Item 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements:
Reports of Independent Registered Public Accounting Firm	75
Consolidated Balance Sheets at December 31, 2015 and 2014	77
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015	78
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2015	79
Consolidated Statements of Equity for each of the three years in the period ended December 31, 2015	80
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015	81
Notes to Consolidated Financial Statements	83
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts	145

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 26, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 26, 2016 expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 26, 2016

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2015				2014
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	2,179,490			$	3,506,319
Restricted cash and cash equivalents	7,901				6,566
Accounts receivable, net	1,267,848				1,510,772
Inventories	42,573				41,674
Prepaid expenses and other	111,438				125,168
Total current assets	3,609,250				5,190,499
Property and equipment, net	15,731,638				15,372,474
Deferred financing costs, net	169,693				205,596
Deferred income taxes, net	23,681				24,076
Leasehold interests in land, net	1,262,132				1,353,090
Intangible assets, net	71,586				86,260
Other assets, net	119,441				122,052
Total assets	$	20,987,421			$	22,354,047
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	110,408			$	112,721
Construction payables	364,136				270,929
Accrued interest payable	1,863				7,943
Other accrued liabilities	1,694,305				1,984,444
Income taxes payable	198,056				224,201
Current maturities of long-term debt	95,367				99,734
Total current liabilities	2,464,135				2,699,972
Other long-term liabilities	113,368				124,614
Deferred income taxes	201,734				193,813
Deferred proceeds from sale of The Shoppes at The Palazzo	268,427				268,710
Deferred gain on sale of The Grand Canal Shoppes	35,130				37,968
Deferred rent from mall sale transactions	113,995				115,475
Long-term debt	9,372,645				9,892,913
Total liabilities	12,569,434				13,333,465
Commitments and contingencies (Note 13)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 830,051,259 and 829,280,328 shares issued, and 794,645,310 and 798,258,172 shares outstanding	830				829
Treasury stock, at cost, 35,405,949 and 31,022,156 shares	(2,443,036		)		(2,237,952		)
Capital in excess of par value	6,484,843				6,428,762
Accumulated other comprehensive income (loss)	(66,283		)		76,101
Retained earnings	2,840,387				2,945,846
Total Las Vegas Sands Corp. stockholders’ equity	6,816,741				7,213,586
Noncontrolling interests	1,601,246				1,806,996
Total equity	8,417,987				9,020,582
Total liabilities and equity	$	20,987,421			$	22,354,047

The accompanying notes are an integral part of these consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2015				2014				2013
	(In thousands, except share and per share data)
Revenues:
Casino	$	9,083,004			$	12,004,361			$	11,386,917
Rooms	1,469,874				1,540,420				1,380,681
Food and beverage	757,512				778,769				730,259
Mall	564,309				553,534				481,400
Convention, retail and other	539,651				548,704				515,179
	12,414,350				15,425,788				14,494,436
Less — promotional allowances	(725,889		)		(841,939		)		(724,551		)
Net revenues	11,688,461				14,583,849				13,769,885
Operating expenses:
Casino	5,113,870				6,705,534				6,483,718
Rooms	262,440				256,835				271,942
Food and beverage	402,660				392,560				369,570
Mall	61,299				69,732				73,358
Convention, retail and other	276,821				320,759				317,869
Provision for doubtful accounts	155,635				186,722				237,786
General and administrative	1,267,415				1,258,133				1,329,740
Corporate	176,169				174,750				189,535
Pre-opening	47,509				26,230				13,339
Development	10,372				14,325				15,809
Depreciation and amortization	998,919				1,031,589				1,007,468
Amortization of leasehold interests in land	38,645				40,598				40,352
Loss on disposal of assets	35,232				6,856				11,156
	8,846,986				10,484,623				10,361,642
Operating income	2,841,475				4,099,226				3,408,243
Other income (expense):
Interest income	15,085				25,643				16,337
Interest expense, net of amounts capitalized	(265,220		)		(274,181		)		(271,211		)
Other income	30,542				1,965				4,321
Loss on modification or early retirement of debt	—				(19,942		)		(14,178		)
Income before income taxes	2,621,882				3,832,711				3,143,512
Income tax expense	(236,185		)		(244,640		)		(188,836		)
Net income	2,385,697				3,588,071				2,954,676
Net income attributable to noncontrolling interests	(419,461		)		(747,442		)		(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	1,966,236			$	2,840,629			$	2,305,997
Earnings per share:
Basic	$	2.47			$	3.52			$	2.80
Diluted	$	2.47			$	3.52			$	2.79
Weighted average shares outstanding:
Basic	796,785,900				806,130,838				822,282,515
Diluted	797,596,082				808,019,219				826,316,108
Dividends declared per common share	$	2.60			$	2.00			$	1.40

The accompanying notes are an integral part of these consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
	2015				2014				2013
	(In thousands)
Net income	$	2,385,697			$	3,588,071			$	2,954,676
Currency translation adjustment, net of reclassification adjustment and before and after tax	(141,012		)		(98,414		)		(89,976		)
Total comprehensive income	2,244,685				3,489,657				2,864,700
Comprehensive income attributable to noncontrolling interests	(420,833		)		(746,710		)		(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,823,852			$	2,742,947			$	2,216,702

The accompanying notes are an integral part of these consolidated financial statements.

