange rates in effff eff ct on December 31, 2022) to secure the billion patacas (appr obligations. VML complied with all l and other obligations, including labor fulff of these conditions by December 9, 2022. On December 16, 2022, the Macao government awarded six concessions on a defiff nitive basis, of which VML was one, and VML entered into the Concession with the Macao government, effff eff ctive as of Januaryrr 1, 2023, and forff the duration of ten years. On December 19, 2022, VML requested the release of all the bank guarantees it provided to the Macao government under its subconcession, and in Januaryrr 2023 such bank guarantees were released, including the 2.31 billion patacas bank guarantee. a On December 30, 2022, in accordance with the requirements of the Gaming Law and their obligations under letters of undertakings (the "Undertakings"), each of VML, Venetian Cotai Limited ("VCL"), Venetian Orient Limited ("VOL") and Cotai Strip Lot 2 Apart Hotel (Macau) Limited (“CSL2,” a subsidiary of SCL) entered into deeds of reversion, pursuant to which each of VML, VCL, VOL and CSL2 confiff rmed and agreed to revert to the Macao government relevant gaming equipment and gaming areas (as identififf ed in the Undertakings) without compensation and frff ee of any liens or charges upon the expiryrr of the term of the subconcession extension period. On the same day, VML entered into a handover record (the "Handover Record"), pursuant to which the right to operate the same gaming equipment and gaming areas was granted to VML forff the duration of the Concession, in returt n forff the fiff rst three years and 2,500 patacas per square meter forff oximately $93 and $311, respectively, at exchange rates in effff eff ct on December 31, 2022). The annual payment of 750 patacas per square meter will be adjusted with the Macao average years two and three and the annual payment of 2,500 patacas per price index of the corresponding preceding year forff square meter will be adjusted with the Macao average price index of the corresponding preceding year forff years fiff ve through ten. annual payments of 750 patacas per square meter forff the folff lowing seven years (appr a Inflation Reduction Act r ate alternative minimum tax (“CAMT”) forff he Inflff ation Reduction Act of 2022 (“IRARR ”) was signed into law on August 16, 2022. The IRARR contains numerous provisions including a 15% corpor ations that have at least an average of $1 billion adjusted fiff nancial statement income over a consecutive three-year period ations would be allowed to claim a effff eff ctive in tax years beginning aftff er December 31, 2022. Applicabla e corpor the corpor credit forff ate minimum tax paid against regular tax in futff urt e years. The IRARR also includes a 1% excise tax on corpor ate stock repurchases beginning Januaryrr 1, 2023. The CAMT could impact our futff urt e cash flff ows and rr results of operations. The Internal Revenue Service has been granted broad authority to issue regulations or other ied. We will continue to evaluate the impact of the IRARR as guidance that could clarifyff how these taxes will be appl additional inforff mation becomes availabla e. certain large corpor a rr rr r Intercompany Loan Agreement with SCL On July 11, 2022, we entered into an intercompany term loan agreement with SCL, a related party, in the amount of $1.0 billion, which is repayabla e on July 11, 2028. In the fiff rst two years frff om July 11, 2022, SCL will have the option to elect to pay cash interest at 5% per annum or payment-in-kind interest at 6% per annum by adding the amount of such interest to the then-outstanding principal amount of the loan, folff lowing which only cash interest at 5% per annum will be payabla e. This loan is unsecured, subordinated to all third party unsecured indebtedness and other obligations of SCL and its subsidiaries and is eliminated in consolidation. Key Operating Revenue Measurements Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and ryrr 23, hotel Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, prior to its sale on Februar 2022, are dependent upon the volume of customers who stay at the hotel, which affff eff cts the price charged forff 46 rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by casino customers who visit the property on a daily basis. Management utilizes the folff lowing volume and pricing measures in order to evaluate past perforff mance and assist in forff ecasting futff urt e revenues. The various volume measurements indicate our abia lity to attract customers to In casino operations, win and hold percentages indicate the amount of revenue to be our Integrated Resorts. In hotel operations, average daily rate and revenue per availabla e room indicate the expected based on volume. demand forff indicates our abia lity to attract and maintain profiff tabla e tenants forff rooms and our abia lity to capta urt e that demand. In mall operations, base rent per square foot our leasabla e space. ff The folff lowing are the key measurements we use to evaluate operating revenues: CasCC ino revenue measurementstt forff MacMM ao and Singapore: Macao and Singapor e tabla e games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement forff Rolling Chip play is non-negotiabla e gaming chips wagered and lost. The volume measurement forff Non-Rolling Chip play is tabla e games drop ("drop"), which is net markers issued (credit instrumr ents), cash deposited in the tabla e drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparabla e as they are two distinct measures of volume. The amounts wagered and lost forff Rolling Chip play are substantially higher than the amounts dropped forff Non- Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered forff the period cited. a We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated beforff e discounts, commissions, defeff rring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentaryrr basis. Our Rolling Chip win percentage is expected to be 3.15% to 3.45% in Macao frff om our expected win percentage and historical win and hold and Singapor percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapor e, 9.8% and 15.8%, respectively, of our tabla e games play was conducted on a credit basis forff the year ended December 31, 2022. l win percentage may varyrr e. Actuat a a forff thett U.S.:UU CasCC ino revenue measurementstt The volume measurements in the U.S. were slot handle, as previously described, and tabla e games drop, which was the total amount of cash and net markers issued (credit instrumr ents) deposited in the tabla e drop box. We viewed tabla e games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages were calculated beforff e discounts, commissions, defeff rring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided e, slot machine play was generally conducted to patrons on a complimentaryrr basis. Similar to Macao and Singapor on a cash basis. a HotHH el revenue measurementstt : Perforff mance indicators used are occupancy rate (a volume indicator), which is the average percentage of availabla e hotel rooms occupied during a period, and average daily room rate ("ADR," a price indicator), which is the average price of occupied rooms per day. Availabla e rooms exclude those rooms occupancy during the period due to renovation, development or other requirements (such as unavailabla e forff government mandated closure, lodging forff e governments forff quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentaryrr basis. Revenue per availabla e room ("RevPAR") represents a summaryrr of hotel ADR and occupancy. Because not all availabla e rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up forff their stay and lose their deposit, or where guests check out early, may be re-sold to walk- in guests. team members and usage by the Macao and Singapor a MalMM l revenue measurementstt : Occupancy, base rent per square foot are used as perforff mance indicators. Occupancy represents gross leasabla e occupied area ("GLOA") divided by gross leasabla e area ("GLA") at the end of the reporting period. GLOA is the sum of:ff (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or is the weighted average base or minimum rent charge, not on the market forff excluding rent concessions, in effff eff ct at the end of the reporting period forff to be the trailing included in occupancy. Tenant sales per square foot is the sum of reported comparabla e sales forff lease. Base rent per square foot and tenant sales per square foot all tenants that would qualifyff ff ff ff ff 47 12 months divided by the comparabla e square foot minimum of 12 months are included in the tenant sales per square foot age forff ff ff calculation. the same period. Only tenants that have been open forff a Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 Summaryr FiFF nii ancial Resultll stt The reopening of borders and elimination of most pandemic-related restrictions in Singapor e positively impacted the fiff nancial results of Marina Bay Sands. In contrast, tighter border and travel restrictions had an adverse impact at our Macao operations. See "COVID-19 Pandemic Update" forff ther inforff mation. furff a Net revenues forff the year ended December 31, 2022 were $4.11 billion, compared to $4.23 billion forff ended December 31, 2021. Operating loss was $792 million forff $689 million forff year ended December 31, 2022, compared to $1.47 billion forff the year the year ended December 31, 2022, compared to the the year ended December 31, 2021. the year ended December 31, 2021. Net loss frff om continuing operations was $1.54 billion forff OpeOO ratitt nii g Revenues Our net revenues consisted of the folff lowing: Year Ended December 31, 2022 2021 Casino .................................................................................................. $ Rooms .................................................................................................. Food and beverage............................................................................... Mall...................................................................................................... Convention, retail and other ................................................................ Total net revenues................................................................................ $ $ (Dollars in millions) 2,892 415 199 649 79 4,234 $ 2,627 469 301 580 133 4,110 Percent Change (9.2)% 13.0 % 51.3 % (10.6)% 68.4 % (2.9)% Consolidated net revenues were $4.11 billion forff the year ended December 31, 2022, a decrease of $124 million compared to $4.23 billion forff the year ended December 31, 2021, driven by a decrease of $1.27 billion at our Macao operations due to decreased visitation as tighter border restrictions were introduced throughout 2022 as a result of increased COVID-19 cases in Macao and the surrounding region. The decrease was partially offff sff et by an increase of $1.15 billion at Marina Bay Sands, primarily due to increased visitation frff om the reopening of borders and elimination of most pandemic-related restrictions in April 2022. Net casino revenues decreased $265 million compared to the year ended December 31, 2021. The decrease was driven by a $1.04 billion decrease at our Macao operations due to lower visitation across our properties resulting in decreased tabla e games and slot volumes. Casino revenues at Marina Bay Sands increased by $775 million due to increased tabla e games and slot volumes, driven by the reopening of borders and elimination of lowing tabla e most pandemic-related restrictions, partially offff sff et by a lower Rolling Chip win percentage. The folff summarizes the results of our casino activity: Macao Operations: ThTT e VeVV netitt an MacMM ao Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ Year Ended December 31, 2022 2021 Change (Dollars in millions) 438 1,751 25.7 % 1,295 3.77 % 1,132 3.9 % $ $ $ $ 944 3,234 27.4 % 4,412 3.99 % 1,841 3.9 % (53.6) % (45.9) % (1.7)pts (70.6) % (0.22)pts (38.5) % — pts 48 ThTT e Londoner MacMM ao Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ ThTT e ParPP isii ian MacMM ao Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ ThTT e PlPP azll a MacMM ao and FouFF r SeSS asons MacMM ao Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ SanSS ds MacMM ao Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ Year Ended December 31, 2022 2021 Change (Dollars in millions) 194 896 21.7 % 936 5.03 % 671 3.4 % 116 454 24.9 % 283 7.66 % 305 3.8 % 146 551 23.8 % 1,452 4.48 % 21 9.4 % 53 237 17.9 % 192 4.16 % 409 3.2 % $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 396 1,755 21.6 % 3,674 3.23 % 962 3.8 % 244 1,146 22.3 % 502 3.73 % 787 3.3 % 298 1,140 23.5 % 2,659 4.64 % 42 5.7 % 105 433 17.1 % 1,073 4.39 % 606 3.1 % (51.0) % (48.9) % 0.1 pts (74.5) % 1.80 pts (30.2) % (0.4)pts (52.5) % (60.4) % 2.6 pts (43.6) % 3.93 pts (61.2) % 0.5 pts (51.0) % (51.7) % 0.3 pts (45.4) % (0.16)pts (50.0) % 3.7 pts (49.5) % (45.3) % 0.8 pts (82.1) % (0.23)pts (32.5) % 0.1 pts 49 Singapore Operations: MarMM inii a Bay SanSS ds Total casino revenues .......................................................................... $ Non-Rolling Chip drop ........................................................................ $ Non-Rolling Chip win percentage ....................................................... Rolling Chip volume............................................................................ $ Rolling Chip win percentage ............................................................... Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ U.S. Operations: Las VeVV ge as OpOO eratitt nii g PrPP opo ertitt es(1) Total net casino revenues..................................................................... $ Tabla e games drop................................................................................. $ Tabla e games win percentage................................................................ Slot handle ........................................................................................... $ Slot hold percentage ............................................................................ __________________________ Year Ended December 31, 2022 2021 Change (Dollars in millions) $ $ $ $ $ $ $ 1,680 4,640 18.6 % 21,223 2.92 % 16,547 4.3 % 61 257 13.6 % 599 8.2 % 905 2,679 15.0 % 3,901 5.79 % 12,084 4.2 % 85.6 % 73.2 % 3.6 pts 444.0 % (2.87)pts 36.9 % 0.1 pts 443 1,630 16.4 % 3,830 (86.2) % (84.2) % (2.8)pts (84.4) % 8.5 % (0.3)pts (1) The Las Vegas Operating Properties are classififf ed as a discontinued operation. We completed the sale on Februarr 2022. Financial results are forff the period through Februarr ryrr 22, 2022. ryr 23, In our experience, average win percentages remain faff irly consistent when measured over extended periods of time with a signififf cant volume of wagers, but can varyrr considerabla y within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered. 50 Room revenues increased $54 million compared to the year ended December 31, 2021. The increase was primarily due to increased occupancy rates and ADR at Marina Bay Sands driven by increased visitation, partially offff sff et by decreased occupancy rates and ADR driven by reduced visitation at our Macao properties. The folff lowing tabla e summarizes the results of our room activity: Macao Operations: ThTT e VeVV netitt an MacMM ao Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ ThTT e Londoner MacMM ao Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ ThTT e ParPP isii ian MacMM ao Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ ThTT e PlPP azll a MacMM ao and FouFF r SeSS asons MacMM ao Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ SanSS ds MacMM ao Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ Singapore Operations: MarMM inii a Bay SanSS ds(1)(( Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ U.S. Operations: Las VeVV ge as OpOO eratitt nii g PrPP opo ertitt es(2) Total room revenues ............................................................................ $ Occupu ancy rate .................................................................................... Average daily room rate (ADR) .......................................................... $ Revenue per availabla e room (RevPAR) .............................................. $ _________________________ Year Ended December 31, 2022 2021 Change (Room revenues in millions) 55 41.7 % 143 60 61 26.9 % 155 42 33 37.9 % 110 42 29 27.5 % 440 121 6 51.1 % 141 72 285 93.1 % 422 393 78 84.6 % 247 209 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 77 49.7 % 155 77 90 40.3 % 160 64 54 52.1 % 118 61 45 44.3 % 438 194 10 68.2 % 138 94 (28.6) % (8.0)pts (7.7) % (22.1) % (32.2) % (13.4)pts (3.1) % (34.4) % (38.9) % (14.2)pts (6.8) % (31.1) % (35.6) % (16.8)pts 0.5 % (37.6) % (40.0) % (17.1)pts 2.2 % (23.4) % 139 70.1 % 236 165 105.0 % 23.0 pts 78.8 % 138.2 % 454 82.4 % 221 182 (82.8) % 2.2 pts 11.8 % 14.8 % (1) (2) During the year ended December 31, 2022, appr a oximately 500 rooms were under construcrr tion forff renovation purpos rr es. The Las Vegas Operating Properties are classififf ed as a discontinued operation. We completed the sale on Februarr 2022. Financial results are forff the period through Februarr ryrr 22, 2022. ryrr 23, 51 Food and beverage revenues increased $102 million compared to the year ended December 31, 2021. The and beverage outlets and increase was due to a $128 million increase driven by increased business volume at food banquets at Marina Bay Sands, partially offff sff et by a decrease of $26 million at our Macao operations. ff Mall revenues decreased $69 million compared to the year ended December 31, 2021. A $119 million decrease in mall revenues in Macao, driven by decreases in base rent and turt nover rent, and an increase in rent concessions granted to our mall tenants, was partially offff sff et by a $50 million increase in mall revenues at Marina Bay Sands, driven by a decrease in rent concessions granted to our mall tenants and an increase in turt nover rent. For furff ther inforff mation related to the fiff nancial perforff mance of our malls, see "Additional Inforff mation lowing tabla e summarizes the results of our malls on the Cotai Strip Regarding our Retail Mall Operations." The folff in Macao and in Singapor e: a ff ff ..................................................................... $ (1) ............................................................. $ ..................................................................... $ (1) ............................................................. $ Macao Operations: ShSS oppes at VeVV netitt an Total mall revenues.............................................................................. $ Mall gross leasabla e area (in square feff et).............................................. Occupu ancy ........................................................................................... Base rent per square foot ff Tenant sales per square foot ShSS oppes at Londoner Total mall revenues.............................................................................. $ Mall gross leasabla e area (in square feff et).............................................. Occupu ancy ........................................................................................... Base rent per square foot Tenant sales per square foot ff ShSS oppes at ParPP isii ian Total mall revenues.............................................................................. $ Mall gross leasabla e area (in square feff et).............................................. Occupu ancy ........................................................................................... Base rent per square foot ff Tenant sales per square foot ShSS oppes at FouFF r SeSS asons Total mall revenues.............................................................................. $ Mall gross leasabla e area (in square feff et).............................................. Occupu ancy ........................................................................................... Base rent per square foot Tenant sales per square foot ff Singapore Operations: ThTT e ShSS oppes at MarMM inii a Bay SaSS nds Total mall revenues.............................................................................. $ Mall gross leasabla e area (in square feff et).............................................. Occupu ancy ........................................................................................... Base rent per square foot ff Tenant sales per square foot ..................................................................... $ (1) ............................................................. $ ..................................................................... $ (1) ............................................................. $ ..................................................................... $ (1) ............................................................. $ ff ff ff Year Ended December 31, 2022 2021 Change (Mall revenues in millions) 154 813,832 81.0 % 274 932 47 610,238 54.7 % 134 1,139 25 296,322 67.6 % 107 338 127 248,674 93.6 % 538 3,806 226 622,007 99.5 % 284 2,596 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 194 814,784 79.7 % 292 1,348 55 532,175 54.4 % 152 1,462 39 296,322 74.5 % 133 648 184 244,208 94.3 % 549 6,300 176 622,362 98.2 % 277 1,614 (20.6) % (0.1) % 1.3 pts (6.2) % (30.9) % (14.5) % 14.7 % 0.3 pts (11.8) % (22.1) % (35.9) % — % (6.9)pts (19.5) % (47.8) % (31.0) % 1.8 % (0.7)pts (2.0) % (39.6) % 28.4 % (0.1) % 1.3 pts 2.5 % 60.8 % _________________________ Note: This tabla e excludes the results of retail outlets at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the year ended December 31, 2022 and 2021. Base rent per square foot excludes the impact of these rent concessions. presented above a ff 52 (1) Tenant sales per square foot comparabla e square foot ff age forff ff the same period. is the sum of reported comparabla e sales forff the trailing 12 months divided by the Convention, retail, and other revenues increased $54 million compared to the year ended December 31, 2021. The increase was due to increases of $47 million and $7 million at Marina Bay Sands and our Macao operations, respectively, driven primarily by increases in convention revenue at Marina Bay Sands, and quarantine room revenue at the Sheraton Grand Macao hotel and The Parisian Macao. OpeOO ratitt nii g ExpeEE nses Our operating expenses consisted of the folff lowing: Casino .................................................................................................... $ Rooms.................................................................................................... Food and beverage................................................................................. Mall........................................................................................................ Convention, retail and other .................................................................. Provision forff credit losses ..................................................................... General and administrative.................................................................... Corprr orate ............................................................................................... Pre-opening............................................................................................ Development.......................................................................................... Depreciation and amortization............................................................... Amortization of leasehold interests in land ........................................... Loss on disposal or impairment of assets .............................................. Total operating expenses ....................................................................... $ Year Ended December 31, 2022 2021 $ (Dollars in millions) 2,068 164 244 65 85 3 831 211 19 109 1,041 56 27 4,923 1,792 173 319 73 103 15 936 235 13 143 1,036 55 9 4,902 $ Percent Change (13.3)% 5.5 % 30.7 % 12.3 % 21.2 % 400.0 % 12.6 % 11.4 % (31.6)% 31.2 % (0.5)% (1.8)% (66.7)% (0.4)% Operating expenses were $4.90 billion forff the year ended December 31, 2022, a decrease of $21 million compared to $4.92 billion forff the year ended December 31, 2021. The decrease was primarily driven by a $276 million decrease in casino expenses, partially offff sff et by increases of $105 million in general and administrative expenses, $75 million in food and beverage expenses, $34 million in in development expenses and $24 million in rr corpor ate expenses. ff Casino expenses decreased $276 million compared to the year ended December 31, 2021. The decrease was primarily attributabla e to a decrease of $290 million in gaming taxes. The $1.04 billion decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $775 million increase in casino revenue at Marina Bay Sands is subject to a lower tax rate. Food and beverage expenses increased $75 million compared to the year ended December 31, 2021. The increase was due to an $86 million increase at Marina Bay Sands, driven by increased business volume at food outlets and banquets and consistent with increased revenues, partially offff sff et by an $11 million decrease at our Macao operations. ff Convention, retail and other expenses increased $18 million compared to the year ended December 31, 2021, primarily driven by an increase of $16 million, consistent with increased revenues at Marina Bay Sands. The provision forff credit losses was $15 million forff the year ended December 31, 2022, compared to $3 million forff the year ended December 31, 2021. The $12 million increase was primarily driven by an $11 million increase at Marina Bay Sands due to an increase in new credit issued and patrons who were unabla e to returt n to the property. The amount of this provision can varyrr over short periods of time because of faff ctors specififf c to the patrons who owe credit losses in the futff urt e will depend us money frff om gaming activities. We believe the amount of our provision forff upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible forff granting credit. 53 General and administrative expenses increased $105 million compared to the year ended December 31, 2021, primarily driven by increases at Marina Bay Sands. The increases were primarily driven by increases in property operation costs, marketing and payroll to support the increased visitation and property tax and insurance costs. r Corpor ate expenses increased $24 million compared to the year ended December 31, 2021. The increase was primarily driven by increases in bonuses and stock-based compensation. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new venturt es, which the year ended December 31, 2022, related to are expensed as incurred. The maja ority of pre-opening expenses forff Marina Bay Sands. Pre-opening expenses forff the year ended December 31, 2021, related to The Londoner Macao. Development expenses were $143 million forff the year ended December 31, 2022, compared to $109 million the year ended December 31, 2021. During the year ended December 31, 2022, the costs were associated with ties, primarily in Florida and Texas, and our digital gaming forff our evaluation and pursuit of new business opportuni related effff orff ts. Development costs are expensed as incurred. t the year ended December 31, 2021. The losses incurred forff Loss on disposal or impairment of assets was $9 million forff the year ended December 31, 2022, compared to $27 million forff the year ended December 31, 2022, were primarily due to $4 million in asset disposals related to aircraftff parts and $3 million in asset disposal and demolition ate offff iff ces. The losses costs, primarily at The Londoner Macao, The Venetian Macao, Sands Macao and our corpor forff the year ended December 31, 2021, were primarily due to asset disposals and demolition costs related to The Londoner Macao. rr SeSS gme ent Adjustett d PrPP opertytt EBEE IBB TDTT ADD The folff lowing tabla e summarizes inforff mation related to our segments (see "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 20 — Segment Inforff mation" forff discussion of our operating segments): Macao: The Venetian Macao ..................................................................... $ The Londoner Macao .................................................................... The Parisian Macao ....................................................................... The Plaza Macao and Four Seasons Macao .................................. Sands Macao.................................................................................. Ferryrr Operations and Other........................................................... Marina Bay Sands................................................................................. Consolidated adjd usted property EBITDA(1).......................................... $ Year Ended December 31, 2022 2021 (Dollars in millions) (25) $ (189) (103) 81 (81) (7) (324) 1,056 732 $ 297 (84) (17) 219 (69) (8) 338 448 786 Percent Change (108.4)% 125.0 % 505.9 % (63.0)% 17.4 % (12.5)% (195.9)% 135.7 % (6.9)% Las Vegas Operating Properties(2) ........................................................ $ 63 $ 290 (78.3)% _________________________ income/loss beforff e stock-based compensation expense, corpor (1) Consolidated adjusted property EBITDA, which is a non-GAAP fiff nancial measure, is used by management as the primaryrr measure of the operating perforff mance of our segments. Consolidated adjusted property EBITDA is ate expense, pre-opening expense, net development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modififf cation or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP analysts, to evaluate operations and operating fiff nancial measure used by management, as well as industryrr In particular, management utilizes consolidated adjusted property EBITDA to compare the perforff mance. determining certain operating profiff tabia lity of our operations with those of our competitors, as well as a basis forff rr 54 incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a In order to view the operations of their supplemental perforff mance measure to GAAP fiff nancial measures. properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to the management of specififf c properties, such as pre- opening expense, development expense and corpor ate expense, frff om their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interprrr eted as an alternative to income frff om operations (as an indicator of operating perforff mance) or to cash flff ows frff om operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have signififf cant uses of cash flff ow, including capia tal expenditurt es, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflff ected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparabla e to similarly titled measures presented by other companies. r rr Consolidated adjusted property EBITDA........................................................................ $ Other Operating Costs and Expenses Stock-based compensation(a)............................................................................................ Corpor ate.......................................................................................................................... rr Pre-opening ...................................................................................................................... Development .................................................................................................................... Depreciation and amortization......................................................................................... Amortization of leasehold interests in land ..................................................................... Loss on disposal or impairment of assets ........................................................................ Operating loss .................................................................................................................. Other Non-Operating Costs and Expenses Interest income................................................................................................................. Interest expense, net of amounts capia talized.................................................................... Other expense................................................................................................................... Loss on modififf cation or early retirement of debt............................................................. Income tax (expense) benefiff t ........................................................................................... Net loss frff om continuing operations ................................................................................ $ Year Ended December 31, 2021 2022 (In millions) 732 $ 786 (33) (235) (13) (143) (1,036) (55) (9) (792) 116 (702) (9) — (154) (1,541) $ (12) (211) (19) (109) (1,041) (56) (27) (689) 4 (621) (31) (137) 5 (1,469) (a) During the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense of $70 million and $27 million, respectively, of which $37 million and $15 million, respectively, was included in rr corpor ate expense in the accompanying consolidated statements of operations. (2) The Las Vegas Operating Properties are classififf ed as a discontinued operation. We completed the sale on Februar ryrr 23, 2022. Financial results are forff the period through Februar ryrr 22, 2022. Adjusted property EBITDA at our Macao operations decreased $662 million compared to the year ended December 31, 2021. The decrease was primarily due to decreased casino, mall and room revenues, driven by decreased visitation at our properties as tighter border and travel restrictions were in place in 2022 as a result of increased COVID-19 cases in Macao and the surrounding areas. Adjusted property EBITDA at Marina Bay Sands increased $608 million compared to the year ended and beverage and mall December 31, 2021. The increase was primarily due to increased casino, room, food operations driven by increased visitation and loosened pandemic-related restrictions implemented in April 2022. ff Disii continued OpeO ration Adjusted property EBITDA at our Las Vegas Operating Properties decreased $227 million compared to the year ended December 31, 2021. The decrease was primarily due to the current year activity representing only 53 ryrr 23, 2022, partially days of operations as we completed the sale of the Las Vegas Operating properties on Februar 55 offff sff et by increased casino and room operations as Las Vegas Operating Properties operated under pre-pandemic guidelines. InII tett rest ExpeEE nse The folff lowing tabla e summarizes inforff mation related to interest expense: Year Ended December 31, 2021 2022 Interest cost ............................................................................................................... $ Less — capa italized interest.................................................................................... Interest expense, net .................................................................................................. $ interest................................................................................................. $ Cash paid forff Weighted average total debt balance......................................................................... $ Weighted average interest rate .................................................................................. $ (Dollars in millions) 706 (4) 702 618 15,298 $ $ $ 636 (15) 621 606 14,592 4.6 % 4.4 % Interest cost increased $70 million compared to the year ended December 31, 2021, resulting primarily frff om increases in our weighted average interest rate and weighted average total debt balance. The weighted average debt balance increased due to draws of $1.20 billion on the SCL revolver during the year ended December 31, 2022. Additionally, the weighted average interest rate increased primarily due to increased interest rates on the SCL revolver and the MBS credit faff cility in line with increases in market rates and increased interest rates on the SCL ryrr and June 2022 (see "Item 8 — Financial senior notes in connection with the credit rating downgrades in Februarr Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt"). Othtt er FacFF tortt srr AfA fff eff ctitt nii g Earninii gs Interest income was $116 million forff the year ended December 31, 2021. This increase was primarily frff om the $90 million in interest income on money market funds and bank deposits driven by an increase in cash due to the sale of the Las Vegas Operating Properties and ff higher interest rates. We also had $21 million in interest income frff om the seller fiff nancing loan in connection with the sale of the Las Vegas Operating Properties in 2022. the year ended December 31, 2022, compared to $4 million forff Other expense was $9 million forff the year ended December 31, 2022, compared to $31 million during the year tion in the exchange rate between the U.S. dollar and ended December 31, 2021. The change was due to the flff uctuat pataca in connection with our U.S. dollar denominated debt held by SCL. Our income tax expense was $154 million on a loss frff om continuing operations beforff e income taxes of $1.39 the year ended December 31, 2022, resulting in an 11.1% effff eff ctive income tax rate. This compares to a billion forff the year ended (0.3)% effff eff ctive income tax rate forff ate income tax rate tax rate on our Singapor December 31, 2022, reflff ects a 17% statutt oryrr on our U.S. operations, and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our U.S. operations recorded a valuation allowance on certain U.S. forff eign tax credits, which we no longer expect to utilize. Our U.S. tax expense was partially offff sff et by a tax benefiff t associated with the pre-tax book losses incurred forff the year ended December 31, 2021. The income tax expense forff the year ended December 31, 2022. e operations, a 21% corpor a rr rr We have had the benefiff t of a corpor ate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games, but does not apply to our non-gaming activities. We continued to benefit from this tax exemption through December 31, 2022. Additionally, we entered into a shareholder dividend tax agreement with the Macao government in April 2019, effective through June 26, 2022, providing an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. In December 2022, we requested a corporate tax exemption on profits generated by the operation of casino games in Macao for the new gaming concession period effective from January 1, 2023 through December 31, 2032, or for a period of corporate tax exemption that the Chief Executive of Macao may deem more appropriate. We are evaluating the timing of an application for a new shareholder dividend tax agreement. 56 The net loss attributabla e to our noncontrolling interests frff om continuing operations was $475 million forff the the year ended December 31, 2021. These amounts year ended December 31, 2022, compared to $315 million forff were related to the noncontrolling interest of SCL. Additii itt onal InII fn orff mrr atitt on Regar e didd nii g our Retaitt lii MalMM lll OpeOO ratitt ons The folff lowing tabla es summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands forff the years ended December 31, 2022 and 2021: Shoppes at Venetian Shoppes at Four Seasons Shoppes at Londoner Shoppes at Parisian (In millions) The Shoppes at Marina Bay Sands For the year ended December 31, 2022 Mall revenues: Minimum rents(1)........................................... $ Overage rents ........................................... Rent concessions(2)................................... Total overage rents and rent concessions..... CAM, levies and direct recoveries................ Total mall revenues.......................................... Mall operating expenses: Common area maintenance........................... Marketing and other direct operating expenses .................................................... Mall operating expenses .................................. Property taxes(3) ........................................... Mall-related expenses(4) ................................... $ For the year ended December 31, 2021 Mall revenues: Minimum rents(1)........................................... $ Overage rents ........................................... Rent concessions(2)................................... Other(5) ..................................................... Total overage rents and rent concessions..... CAM, levies and direct recoveries................ Total mall revenues.......................................... Mall operating expenses: Common area maintenance........................... Marketing and other direct operating expenses .................................................... Mall operating expenses .................................. Property taxes(3) ........................................... (recoveryr of)ff credit losses...... Provision forff Mall-related expenses(4) ................................... $ ____________________ 168 6 (47) (41) 27 154 11 7 18 1 19 181 15 (31) — (16) 29 194 12 6 18 1 (1) 18 $ $ $ $ 119 8 (10) (2) 10 127 5 6 11 — 11 121 54 (1) — 53 10 184 5 4 9 — — 9 $ $ $ $ 30 11 (6) 5 12 47 7 4 11 — 11 29 15 (3) — 12 14 55 7 3 10 — — 10 $ $ $ $ 22 2 (7) (5) 8 25 4 3 7 — 7 29 6 (6) — — 10 39 4 2 6 — 3 9 $ $ $ $ 145 51 — 51 30 226 20 5 25 4 29 144 25 (24) 6 7 25 176 16 6 22 2 — 24 Note: This tabla e excludes the results of our mall operations at Sands Macao. (1) Minimum rents include base rents and straight-line adjustments of base rents. (2) Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the related impact on mall operations. 57 (3) ted buildings in Cotai. If the property also qualififf es forff newly Commercial property that generates rental income is exempt frff om property tax forff construcr , the property tax exemption can be extended to twelve years with effff eff ct frff om the opening of the property. To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained an extended exemption. The exemption forff The Venetian Macao and The Plaza Macao and The Four Seasons Macao expired in August 2019 and August 2020, respectively, and the exemption forff Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively. Tourism Utility Statust the fiff rst six years forff (4) Mall-related expenses consist of CAM, marketing feff es and other direct operating expenses, property taxes credit losses, but excludes depreciation and amortization and general and administrative and provision forff costs. (5) The amount forff Marina Bay Sands of $6 million related to a grant provided by the Singapor lessors to support small and medium enterprr their rent obligations. e government to ises impacted by the COVID-19 Pandemic in connection with a forff It is common in the mall operating industryrr companies to disclose mall net operating income ("NOI") as a usefulff supplemental measure of a mall's operating perforff mance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses frff om property dispositions, allocations to noncontrolling interests and provision forff income taxes, it provides a perforff mance measure that, when compared year over year, reflff ects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations frff om trends in occupancy rates, rental rates and operating costs. a , we believe taking total mall revenues less mall-related expenses provides an operating In the tabla e above perforff mance measure forff deriving mall-related expenses. As such, this calculation may not be comparabla e to the NOI of other mall operating companies. our malls. Other mall operating companies may use diffff eff rent methodologies forff Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 A discussion of changes in our results of operations between 2021 and 2020 has been omitted frff om this Form in "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of 10-K and can be found Operations — Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020" of the Company's Annual Report on Form 10-K forff the fiff scal year ended December 31, 2021. ff 58 Liquidity and Capital Resources CasCC h FlFF owll sw — Summaryr Our cash flff ows consisted of the folff lowing: Net cash used in operating activities frff om continuing operations............................. $ Cash flff ows frff om investing activities frff om continuing operations: Capa ital expenditurt es........................................................................................... Proceeds frff om disposal of property and equipment........................................... Acquisition of intangible assets and other ......................................................... Proceeds frff om seller loan ................................................................................... Net cash used in investing activities frff om continuing operations ............................. Cash flff ows frff om fiff nancing activities frff om continuing operations: Proceeds frff om exercise of stock options............................................................ Tax withholding on vesting of equity awards .................................................... Proceeds frff om long-term debt............................................................................ Repayments of long-term debt ........................................................................... Payments of fiff nancing costs............................................................................... Make-whole premium on early extinguishment of debt .................................... Transaction with discontinued operations.......................................................... Net cash generated frff om fiff nancing activities frff om continuing operations................ $ Year Ended December 31, 2021 2022 (In millions) (944) $ (651) 9 (129) 50 (721) — (1) 1,200 (66) (11) — 5,032 6,154 $ (243) (828) 7 (11) — (832) 19 — 2,702 (1,867) (38) (131) 178 863 Net cash generated frff om (used in) discontinued operations...................................... $ — $ 16 A discussion of changes in cash flff ows between 2021 and 2020 has been omitted frff om this Form 10-K and can in "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — the fiff scal year ended be found ff Liquidity and Capia tal Resources" of the Company's Annual Report on Form 10-K forff December 31, 2021. CasCC h FlFF owll sw — OpeOO ratitt nii g Actitt vitii itt es Tabla e games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, foodff and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivabla e. Operating cash flff ows are generally affff eff cted by changes in operating income, accounts receivabla e, gaming related liabia lities and interest payments. For the year ended December 31, 2022, cash used in operations was $944 million, an increase of $701 million compared to $243 million forff operations was primarily due to cash tax payments inclusive of,ff and primarily due to, the gain on sale of the Las Vegas Operations totaling $612 million, and our Macao operations generating increased operating losses and working capia tal requirements due to the decrease in visitation resulting frff om COVID-19 travel restrictions across key China markets in 2022 and Macao experiencing COVID-19 cases at various times throughout 2022. This cash usage was partially offff sff et by operating cash flff ows provided by Marina Bay Sands due to the acceleration of visitation and elimination of restrictions in a Singapor the year ended December 31, 2021. The increase in cash used forff e over the course of 2022. CasCC h FlFF owll sw — InII vestitt nii g Actitt vitii itt es Capia tal expenditurt es forff the year ended December 31, 2022, totaled $651 million. Included in this amount was $348 million at Marina Bay Sands in Singapor tion and development activities in Macao, which consisted of $175 million forff The Londoner Macao, $52 million forff The Venetian Macao, $9 million forff The Plaza Macao and Four Seasons Macao, $4 million forff Sands Macao and $3 million forff The Parisian Macao. Additionally, this amount included $60 million forff e and $243 million forff ate and other. construcr r corpor a 59 Capia tal expenditurt es forff Macao, which consisted of $551 million forff $19 million forff $7 million frff om Sands Macao, $4 million forff The Parisian Macao and $1 million forff e; and $27 million forff at Marina Bay Sands in Singapor the year ended December 31, 2021, totaled $828 million, including $653 million in The Venetian Macao and The Grand Suites at Four Seasons, Ferryrr and Other; $148 million The Plaza Macao and Four Seasons Macao primarily forff The Londoner Macao, $71 million forff ate and other. r corpor a CasCC h FlFF owll sw — FiFF nii ancinii g Actitt vitii itt es Net cash flff ows generated frff om fiff nancing activities were $6.15 billion forff the year ended December 31, 2022, which was primarily attributabla e to the net proceeds frff om the sale of the Las Vegas Operating Properties of $4.89 billion and $1.20 billion frff om the drawdown of our SCL revolving faff cility. These items were partially offff sff et by $66 million in repayments on long-term debt and $11 million in defeff rred offff eff ring costs relating to obtaining LVSC Revolving Facility lender consents to consummate the Las Vegas Sale and the covenant waiver obtained on the 2018 SCL Credit Facility. Net cash flff ows generated frff om fiff nancing activities were $863 million forff the year ended December 31, 2021, which was primarily attributabla e to net proceeds of $756 million, received frff om the drawdown of our SCL revolving faff cility, and transactions with discontinued operations. These items were partially offff sff et by a $131 million make- whole premium forff the early redemption of the SCL senior note due 2023 and $38 million in fiff nancing costs related to the issuance of the new unsecured notes at SCL and the covenant waivers obtained on the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapor e Credit Facility. a As of December 31, 2022, we had $2.48 billion availabla e forff revolving faff cilities, net of letters of credit. Additionally, we had $2.74 billion availabla e forff 2012 Singapor Expansion Project. e Delayed Draw Term Facility to fiff nance construcr a borrowing under our U.S., Macao and Singapor e borrowing under the tion costs incurred in connection with the MBS a CasCC h FlFF owll sw — Disii contitt nii ued OpeOO ratitt ons Cash flff ows frff om discontinued operations forff the twelve months ended December 31, 2022, were primarily attributabla e to $4.89 billion in net proceeds frff om the Las Vegas Sale, which were transfeff rred to continuing operations. CapiCC tii altt FiFF nii ancinii g Overview ff We fund our development projects primarily through borrowings frff om our debt instrumr ents (see "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 12 — Long- Term Debt") and operating cash flff ows. On Februar incremental liquidity and general corpor oximately ryrr 23, 2022, we closed the sale of our Las Vegas Operations. At closing, we received appr $5.05 billion in cash proceeds, beforff e transaction costs and income taxes. The net proceeds of appr oximately $4.36 billion, aftff er working capia tal adjustments, transaction costs and the payment of income taxes throughout 2022, es, which may include capia tal expenditurt es and will be used forff In connection with the closing of the sale, we may be required to make certain payments development activities. (“Support Payments”) to OpCo. The Support Payments are payabla e on a monthly basis folff lowing the closing through the year ending December 31, 2023, based upon the perforff mance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. Our remaining payment the period beginning Januaryrr 1, 2023 and ending obligations are subject to a capa December 31, 2023. No Support Payments were made forff the period post-close through December 31, 2022. On Januaryrr 31, 2023, the Company received notice frff om OpCo that the Contingent Lease Support Agreement had terminated pursuant to its terms and that neither party would have any furff ther liabia lity or obligation thereunder. equal to $250 million forff ate purpos a a r r a Our U.S., SCL and Singapor income taxes, depreciation and amortization, as defiff ned. e credit faff cilities, as amended, contain various fiff nancial covenants, which include maintaining a maximum leverage ratio or net debt, as defiff ned, to trailing twelve-month adjusted earnings beforff e interest, In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiff scal quarter, through and including December 31, 2022. In November 2022, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 60 In September 2021, MBS extended the amendment letter, pursuant to which MBS 2.50x, through July 31, 2023. will not have to comply with the leverage or interest coverage covenants as of the last day of the fiff scal quarter, through and including December 31, 2022. Our compliance with our fiff nancial covenants forff periods beyond December 31, 2022 could be affff eff cted by certain faff ctors beyond our control, such as the impact of the COVID-19 Pandemic, including travel, quarantine and border restrictions occurring in the futff urt e. We will pursue additional waivers to meet the required fiff nancial covenant ratios, which include a maximum leverage ratio of 4.0x, 4.0x and periods beyond December 31, 2022 forff 4.5x under our U.S., Macao and Singapor e credit faff cilities, respectively, forff LVSC and MBS and July 31, 2023 forff SCL, if deemed necessary.rr We believe we will be successfulff in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively periods beyond December 31, 2022 forff LVSC impact our abia lity to be in compliance with our debt covenants forff SCL. The 2018 SCL Credit Facility expires on July 31, 2023; however, we believe and MBS and July 31, 2023 forff we will be successfulff ity date of the faff cility prior to its expiration. If we are unabla e to extend the maturt ity date or refiff nance the 2018 SCL Credit Facility, we would be required to seek alternative forff ms of capia tal to repay the outstanding balance and our availabla e liquidity may be reduced. in extending the maturt a On Januaryrr 30, 2023, LVSC entered into the Fourth Amendment with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to ((a)) ddetermiine cons loliiddatedd adjdjustedd EBITDA on a yyear-to-ddate annualliizedd bbasiis ddurii gng thhe perii dod commencii gng on thhe fiiff scall quarter e dindi gng thhe effff eff ctiive ddate a dnd e dindi gng on a dnd iincll diudi gng Decembber 31, 2023, as f lolff Marchh 31, 2023, cons loliiddatedd adjdjustedd EBITDA forff thhe fiiff scall quarter , ((iiii)) forff ff e dindi gng June 30, 2023, cons loliiddatedd adjdjustedd EBITDA forff suchh fiiff scall quarter a dnd thhe iimmedidiatellyy precedidi gng fiiff scall thhe fiiff scall quarter e dindi gng Septembber 30, 2023, cons loliiddatedd adjdjustedd EBITDA quarter m lultii lpliiedd byby two, a dnd ((iiiiii)) forff -thihirdds; ((b)b) exte dnd thhe forff pperii dod ddurii gng whihichh LVSC iis re iquididityy as of thhe llast ddayy of eachh monthh to Decembber 31, 2023; a dnd ((c)) exte dnd thhe perii dod ddurii gng whihichh LVSC iis unablbla e to ddecllare or payy a yny didi ividde dnd or othher didistriibbutiion, iquididityy iis ggreater thhan $$1.0 bibilllliion on a pro forff ma bbasiis aftff er gigi ivi gng effff eff ct to suchh didi ividde dnd or didistriibbutiion, to Decembber 31, 2023. suchh fiiff scall quarter a dnd thhe two iimmedidiatellyy precedidi gng fiiff scall quarters, m lultii lpliiedd byby four llows: ((ii)) forff suchh fiiff scall quarter m lultii lpliiedd byby four iquiredd to maiintaiin a speciifiiff edd amount of mii inimum llii lunless llii ff Any defaff ults under our debt agreements would allow the lenders, in each case, to exercise their rights and remedies as defiff ned under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance we would be abla e to repay or refiff nance any turt e or alter our amounts that may become due and payabla e under such agreements, which could forff ce us to restrucrr operations or debt obligations. a oximately $2.57 billion of the unrestricted amount We held unrestricted cash and cash equivalents of $6.31 billion and restricted cash of $125 million as of is held by non-U.S. December 31, 2022, of which appr subsidiaries. Of the $2.57 billion, appr oximately $2.06 billion is availabla e to be repatriated, either in the forff m of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flff ow generated frff om gaming operations and various other faff ctors, including dividend requirements to third-party public stockholders in being repatriated frff om SCL, compliance with certain local statutt es, laws and regulations currently the case of funds appl l arrangements. We do not expect a withholding taxes or other forff eign income taxes to appl y should these earnings be distributed in the forff m of dividends or otherwise. icabla e to our subsidiaries and restrictions in connection with their contractuat a a ff a a e Delayed Draw Term Facility, as of December 31, 2022 (only availabla e forff We believe the cash on hand and cash flff ow generated frff om operations, as well as the $2.48 billion availabla e forff e credit faff cilities, net of outstanding letters of credit, and SGD oximately $2.74 billion at exchange rates in effff eff ct on December 31, 2022) under the 2012 tion the MBS Expansion Project have been delivered to the lenders), will be our working capia tal ties and debt obligations. In the normal ties forff turt e. During the year ended December 31, 2022, SCL drew down $114 million oximately $1.09 billion at exchange rates in effff eff ct on December 31, 2022) under the borrowing under our U.S., Macao and Singapor 3.69 billion (appr Singapor a cost estimate and construcr suffff iff cient to maintain compliance with the fiff nancial covenants of our credit faff cilities and fund needs, committed and planned capia tal expenditurt es, development opportuni course of our activities, we will continue to evaluate global capia tal markets to consider futff urt e opportuni enhancements of our capia tal strucr and HKD 8.50 billion (appr a SCL revolving faff cility forff draws aftff er the construcr tion schedule forff general corpor ate purpos es. r r ff t t 61 We have suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments aftff er paying its interim dividend forff 2019 on Februarr ryrr 21, 2020. We believe we have a strong balance sheet and suffff iff cient liquidity in place, including access to availabla e city under our credit faff cilities. We also believe we are well positioned to support our continuing borrowing capaa tion projects underway, meet our commitments under the Macao Concession operations, complete the maja or construcr and respond to the current COVID-19 Pandemic challenges. We have taken various mitigating measures to manage through the current environment, including a cost and capia tal expenditurt e reduction program to minimize cash outflff ow forff non-essential items. ShSS are Repuee rchase PrPP ogram In June 2018, our Board of Directors authorized the repurchase of $2.50 billion of our outstanding common stock, which was to expire in November 2020. In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022 and in October 2022, our Board of Directors authorized the furff ther extension of the expiration date of the remaining repurchase amount of $916 million to November 2024. During the year ended December 31, 2022, no shares of our common stock were repurchased under this program. All share repurchases of our common stock have been recorded as treasuryrr stock. Repurchases of our common stock are made at our discretion in accordance with appl icabla e feff deral securities laws in l number of shares to be repurchased in the futff urt e will depend the open market or otherwise. The timing and actuat on a variety of faff ctors, including our fiff nancial position, earnings, cash flff ows, legal requirements, other investment opportuni ties and market conditions. a t Aggregate Indebtedness and Other Contractual Obligations Our total long-term indebtedness and other contractuat l obligations are summarized below as of December 31, 2022: Long-Term Debt Obligations(2) LVSC Senior Notes ................................................ $ SCL Senior Notes ................................................... 2018 SCL Credit Facility — Revolving ................. 2012 Singapor a e Credit Facility............................... Singapor e Delayed Draw Term Facility ................. a Other Debt(3) ........................................................... Fixed Interest Payments.......................................... Variabla e Interest Payments(4).................................. Macao Concession Related(5) Macao Annual Premium(6)...................................... Handover Record(7)................................................. Contractual Obligations Operating Leases, Including Imputed Interest(8)..... Mall Deposits(9)....................................................... Other(10)................................................................... Total........................................................................ $ _______________________ Payments Due by Period (1) 2023 2024 - 2025 2026 - 2027 Thereaftff er Total (In millions) — $ 2,250 $ 1,000 $ 750 $ — 1,958 62 — 11 480 206 41 13 14 65 95 1,800 — 1,165 15 14 898 235 82 25 19 58 96 1,500 — 1,676 31 1 521 35 82 85 14 13 39 3,850 — — — — 379 — 203 212 304 13 134 4,000 7,150 1,958 2,903 46 26 2,278 476 408 335 351 149 364 2,945 $ 6,657 $ 4,997 $ 5,845 $ 20,444 (1) As of December 31, 2022, we had a $100 million liabia lity related to uncertain tax positions. We do not expect this liabia lity to result in a payment of cash within the next 12 months. We are unabla e to reasonabla y 62 estimate the timing of the liabia lity in individual years beyond 12 months due to uncertainties in the timing of the effff eff ctive settlement of tax positions; thereforff e, such amounts are not included in the tabla e. (2) See "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 12 — Long-Term Debt" forff ther details on these fiff nancing transactions and "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 16 — Leases" forff ther details on fiff nance leases. furff furff (3) Other debt consists of fiff nance leases, including imputed interest, and other fiff nanced purchased obligations, including the related interest. (4) Based on the 1-month rate as of December 31, 2022, Secured Overnight Financing Rate ("SOFR") of 4.30%, e Swapa Offff eff r Rate ("SOR") of 2.53%, Hong Kong Inter-Bank Offff eff r Rate (“HIBOR”) of 4.35% and Singapor plus the appl icabla e interest rate spread in accordance with the respective debt agreements. a a (5) In addition to the amounts listed in the tabla e above a , under the Macao Concession, we have committed to oximately $3.77 billion at exchange rates in effff eff ct on December 31, 2022) spend 30.24 billion patacas (appr a through 2032 on both capia tal and operating projects, oximately $3.46 billion at exchange rates in effff eff ct on December 31, 2022) in non-gaming projects. We will be lowing year subject to a required to increase our investment in non-gaming projects by up to 20% in the folff trigger, namely if Macao’s annual market gross gaming revenue achieves or exceeds 180 billion patacas (appr oximately $22.42 billion at exchange rates in effff eff ct on December 31, 2022). The 20% increase is a subject to a deduction of 4% per year if the revenue trigger occurs on or aftff er 2028 (the sixth year of the oximately $700 million. term of the Concession). This potential additional investment is estimated to be appr As the exact timing of this spend has not been fiff nalized, these amounts have not been included in the tabla e . above a including 27.80 billion patacas (appr a a We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variabla e in naturt e. Under the Concession, however, we are obligated to pay a special annual gaming premium if the average of the gross gaming revenues of our gaming tabla es and our electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount determined by the Macao government; such special premium being the diffff eff rence l gross gaming revenues and that of the specififf ed minimum between the gaming tax based on the actuat amount. Based on the maximum number of gaming tabla es and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (appr oximately $561 million at exchange rates in effff eff ct on December 31, 2022), we would be required to pay the diffff eff rence as the special annual gaming premium. a (6) We are required to pay an annual premium with a fiff xed portion and a variabla e portion, which is based on the number and type of gaming tabla es and gaming machines we operate. Based on the gaming tabla es and gaming machines (which is at the maximum number of tabla es and machines currently allowed by the Macao government) in operation as of Januaryrr 1, 2023, the annual premium payabla e to the Macao government is appr the years ending December 31, 2023 through December 31, 2027, a respectively, and $203 million in aggregate thereaftff er through the termination of the Concession in December 2032. oximately $41 million forff (7) Under the Handover Record, we are required to make annual payments of 750 patacas per square meter forff the fiff rst three years and 2,500 patacas per square meter forff oximately $93 and $311, respectively, at exchange rates in effff eff ct on December 31, 2022). The annual payment of 750 patacas per square meter will be adjusted with the Macao average price index of the corresponding years two and three and the annual payment of 2,500 patacas per square meter will be preceding year forff years fiff ve through ten. adjusted with the Macao average price index of the corresponding preceding year forff lowing seven years (appr the folff a (8) We are party to certain operating leases forff real estate, which primarily include $319 million related to long- term land leases in Macao with an anticipated lease term of 50 years and $16 million related to a long-term land lease in Las Vegas with a 40-year lease term. See "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated Financial Statements — Note 16 — Leases" forff ther details on operating leases. furff 63 (9) Mall deposits consist of refunda bla e security deposits received frff om mall tenants. ff (10) Primarily consists of all other non-cancellabla e contractuat Some of our hotel properties operate pursuant l obligations and primarily relates to certain hotel management and service agreements, as described below. The amounts exclude open purchase orders with our suppliers that have not yet been received as these agreements generally allow us the option to cancel, reschedule and adjust terms based on our business needs prior to the deliveryrr of goods or perforff mance of services. to management agreements with various experienced third-party hotel operators (management companies), whereby the management company controls the day-to-day operations of each of these hotels, and we are granted limited appr oval rights with respect to certain of the management company’s actions. The non-cancelabla e period of our management agreements ranges frff om 14 to 40 years with various extension provisions and some with early termination options. Each management company receives a base management feff e, generally a percentage of revenue as defiff ned. There are also monthly feff es forff certain support services and some also include incentive feff es based on attaining certain fiff nancial thresholds. a Offff -ff Balance Sheet Arrangements We have not entered into any transactions with special purpos r transactions other than forff eign currency swapsa — Notes to Consolidated Financial Statements — Note 11 — Derivative Instrumr currency swapsa as of December 31, 2022. e entities, nor have we engaged in any derivative . Refeff r to "Item 8 — Financial Statements and Supplementaryrr Data outstanding forff eign ents" forff Restrictions on Distributions We are a parent company with limited business operations. Our main asset is the stock and ownership interests of our subsidiaries. Certain of our debt instrumrr ents contain restrictions that, among other things, limit the abia lity of certain subsidiaries to incur additional indebtedness, issue disqualififf ed stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affff iff liates, enter into certain mergers or consolidations or sell certain of our assets without prior a appr oval of the lenders or noteholders. Under the Concession, although not a restriction, we have to provide a fiff ve-day prior notififf cation to the Macao government forff any maja or fiff nancial decisions exceeding 10% of the share capia tal of VML. Special Note Regarding Forward-Looking Statements r This report contains forff ward-looking statements made pursuant to the Safeff Harbor Provisions of the Private Securities Litigation Reforff m Act of 1995. These forff ward-looking statements include the discussions of our business In strategies and expectations concerning futff urt e operations, margins, profiff tabia lity, liquidity and capia tal resources. addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identifyff forff ward-looking statements. Although we believe these forff ward-looking statements are reasonabla e, we cannot assure you any forff ward-looking statements will prove to be correct. These forff ward-looking statements involve known and unknown risks, uncertainties and other faff ctors beyond our control, which may cause our actuat l results, perforff mance or achievements to be materially diffff eff rent frff om any futff urt e results, perforff mance or achievements expressed or implied by these forff ward-looking statements. These faff ctors include, among others, the risks associated with: • • • • the uncertainty of the extent, duration and effff eff cts of the COVID-19 Pandemic and the response of governments and other increased operational regulatoryrr requirements or travel restrictions, on our business, results of operations, cash flff ows, liquidity and development prospects; including government-mandated property closures, third parties, our abia lity to maintain our Concession in Macao and gaming license in Singapor a e; our abia lity to invest in futff urt e growth opportuni t ties; the abia lity to execute our previously announced capia tal expenditurt e programs in Singapor futff ut re returt ns; a e, and produce 64 • • • • • • • • • • • • • • • • • • • • • • general economic and business conditions internationally, which may impact levels of disposabla e income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales; disrupt ions or reductions in travel and our operations due to naturt al or man-made disasters, pandemics, r epidemics or outbrt eaks of infeff ctious or contagious diseases, political instabia lity, civil unrest, terrorist activity or war; the uncertainty of consumer behavior related to discretionaryrr e; Resorts in Macao and Singapor a spending and vacationing at our Integrated the extensive regulations to which we are subject and the costs of compliance or faff ilure to comply with such regulations; new developments and construcr (forff example, development at our Cotai Strip properties and the MBS Expansion Project); tion projects and venturt es, including development at our existing properties regulatoryrr policies in China or other countries in which our patrons reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay forff visitors frff om China to Macao, restrictions on forff eign currency exchange or importation of currency, and the judicial enforff cement of gaming debts; the possibility that the laws and regulations of mainland China become appl Macao and Hong Kong; a icabla e to our operations in the possibility that economic, political and legal developments in Macao adversely affff eff ct our Macao operations, or that there is a change in the manner in which regulatoryrr oversight is conducted in Macao; our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other our indebtedness and abia lity to refiff nance our debt than our equity interests in our subsidiaries) as security forff our planned, or any futff urt e, development ng forff obligations as they come due or to obtain suffff iff cient fundi projects; ff flff uctuat tions in currency exchange rates and interest rates, and the possibility of increased expense as a result; increased competition forff and quota limits on the hiring of forff eign workers; a labor and materials due to planned construcrr e tion projects in Macao and Singapor a our abia lity to compete forff limited management and labor those governments may also affff eff ct our abia lity to employ imported managers or labor resources in Macao and Singapor a a a frff om other countries; e, and policies of our dependence upon properties primarily in Macao and Singapor our subsidiaries to make distribution payments to us; a e forff all of our cash flff ow and the abia lity of the passage of new legislation and receipt of governmental appr e and other jurisdictions where we are planning to operate; a Singapor a ovals forff our operations in Macao and the abia lity of our insurance coverage to cover all possible losses that our properties could suffff eff r and the potential forff our insurance costs to increase in the futff urt e; our abia lity to collect gaming receivabla es frff om our credit players; the collectabia lity of our outstanding loan receivabla e; our dependence on chance and theoretical win rates; frff aud and cheating; our abia lity to establa ish and protect our intellectuat l property rights; reputational risk related to the license of certain of our trademarks; the possibility that our securities may be prohibited frff om being traded in the U.S. securities market under the Holding Foreign Companies Accountabla e Act; 65 • • • • • • • • • • • • • conflff icts of interest that arise because certain of our directors and offff iff cers are also directors and offff iff cers of SCL; government regulation of the casino industryrr laws and regulations), including gaming license regulation, the requirement forff our securities to be found regulation of gaming on the internet; (as well as new laws and regulations and changes to existing certain benefiff cial owners of suitabla e by gaming authorities, the legalization of gaming in other jurisdictions and ff increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming; the popularity of Macao and Singapor a e as convention and trade show destinations; new taxes, changes to existing tax rates or proposed changes in tax legislation; the continued services of our key offff iff cers; any potential conflff ict between the interests of our Principal Stockholders and us; a labor actions and other labor a problems; icabla e our faff ilure to maintain the integrity of our inforff mation and inforff mation systems or comply with appl privacy and data security requirements and regulations could harm our reputation and adversely affff eff ct our business; a the completion of infrff astrucr turt e projects in Macao; limitations on the transfeff rs of cash to and frff om our subsidiaries, limitations of the pataca exchange markets and restrictions on the export of the renminbi; the outcome of any ongoing and futff urt e litigation; and potential negative impacts frff om environmental, social and governance and sustainabia lity matters. All futff urt e written and verbar l foff rward-looking statements attributabla e to us or any person acting on our behalf statements contained or refeff rred to in this section. New are expressly qualififf ed in their entirety by the cautionaryrr us to predict these events or how they may risks and uncertainties arise frff om time to time, and it is impossible forff affff eff ct us. Readers are cautioned not to place undue reliance on these forff ward-looking statements. We assume no obligation to update any forff ward-looking statements aftff er the date of this report as a result of new inforff mation, futff urt e events or developments, except as required by feff deral securities laws. Investors and others should note we announce material fiff nancial inforff mation using our investor relations website (httpstt ://// i// nvestor.sands.com), our company website, SEC fiff lings, investor events, news and earnings releases, public confeff rence calls and webcasts. We use these channels to communicate with our investors and the public a about our company, our products and services, and other issues. In addition, we post certain inforff mation regarding SCL, a subsidiaryrr of Las Vegas Sands Corp.rr with ordinaryrr shares listed on The Stock Exchange of Hong Kong Limited, frff om time to time on our company website and our investor relations website. It is possible the inforff mation we post regarding SCL could be deemed to be material inforff mation. Critical Accounting Policies and Estimates The preparation of our consolidated fiff nancial statements in conforff mity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affff eff ct the reported amounts of assets and liabia lities, revenues and expenses, and related disclosures of contingent assets and liabia lities. These estimates and judgments are based on historical inforff mation, inforff mation currently availabla e to us and on various other assumptions management believes to be reasonabla e under the circumstances. Actuat l results could varyrr frff om those estimates and we may change our estimates and assumptions in futff urt e evaluations. Changes in these estimates and assumptions may have a material effff eff ct on our results of operations and fiff nancial condition. We believe the critical accounting policies discussed below affff eff ct our more signififf cant judgments and estimates used in the preparation of our consolidated fiff nancial statements. 66 PrPP ovisii ion forff ExpeEE ctett d CrCC editii Losses We maintain a provision forff a expected credit losses on casino, hotel and mall receivabla es and regularly evaluate the balances. We appl y 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 forff ward-looking historical observed defaff ult rates over the expected lifeff of the receivabla e and are adjusted forff inforff mation. We also specififf cally analyze the collectabia lity of each account with a balance over a specififf ed dollar amount, based upon the age of the account, the customer's fiff nancial condition, collection historyrr and any other known inforff mation and adjust the aforff ementioned reserve with the results frff om the individual reserve analysis. We also monitor regional and global economic conditions and forff ecasts, which include the impact of the COVID-19 Pandemic, in our evaluation of the adequacy of the recorded reserves. During the year ended December 31, 2022, there continued to be a delay in payments on casino receivabla es due to the inabia lity of patrons to travel to our properties or to accomplish fiff nancial transactions due to the travel restrictions caused by the COVID-19 Pandemic. The collection of casino receivabla es has also been impacted by liquidity issues faff ced by certain patrons also stemming frff om the COVID-19 Pandemic. We have increased the provision forff the expected credit losses due to the COVID-19 Pandemic. We continue to closely monitor any delays in payments due to the COVID-19 Pandemic and will increase the provision accordingly depending on the faff cts and circumstances. Although we believe the provision on our casino receivabla es is adequate as of December 31, 2022, it is possible our provisions could increase if we experience furff ther delays on payments frff om patrons. credit losses where appr opriate to account forff a Account balances are written offff against the provision when we believe it is probabla e the receivabla e will not be recovered. Credit or marker play was 9.8% and 15.8% of tabla e games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2022. Our provision forff casino credit losses was 61.6% and 72.5% of gross casino receivabla es as of December 31, 2022 and 2021, respectively. The credit extended to gaming promoters can be offff sff et by the commissions payabla e to said gaming promoters, which is considered in the credit losses frff om our hotel and other receivabla es establa ishment of the provision forff is not material. credit losses. Our provision forff i Litii itt gat itt on Accrual We are subject to various claims and legal actions. We estimate the accruar these claims and legal actions based on all relevant faff cts and circumstances currently availabla e and include such accruar ls in other accruerr d liabia lities in the consolidated balance sheets when it is determined such contingencies are both probabla e and reasonabla y estimabla e. ls forff PrPP opertytt and Equipmii ent As of December 31, 2022, we had net property and equipment of $11.45 billion, representing 52.0% of our lives. The total assets. We depreciate property and equipment on a straight-line basis over their estimated usefulff lives are based on the naturt e of the assets as well as current operating strategy and legal estimated usefulff considerations, such as contractuat l lifeff . Futurt e events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated usefulff lives of assets are periodically reviewed and adjusted as necessaryrr on a prospective basis. lives of such assets. The estimated usefulff For assets to be held and used (including projects under development), fiff xed assets are reviewed forff impairment whenever indicators of impairment exist. If an indicator of impairment exists, we fiff rst group our assets with other assets and liabia lities at the lowest level forff which identififf abla e cash flff ows are largely independent of the cash flff ows of other assets and liabia lities (the "asset group"). Secondly, we estimate the undiscounted futff urt e cash flff ows directly associated with and expected to arise frff om the completion, use and eventuat l disposition of such asset group. We estimate the undiscounted cash flff ows over the remaining usefulff lifeff of the primaryrr asset within the asset group. If the undiscounted cash flff ows exceed the carryirr ng value, no impairment is indicated. If the undiscounted cash flff ows do not exceed the carryirr ng value, then an impairment is measured based on faff ir value compared to carryirr ng value, with faff ir value typically based on a discounted cash flff ow model. If an asset is still under development, futff urt e cash flff ows include remaining construcr tion costs. 67 To estimate the undiscounted cash flff ows of our asset groups, we consider all potential cash flff ows scenarios, which are probabia lity weighted based on management's estimates given current conditions. Determining the recoverabia lity of our asset groups is judgmental in naturt e and requires the use of signififf cant estimates and assumptions, including estimated cash flff ows, probabia lity weighting of potential scenarios, costs to complete construcr assets under development, growth rates and futff urt e market conditions, among others. Futurt e changes to our estimates and assumptions based upon changes in macro-economic faff ctors, regulatoryrr environments, operating results or management's intentions may result in futff urt e changes to the recoverabia lity of our asset groups. tion forff For assets to be held forff sale, the fiff xed assets (the "disposal group") are measured at the lower of their carryirr ng any initial or subsequent write-down to faff ir value amount or faff ir value less costs to sell. Losses are recognized forff less costs to sell, while gains are recognized forff any subsequent increase in faff ir value less costs to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result frff om the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classififf ed as held forff sale. s InII come TaxeTT We are subject to income taxes in the U.S. (including feff deral and state) and numerous forff eign jurisdictions in which we operate. We record income taxes under the asset and liabia lity method, whereby defeff rred tax assets and liabia lities are recognized based on the futff urt e tax consequences attributabla e to temporaryrr diffff eff rences between the fiff nancial statement carryirr ng amounts of existing assets and liabia lities and their respective tax bases, and attributabla e to operating loss and tax credit carryfrr orff wards. rr a e and Macao of 17% and 12%, respectively. Our forff eign and U.S. tax rate diffff eff rential reflff ects the faff ct that U.S. tax rates are higher than the statutt oryrr tax In August 2018, we received an exemption frff om rates in Singapor Macao's corpor the period of ate income tax on profiff ts generated by the operation of casino games of chance forff Januaryrr 1, 2019 through June 26, 2022. In September 2022, we received an additional extension of this exemption the period June 27, 2022 through December 31, 2022. Additionally, we entered into an agreement with the forff Macao government in April 2019, effff eff ctive through June 26, 2022, providing forff a 12% tax otherwise due frff om VML shareholders on dividend distributions paid frff om VML gaming profiff ts, namely a payment of 38 million patacas (appr each lowing year, and a payment of the years 2021 and 2020, each payment to be made on or beforff e Januaryrr 31 of the folff the period of 18 million patacas (appr In December 2022, we between Januaryrr 1, 2022 through June 26, 2022, to be paid on or beforff e July 26, 2022. the new requested a corpor Concession period effff eff ctive frff om Januaryrr 1, 2023 through December 31, 2032, or forff ate tax opriate. We are evaluating the timing of an a exemption that the Chief Executive of Macao may deem more appr appl a new shareholder dividend tax agreement. There is no certainty either of these tax arrangements will a be granted. ate tax exemption on profiff ts generated by the operation of casino games in Macao forff oximately $2 million at exchange rates in effff eff ct on December 31, 2022) forff oximately $5 million at exchange rates in effff eff ct on December 31, 2022) forff payments as a substitutt a period of corpor ication forff ion forff a a r r Accounting standards regarding income taxes require a reduction of the carryirr ng amounts of defeff rred tax assets by a valuation allowance, if based on the availabla e evidence, it is "more-likely-than-not" such assets will not be realized. Accordingly, the need to establa ish valuation allowances forff defeff rred tax assets is assessed at each reporting period based on a "more-likely-than-not" realization threshold. This assessment considers, among other matters, the naturt e, frff equency and severity of current and cumulative losses, forff ecasts of futff urt e profiff tabia lity, the duration of statutt oryrr carryfrr orff ward periods, our experience with operating loss and tax credit carryfrr orff wards not expiring and tax planning strategies. We recorded a valuation allowance on the net defeff rred tax assets of certain forff eign jurisdictions of $475 million and $416 million as of December 31, 2022 and 2021, respectively, and a valuation allowance on certain net defeff rred tax assets of our U.S. operations of $3.61 billion and $4.62 billion as of December 31, 2022 and 2021, respectively. Management will reassess the realization of defeff rred tax assets each reporting period and consider the scheduled reversal of defeff rred tax liabia lities, sources of taxabla e income and tax planning strategies. To the extent the fiff nancial results of these operations improve and it becomes "more-likely-than-not" the defeff rred tax assets are realizabla e, we will be abla e to reduce the valuation allowance in the period such determination is made, as a appr opriate. 