What the changes say
- Increased focus on expanding regional competition from Asian gaming jurisdictions like Thailand and Japan.
- Heightened concern over sophisticated global cybersecurity threats and potential data breaches.
- Ongoing dependence on key senior executives and tightening labor markets in Macao and Singapore.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Korea and Vietnam. In addition, certain countries, such as Japan, have legalized casino gaming, while others, such as Thailand, may in the future legalize casino gaming
Competition from new gaming jurisdictions like Thailand, Japan, and Vietnam could draw customers away from our properties.
- NewRisks Related to Stock Ownership and Stockholder Matters
inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data
Sophisticated criminal cyber-attacks could compromise customer data and result in regulatory fines, lawsuits, or system downtime.
Dropped
- DroppedRisks Related to Our Business
VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas
- DroppedRisks Related to Stock Ownership and Stockholder Matters
authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed
Reworded
- 84% rewrittenRisks Related to Stock Ownership and Stockholder Matters
We depend on the continued services of key personnel
Added emphasis on the difficulty of retaining key personnel due to growing industry competition.
Was: We depend on the continued services of key officers
- 66% rewrittenRisks Related to Stock Ownership and Stockholder Matters
The licensing of our trademarks to third parties could result in reputational harm for us
Clarified that trademark licensing risks apply to retained businesses operating under the Venetian and Palazzo brands.
- 63% rewrittenRisks Related to Stock Ownership and Stockholder Matters
Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business
Expanded data protection scope to include internal information regarding vendors alongside employees.
- 60% rewrittenRisks Related to Our Business
Our operations face significant competition, which may increase in the future
Added the risk that strategic changes and patron incentives in Macao might fail to maintain market share against regional competitors.
- 41% rewrittenRisks Related to Stock Ownership and Stockholder Matters
We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor
Expanded labor constraints and government hiring policies to include Singapore alongside Macao.
- 40% rewrittenRisks Related to Our Business
We have had the benefit of a corporate 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 will continue to benefit from this tax exemption through December 31, 2027
Updated to reflect that an extension request for the Macao shareholder dividend tax agreement was submitted on January 19, 2026.
- 39% rewrittenRisks Related to Stock Ownership and Stockholder Matters
We are subject to changes in tax laws and regulations
Refined wording regarding tax rule changes by removing indirect tax references from certain government entities.
- 23% rewrittenRisks Related to Our Business
Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations
Removed water shortages from the listed physical effects of climate change.
All 36 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy
- 02Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations23% rewritten
- 03Our business is sensitive to the willingness of our customers to travel
- 04We are subject to extensive regulations that govern our operations in any jurisdiction where we operate
- 05Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate
- 06We are primarily dependent upon our Asia properties for all of our cash flow. Given our operations are conducted primarily at properties in Macao and Singapore and a large portion of our planned development is in Macao and Singapore, we are subject to greater risk than if we were more diversified
- 07Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations
- 08Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our Singapore debt is secured by liens on substantially all of the assets of our Singapore operations
- 09We are subject to fluctuations in foreign currency exchange rates
- 10We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons
- 11Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings
- 12We face the risk of fraud and cheating
- 13Our operations face significant competition, which may increase in the future60% rewritten
- 14Korea and Vietnam. In addition, certain countries, such as Japan, have legalized casino gaming, while others, such as Thailand, may in the future legalize casino gamingNew
- 15Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful
- 16Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows
- 17There are significant risks associated with our current and planned construction projects
- 18Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us
- 19The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted
- 20The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face
- 21Conducting business in Macao and Singapore has certain political and economic risks
- 22We have had the benefit of a corporate 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 will continue to benefit from this tax exemption through December 31, 202740% rewritten
- 23We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi
Risks Related to Stock Ownership and Stockholder Matters
- 24The interests of our principal stockholders in our business may be different from yours
- 25Conflicts of interest may arise because certain of our directors and officers are also directors of SCL
- 26We depend on the continued services of key personnel84% rewritten
- 27We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor41% rewritten
- 28Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business63% rewritten
- 29inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of dataNew
- 30We may fail to establish and protect our IP rights and could be subject to claims of IP infringement
- 31The licensing of our trademarks to third parties could result in reputational harm for us66% rewritten
- 32Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future
- 33We are subject to changes in tax laws and regulations39% rewritten
- 34Because we own real property, we are subject to environmental regulation
- 35We are subject to risks from litigation, investigations, enforcement actions and other disputes
- 36We could be negatively impacted by environmental, social and governance and sustainability matters
Other Las Vegas Sands 10-Ks
- FY2024 10-K risk factors36 risks
Concentrated exposure to Asia operations in Macao and Singapore dominates this risk profile.
Filed Feb 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.