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				Noncontrolling Interests				Total
Balance at January 1, 2013	$	824			$	—			$	6,237,488			$	263,078			$	560,452			$	1,596,570			$	8,658,412
Net income	—				—				—				—				2,305,997				648,679				2,954,676
Currency translation adjustment	—				—				—				(89,295		)		—				(681		)		(89,976		)
Exercise of stock options	3				—				60,065				—				—				9,528				69,596
Stock-based compensation	—				—				50,162				—				—				4,156				54,318
Repurchase of common stock	—				(570,520		)		—				—				—				—				(570,520		)
Exercise of warrants	—				—				350				—				—				—				350
Dividends declared	—				—				—				—				(1,153,110		)		(411,359		)		(1,564,469		)
Distributions to noncontrolling interests	—				—				—				—				—				(11,858		)		(11,858		)
Balance at December 31, 2013	827				(570,520		)		6,348,065				173,783				1,713,339				1,835,035				9,500,529
Net income	—				—				—				—				2,840,629				747,442				3,588,071
Currency translation adjustment	—				—				—				(97,682		)		—				(732		)		(98,414		)
Exercise of stock options	2				—				49,663				—				—				5,985				55,650
Tax shortfall from stock-based compensation	—				—				(12,365		)		—				—				—				(12,365		)
Stock-based compensation	—				—				43,399				—				—				6,096				49,495
Repurchase of common stock	—				(1,667,432		)		—				—				—				—				(1,667,432		)
Disposition of interest in majority owned subsidiary	—				—				—				—				—				(487		)		(487		)
Dividends declared	—				—				—				—				(1,608,122		)		(776,570		)		(2,384,692		)
Distributions to noncontrolling interests	—				—				—				—				—				(9,773		)		(9,773		)
Balance at December 31, 2014	829				(2,237,952		)		6,428,762				76,101				2,945,846				1,806,996				9,020,582
Net income	—				—				—				—				1,966,236				419,461				2,385,697
Currency translation adjustment, net of reclassification adjustment	—				—				—				(142,384		)		—				1,372				(141,012		)
Exercise of stock options	1				—				14,772				—				—				2,103				16,876
Tax benefit from stock-based compensation	—				—				4,742				—				—				—				4,742
Conversion of equity awards to liability awards	—				—				(4,608		)		—				—				(1,963		)		(6,571		)
Stock-based compensation	—				—				41,175				—				—				6,305				47,480
Repurchase of common stock	—				(205,084		)		—				—				—				—				(205,084		)
Dividends declared	—				—				—				—				(2,071,695		)		(619,120		)		(2,690,815		)
Distributions to noncontrolling interests	—				—				—				—				—				(13,908		)		(13,908		)
Balance at December 31, 2015	$	830			$	(2,443,036	)		$	6,484,843			$	(66,283	)		$	2,840,387			$	1,601,246			$	8,417,987

The accompanying notes are an integral part of these consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2015				2014				2013
	(In thousands)
Cash flows from operating activities:
Net income	$	2,385,697			$	3,588,071			$	2,954,676
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	998,919				1,031,589				1,007,468
Amortization of leasehold interests in land	38,645				40,598				40,352
Amortization of deferred financing costs and original issue discount	44,223				50,978				56,792
Amortization of deferred gain on and rent from mall sale transactions	(4,318		)		(3,928		)		(4,944		)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	556				985				1,376
Non-cash loss on modification or early retirement of debt	—				15,345				3,255
Loss on disposal of assets	35,232				6,856				11,156
Stock-based compensation expense	45,804				48,058				53,377
Provision for doubtful accounts	155,635				186,722				237,786
Foreign exchange gain	(21,113		)		(11,842		)		(13,029		)
Excess tax benefits from stock-based compensation	(8,785		)		(3,585		)		—
Deferred income taxes	18,663				(3,235		)		(4,245		)
Changes in operating assets and liabilities:
Accounts receivable	49,293				37,411				(209,055		)
Inventories	(1,334		)		(30		)		1,113
Prepaid expenses and other	12,116				(26,667		)		(1,134		)
Leasehold interests in land	(4,398		)		(3,428		)		(47,906		)
Accounts payable	(512		)		(5,215		)		13,777
Accrued interest payable	(5,886		)		1,683				(8,608		)
Income taxes payable	(4,001		)		60,706				18,911
Other accrued liabilities	(284,465		)		(178,228		)		328,294
Net cash generated from operating activities	3,449,971				4,832,844				4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(1,328		)		270				(382		)
Capital expenditures	(1,528,642		)		(1,178,656		)		(898,111		)
Proceeds from disposal of property and equipment	1,504				1,818				32,155
Acquisition of intangible assets	—				—				(45,871		)
Net cash used in investing activities	(1,528,466		)		(1,176,568		)		(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	16,876				55,650				69,596
Excess tax benefits from stock-based compensation	8,785				3,585				—
Repurchase of common stock	(205,084		)		(1,676,802		)		(561,150		)
Proceeds from exercise of warrants	—				—				350
Dividends paid	(2,692,882		)		(2,386,657		)		(1,564,049		)
Distributions to noncontrolling interests	(13,908		)		(9,773		)		(11,858		)
Proceeds from long-term debt (Note 8)	2,089,277				2,497,725				3,183,107
Repayments of long-term debt (Note 8)	(2,397,717		)		(2,117,466		)		(3,513,032		)
Payments of deferred financing costs	(11,745		)		(88,048		)		(35,414		)
Net cash used in financing activities	(3,206,398		)		(3,721,786		)		(2,432,450		)
Effect of exchange rate on cash	(41,936		)		(28,585		)		(7,105		)
Increase (decrease) in cash and cash equivalents	(1,326,829		)		(94,095		)		1,087,648
Cash and cash equivalents at beginning of year	3,506,319				3,600,414				2,512,766
Cash and cash equivalents at end of year	$	2,179,490			$	3,506,319			$	3,600,414

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

	Year Ended December 31,
	2015				2014				2013
	(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	211,889			$	206,621			$	208,242
Cash payments for taxes, net of refunds	$	225,504			$	187,897			$	173,276
Changes in construction payables	$	93,207			$	29,369			$	(101,812	)
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	335			$	1,437			$	941
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	(2,067	)		$	(1,965	)		$	420
Change in common stock repurchase payable included in other accrued liabilities	$	—			$	(9,370	)		$	9,370
Disposition of interest in majority owned subsidiary	$	—			$	487			$	—
Property and equipment acquired under capital lease	$	871			$	—			$	2,761
Conversion of equity awards to liability awards	$	6,571			$	—			$	—

The accompanying notes are an integral part of these consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) is incorporated in Nevada and its common stock is traded on the New York Stock Exchange under the symbol “LVS.”