68 Signififf cant judgment is required in evaluating our tax positions and determining our provision forff income taxes. During the ordinaryrr course of business, there are many transactions forff which the ultimate tax determination oach to is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step appr recognizing and measuring uncertain tax positions. The fiff rst step is to evaluate the tax position forff recognition by determining if the weight of availabla e evidence indicates it is "more-likely-than-not" the position will be sustained als or litigation processes, if any. The second step is to measure the tax on audit, including resolution of related appe benefiff t as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We recorded unrecognized tax benefiff ts of $136 million as of December 31, 2022 and 2021. We consider many faff ctors when evaluating and estimating our tax positions and tax benefiff ts, which may require periodic adjustments and forff which actuat l outcomes may be diffff eff rent. a a Our maja or tax jurisdictions are the U.S., Macao, and Singapor a tax e and tax years 2010 through 2015 and 2019 through 2021 in the e. We could be subject to examination forff years beginning in 2018 in Macao and Singapor U.S. a Recent Accountitt nii g PrPP onouncementstt See related disclosure at "Item 8 — Financial Statements and Supplementaryrr Data — Notes to Consolidated of Signififf cant Accounting Policies — Recent Accounting Financial Statements — Note 2 — Summaryrr Pronouncements." ITEM 7A. — QUAUU NTNN ITT TATT TITT VEVV ANDNN QUAUU LITATT TITT VEVV DIDD SII CLCC OSOO URUU ER SEE ABOUTUU MAMM RKRR EKK T RIRR SII KSS Market risk is the risk of loss arising frff om adverse changes in market rates and prices, such as interest rates, forff eign currency exchange rates and commodity prices. Our primaryrr exposures to market risk are interest rate risk associated with our long-term debt and forff eign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futff urt es, options, capsa , forff ward contracts and similar es and do not enter into derivative instrumr transactions that would be considered speculative positions. ents. We do not hold or issue fiff nancial instrumr trading purpos ents forff r As of December 31, 2022, the estimated faff ir value of our long-term debt was appr oximately $15.14 billion, compared to its contractuat l value of $16.06 billion. The estimated faff ir value of our long-term debt is based on recent trades, if availabla e, and indicative pricing frff om market inforff mation (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the faff ir value of our long-term debt to change by $370 million. A hypothetical 100 basis point change in SOFR, HIBOR and SOR would cause our annual interest cost on our long- term debt to change by appr oximately $41 million. a a a Foreign currency transaction losses forff the year ended December 31, 2022, were $10 million primarily due to e dollar denominated intercompany debt reported in U.S. dollar denominated debt issued by SCL and by Singapor U.S. dollars. We may be vulnerabla e to changes in the U.S. dollar/rr SGD and U.S. dollar/rr pa/ taca exchange rates. Based on balances as of December 31, 2022, a hypothetical 10% weakening of the U.S. dollar/rr SGD exchange rate oximately $42 million and a hypothetical 1% weakening of would cause a forff eign currency transaction loss of appr the U.S. dollar/rr pa/ oximately $57 million (net of the impact frff om the forff eign currency swapa agreements). The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a signififf cant amount of our in the same currencies in which we have obligations thereby reducing our exposure to currency operating funds flff uctuat taca exchange rate would cause a forff eign currency transaction loss of appr ff tions. a a 69 ITEM 8. — FIFF NII ANN NCNN ICC AII L STATT TETT MEE EMM NEE TNN STT ANDNN SUPUU PPP LPP EMEE EMM NEE TNN ATT RY DADD TATT INDEX TO FINANCIAL STATEMENTS Financial Statements: Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) ................................................. Consolidated Balance Sheets at December 31, 2022 and 2021 ......................................................................... Consolidated Statements of Operations forff each of the three years in the period ended December 31, 2022 .. Consolidated Statements of Comprehensive Income (Loss) forff each of the three years in the period ended December 31, 2022......................................................................................................................................... each of the three years in the period ended December 31, 2022 ......... Consolidated Statements of Equity forff Consolidated Statements of Cash Flows forff each of the three years in the period ended December 31, 2022 . Notes to Consolidated Financial Statements...................................................................................................... Note 1 Organization and Business of Company ...................................................................................... Note 2 Summaryrr of Signififf cant Accounting Policies .............................................................................. Note 3 Discontinued Operations .............................................................................................................. Note 4 Loan Receivabla e ........................................................................................................................... Note 5 Restricted Cash and Cash Equivalents ......................................................................................... Note 6 Accounts Receivabla e, Net ............................................................................................................ Note 7 Property and Equipment, Net ....................................................................................................... Note 8 Leasehold Interests in Land, Net .................................................................................................. Intangible Assets, Net................................................................................................................... Note 9 Note 10 Other Accruerr d Liabia lities ............................................................................................................. Note 11 Derivative Instrumr ents ................................................................................................................. Note 12 Long-Term Debt........................................................................................................................... Note 13 Equity ........................................................................................................................................... Note 14 Income Taxes................................................................................................................................ Note 15 Fair Value Disclosures ................................................................................................................. Note 16 Leases ........................................................................................................................................... Note 17 Commitments and Contingencies................................................................................................. Note 18 Stock-Based Employee Compensation......................................................................................... Note 19 Related Party Transactions ........................................................................................................... Note 20 Segment Inforff mation .................................................................................................................... Note 21 Selected Quarterly Financial Results (Unaudited) ....................................................................... Financial Statement Schedule: Schedule II — Valuation and Qualifyiff ng Accounts .......................................................................................... 71 75 76 77 78 79 81 81 86 92 95 95 96 96 97 98 98 99 100 108 110 113 113 116 120 124 125 130 131 The fiff nancial inforff mation included in the fiff nancial statement schedule should be read in conjunction with the consolidated fiff nancial statements. All other fiff nancial statement schedules have been omitted because they are not a appl icabla e or the required inforff mation is included in the consolidated fiff nancial statements or the notes thereto. 70 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Las Vegas Sands Corp.: r Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp.r and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flff ows, forff each of the three years in the period ended December 31, 2022, and the related notes and the fiff nancial statement schedule listed in the Index at Item 15(a)(2) (collectively refeff rred to as the "fiff nancial statements"). In our opinion, the fiff nancial statements present faff irly, in all material respects, the fiff nancial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flff ows forff each of the three years in the period ended December 31, 2022, in conforff mity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over fiff nancial reporting as of December 31, 2022, based on issued by the Committee of Sponsoring criteria establa ished in IntII ernal ContCC rt ol — IntII egre ated FrFF ameworkrr ryrr 3, 2023, expressed an unqualififf ed Organizations of the Treadway Commission and our report dated Februar opinion on the Company's internal control over fiff nancial reporting. (( (2013) Basis forff Opinion These fiff nancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's fiff nancial statements based on our audits. We are a public accounting fiff rm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. feff deral securities laws and the appl icabla e rulr es and regulations of the Securities and Exchange Commission and the PCAOB. a We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perforff m the audit to obtain reasonabla e assurance about whether the fiff nancial statements are frff ee of material misstatement, whether due to error or frff aud. Our audits included perforff ming procedures to assess the risks of material misstatement of the fiff nancial statements, whether due to error or frff aud, and perforff ming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the fiff nancial statements. Our audits also included evaluating the accounting principles used and signififf cant estimates made by management, as well as evaluating the overall presentation of the fiff nancial statements. We believe that our audits provide a reasonabla e basis forff our opinion. a Critical Audit Matters The critical audit matter communicated below is a matter arising frff om the current-period audit of the fiff nancial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the fiff nancial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the fiff nancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Casino Receivables — Refeff r to Notes 2 and 6 to the fiff nancial statements CrCC itical Audit MatMM ter Descripti ion Accounts receivabla e as of December 31, 2022 include credit extended to casino patrons and gaming promoters. The Company records a provision foff r credit losses based on the amount of expected credit losses. The Company appl ies 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 defaff ult rates over the expected lifeff of the receivabla e and are adjusted forff forff ward-looking inforff mation. The Company also specififf cally analyzes the collectabia lity of each account with a balance over a specififf ed dollar amount, a 71 based upon the age of the account, the customer's fiff nancial condition, collection history,rr inforff mation and adjusts the aforff ementioned reserve with the results frff om the individual reserve analysis. and any other known Auditing the valuation of accounts receivabla e involved a high degree of subjectivity in evaluating management’s judgments related to the collectabia lity of patron and gaming promoter accounts receivabla e, especially as it relates to the evaluation of patron and junket operator assets availabla e to repay amounts owed. HowHH thett CrCC itical Audit MatMM ter WasWW Addressed in thett Audit We planned and perforff med the folff statements: lowing procedures in connection with forff ming our overall opinion on the fiff nancial • We tested the operating effff eff ctiveness of controls over the granting of casino credit, controls over the collection processes, and management’s review controls over the assessment of the collectabia lity of casino receivabla es, including the inforff mation used by management in those controls. • • For a selection of casino receivabla es, we (1) obtained evidence related to payment historyrr and correspondence with patron or gaming promoter, (2) evaluated management’s use of this inforff mation in establa ishing a provision forff credit losses, and (3) examined subsequent settlement, if any. Perforff med a retrospective analysis of historical reserves evaluating subsequent collections and write-offff sff . /s/ Deloitte & Touche LLP Las Vegas, Nevada Februarr ryrr 3, 2023 We have served as the Company's auditor since 2013. 72 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Las Vegas Sands Corp.: r Opinion on Internal Control over Financial Reporting We have audited the internal control over fiff nancial reporting of Las Vegas Sands Corp.r and subsidiaries (the “Company”) as of December 31, 2022, based on criteria establa ished in IntII ernal ContCC rt ol — IntII egre ated FrFF ameworkrr (2013) In our issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). (( opinion, the Company maintained, in all material respects, effff eff ctive internal control over fiff nancial reporting as of December 31, 2022, based on criteria establa ished in IntII ernal ContCC rtt ol — IntII egre ated FrFF ameworkrr isii sued by COSO. (( (2013) We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United the year ended States) (PCAOB), the consolidated fiff nancial statements and fiff nancial statement schedule as of and forff December 31, 2022 of the Company and our report dated Februar ryrr 3, 2023, expressed an unqualififf ed opinion on those fiff nancial statements and fiff nancial schedule. Basis forff Opinion The Company’s management is responsible forff maintaining effff eff ctive internal control over fiff nancial reporting and forff its assessment of the effff eff ctiveness of internal control over fiff nancial reporting, included in the accompanying Management’s Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over fiff nancial reporting based on our audit. We are a public accounting fiff rm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. feff deral securities laws and the appl icabla e rulrr es and regulations of the Securities and Exchange Commission and the PCAOB. a We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perforff m the audit to obtain reasonabla e assurance about whether effff eff ctive internal control over fiff nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over fiff nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effff eff ctiveness of internal control based on the assessed risk, and perforff ming such other procedures as we considered necessaryrr in the circumstances. We believe that our audit provides a reasonabla e basis forff our opinion. a Defiff nition and Limitations of Internal Control over Financial Reporting A company’s internal control over fiff nancial reporting is a process designed to provide reasonabla e assurance regarding the reliabia lity of fiff nancial reporting and the preparation of fiff nancial statements forff es in accordance with generally accepted accounting principles. A company’s internal control over fiff nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabla e detail, accurately and faff irly reflff ect the transactions and dispositions of the assets of the company; (2) provide reasonabla e assurance that transactions are recorded as necessaryrr to permit preparation of fiff nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditurt es of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonabla e assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effff eff ct on the fiff nancial statements. external purpos rr Because of its inherent limitations, internal control over fiff nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effff eff ctiveness to futff urt e periods are subject to the risk that controls may become 73 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Las Vegas, Nevada Februarr ryrr 3, 2023 74 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2022 2021 (In millions, except par value) ASSETS Current assets: Cash and cash equivalents ........................................................................................... $ Restricted cash and cash equivalents........................................................................... Accounts receivabla e, net of provision forff credit losses of $217 and $232.................. Inventories ................................................................................................................... Prepaid expenses and other.......................................................................................... sale .............................................. Current assets of discontinued operations held forff Total current assets .............................................................................................................. Loan receivabla e.................................................................................................................... Property and equipment, net................................................................................................ Restricted cash..................................................................................................................... Defeff rred income taxes, net .................................................................................................. Leasehold interests in land, net............................................................................................ Intangible assets, net............................................................................................................ Other assets, net................................................................................................................... Total assets .......................................................................................................................... $ LIABILITIES AND EQUITY Current liabia lities: Accounts payabla e......................................................................................................... $ Construcrr tion payabla es.................................................................................................. Other accruerr d liabia lities............................................................................................... Income taxes payabla e................................................................................................... ities of long-term debt ........................................................................... Current maturt sale......................................... Current liabia lities of discontinued operations held forff Total current liabia lities......................................................................................................... Other long-term liabia lities ................................................................................................... Defeff rred income taxes ......................................................................................................... Long-term debt .................................................................................................................... Total liabia lities..................................................................................................................... Commitments and contingencies (Note 17) Equity: Prefeff rred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding................................................................................................................. Common stock, $0.001 par value, 1,000 shares authorized, 833 shares issued, 764 shares outstanding...................................................................................................... Treasuryr stock, at cost, 69 shares ................................................................................ Capia tal in excess of par value ...................................................................................... Accumulated other comprehensive loss ...................................................................... Retained earnings (loss)............................................................................................... Total Las Vegas Sands Corp.rr stockholders' equity.............................................................. Noncontrolling interests ...................................................................................................... Total equity.......................................................................................................................... Total liabia lities and equity ................................................................................................... $ 6,311 — 267 28 138 — 6,744 1,165 11,451 125 131 2,128 64 231 22,039 89 189 1,458 135 2,031 — 3,902 382 152 13,947 18,383 — 1 (4,481) 6,684 (7) 1,684 3,881 (225) 3,656 22,039 $ $ $ $ 1,854 16 202 22 113 3,303 5,510 — 11,850 — 297 2,166 19 217 20,059 77 227 1,334 32 74 821 2,565 352 173 14,721 17,811 — 1 (4,481) 6,646 (22) (148) 1,996 252 2,248 20,059 The accompanying notes are an integral part of these consolidated fiff nancial statements. 75 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERARR TIONS Year Ended December 31, 2022 2021 2020 (In millions, except per share data) Revenues: Casino................................................................................................ $ Rooms ............................................................................................... Food and beverage ............................................................................ Mall ................................................................................................... Convention, retail and other .............................................................. Net revenues.............................................................................................. Operating expenses: Casino................................................................................................ Rooms ............................................................................................... Food and beverage ............................................................................ Mall ................................................................................................... Convention, retail and other .............................................................. Provision forff credit losses ................................................................. General and administrative................................................................ Corpor ate........................................................................................... rr Pre-opening ....................................................................................... Development ..................................................................................... Depreciation and amortization .......................................................... Amortization of leasehold interests in land....................................... Loss on disposal or impairment of assets.......................................... Operating loss............................................................................................ Other income (expense): Interest income .................................................................................. Interest expense, net of amounts capia talized..................................... Other income (expense) .................................................................... Loss on modififf cation or early retirement of debt.............................. Loss frff om continuing operations beforff e income taxes.............................. Income tax (expense) benefiff t .................................................................... Net loss frff om continuing operations ......................................................... Discontinued operations:........................................................................... Income (loss) frff om operations of discontinued operations, net of tax .................................................................................................... Gain on disposal of discontinued operations, net of tax ................... Adjustment to gain on disposal of discontinued operations, net of tax .................................................................................................... Income (loss) frff om discontinued operations, net of tax ............................ Net income (loss) ...................................................................................... Net loss attributabla e to noncontrolling interests frff om continuing operations ................................................................................................ Net income (loss) attributabla e to Las Vegas Sands Corp.rr Earnings (loss) per share - basic and diluted: ......................... $ Loss frff om continuing operations....................................................... $ Income (loss) frff om discontinued operations, net of tax .................... Net income (loss) attributabla e to Las Vegas Sands Corp.rr ................. $ Weighted average shares outstanding: $ 2,627 469 301 580 133 4,110 1,792 173 319 73 103 15 936 235 13 143 1,036 55 9 4,902 (792) 116 (702) (9) — (1,387) (154) (1,541) 46 2,861 (9) 2,898 1,357 $ 2,892 415 199 649 79 4,234 2,068 164 244 65 85 3 831 211 19 109 1,041 56 27 4,923 (689) 4 (621) (31) (137) (1,474) 5 (1,469) 193 — — 193 (1,276) 475 1,832 $ (1.40) $ 3.80 2.40 $ 315 (961) $ (1.51) $ 0.25 (1.26) $ Basic and diluted ............................................................................... 764 764 The accompanying notes are an integral part of these consolidated fiff nancial statements. 2,041 280 156 381 82 2,940 1,585 136 236 59 103 86 798 168 19 18 997 55 73 4,333 (1,393) 21 (523) 19 — (1,876) (24) (1,900) (243) — — (243) (2,143) 458 (1,685) (1.89) (0.32) (2.21) 764 76 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2021 2020 2022 (In millions) Net income (loss) ...................................................................................... $ Currency translation adjustment................................................................ Cash flff ow hedge faff ir value adjustment ..................................................... Total comprehensive income (loss)........................................................... Comprehensive loss attributabla e to noncontrolling interests .................... Comprehensive income (loss) attributabla e to Las Vegas Sands Corp.rr ..... $ 1,357 14 (3) 1,368 479 1,847 $ $ (1,276) $ (51) (4) (1,331) 319 (1,012) $ (2,143) 37 — (2,106) 453 (1,653) The accompanying notes are an integral part of these consolidated fiff nancial statements. 77 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Las Vegas Sands Corp. Stockholders' Equity Common Stock Treasury Stock Capital in Excess of Par Value Accumulated Other Comprehensive Income (Loss) Retained Earnings (Loss) (In millions) Noncontrolling Interests Total Balance at January 1, 2020.... $ Net loss..................................... Currency translation adjustment .............................. Exercise of stock options ......... Stock-based compensation....... Other......................................... Dividends declared ($0.79 per share) (Note 13) ..................... Balance at December 31, 2020........................................ Net loss..................................... Currency translation adjustment .............................. Cash flff ow hedge faff ir value adjustment .............................. Exercise of stock options ......... Stock-based compensation....... Balance at December 31, 2021........................................ Net income (loss) ..................... Currency translation adjustment .............................. Cash flff ow hedge faff ir value adjustment .............................. Stock-based compensation....... Tax withholding on vesting of equity awards ......................... Balance at December 31, 2022........................................ $ 1 — — — — — — 1 — — — — — 1 — — — — — $ (4,481) $ — $ 6,569 — (3) $ — $ 3,101 (1,685) $ 1,320 (458) 6,507 (2,143) — — — — — — 22 19 1 — (4,481) — 6,611 — — — — — — — 15 20 (4,481) — 6,646 — — — — — — — 39 (1) 32 — — — — 29 — (48) (3) — — (22) — 17 (2) — — — — — — (603) 813 (961) — — — — (148) 1,832 — — — — 5 2 4 — 37 24 23 1 (308) (911) 565 (315) 3,538 (1,276) (3) (1) 4 2 (51) (4) 19 22 252 (475) 2,248 1,357 (3) (1) 2 — 14 (3) 41 (1) 1 $ (4,481) $ 6,684 $ (7) $ 1,684 $ (225) $ 3,656 The accompanying notes are an integral part of these consolidated fiff nancial statements. 78 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Cash flff ows frff om operating activities frff om continuing operations: Net loss frff om continuing operations .................................................................................... $ Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization ............................................................................... Amortization of leasehold interests in land ............................................................ Amortization of defeff rred fiff nancing costs and original issue discount ................... Change in faff ir value of derivative asset/tt liabia lity.................................................... Paid-in-kind interest income................................................................................... Loss on modififf cation or early retirement of debt ................................................... Loss on disposal or impairment of assets ............................................................... Stock-based compensation expense ....................................................................... Provision forff credit losses ...................................................................................... Foreign exchange (gain) loss.................................................................................. Defeff rred income taxes............................................................................................ Income tax impact related to gain on sale of Las Vegas Operations...................... Changes in operating assets and liabia lities: Accounts receivabla e....................................................................................... Other assets.................................................................................................... Accounts payabla e........................................................................................... Other liabia lities .............................................................................................. Net cash used in operating activities frff om continuing operations ................................. Cash flff ows frff om investing activities frff om continuing operations: Capia tal expenditurt es............................................................................................................. Proceeds frff om disposal of property and equipment............................................................. Acquisition of intangible assets and other ........................................................................... Proceeds frff om loan receivabla e ............................................................................................. Net cash used in investing activities frff om continuing operations ................................ Cash flff ows frff om fiff nancing activities frff om continuing operations: Proceeds frff om exercise of stock options.............................................................................. Tax withholding on vesting of equity awards...................................................................... Dividends paid and noncontrolling interest payments......................................................... Proceeds frff om long-term debt.............................................................................................. Repayments of long-term debt............................................................................................. Payments of fiff nancing costs................................................................................................. Make-whole premium on early extinguishment of debt ...................................................... Transactions with discontinued operations .......................................................................... Net cash generated frff om fiff nancing activities frff om continuing operations .................... Cash flff ows frff om discontinued operations: Net cash generated frff om (used in) operating activities........................................................ Net cash generated frff om (used in) investing activities ........................................................ Net cash provided (to) by continuing operations and (used in) fiff nancing activities............ Net cash generated frff om (used in) discontinued operations......................................... Effff eff ct of exchange rate on cash, cash equivalents and restricted cash and cash equivalents....................................................................................................................... Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents...... Cash, cash equivalents and restricted cash and cash equivalents at beginning of year ....... Cash, cash equivalents and restricted cash and cash equivalents at end of year.................. Less: cash and cash equivalents at end of period forff discontinued operations .................... Cash, cash equivalents and restricted cash and cash equivalents at end of period forff Year Ended December 31, 2022 2021 2020 (In millions) (1,541) $ (1,469) $ (1,900) 1,036 55 57 1 (15) — 7 39 15 (10) (2) (750) (78) 2 11 229 (944) (651) 9 (129) 50 (721) — (1) — 1,200 (66) (11) — 5,032 6,154 149 4,883 (5,032) — 22 4,511 1,925 6,436 — 1,041 56 52 (1) — 137 16 22 3 34 (45) — 43 (5) (11) (116) (243) (828) 7 (11) — (832) 19 — — 2,702 (1,867) (38) (131) 178 863 258 (63) (179) 16 (16) (212) 2,137 1,925 (55) 997 55 43 — — — 39 22 86 (20) 24 — 339 14 (42) (848) (1,191) (1,227) 1 — — (1,226) 24 — (911) 1,945 (467) (31) — (205) 355 (121) (103) 205 (19) (24) (2,105) 4,242 2,137 (39) continuing operations ...................................................................................................... $ 6,436 $ 1,870 $ 2,098 79 LAS VEGAS SANDS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Supplemental disclosure of cash flff ow inforff mation: Cash payments forff Cash payments forff Changes in construcrr interest, net of amounts capia talized ................................................... $ taxes, net of refunds ........................................................................... $ tion payabla es..................................................................................... $ ff Year Ended December 31, 2022 2021 2020 (In millions) $ 614 649 $ (38) $ $ 591 $ 86 (109) $ 419 196 17 The accompanying notes are an integral part of these consolidated fiff nancial statements. 80 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization and Business of Company Las Vegas Sands Corp.r ("LVSC" or together with its subsidiaries, the "Company") is incorpor r ated in Nevada and its common stock is traded on the New York Stock Exchange under the symbol "LVS." The ordinaryrr shares of the Company's subsidiary,rr Sands China Ltd. ("SCL," the indirect owner and operator of the maja ority of the Company's operations in the Macao Special Administrative Region ("Macao") of the People's Republic of China) are listed on The Main Board of The Stock Exchange of Hong Kong Limited. The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offff eff red or sold in the U.S. absa icabla e exception frff om such registration requirements. ent a registration under the Securities Act of 1933, as amended, or an appl a COVID-19 Pandemic Update acMM ao While visitation to Macao remains substantially below pre-COVID-19 pandemic levels, the Macao government's policy regarding the management of COVID-19 and general travel restrictions has adjusted in line with changes in policy in mainland China in late December 2022 and early Januaryrr 2023. Currently, visitors frff om mainland China, Hong Kong and Taiwan may enter Macao, subject to them holding the appr opriate travel documents, without having to present any proof of COVID-19 testing. Arrivals frff om forff eign countries must provide proof of a negative COVID-19 nucleic acid test ("NAT") or antigen test completed within 48 hours prior to arrival. The Company’s operations in Macao will continue to be impacted and subject to changes in the government policies of Macao, mainland China, Hong Kong and other jurisdictions in Asia addressing travel and public health measures associated with COVID-19. a ry,rr Throughout the year ended December 31, 2022, various outbrt eaks occurred in the region, particularly in Hong the Guangdong province in March, Macao in mid-June and Zhuhai in early Kong in late Januaryrr and early Februar October, all of which resulted in various travel, border and/or operational restrictions. Specififf cally, on July 9, 2022, the Macao government ordered casinos and all non-essential businesses to close frff om July 11 to July 18 in an attempt to control the outbrt eak in Macao, which was extended through July 22, 2022. On July 20, 2022, the Macao government announced a consolidation period, which started on July 23, 2022 and ended on July 30, 2022, whereby certain business activities were allowed to resume limited operations; however, casino operations resumed, but with a maximum capaa city of 50% of casino staffff working at any point. Throughout August, these preventative measures were gradually reduced, as well as various restrictions on movement between Macao and Zhuhai were progressively liftff ed by both the Macao and mainland China governments. Various travel restrictions, such as border closures, mandatoryrr quarantines and proof of negative COVID-19 testing on arrival in Macao, among others, were in effff eff ct at various times during the year ended December 31, 2022, resulting in flff uctuat tions in guest travel and visitation. The Hong Kong / Macao Express bus service and the feff rryrr services between the Taipa Ferryrr Terminal and t recommenced on December 24, 2022 and December 30, 2022, respectively. The operations between Macao and Hong Kong were suspended throughout 2022 and resumed Hong Kong International Airpor Company’s feff rryrr operation on a limited basis on Januaryrr 8, 2023. rr The Company’s Macao gaming operations remained open during most of the year ended December 31, 2022. While guest visitation has begun to recover with the gradual relaxation of travel and quarantine restrictions, the timing and manner in which the Company's casinos, restaurants and shopping malls will operate at fulff city will progressively be assessed against business volumes. l capaa As with prior periods, in support of the Macao government’s initiatives to fiff ght the COVID-19 Pandemic, at various times throughout the year ended December 31, 2022, the Company provided both towers of the Sheraton Grand Macao hotel and also The Parisian Macao hotel to the Macao government to house individuals forff quarantine and medical observation purpos es. r The Company’s operations in Macao have been signififf cantly impacted by the reduced visitation to Macao. oximately 27.5% The Macao government announced total visitation frff om mainland China to Macao decreased appr a 81 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) and 81.7%, during the year ended December 31, 2022, as compared to the same period in 2021 and 2019 (pre- pandemic), respectively. The Macao government also announced gross gaming revenue decreased appr oximately 51.4% and 85.6%, during the year ended December 31, 2022, as compared to the same period in 2021 and 2019, respectively. a At the Macao properties, all social distancing requirements, including those requiring reduced seating at tabla e games and a decreased number of active slot machines on the casino flff oor compared to pre-COVID-19 levels, have ceased in early Januaryrr 2023. SiSS nii gapore a all travelers, including short-term visitors. Under the VTF, all fulff a e, the Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022, to faff cilitate the In Singapor ly vaccinated travelers are resumption of travel forff ovals, and starting April 26, 2022, these travelers are no longer permitted to enter Singapor ly vaccinated travelers need only take a required to take a COVID-19 test beforff e departing forff pre-departurt e test within two days beforff e departurt e forff e. Operations at Marina Bay Sands will continue to be impacted and subject to changes in the government policies of Singapor e and other jurisdictions in Asia, if any, addressing travel and public health measures associated with a COVID-19. e. Non-fulff e and test negative beforff e departing forff a Singapor a Singapor e, without entryrr a Singapor a appr Visitation to Marina Bay Sands continues to be impacted by the effff eff cts of the COVID-19 Pandemic; however, e Tourism Board (“STB”) announced total oximately 330,000 in 2021 to 6.3 million in 2022, while visitation visitation has increased since restrictions have been liftff ed. The Singapor visitation to Singapor decreased 67.0% when compared to the same period in 2019. e increased frff om appr a a a Summaryr r The disrupt ions arising frff om the COVID-19 Pandemic continued to have a signififf cant adverse impact on the Company’s fiff nancial condition and operations during the year ended December 31, 2022. The duration and intensity of this global health situat ions are uncertain and given the dynamic naturt e of these circumstances, the potential futff urt e impact on the Company’s consolidated results of operations, cash flff ows and fiff nancial condition is uncertain. tion and related disrupt rr While each of the Company’s properties were open with some operating at reduced levels due to lower visitation and required safeff ty measures in place during the year ended December 31, 2022, the current economic and regulatoryrr environment on a global basis and in each of the Company’s jurisdictions continues to evolve. The Company cannot predict the manner in which governments will react as the global and regional impact of the COVID-19 Pandemic changes over time, which could signififf cantly alter the Company’s current operations. city frff om the LVSC Revolving Facility, 2018 SCL Revolving Facility and the 2012 Singapor The Company has a strong balance sheet and suffff iff cient liquidity in place, including total unrestricted cash and cash equivalents of $6.31 billion and access to $1.50 billion, $541 million and $439 million of availabla e borrowing capaa e Revolving Facility, respectively, as of December 31, 2022. The Company believes it is abla e to support continuing operations, complete the maja or construcrr tion projects that are underway and respond to the current COVID-19 Pandemic challenges. The Company has taken various mitigating measures to manage through the current environment, including a cost reduction program to minimize cash outflff ow forff non-essential items. a 82 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Macao Concession Until December 31, 2022, gaming in Macao was administered by the government through concession agreements awarded to three different concessionaires and three subconcessionaires, of which Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd.) was one. On June 23, 2022, an extension was approved and authorized by the Macao government and executed between VML and Galaxy Casino, S.A., pursuant to which the subconcession was extended from June 26, 2022 to December 31, 2022 (the “Subconcession Amendment”). VML oximately $6 million at exchange rates in effff eff ct at the time of paid the Macao government 47 million patacas (appr oximately the transaction) and provided a bank guarantee on September 20, 2022, of 2.31 billion patacas (appr fiff llment of VML's $289 million at exchange rates as defiff ned in the bank guarantee contract) to secure the fulff payment obligations towards its employees if VML were unsuccessful in tendering for a new concession contract after its subconcession expired. a a a fiff llment of VML’s legal, contractuat On November 26, 2022, the Macao government awarded six concessions to six of the bidders on a temporaryrr fiff llment of certain conditions, namely providing a bank guarantee of basis, of which VML was one, subject to fulff oximately $125 million at exchange rates in effff eff ct on December 31, 2022) to secure the 1.0 billion patacas (appr fulff obligations. VML complied with all l and other obligations, including labor of these conditions by December 9, 2022. On December 16, 2022, the Macao government awarded six concessions on a defiff nitive basis, of which VML was one, and VML entered into a concession contract with the Macao government, effff eff ctive as of Januaryrr 1, 2023, and forff the duration of ten years (the "Concession"). On December 19, 2022, VML requested the release of all the bank guarantees it provided to the Macao government under its subconcession, and in Januaryrr 2023 such bank guarantees were released, including the 2.31 billion patacas bank ther inforff mation on cash restricted forff guarantee. Refeff r to “Note 5 — Restricted Cash and Cash Equivalents” forff the bank guarantee. furff a On December 30, 2022, in accordance with the requirements of the Gaming Law and their obligations under letters of undertakings (the "Undertakings"), each of VML, Venetian Cotai Limited ("VCL"), Venetian Orient Limited ("VOL") and Cotai Strip Lot 2 Apart Hotel (Macau) Limited (“CSL2,” a subsidiary of SCL) entered into deeds of reversion, pursuant to which each of VML, VCL, VOL and CSL2 confiff rmed and agreed to revert to the Macao government relevant gaming equipment and gaming areas (as identififf ed in the Undertakings) without compensation and frff ee of any liens or charges upon the expiryrr of the term of the subconcession extension period. On the same day, VML entered into a handover record (the "Handover Record"), pursuant to which the right to operate the same gaming equipment and gaming areas was granted to VML forff the duration of the Concession, in returt n forff the fiff rst three years and 2,500 patacas per square meter forff oximately $93 and $311, respectively, at exchange rates in effff eff ct on December 31, 2022). The annual payment of 750 patacas per square meter will be adjusted with the Macao average years two and three and the annual payment of 2,500 patacas per price index of the corresponding preceding year forff square meter will be adjusted with the Macao average price index of the corresponding preceding year forff years fiff ve through ten. annual payments of 750 patacas per square meter forff the folff lowing seven years (appr a Operations The Company is a developer of destination properties ("Integrated Resorts") feff aturt e premium accommodations, world-class gaming, entertainment and retail malls, convention and exhibition faff cilities, celebrity chef restaurants and other amenities. that MacMM ao The Company currently owns 69.9% of SCL, which includes the operations of The Venetian Macao Resort Hotel ("The Venetian Macao"), The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Cotai Strip (the "Four Seasons Macao"), Sands Macao and other ancillaryrr operations that support these properties, as furff ther discussed below. The Company operates the gaming areas within these properties pursuant to the 10-year Concession agreement, which expires in December 2032. The Venetian Macao anchors the Cotai Strip, the Company's master-planned development of Integrated oximately 140 acres in Macao. The Venetian Macao includes a 39-flff oor luxuryrr hotel with oximately 503,000 square feff et of gaming space and gaming support area; a 15,000-seat arena; an Resorts on an area of appr a 2,905 suites; appr a 83 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 1,800-seat theater; a mall with retail and dining space of appr a and meeting room complex of appr oximately 1.2 million square feff et. a oximately 944,000 square feff et; and a convention center The Londoner Macao (previously Sands Cotai Central), our largest Integrated Resort on the Cotai Strip, is located across the street frff om The Venetian Macao, The Parisian Macao and The Plaza Macao and Four Seasons Macao. 