LVS 10-K Annual Report Dec. 31, 2022 | Alphaminr
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LVS 10-K Fiscal year ended Dec. 31, 2022

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LAS VEGAS SANDS CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1AItem 1B. Unresolved Staff CommentsItem 1BItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7AItem 8. Financial Statements and Supplementary DataNote 1 Organization and Business Of CompanyNote 2 Summary Of Significant Accounting PoliciesNote 3 Discontinued OperationsNote 4 Loan ReceivableNote 5 Restricted Cash and Cash EquivalentsNote 6 Accounts Receivable, NetNote 7 Property and Equipment, NetNote 8 Leasehold Interests in Land, NetNote 9 Intangible Assets, NetNote 10 Other Accrued LiabilitiesNote 11 Derivative InstrumentsNote 12 Long-term DebtNote 13 EquityNote 14 Income TaxesNote 15 Fair Value DisclosuresNote 16 LeasesNote 17 Commitments and ContingenciesNote 18 Stock-based Employee CompensationNote 19 Related Party TransactionsNote 20 Segment InformationNote 21 Selected Quarterly Financial Results (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9AItem 9B. Other InformationItem 9BItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9CPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10Item 11. Executive CompensationItem 11Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12Item 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13Item 14. Principal Accountant Fees and ServicesItem 14Part IVItem 15. Exhibits and Financial Statement SchedulesItem 15Item 16. Form 10-k SummaryItem 16