The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority 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 (“SEHK”). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

The Company currently owns 70.1% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 376,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 921,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Sands Cotai Central, an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). The Sands Cotai Central opened in phases, beginning in April 2012. The property features four hotel towers: the first hotel tower, consisting of approximately 650 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, consisting of approximately 1,800 rooms and suites under the Sheraton brand; the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand; and the fourth hotel tower, consisting of approximately 400 rooms and suites under the St. Regis brand. Within Sands Cotai Central, the Company also owns and currently operates approximately 370,000 square feet of gaming space, approximately 369,000 square feet of meeting space and approximately 332,000 square feet of retail space, as well as entertainment and dining facilities. The Company is constructing the remainder of the fourth tower, an apart-hotel wing that consists of approximately 1.0 million square feet of St. Regis-serviced and -branded luxury apart-hotel units and common areas, subject to Macao government approval. The total cost to complete the remainder of the tower is expected to be approximately $220 million. Upon completion of the project, the integrated resort will feature approximately 370,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater. As of December 31, 2015, the Company has capitalized costs of $4.87 billion for the entire project, including the land premium (net of amortization) and $84.1 million in outstanding construction payables.

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”), which features approximately 105,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 259,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

-branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 216,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

Singapore

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum.

United States

Las Vegas

The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP,” see “— Note 12 — Mall Sales”).

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and approximately 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

Macao

The Company is constructing The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao is intended to include a gaming area (to be operated under the Company’s gaming subconcession), a hotel with approximately 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. As with projects of this nature, the Company will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. The Company has capitalized costs of $1.65 billion, including the land premium (net of amortization) and $166.3 million in outstanding construction payables, as of December 31, 2015. In addition, the Company will be completing the development of some open areas surrounding its Cotai Strip properties.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Under the Company’s land concession for The Parisian Macao, the Company is required to complete the development by November 2016. The land concession for Sands Cotai Central contains a similar requirement that the development be completed by December 2016. Should the Company determine that it is unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, the Company would then expect to apply for another extension from the Macao government. If the Company is unable to meet the current deadlines and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $1.65 billion or $4.87 billion in capitalized construction costs and land premiums (net of amortization), as of December 31, 2015, related to The Parisian Macao and Sands Cotai Central, respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company is evaluating the highest return opportunity for the project and intends to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of December 31, 2015.

Other

The Company continues to aggressively pursue new development opportunities globally.

Capital Financing Overview

Through December 31, 2015, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

The Company held unrestricted cash and cash equivalents of $2.18 billion and restricted cash and cash equivalents of $7.9 million as of December 31, 2015. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In April 2015, the Company entered into a joinder agreement to the 2011 VML Credit Facility, under which certain lenders agreed to provide term loan commitments of $1.0 billion (see “— Note 8 — Long-term Debt — Macao Related Debt — 2011 VML Credit Facility”).

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

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The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.

As of December 31, 2015 and 2014, the Company’s joint ventures had total assets of $79.4 million and $85.0 million, respectively, and total liabilities of $148.4 million and $130.6 million, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to its junkets in Macao, which receivables can be offset against commissions payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on an analysis of the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and the Company applies standard reserve percentages to aged account balances under the specified dollar amount. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage, retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the weighted average and specific identification methods.

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Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 20 years
Leasehold improvements	3 to 10 years
Transportation	5 to 20 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future 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 useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of the Company’s asset groups, the Company considers all potential cash flow scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of the Company’s asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of these asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

During the years ended December 31, 2015, 2014 and 2013, no assets were impaired.

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Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2015, 2014 and 2013, the Company capitalized interest expense of $27.5 million, $9.3 million and $4.7 million, respectively.

During the years ended December 31, 2015, 2014 and 2013, the Company capitalized approximately $31.1 million, $32.6 million and $24.2 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Leasehold interests in land represent payments made for 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.

Indefinite Useful Life Assets

Assets with indefinite useful lives are regularly assessed to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing the impairment analysis, the Company may first conduct a qualitative assessment to determine whether it is “more-likely-than-not” that the asset is impaired. If the Company elects to perform a qualitative assessment and it is determined that it is “more-likely-than-not” that the asset is impaired after assessing the qualitative factors, the Company then performs an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the fair value of the asset exceeds the carrying amount, no impairment is recognized. If the fair value of the asset does not exceed the carrying amount, an impairment will be recognized in an amount equal to the difference.

As of December 31, 2015, the Company had assets of $50.0 million and $16.5 million related to its Sands Bethlehem gaming license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31, 2015 and 2013, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions. The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived intangible assets were impaired. For the year ended December 31, 2014, the Company elected to perform a quantitative analysis given that the last quantitative analysis performed was during the year ended December 31, 2011. The fair value of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

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Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate. No impairment charge related to these assets was recorded for the years ended December 31, 2015, 2014 and 2013.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer and are included in convention, retail and other revenues. Mall revenue is primarily generated from base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined 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 thresholds are met. Convention revenues are recognized when the related service is rendered or the event is held.

In accordance with industry practice, the retail value of rooms, food and beverage, and other services furnished to the Company’s guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Rooms	$	407,886			$	463,920			$	366,353
Food and beverage	215,051				243,605				222,195
Convention, retail and other	102,952				134,414				136,003
	$	725,889			$	841,939			$	724,551

The estimated departmental cost of providing such promotional allowances, which is included primarily in casino operating expenses, is as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Rooms	$	90,021			$	100,353			$	88,379
Food and beverage	157,813				176,883				167,223
Convention, retail and other	80,760				100,618				88,214
	$	328,594			$	377,854			$	343,816

Gaming Taxes

The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes, including the goods and services tax in Singapore, are an assessment on the Company’s gaming revenue and are recorded as a casino expense in the accompanying consolidated statements of operations. These taxes were $3.31 billion, $4.65 billion and $4.54 billion for the years ended December 31, 2015, 2014 and 2013, respectively.