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 Londoner Macao presents a range of new attractions and feff aturt es, including some of London’s most th Tower (commonly known as "Big recognizabla e landmarks, such as the Houses of Parliament and the Elizabea hotel towers. The fiff rst hotel tower Ben"), and interactive guest experiences. The Integrated Resort feff aturt es four consists of Londoner Court with 368 luxuryrr suites and 400 rooms and suites under the St. Regis brand. The second hotel tower consists of 659 fiff ve-star rooms and suites under the Conrad brand and The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham. The third hotel tower consists of th hotel tower consists of 2,126 rooms and suites under 1,842 rooms and suites under the Sheraton brand. The four the Sheraton brand. Within The Londoner Macao, the Company also owns and currently operates appr oximately 400,000 square feff et of gaming space and gaming support area, appr oximately 369,000 square feff et of meeting space and appr oximately 610,000 square feff et of retail space, a 6,000-seat arena, as well as entertainment and dining a faff cilities. a a ff ff The Parisian Macao is an Integrated Resort connected to The Venetian Macao and The Plaza Macao and Four oximately 270,000 square feff et of gaming space and gaming support area. The oximately 296,000 square feff et of retail and dining space; a Seasons Macao, which includes appr Parisian Macao also feff aturt es 2,541 rooms and suites; appr meeting room complex of appr oximately 63,000 square feff et; and a 1,200-seat theater. a a a The Plaza Macao and Four Seasons Macao feff aturt es 360 rooms and suites managed and operated by FS Macau Lda. and is located adjacent and connected to The Venetian Macao. Within the Integrated Resort, the Plaza Casino feff aturt es appr oximately 108,000 square feff et of gaming space and gaming support area; 19 Paiza mansions; retail oximately 249,000 square feff et, which is connected to the mall at The Venetian Macao; several food space of appr and beverage offff eff rings; and confeff rence, banquet and other faff cilities. The Grand Suites at Four Seasons opened in October 2020 and feff aturt es 289 luxuryrr suites. a a ff The Sands Macao, the fiff rst Las Vegas-style casino in Macao, offff eff rs appr oximately 176,000 square feff et of gaming space and gaming support area and a 289-suite hotel tower, as well as several restaurants, VIP faff cilities, a theater and other high-end services and amenities. a SiSS nii gapore a a e, which opened with appr The Company owns and operates the Marina Bay Sands in Singapor oximately 2,600 rooms and suites located in three 55-storyrr hotel towers. The Company is currently undertaking extensive renovation oximately 2,300 rooms and suites resulting upon completion, which is expected to greatly enhance work with appr the positioning of the Company's suite product (see "Development Projects" forff ther inforff mation). Marina Bay Sands also feff aturt es the Sands SkyPark (which sits atop the hotel towers and feff aturt es an infiff nity swimming pool and oximately 160,000 square feff et of gaming space, an enclosed retail, dining and several dining options), appr oximately 800,000 net leasabla e square feff et, a convention center and meeting room entertainment complex of appr complex of appr turt e at the bay-frff ont promenade that contains an art/tt science museum. The Company announced an expansion project at Marina Bay Sands, as furff oximately 1.2 million square feff et, a theater and a landmark iconic strucr ther described below. a a furff a a UnUU itii ett d StSS attt ett s e Las VeVV gas The Company previously owned and operated The Venetian Resort Las Vegas and the Sands Expo and ryrr 23, 2022, the Company ther Convention Center (collectively refeff rred to as the “Las Vegas Operations”). On Februar closed on the sale of the Las Vegas Operations. Refeff r to “Note 3 — Discontinued Operations” forff inforff mation. furff 84 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Development Projects The Company regularly evaluates opportuni ties to improve its product offff eff rings, such as refrff eshing its meeting and convention faff cilities, suites and rooms, retail malls, restaurant and nightlifeff mix and its gaming areas, as well as other anticipated revenue generating additions to the Company's Integrated Resorts. t MacMM ao As part of the Concession entered into by VML and the Macao government, VML has a fiff nancial commitment oximately $3.77 billion at exchange rates in effff eff ct on December 31, 2022) oximately $3.46 billion at al to international visitors. to spend 30.24 billion patacas (appr a through 2032 on both capia tal and operating projects, including 27.80 billion patacas (appr exchange rates in effff eff ct on December 31, 2022) in non-gaming projects that will also appe a As part of the investment, VML will dedicate resources to several key areas, including: a • • • A commitment to expand, improve and optimize the scale and quality of its convention centers and related oximately 18,000-square-meter MICE amenities. This includes the proposed development of a new appr faff cility in a new podium adjacent to the existing Cotai Expo, expanding the Company’s foot int of inter- connected meeting space and enabla ing the hosting of additional large-scale international MICE events. In connection with these effff orff ts, the Company will strengthen the planning, organization and international marketing of convention tourism in order to attract global multinational companies to host annual meetings and corpor ate summits in Macao. prt a r ff The redevelopment of the existing Le Jardin (the “Tropical Garden” on the south side of The Londoner oximately 50,000-square-meter garden-themed destination. The Macao) to create a new and unique appr together with related themed green proposed garden-themed attraction will include an iconic conservatoryrr spaces and amenities. The conservatoryrr is intended to become a Macao landmark of international renown, providing a year-round themed attraction forff tourists and residents. a An expansion of entertainment and sporting events and offff eff rings to grow international tourism, supported reinvestment and upgrade of the Cotai Arena. The Company will also develop in part by a meaningfulff concepts to support Macao’s several new restaurants and introduce innovative international culinaryrr position as a city of gastronomy. The Company will also launch a luxuryrr yacht experience feff aturt ing on- board dining and entertainment including celebrity appe arances, as well as water sports. a SiSS nii gapore a a a a a total project cost of appr oximately 4.5 billion Singapor In April 2019, the Company's wholly owned subsidiary,rr Marina Bay Sands Pte. Ltd. (“MBS”) and the STB entered into a development agreement (the “Development Agreement”) pursuant to which MBS will construcr t a development, the MBS Expansion Project, which will include a hotel tower with a rooftff op attraction, convention and oximately 15,000 seats. The Development meeting faff cilities and a state-of-ff the-art live entertainment arena with appr Agreement provides forff oximately e dollars ("SGD," appr $3.3 billion at exchange rates in effff eff ct on December 31, 2022). The amount of the total project cost will be fiff nalized tion. In connection with the Development as the Company completes design and development and begins construcrr the parcels of land underlying the project. In April 2019 and Agreement, MBS entered into a lease with the STB forff e the required premiums, in connection with the lease, MBS provided various governmental agencies in Singapor a deposits, stamp duty, goods and services tax and other feff es in an aggregate amount of appr oximately SGD oximately $1.14 billion at exchange rates in effff eff ct at the time of the transaction). The Company a 1.54 billion (appr amended its 2012 Singapor tion costs, feff es and other expenses related to the MBS Expansion Project pursuant to the Development Agreement. On e Credit Facility, which, among other things, extended September 7, 2021, the Company amended the 2012 Singapor a the MBS Expansion tion cost estimate and the construcrr the deadline forff Project to March 31, 2022. On March 29, 2022, the Company entered into a letter agreement with the STB to extend the construcr the MBS Expansion Project frff om April 8, 2022 to April 8, 2023. The Company is in the process of reviewing the budget and timing of the MBS expansion based on the impact of the tion schedule were COVID-19 Pandemic and other faff ctors. As a result, the construcr not delivered to the lenders by the extended deadline, and the Company will not be permitted to make furff ther draws on the Singapor e Delayed Draw Term Facility until these items are delivered. The Company does not anticipate material spend related to the MBS Expansion Project prior to the deliveryrr of these items to lenders. the fiff nancing of the development and construcrr tion cost estimate and construcr e Credit Facility to provide forff tion commencement date forff delivering the construcr tion schedule forff a a a 85 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The Company also began the appr oximately $1.0 billion renovation of Marina Bay Sands, which is expected to introduce world-class suites in Tower 1 and Tower 2, and substantially upgrade the overall guest experience forff premium customers. This project is in addition to the MBS Expansion Project. a Othtt er The Company continues to evaluate current development projects in each of its markets and pursue new development opportuni t ties globally. Note 2 — Summary of Signififf cant Accounting Policies Principles of Consolidation The consolidated fiff nancial statements include the accounts of the Company and its maja ority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated fiff nancial statements in conforff mity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affff eff ct the reported amounts of assets and liabia lities, revenues and expenses, and related disclosures of contingent assets and liabia lities. These estimates and judgments are based on historical inforff mation, inforff mation currently availabla e to the Company and on various other assumptions the Company believes to be reasonabla e under the circumstances. Actuat l results could varyrr frff om those estimates. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturt ities of less than 90 days. Such investments are carried at cost, which is a reasonabla e estimate of their faff ir value. Cash equivalents are placed with high credit quality fiff nancial institutt . Cash is considered restricted when withdrawal or general use is legally restricted. The Company determines current or noncurrent classififf cation based on the expected duration of the restriction. The Company’s restricted cash and cash equivalents includes amounts held in a separate cash deposit account as collateral forff a bank guarantee and other amounts contractuat various items. The estimated faff ir value of the Company's cash equivalents is based on level 1 inputs (quoted market prices in active markets). ions and are primarily in money market funds lly reserved forff ff Accounts Receivable and Credit Risk Accounts receivabla e is comprised of casino, hotel, mall and other receivabla es, which do not bear interest and lowing background are recorded at amortized cost. The Company extends credit to appr checks and investigations of creditworthiness. The Company also extends credit to gaming promoters in Macao. These receivabla es can be offff sff et against commissions payabla e to the respective gaming promoters. Business or economic conditions, the legal enforff ceabia lity of gaming debts, forff eign currency control measures or other signififf cant events in forff eign countries could affff eff ct the collectabia lity of receivabla es frff om patrons and gaming promoters residing in these countries. oved casino patrons folff a Accounts receivabla e primarily consists of casino receivabla es. Other than casino receivabla es, there is no other concentration of credit risk with respect to accounts receivabla e. The Company believes the concentration of its credit risk in casino receivabla es is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes there are no concentrations of credit risk forff which a provision has not been establa ished. Although management believes the provision is adequate, it is possible the estimated amount of cash collections with respect to accounts receivabla e could change. Loan Receivable Loan receivabla es are carried at the outstanding principal amount. A provision forff credit loss on loan receivabla es is establa ished when, based on current inforff mation and events, it is probabla e that the Company will be l terms of the loan agreement. The Company determines unabla e to collect all amounts due according to the contractuat this by considering several faff ctors, including the credit risk and current fiff nancial condition of the borrower, the borrower’s abia lity to pay current obligations, historical trends, and economic and market conditions. The Company an perforff ms a credit quality assessment on the loan receivabla e on a quarterly basis and reviews the need forff 86 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) allowance under Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2016-13. The Company evaluates the extent and impact of any credit deterioration that could affff eff ct the perforff mance and the value of the secured property, as well as the fiff nancial and operating capaa bia lity of the borrower. The Company also evaluates and considers the overall economic environment, casino and hospitality industryrr c sub- market in which the secured property is located. and geographi a Interest income is recorded on an accruar l basis at the stated interest rate and is recorded in interest income in the accompanying consolidated statements of operations. Inventories Inventories consist primarily of food, beverage, retail products and operating supplies, which are stated at the lower of cost or net realizabla e value. Cost is determined by the weighted average and specififf c identififf cation methods. ff Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization, and accumulated impairment losses, if any. Depreciation and amortization are provided on a straight-line basis over the estimated usefulff lives of the assets, which do not exceed the lease term forff leasehold improvements, as folff lows: Land improvements, building and building improvements............................................................... 10 to 50 years 3 to 20 years Furniturt e, fiff xturt es and equipment ..................................................................................................... 3 to 15 years Leasehold improvements................................................................................................................... 5 to 20 years Transportation.................................................................................................................................... lives are based on the naturt e of the assets as well as current operating strategy and legal The estimated usefulff considerations, such as contractuat l lifeff , and are periodically reviewed. Futurt e events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated usefulff lives of such assets. Maintenance and repairs that neither materially add to the value of the asset nor appr eciabla y prolong its lifeff are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations. a The Company evaluates its property and equipment and other long-lived assets forff impairment in accordance with related accounting standards. For assets to be disposed of,ff the Company recognizes the asset to be sold at the lower of carryirr ng value or faff ir value less costs of disposal. Fair value forff assets to be disposed of is estimated based on comparabla e asset sales, solicited offff eff rs or a discounted cash flff ow model. Fixed assets are reviewed forff impairment whenever indicators of impairment exist. Determining the recoverabia lity of the Company's asset groups is judgmental in naturt e and requires the use of signififf cant estimates and assumptions, including estimated cash flff ows, probabia lity weighting of potential scenarios, costs to complete assets under development, growth rates and futff urt e market conditions, among others. Futurt e construcr changes to the Company's estimates and assumptions based upon changes in macro-economic faff ctors, regulatoryrr environments, operating results or management's intentions may result in futff urt e changes to the recoverabia lity of these asset groups. tion forff Leases Management determines if a contract is, or contains, a lease at inception or modififf cation of a contract. A a period contract is, or contains, a lease if the contract conveys the right to control the use of an identififf ed asset forff in exchange forff consideration. Control over the use of the identififf ed asset means the lessee has both (a) the right to obtain substantially all of the economic benefiff ts frff om the use of the asset and (b) the right to direct the use of the asset. Finance and operating lease right-of-ff use ("ROU") assets and liabia lities are recognized based on the present value of futff urt e minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinabla e in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the inforff mation availabla e at commencement date in determining the present value of futff urt e payments. The expected lease terms include options to extend or terminate the lease when it is reasonabla y certain the Company will 87 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) exercise such option. Lease expense forff minimum lease payments is recognized on a straight-line basis over the expected lease term. The Company’s lease arrangements have lease and non-lease components. For leases in which the Company is the lease components and non-lease components as a single lease component all classes of underlying assets (primarily real estate). Leases in which the Company is the lessor are as operating leases and the lease components and non-lease components are on the balance the lessee, the Company accounts forff forff substantially all accounted forff accounted forff separately. Leases with an expected term of 12 months or less are not accounted forff sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. Capitalized Interest and Internal Costs Interest costs associated with maja or construcr tion projects are capia talized and included in the cost of the projects. When no debt is incurred specififf cally forff tion projects, interest is capia talized on amounts expended using the weighted average cost of the Company's outstanding borrowings. Capia talization of interest ceases when the project is substantially complete or construcr tion activity is suspended forff more than a brief period. During the years ended December 31, 2022, 2021 and 2020, the Company capia talized $4 million, $15 million and $21 million, respectively, of interest expense. construcr During the years ended December 31, 2022, 2021 and 2020, oximately $42 million, $49 million and $37 million, respectively, of internal costs, consisting primarily of compensation expense forff individuals directly involved with the development and construcrr the Company capia talized appr tion of property. a Defeff rred Financing Costs and Original Issue Discounts Certain direct and incremental costs and discounts incurred in obtaining loans are capia talized and amortized to interest expense based on the terms of the related debt instrumr ents using the effff eff ctive interest method. Leasehold Interests in Land Leasehold interests in land represent payments forff the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements. Revenue Recognition Revenue frff om contracts with customers primarily consists of casino wagers, room sales, food transactions, rental income frff om the Company’s mall tenants, convention sales and entertainment and feff rryrr sales. These contracts can be written, oral or implied by customaryrr business practices. and beverage ticket ff Gross casino revenue is the aggregate of gaming wins and losses. The commissions rebated to gaming promoters and premium players forff rolling play, cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue. Gaming contracts include a perforff mance obligation to honor the patron’s wager and typically include a perforff mance obligation to provide a product or service to the patron on a complimentaryrr basis to incentivize gaming or in exchange forff points earned under the Company’s loyalty programs. For wagering contracts that include complimentaryrr products and services provided by the Company to incentivize gaming, the Company allocates the relative stand-alone selling price of each product and service to the respective revenue type. Complimentaryrr products or services provided under the Company's control and discretion, which are supplied by third parties, are recorded as an operating expense. For wagering contracts that include products and services provided to a patron in exchange forff points earned under the Company’s loyalty programs, the Company allocates the estimated faff ir value of the points earned to the loyalty program liabia lity. The loyalty program liabia lity is a defeff rral of revenue until redemption occurs. Upon redemption of loyalty program points forff Company-owned products and services, the stand-alone selling price of each product or service is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted frff om the loyalty program liabia lity and paid directly to the third party. Any discounts received by the Company frff om the third party in connection with this transaction are recorded to other revenue. 88 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Aftff er allocation to the other revenue types forff products and services provided to patrons as part of a wagering contract, the residual amount is recorded to casino revenue as soon as the wager is settled. As all wagers have similar characteristics, the Company accounts forff io basis versus an individual basis. its gaming contracts collectively on a portfolff Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Convention revenues are recognized when the related service is rendered or and beverage services contracts are the event is held. Deposits forff convention recorded as defeff rred revenue until the revenue recognition criteria are met. Cancellation feff es forff and contracts are recognized upon cancellation by the customer and are included in other revenues. Ferryrr entertainment revenue recognition criteria are met at the completion of the feff rryrr trip or event, respectively. Revenue frff om contracts with a combination of these services is allocated pro rata based on each service’s relative stand-alone selling price. futff urt e hotel occupancy, convention space or food ff Revenue frff om leases is primarily recorded to mall revenue and is generated frff om base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted forff l escalations, is recognized on a straight-line basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the threshold is met. contractuat ConCC trtt act and ConCC trtt act Relatll ett d Liabilii ill tii itt es The Company provides numerous products and services to its customers. There is oftff en a timing diffff eff rence each of the associated perforff mance between the cash payment by the customers and recognition of revenue forff lowing main types of liabia lities associated with contracts with customers: (1) obligations. The Company has the folff outstanding chip liabia lity, (2) loyalty program liabia lity and (3) customer deposits and other defeff rred revenue forff gaming and non-gaming products and services yet to be provided. The outstanding chip liabia lity represents the collective amounts owed to gaming promoters and patrons in gaming chips in their possession. Outstanding chips are expected to be recognized as revenue or exchange forff redeemed forff cash within one year of being purchased. The loyalty program liabia lity represents a defeff rral of revenue until patron redemption of points earned. The loyalty program points are expected to be redeemed and recognized as revenue within one year of being earned. Due to travel restrictions resulting frff om the COVID-19 patrons not abla e or willing Pandemic, the Company temporarily extended the redemption period of these points forff to travel to Singapor In December 2022, this certain groups of patrons that are abla e to travel to the properties. The redemption period has been reinstated forff all patrons during 2023. Customer deposits and other required redemption period is expected to be reinstated forff futff urt e services provided by the Company. With the defeff rred revenue represent cash deposits made by customers forff exception of mall deposits, which typically extend beyond a year based on the terms of the lease, the maja ority of these customer deposits and other defeff rred revenue are expected to be recognized as revenue or refunde d to the customer within one year of the date the deposit was recorded. all patrons with points at its properties located in Macao. e and forff a ff The folff lowing tabla e summarizes the liabia lity activity related to contracts with customers: Outstanding Chip Liability Loyalty Program Liability 2022 2021 2022 2021 Customer Deposits and Other Defeff rred Revenue(1) 2021 2022 Balance at Januaryrr 1............ $ Balance at December 31 ...... Increase (decrease) .............. $ 74 81 7 $ $ $ 197 74 (123) $ ____________________ $ (In millions) 61 72 11 $ $ 62 61 (1) $ $ 618 614 (4) $ 633 618 (15) (1) Of this amount, $149 million, $145 million and $152 million as of December 31, 2022 and 2021 and Januaryrr 1, 2021, respectively, relates to mall deposits that are accounted forff based on lease terms usually greater than one year. 89 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Gaming Taxes a The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, icabla e jurisdictional adjustments. These gaming taxes, including the goods and services tax in subject to appl Singapor e, are an assessment on the Company's gaming revenue and are recorded as a casino expense in the a accompanying consolidated statements of operations. These taxes were $935 million, $1.22 billion and $812 million forff the years ended December 31, 2022, 2021 and 2020, respectively. Pre-Opening and Development Expenses The Company accounts forff costs incurred in the development and pre-opening phases of new venturt es in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new venturt es and are expensed as incurred. Development expenses include the costs associated with the Company's evaluation and pursuit of new business opportuni ties, which are also expensed as incurred. t Advertising Costs Costs forff advertising are expensed the fiff rst time the advertising takes place or as incurred. Advertising costs included in the accompanying consolidated statements of operations were $29 million, $31 million and $26 million forff the years ended December 31, 2022, 2021 and 2020, respectively. Corporate Expenses r Corpor ate expense represents payroll, travel, legal feff es, profeff ssional feff es and various other expenses not allocated or directly related to the Company's Integrated Resort operations and related ancillaryrr operations. Foreign Currency ff The func tional currency of most of our forff eign subsidiaries is the local currency in which the subsidiaryrr operates. Balance sheet accounts are translated at the exchange rate in effff eff ct at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting frff om this process are recorded to other comprehensive income (loss). Gains or losses frff om forff eign currency remeasurements that arise frff om exchange rate flff uctuat tions on transactions denominated in a currency other than the func ff tional currency are included in other income (expense). Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive income (loss) consisted of forff eign currency translation adjustment and cash flff ow hedge faff ir value adjustments. Earnings (Loss) Per Share The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings (loss) per share consisted of the folff lowing: Weighted average common shares outstanding (used in the calculation of basic earnings (loss) per share) ........................... Potential dilution frff om stock options and restricted stock and stock units .................................................................................. Weighted average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)..... Antidilutive stock options excluded frff om the calculation of diluted earnings (loss) per share................................................. Year Ended December 31, 2021 2020 2022 (In millions) 764 — 764 15 764 — 764 9 764 — 764 9 90 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Stock-Based Employee Compensation Stock-based compensation cost is measured at the grant date, based on the calculated faff ir value of the award, and is recognized over the employee's requisite service period (generally the vesting period of the equity grant). The Company's stock-based employee compensation plans are more fulff ly discussed in "Note 18 — Stock-Based Employee Compensation." Income Taxes The Company is subject to income taxes in the U.S. (including feff deral and state) and numerous forff eign jurisdictions in which it operates. The Company records income taxes under the asset and liabia lity method, whereby defeff rred tax assets and liabia lities are recognized based on the futff urt e tax consequences attributabla e to temporaryrr diffff eff rences between the fiff nancial statement carryirr ng amounts of existing assets and liabia lities and their respective tax bases, and attributabla e to operating loss and tax credit carryfrr orff wards. Accounting standards regarding income taxes require a reduction of the carryirr ng amounts of defeff rred tax assets by a valuation allowance, if based on the availabla e evidence, it is "more-likely-than-not" such assets will not be realized. Accordingly, the need to establa ish valuation allowances forff defeff rred tax assets is assessed at each reporting period based on a "more-likely-than-not" realization threshold. This assessment considers, among other matters, the naturt e, frff equency and severity of current and cumulative losses, forff ecasts of futff urt e profiff tabia lity, the duration of statutt oryrr carryfrr orff ward periods, the Company's experience with operating loss and tax credit carryfrr orff wards not expiring and tax planning strategies. Management will reassess the realization of defeff rred tax assets each reporting period and consider the scheduled reversal of defeff rred tax liabia lities, sources of taxabla e income and tax planning strategies. To the extent the fiff nancial results of these operations improve and it becomes "more-likely-than-not" the defeff rred tax assets are realizabla e, the Company will be abla e to reduce the valuation allowance in the period such determination is made as a appr opriate. Signififf cant judgment is required in evaluating the Company's tax positions and determining its provision forff income taxes. During the ordinaryrr course of business, there are many transactions forff which the ultimate tax determination is uncertain. The Company considers many faff ctors when evaluating and estimating its tax positions and tax benefiff ts, which may require periodic adjustments and forff which actuat l outcomes may be diffff eff rent. Fair Value Measurements a Under appl icabla e accounting guidance, faff ir value is defiff ned as the exit price, or the amount that would be received to sell an asset or paid to transfeff r a liabia lity in an orderly transaction between market participants as of the inputs in measuring measurement date. Applicabla e accounting guidance also establa ishes a valuation hierarchy forff faff ir value that maximizes the use of observabla e inputs (inputs market participants would use based on market data obtained frff om sources independent of the Company) and minimizes the use of unobservabla e inputs (inputs that reflff ect the Company's assumptions based upon the best inforff mation availabla e in the circumstances) by requiring the most observabla e inputs be used when availabla e. Level 1 inputs are quoted prices (unadjusted) in active markets forff identical assets or liabia lities. Level 2 inputs are quoted prices forff similar assets or liabia lities in active markets, identical or similar assets or liabia lities in markets that are not active, and inputs (other than quoted quoted prices forff prices) that are observabla e forff the assets or liabia lities, either directly or indirectly. Level 3 inputs are unobservabla e the assets or liabia lities. Categorization within the hierarchy is based upon the lowest level of input that is inputs forff signififf cant to the faff ir value measurement. Accounting forff Derivative Instruments and Hedging Activities Accounting standards require an entity to recognize all derivatives as either assets or liabia lities in the balance ents at faff ir value. If specififf c conditions are met, a derivative may be designated as a sheet and measure those instrumr hedge of specififf c fiff nancial exposures. The accounting forff changes in faff ir value of a derivative depends on the intended use of the derivative and, if used in hedging activities, on its effff eff ctiveness as a hedge. In order to qualifyff hedge accounting, the underlying hedged item must expose the Company to risks associated with market forff flff uctuat ent used must be designated as a hedge and must reduce the Company's exposure to market flff uctuat tion throughout the hedge period. tions and the fiff nancial instrumr 91 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Changes in market rates and prices, such as interest rates, forff eign currency exchange rates and commodity prices, can impact the Company’s results of operations. The Company’s primaryrr exposures to market risk are interest rate risk associated with long-term debt and forff eign currency exchange rate risk associated with the Company’s operations outside the United States. The Company has a policy aimed at managing interest rate risk associated with its current and anticipated futff urt e borrowings and forff eign currency exchange rate risk associated with , futff urt es, operations of its forff eign subsidiaries. This policy enabla es the Company to use any combination of swapsa options, capsa ents forff es and does not enter into derivative transactions that would be considered speculative positions. , forff ward contracts and similar instrumr r ents. The Company does not hold or issue fiff nancial instrumr trading purpos Recent Accounting Pronouncements The Company’s management has evaluated all of the recently issued, but not yet effff eff ctive, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the fiff ling date of these fiff nancial statements and does not believe the futff urt e adoption of any such pronouncements will have a material effff eff ct on the Company’s fiff nancial position, results of operations and cash flff ows. Note 3 — Discontinued Operations a On Februar ryrr 23, 2022, the Company completed the previously announced sale of the Las Vegas Operations an aggregate purchase (the "Closing"), to VICI Properties L.P. (“PropCo”) and Pioneer OpCo, LLC (“OpCo”) forff price of appr oximately $6.25 billion (the “Las Vegas Sale”). Under the terms of the agreements related to the Las Vegas Sale, OpCo acquired subsidiaries that hold the operating assets and liabia lities of the Las Vegas Operations forff appr oximately $1.05 billion in cash, subject to certain post-closing adjustments, and $1.20 billion in seller fiff nancing a in the forff m of a six-year term loan credit and security agreement (the “Seller Financing Loan Agreement”) and PropCo acquired subsidiaries that hold the real estate and real estate-related assets of the Las Vegas Operations forff a appr oximately $4.0 billion in cash. Upon the Closing, the Company received appr oximately $5.05 billion in cash proceeds, beforff e transaction costs and working capia tal adjustments of $77 million, and recognized a gain on disposal of $3.60 billion, beforff e income tax expense of $750 million, during the year ended December 31, 2022. a held forff As there is no continuing involvement between the Company and the Las Vegas Operations, the Company accounted forff the transaction as a sale of a business. The Company concluded the Las Vegas Operations met the sale and discontinued operations beginning in the fiff rst quarter of 2021. As a result, the Las criteria forff Vegas Operations is presented in the accompanying consolidated statements of operations and cash flff ows as a all periods presented. The Company reported the operating results and cash flff ows related discontinued operation forff to the Las Vegas Operations through Februarr ryrr 22, 2022. Current and non-current assets and liabia lities of the Las Vegas Operations as of December 31, 2021, are presented in the accompanying consolidated balance sheets as current assets and liabia lities held forff sale. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations. ConCC titt nii gent Lease Suppor u t Agreement On Februar ryrr 23, 2022, in connection with the Closing, the Company and OpCo entered into a post-closing contingent lease support agreement (the “Contingent Lease Support Agreement”) pursuant to which, among other things, the Company may be required to make certain payments (“Support Payments”) to OpCo. The Support Payments are payabla e on a monthly basis folff lowing the Closing through the year ending December 31, 2023, based upon the perforff mance of the Las Vegas Operations relative to certain agreed upon target metrics and subject to quarterly and annual adjustments. The target metrics are measured against a benchmark annual EBITDAR (as defiff ned in the Contingent Lease Support Agreement) of the Las Vegas Operations equal to $426 million forff the period beginning on the date of the Closing and ending December 31, 2022 and $500 million the period beginning Januaryrr 1, 2023 and ending December 31, 2023. The Company’s payment obligations are forff the period beginning on the date of the Closing and ending December 31, subject to a capa equal to $213 million forff the period beginning Januaryrr 1, 2023 and ending December 31, 2023. Each monthly 2022 and $250 million forff Support Payment is subject to a prorated capa based on the annual cap.a the period post-Closing through December 31, 2022. On Januaryrr 31, 2023, the Company received notice frff om OpCo No Support Payments were made forff 92 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) that the Contingent Lease Support Agreement had terminated pursuant to its terms and that neither party would have any furff ther liabia lity or obligation thereunder. SeSS llll ell r FiFF nii ancinii g Loan Agreement At the Closing, the Company, as lender, OpCo, as borrower, the parent company of OpCo (“Holdings”) and certain subsidiaries of OpCo, as guarantors party thereto (collectively, and with Holdings, the “Guarantors” and, together with OpCo in its capaa city as borrower, the “Loan Parties”), entered into the Seller Financing Loan Agreement. Refeff r to "Note 4 — Loan Receivabla e" forff ther inforff mation. furff Las VeVV gas e OpeOO ratitt ons The folff lowing tabla e represents summarized balance sheet inforff mation of assets and liabia lities of the discontinued operation: Cash and cash equivalents................................................................................................................... $ credit losses of $58 ........................................................... Accounts receivabla e, net of provision forff Inventories........................................................................................................................................... Prepaid expenses and other ................................................................................................................. Property and equipment, net ............................................................................................................... Other assets, net .................................................................................................................................. Total held forff sale assets in the balance sheet ................................................................................. $ Accounts payabla e ................................................................................................................................ $ tion payabla es ......................................................................................................................... Construcr Other accruerr d liabia lities ...................................................................................................................... Long-term debt.................................................................................................................................... Defeff rred amounts related to mall sale transactions............................................................................. Other long-term liabia lities ................................................................................................................... Total held forff sale liabia lities in the balance sheet............................................................................ $ December 31, 2021 (In millions) 55 126 9 23 2,864 226 3,303 24 8 318 2 338 131 821 93 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The folff lowing tabla e represents summarized income statement inforff mation of discontinued operations: Year Ended December 31, 2022(1) 2021 2020 (In millions) Revenues: Casino .................................................................................. $ Rooms.................................................................................. Food and beverage............................................................... Convention, retail and other ................................................ Net revenues............................................................................. Resort operations expenses.................................................. credit losses ................................................... Provision forff General and administrative.................................................. Corprr orate ............................................................................. Depreciation and amortization............................................. Loss on disposal or impairment of assets ............................ Operating income (loss) ........................................................... Interest expense ................................................................... Other income (expense)....................................................... Income (loss) frff om operations of discontinued operations ...... Gain on disposal of discontinued operations............................ Adjd ustment to gain on disposal of discontinued operations(2).. Income (loss) frff om discontinued operations, beforff e income tax ........................................................................................... Income tax (expense) benefiff t ................................................... Net income (loss) frff om discontinued operations presented in the statement of operations..................................................... $ 61 78 43 46 228 107 3 55 — — — 63 (2) (3) 58 3,611 (9) 3,660 (762) 2,898 Adjusted Property EBITDA ..................................................... $ 63 __________________________ $ $ $ $ 443 454 236 138 1,271 626 13 342 — 25 6 259 (13) 1 247 — — 247 (54) 193 290 $ $ 228 218 126 100 672 490 12 294 1 163 7 (295) (13) 3 (305) — — (305) 62 (243) (124) (1) (2) Includes the Las Vegas Operations fiff nancial results forff the period frff om Januaryrr 1, 2022 through Februarr ryr 22, 2022. Primarily relates to the fiff nalization of the working capia tal adjustment pursuant to the terms of the related agreements. ryrr 22, 2022 and forff For the 53-day period ended Februarr the year ended December 31, 2021, the Company’s Las riod sale. The Company appl Vegas Operations were classififf ed as a discontinued operation held forff income taxes between continuing operations and discontinued tax allocation rulr es to allocate the provision forff operations using the “with and without” appr oach. The Company calculated income tax expense frff om all fiff nancial statement components (continuing and discontinued operations), the “with” computation, and compared that to the income tax expense attributabla e to continuing operations, the “without” computation. The diffff eff rence between the “with” and “without” computations was allocated to discontinued operations. ied the intrapea a a The Company’s effff eff ctive income tax rate frff om discontinued operations was 20.8% forff the year ended the year December 31, 2022. This compares to a 21.9% effff eff ctive income tax rate frff om discontinued operations forff oach consistent with ended December 31, 2021, which reflff ects the appl riod tax allocation rulr es. During the year ended December 31, 2020, the Company’s effff eff ctive income tax rate intrapea frff om discontinued operations was (20.3)%. The income tax on discontinued operations reflff ects a 21% corpor ate income tax rate on the Company’s Las Vegas Operations. The cash income tax expense as if the discontinued ise and a separate taxpayer is $804 million. The Company fiff les a U.S. operations was a standalone enterprr consolidated income tax returt n inclusive of the discontinued operations, which allows the income frff om discontinued operations to utilize net operating loss carryfrr orff wards and operating losses frff om continuing operations, U.S. forff eign ication of the “with and without” appr a a r 94 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) tax credits and charitabla e contribution carryfrr orff wards. During 2022, the Company made U.S. cash tax payments inclusive of the gain on sale of the Las Vegas Operations totaling $612 million. Note 4 — Loan Receivable Seller Financing Loan Agreement At the Closing, the Company and the Loan Parties entered into the Seller Financing Loan Agreement. The Seller Financing Loan Agreement provides forff a six-year senior secured term loan faff cility in an aggregate principal amount of $1.20 billion (the “Seller Loan”) at the date of the Closing. The Seller Loan is guaranteed by the Guarantors and secured by a fiff rst-priority lien on substantially all of the Loan Parties’ assets (subject to customaryrr exceptions and limitations), including a leasehold mortgage frff om OpCo over certain real estate that was sold to PropCo at the Closing and leased by OpCo. The Seller Loan will bear interest at a rate equal to 1.50% per annum forff the calendar years ending December each calendar year thereaftff er, subject to an increase of 1.00% per any interest OpCo elects to pay by increasing the principal amount of the Seller Loan prior to Januaryrr 1, any such election during the calendar year ending December 31, 31, 2022 and 2023, and 4.25% per annum forff annum forff 2024, and an increase of 1.50% per annum forff 2024. Any interest to be paid aftff er December 31, 2024, will be paid in cash. The Seller Financing Loan Agreement contains certain customaryrr representations and warranties and covenants, subject to customaryrr exceptions and thresholds. The Seller Financing Loan Agreement’s negative covenants restrict the abia lity of the Loan Parties and their subsidiaries to, among other things, (i) incur debt, (ii) create certain liens on their assets, (iii) dispose of their assets, (iv) make investments or restricted payments, including dividends, (v) merge, liquidate, dissolve, change their business or consolidate with other entities and (vi) enter into affff iff liate transactions. The Seller Financing Loan Agreement also contains customaryrr events of defaff ult, including payment defaff ults, cy and insolvency, breaches of covenants and inaccuracy of representations cross defaff ults to material debt, bankrupt and warranties, subject to customaryrr grace periods. Upon an event of defaff ult, the Company may declare any then- outstanding amounts due and payabla e and exercise other customaryrr remedies availabla e to a secured lender. r Based on the Company’s assessment of the credit quality of the loan receivabla e, the Company believes it will credit losses on the loan receivabla e l amounts due under the loan. Accordingly, no provision forff collect all contractuat was establa ished as of December 31, 2022. Interest income is recorded on an accruar the accompanying consolidated statements of operations. during the year ended December 31, 2022, and OpCo elected payment-in-kind forff increasing the principal amount by $15 million. l basis at the stated interest rate and is recorded in interest income in Interest income recognized on the loan was $21 million a portion of this interest, thereby During November 2022, PropCo paid a principal amount of $50 million towards the Seller Financing Loan Agreement. Note 5 — Restricted Cash and Cash Equivalents The Company’s restricted cash and cash equivalents includes amounts held in a separate cash deposit account as collateral forff a bank guarantee, as furff ther described below. a On December 7, 2022, as required by the Concession, VML provided a bank guarantee in faff vor of the Macao oximately $125 million at exchange rates as defiff ned in the bank guarantee government of 1.0 billion patacas (appr contract) to secure the fulff l obligations under the Concession Contract. As stipulated in the bank guarantee contract, a minimum amount of 1.0 billion patacas, or $125 million, is required to be held within a cash deposit account as collateral in order to secure the bank guarantee. Any amount in excess of the minimum amount can be withdrawn frff om the cash deposits. The bank guarantee will remain in effff eff ct until 180 days aftff er the end of the term of the Concession or the rescission of the Concession and was classififf ed as noncurrent restricted cash in the accompanying consolidated balance sheets. fiff llment of VML's perforff mance of the statutt oryrr and contractuat 95 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 6 — Accounts Receivable, Net Accounts receivabla e consists of the folff lowing: December 31, 2022 2021 Casino........................................................................................................................ $ Rooms........................................................................................................................ Mall ........................................................................................................................... Other.......................................................................................................................... Less — provision forff credit losses ............................................................................ $ $ (In millions) 341 34 64 45 484 (217) 267 $ 313 13 91 17 434 (232) 202 The folff lowing tabla e shows the movement in the provision forff credit losses recognized forff accounts receivabla e that occurred during the period: 2022 2021 Balance at Januaryrr 1.................................................................................................. $ Current period provision forff credit losses ................................................................. Write-offff sff .................................................................................................................. Recoveries of receivabla es previously written-offff ...................................................... Exchange rate impact ................................................................................................ Balance at December 31............................................................................................ $ Note 7 — Property and Equipment, Net Property and equipment consists of the folff lowing: Land and improvements ............................................................................................ $ Building and improvements ...................................................................................... Furniturt e, fiff xturt es, equipment and leasehold improvements .................................... Transportation ........................................................................................................... tion in progress............................................................................................ Construcr Less — accumulated depreciation and amortization................................................. $ $ (In millions) 232 15 (31) — 1 217 $ 255 3 (26) 4 (4) 232 December 31, 2022 2021 $ (In millions) 450 15,494 4,155 482 1,123 21,704 (10,253) 11,451 $ 449 14,840 3,992 494 1,513 21,288 (9,438) 11,850 With the expiryrr of VML’s subconcession on December 31, 2022, as described in "Note 1 — Organization and Business of Company," all of the casinos, gaming areas and respective supporting areas located in Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of appr oximately 4.7% of the total property area of these entities) and gaming equipment (collectively refeff rred to as the "Gaming Assets"), reverted to, and are now owned by the Macao government. Effff eff ctive as of Januaryrr 1, 2023, the Gaming Assets were temporarily transfeff rred to VML forff the right to operate the Gaming Assets pursuant to the Handover Record. oximately 136,000 square meters (representing appr the duration of the Concession, in returt n forff annual payments forff a a 96 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The Gaming Assets that reverted to the Macao government on December 31, 2022, and included in the above a tabla e, consisted of the folff lowing: Building and improvements.................................................................................................................. $ Furniturt e, fiff xturt es, equipment and leasehold improvements................................................................ Less — accumulated depreciation and amortization ............................................................................ $ December 31, 2022 (In millions) 1,264 419 1,683 (930) 753 As the Company will continue to operate the Gaming Assets in the same manner as under the previous subconcession, obtain substantially all of the economic benefiff ts and bear all of the risks arising frff om the use of these assets, as well as assuming it will be successfulff in the awarding of a new concession upon expiryrr of the Concession, the Company will continue to recognize these Gaming Assets as property and equipment over their remaining estimated usefulff lives. During the year ended December 31, 2022, the Company recognized a loss on disposal or impairment of assets of $9 million, primarily relating to $4 million in asset disposals related to aircraftff parts and $3 million in asset disposals and demolition costs, primarily at The Londoner Macao, The Venetian Macao, Sands Macao, and our Corpor the years ended December 31, 2021 and December r 31, 2020, respectively, were primarily related to asset disposals and demolition costs related to The Londoner Macao. ate offff iff ces. The $27 million and $73 million of losses forff Depreciation expense was $1.01 billion, $1.02 billion and $980 million forff the years ended December 31, 2022, 2021 and 2020, respectively. Note 8 — Leasehold Interests in Land, Net Leasehold interests in land consist of the folff lowing: Marina Bay Sands ..................................................................................................... $ The Londoner Macao ................................................................................................ The Venetian Macao ................................................................................................. The Plaza Macao and Four Seasons Macao .............................................................. The Parisian Macao ................................................................................................... Sands Macao ............................................................................................................. Less — accumulated amortization ............................................................................ $ December 31, 2022 2021 (In millions) 1,993 293 241 106 89 36 2,758 (630) 2,128 $ $ 1,980 293 241 106 89 36 2,745 (579) 2,166 The Company amortizes the leasehold interests in land on a straight-line basis over the expected term of the ther below. Amortization expense of lease, which includes automatic extensions in Macao as discussed furff $55 million, $56 million and $55 million was included in amortization of leasehold interests in land expense forff the years ended December 31, 2022, 2021 and 2020, respectively. The estimated futff urt e amortization expense over the expected term of the lease is appr each of the fiff ve years in the period ending December 31, 2027 and $2.02 billion thereaftff er at exchange rates in effff eff ct on December 31, 2022. oximately $56 million forff a Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years lifeff of 50 years related to the land thereaftff er in accordance with Macao law. The Company anticipates a usefulff concessions in Macao. The Company has received land concessions frff om the Macao government to build on the sites on which Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner 97 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Macao and The Parisian Macao are located. The Company does not own these land sites in Macao; however, the land concessions grant the Company exclusive use of the land. As specififf ed in the land concessions, the Company is required to pay premiums forff each parcel, as well as make annual rent payments in the amounts and at the times specififf ed in the land concessions. The rent amounts may be revised everyrr fiff ve years by the Macao government. a Land concessions in Singapor e have an initial term of 60 years. The Company has received land concessions frff om the STB to build on the sites on which Marina Bay Sands and the futff urt e MBS Expansion Project are located. The Company does not own these land sites in Singapor e; however, the land concessions grant the Company exclusive use of the land. As specififf ed in the land concessions, the Company was required to prepay the premiums forff each parcel. a Note 9 — Intangible Assets, Net Intangible assets consist of the foff llowing: Marina Bay Sands gaming license ............................................................................ $ Trademarks and other................................................................................................ Less — accumulated amortization ............................................................................ Total intangible assets, net ........................................................................................ $ December 31, 2022 2021 (In millions) 54 22 76 (12) 64 $ $ 53 13 66 (47) 19 In April 2022, the Company paid SGD 72 million (appr oximately $53 million at exchange rates in effff eff ct at the time of the transaction) to the Singapor e Gambling Regulatoryrr Authority (the "GRARR ") as part of the process to renew its gaming license at Marina Bay Sands. This license is being amortized over its three-year term, which icabla e license feff e and expires in April 2025, and is renewabla e upon submitting an appl meeting the requirements as determined by the GRARR . ication, paying the appl a a a a Amortization expense was $17 million, $18 million and $17 million forff a 2021 and 2020, respectively. The estimated futff urt e amortization expense is appr ending December 31, 2023 and 2024, and $6 million forff the year ending December 31, 2025. the years ended December 31, 2022, the years oximately $18 million forff Note 10 — Other Accrued Liabilities Other accruer d liabia lities consist of the folff lowing: December 31, 2022 2021 $ (In millions) 471 316 189 134 81 267 1,458 $ 470 253 157 143 74 237 1,334 Customer deposits ..................................................................................................... $ Payroll and related..................................................................................................... Accruer d interest payabla e ........................................................................................... Taxes and licenses ..................................................................................................... Outstanding chip liabia lity .......................................................................................... ls............................................................................................................ Other accruarr $ 98 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 11 — Derivative Instruments During the year ended December 31, 2021, the Company entered into two forff eign currency swapa agreements. The objective of both agreements is to manage the risk of changes in cash flff ows resulting frff om forff eign currency gains/losses realized upon remeasurement of U.S. dollar denominated SCL senior notes by swappi ng a specififf ed l spot rate. The terms in one of the contracts did not amount of Hong Kong dollars forff U.S. dollars at the contractuat effff eff ctively match the terms of the related SCL senior notes; thus, it was not designated as hedging (the “Non- ). The remaining contract was designated as a hedge of the cash flff ows related to a portion of the Hedging Swap”a SCL senior notes (the “Hedging Swap,”a ”). The Non- Hedging Swapa and the Hedging Swapa have a total notional value of $500 million and $1.0 billion, respectively, and expire in August 2023 and August 2025, respectively. and together with the Non-Hedging Swap,a the “FX Swapsa a The faff ir value of the FX Swapsa is recorded as an asset in prepaid expenses and other and a liabia lity in other long-term liabia lities. The faff ir value of the FX Swapsa was estimated using Level 2 inputs frff om recently reported the changes in faff ir value of the market transactions of forff eign currency exchange rates. For the Hedging Swap,a derivative were recognized as other comprehensive income in the accompanying consolidated balance sheets. Additionally, the forff eign currency gains/losses incurred frff om the remeasurement of the portion of the SCL senior notes being hedged were also recognized in other comprehensive income. For the Non-Hedging Swapa the changes in faff ir value of the derivative were recorded in other income in the accompanying consolidated statements of operations. In August 2018, the Company entered into interest rate swapa agreements (the "IR Swapsa "), which qualififf ed and were designated as faff ir value hedges, swappi variabla e-rate interest to hedge changes in the faff ir had a total notional value of $5.50 billion and value of the 2023, 2025 and 2028 SCL Senior Notes. These IR Swapsa expired in August 2020. During the year ended December 31, 2020, the Company recorded $53 million as a reduction to interest expense related to the realized amount associated with the IR Swapsa ng fiff xed-rate forff a . 99 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 12 — Long-Term Debt Long-term debt consists of the folff lowing: Corporate and U.S. Related(1): 3.200% Senior Notes due 2024 (net of unamortized original issue discount and defeff rred fiff nancing costs of $5 and $8, respectively) ............................................... $ 2.900% Senior Notes due 2025 (net of unamortized original issue discount and defeff rred fiff nancing costs of $2 and $3, respectively) ............................................... 3.500% Senior Notes due 2026 (net of unamortized original issue discount and defeff rred fiff nancing costs of $7 and $8, respectively) ............................................... 3.900% Senior Notes due 2029 (net of unamortized original issue discount and defeff rred fiff nancing costs of $6 and $7, respectively) ............................................... Macao Related(1): 5.125% Senior Notes due 2025 (net of unamortized original issue discount and defeff rred fiff nancing costs of $7 and $9, respectively) ............................................... 3.800% Senior Notes due 2026 (net of unamortized original issue discount and defeff rred fiff nancing costs of $5 and $6, respectively) ............................................... 2.300% Senior Notes due 2027 (net of unamortized original issue discount and defeff rred fiff nancing cost of $6 and $7, respectively)................................................. 5.400% Senior Notes due 2028 (net of unamortized original issue discount and defeff rred fiff nancing costs of $13 and $15, respectively) ........................................... 2.850% Senior Notes due 2029 (net of unamortized original issue discount and defeff rred fiff nancing cost of $6 and $7, respectively)................................................. 4.375% Senior Notes due 2030 (net of unamortized original issue discount and defeff rred fiff nancing costs of $8 and $9, respectively) ............................................... 3.250% Senior Notes due 2031 (net of unamortized original issue discount and defeff rred fiff nancing cost of $5 and $6, respectively)................................................. 2018 SCL Credit Facility — Revolving.................................................................... Other(2)....................................................................................................................... Singapore Related(1): 2012 Singapor a costs of $33 and $43, respectively) ........................................................................ e Credit Facility — Term (net of unamortized defeff rred fiff nancing a e Delayed Draw Term Facility (net of unamortized defeff rred 2012 Singapor fiff nancing costs of nil and $1, respectively) ............................................................. Other(2)....................................................................................................................... Less — current maturt Total long-term debt.................................................................................................. $ ities ......................................................................................... ____________________ December 31, 2022 2021 (In millions) 1,745 $ 1,742 498 993 744 497 992 743 1,793 1,791 795 694 794 693 1,887 1,885 644 692 595 1,958 22 643 691 594 753 27 2,870 2,902 46 2 15,978 (2,031) 45 3 14,795 (74) 13,947 $ 14,721 (1) Unamortized defeff rred fiff nancing costs of $60 million and $81 million as of December 31, 2022 and 2021, respectively, related to the Company's revolving credit faff cilities and the undrawn portion of the Singapor e Delayed Draw Term Facility are included in other assets, net, and prepaid and other in the accompanying consolidated balance sheets. a (2) Includes fiff nance leases related to Macao of $21 million and $24 million as of December 31, 2022 and 2021, respectively, and related to Singapor a e of $1 million as of December 31, 2021. 100 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Corporate and U.S. Related Debt LVSVV C SeSS nior NotNN ett s On July 31, 2019, LVSC issued, in a public offff eff ring, three series of senior unsecured notes in an aggregate principal amount of $3.50 billion, consisting of $1.75 billion of 3.200% Senior Notes due August 8, 2024 (the “2024 LVSC Senior Notes”), $1.0 billion of 3.500% Senior Notes due August 18, 2026 (the “2026 LVSC Senior Notes”) and $750 million of 3.900% Senior Notes due August 8, 2029 (the “2029 LVSC Senior Notes”). A portion of the net proceeds frff om the offff eff ring was used to repay in fulff l the outstanding borrowings under the 2013 U.S. Credit Facility. On November 25, 2019, LVSC issued, in a public offff eff ring, a senior unsecured note in an aggregate principal amount of $500 million of 2.900% Senior Notes due June 25, 2025 (the “2025 LVSC Senior Notes” and, together with the 2024 LVSC Senior Notes, 2026 LVSC Senior Notes and the 2029 LVSC Senior Notes, the “LVSC Senior es, including Notes”). A portion of the net proceeds frff om the offff eff ring was used forff repurchases of shares of the Company's common stock. general corpor ate purpos rr rr There are no interim principal payments on the LVSC Senior Notes and interest is payabla e semi-annually in ryrr 8 and August 8 with respect to the 2024 LVSC Notes and 2029 LVSC Notes, on each ryrr 18 and August 18 with respect to the 2026 Notes, and on each June 25 and December 25 with respect to arrears on each Februarr Februar the 2025 Notes. The LVSC Senior Notes are senior unsecured obligations of LVSC. Each series of LVSC Senior Notes rank equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any. None of LVSC’s subsidiaries guarantee the LVSC Senior Notes. tee. The Indenturt e contains covenants, subject to customaryrr The LVSC Senior Notes were issued pursuant to an indenturt e, dated July 31, 2019, as amended with respect to each of the series of the LVSC Senior Notes (the “Indenturt e”), between LVSC and U.S. Bank National Association, exceptions and qualififf cations, that limit the as trusr abia lity of LVSC and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis. The Indenturt e also provides forff customaryrr events of defaff ult. LVSVV C Revolvll inii g FacFF ilii ill tii ytt On August 9, 2019, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent forff the lenders (the “LVSC Revolving Credit Agreement”), pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “LVSC Revolving Facility”), which are availabla e until August 9, letters of credit. LVSC may utilize the proceeds of the loans forff 2024, and include a $150 million sub-faff cility forff general corpor e not prohibited by the LVSC Revolving Credit Agreement. As of December 31, 2022, the Company had $1.50 billion of availabla e borrowing capaa es and working capia tal requirements of LVSC and its subsidiaries and any other purpos city under the LVSC Revolving Facility, net of outstanding letters of credit. ate purpos r rr r icabla e margin ranging frff om 1.125% to 1.550% per annum, or at an alternative base rate, plus an appl The revolving loans bear interest at the Company’s option, at either, an adjusted Eurodollar rate, plus an icabla e appl a ate faff mily credit rating. margin ranging frff om 0.125% to 0.550% per annum, in each case, based on LVSC’s corpor revolving loans with refeff rence to an adjusted Eurodollar rate is As of December 31, 2022, the appl 1.4% per annum and the appl revolving loans with refeff rence to an alternative base rate is 0.4% per annum. LVSC is also required to pay a quarterly commitment feff e on the undrawn portion of the LVSC Revolving Facility, which commitment feff e ranges frff om 0.125% to 0.250% per annum, based on the LVSC’s corpor ate faff mily credit rating. As of December 31, 2022, the commitment feff e is 0.200% per annum. icabla e margin forff icabla e margin forff a a a r rr The LVSC Revolving Credit Agreement contains customaryrr affff iff rmative and negative covenants forff faff cilities of this type, subject to customaryrr exceptions and thresholds that limit the abia lity of (a) LVSC and its restricted subsidiaries to, among other things, (i) incur liens, (ii) enter into sale and leaseback transactions and (iii) sell, lease, sub-lease or otherwise dispose of any core faff cility (as defiff ned in the LVSC Revolving Credit Agreement), (b) certain restricted subsidiaries of LVSC to incur indebtedness and (c) LVSC to merge, consolidate, liquidate or sell all or substantially all of its assets. The LVSC Revolving Credit Agreement also requires LVSC to maintain a maximum 101 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) consolidated leverage ratio of 4.0x as of the last day of each fiff scal quarter. The LVSC Revolving Credit Agreement also contains customaryrr events of defaff ult, including payment defaff ults, cross defaff ults to material debt, bankrupt cy and insolvency, breaches of covenants and inaccuracy of representations and warranties, subject to customaryrr grace periods. r On September 23, 2020, LVSC entered into an amendment agreement with lenders to the LVSC Revolving Credit Agreement. Pursuant to the amendment, the LVSC Revolving Credit Agreement was amended to (a) remove the requirement to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiff scal quarter of LVSC during the period commencing on October 31, 2020, through and including December 31, 2021 (the “Relevant Period”); (b) include a requirement forff LVSC to maintain a minimum liquidity of $350 million as of the last day of each month during the Relevant Period; and (c) include a limitation on LVSC’s abia lity to declare or pay any dividend or other distribution during the period commencing on the closing date of the amendment, through and including December 31, 2021, unless liquidity is greater than $1.0 billion on a pro forff ma basis aftff er giving effff eff ct to feff e to the lenders that such dividend or distribution. Pursuant to the amendment, LVSC agreed to pay a customaryrr consented. On September 3, 2021, LVSC entered into amendment No. 2 (the "Second Amendment") with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Second Amendment, the existing LVSC Revolving Credit Agreement was amended to (a) extend the period during which LVSC is not required to maintain a maximum consolidated leverage ratio of 4.0x as of the last day of any fiff scal quarter to December 31, 2022; (b) extend the period during which LVSC is required to maintain a specififf ed amount of minimum liquidity as of the last day of each month to December 31, 2022; (c) increase the minimum liquidity amount that LVSC is required to maintain until December 31, 2022 to $700 million; and (d) extend the period during which LVSC is unabla e to declare or pay any dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forff ma basis aftff er giving effff eff ct to such dividend or distribution, to December 31, 2022. In addition, pursuant to the Second Amendment and subject to the satisfaff ction of certain conditions specififf ed therein, the requisite lenders under the existing LVSC Revolving icabla e restrictions prohibiting, the consummation of the a Credit Agreement consented to, and waived any appl announced sale of the Las Vegas Operations. Pursuant to the Second Amendment, LVSC paid a customaryrr feff e to the lenders that consented. On December 7, 2021, LVSC entered into amendment No. 3 (the “Third Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Third Amendment, the existing LVSC Revolving Credit Agreement was amended to update the terms therein that provide forff a transition away frff om LIBOR as a benchmark interest rate and the replacement of LIBOR by a replacement benchmark interest rate or mechanism. thhe fiiff scall quarter e dindi gng June 30, 2023, cons loliiddatedd adjdjustedd EBITDA forff On Januaryrr 30, 2023, LVSC entered into Amendment No. 4 (the “Fourth Amendment”) with lenders to the LVSC Revolving Credit Agreement. Pursuant to the Fourth Amendment, the existing LVSC Revolving Credit Agreement was amended to ((a)) ddetermiine cons loliiddatedd adjdjustedd EBITDA on a yyear-to-ddate annualliizedd bbasiis ddurii gng thhe thhe perii dod commencii gng on thhe effff eff ctiive ddate a dnd e dindi gng on a dnd iincll diudi gng Decembber 31, 2023, as f lolff fiiff scall quarter e dindi gng Marchh 31, 2023, cons loliiddatedd adjdjustedd EBITDA forff , ((iiii)) suchh fiiff scall quarter a dnd thhe forff iimmedidiatellyy precedidi gng fiiff scall quarter m lultii lpliiedd byby two, a dnd ((iiiiii)) forff thhe fiiff scall quarter e dindi gng Septembber 30, 2023, suchh fiiff scall quarter a dnd thhe two iimmedidiatellyy precedidi gng fiiff scall quarters, m lultii lpliiedd cons loliiddatedd adjdjustedd EBITDA forff byby four iquiredd to maiintaiin a speciifiiff edd amount of mii inimum ff iquididityy as of thhe llast ddayy of eachh monthh to Decembber 31, 2023; a dnd ((c)) exte dnd thhe perii dod ddurii gng whihichh LVSC iis llii unablbla e to ddecllare or payy a yny didi ividde dnd or othher didistriibbutiion, iquididityy iis ggreater thhan $$1.0 bibilllliion on a pro forff ma bbasiis aftff er gigi ivi gng effff eff ct to suchh didi ividde dnd or didistriibbutiion, to Decembber 31, 2023. llows: ((ii)) forff suchh fiiff scall quarter m lultii lpliiedd byby four -thihirdds; ((b)b) exte dnd thhe perii dod ddurii gng whihichh LVSC iis re lunless llii ff Macao Related Debt SCLCC SeSS nior NotNN ett s On August 9, 2018, SCL issued, in a private offff eff ring, three series of senior unsecured notes in an aggregate principal amount of $5.50 billion, consisting of $1.80 billion of 4.600% Senior Notes due August 8, 2023 (the "2023 SCL Senior Notes"), $1.80 billion of 5.125% Senior Notes due August 8, 2025 (the "2025 SCL Senior Notes") and $1.90 billion of 5.400% Senior Notes due August 8, 2028 (the "2028 SCL Senior Notes"). A portion of the net l the outstanding borrowings under the 2016 VML Credit proceeds frff om the offff eff ring was used to repay in fulff 102 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Facility. There are no interim principal payments on the 2023, 2025 or 2028 SCL Senior Notes and interest is payabla e semi-annually in arrears on each Februar ryrr 8 and August 8, commencing on Februar ryrr 8, 2019. On June 4, 2020, SCL issued, in a private offff eff ring, two series of senior unsecured notes in an aggregate principal amount of $1.50 billion, consisting of $800 million of 3.800% Senior Notes due Januaryrr 8, 2026 (the “2026 SCL Senior Notes”) and $700 million of 4.375% Senior Notes due June 18, 2030 (the "2030 SCL Senior Notes"). The net proceeds frff om the offff eff ring were used forff es. There are no interim principal payments on the 2026 or 2030 SCL Senior Notes and interest is payabla e semi- annually in arrears on Januaryrr 8 and July 8, commencing on Januaryrr 8, 2021, with respect to the 2026 SCL Senior Notes, and on June 18 and December 18, commencing on December 18, 2020, with respect to the 2030 SCL Senior Notes. incremental liquidity and general corpor ate purpos rr r On September 23, 2021, SCL issued in a private offff eff ring three series of senior unsecured notes in an aggregate principal amount of $1.95 billion, consisting of $700 million of 2.300% Senior Notes due March 8, 2027 (the “2027 SCL Senior Notes”), $650 million of 2.850% Senior Notes due March 8, 2029 (the “2029 SCL Senior Notes”) and $600 million of 3.250% Senior Notes due August 8, 2031 (the “2031 SCL Senior Notes” and, together with the 2023 SCL Senior Notes, 2025 SCL Senior Notes, 2026 SCL Senior Notes, 2027 SCL Senior Notes, 2028 SCL Senior Notes, 2029 SCL Senior Notes, 2030 SCL Senior Notes, the “SCL Senior Notes”). SCL used the net proceeds frff om l the outstanding principal amount of its $1.80 billion 4.600% Senior the offff eff ring and cash on hand to redeem in fulff Notes due 2023, any accruer d interest and the associated make-whole premium as determined under the related senior notes indenturt e dated as of August 9, 2018. The SCL Senior Notes are senior unsecured obligations of SCL. Each series of notes rank equally in right of payment with all of SCL’s existing and futff urt e senior unsecured debt and will rank senior in right of payment to all of SCL’s futff urt e subordinated debt, if any. The notes will be effff eff ctively subordinated in right of payment to all of SCL’s futff urt e secured debt (to the extent of the value of the collateral securing such debt) and will be strucr turt ally subordinated to all of the liabia lities of SCL’s subsidiaries. None of SCL’s subsidiaries guarantee the notes. The 2023, 2025 and 2028 SCL Senior Notes were issued pursuant to an indenturt e, dated August 9, 2018 (the "2018 SCL Indenturt e"), the 2026 and 2030 SCL Senior Notes were issued pursuant to an indenturt e, dated June 4, 2020 (the “2020 SCL Indenturt e”) and the 2027, 2029 and 2031 SCL Senior Notes were issued pursuant to an indenturt e, dated September 23, 2021 (the “2021 SCL Indenturt e”), between SCL and U.S. Bank National tee. Upon the occurrence of certain events described in these indenturt es, the interest rate on the Association, as trusr SCL senior notes may be adjusted. The indenturt es contain covenants, subject to customaryrr exceptions and qualififf cations, that limit the abia lity of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis. The indenturt es also provide forff customaryrr events of defaff ult. The cost associated with the early termination of the 4.600% Senior Notes due 2023, including the make- whole premium of $131 million and $6 million in unamortized original issue discount and defeff rred fiff nancing costs, was recorded as a loss on early retirement of debt in the consolidated statement of operations during the year ended December 31, 2021. On Februarr ryrr 16 and June 16, 2022, Standard & Poor’s (“S&P”) and Fitch, respectively, downgraded the credit rating forff the Company and SCL to BB+. As a result of the downgrades, the coupon on each series of the outstanding SCL Senior Notes increased by 0.50% per annum, with a 0.25% per annum increase becoming effff eff ctive ryrr 16, 2022 as it relates to S&P and an additional 0.25% increase per on the fiff rst interest payment date aftff er Februarr annum aftff er June 16, 2022 as it relates to Fitch. This resulted in an increase of $16 million in interest expense forff each year thereaftff er through 2024, at which time this will the year ended December 31, 2022 and $36 million forff decrease as the SCL Senior Notes are repaid based on each of their set maturt ity dates. The weighted average interest the years ended December 31, 2022, 2021 and 2020, rate forff respectively. the SCL Senior Notes was 4.6%, 4.7% and 4.8% forff 103 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 2018 SCLCC CrCC editii FacFF ilii ill tii ytt On November 20, 2018, SCL entered into a faff cility agreement with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent forff the lenders (the "2018 SCL Credit Facility"), pursuant to which the lenders made availabla e a $2.0 billion revolving unsecured credit faff cility to SCL (the "2018 SCL Revolving Facility"). The faff cility is availabla e until July 31, 2023, and SCL may draw loans under the faff cility, which may consist of general revolving loans (consisting of a United States dollar component and a Hong Kong dollar component) or loans drawn under a swing-line loan sub-faff cility (denominated in either United States dollars or Hong Kong dollars). SCL may utilize the loans forff es and working capia tal requirements of SCL and its subsidiaries. general corpor ate purpos r rr Loans under the 2018 SCL Revolving Facility bear interest calculated by refeff rence to (1) in the case of general revolving loans denominated in United States dollars, Secured Overnight Financing Rate ("SOFR"), (2) in the case of loans denominated in United States dollars drawn under the swing-line loan sub-faff cility, a United States dollar alternate base rate (determined by refeff rence to, among other things, the United States dollar prime lending rate and the Federal Funds Effff eff ctive Rate), (3) in the case of general revolving loans denominated in Hong Kong dollars, the Hong Kong Interbar nk Offff eff red Rate ("HIBOR") or (4) in the case of loans denominated in Hong Kong dollars drawn under the swing-line loan sub-faff cility, a Hong Kong dollar alternate base rate (determined by refeff rence to, among other things, the Hong Kong dollar prime lending rate), in each case, plus a margin that is determined by refeff rence to the consolidated leverage ratio as defiff ned in the 2018 SCL Credit Facility. The initial margin forff general revolving loans is 2.0% per annum and the initial margin forff loans drawn under the swing-line loan sub-faff cility is 1.0% per annum. SCL is also required to pay a commitment feff e of 0.60% per annum on the undrawn amounts under the 2018 SCL Revolving Facility. The 2018 SCL Credit Facility contains affff iff rmative and negative covenants customaryrr similar unsecured fiff nancings, including, but not limited to, limitations on indebtedness secured by liens on principal properties and sale and leaseback transactions. The 2018 SCL Credit Facility also requires SCL to maintain a maximum ratio of total indebtedness to adjusted EBITDA of 4.0x throughout the lifeff of the faff cility and a minimum ratio of adjusted EBITDA to net interest expense (including capia talized interest) of 2.5x throughout the lifeff of the faff cility. forff On March 27, 2020, SCL entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements forff SCL to comply with the requirements that SCL ensure the maximum consolidated leverage ratio does not exceed 4.0x and minimum consolidated interest coverage ratio of 2.5x forff any quarterly period ending during the period beginning on, and including, Januaryrr 1, 2020 and ending on, and including, July 1, 2021 (the “SCL Relevant Period”) (other than with respect to the fiff nancial year ended on December 31, 2019); (b) waived any defaff ult that may arise as a result of any breach of said requirements during the SCL Relevant Period (other than with respect to the fiff nancial year ended on December 31, 2019); and (c) extended the period of time during which SCL may supply the fiff nancial year ended on December 31, 2019, to the agent with (i) its audited consolidated fiff nancial statements forff the fiff nancial year ending on December 31, April 30, 2020; and (ii) its audited consolidated fiff nancial statements forff feff e to the lenders that 2020, to April 30, 2021. Pursuant to the Waiver Letter, SCL agreed to pay a customaryrr consented. On September 11, 2020, SCL entered into a waiver extension and amendment request letter (the “Waiver Extension Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend the SCL Relevant Period such that it ends on, and includes, Januaryrr 1, 2022 instead of July 1, 2021; and (b) amend and restate the 2018 SCL Credit Facility in the forff m attached to the Waiver Extension Letter, which contains the folff lowing amendments: (1) it provides SCL with the option to increase the total borrowing capaa city by an aggregate amount of up to $1.0 billion; and (2) it imposes a restriction on the abia lity of SCL to declare or make any dividend payment or similar distribution at any time during the period frff om (and including) July 1, 2020 to (and including) Januaryrr 1, 2022, if at such time (x) the total borrowing capaa city exceeds $2.0 billion by operation of the increase refeff rred to above ; and (y) the maximum consolidated leverage ratio is greater than 4.0x, unless, aftff er giving effff eff ct to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date; and (ii) the aggregate amount of the undrawn faff cility under the 2018 SCL Credit Facility and unused commitments under other credit faff cilities of SCL is greater than $2.0 billion. Pursuant to the Waiver Extension Letter, SCL agreed to pay a customaryrr feff e to the lenders that consented. a 104 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) On July 7, 2021, SCL entered into a waiver extension and amendment request letter (the "Third Waiver Extension Letter") with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders agreed to (a) extend by one year to (and including) Januaryrr 1, 2023, the waiver period forff SCL to comply with the requirements that SCL ensure the consolidated leverage ratio does not exceed 4.0x and the consolidated interest coverage ratio is not less than 2.5x as at the last day of the fiff nancial quarter; (b) extend the the period of time during which SCL may supply the agent with its audited consolidated fiff nancial statements forff fiff nancial year ending on December 31, 2021 to April 30, 2022; and (c) extend by one year to (and including) Januaryrr 1, 2023, the period during which SCL's abia lity to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defiff ned in the 2018 SCL Credit Facility) exceed $2.0 billion by SCL's exercise of the option to increase the Total Commitments by an aggregate amount of up to $1.0 billion; and (y) the consolidated leverage ratio is greater than 4.0x, unless, aftff er giving effff eff ct to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date; and (ii) the aggregate amount of the undrawn faff cility under the 2018 SCL Credit Facility and unused commitments under other credit faff cilities of SCL is greater than $2.0 billion. Pursuant to the Third Waiver Extension Letter, SCL paid a customaryrr feff e to the lenders that consented. the requirement forff On November 30, 2022, SCL entered into a waiver extension and amendment request letter (the "Fourth Waiver Extension Letter") with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which the requirement forff SCL to comply lenders have (a) extended to (and including) July 31, 2023, the waiver period forff with the requirements that SCL ensure (a) the consolidated leverage ratio does not exceed 4.0x and the consolidated interest coverage ratio is not less than 2.5x as at the last day of the fiff nancial quarter; (b) extend to (and including) July 31, 2023, the period during which SCL's abia lity to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defiff ned in the 2018 SCL Credit Facility) exceed $2.0 billion by SCL's exercise of the option to increase the Total Commitments by an aggregate amount of up to $1.0 billion; and (y) the consolidated leverage ratio is greater than 4.0x, unless, aftff er giving effff eff ct to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of SCL on such date; and (ii) the aggregate amount of the undrawn faff cility under the 2018 SCL Credit Facility and unused commitments under other credit faff cilities of ated provisions to address the transition of LIBOR to a term SOFR SCL is greater than $2.0 billion; and (c) incorpor r refeff rence rate. Pursuant to the Fourth Waiver Extension Letter, SCL paid a customaryrr feff e to the lenders that consented. The 2018 SCL Credit Facility also contains certain events of defaff ult (some of which are subject to grace and remedy periods and materiality qualififf ers), including, but not limited to, events relating to SCL's gaming operations and the loss or termination of certain land concession contracts. On Januaryrr 25, 2021, SCL entered into an agreement with lenders to increase commitments under the 2018 oximately $491 million at exchange rates in effff eff ct on December 31, a SCL Credit Facility by HKD 3.83 billion (appr 2021). During the years ended December 31, 2022 and 2021, SCL drew down $114 million and $71 million, oximately $1.09 billion and respectively, and HKD 8.50 billion and HKD 5.31 billion, respectively, (appr ate purposes. $681 million at exchange rates in effff eff ct on December 