Exhibits

2.1 Purchase and Sale Agreement dated as of March 2, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 3, 2021). 2.2 Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp. and VICI Properties L.P. (incorporated by reference from Exhibit 2.2 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 3, 2021). 2.3 Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit2.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September 30, 2021 and filed on October 22, 2021). 2.4 Amendment to Letter Agreement, dated as of October 7, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit2.2to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September 30, 2021 and filed on October 22, 2021). 3.1 Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit3.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2018 and filed on July 25, 2018). 3.2 Second Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October 20, 2020 (incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2020 and filed on October 23, 2020). 3.3 Amendments to the Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October 18, 2022(incorporated by reference from Exhibit3.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed onOctober 24, 2022). 4.1 Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit4.1 to the Company's Amendment No.2 to Registration Statement on Form S-1 (File No.333-118827) filed on November22, 2004). 4.2 Indenture, dated as of August 9, 2018, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 10, 2018). 4.3 Forms of 4.600% Senior Notes due 2023, 5.125% Senior Notes due 2025 and 5.400% Senior Notes due 2028 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 10, 2018). 4.4 Indenture, dated as of June 4, 2020, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on June 5, 2020). 4.5 Forms of 3.800% Senior Notes due 2026 and 4.375% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Companys current report on Form 8-K (File No. 001-32373) filed on June 5, 2020). 4.6 Indenture, dated as of September 23, 2021, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 23, 2021). 4.7 Forms of 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior Notes due 2031 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Companys current report on Form 8-K (File No. 001-32373) filed on September 23, 2021). 4.8 Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.9 First Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.200% Notes due 2024 (incorporated by reference from Exhibit 4.2 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.10 Form of Las Vegas Sands Corp.s 3.200% Notes due 2024 (included in Exhibit 4.5 hereto) (incorporated by reference from Exhibit 4.3 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.11 Second Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.500% Notes due 2026 (incorporated by reference from Exhibit 4.4 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.12 Form of Las Vegas Sands Corp.s 3.500% Notes due 2026 (included in Exhibit 4.7 hereto) (incorporated by reference from Exhibit 4.5 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.13 Third Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.900% Notes due 2029 (incorporated by reference from Exhibit 4.6 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.14 Form of Las Vegas Sands Corp.s 3.900% Notes due 2029 (included in Exhibit 4.9 hereto) (incorporated by reference from Exhibit 4.7 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.15 Fourth Supplemental Indenture, dated as of November 25, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 2.900% Notes due 2025 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019). 4.16 Form of Las Vegas Sands Corp.s 2.900% Notes due 2025 (included in Exhibit 4.11 hereto). (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019). 4.17 Description of Capital Stock (incorporated by reference from Exhibit 4.13 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2019 and filed on February 7, 2020). 10.1 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 (incorporated by reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.2 Waiver and Amendment Request Letter, dated March 27, 2020, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands ChinaLtd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 27, 2020). 10.3 Waiver Extension and Amendment Request Letter, dated September 11, 2020, with respect to the Facility Agreement, dated as of November 20, 2018 by and among Sands ChinaLtd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 11, 2020). 10.4 Waiver Extension and Amendment Request Letter, dated July 7, 2021, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands ChinaLtd., as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on July 7, 2021). 10.5 Waiver Extension and Amendment Request Letter, dated November 30, 2022, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands ChinaLtd, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on November 30, 2022) 10.6 Revolving Credit Agreement, dated as of August 9, 2019, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent and Issuing Bank (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 12, 2019). 10.7 Amendment No. 1 to Revolving Credit Agreement, dated as of September 23, 2020, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 23, 2020). 10.8 Amendment No. 2 to Revolving Credit Agreement, dated as of September 3, 2021, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 3, 2021). 10.9 Amendment No. 3 to Revolving Credit Agreement, dated asofDecember 7, 2021, by and between Las Vegas Sands Corp. and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on December 7, 2021). 10.10 Amendment No. 4 to Revolving Credit Agreement, dated as of January 30, 2023, by and between Las Vegas Sands Corp. and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on January 31 , 2023). 10.11 Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June30, 2012 and filed on August9, 2012). 10.12 Amendment and Restatement Agreement dated as of August29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. ("DBS"), Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014 and filed on November 5, 2014). 10.13 Second Amendment and Restatement Agreement dated as of March 14, 2018, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013 and further amended and restated by an amendment and restatement agreement dated August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd. as agent and security trustee (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.14 Third Amendment and Restatement Agreement, dated as of August 30, 2019, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto and DBS Bank Ltd., as agent and security trustee and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on September 4, 2019). 10.15 Fourth Amendment and Restatement Agreement, dated as of February 9, 2022, among Marina Bay Sands Pte. Ltd., as borrower, and DBS Bank Ltd., as agent and security trustee (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on February 14, 2022). 10.16 Amendment Letter, dated June 18, 2020, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on June 19, 2020). 10.17 Amendment Letter, dated September 7, 2021, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 7, 2021). 10.18 Land Concession Agreement, dated as of December10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company's Amendment No.1 to Registration Statement on FormS-1 (File No.333-118827) dated October25, 2004). 10.19 Amendment, published on April23, 2008, to Land Concession Agreement, dated as of December10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2008 and filed on May9, 2008). 10.20 Land Concession Agreement, dated as of April 10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2007 and filed on May10, 2007). 10.21 Amendment published on October29, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit10.5 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2008 and filed on November10, 2008). 10.22 Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.23 Amendment, published on October 22, 2014, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.24 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 (incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.25 Development Agreement, dated August23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2006 and filed on November9, 2006). 10.26 Supplement to Development Agreement, dated December11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit10.76 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2009 and filed on March1, 2010). 10.27 Development Agreement, dated April 3, 2019, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and six months ended June 30, 2019 and filed on July 24, 2019). 10.28+ Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.29+ Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on May 20, 2019). 10.30+ Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.31+ Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.32+ Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.51 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2010 and filed on March1, 2011). 10.33+ Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.34+ Form of Director Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.35+ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.36+ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (with deferred settlement) (incorporated by reference from Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.37+ Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.38+ Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373 for the quarter ended June 30, 2018 and filed on July 25, 2018). 10.39 Second Amended and Restated Registration Rights Agreement, dated as of November14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference from Exhibit10.2 to the Company's Current Report on Form8-K (File No. 001-32373) filed on November14, 2008). 10.40 Investor Rights Agreement, dated as of September30, 2008, by and between Las Vegas Sands Corp. and the Investor named therein (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2008 and filed on November10, 2008). 10.41+ Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit10.88 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2011 and filed on February29, 2012). 10.42+ Amendment to Non-Employee Director Compensation Program Increase to Annual Cash Retainer (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and nine months ended September 30, 2019 and filed on October 25, 2019). 10.43+ Employment Agreement, dated August 19, 2019, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2020 and filed on July 24, 2020). 10.44+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 24, 2021). 10.45+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Patrick Dumont (incorporated by reference from Exhibit 10.2 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 24, 2021). 10.46+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Randy A. Hyzak (incorporated by reference from Exhibit 10.3 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 24, 2021). 10.47+ First Amendment to Employment Agreement, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson (incorporated by reference from Exhibit 10.4 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 24, 2021). 10.48 Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 3, 2021). 10.49 Form of Term Loan Credit and Security Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC, Pioneer HoldCo, LLC and the Guarantors party thereto (incorporated by reference from Exhibit 10.2 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 3, 2021). 10.50 Subordinated Term Loan Agreement, dated as of July 11, 2022, by and between Sands China Ltd., as the Borrower, and Las Vegas Sands Corp., as the Lender (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2022 and filed on July 22, 2022). 10.51* Concession Contract for the Operation of Casino Games of Chance in the Macao Special Administrative Region, dated as of December 16, 2022, by and between the Macao Special Administrative Region and Venetian Macau Limited. 10.52** Deedof Reversion(The Londoner Macao), dated as of December 30, 2022, by and among Venetian Macau Limited,Venetian Orient Limitedand the Macao Special Administrative Region. 10.53* Handover Deed, dated as of December 30, 2022, by and between Venetian Macau Limited and the Macao Special Administrative Region. 10.54 Post-Closing Contingent Lease Support Agreement, dated as of February 23, 2022, by and among Las Vegas Sands Corp. and Pioneer OpCo, LLC (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2022 and filed on April 29, 2022). 10.55 Term Loan Credit and Security Agreement, dated as of February 23, 2022, by and among Pioneer HoldCo, LLC, Pioneer OpCo, LLC as Borrower, the Guarantors party thereto, and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2022 and filed on April 29, 2022). 10.56 Letter Agreement, dated as of March 29, 2022, by and between Marina Bay Sands Pte. Ltd., and Singapore Tourism Board (incorporated by reference from Exhibit 10.4to the Companys Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2022 and filed on April 29, 2022). 21.1* Subsidiaries of Las Vegas Sands Corp. 23.1* Consent of Deloitte & Touche LLP. 23.2* Consent of Haiwen & Partners 31.1* Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1++ Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2++ Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.