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Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points primarily based on gaming activity and such points can be redeemed for cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services primarily as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs included in the accompanying consolidated statements of operations were $124.5 million, $140.4 million and $117.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, legal fees, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. The balance of accumulated other comprehensive income (loss) consisted solely of foreign currency translation adjustments. During the year ended December 31, 2015, a $5.3 million gain related to the dissolution of a wholly owned foreign subsidiary was reclassified from accumulated other comprehensive income (loss) and comprehensive income to net income. This amount is included in other income in the accompanying consolidated statements of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Year Ended December 31,
	2015			2014			2013
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	796,785,900			806,130,838			822,282,515
Potential dilution from stock options, warrants and restricted stock and stock units	810,182			1,888,381			4,033,593
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	797,596,082			808,019,219			826,316,108
Antidilutive stock options excluded from the calculation of diluted earnings per share	6,120,516			6,024,025			4,455,109

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation cost is measured at the grant date, based on the calculated fair 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 fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring, and tax planning strategies.

The Company recorded valuation allowances on the net deferred tax assets of certain foreign jurisdictions of $195.8 million and $215.2 million, as of December 31, 2015 and 2014, respectively, and a valuation allowance on certain deferred tax assets of its U.S. operations of $3.11 billion and $2.27 billion as of December 31, 2015 and 2014, respectively, which increased during the current year primarily due to an increase in U.S. foreign tax credits. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance in the period such determination is made.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by

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determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Accounting for Derivative Instruments and Hedging Activities

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be designated as a hedge of specific financial exposures. The accounting for changes in fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, on its effectiveness as a hedge. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings and foreign currency exchange rate risk associated with operations of its foreign subsidiaries. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps, forward contracts and similar instruments. The Company employs such financial instruments pursuant to this policy, none of which are currently designated as hedges. As such, all gains and losses are recognized in other income (expense). Depending on its classification and position at the end of the reporting period, each derivative is reported as prepaid expenses and other; other assets, net; other accrued liabilities; or other long-term liabilities, as applicable, in the accompanying consolidated balance sheets. See "— Note 11 — Fair Value Measurements" for additional disclosures regarding derivatives.

Recent Accounting Pronouncements

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2017, with early application permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

In April 2015, the FASB issued an accounting standard update to simplify the presentation of debt issuance costs. The update requires that debt issuance costs be reported as a deduction of the face amount of the related debt (rather than as an asset) and that the amortization of debt issuance costs continue to be reported as interest expense. In August 2015, the FASB issued an accounting standard update to clarify that this guidance is not required to be applied to line-of-credit arrangements. The amendments do not affect the guidance on the recognition and measurement of debt issuance costs. The guidance will be required to be applied on a retrospective basis and will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this guidance will not have a material effect on the Company's financial condition, results of operations and cash flows.

In July 2015, the FASB issued an accounting standard update that requires inventory measured using any method other than last-in, first-out or the retail inventory method, to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. If the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss during the period in which it occurs. The guidance is effective for fiscal years beginning

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after December 15, 2016, and should be applied prospectively, with early adoption permitted. The adoption of this guidance will not have a material effect on the Company’s financial condition, results of operations and cash flows.

In November 2015, the FASB issued an accounting standard update to simplify the presentation of deferred income taxes. The update requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented, with early adoption permitted. The Company adopted this guidance retrospectively as of December 31, 2015 (see "— Reclassification" and “— Note 10 — Income Taxes”). The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations and cash flows.

In February 2016, the FASB issued an accounting standard update on leases, which requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

Reclassification

To be consistent with the current year presentation, the Company retrospectively adopted the new guidance to simplify the presentation of deferred income taxes. As a result, the current deferred income tax liability of $12.5 million was reclassified to non-current and a non-current deferred income tax asset of $7.6 million was offset against the non-current deferred income tax liability in the consolidated balance sheets for the year ended December 31, 2014. The reclassification did not have an effect on the Company's financial condition, results of operations and cash flows.

Note 3 — Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

	December 31,
	2015				2014
Casino	$	1,721,185			$	1,957,799
Rooms	78,738				74,983
Mall	67,263				103,093
Other	37,265				48,182
	1,904,451				2,184,057
Less — allowance for doubtful accounts	(636,603		)		(673,285		)
	$	1,267,848			$	1,510,772

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Note 4 — Property and Equipment, Net

Property and equipment consists of the following (in thousands):

	December 31,
	2015				2014
Land and improvements	$	556,947			$	551,625
Building and improvements	15,308,791				15,187,427
Furniture, fixtures, equipment and leasehold improvements	3,281,161				3,065,859
Transportation	456,942				454,278
Construction in progress	2,633,340				1,796,554
	22,237,181				21,055,743
Less — accumulated depreciation and amortization	(6,505,543		)		(5,683,269		)
	$	15,731,638			$	15,372,474

Construction in progress consists of the following (in thousands):

	December 31,
	2015				2014
The Parisian Macao	$	1,588,474			$	749,176
Four Seasons Macao (principally the Four Seasons Apartments)	424,273				417,920
Sands Cotai Central	270,472				289,518
Other	350,121				339,940
	$	2,633,340			$	1,796,554

The $350.1 million in other construction in progress consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.

In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo," see “— Note 12 — Mall Sales — The Shoppes at The Palazzo”). Under terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $219.7 million (net of $91.7 million of accumulated depreciation) as of December 31, 2015, will continue to be recorded on the Company’s consolidated balance sheet and will continue to be depreciated in the Company’s consolidated statement of operations.

The cost and accumulated depreciation of property and equipment that the Company is leasing to third parties, primarily as part of its mall operations, was $1.20 billion and $299.9 million, respectively, as of December 31, 2015. The cost and accumulated depreciation of property and equipment that the Company is leasing to these third parties was $1.13 billion and $251.0 million, respectively, as of December 31, 2014.

The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $39.2 million and $18.6 million, respectively, as of December 31, 2015. The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $38.4 million and $14.6 million, respectively, as of December 31, 2014.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

During the years ended December 31, 2015, 2014 and 2013, no assets were impaired.