31, 2022) under the faff cility forff The weighted average interest rate forff the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, SCL had $541 million of availabla e city under the 2018 SCL Revolving Facility comprised of HKD commitments of HKD 3.82 billion borrowing capaa (appr oximately $490 million at exchange rates in effff eff ct on December 31, 2022) and U.S. dollar commitments of a $51 million. the 2018 SCL Credit Facility was 4.3% and 2.6% forff general corpor a r Singapore Related Debt 2012 SiSS nii gapore CrCC editii FacFF ilii ill tii ytt In June 2012, MBS entered into a SGD 5.10 billion (appr December 31, 2022) credit agreement (the "2012 Singapor a billion (appr Singapor e Term Facility") and a SGD 500 million (appr a December 31, 2022) revolving faff cility (the "2012 Singapor oximately $3.80 billion at exchange rates in effff eff ct on d SGD 4.60 oximately $3.42 billion at exchange rates in effff eff ct on December 31, 2022) term loan (the "2012 oximately $372 million at exchange rates in effff eff ct on e Revolving Facility") that was availabla e until a e Credit Facility"), providing forff ff ly funde a fulff a a a 105 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) November 25, 2017, which included a SGD 100 million (appr December 31, 2022) ancillaryrr faff cility (the "2012 Singapor a Singapor a a oximately $74 million at exchange rates in effff eff ct on e Ancillaryrr Facility"). Borrowings under the 2012 e Credit Facility were used to repay the outstanding balance under the previous Singapor a e credit faff cility. During August 2014, MBS amended its 2012 Singapor a e Term Facility extended the maturt e Credit Facility, pursuant to which consenting lenders ity to August 28, 2020, and consenting of borrowings under the 2012 Singapor lenders of borrowings under the 2012 Singapor a a e Revolving Facility extended the maturt ity to Februar ryrr 28, 2020. During March 2018, MBS amended its 2012 Singapor aggregate amount of SGD 4.80 billion (appr 2022), pursuant to which consenting lenders of borrowings under the 2012 Singapor maturt extended the maturt ity to March 29, 2024, and consenting lenders of borrowings under the 2012 Singapor e Credit Facility, which refiff nanced the faff cility in an oximately $3.57 billion at exchange rates in effff eff ct on December 31, e Term Facility extended the e Revolving Facility ity to September 29, 2023. a a a a a a On August 30, 2019, MBS amended and restated its 2012 Singapor e Credit Facility (the “Third Amendment ity date e Term Facility to August 31, 2026, and (b) the termination date of the ryrr 27, 2026, and also increased oximately $186 a total aggregate principal amount of SGD 750 million oximately $558 million at exchange rates in effff eff ct on December 31, 2022). As of December 31, 2022, MBS oximately $439 million at exchange rates in effff eff ct on December 31, 2022) of availabla e e Revolving Facility, net of outstanding letters of credit, primarily SGD 153 million and Restatement Agreement”). The Third Amendment and Restatement Agreement extended (a) the maturt of the term loans under the 2012 Singapor revolving credit commitments under the 2012 Singapor a the principal amount of revolving credit commitments by an additional SGD 250 million (appr million at exchange rates in effff eff ct on December 31, 2022) forff (appr a had SGD 590 million (appr borrowing capaa consisting of a banker’s guarantee in connection with the MBS Expansion Project forff a (appr oximately $114 million at exchange rates in effff eff ct on December 31, 2022). city under the 2012 Singapor e Revolving Facility to Februarr a a a a a Under the Third Amendment and Restatement Agreement, certain lenders committed to provide a new delayed e Delayed Draw Term Facility”) in an aggregate principal amount of SGD draw term loan faff cility (the “Singapor 3.75 billion (appr oximately $2.79 billion at exchange rates in effff eff ct on December 31, 2022), which will be availabla e to MBS until December 30, 2024, to fiff nance costs associated with the MBS Expansion Project. The loans borrowed e Delayed Draw Term Facility will maturt e on August 31, 2026. During the year ended December under the Singapor 31, 2020, MBS borrowed SGD 62 million (appr oximately $46 million at exchange rates in effff eff ct at the time of the e Delayed Draw Term Facility. As of December 31, 2022, SGD 3.69 billion transaction) under the Singapor oximately $2.74 billion at exchange rates in effff eff ct on December 31, 2022) remains availabla e to be drawn under (appr a the Singapor the MBS Expansion Project are delivered to lenders. e Delayed Draw Term Facility once the construcr tion cost estimate and construcr tion schedule forff a a a a The indebtedness under the 2012 Singapor e Credit Facility is collateralized by a fiff rst-priority security interest in substantially all of MBS's assets, other than capia tal stock and similar ownership interests, certain furff niturt e, fiff xturt es and equipment and certain other excluded assets. a a The term loans under the 2012 Singapor e Term Facility are subject to interim quarterly amortization payments, beginning with the fiff scal quarter ended December 31, 2019, in an amount equal to (i) until and including the fiff scal quarter ending September 30, 2024, 0.5% of the principal amount outstanding on June 30, 2019 (the “Term Facility the fiff scal quarter ending December 31, 2024, 3.0% of the principal amount outstanding Restatement Date”), (ii) forff the fiff scal quarters ending March 31, 2025 through September 30, on the Term Facility Restatement Date, (iii) forff 2025, 5.0% of the principal amount outstanding on the Term Facility Restatement Date, and (iv) forff the fiff scal quarters ending December 31, 2025 through June 30, 2026, 18.0% of the principal amount outstanding on the Term Facility Restatement Date. On the maturt ity date of August 31, 2026, MBS is required to repay all remaining amounts outstanding on the Singapor e Term Facility. a a Loans under the Singapor e Delayed Draw Term Facility are subject to interim quarterly amortization payments, beginning with the fiff scal quarter ending March 31, 2025, in an amount equal to (i) until and including the fiff scal quarter ending September 30, 2025, 5.0% of the principal amount outstanding on December 30, 2024 (the each fiff scal quarter frff om December 31, 2025, until and “Delayed Draw Term Facility Restatement Date”), and (ii) forff including June 30, 2026, 18.0% of the principal amount outstanding on the Delayed Draw Term Facility 106 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Restatement Date. On the maturt outstanding on the Singapor a e Delayed Draw Term Facility. ity date of August 31, 2026, MBS is required to repay all remaining amounts Under the Third Amendment and Restatement Agreement, MBS must comply with a maximum consolidated leverage ratio of 4.5x on the last day of each fiff scal quarter frff om August 30, 2019, until twelve months folff lowing the date on which a temporaryrr occupation permit is issued with respect to the MBS Expansion Project. Thereaftff er, MBS must comply with a maximum consolidated leverage ratio of 4.0x as of the last day of each fiff scal quarter through maturt ity. On Februarr ryrr 9, 2022, MBS entered into the Fourth Amendment and Restatement Agreement (the “Fourth tee. The Fourth Amendment Agreement Amendment Agreement”) with DBS Bank Ltd., as agent and security trusr amended and restated the 2012 Singapor a transition a away frff om the Swapa Offff eff r Rate (“SOR”) as a benchmark interest rate and the replacement of SOR by a replacement benchmark interest rate or mechanism. e Credit Facility, to update the terms therein that provide forff Under the Fourth Amendment Agreement, outstanding loans bear interest at the Singapor e Overnight Rate icabla e margin ranging frff om Average (“SORARR ”) with a credit spread adjustment of 0.19% per annum, plus an appl 1.15% to 1.85% per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at appr oximately a 4.89% as of December 31, 2022). MBS pays a standby commitment feff e of 35% to 40% of the spread per annum on the 2012 all undrawn amounts under the 2012 Singapor Singapor the years ended December 31, 2022, 2021 and 2020, a respectively. e Revolving Facility. The weighted average interest rate forff e Credit Facility was 3.5%, 2.1% and 2.2% forff a a a a On June 18, 2020, MBS amended the existing 2012 Singapor e Credit Facility (the “Amendment Letter”). The e Credit Facility such that Amendment Letter (a) modififf es the fiff nancial covenant provisions under the 2012 Singapor MBS will not have to comply with the leverage or interest coverage covenants forff the fiff nancial quarters ending, and including, September 30, 2020 through, and including, December 31, 2021 (the “Waiver Period”); (b) extends to the MBS June 30, 2021, the deadline forff Expansion Project; and (c) permits MBS to make dividend payments during the Waiver Period of (i) an unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25x and (ii) up to SGD 500 million per fiff scal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25x, subject to the additional requirements that (a) the aggregate amount of MBS’s cash plus Facility B availabia lity is greater than lowing such dividend payment and (b) MBS’s interest coverage ratio is or equal to SGD 800 million immediately folff higher than 3.0x. Pursuant to the Amendment Letter, MBS agreed to pay a customaryrr feff e to the lenders that consented thereto. tion costs estimate and the construcr delivering the construcr tion schedule forff a a a On September 7, 2021, MBS furff tion cost estimate and the construcr ther amended the existing 2012 Singapor e Credit Facility (the “Second Amendment Letter”). The Second Amendment Letter (a) extends by one year to (and including) December 31, 2022, the waiver period forff the requirement forff MBS to comply with the fiff nancial covenant provisions under the e Credit Facility such that MBS will not have to comply with the leverage or interest coverage 2012 Singapor the fiff nancial quarters ending, and including, September 30, 2021 through, and including, December covenants forff 31, 2022 (the “Extended Waiver Period”); (b) extends to March 31, 2022, delivering the construcr the MBS Expansion Project; and (c) permits MBS to make dividend payments during the Extended Waiver Period of (i) an unlimited amount if the ratio of its debt to consolidated adjusted EBITDA is lower than or equal to 4.25x and (ii) up to SGD 500 million per fiff scal year if the ratio of its debt to consolidated adjusted EBITDA is higher than 4.25x, subject to the additional requirements that (a) the aggregate amount of MBS’s cash plus Facility B availabia lity is greater than or equal to SGD 800 million lowing such dividend payment and (b) MBS’s interest coverage ratio is higher than 3.0x. Pursuant to immediately folff the Second Amendment Letter, MBS paid a customaryrr feff e to the lenders that consented. The Company is in the process of reviewing the budget and timing of the MBS expansion based on the impact of the COVID-19 Pandemic and other faff ctors. As a result, the construcr tion schedule were not delivered to the lenders by the March 31, 2022 deadline. The Company does not anticipate material spend related to the MBS Expansion Project prior to the deliveryrr of these items to the lenders. tion cost estimate and construcr tion schedule forff the deadline forff 107 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Debt Covenant Compliance As of December 31, 2022, management believes the Company was in compliance with all debt covenants. The Company amended its credit faff cilities to, among other things, waive the Company’s requirement to comply with certain fiff nancial covenant ratios through December 31, 2022 forff LVSC and MBS and July 31, 2023 forff SCL, which include a maximum leverage ratio or net debt to trailing twelve-months adjusted earnings beforff e interest, income taxes, depreciation and amortization, calculated in accordance with the respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC Revolving Facility, 2018 SCL Credit Facility and 2012 Singapor e Credit Facility, respectively. The Company’s compliance with its fiff nancial covenants forff periods beyond December 31, 2022 forff MBS and LVSC and July 31, 2023 forff SCL, could be affff eff cted by certain faff ctors beyond the Company’s control, such as the impact of the COVID-19 Pandemic, including current travel, quarantine and border restrictions continuing in the futff urt e. The Company will pursue additional waivers to meet the required fiff nancial covenant ratios forff periods beyond the current covenant waiver periods, if deemed necessary.rr a Cash Flows frff om Financing Activities Cash flff ows frff om fiff nancing activities related to long-term debt and fiff nance lease obligations are as folff lows: Proceeds frff om 2027, 2029 and 2031 SCL Senior Notes......................... $ Proceeds frff om 2026 and 2030 SCL Senior Notes................................... Proceeds frff om 2018 SCL Credit Facility ................................................ e Credit Facility - Delayed Draw Term ... Proceeds frff om 2012 Singapor a $ Repayments on 2023 SCL Senior Notes ................................................. $ Repayments on 2018 SCL Credit Facility............................................... Repayments on 2012 Singapa ore Credit Facility...................................... Repayments on Other Long-Term Debt.................................................. $ Scheduled Maturities of Long-Term Debt Year Ended December 31, 2021 2020 2022 — $ — 1,200 (In millions) 1,946 — 756 — 1,200 $ — 2,702 $ $ — $ — (60) (6) (66) $ (1,800) $ — (62) (5) (1,867) $ — 1,496 403 46 1,945 — (404) (60) (3) (467) Maturt lows: as folff ities of long-term debt outstanding (excluding fiff nance leases) as of December 31, 2022, are summarized 2023 ...................................................................................................................................................... $ 2024 ...................................................................................................................................................... 2025 ...................................................................................................................................................... 2026 ...................................................................................................................................................... 2027 ...................................................................................................................................................... Thereaftff er.............................................................................................................................................. Total ...................................................................................................................................................... $ Long-term Debt (In millions) 2,022 1,891 3,340 3,507 700 4,600 16,060 Note 13 — Equity Prefeff rred Stock The Company is authorized to issue up to 50,000,000 shares of prefeff rred stock. The Company's Board of Directors is authorized, subject to limitations prescribed by Nevada law and the Company's articles of incorpor ation, to determine the terms and conditions of the prefeff rred stock, including whether the shares of prefeff rred stock will be r 108 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) issued in one or more series, the number of shares to be included in each series and the powers, designations, prefeff rences and rights of the shares. The Company's Board of Directors also is authorized to designate any qualififf cations, limitations or restrictions on the shares without any furff ther vote or action by the stockholders. Common Stock Dividends In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 opriate aftff er Pandemic. The Company will assess the resumption of the dividend program at a time deemed appr taking into account all faff cts and circumstances. a On March 26, 2020, the Company paid a dividend of $0.79 per common share as part of a regular cash dividend program. During the year ended December 31, 2020, the Company recorded $603 million as a distribution against retained earnings (of which $342 million related to Mr. Adelson, (a Principal Stockholder at that time), and the other Principal Stockholders, and the remaining $261 million related to all other stockholders). ShSS are Repuee rchases In June 2018, the Company's Board of Directors authorized the repurchase of $2.50 billion of its outstanding common stock, which was to expire in November 2020. In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, the Company’s Board of Directors authorized the furff ther extension of the expiration date of the remaining repurchase amount of $916 million to November 2024. Repurchases of the Company's common icabla e feff deral securities laws in the open market stock are made at the Company's discretion in accordance with appl l number of shares to be repurchased in the futff urt e will depend on a variety of or otherwise. The timing and actuat faff ctors, including the Company's fiff nancial position, earnings, legal requirements, other investment opportuni ties and market conditions. During the years ended December 31, 2022, 2021 and 2020, no shares of its common stock were repurchased. All share repurchases of the Company's common stock have been recorded as treasuryrr stock. a t Rollll fll orff ward of ShSS ares of ComCC mon StSS octt k A summaryrr of the outstanding shares of common stock is as folff lows: Balance as of Januaryrr 1, 2020........................................................................................................... Exercise of stock options .................................................................................................................. Issuance of restricted stock ............................................................................................................... Forfeff iturt e of unvested restricted stock.............................................................................................. Balance as of December 31, 2020..................................................................................................... Exercise of stock options .................................................................................................................. Issuance of restricted stock ............................................................................................................... Balance as of December 31, 2021..................................................................................................... Issuance of restricted stock ............................................................................................................... Vesting of restricted stock units........................................................................................................ Balance as of December 31, 2022..................................................................................................... 763,484,915 342,700 17,512 (2,189) 763,842,938 121,710 25,104 763,989,752 46,448 211,083 764,247,283 Noncontrolling Interests SCLCC Subsequent to the Februarr ryrr 21, 2020 dividend payment, as mentioned below, SCL suspended its dividend payments as a result of the COVID-19 Pandemic. SCL will assess the resumption of the dividend program at a time deemed appr opriate aftff er taking into account all faff cts and circumstances. a On Februar ryrr 21, 2020, SCL paid a dividend of HKD 0.99 to SCL stockholders (a total of $1.03 billion, of which the Company retained $717 million during the year ended December 31, 2020). 109 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 14 — Income Taxes Consolidated loss beforff e taxes and noncontrolling interests forff domestic and forff eign operations is as folff lows: Year Ended December 31, 2021 2020 2022 (In millions) Foreign........................................................................................... $ Domestic ........................................................................................ Total loss beforff e income taxes frff om continuing operations .......... $ (1,090) $ (297) (1,387) $ (1,091) $ (383) (1,474) $ (1,614) (262) (1,876) The components of the income tax expense (benefiff t) frff om continuing operations are as folff lows: Foreign: Current ........................................................................................... $ Defeff rred ......................................................................................... Federal: Current ........................................................................................... Defeff rred ......................................................................................... State: Current ........................................................................................... Total income tax expense (benefiff t)................................................ $ Year Ended December 31, 2021 2020 2022 (In millions) $ 136 (21) 20 19 — 154 $ $ 32 (12) 8 (33) — (5) $ 7 3 (5) 21 (2) 24 The reconciliation of the statutt oryrr feff deral income tax rate and the Company's effff eff ctive tax rate forff continuing operations is as folff lows: feff deral income tax rate................................................... Statutt oryrr Increase (decrease) in tax rate resulting frff om: Change in valuation allowance...................................................... Foreign and U.S. tax rate diffff eff rential ............................................ Tax exempt loss of forff eign subsidiaryrr ........................................... Other, net ....................................................................................... Effff eff ctive tax rate............................................................................ Year Ended December 31, 2021 2020 2022 (21.0)% (21.0)% (21.0)% 15.8 % 9.0 % 4.5 % 2.8 % 11.1 % 13.1 % 6.7 % 0.6 % 0.3 % (0.3)% 11.4 % 7.8 % 2.4 % 0.7 % 1.3 % The Company enjoys an income tax exemption in Macao that exempts the Company frff om paying corpor ate income tax on profiff ts generated by gaming operations. The Company benefiff ted frff om this tax exemption through December 31, 2022. The VML gaming losses incurred during 2022, 2021 and 2020 did not generate a tax benefiff t because they are not subject to tax. In April 2019, the Company entered into a renewed agreement with the Macao a 12% tax otherwise due government, effff eff ctive through June 26, 2022, providing forff frff om VML shareholders on dividend distributions paid frff om VML gaming profiff ts; namely an annual payment of 38 million patacas (appr each of the years lowing year, and a payment of 18 million 2021 and 2020, each payment to be made on or beforff e Januaryrr 31 of the folff the period between Januaryrr patacas (appr 1, 2022 through June 26, 2022, to be paid on or beforff e July 26, 2022. In September 2013, the Company and the Internal Revenue Service entered into a Pre-Filing Agreement providing the Macao special gaming tax (35% of gross gaming revenue) qualififf es as a tax paid in lieu of an income tax and could be claimed as a U.S. forff eign tax credit. oximately $5 million at exchange rates in effff eff ct on December 31, 2022) forff oximately $2 million at exchange rates in effff eff ct on December 31, 2022) forff payments as a substitutt ion forff a a r The Company's forff eign and U.S. tax rate diffff eff rential reflff ects the faff ct that the U.S. tax rate of 21% is higher e and Macao of 17% and 12%, respectively. tax rates in Singapor than the statutt oryrr a 110 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The primaryrr tax affff eff cted components of the Company's net defeff rred tax assets (liabia lities) are as folff lows: Defeff rred tax assets: U.S. forff eign tax credit carryrr forff wards........................................................................ $ Net operating loss carryrr forff wards .............................................................................. Stock-based compensation ........................................................................................ Accruer d expenses...................................................................................................... Provision forff credit losses ......................................................................................... Interest expense carryrr forff ward ................................................................................... Defeff rred gain on mall sale transactions .................................................................... Pre-opening expenses................................................................................................ Other.......................................................................................................................... Less — valuation allowances .................................................................................... Total defeff rred tax assets ............................................................................................ Defeff rred tax liabilities: Property and equipment ............................................................................................ Prepaid expenses ....................................................................................................... Other.......................................................................................................................... Total defeff rred tax liabia lities ...................................................................................... Defeff rred tax assets (liabia lities), net ........................................................................... $ December 31, 2022 2021 (In millions) $ 3,720 481 17 9 1 — — — 14 4,242 (4,083) 159 (174) (2) (4) (180) (21) $ 4,815 539 16 21 14 18 11 6 2 5,442 (5,034) 408 (273) (5) (6) (284) 124 The Company's U.S. forff eign tax credit carryfrr orff wards were $3.76 billion and $4.87 billion as of December 31, 2022 and 2021, respectively, which expire beginning in 2023 and 2022, respectively. There was a valuation allowance of $3.61 billion and $4.62 billion as of December 31, 2022 and 2021, respectively, provided on certain net U.S. defeff rred tax assets, as the Company believes these assets do not meet the "more-likely-than-not" criteria forff recognition. The Company’s U.S. net operating loss carryfrr orff ward was $563 million as of December 31, 2021. The Company's U.S. interest expense carryfrr orff ward was $87 million as of December 31, 2021. The U.S. net operating ly utilized during 2022 due to the sale of the loss carryfrr orff ward and the interest expense carryfrr orff ward were fulff Company's Las Vegas Operations. Net operating loss carryfrr orff wards forff the Company's forff eign subsidiaries were $3.96 billion and $3.46 billion as of December 31, 2022 and 2021, respectively, which expire beginning in 2023 and 2022, respectively. There are valuation allowances of $475 million and $416 million as of December 31, 2022 and 2021, respectively, provided on the net defeff rred tax assets of certain forff eign jurisdictions, as the Company believes these assets do not meet the "more-likely-than-not" criteria forff recognition. Undistributed earnings of subsidiaries are accounted forff diffff eff rence, except defeff rred tax as a temporaryrr liabia lities are not recorded forff undistributed earnings of forff eign subsidiaries deemed to be indefiff nitely reinvested in forff eign jurisdictions. The Company does not consider current year's tax earnings and profiff ts of its forff eign subsidiaries to be indefiff nitely reinvested. Beginning with the year ended December 31, 2015, the Company's maja or forff eign subsidiaries distributed, and may continue to distribute, earnings in excess of their current year's tax earnings and profiff ts in order to meet the Company's liquidity needs. As of December 31, 2022, the amount of earnings and profiff ts of forff eign subsidiaries the Company does not intend to repatriate was $910 million. The Company does not expect withholding taxes or other forff eign income taxes to appl y should these earnings be distributed in the forff m of dividends or otherwise. a 111 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) A reconciliation of the beginning and ending amounts of unrecognized tax benefiff ts, is as folff lows: Balance at the beginning of the year.............................................. $ Additions to tax positions related to prior years..................... Reductions to tax positions related to prior years................... Additions to tax positions related to current year................... Balance at the end of the year........................................................ $ 2022 December 31, 2021 (In millions) 2020 136 — (15) 15 136 $ $ 131 — (4) 9 136 $ $ 134 — (14) 11 131 As of December 31, 2022, 2021 and 2020, unrecognized tax benefiff ts of $36 million, $57 million and $60 million, respectively, were recorded as reductions to the U.S. forff eign tax credit defeff rred tax asset. As of December 31, 2022, 2021 and 2020, unrecognized tax benefiff ts of $100 million, $79 million and $71 million, respectively, were recorded in other long-term liabia lities. Included in the unrecognized tax benefiff t balance as of December 31, 2022, 2021 and 2020, are $122 million, $126 million and $123 million, respectively, of uncertain tax benefiff ts that would affff eff ct the effff eff ctive income tax rate if recognized. The Company's maja or tax jurisdictions are the U.S., Macao and Singapor tax years beginning in 2018 in Macao and Singapor e. The Company could be subject to e and tax years 2010 through 2015 and 2019 examination forff its uncertain tax through 2021 in the U.S. The Company believes it has adequately reserved and provided forff positions; however, there is no assurance the taxing authorities will not propose adjustments that are diffff eff rent frff om the Company's expected outcome and it could impact the provision forff income taxes. a a The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision income taxes in the accompanying consolidated statement of operations. Interest and penalties of $13 million, forff $10 million and $7 million were accruer d as of December 31, 2022, 2021 and 2020, respectively. The Company does not expect a signififf cant increase or decrease in unrecognized tax benefiff ts over the next twelve months. r ate alternative minimum tax (“CAMT”) forff The Inflff ation Reduction Act of 2022 (“IRARR ”) was signed into law on August 16, 2022. The IRARR contains numerous provisions including a 15% corpor ations that have at least an average of $1 billion adjusted fiff nancial statement income over a consecutive three-year period effff eff ctive in tax years beginning aftff er December 31, 2022. Applicabla e corpor ations would be allowed to claim a credit forff ate minimum tax paid against regular tax in futff urt e years. The IRARR also includes a 1% excise tax the corpor ate stock repurchases beginning Januaryrr 1, 2023. The CAMT could impact our futff urt e cash flff ows and rr on corpor results of operations. The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarifyff how these taxes will be appl ied. The Company will continue to evaluate the impact of a the IRARR as additional inforff mation becomes availabla e. certain large corpor rr r rr 112 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 15 — Fair Value Disclosures As of December 31, 2022 and 2021, the amounts of the Company's assets and liabia lities that were accounted forff at faff ir value were immaterial. The folff ents held or lowing tabla e presents the carryirr ng amounts and estimated faff ir values of fiff nancial instrumr issued by the Company as of December 31, 2022 and 2021, using availabla e market inforff mation. Determining faff ir value is judgmental in naturt e and requires market assumptions and/or estimation methodologies. The tabla e excludes cash and cash equivalents, restricted cash and cash equivalents, accounts receivabla es, net, and accounts payabla e, all of which had faff ir values appr ities and liquidity of these instrumr oximating their carryirr ng amounts due to the short maturt ents. a Assets: Loan Receivabla e(1)..................................................................................................... $ Liabilities: Long-term debt(2)....................................................................................................... $ December 31, 2022 Hierarchy Level Carrying Amount Level 2 (in millions) 1,165 16,060 $ $ 1,078 15,140 December 31, 2021 Hierarchy Level Carrying Amount Level 2 (in millions) Liabilities: Long-term debt(2)....................................................................................................... $ 14,900 $ 15,060 ____________________ (1) The faff ir value is estimated based on level 2 inputs and reflff ects the increase in market interest rates since fiff nalizing the terms of the loan receivabla e at a fiff xed interest rate on March 2, 2021. (2) The estimated faff ir value of our long-term debt is based on recent trades, if availabla e, and indicative pricing frff om market inforff mation (level 2 inputs). Note 16 — Leases Lessee The Company has operating and fiff nance leases forff e various real estate (including the Macao and Singapor leasehold interests in land) and equipment. Certain of these lease agreements include rental payments adjusted periodically forff inflff ation and rental payments based on usage. The Company’s leases include options to extend the lease term by one month to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. a 113 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Leases recorded on the balance sheet consist of the folff lowing (excluding the Macao and Singapor a e leasehold interests in land assets; see "Note 8 — Leasehold Interests in Land, Net"): Leases Classififf cation on the Balance Sheet Assets Operating lease ROU assets .... Finance lease ROU assets ....... Liabilities Current Other assets, net........................................ Property and equipment, net(1).................. Operating.......................... Finance............................. Other accruerr d liabia lities............................ ities of long-term debt ........ Current maturt Noncurrent Operating.......................... Finance............................. Other long-term liabia lities ........................ Long-term debt ......................................... ____________________ December 31, 2022 2021 (In millions) $ $ $ $ $ $ 23 10 13 8 157 13 $ $ $ $ $ $ 24 16 14 10 154 15 (1) Finance lease ROU assets are recorded net of accumulated depreciation of $26 million and $21 million as of December 31, 2022 and 2021, respectively. Other inforff mation related to lease term and discount rate is as folff lows: December 31, 2022 2021 Weighted Average Remaining Lease Term Operating leases ................................................................................................. Finance leases..................................................................................................... 32.0 years 2.5 years 32.8 years 2.9 years Weighted Average Discount Rate Operating leases ................................................................................................. Finance leases..................................................................................................... 4.9 % 4.9 % 4.9 % 2.6 % The components of lease expense are as folff lows: Operating lease cost: Amortization of leasehold interests in land ............................ $ Operating lease cost................................................................ Short-term lease cost .............................................................. Variabla e lease cost.................................................................. Finance lease cost: Amortization of ROU assets................................................... Interest on lease liabia lities ...................................................... Total lease cost .............................................................................. $ 2022 December 31, 2021 (In millions) 2020 55 21 4 2 5 1 88 $ $ 56 14 1 2 8 1 82 $ $ 55 12 1 2 9 1 80 114 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) As of December 31, 2022, the Company has short-term lease commitments of $38 million. Supplemental cash flff ow inforff mation related to leases is as folff lows: Cash paid forff liabilities: amounts included in the measurement of lease Operating cash flff ows forff Financing cash flff ows forff operating leases.............................. $ fiff nance leases ................................. $ Right-of-ff use assets obtained in exchange forff lease liabilities: Operating leases...................................................................... $ Finance leases......................................................................... $ Maturt ities of lease liabia lities are summarized as folff lows: 2022 December 31, 2021 (In millions) 2020 14 4 8 1 $ $ $ $ 16 5 10 9 $ $ $ $ 19 3 10 22 Operating Leases Finance Leases (In millions) Year ending December 31, 2023........................................................................................................................... $ 2024........................................................................................................................... 2025........................................................................................................................... 2026........................................................................................................................... 2027........................................................................................................................... Thereaftff er .................................................................................................................. Total futff urt e minimum lease payments ...................................................................... Less — amount representing interest ........................................................................ Present value of futff urt e minimum lease payments..................................................... Less — current lease obligations............................................................................... Long-term lease obligations ...................................................................................... $ 14 11 8 7 7 304 351 (181) 170 (13) 157 $ $ 9 9 3 1 — — 22 (1) 21 (8) 13 Lessor The Company leases space at several of its Integrated Resorts to various third parties as part of its mall operations that are recorded within mall revenues, as well as restaurant and retail space that are recorded within convention, retail and other revenues. These leases are non-cancelabla e operating leases with remaining lease periods that varyrr frff om one month to 20 years. The leases include minimum base rents with escalated contingent rent clauses. 115 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Lease revenue consists of the folff lowing: 2022 Year Ended December 31, 2021 2020 Mall Other Mall Other Mall Other Minimum rents ............................................ $ Overage rents ............................................ Rent concessions(1).................................... Other(2)....................................................... Total overage rents and rent concessions .... $ 484 78 (70) — 8 492 $ $ 1 — — — — 1 $ $ ___________________ $ (In millions) 505 115 (65) 6 56 561 $ 1 — — — — 1 $ $ 523 39 (272) — (233) 290 $ $ 1 — — — — 1 (1) Rent concessions were provided to tenants during the years ended December 31, 2022, 2021 and 2020 as a result of the COVID-19 Pandemic and the impact on mall and other operations. (2) Amount related to a grant provided by the Singapor a ises impacted by the COVID-19 Pandemic in connection with their rent obligations. e government to lessors to support small and medium enterprrr Futurt e minimum rentals (excluding the escalated contingent rent clauses) on non-cancelabla e leases are as folff lows: Mall Other (In millions) Year ending December 31, 2023........................................................................................................................... $ 2024........................................................................................................................... 2025........................................................................................................................... 2026........................................................................................................................... 2027........................................................................................................................... Thereaftff er .................................................................................................................. Total minimum futff urt e rentals.................................................................................... $ 442 386 289 225 188 340 1,870 $ $ 1 1 — — — — 2 The cost and accumulated depreciation of property and equipment the Company is leasing to third parties is as folff lows: Property and equipment, at cost ................................................................................ $ Accumulated depreciation......................................................................................... Property and equipment, net...................................................................................... $ Note 17 — Commitments and Contingencies Litigation December 31, 2022 2021 (In millions) 1,554 (711) 843 $ $ 1,536 (639) 897 The Company is involved in other litigation in addition to those noted below, arising in the normal course of potential litigation costs based upon consultation with legal business. Management has made certain estimates forff counsel. Actuat l results could diffff eff r frff om these estimates; however, in the opinion of management, such litigation and claims will not have a material effff eff ct on the Company’s fiff nancial condition, results of operations and cash flff ows. 116 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Asian American EnEE tett rtaitt nii ment CorCC por rr atitt on, Limii itii ett d v.vv VeVV netitt an MacMM au Limii itii ett d, et al.ll r On Februar ryrr 5, 2007, Asian American Entertainment Corpor ation, Limited (“AAEC” or “Plaintiffff ”ff ) brought a claim (the “Prior Action”) in the U.S. District Court forff the District of Nevada (the “U.S. District Court”) against Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC (“VCR”) and Venetian Venturt e Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are forff mer executives of the Company. The Prior Action sought damages based on an alleged breach of agreements entered into between AAEC and the aforff ementioned defeff ndants forff their joint presentation of a bid in response to the public tender held by the Macao government forff the award of gaming concessions at the end of 2001. The U.S. District Court entered an order dismissing the Prior Action on April 16, 2010. On Januaryrr 19, 2012, AAEC fiff led another claim (the “Macao Action”) with the Macao Judicial Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the oximately $374 million at exchange rates in effff eff ct on a “Defeff ndants”). The claim was forff December 31, 2022). The Macao Action alleges a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defeff ndants”) forff their joint presentation of a bid in response to the public tender held by the Macao government forff the award of gaming concessions at the end of 2001. On July 4, 2012, the Defeff ndants fiff led their defeff nse to the Macao Action with the Macao Judicial Court and amended the defeff nse on Januaryrr 4, 2013. 