Note 5 — Leasehold Interests in Land, Net

Leasehold interests in land consist of the following (in thousands):

	December 31,
	2015				2014
Marina Bay Sands	$	971,654			$	1,038,636
Sands Cotai Central	237,842				237,050
The Venetian Macao	180,118				178,203
Four Seasons Macao	88,869				88,232
The Parisian Macao	74,601				74,298
Sands Macao	29,352				28,022
	1,582,436				1,644,441
Less — accumulated amortization	(320,304		)		(291,351		)
	$	1,262,132			$	1,353,090

The Company amortizes the leasehold interests in land on a straight-line basis over the expected term of the lease. Amortization expense of $38.6 million, $40.6 million and $40.4 million was included in amortization of leasehold interests in land expense for the years ended December 31, 2015, 2014 and 2013, respectively. The estimated future amortization expense is approximately $38.3 million for each of the next five years and $1.31 billion thereafter at exchange rates in effect on December 31, 2015.

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. The Company has received land concessions from the Macao government to build on the sites on which The Venetian Macao, Four Seasons Macao, Sands Cotai Central 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 specified in the land concessions, the Company is required to pay premiums for each parcel, as well as annual rent for the term of the land concessions.

In addition to the land premium payments for the Macao leasehold interests in land, the Company is required to make annual rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years by the Macao government. As of December 31, 2015, the Company was obligated under its land concessions to make future rental payments as follows (in thousands):

2016	$	5,003
2017	5,281
2018	5,281
2019	5,281
2020	5,281
Thereafter	65,323
	$	91,450

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 6 — Intangible Assets, Net

Intangible assets consist of the following (in thousands):

	December 31,
	2015				2014
Sands Bethlehem gaming license and certificate	$	66,500			$	66,500
Marina Bay Sands gaming license	40,312				43,091
Less — accumulated amortization	(36,020		)		(24,139		)
	4,292				18,952
Trademarks and other	1,099				1,116
Less — accumulated amortization	(305		)		(308		)
	794				808
Total intangible assets, net	$	71,586			$	86,260

In August 2007 and July 2010, the Company was issued a gaming license and certificate from the Pennsylvania Gaming Control Board for its slots and table games operations at Sands Bethlehem, respectively, which were acquired for $50.0 million and $16.5 million, respectively. The license and certificate were determined to have indefinite lives and therefore, are not subject to amortization. In April 2013, the Company paid 57.0 million Singapore dollars ("SGD," approximately $40.3 million at exchange rates in effect on December 31, 2015) to the Singapore Casino Regulatory Authority (the “CRA”) 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 expires in April 2016, and is renewable upon submitting an application, paying the applicable license fee and meeting the requirements as determined by the CRA. The Company has filed a renewal application and believes that it meets the renewal requirements as determined by the CRA; however, no assurance can be given that the license renewal will be granted or for what period of time it will be granted.

Amortization expense was $14.0 million, $15.1 million and $13.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. The estimated future amortization expense is approximately $4.3 million for the year ending December 31, 2016.

Note 7 — Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

	December 31,
	2015				2014
Customer deposits	$	431,019			$	464,588
Outstanding gaming chips and tokens	366,740				581,187
Taxes and licenses	319,315				349,455
Payroll and related	290,966				296,791
Other accruals	286,265				292,423
	$	1,694,305			$	1,984,444

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 8 — Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31,
	2015				2014
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $8,036 and $9,643, respectively)	$	2,196,964			$	2,217,857
2013 U.S. Credit Facility — Revolving	630,000				1,020,000
Airplane Financings	59,983				63,671
HVAC Equipment Lease	15,155				16,619
Other	140				401
Macao Related:
2011 VML Credit Facility — Extended Term	2,389,551				2,388,244
2011 VML Credit Facility — Accordion Term	999,939				—
2011 VML Credit Facility — Extended Revolving	—				820,024
Other	4,353				5,694
Singapore Related:
2012 Singapore Credit Facility — Term	3,171,927				3,460,137
	9,468,012				9,992,647
Less — current maturities	(95,367		)		(99,734		)
Total long-term debt	$	9,372,645			$	9,892,913

Corporate and U.S. Related Debt

2013 U.S. Credit Facility

In December 2013, the Company entered into a $3.5 billion senior secured credit facility (the “2013 U.S. Credit Facility”), which consists of a $2.25 billion funded term B loan (the “2013 U.S. Term B Facility”) with an original issue discount of $11.3 million and a $1.25 billion revolving credit facility (the “2013 U.S. Revolving Facility”). The borrowings under the 2013 U.S. Credit Facility were used to repay the outstanding balance on the Senior Secured Credit Facility (further described below). The Company recorded a $14.2 million loss on modification or early retirement of debt during the year ended December 31, 2013. As of December 31, 2015, the Company had $617.9 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit.

The 2013 U.S. Term B Facility matures on December 19, 2020, and is subject to quarterly amortization payments of $5.6 million, which began on March 31, 2014, followed by a balloon payment of $2.10 billion due on December 19, 2020. The 2013 U.S. Revolving Facility has no interim amortization payments and matures on December 19, 2018.

The 2013 U.S. Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the 2013 U.S. Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security interest in substantially all of Las Vegas Sands, LLC (“LVSLLC”) and the Guarantors’ assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

Borrowings under the 2013 U.S. Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively (the interest rates were set at 1.9% and 3.3%, respectively, as of December 31, 2015). The weighted average interest

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

rate for the 2013 U.S Credit Facility was 3.0%, 2.8% and 2.9% during the years ended December 31, 2015, 2014 and 2013, respectively.

The Company pays a commitment fee of 0.35% per annum on the undrawn amounts under the 2013 U.S. Revolving Facility, which will be reduced if certain corporate ratings are achieved, subject to certain additional conditions.

The 2013 U.S. Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments and acquiring and selling assets. The 2013 U.S. Credit Facility also requires the Guarantors to comply with financial covenants, including, but not limited to, a maximum ratio of net debt outstanding to adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”) to the extent there is an outstanding balance on the 2013 U.S. Revolving Facility or certain letters of credit are outstanding. The maximum leverage ratio is 5.5x for all applicable quarterly periods through maturity. The 2013 U.S. Credit Facility also contains conditions and events of default customary for such financings. As of December 31, 2015, approximately $3.35 billion of net assets of LVSLLC were restricted from being distributed under the terms of the 2013 U.S. Credit Facility.

Senior Secured Credit Facility

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “Senior Secured Credit Facility”), which originally consisted of $4.0 billion in funded and delayed draw term loans and a $1.0 billion revolving credit facility (the “Revolving Facility”). As part of an amendment to the facility in August 2010, certain lenders elected to extend the maturity of $1.91 billion in aggregate principal amount of the term loans (the “Extended Term Loans”) and to extend the availability of $532.5 million of the Revolving Facility (the "Extended Revolving Facility"). As part of the extension, the Company was required to pay down $1.0 billion in aggregate principal amount of the Extended Term Loans and the commitments under the Revolving Facility were reduced from $1.0 billion to $750.0 million.

Borrowings under the Senior Secured Credit Facility, as amended, bore interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a credit spread. For base rate borrowings, the initial credit spread was 0.75% per annum for the term loans and 1.25% per annum and 1.75% per annum for the Extended Revolving Facility and the Extended Term Loans, respectively. For Eurodollar rate borrowings, the initial credit spread was 1.75% per annum for the term loans and 2.25% per annum and 2.75% per annum for the Extended Revolving Facility and Extended Term Loans, respectively. The weighted average interest rate for the Senior Secured Credit Facility was 2.3% for the year ended December 31, 2013.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and to finance two others that the Company already owned. The notes consist of balloon payment promissory notes and amortizing promissory notes, all of which have ten-year maturities and are collateralized by the related aircraft. The notes bear interest at three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.5% per annum (set at 1.9% as of December 31, 2015). The amortizing notes, totaling $28.8 million, are subject to quarterly amortization payments of $0.7 million, which began June 1, 2007. The balloon notes, totaling $43.2 million, mature on March 1, 2017, and have no interim amortization payments. The weighted average interest rate on the notes was 1.8% during the years ended December 31, 2015, 2014 and 2013.

In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional airplane. The notes have ten-year maturities and consist of a balloon payment promissory note and an amortizing promissory note. The notes bear interest at three-month LIBOR plus 1.25% per annum (set at 1.9% as of December 31, 2015). The $8.1 million amortizing note is subject to quarterly amortization payments of $0.2 million, which began June 30, 2007. The $12.2 million balloon note matures on March 31, 2017, and has no interim amortization payments. The weighted average interest rate on the notes was 1.6%, 1.5% and 1.6% during the years ended December 31, 2015, 2014 and 2013, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

HVAC Equipment Lease

In July 2009, the Company entered into a capital lease agreement with its current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease was capitalized at the present value of the future minimum lease payments at lease inception.

Macao Related Debt

2011 VML Credit Facility

On September 22, 2011, two subsidiaries of the Company, VML US Finance LLC, the Borrower, and Venetian Macau Limited ("VML"), as guarantor, entered into a credit agreement (the “2011 VML Credit Facility”), which provided for up to $3.7 billion (or equivalent in Hong Kong dollars or Macao patacas) and consisted of a $3.2 billion term loan (the “2011 VML Term Facility”) that was fully drawn on November 15, 2011, and a $500.0 million revolving facility (the “2011 VML Revolving Facility”), that was available until October 15, 2016. Borrowings under the facility were used to repay outstanding indebtedness under previous credit facilities and would be used for working capital requirements and general corporate purposes, including for the development, construction and completion of certain components of Sands Cotai Central.

During March 2014, the Company amended its 2011 VML Credit Facility to, among other things, modify certain financial covenants, as discussed further below. In addition to the amendment, certain lenders extended the maturity of $2.39 billion in aggregate principal amount of the 2011 VML Term Facility to March 31, 2020 (the "Extended 2011 VML Term Facility"), and, together with new lenders, provided $2.0 billion in aggregate principal amount of revolving loan commitments (the "Extended 2011 VML Revolving Facility"). A portion of the revolving proceeds were used to pay down the $819.7 million in aggregate principal balance of the 2011 VML Term Facility loans that were not extended. The Company recorded an $18.0 million loss on modification or early retirement of debt during the year ended December 31, 2014, in connection with the pay down and extension. Borrowings under the Extended 2011 VML Revolving Facility are being used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes. As of December 31, 2015, the Company had $2.0 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility. Subsequent to year end, the Company borrowed $350.4 million under the Extended 2011 VML Revolving Facility.

In April 2015, the Company entered into a joinder agreement (the "Joinder Agreement") to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders agreed to provide term loan commitments of $1.0 billion (the "2011 VML Accordion Term"), which was funded on April 30, 2015 (the “Joinder Funding Date”).

The indebtedness under the 2011 VML Credit Facility is guaranteed by VML, Venetian Cotai Limited, Venetian Orient Limited and certain of the Company’s other foreign subsidiaries (collectively, the “2011 VML Guarantors”). The obligations under the 2011 VML Credit Facility are collateralized by a first-priority security interest in substantially all of the Borrower’s and the 2011 VML Guarantors’ assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings and equipment and (3) certain other excluded assets.

Commencing with the quarterly period ending June 30, 2017, and at the end of each subsequent quarter through March 31, 2018, the 2011 VML Credit Facility, as amended, requires the borrower to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of March 31, 2014 (the “Macao Restatement Date”). Commencing with the quarterly period ending on June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the borrower is required to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Macao Restatement Date. For the quarterly periods ending on June 30 through December 31, 2019, the borrower is required to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

amount equal to 12.0% of the aggregate principal amount outstanding as of the Macao Restatement Date. The remaining balance on the Extended 2011 VML Term Facility is due on the maturity date. The Extended 2011 VML Revolving Facility has no interim amortization payments and matures on March 31, 2020.

Commencing with the quarterly period ending June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the Joinder Agreement requires the borrower to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of the Joinder Funding Date. Commencing with the quarterly period ending on June 30, 2019, and at the end of each subsequent quarter through March 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. For the quarterly periods ending on June 30 through December 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. The remaining balance on the 2011 VML Accordion Term is due on the maturity date, which is March 30, 2021.