3.0 billion patacas (appr On March 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is al d and that VML be removed as a party to the proceedings. On May 8, 2014, AAEC lodged an appe a ff unfounde against that decision and the appe a al is currently pending. On June 5, 2015, the U.S. Defeff ndants appl ied to the Macao Judicial Court to dismiss the claims against them as res judicata based on the dismissal of the Prior Action. On March 16, 2016, the Macao Judicial Court dismissed al against that decision was lodged by U.S. Defeff ndants on April 7, 2016, and is the defeff nse of res judicata. An appe currently pending. Evidence gathering by the Macao Judicial Court commenced by letters rogatory,rr which was completed on March 14, 2019, and the trial of this matter was originally scheduled forff September 2019. a a a On July 15, 2019, AAEC submitted a request to the Macao Judicial Court to increase the amount of its claim to oximately $12.01 billion at exchange rates in effff eff ct on December 31, 2022), allegedly 96.45 billion patacas (appr representing lost profiff ts frff om 2004 to 2018, and reserving its right to claim forff lost profiff ts up to 2022. On September 4, 2019, the Macao Judicial Court allowed AAEC’s request to increase the amount of its claim. On September 17, 2019, the U.S. Defeff ndants appe al is currently pending. aled the decision granting AAEC’s request and that appe a a On June 18, 2020, the U.S. Defeff ndants moved to reschedule the trial, which had been scheduled to begin on September 16, 2020, due to travel disrupt circumstances resulting frff om the ongoing ions and other extraordinaryrr COVID-19 Pandemic. The Macao Judicial Court granted that motion and rescheduled the trial to begin on June 16, 2021. On April 16, 2021, the U.S. Defeff ndants again moved to reschedule the trial because of the ongoing COVID-19 Pandemic. The Macao Judicial Court denied the U.S. Defeff ndants’ motion on May 28, 2021. The U.S. Defeff ndants appe ing on June 16, 2021, and that appe al is currently pending. aled that rulr a a r The trial began as scheduled on June 16, 2021. By order dated June 17, 2021, the Macao Judicial Court scheduled additional trial dates in late 2021 to hear witnesses who were subject to COVID-19 travel restrictions that the parties to prevented or severely limited their abia lity to enter Macao. That order also provided a procedure forff request written testimony frff om witnesses who were not abla e to travel to Macao. The U.S. Defeff ndants appe aled certain aspects of the Macao Judicial Court’s June 17, 2021 order, and that appe al is currently pending. a a a On July 10, 2021, the U.S. Defeff ndants were notififf ed of an invoice forff supplemental court feff es totaling oximately $12 million at exchange rates in effff eff ct on December 31, 2022) based on 93 million patacas (appr Plaintiffff ’ff s July 15, 2019 amendment. By motion dated July 20, 2021, the U.S. Defeff ndants moved forff an order withdrawing that invoice. The Macao Judicial Court denied that motion by order dated September 11, 2021. The al is currently pending. By order dated U.S. Defeff ndants appe September 29, 2021, the Macao Judicial Court ordered that the invoice forff supplemental court feff es be stayed pending resolution of that appe aled that order on September 23, 2021, and that appe al. a a a 117 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The Macao Judicial Court heard additional testimony in late 2021. Certain witnesses who were not abla e to enter Macao due to ongoing COVID-19 travel restrictions presented testimony in writing. From December 17, 2021 to Januaryrr 19, 2022, Plaintiffff submitted additional documents to the court fiff le and ted experts, who calculated Plaintiffff ’ff s damages at 57.88 billion patacas and oximately $7.21 billion and $7.76 billion, respectively, at exchange rates in effff eff ct on disclosed written reports frff om two purpor 62.29 billion patacas (appr December 31, 2022). a r The parties presented faff ctuat its proposed fiff ndings on disputed faff cts at a Februar law in March 2022. On April 28, 2022, the Macao Judicial Court entered a judgment forff Macao Judicial Court also held that Plaintiffff litigated certain aspects of its case in bad faff ith. l and rebuttal summations in Januaryrr 2022. The Macao Judicial Court announced ryrr 15, 2022 hearing. The parties fiff led post-trial briefsff on points of the U.S. Defeff ndants. The Plaintiffff fiff led a notice of appe a al frff om the Macao Judicial Court’s judgment on May 13, 2022. That appe a al is fulff ly briefeff d and remains pending with the Macao Second Instance Court. a On September 19, 2022, the U.S. Defeff ndants were notififf ed of an invoice forff 48 million patacas (appr September 29, 2022, the U.S. Defeff ndants moved the Macao Judicial Court forff The Macao Judicial Court denied that motion by order dated October 24, 2022. The U.S. Defeff ndants appe order on November 10, 2022, and that appe a Judicial Court ordered that the invoice forff al court feff es totaling oximately $6 million at exchange rates in effff eff ct on December 31, 2022). By motion dated an order withdrawing that invoice. aled that al remains pending. By order dated November 15, 2022, the Macao al court feff es be stayed pending resolution of that appe a appe a appe al. a a Management has determined that, based on proceedings to date, it is currently unabla e to determine the probabia lity of the outcome of this matter or the range of reasonabla y possible loss, if any. The Company intends to defeff nd this matter vigorously. ThTT e Danielsll FamFF ilii yll 2001 Revocablell TrTT ust v.vv LVSVV C,CC et al.ll rr r a a fiff led a purpor (“Lead Plaintiffff sff ”). On March 8, 2021, Lead Plaintiffff sff On October 22, 2020, The Daniels Family 2001 Revocabla e Trusr t, a putative purchaser of the Company’s shares, fiff led a purpor ted class action complaint in the U.S. District Court against LVSC, Sheldon G. Adelson and Patrick Dumont. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and alleges that LVSC made materially faff lse or misleading statements, or faff iled to ryrr 27, 2016 through September 15, 2020, with respect to its operations at Marina disclose material faff cts, frff om Februar e laws and regulations, and its disclosure controls and procedures. On Bay Sands, its compliance with Singapor nting Carl S. Ciaccio and Donald M. DeSalvo as lead Januaryrr 5, 2021, the U.S. District Court entered an order appoi plaintiffff sff ted class action amended complaint against LVSC, Sheldon G. Adelson, Patrick Dumont, and Robert G. Goldstein, alleging similar violations of Sections 10(b) and 20(a) of the Exchange Act over the same time period of Februar ryrr 27, 2016 through September 15, 2020. On March 22, 2021, the U.S. District Court granted Lead Plaintiffff sff ’ motion to substitutt e Dr. Miriam Adelson, in her capaa Sheldon G. Adelson as a defeff ndant in this action. On May 7, 2021, the defeff ndants fiff led a motion to dismiss the amended complaint. Lead Plaintiffff sff fiff led an opposition to the motion to dismiss on July 6, 2021, and the defeff ndants fiff led their reply on August 5, 2021. On March 28, 2022, the U.S. District Court entered an order dismissing the amended complaint in leave to its entirety. The U.S. District Court dismissed certain claims with preje udice but granted Lead Plaintiffff sff amend the complaint with respect to the other claims by April 18, 2022. On April 8, 2022, Lead Plaintiffff sff fiff led a Motion forff Reconsideration and to Extend Time to File the Amended Complaint, requesting the U.S. District Court to reconsider certain aspects of its March 28, 2022 order and to extend the deadline forff Lead Plaintiffff sff to fiff le an amended complaint. The defeff ndants fiff led an opposition to the motion on April 22, 2022. On April 18, 2022, Lead fiff led a second amended complaint. On May 18, 2022, the defeff ndants fiff led a motion to dismiss the second Plaintiffff sff fiff led an opposition to the motion to dismiss on June 17, 2022, and the amended complaint. Lead Plaintiffff sff defeff ndants fiff led their reply on July 8, 2022. This action is in a preliminaryrr stage and management has determined that based on proceedings to date, it is currently unabla e to determine the probabia lity of the outcome of this matter or the range of reasonabla y possible loss, if any. The Company intends to defeff nd this matter vigorously. the estate of Sheldon G. Adelson, forff city as the Special Administrator forff 118 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) TuTT resky v.vv ShSS eldonll G.GG Adelsll on, et al.ll breach of fiff duciaryrr duty, unjust enrichment, waste of corpor On December 28, 2020, Andrew Turesky fiff led a putative shareholder derivative action on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Patrick Dumont, Robert G. Goldstein, Irwin Chafeff tz, Micheline Chau, Charles D. Forman, Steven L. Gerard, George Jamieson, Charles A. Koppelman, Lewis KrK amer and David F. Levi, all of whom are current or forff mer directors and/or offff iff cers of LVSC. The complaint e of control, gross asserts claims forff ate assets, abus mismanagement, violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and forff contribution under ryrr 24, 2021, the U.S. District Court entered an order Sections 10(b) and 21D of the Exchange Act. On Februar t putative granting the parties’ stipulation to stay this action in light of the Daniels Family 2001 Revocabla e Trusrr securities class action (the “Securities Action”). Subject to the terms of the parties’ stipulation, this action is stayed until 30 days aftff er the fiff nal resolution of the motion to dismiss in the Securities Action. On March 11, 2021, the U.S. District Court granted the plaintiffff ’ff s motion to substitutt e Dr. Miriam Adelson, in her capaa city as the Special Sheldon G. Adelson as a defeff ndant in this action. This Administrator forff action is in a preliminaryrr stage and management has determined that based on proceedings to date, it is currently unabla e to determine the probabia lity of the outcome of this matter or the range of reasonabla y possible loss, if any. The Company intends to defeff nd this matter vigorously. the estate of Sheldon G. Adelson, forff a r Commitments MacMM ao ConCC cession Annual Premium Under the Macao Concession, the Company is obligated to pay to the Macao government an annual gaming premium with a fiff xed portion and a variabla e portion based on the number and type of gaming tabla es it employs and gaming machines it operates. The fiff xed portion of the premium is equal to 30 million patacas (appr oximately $4 million at exchange rates in effff eff ct on December 31, 2022). The variabla e portion is equal to 300,000 patacas per certain kinds of games or players, 150,000 patacas per gaming tabla e not so gaming tabla e reserved exclusively forff reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (appr oximately $37,360, $18,680 and $125, respectively, at exchange rates in effff eff ct on December 31, 2022), subject to a minimum of 76 million patacas (appr oximately $9 million at exchange rates in effff eff ct on December 31, 2022). Based on the gaming tabla es and gaming machines (which is at the maximum number of tabla es and machines currently allowed by the Macao government) in operation as of Januaryrr 1, 2023, the annual premium payabla e to the Macao government is appr oximately a $203 million in aggregate thereaftff er through the termination of the Concession in December 2032. oximately $41 million during each of the next fiff ve years ending December 31, 2027, and appr a a a a icabla e The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and appl withholding taxes. Under the Concession, the Company must also contribute 5% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be used forff promotion of tourism in Macao. Additionally, under the Concession, the Company is also obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tabla es and electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount determined by the Macao government; such special premium being the diffff eff rence between the gaming tax based on the actuat l gross gaming revenues and that of the specififf ed minimum amount; this minimum amount has been set by the Macao government at 7 million oximately $1 million and $37,360, patacas per gaming tabla e and 300,000 patacas per gaming machine (appr a respectively, at exchange rates in effff eff ct on December 31, 2022), forff an annual total of 4.50 billion patacas (appr oximately $561 million at exchange rates in effff eff ct on December 31, 2022) based on the maximum number of a gaming tabla es and gaming machines the Company is currently authorized to operate. a 119 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) HH Handov er Record the fiff rst three years and 2,500 patacas per square meter forff Pursuant to the Handover Record, the Company is required to make annual payments of 750 patacas per square meter forff oximately $93 and $311, respectively, at exchange rates in effff eff ct on December 31, 2022). The annual payment of 750 patacas per years two square meter will be adjusted with the Macao average price index of the corresponding preceding year forff and three and the annual payment of 2,500 patacas per square meter will be adjusted with the Macao average price index of the corresponding preceding year forff the fiff rst three years is appr the next seven years, subject to the Macao average price index a . adjustment mentioned above oximately $13 million and $42 million forff years fiff ve through ten. The annual feff e forff lowing seven years (appr the folff a a ComCC mitted InvII estmtt ent Under the Concession, the Company is obligated to develop certain gaming and non-gaming investment projects by December 2032 in connection with, among others, attraction of international visitors, conventions and exhibitions, entertainment shows, sporting events, culturt e and art, health and wellness and themed attractions, as well as support Macao's position as a city of gastronomy and increase community and maritime tourism, and we are a required to invest, or cause to be invested, at least 30.24 billion patacas (appr oximately $3.77 billion at exchange rates in effff eff ct on December 31, 2022), including 27.80 billion patacas (appr oximately $3.46 billion at exchange rates in effff eff ct on December 31, 2022) on non-gaming projects. The Company will be required to increase its investment in non-gaming projects by up to 20% in the folff lowing year if Macao’s annual market gross gaming revenue achieves or exceeds 180 billion patacas (appr oximately $22.42 billion at exchange rates in effff eff ct on December 31, 2022). The 20% increase is subject to a deduction of 4% per year if the revenue trigger occurs on or aftff er the sixth year of the term of the Concession (2028). The additional investment is estimated to be appr oximately $700 million. a a a NonNN -CanCC celabl ll ell ConCC trtt actual Oblill gat i itt ons a The Company's non-cancelabla e contractuat l obligations (excluding operating leases and the Macao annual ) is $364 million as of December 31, 2022. The amount excludes open purchase gaming premium mentioned above orders with the Company's suppliers that have not yet been received as these agreements generally allow the Company the option to cancel, reschedule and adjust terms based on the Company's business needs prior to the deliveryrr of goods or perforff mance of services. These obligations consist primarily of certain hotel management and service agreements. Some of the Company's hotel properties operate pursuant to management agreements with various experienced third-party hotel operators (management companies), whereby the management company controls the day-to-day operations of each of these hotels, and the Company is granted limited appr oval rights with respect to certain of the management company’s actions. The non-cancelabla e period of the Company's management agreements ranges frff om 14 to 40 years with various extension provisions and some with early termination options. Each management company receives a base management feff e, generally a percentage of revenue as defiff ned. There are also monthly feff es forff certain support services and some also include incentive feff es based on attaining certain fiff nancial thresholds. a Note 18 — Stock-Based Employee Compensation The Company has two equity award plans forff grants of options to purchase the Company's common stock and ordinaryrr shares of SCL (the "2004 Plan" and the "SCL Equity Plan," respectively), which are described below. The 2004 Plan provides forff icabla e provisions of the Internal Revenue Code and regulations in the United States. the granting of equity awards pursuant to the appl a Las Vegas Sands Corp. 2004 Equity Award Plan The 2004 Plan gives the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company's subsidiaries' or affff iff liates' employees, directors or offff iff cers and many of its consultants are eligible forff an aggregate of awards. The 2004 Plan originally had a term 26,344,000 shares of the Company's common stock to be availabla e forff oved an amendment to the 2004 Plan, a of ten years, but in June 2014, the Company's Board of Directors appr extending the term to December 2019. In May 2019, the Board of Directors and stockholders appr oved the adoption of the Las Vegas Sands Corp.r Amended and Restated 2004 Equity Award Plan (the “Amended 2004 Plan”), which awards under the 2004 Plan. The 2004 Plan provided forff a 120 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) extended the term of the Amended 2004 Plan through December 2024 and increased the number of shares of grants by 10,000,000 shares. The compensation committee may grant awards of common stock availabla e forff nonqualififf ed stock options, incentive (qualififf ed) stock options, stock appr eciation rights, restricted stock awards, a restricted stock units, stock bonus awards, perforff mance compensation awards or any combination of the forff egoing. As of December 31, 2022, there were 2,385,512 shares availabla e forff grant under the Amended 2004 Plan. ff years and have ten-year contractuat Stock option awards are granted with an exercise price equal to the faff ir market value (as defiff ned in the Amended 2004 Plan) of the Company's stock on the date of grant. The outstanding stock options generally vest over three to four all stock option grants, which all have graded vesting, is recognized on a straight-line basis over the awards' respective requisite service periods. The Company estimates the faff ir value of stock options using the Black-Scholes option-pricing model. Expected a period equal to the expected lifeff of the stock volatilities are based on the Company's historical volatility forff options. The expected option lifeff l term of the option as well as historical exercise and periods equal to the expected term of the stock option is based on forff the U.S. Treasuryrr yield curve in effff eff ct at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. feff iturt e behavior. The risk-frff ee interest rate forff l terms. Compensation cost forff is based on the contractuat Sands China Ltd. Equity Award Plan The SCL Equity Plan gives SCL a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide SCL with a stock plan providing incentives directly related to increases in its stockholder value. Subject to certain criteria as defiff ned in the SCL Equity Plan, SCL's subsidiaries' or affff iff liates' employees, directors or offff iff cers and many of its consultants are eligible forff awards under the SCL Equity Plan. The SCL 2009 Equity Plan provided forff an aggregate of 804,786,508 shares of SCL's common stock to be awards. The SCL 2009 Equity Plan had a term of ten years, which expired on November 30, 2019, and availabla e forff ther awards may be granted aftff er the expiration of the term. All existing awards previously granted under the no furff icabla e) exercisabla e SCL 2009 Equity Plan, but which are unexercised or unvested, will remain valid and (where appl in accordance with their terms of grant despite the expiration of the SCL 2009 Equity Plan. SCL's remuneration committee may grant awards of stock options, stock appr eciation rights, restricted stock awards, restricted stock units, stock bonus awards, perforff mance compensation awards or any combination of the forff egoing. Effff eff ctive oved by shareholders, with materially the same terms of the December 1, 2019, the SCL 2019 Equity Plan was appr grant under the SCL SCL 2009 Equity Plan. As of December 31, 2022, there were 805,319,139 shares availabla e forff 2019 Equity Plan. a a a Stock option awards are granted with an exercise price not less than (i) the closing price of SCL's stock on the the fiff ve business days immediately preceding the date of grant or (ii) the average closing price of SCL's stock forff l terms. years and have ten-year contractuat date of grant. The outstanding stock options generally vest over four Compensation cost forff all stock option grants, which all have graded vesting is recognized on a straight-line basis over the awards' respective requisite service periods. SCL estimates the faff ir value of stock options using the Black- a period equal to the Scholes option-pricing model. Expected volatilities are based on SCL's historical volatility forff expected lifeff of the stock options. The expected option lifeff l term of the option as well as historical exercise and forff periods equal to the expected term of the stock option is based on the Hong Kong Government Bond rate in effff eff ct at the time of the grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. feff iturt e behavior. The risk-frff ee interest rate forff is based on the contractuat ff Under the SCL 2009 Equity Plan and the SCL 2019 Equity Plan, SCL granted restricted share units to eligible employees. Such restricted share units vest over three to four years. Employees are entitled to a futff urt e cash ff payment that is equivalent to the faff ir value of the restricted share unit and any accumulated dividends in cash upon vesting. 121 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Stock-Based Employee Compensation Activity The faff ir value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the folff lowing weighted average assumptions: LVSC Amended 2004 Plan: Weighted average volatility........................................................... Expected term (in years)................................................................ Risk-frff ee rate ................................................................................. Expected dividend yield ................................................................ SCL Equity Award Plan: Weighted average volatility........................................................... Expected term (in years)................................................................ Risk-frff ee rate ................................................................................. Expected dividend yield ................................................................ Year Ended December 31, 2021 2020 2022 26.0 % 6.3 2.1 % — % 43.7 % 7.2 2.7 % — % 25.1 % 5.5 0.9 % — % — % — — % — % 23.8 % 5.5 1.3 % 4.6 % — % — — % — % A summaryrr of the stock option activity forff the Company's equity award plans forff the year ended December 31, 2022, is presented below: LVSC Amended 2004 Plan: Outstanding as of Januaryrr 1, 2022................. Granted........................................................... Forfeff ited or expired........................................ Outstanding as of December 31, 2022........... Exercisabla e as of December 31, 2022............ SCL Equity Award Plan: Outstanding as of Januaryrr 1, 2022................. Granted........................................................... Forfeff ited or expired........................................ Outstanding as of December 31, 2022........... Exercisabla e as of December 31, 2022............ Shares 13,264,517 1,730,000 (455,743) , , , , 14,538,774 , 8,058,372 , , , 48,180,300 3,300,000 (3,079,400) , , 48,400,900 , , 41,687,600 , , , , $ $ $$ $$ $ $ $ $$ $$ $ Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Lifeff Aggregate Intrinsic Value (in millions) 49.35 41.61 60.19 48.09 53.65 5.01 2.28 4.69 4.84 5.02 6.45 $ $$ $$ 5.03 $ 4.95 $ $$ $$ 4.47 $ 74 21 3 — 122 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) A summaryrr of the unvested restricted stock and restricted stock units under the Company's equity award plans forff the year ended December 31, 2022, is presented below: Weighted Average Grant Date Fair Value Shares LVSC Amended 2004 Plan: UnUU vestett d Restrtt ictett d StSS octt k Balance as of Januaryrr 1, 2022 ............................................................................... Granted .................................................................................................................. Vested.................................................................................................................... Balance as of December 31, 2022 ......................................................................... UnUU vestett d Restrtt ictett d StSS octt k UnUU itii stt Balance as of Januaryrr 1, 2022 ............................................................................... Granted .................................................................................................................. Vested.................................................................................................................... Forfeff ited ................................................................................................................ Balance as of December 31, 2022 ......................................................................... SCL Equity Plan: UnUU vestett d Restrtt ictett d StSS octt k UnUU itii stt Balance as of Januaryrr 1, 2022 ............................................................................... Granted .................................................................................................................. Vested.................................................................................................................... Forfeff ited ................................................................................................................ Balance as of December 31, 2022 ......................................................................... 25,104 46,448 (30,910) 40,642 771,150 123,497 (242,942)2 (76,443) 575,262 15,321,544 9,393,200 (2,587,860) (969,320) 21,157,564 $ $ $ $ $ $ 55.76 30.14 50.59 30.14 48.75 42.55 48.75 44.48 47.99 3.40 2.32 4.67 3.00 2.79 The grant date faff ir value of SCL's restricted stock unit awards is the share price of SCL's ordinaryrr shares at the respective grant date. The faff ir value of these awards is remeasured each reporting period until the vesting dates. Upon settlement, SCL will pay the grantees an amount in cash calculated based on the closing price of SCL's shares on the vesting date or higher of (i) the closing price of SCL's shares on the vesting date, and (ii) the average closing price of SCL's shares forff the fiff ve trading days immediately preceding the vesting date. The accruerr d liabia lity associated with these cash-settled restricted stock units was $34 million and $8 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, under the Amended 2004 Plan there was $48 million and $21 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock and stock units, respectively. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 2.7 years, and 1.5 years, respectively. As of December 31, 2022, under the SCL Equity Plan there was $4 million and $37 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock units, respectively. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 3.3 years and 2.1 years, respectively. 123 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The stock-based compensation activity forff the Amended 2004 Plan and SCL Equity Plan is as folff lows forff the three years ended December 31, 2022: Year Ended December 31, 2021 2020 2022 (Dollars in millions, except weighted average grant date faiff r values) Compensation expense: Stock options .......................................................................... $ Restricted stock and stock units ............................................. $ Income tax benefiff t recognized in the consolidated statements of operations ................................................................................... $ Compensation cost capia talized as part of property and equipment................................................................................... $ 24 46 70 2 2 LVSC Amended 2004 Plan: Stock options granted .................................................................... Weighted average grant date faff ir value ......................................... $ 1,730,000 12.74 Restricted stock granted................................................................. Weighted average grant date faff ir value ......................................... $ Restricted stock units granted........................................................ Weighted average grant date faff ir value ......................................... $ 46,448 30.14 123,497 42.55 $ $ $ $ $ $ $ 14 13 27 1 1 4,513,468 8.63 25,104 55.76 786,310 48.96 Stock options exercised: Intrinsic value ......................................................................... $ Cash received.......................................................................... $ — $ — $ 1 7 $ $ $ $ $ $ $ $ $ SCL 2019 Equity Plan: Stock options granted .................................................................... Weighted average grant date faff ir value ......................................... $ Restricted stock units granted........................................................ Weighted average grant date faff ir value ......................................... $ 3,300,000 1.13 9,393,200 2.32 $ $ — — $ 13,039,600 3.22 20 7 27 2 1 875,474 7.79 17,512 45.68 — — 5 18 — — 2,337,200 4.11 2 6 $ $ $ Stock options exercised: Intrinsic value ......................................................................... $ Cash received.......................................................................... $ — $ — $ 3 12 Note 19 — Related Party Transactions During the years ended December 31, 2022, 2021 and 2020, the Principal Stockholders purchased certain services frff om the Company including security and medical support, design services and other goods and services forff $3 million, $2 million and $1 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the r and beverage services, newspapea Company incurred $1 million, $3 million and $2 million, respectively, forff subscriptions and security support frff om entities in which the Principal Stockholders have an ownership interest. ff food During the years ended December 31, 2022, 2021 and 2020, the Company incurred certain expenses of $6 million, $3 million and $5 million, respectively, related to the Company's use of its Principal Stockholders' personal es. During the years ended aircraftff , yacht and aircraftff refurff bir shment and maintenance services forff December 31, 2022, 2021 and 2020, the Company charged the Principal Stockholders $19 million, $21 million and business purpos r 124 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) $18 million, respectively, related to aviation costs incurred by the Company forff Company aviation personnel and assets forff personal purpos es. r the Principal Stockholders' use of Related party receivabla es were $2 million and $2 million as of December 31, 2022 and 2021, respectively. oximately $1 million and $1 million as of December 31, 2022 and 2021, a Related party payabla es were appr respectively. On July 11, 2022, the Company entered into an intercompany term loan agreement with SCL, a related party, in the amount of $1.0 billion, which is repayabla e on July 11, 2028. In the fiff rst two years frff om July 11, 2022, SCL will have the option to elect to pay cash interest at 5% per annum or payment-in-kind interest at 6% per annum by lowing which only cash adding the amount of such interest to the then-outstanding principal amount of the loan, folff interest at 5% per annum will be payabla e. This loan is unsecured, subordinated to all third party unsecured indebtedness and other obligations of SCL and its subsidiaries and is eliminated in consolidation. Note 20 — Segment Inforff mation a tion and development activities forff e. The Company reviews the results of operations and construcr c areas: Macao and The Company’s principal operating and developmental activities occur in two geographi Singapor each of a its operating segments: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and tion and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company also reviews construcr development activities forff its primaryrr projects under development, in addition to its reportabla e segments noted above , which include the renovation and expansion of the Company's MICE, entertainment and retail product in a Macao and the MBS Expansion Project. The Company has included Ferryrr Operations and Other (comprised to its properties in primarily of the Company’s feff rryrr operations and various other operations that are ancillaryrr Macao) and Corpor ate and Other to reconcile to the consolidated results of operations and fiff nancial condition. The operations that comprised the Company’s forff mer Las Vegas Operating Properties reportabla e business segment were classififf ed as a discontinued operation and the inforff mation below as of and forff the years ended December 31, 2022, 2021 and 2020, excludes these results. r The Company's segment inforff mation as of and forff the years ended December 31, 2022, 2021 and 2020, is as folff lows: Casino Rooms Food and Beverage Mall (In millions) Convention, Retail and Other Net Revenues Year Ended December 31, 2022 Macao: The Venetian Macao......................... $ The Londoner Macao........................ The Parisian Macao .......................... The Plaza Macao and Four Seasons Macao............................................ Sands Macao..................................... Ferryrr Operations and Other .............. Marina Bay Sands .................................... Intercompany royalties............................. Intercompany eliminations(1).................... Total net revenues .................................... $ $ 438 194 116 146 53 — 947 1,680 — — 2,627 $ 55 61 33 29 6 — 184 285 — — 469 $ $ 17 26 10 10 4 — 67 234 — — 301 $ $ 155 47 25 127 1 — 355 226 — (1) 580 $ $ $ 17 22 4 682 350 188 1 1 29 74 91 107 (139) 133 $ 313 65 29 1,627 2,516 107 (140) 4,110 125 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Casino Rooms Food and Beverage Mall (In millions) Convention, Retail and Other Net Revenues Year Ended December 31, 2021 Macao: The Venetian Macao......................... $ The Londoner Macao........................ The Parisian Macao .......................... The Plaza Macao and Four Seasons Macao............................................ Sands Macao..................................... Ferryrr Operations and Other .............. Marina Bay Sands .................................... Intercompany royalties............................. Intercompany eliminations(1).................... Total net revenues .................................... $ Year Ended December 31, 2020 Macao: The Venetian Macao......................... $ The Londoner Macao........................ The Parisian Macao .......................... The Plaza Macao and Four Seasons Macao............................................ Sands Macao..................................... Ferryrr Operations and Other .............. Marina Bay Sands .................................... Intercompany royalties............................. Intercompany eliminations(1).................... Total net revenues .................................... $ _________________________ $ 944 396 244 298 105 — 1,987 905 — — 2,892 531 192 180 159 107 — 1,169 872 — — 2,041 $ $ $ 77 90 54 45 10 — 276 139 — — 415 46 42 33 17 6 — 144 136 — — 280 $ $ $ $ 24 30 17 17 5 — 93 106 — — 199 14 17 14 9 5 — 59 97 — — 156 $ $ $ $ 195 56 39 184 1 — 475 176 — (2) 649 126 38 27 79 1 — 271 112 — (2) 381 $ $ $ $ $ 16 16 3 2 1 28 66 44 83 (114) 79 21 8 5 1 1 28 64 44 66 (92) 82 $ $ $ 1,256 588 357 546 122 28 2,897 1,370 83 (116) 4,234 738 297 259 265 120 28 1,707 1,261 66 (94) 2,940 (1) Intercompany eliminations include royalties and other intercompany services. Intersegment Revenues Macao: The Venetian Macao............................................................... $ The Londoner Macao ............................................................. Ferryrr Operations and Other .................................................... Marina Bay Sands.......................................................................... Intercompany royalties .................................................................. Total intersegment revenues .......................................................... $ Year Ended December 31, 2021 2020 2022 (In millions) 7 — 23 30 3 107 140 $ $ 4 1 22 27 6 83 116 $ $ 4 1 19 24 4 66 94 126 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Adjd usted Property EBITDA Macao: The Venetian Macao............................................................... $ The Londoner Macao ............................................................. The Parisian Macao ................................................................ The Plaza Macao and Four Seasons Macao ........................... Sands Macao........................................................................... Ferryrr Operations and Other .................................................... Marina Bay Sands.......................................................................... Consolidated adjd usted property EBITDA(1)................................... Other Operating Costs and Expenses Stock-based compensation(2).......................................................... Corprr orate ....................................................................................... Pre-opening.................................................................................... Development.................................................................................. Depreciation and amortization....................................................... Amortization of leasehold interests in land ................................... Loss on disposal or impairment of assets ...................................... Operating loss ................................................................................ Other Non-Operating Costs and Expenses Interest income............................................................................... Interest expense, net of amounts capa italized ................................. Other income (expense)................................................................. Loss on modififf cation or early retirement of debt .......................... Income tax (expense) benefiff t......................................................... Net loss frff om continuing operations.............................................. $ _________________________ Year Ended December 31, 2021 2020 2022 (In millions) (25) $ (189) (103) 81 (81) (7) (324) 1,056 732 (33) (235) (13) (143) (1,036) (55) (9) (792) 116 (702) (9) — (154) (1,541) $ $ 297 (84) (17) 219 (69) (8) 338 448 786 (12) (211) (19) (109) (1,041) (56) (27) (689) 4 (621) (31) (137) 5 (1,469) $ (53) (184) (131) 33 (76) (20) (431) 383 (48) (15) (168) (19) (18) (997) (55) (73) (1,393) 21 (523) 19 — (24) (1,900) r (1) Consolidated adjusted property EBITDA, which is a non-GAAP fiff nancial measure, is net income (loss) frff om continuing operations beforff e stock-based compensation expense, corpor ate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modififf cation or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP fiff nancial measure used by management, as well as industryrr analysts, to evaluate operations and operating In particular, management utilizes consolidated adjusted property EBITDA to compare the perforff mance. operating profiff tabia lity of its operations with those of its competitors, as well as a basis forff determining Integrated Resort companies have historically reported adjusted property certain incentive compensation. EBITDA as a supplemental perforff mance measure to GAAP fiff nancial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas have historically excluded certain expenses that do not relate to the management of specififf c Sands Corp., ate expense, frff om their adjusted properties, such as pre-opening expense, development expense and corpor property EBITDA calculations. Consolidated adjusted property EBITDA should not be interprrr eted as an alternative to income frff om operations (as an indicator of operating perforff mance) or to cash flff ows frff om operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has signififf cant uses of cash flff ow, including capia tal expenditurt es, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflff ected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated r r 127 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) adjusted property EBITDA as presented by the Company may not be directly comparabla e to similarly titled measures presented by other companies. (2) During the years ended December 31, 2022, 2021 and 2020, the Company recorded stock-based compensation expense of $70 million, $27 million and $27 million, respectively, of which $37 million, $15 ate expense in the accompanying consolidated million and $12 million, respectively, was included in corpor statements of operations. rr Capital Expenditures Corprr orate and Other ...................................................................... $ Macao: The Venetian Macao............................................................... The Londoner Macao ............................................................. The Parisian Macao ................................................................ The Plaza Macao and Four Seasons Macao ........................... Sands Macao........................................................................... Ferryrr Operations and Other .................................................... Marina Bay Sands.......................................................................... Total capa ital expenditurt es.............................................................. $ Total Assets Corprr orate and Other ...................................................................... $ Macao: The Venetian Macao............................................................... The Londoner Macao ............................................................. The Parisian Macao ................................................................ The Plaza Macao and Four Seasons Macao ........................... Sands Macao........................................................................... Ferryrr Operations and Other .................................................... Marina Bay Sands.......................................................................... Total assets..................................................................................... $ Year Ended December 31, 2021 2020 2022 (In millions) 60 $ 27 $ 5 52 175 3 9 4 — 243 348 651 $ 71 551 4 19 7 1 653 148 828 $ 140 739 11 157 9 2 1,058 164 1,227 2022 December 31, 2021 (In millions) 2020 5,422 $ 1,357 $ 1,465 2,135 4,489 1,828 1,020 208 870 10,550 6,067 22,039 $ 2,087 4,494 1,962 1,145 253 132 10,073 5,326 16,756 $ 2,446 4,299 2,119 1,203 320 141 10,528 5,592 17,585 128 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Total Long-Lived Assets(1) Corprr orate and Other ...................................................................... $ Macao: The Venetian Macao............................................................... The Londoner Macao ............................................................. The Parisian Macao ................................................................ The Plaza Macao and Four Seasons Macao ........................... Sands Macao........................................................................... Ferryrr Operations and Other .................................................... Marina Bay Sands.......................................................................... Total long-lived assets ................................................................... $ _________________________ 2022 December 31, 2021 (In millions) 2020 203 $ 176 $ 186 1,415 4,085 1,789 975 180 41 8,485 4,891 13,579 $ 1,555 4,317 1,915 1,055 197 60 9,099 4,741 14,016 $ 1,705 4,163 2,067 1,135 218 73 9,361 4,989 14,536 (1) Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and leasehold interests in land, net of accumulated amortization. 129 LAS VEGAS SANDS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Note 21 — Selected Quarterly Financial Results (Unaudited) 2022 Net revenues........................................................ $ Operating loss ..................................................... Net loss frff om continuing operations ................... Income (loss) frff om discontinued operations, net of tax................................................................ Net income (loss) ................................................ Net income (loss) attributabla e to Las Vegas Sands Corp.r ..................................................... Earnings (loss) per share - basic and diluted: Loss frff om continuing operations ...................... $ Income (loss) frff om discontinued operations, net of tax........................................................ Net income (loss) attributabla e to Las Vegas First(1) Second Quarter Third Fourth Total (In millions, except per share data) 943 $ 1,045 $ 1,005 $ 1,117 $ 4,110 (302) (478) 2,907 2,429 2,530 (147) (414) (3) (417) (290) (177) (380) (1) (381) (239) (166) (269) (5) (274) (792) (1,541) 2,898 1,357 (169) 1,832 (0.49) $ (0.38) $ (0.31) $ (0.21) $ (1.40) 3.80 — — (0.01) 3.80 Sands Corp.r ................................................... $ 3.31 $ (0.38) $ (0.31) $ (0.22) $ 2.40 2021 Net revenues........................................................ $ Operating loss ..................................................... Net loss frff om continuing operations ................... Income (loss) frff om discontinued operations, net of tax................................................................ Net loss................................................................ Net loss attributabla e to Las Vegas Sands Corp.rr .. Earnings (loss) per share - basic and diluted: Loss frff om continuing operations ...................... $ Income (loss) frff om discontinued operations, 1,196 $ 1,173 $ 857 $ 1,008 $ 4,234 (96) (280) (62) (342) (278) (139) (280) 38 (242) (192) (316) (594) 99 (495) (368) (138) (315) 118 (197) (123) (689) (1,469) 193 (1,276) (961) (0.28) $ (0.30) $ (0.61) $ (0.32) $ (1.51) net of tax........................................................ Net loss attributabla e to Las Vegas Sands Corp.rr (0.08) 0.05 0.13 0.15 0.25 $ (0.36) $ (0.25) $ (0.48) $ (0.17) $ (1.26) _________________________ (1) During the fiff rst quarter of 2022, the Company closed the sale of the Las Vegas Operations and recorded a gain on the sale of $2.86 billion, net of tax. The Las Vegas Operations has been disclosed as a discontinued operation forff all periods presented. Because earnings per share amounts are calculated using the weighted average number of common and dilutive quarters common equivalent shares outstanding during each quarter, the sum of the per share amounts forff may not equal the total earnings per share amounts forff the respective year. ff the four 130 SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS LAS VEGAS SANDS CORP. AND SUBSIDIARIES For the Years Ended December 31, 2022, 2021 and 2020 Description Balance at Beginning of Year Provision forff Credit Losses Write-offff sff , Net of Recoveries Balance at End of Year Provision forff credit losses: 2020......................................................... $ 2021......................................................... $ 2022......................................................... $ 220 255 232 (In millions) 86 3 15 (51) $ (26) $ (30) $ 255 232 217 Description Defeff rred income tax asset valuation allowance: Balance at Beginning of Year Additions Deductions (In millions) Balance at End of Year 2020......................................................... $ 2021......................................................... $ 2022......................................................... $ 4,786 4,922 5,034 138 115 63 (2) $ (3) $ (1,014) $ 4,922 5,034 4,083 131 ITEM 9. — CHCC AHH NGNN EGG SEE INII ANDNN DIDD SII ASS GRGG ER EEE MEE EMM NEE TNN STT WIWW THTT ACCOC UNUU TNN ATT NTNN STT ONOO ACCOCC UNUU TNN ITT NII GNN ANDNN FIFF NII ANN NCNN ICC AII L DIDD SII CLCC OSOO URUU ER a Not appl icabla e. ITEM 9A. — COCC NOO TNN RTT OLOO S ANDNN PRPP OCECC DEE URUU ERR SEE Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure inforff mation required to be disclosed in the reports the Company fiff les or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specififf ed in the SEC's rulr es and forff ms and such inforff mation is accumulated and communicated to the Company's management, including its principal executive offff iff cer and principal fiff nancial offff iff cer, as appr timely decisions regarding required disclosure. The Company's Chief Executive Offff iff cer and its Chief Financial Offff iff cer have evaluated the disclosure controls and procedures (as defiff ned in the Securities Exchange Act of 1934 RulRR es 13a-15(e) and 15d-15(e)) of the Company as of December 31, 2022, and have concluded they are effff eff ctive at the reasonabla e assurance level. opriate, to allow forff a It should be noted any system of controls, however well designed and operated, can provide only reasonabla e, In addition, the design of any control system is and not absa olute, assurance the objectives of the system are met. based in part upon certain assumptions about the likelihood of futff urt e events. Because of these and other inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential futff urt e conditions, regardless of how remote. a Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over fiff nancial reporting that occurred during the th quarter covered by this Annual Report on Form 10-K that had a material effff eff ct, or was reasonabla y likely to four ff have a material effff eff ct, on the Company's internal control over fiff nancial reporting. Management's Annual Report on Internal Control Over Financial Reporting The Company's management is responsible forff establa ishing and maintaining adequate internal control over fiff nancial reporting, as defiff ned in RulRR es 13a-15(f)ff and 15d-15(f)ff of the Securities Exchange Act of 1934. The Company's internal control over fiff nancial reporting is designed to provide reasonabla e assurance regarding the reliabia lity of fiff nancial reporting and the preparation of fiff nancial statements forff es in accordance with generally accepted accounting principles. The Company's internal control over fiff nancial reporting includes those policies and procedures that: external purpos r (1) pertain to the maintenance of records that, in reasonabla e detail, accurately and faff irly reflff ect the transactions and dispositions of the Company's assets; (2) provide reasonabla e assurance transactions are recorded as necessaryrr to permit preparation of fiff nancial statements in accordance with generally accepted accounting principles and the Company's receipts and expenditurt es are being made only in accordance with authorizations of its management and directors; and (3) provide reasonabla e assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effff eff ct on the fiff nancial statements. Because of its inherent limitations, internal control over fiff nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effff eff ctiveness to futff urt e periods are subject to the risk controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. The Company's management assessed the effff eff ctiveness of the Company's internal control over fiff nancial reporting as of December 31, 2022. In making this assessment, the Company's management used the frff amework set forff th by the Committee of Sponsoring Organizations of the Treadway Commission in "Internal Control — Integrated Framework (2013)." 132 Based on this assessment, management concluded, as of December 31, 2022, the Company's internal control over fiff nancial reporting is effff eff ctive based on this frff amework. The effff eff ctiveness of the Company's internal control over fiff nancial reporting as of December 31, 2022, has been audited by Deloitte & Touche LLP, an independent registered public accounting fiff rm, as stated in their report, which appe ars herein. a ITEM 9B. — OTHTT EHH REE INII FNN OFF ROO MRR AMM TITT OII NOO None. ITEM 9C. — DIDD SII CLCC OSOO URUU ER RER GAGG RDRR IDD NII GNN FOFF ROO ERR IEE GII NGG JURUU IRR SII DSS IDD CII TITT OII NOO SNN THTT AHH T PRPP ER VEVV NEE TNN INII SNN PSS EPP CTITT OII NOO SNN a Not appl icabla e. PART III ITEM 10. — DIDD RII ERR CTOTT ROO S,SS EXEE EXX CUTUU ITT VEVV OFFFF IFF CII ECC REE S ANDNN COCC ROO PRR OROO ARR TETT GOVEVV REE NRR ANN NCNN ECC We incorpor ate by refeff rence the inforff mation responsive to this Item appe aring in our defiff nitive Proxy r our 2023 Annual Meeting of Stockholders, which we expect to fiff le with the Securities and Exchange Statement forff Commission on or about March 30, 2023 (the "Proxy Statement"), including under the capta ions "Board of Directors," "Executive Offff iff cers," "Delinquent Section 16(a) Reports" and "Inforff mation Regarding the Board of Directors and Board and Other Committees." a a We have adopted a Code of Business Conduct and Ethics (the "Code"), which is posted on our website at www.sands.com, along with any amendments or waivers to the Code. Copies of the Code are availabla e without charge by sending a written request to Investor Relations at the folff 5500 Haven Street, Las Vegas, Nevada 89119. lowing address: Las Vegas Sands Corp., rr ITEM 11. — EXEE EXX CUTUU ITT VEVV COCC MOO PMM EPP NEE SNN ASS TITT OII NOO r We incorpor ate by refeff rence the inforff mation responsive to this Item appe the capta ions "Executive Compensation and Other aring in the Proxy Statement, Inforff mation," "Director Compensation," including under "Inforff mation Regarding the Board of Directors and Board and Other Committees" and "Compensation Committee Report" (which report is deemed to be furff nished and is not deemed to be fiff led in any Company fiff ling under the Securities Act of 1933 or the Securities Exchange Act of 1934). a ITEM 12. — SESS CURUU IRR TY OWNWW ENN REE SHSS IHH PII OF CECC REE TATT INII BEBB NEE ENN FEE IFF CII ICC AII L OWNWW ENN REE S ANDNN MAMM NANN GEGG MEE EMM NEE TNN ANDNN RER LEE ALL TETT DEE STOTT CKCC HKK OHH LOO DEDD REE MAMM TTTT ETT REE S r We incorpor aring in the Proxy Statement, including under the capta ions "Equity Compensation Plan Inforff mation" and "Security Ownership of Certain Benefiff cial Owners and Management." ate by refeff rence the inforff mation responsive to this Item appe a ITEM 13. — CECC REE TATT INII RER LEE ALL TITT OII NOO SNN HSS IHH PII SPP ANDNN RERR LEE ALL TETT DEE TRTT ARR NSNN ASS CTITT OII NOO SNN ,SS ANDNN DIDD RII ER CTOTT ROO INII DNN EDD PEE EPP NEE DNN EDD NEE CNN ECC r We incorpor aring in the Proxy Statement, including under the capta ions "Board of Directors," "Inforff mation Regarding the Board of Directors and Board and Other Committees" and "Certain Transactions." ate by refeff rence the inforff mation responsive to this Item appe a ITEM 14. — PRPP IRR NII CNN ICC PII APP L ACCOCC UNUU TNN ATT NTNN FEFF EEE SEE ANDNN SESS REE VIVV CII ECC SEE We incorpor r ate by refeff rence the inforff mation responsive to this Item appe a aring in the Proxy Statement, under the capta ion "Fees Paid to Independent Registered Public Accounting Firm." 133 ITEM 15. — EXEE HXX IHH BII IBB TSTT ANDNN FIFF NII ANN NCNN ICC AII L STATT TETT MEE EMM NEE TNN SCHCC EHH DEE ULUU ESEE PART IV (a) Documents fiff led as part of the Annual Report on Form 10-K. (1) List of Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements (2) List of Financial Statement Schedule Schedule II — Valuation and Qualifyiff ng Accounts (3) List of Exhibits Exhibit No. 2.1† 2.2† 2.3†† 2.4†† 3.1 3.2 3.3 4.1 4.2 Description of Document 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. (incorpor ated by refeff rence frff om Exhibit 2.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 3, 2021). r r Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp.rr ated by refeff rence frff om Exhibit 2.2 to the r Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 3, 2021). and VICI Properties L.P. (incorpor Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., OpCo, LLC and VICI Properties L.P. (incorpor Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff 30, 2021 and fiff led on October 22, 2021). Pioneer ated by refeff rence frff om Exhibit 2.1 to the the quarter ended September rr rr Pioneer OpCo, LLC and VICI Properties L.P. (incorpor Amendment to Letter Agreement, dated as of October 7, 2021, by and among Las Vegas Sands ated by refeff rence frff om Exhibit 2.2 Corp., rr the quarter ended to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff September 30, 2021 and fiff led on October 22, 2021). r Certififf cate of Amended and Restated Articles of Incorpor (incorpor r (File No. 001-32373) forff ation of Las Vegas Sands Corp.r ated by refeff rence frff om Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q the quarter ended June 30, 2018 and fiff led on July 25, 2018). rr Second Amended and Restated By-Laws of Las Vegas Sands Corp., October 20, 2020 (incorpor on Form 10-Q (File No. 001-32373) forff October 23, 2020). ther amended effff eff ctive ated by refeff rence frff om Exhibit 3.1 to the Company's Quarterly Report the quarter ended September 30, 2020 and fiff led on as furff r r Amendments to the Amended and Restated By-Laws of Las Vegas Sands Corp., amended effff eff ctive October 18, 2022 (incorpor Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on October 24, 2022). ther ated by refeff rence frff om Exhibit 3.1 to the as furff r rr Form of Specimen Common Stock Certififf cate of Las Vegas Sands Corp.r ated by refeff rence frff om Exhibit 4.1 to the Company's Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) fiff led on November 22, 2004). r (incorpor Indenturt e, dated as of August 9, 2018, between SCL and U.S. Bank National Association, as trusr ated by refeff rence frff om Exhibit 4.1 to the Company’s Current Report on Form 8- K (File No. 001-32373) fiff led on August 10, 2018). tee (incorpor r 134 Exhibit No. 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 10.1 Description of Document Forms of 4.600% Senior Notes due 2023, 5.125% Senior Notes due 2025 and 5.400% Senior Notes due 2028 (incorpor ated by refeff rence frff om Exhibit 4.2 (included in Exhibit 4.1) to the Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on August 10, 2018). r Indenturt e, dated as of June 4, 2020, between SCL and U.S. Bank National Association, as trusrr (incorpor r No. 001-32373) fiff led on June 5, 2020). tee ated by refeff rence frff om Exhibit 4.1 to the Company’s current report on Form 8-K (File Forms of 3.800% Senior Notes due 2026 and 4.375% Senior Notes due 2030 (incorpor ated by refeff rence frff om Exhibit 4.2 (included in Exhibit 4.1) to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on June 5, 2020). rr Indenturt e, dated as of September 23, 2021, between SCL and U.S. Bank National Association, as trusr ated by refeff rence frff om Exhibit 4.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on September 23, 2021). tee (incorpor r Forms of 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior Notes due 2031 (incorpor ated by refeff rence frff om Exhibit 4.2 (included in Exhibit 4.1) to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on September 23, 2021). rr Indenturt e, dated as of July 31, 2019, between Las Vegas Sands Corp.r Association, as trusrr Report on Form 8-K (File No. 001-32373) fiff led on July 31, 2019). and U.S. Bank National ated by refeff rence frff om Exhibit 4.1 to the Company’s Current tee (incorpor rr and U.S. First Supplemental Indenturt e, dated as of July 31, 2019, between Las Vegas Sands Corp.r Bank National Association, as trusr ated by refeff rence frff om Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on July 31, 2019). tee, relating to the 3.200% Notes due 2024 (incorpor r Form of Las Vegas Sands Corp.’ (incorpor r No. 001-32373) fiff led on July 31, 2019). s 3.200% Notes due 2024 (included in Exhibit 4.5 hereto) ated by refeff rence frff om Exhibit 4.3 to the Company’s Current Report on Form 8-K (File r and Second Supplemental Indenturt e, dated as of July 31, 2019, between Las Vegas Sands Corp.rr U.S. Bank National Association, as trusrr ated tee, relating to the 3.500% Notes due 2026 (incorpor by refeff rence frff om Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on July 31, 2019). r Form of Las Vegas Sands Corp.’ (incorpor r No. 001-32373) fiff led on July 31, 2019). s 3.500% Notes due 2026 (included in Exhibit 4.7 hereto) ated by refeff rence frff om Exhibit 4.5 to the Company’s Current Report on Form 8-K (File r and Third Supplemental Indenturt e, dated as of July 31, 2019, between Las Vegas Sands Corp.r U.S. Bank National Association, as trusrr ated tee, relating to the 3.900% Notes due 2029 (incorpor by refeff rence frff om Exhibit 4.6 to the Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on July 31, 2019). r Form of Las Vegas Sands Corp.’ (incorpor r No. 001-32373) fiff led on July 31, 2019). s 3.900% Notes due 2029 (included in Exhibit 4.9 hereto) ated by refeff rence frff om Exhibit 4.7 to the Company’s Current Report on Form 8-K (File r Fourth Supplemental Indenturt e, dated as of November 25, 2019, between Las Vegas Sands Corp.r and U.S. Bank National Association, as trusr tee, relating to the 2.900% Notes due 2025 (incorpor ated by refeff rence frff om Exhibit 4.2 to the Company's Current Report on Form 8-K (File r No. 001-32373) fiff led on November 25, 2019). Form of Las Vegas Sands Corp.’ (incorpor r No. 001-32373) fiff led on November 25, 2019). s 2.900% Notes due 2025 (included in Exhibit 4.11 hereto). ated by refeff rence frff om Exhibit 4.3 to the Company's Current Report on Form 8-K (File r Description of Capia tal Stock (incorpor Annual Report on Form 10-K (File No. 001-32373) forff fiff led on Februarr ryrr 7, 2020). r ated by refeff rence frff om Exhibit 4.13 to the Company's the year ended December 31, 2019 and Facility Agreement dated November 20, 2018, among Sands China Ltd., Bank of China Limited, Macau Branch, as agent, the arrangers listed therein and the original lenders listed therein ated by refeff rence frff om Exhibit 10.9 to the Company's Annual Report on Form 10-K r (incorpor the year ended December 31, 2018 and fiff led on Februar (File No. 001-32373) forff ryrr 22, 2019). 135 Exhibit No. 10.2† Description of Document Waiver and Amendment Request Letter, dated March 27, 2020, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China Ltd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File r No. 001-32373) fiff led on March 27, 2020). 10.3† 10.4† 10.5† 10.6 10.7† 10.8† 10.9 10.10 10.11 Waiver Extension and Amendment Request Letter, dated September 11, 2020, with respect to the Facility Agreement, dated as of November 20, 2018 by and among Sands China Ltd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File r (incorpor No. 001-32373) fiff led on September 11, 2020). Waiver Extension and Amendment Request Letter, dated July 7, 2021, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China Ltd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File r (incorpor No. 001-32373) fiff led on July 7, 2021). Waiver Extension and Amendment Request Letter, dated November 30, 2022, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China Ltd, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File r No. 001-32373) fiff led on November 30, 2022) Revolving Credit Agreement, dated as of August 9, 2019, by and among Las Vegas Sands Corp., the Lenders frff om time to time party thereto and The Bank of Nova Scotia, as Administrative ated by refeff rence frff om Exhibit 10.1 to the Company’s Current Agent and Issuing Bank (incorpor Report on Form 8-K (File No. 001-32373) fiff led on August 12, 2019). rr r Amendment No. 1 to Revolving Credit Agreement, dated as of September 23, 2020, by and the Lenders frff om time to time party thereto and The Bank of Nova among Las Vegas Sands Corp., ated by refeff rence frff om Exhibit 10.1 to the Company’s r Scotia, as Administrative Agent (incorpor current report on Form 8-K (File No. 001-32373) fiff led on September 23, 2020). r Amendment No. 2 to Revolving Credit Agreement, dated as of September 3, 2021, by and among the Lenders frff om time to time party thereto and The Bank of Nova Las Vegas Sands Corp., rr Scotia, as Administrative Agent (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s r current report on Form 8-K (File No. 001-32373) fiff led on September 3, 2021). Amendment No. 3 to Revolving Credit Agreement, dated as of December 7, 2021, by and between Las Vegas Sands Corp.r and The Bank of Nova Scotia, as Administrative Agent (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File r No. 001-32373) fiff led on December 7, 2021). Amendment No. 4 to Revolving Credit Agreement, dated as of Januaryrr 30, 2023, by and between Las Vegas Sands Corp.rr ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on Januaryrr 31 , 2023). and The Bank of Nova Scotia, as Administrative Agent (incorpor r Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corpor ation Limited, United Overseas Bank Limited e Branch, as global coordinators, DBS Bank Ltd., as agent and Malayan Banking Berhad, Singapor forff the secured parties and certain other lenders party tee forff the fiff nance parties and security trusrr ated by refeff rence frff om Exhibit 10.2 to the Company's Quarterly Report on thereto (incorpor Form 10-Q (File No. 001-32373) forff the quarter ended June 30, 2012 and fiff led on August 9, 2012). a rr rr 136 Exhibit No. 10.12 10.13 10.14 10.15 10.16† 10.17† 10.18 10.19 10.20 10.21 10.22 r r a tee, and DBS, Oversea-Chinese Banking Corpor Description of Document Amendment and Restatement Agreement dated as of August 29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. ("DBS"), Oversea-Chinese Banking Corpor ation Limited, United Overseas Bank Limited and e Branch, as global coordinators, DBS, as agent and security Malayan Banking Berhad, Singapor trusr ation Limited, United Overseas Bank Limited, e Branch, Standard Chartered Bank, Sumitomo Mitsui Malayan Banking Berhad, Singapor Banking Corpor e Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) ated by refeff rence frff om Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q r (incorpor (File No. 001-32373) forff Second Amendment and Restatement Agreement dated as of March 14, 2018, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November ther amended and restated by an amendment and restatement agreement dated 20, 2013 and furff August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto ated by refeff rence frff om Exhibit 10.1 to and DBS Bank Ltd. as agent and security trusr the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2018 and fiff led on April 27, 2018). the quarter ended September 30, 2014 and fiff led on November 5, 2014). ation and CIMB Bank Berhad, Singapor tee (incorpor a a rr r Third Amendment and Restatement Agreement, dated as of August 30, 2019, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto and DBS Bank Ltd., as agent and security trusr ated by refeff rence frff om Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) fiff led on September 4, 2019). tee and the other parties thereto (incorpor r ryrr 9, 2022, among Marina Fourth Amendment and Restatement Agreement, dated as of Februar Bay Sands Pte. Ltd., as borrower, and DBS Bank Ltd., as agent and security trusr ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on Februar tee (incorpor ryrr 14, 2022). r r Amendment Letter, dated June 18, 2020, with respect to the faff cility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modififf ed) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on June 19, 2020). Amendment Letter, dated September 7, 2021, with respect to the faff cility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modififf ed) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on September 7, 2021). Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorpor ated by refeff rence frff om Exhibit 10.39 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004). r r r Amendment, published on April 23, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative ated by refeff rence frff om Exhibit 10.3 to the Region and Venetian Macau Limited (incorpor Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2008 and fiff led on May 9, 2008). Land Concession Agreement, dated as of April 10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai ated by refeff rence frff om Exhibit 10.3 to the Limited and Venetian Macau Limited (incorpor Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2007 and fiff led on May 10, 2007). Amendment published on October 29, 2008, to Land Concession Agreement between Macau ated by refeff rence frff om Special Administrative Region and Venetian Cotai Limited (incorpor Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended September 30, 2008 and fiff led on November 10, 2008). r rr Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special ated by refeff rence frff om Exhibit 10.22 Administrative Region and Venetian Cotai Limited (incorpor to the Company's Annual Report on Form 10-K (File No. 001-32373) forff the year ended December 31, 2018 and fiff led on Februar ryrr 22, 2019). r 137 Exhibit No. 10.23 10.24 10.25 10.26 10.27† 10.28+ 10.29+ 10.30+ 10.31+ 10.32+ 10.33+ 10.34+ 10.35+ 10.36+ 10.37+ 10.38+ Description of Document Amendment, published on October 22, 2014, to Land Concession Agreement between Macau ated by refeff rence frff om Special Administrative Region and Venetian Cotai Limited (incorpor Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-32373) forff the year ended December 31, 2018 and fiff led on Februar ryrr 22, 2019). rr Land Concession Agreement, dated as of May 5, 2010, relating to The Londoner Macao among the Macau Special Administrative Region, Venetian Orient Limited and Venetian Macau Limited ated by refeff rence frff om Exhibit 10.24 to the Company's Annual Report on Form 10-K (incorpor r the year ended December 31, 2018 and fiff led on Februar (File No. 001-32373) forff ryrr 22, 2019). Development Agreement, dated August 23, 2006, between the Singapor Marina Bay Sands Pte. Ltd. (incorpor Quarterly Report on Form 10-Q (File No. 001-32373) forff and fiff led on November 9, 2006). e Tourism Board and ated by refeff rence frff om Exhibit 10.3 to the Company's the quarter ended September 30, 2006 a r e Supplement to Development Agreement, dated December 11, 2009, by and between Singapor ated by refeff rence frff om Exhibit 10.76 Tourism Board and Marina Bay Sands PTE. LTD (incorpor to the Company's Annual Report on Form 10-K (File No. 001-32373) forff the year ended December 31, 2009 and fiff led on March 1, 2010). Development Agreement, dated April 3, 2019, between the Singapor Bay Sands Pte. Ltd. (incorpor Report on Form 10-Q (File No. 001-32373) forff fiff led on July 24, 2019). e Tourism Board and Marina a ated by refeff rence frff om Exhibit 10.1 to the Company's Quarterly the three and six months ended June 30, 2019 and a r rr Las Vegas Sands Corp.rr ated by refeff rence frff om Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff 2004 Equity Award Plan (Amended and Restated) (incorpor the quarter ended June 30, 2014 and fiff led on August 7, 2014). rr Las Vegas Sands Corp.rr Amended and Restated 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) fiff led on May 20, 2019). r Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q r (File No. 001-32373) forff the quarter ended March 31, 2018 and fiff led on April 27, 2018). Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2018 and fiff led on April 27, 2018). rr Form of Nonqualififf ed Stock Option Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.51 to the Company's Annual Report on Form 10-K (File No. 001-32373) forff the year ended December 31, 2010 and fiff led on March 1, 2011). r the quarter ended March 31, 2018 and fiff led on April 27, 2018). Form of Nonqualififf ed Stock Option Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff Form of Director Nonqualififf ed Stock Option Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q r (File No. 001-32373) forff Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorpor ated by refeff rence frff om Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q r (File No. 001-32373) forff the quarter ended March 31, 2018 and fiff led on April 27, 2018). the quarter ended March 31, 2018 and fiff led on April 27, 2018). r Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan ated by refeff rence frff om Exhibit 10.8 to the Company's (with defeff rred settlement) (incorpor Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2018 and fiff led on April 27, 2018). r Form of Restricted Stock Units Award Agreement under (incorpor r (File No. 001-32373) forff the 2004 Equity Award Plan ated by refeff rence frff om Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q the quarter ended March 31, 2018 and fiff led on April 27, 2018). Las Vegas Sands Corp.rr Amended and Restated Executive Cash Incentive Plan (incorpor ated by refeff rence frff om Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373 forff the quarter ended June 30, 2018 and fiff led on July 25, 2018). r 138 Exhibit No. 10.39 10.40 10.41+ 10.42+ 10.43+ 10.44+ 10.45+ 10.46+ 10.47+ 10.48† 10.49† 10.50 10.51* 10.52** 10.53* Description of Document Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, rr Dr. Miriam Adelson and the other Adelson Holders (as by and among Las Vegas Sands Corp., defiff ned therein) that are party to the agreement frff om time to time (incorpor ated by refeff rence frff om Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-32373) fiff led on November 14, 2008). Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands ated by refeff rence frff om Exhibit 10.3 to the Corp.rr Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended September 30, 2008 and fiff led on November 10, 2008). and the Investor named therein (incorpor r r Las Vegas Sands Corp.rr Non-Employee Director Defeff rred Compensation Plan (incorpor ated by refeff rence frff om Exhibit 10.88 to the Company's Annual Report on Form 10-K (File No. 001-32373) forff the year ended December 31, 2011 and fiff led on Februar ryrr 29, 2012). rr rr Amendment to Non-Employee Director Compensation Program — Increase to Annual Cash ated by refeff rence frff om Exhibit 10.3 to the Company's Quarterly Report on Retainer (incorpor Form 10-Q (File No. 001-32373) forff the three and nine months ended September 30, 2019 and fiff led on October 25, 2019). Employment Agreement, dated August 19, 2019, among Las Vegas Sands Corp., Sands, LLC and D. Zacharyrr Hudson (incorpor Company's Quarterly Report on Form 10-Q (File No. 001-32373) forff 2020 and fiff led on July 24, 2020). Las Vegas ated by refeff rence frff om Exhibit 10.2 to the the quarter ended June 30, r r Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Vegas Sands, LLC and Robert G. Goldstein (incorpor Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 24, 2021). Las ated by refeff rence frff om Exhibit 10.1 to the r r Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Vegas Sands, LLC and Patrick Dumont (incorpor Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 24, 2021). Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Vegas Sands, LLC and Randy A. Hyzak (incorpor Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 24, 2021). Las ated by refeff rence frff om Exhibit 10.2 to the Las ated by refeff rence frff om Exhibit 10.3 to the rr r r r Las Vegas Sands, LLC and D. Zacharyrr Hudson (incorpor First Amendment to Employment Agreement, dated March 24, 2021, among Las Vegas Sands Corp., ated by refeff rence frff om Exhibit rr 10.4 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 24, 2021). Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., ated by refeff rence frff om Exhibit 10.1 rr to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 3, 2021). Pioneer OpCo, LLC and VICI Properties L.P. (incorpor r r Form of Term Loan Credit and Security Agreement, by and among Las Vegas Sands Corp., r Pioneer OpCo, LLC, Pioneer HoldCo, LLC and the Guarantors party thereto (incorpor ated by refeff rence frff om Exhibit 10.2 to the Company’s current report on Form 8-K (File No. 001-32373) fiff led on March 3, 2021). r Subordinated Term Loan Agreement, dated as of July 11, 2022, by and between Sands China Ltd., ated by refeff rence frff om as the Borrower, and Las Vegas Sands Corp., the Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) forff quarter ended June 30, 2022 and fiff led on July 22, 2022). Concession Contract forff the Operation of Casino Games of Chance in the Macao Special Administrative Region, dated as of December 16, 2022, by and between the Macao Special Administrative Region and Venetian Macau Limited. as the Lender (incorpor rr r Deed of Reversion (The Londoner Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Orient Limited and the Macao Special Administrative Region. Handover Deed, dated as of December 30, 2022, by and between Venetian Macau Limited and the Macao Special Administrative Region. 139 Exhibit No. 10.54†† 10.55†† 10.56†† 21.1* 23.1* 23.2* 31.1* 31.2* 32.1++ 32.2++ 101* 104 Description of Document r and Pioneer OpCo, LLC (incorpor ryrr 23, 2022, by and among ated by refeff rence frff om Exhibit 10.2 to the quarter ended March Post-Closing Contingent Lease Support Agreement, dated as of Februarr Las Vegas Sands Corp.rr the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) forff 31, 2022 and fiff led on April 29, 2022). Term Loan Credit and Security Agreement, dated as of Februar ryrr 23, 2022, by and among Pioneer HoldCo, LLC, Pioneer OpCo, LLC as Borrower, the Guarantors party thereto, and Las Vegas ated by refeff rence frff om Exhibit 10.3 to the Company’s Quarterly Report on Sands Corp.r r (incorpor Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2022 and fiff led on April 29, 2022). Letter Agreement, dated as of March 29, 2022, by and between Marina Bay Sands Pte. Ltd., and ated by refeff rence frff om Exhibit 10.4 to the Company’s Singapor a Quarterly Report on Form 10-Q (File No. 001-32373) forff the quarter ended March 31, 2022 and fiff led on April 29, 2022). e Tourism Board (incorpor rr Subsidiaries of Las Vegas Sands Corp.r Consent of Deloitte & Touche LLP. Consent of Haiwen & Partners Certififf cation of the Chief Executive Offff iff cer pursuant to Section 302 of the Sarbar nes-Oxley Act of 2002. Certififf cation of the Chief Financial Offff iff cer pursuant to Section 302 of the Sarbar nes-Oxley Act of 2002. Certififf cation of Chief Executive Offff iff cer of Las Vegas Sands Corp.r Section 1350, as adopted pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002. Certififf cation of Chief Financial Offff iff cer of Las Vegas Sands Corp.rr Section 1350, as adopted pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002. the The folff year ended December 31, 2022, forff matted in Inline Extensible Business Reporting Language ("iXBRL"): (i) Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) Consolidated the years ended December 31, 2022, 2021 and 2020, (iii) Statements of Operations forff the years ended December 31, Consolidated Statements of Comprehensive Income (Loss) forff the years ended December 31, 2022, 2021 and 2020, (iv) Consolidated Statements of Equity forff 2022, 2021 and 2020, (v) Consolidated Statements of Cash Flows forff the years ended December 31, 2022, 2021 and 2020, and (vi) Notes to Consolidated Financial Statements. Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. lowing fiff nancial inforff mation frff om the Company’s Annual Report on Form 10-K forff pursuant to 18 U.S.C. to 18 U.S.C. pursuant _________________________ * ** Filed herewith. lowing Deeds of Reversion are substantially identical in all material respects, except as to the The folff subject property, to the Deed of Reversion that is fiff led as Exhibit 10.52 hereto and are being omitted in reliance on Instrucr tion 2 to Item 601 of Regulation S-K: Deed of Reversion (The Venetian Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region. Deed of Reversion (The Parisian Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region. Deed of Reversion (The Four Seasons Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region. 140 † †† + ++ Deed of Reversion (The Sands Macao), dated as of December 30, 2022, by and among Venetian Macau Limited, Venetian Cotai Limited, Venetian Orient Limited and Cotai Strip Lot 2 Apart Hotel (Macau) Limited and the Macao Special Administrative Region. Certain identififf ed inforff mation has been redacted frff om the exhibit in accordance with Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as appl icabla e a Certain schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Denotes a management contract or compensatoryrr plan or arrangement. This exhibit will not be deemed "fiff led" forff as amended, or otherwise subject to the liabia lity of that section. Such exhibit shall not be deemed incorpor rr of 1934, as amended. ated into any fiff ling under the Securities Act of 1933, as amended, or the Securities Exchange Act es of Section 18 of the Securities Exchange Act of 1934, rr purpos ITEM 16. — FOFF ROO MRR 10-K- SUMUU MMM AMM RY None. 141 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES Februarr ryrr 3, 2023 LAS VEGAS SANAA DS CORP. /S/ ROBERT G. GOLDSTEIN Robert G. Goldstein, Chairman of the Board and Chief Executive Offff iff cer Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has cities and on the dates lowing persons on behalf of the registrant and in the capaa been signed below by the folff indicated. Signature Title Date /S/ ROBERT G. GOLDSTEIN Robert G. Goldstein /S/ PATRICK DUMONT Patrick Dumont /S/ IRWIN CHAFETZ Irwin Chafeff tz /S/ MICHELINE CHAU Micheline Chau /S/ CHARLES D. FORMANAA Charles D. Forman /S/ NORAR M. JORDANAA Nora M. Jordan /S/ LEWIS KRAR MER Lewis KrK amer /S/ DAVID F. LEVI David F. Levi /S/ YIBING MAO Yibing Mao /S/ RARR NAA DY HYZAK Randy Hyzak Chairman of the Board, Chief Executive Offff iff cer and Director (Principal Executive Offff iff cer) Februar ryrr 3, 2023 President, Chief Operating Offff iff cer and Director Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Februar ryrr 3, 2023 Director Director Director Director Director Director Director Executive Vice President and Chief Financial Offff iff cer (Principal Financial Offff iff cer and Principal Accounting Offff iff cer) 142 LAS VEGAS SANDS CORP. CERTIFICATIONS I, Robert G. Goldstein, certifyff that: 1. I have reviewed this annual report on Form 10-K of Las Vegas Sands Corp.; rr Exhibit 31.1 2. Based on my knowledge, this report does not contain any untruerr statement of a material faff ct or omit to state a material to make the statements made, in light of the circumstances under which such statements were made, not faff ct necessaryrr misleading with respect to the period covered by this report; 3. Based on my knowledge, the fiff nancial statements, and other fiff nancial inforff mation included in this report, faff irly present , the periods in all material respects the fiff nancial condition, results of operations and cash flff ows of the registrant as of,ff and forff presented in this report; 4. The registrant’s other certifyiff ng offff iff cer(s) and I are responsible forff establa ishing and maintaining disclosure controls and procedures (as defiff ned in Exchange Act RulRR es 13a-15(e) and 15d-15(e)) and internal control over fiff nancial reporting (as defiff ned in Exchange Act RulRR es 13a-15(f)ff and 15d-15(f)ff ) forff the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material inforff mation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over fiff nancial reporting, or caused such internal control over fiff nancial reporting to be designed under our supervision, to provide reasonabla e assurance regarding the reliabia lity of fiff nancial reporting and the preparation of fiff nancial statements forff es in accordance with generally accepted accounting principles; external purpos rr (c) Evaluated the effff eff ctiveness of the registrant’s disclosure controls and procedures and presented in this report the effff eff ctiveness of the disclosure controls and procedures, as of the end of the period covered by this our conclusions about a report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over fiff nancial reporting that occurred th fiff scal quarter in the case of an annual report) that has during the registrant’s most recent fiff scal quarter (the registrant’s four materially affff eff cted, or is reasonabla y likely to materially affff eff ct, the registrant’s internal control over fiff nancial reporting; and ff 5. The registrant’s other certifyiff ng offff iff cer(s) and I have disclosed, based on our most recent evaluation of internal control over fiff nancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons perforff ming the equivalent func tions): ff (a) All signififf cant defiff ciencies and material weaknesses in the design or operation of internal control over fiff nancial reporting which are reasonabla y likely to adversely affff eff ct the registrant’s abia lity to record, process, summarize and report fiff nancial inforff mation; and (b) Any frff aud, whether or not material, that involves management or other employees who have a signififf cant role in the registrant’s internal control over fiff nancial reporting. Date: Februarr ryrr 3, 2023 By: /S/ ROBERT G. GOLDSTEIN Robert G. Goldstein Chief Executive Offff iff cer (Principal Executive Offff iff cer) LAS VEGAS SANDS CORP. CERTIFICATIONS I, Randy Hyzak, certifyff that: 1. I have reviewed this annual report on Form 10-K of Las Vegas Sands Corp.; rr Exhibit 31.2 2. Based on my knowledge, this report does not contain any untruerr statement of a material faff ct or omit to state a material to make the statements made, in light of the circumstances under which such statements were made, not faff ct necessaryrr misleading with respect to the period covered by this report; 3. Based on my knowledge, the fiff nancial statements, and other fiff nancial inforff mation included in this report, faff irly present , the periods in all material respects the fiff nancial condition, results of operations and cash flff ows of the registrant as of,ff and forff presented in this report; 4. The registrant’s other certifyiff ng offff iff cer(s) and I are responsible forff establa ishing and maintaining disclosure controls and procedures (as defiff ned in Exchange Act RulRR es 13a-15(e) and 15d-15(e)) and internal control over fiff nancial reporting (as defiff ned in Exchange Act RulRR es 13a-15(f)ff and 15d-15(f)ff ) forff the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material inforff mation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over fiff nancial reporting, or caused such internal control over fiff nancial reporting to be designed under our supervision, to provide reasonabla e assurance regarding the reliabia lity of fiff nancial reporting and the preparation of fiff nancial statements forff es in accordance with generally accepted accounting principles; external purpos rr (c) Evaluated the effff eff ctiveness of the registrant’s disclosure controls and procedures and presented in this report the effff eff ctiveness of the disclosure controls and procedures, as of the end of the period covered by this our conclusions about a report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over fiff nancial reporting that occurred th fiff scal quarter in the case of an annual report) that has during the registrant’s most recent fiff scal quarter (the registrant’s four materially affff eff cted, or is reasonabla y likely to materially affff eff ct, the registrant’s internal control over fiff nancial reporting; and ff 5. The registrant’s other certifyiff ng offff iff cer(s) and I have disclosed, based on our most recent evaluation of internal control over fiff nancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons perforff ming the equivalent func tions): ff (a) All signififf cant defiff ciencies and material weaknesses in the design or operation of internal control over fiff nancial reporting which are reasonabla y likely to adversely affff eff ct the registrant’s abia lity to record, process, summarize and report fiff nancial inforff mation; and (b) Any frff aud, whether or not material, that involves management or other employees who have a signififf cant role in the registrant’s internal control over fiff nancial reporting. Date: Februarr ryrr 3, 2023 By: /S/ RAR NAA DY HYZAK Randy Hyzak Executive Vice President and Chief Financial Offff iff cer (Principal Financial Offff iff cer) CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K forff the year ended December 31, 2022 as fiff led by Las Vegas Sands Corp.r with the Securities and Exchange Commission on the date hereof (the “Report”), I certifyff pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002, that: (1) The Report fulff ly complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The inforff mation contained in the Report faff irly presents, in all material respects, the fiff nancial condition and results of operations of Las Vegas Sands Corp.r Exhibit 32.1 Date: Februarr ryrr 3, 2023 By: /S/ ROBERT G. GOLDSTEIN Robert G. Goldstein Chief Executive Offff iff cer (Principal Executive Offff iff cer) CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K forff the year ended December 31, 2022 as fiff led by Las Vegas Sands Corp.r with the Securities and Exchange Commission on the date hereof (the “Report”), I certifyff pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002, that: (1) The Report fulff ly complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The inforff mation contained in the Report faff irly presents, in all material respects, the fiff nancial condition and results of operations of Las Vegas Sands Corp.r Exhibit 32.2 Date: Februarr ryrr 3, 2023 By: /S/ RARR NAA DY HYZAK Randy Hyzak Executive Vice President and Chief Financial Offff iff cer (Principal Financial Offff iff cer) BOARD OF DIRECTORS SENIOR CORPORATE OFFICERS PROPERTY LOCATIONS Robert G. Goldstein Chairman of the Board, Chief Executive Officer & Director Patrick Dumont President, Chief Operating Officer & Director Randy Hyzak Executive Vice President & Chief Financial Officer D. Zachary Hudson Executive Vice President, Global General Counsel & Secretary Macao (SAR), China Sands® Macao The Venetian® Macao Resort Hotel The Plaza® Macao, Cotai Strip Four Seasons® Hotel Macao, Cotai Strip(1) The Grand Suites at Four Seasons® (1) The Londoner Macao® Conrad® Macao, Cotai Central(1) Sheraton® Grand Macao Hotel, Cotai Central(1) St. Regis® Macao, Cotai Central(1) The Londoner® Macao Hotel Londoner Court The Parisian Macao® Singapore Marina Bay Sands® Robert G. Goldstein Chairman of the Board, Chief Executive Officer, Las Vegas Sands Corp. Patrick Dumont President, Chief Operating Officer, Las Vegas Sands Corp. Irwin Chafetz Manager, The Interface Group, LLC Micheline Chau Retired President, Chief Operating Officer & Executive Director, Lucasﬁlm Ltd. Charles D. Forman Retired Chairman & Chief Executive Officer, Centric Events Group, LLC Nora M. Jordan Senior Counsel, Davis Polk & Wardwell LLP Lewis Kramer Retired Partner, Ernst & Young LLP David F. Levi Levi Family Professor of Law & Director, Dean Emeritus, Duke Law School STOCK TRANSFER INFORMATION American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 TRADING SYMBOL Traded on the New York Stock Exchange under the symbol: LVS (1) FOUR SEASONS, CONRAD, SHERATON, and ST. REGIS are registered trademarks of their respective owners and are used under license. The remaining marks are owned by Las Vegas Sands Corp. and are registered in one or more jurisdictions. ANNUAL REPORTS Copies of this Annual Report and the Company’s Annual Report on Form 10-K may be obtained at no charge by writing: Las Vegas Sands Corp. c/o Investor Relations 5500 Haven Street Las Vegas, NV 89119 MACAO | SINGAPORE Corporate Headquarters 5500 Haven Street Las Vegas, NV 89119 702.923.9000 sands.com On the cover: The Venetian Macao

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