Borrowings for all loans bear interest, as amended, at the Company's option, at either the adjusted Eurodollar rate or Hong Kong Inter-bank Offered Rate (“HIBOR”), plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the maximum leverage ratio as set forth in the respective agreements. The credit spread for all borrowings ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate (interest rates set at 1.9% and 1.7% for loans accruing interest at an adjusted Eurodollar and HIBOR rate, respectively, as of December 31, 2015). The Borrower will also pay standby fees of 0.5% per annum on the undrawn amounts under the Extended 2011 VML Revolving Facility. The weighted average interest rate on the 2011 VML Credit Facility was 1.6%, 1.5% and 1.8% for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015 and 2014, the Company had no interest rate cap agreements in place related to the 2011 VML Credit Facility. As of December 31, 2013, the Company had interest rate cap agreements in place with a combined notional amount of $1.60 billion, an expiration date of November 2014, and strike rates of 2.0% and 2.25%. The provisions of the interest rate cap agreements entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rates exceeded the strike rates as stated in such agreements. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2015, 2014 and 2013.

The 2011 VML Credit Facility, as amended, contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other distributions, affiliate transactions, and use of proceeds from the facility. The 2011 VML Credit Facility also requires the Borrower and VML to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA and minimum ratios of Adjusted EBITDA to net interest expense. The maximum leverage ratio, as amended, is 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. The 2011 VML Credit Facility also contains events of default customary for such financings.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Singapore Related Debt

2012 Singapore Credit Facility

In June 2012, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a SGD 5.1 billion (approximately $3.61 billion at exchange rates in effect on December 31, 2015) credit agreement (the "2012 Singapore Credit Facility"), providing for a fully funded SGD 4.6 billion (approximately $3.25 billion at exchange rates in effect on December 31, 2015) term loan (the “2012 Singapore Term Facility”) and a SGD 500.0 million (approximately $353.6 million at exchange rates in effect on December 31, 2015) revolving facility (the “2012 Singapore Revolving Facility”) that was available until November 25, 2017, which includes a SGD 100.0 million (approximately $70.7 million at exchange rates in effect on December 31, 2015) ancillary facility (the “2012 Singapore Ancillary Facility”). Borrowings under the 2012 Singapore Credit Facility were used to repay the outstanding balance under the previous Singapore credit facility.

In August 2014, the Company amended its 2012 Singapore Credit Facility, pursuant to which consenting lenders of borrowings under the 2012 Singapore Term Facility extended the maturity to August 28, 2020, and consenting lenders of borrowings under the 2012 Singapore Revolving Facility extended the maturity to February 28, 2020. The Company recorded a $2.0 million loss on modification or early retirement of debt during the year ended December 31, 2014, in connection with the extension. As of December 31, 2015, the Company had SGD 494.4 million (approximately $349.6 million at exchange rates in effect on December 31, 2015) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit.

The indebtedness under the 2012 Singapore Credit Facility is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment and certain other excluded assets.

Commencing with the quarterly period ending December 31, 2014, and at the end of each subsequent quarter through September 30, 2018, the Company is required to repay the outstanding 2012 Singapore Term Facility in the amount of 0.5% of the aggregate principal amount outstanding as of August 29, 2014 (the "Singapore Restatement Date"). Commencing with the quarterly period ending December 31, 2018, and at the end of each subsequent quarter through September 30, 2019, the Company is required to repay the outstanding 2012 Singapore Term Facility in the amount of 5.0% of the aggregate principal amount outstanding as of the Singapore Restatement Date. Commencing with the quarterly period ending December 31, 2019, and at the end of each subsequent quarter through June 30, 2020, and on the maturity date, the Company is required to repay the outstanding 2012 Singapore Term Facility in the amount of 18.0% of the aggregate principal amount outstanding as of the Singapore Restatement Date. The 2012 Singapore Revolving Facility has no interim amortization payments and matures on February 28, 2020.

Borrowings under the 2012 Singapore Credit Facility bear interest at the Singapore Swap Offered Rate ("SOR") plus a spread of 1.85% per annum. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA (interest rate set at approximately 3.1% as of December 31, 2015). MBS pays a standby commitment fee of 35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility. The weighted average interest rate for the 2012 Singapore Credit Facility was 2.5%, 1.8% and 1.9% for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015, the Company had an interest rate cap agreement in place with a notional amount of SGD 100 million (approximately $70.7 million at exchange rates in effect on December 31, 2015), an expiration date of May 2016 and a strike rate of 3.5%. As of December 31, 2014, the Company had interest rate cap agreements in place with a combined notional amount of SGD 300 million (approximately $212.2 million at exchange rates in effect on December 31, 2015), expiration dates ranging from April 2015 to May 2016 and strike rates of 3.0% and 3.5%. As of December 31, 2013, the Company had interest rate cap agreements in place with a combined notional amount of SGD 1.45 billion (approximately $1.03 billion at exchange rates in effect on December 31, 2015), expiration dates ranging from May 2014 to May 2016 and strike rates of 3.0% and 3.5%. The provisions of the interest rate cap agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

exceed the strike rates as stated in such agreements. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2015, 2014 and 2013.

The 2012 Singapore Credit Facility, as amended, contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The 2012 Singapore Credit Facility also requires MBS to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted EBITDA to interest expense and a positive net worth requirement. The maximum leverage ratio, as amended, is 3.5x for the quarterly periods ending December 31, 2015 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. The 2012 Singapore Credit Facility also contains events of default customary for such financings.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Proceeds from 2013 U.S. Credit Facility	$	1,090,000			$	1,678,000			$	2,828,750
Proceeds from 2011 VML Credit Facility	999,277				819,725				—
Proceeds from Senior Secured Credit Facility	—				—				250,000
Proceeds from 2012 Singapore Credit Facility	—				—				104,357
	$	2,089,277			$	2,497,725			$	3,183,107
Repayments on 2013 U.S. Credit Facility	$	(1,502,500	)		$	(1,270,500	)		$	—
Repayments on 2011 VML Credit Facility	(820,188		)		(819,680		)		—
Repayments on 2012 Singapore Credit Facility	(67,403		)		(17,930		)		(430,504		)
Repayments on Senior Secured Credit Facility	—				—				(3,073,038		)
Repayments on Airplane Financings	(3,688		)		(3,688		)		(3,688		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(3,938		)		(5,668		)		(5,802		)
	$	(2,397,717	)		$	(2,117,466	)		$	(3,513,032	)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Scheduled Maturities of Capital Lease Obligations and Long-Term Debt

Maturities of capital lease obligations and long-term debt outstanding as of December 31, 2015, are summarized as follows (in thousands):

	Capital Lease Obligations				Long-term Debt
2016	$	5,314			$	91,253
2017	3,754				323,078
2018	2,531				1,357,128
2019	11,561				2,250,780
2020	—				5,094,182
Thereafter	—				339,979
	23,160				9,456,400
Less — amount representing interest	(3,512		)		—
Total	$	19,648			$	9,456,400

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of December 31, 2015 and 2014, was approximately $9.22 billion and $9.78 billion, respectively, compared to its carrying value of $9.46 billion and $9.98 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).

Note 9 — Equity

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants to purchase up to an aggregate of approximately 86,605,173 shares of its common stock. Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder and his family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock. In November 2011, the Company redeemed all of the Preferred Stock outstanding.

During the year ended December 31, 2013, the remaining 3,500 Warrants issued to the public were exercised to purchase an aggregate of 64,562 shares of the Company’s common stock at $6.00 per share and $0.3 million in cash was received as settlement of the Warrant exercise price.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Common Stock

Dividends

On March 31, June 30, September 30 and December 31, 2015, the Company paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the year ended December 31, 2015, the Company recorded $2.07 billion as a distribution against retained earnings (of which $1.12 billion related to the Principal Stockholder and his family and the remaining $949.2 million related to all other shareholders).

On March 31, June 30, September 30 and December 29, 2014, the Company paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the year ended December 31, 2014, the Company recorded $1.61 billion as a distribution against retained earnings (of which $863.3 million related to the Principal Stockholder and his family and the remaining $744.8 million related to all other shareholders).

On March 29, June 28, September 27 and December 31, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the year ended December 31, 2013, the Company recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to the Principal Stockholder and his family and the remaining $548.9 million related to all other shareholders).

In January 2016, as part of a regular cash dividend program, the Company’s Board of Directors declared a quarterly dividend of $0.72 per common share (a total estimated to be approximately $572 million) to be paid on March 31, 2016, to shareholders of record on March 22, 2016.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expired in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires in October 2016. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the years ended December 31, 2015, 2014 and 2013, the Company repurchased 4,383,793, 22,406,655 and 8,570,281 shares, respectively, of its common stock for $205.1 million, $1.66 billion and $570.5 million, respectively, (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury stock.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Rollforward of Shares of Common Stock

A summary of the outstanding shares of common stock is as follows:

Balance as of January 1, 2013	824,297,756
Exercise of stock options	2,777,127
Issuance of restricted stock	146,848
Forfeiture of unvested restricted stock	(13,076	)
Repurchase of common stock	(8,570,281	)
Exercise of warrants	64,562
Balance as of December 31, 2013	818,702,936
Exercise of stock options	1,955,108
Issuance of restricted stock	31,137
Vesting of restricted stock units	29,541
Forfeiture of unvested restricted stock	(8,675	)
Repurchase of common stock	(22,451,875	)
Balance as of December 31, 2014	798,258,172
Exercise of stock options	688,743
Issuance of restricted stock	49,438
Vesting of restricted stock units	34,750
Forfeiture of unvested restricted stock	(2,000	)
Repurchase of common stock	(4,383,793	)
Balance as of December 31, 2015	794,645,310

Other Equity Transactions

In addition to the shares repurchased under the share repurchase program, during the year ended December 31, 2014, the Company repurchased 45,220 shares in satisfaction of tax withholding and exercise price obligations on vested restricted stock and a stock option exercise.

Noncontrolling Interests

SCL

On February 27 and July 15, 2015, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which the Company retained $1.45 billion).

On February 26, 2014, SCL paid a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share to SCL shareholders (a total of $2.60 billion, of which the Company retained $1.82 billion).

On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively, to SCL shareholders (a total of $1.38 billion, of which the Company retained $970.2 million).

In January 2016, the Board of Directors of SCL declared a dividend of HKD 0.99 per share (a total of $1.03 billion, of which the Company retained $723 million) to SCL shareholders of record on February 9, 2016, which was paid on February 26, 2016.

Other

During the years ended December 31, 2015, 2014 and 2013, the Company distributed $13.9 million, $9.8 million and $11.9 million, respectively, to certain of its noncontrolling interests. In April 2014, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $0.5 million, which was included in loss on disposal of assets during the year ended December 31, 2014.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 10 — Income Taxes

Consolidated income before taxes and noncontrolling interests for domestic and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Foreign	$	2,546,920			$	3,799,941			$	3,109,982
Domestic	74,962				32,770				33,530
Total income before income taxes	$	2,621,882			$	3,832,711			$	3,143,512

The components of the income tax expense are as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Foreign:
Current	$	212,743			$	252,476			$	195,154
Deferred	3,162				(1,369		)		(6,318		)
Federal:
Current	4,779				(4,601		)		(2,073		)
Deferred	15,501				(1,866		)		2,073
State:
Current	—				—				—
Deferred	—				—				—
Total income tax expense	$	236,185			$	244,640			$	188,836

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2015			2014			2013
Statutory federal income tax rate	35.0	%		35.0	%		35.0	%
Increase (decrease) in tax rate resulting from:
U.S. foreign tax credits	(100.7	)%		(80.3	)%		(19.0	)%
Repatriation of foreign earnings	68.0	%		53.6	%		14.6	%
Change in valuation allowance	34.5	%		26.7	%		6.0	%
Foreign and U.S. tax rate differential	(20.0	)%		(20.9	)%		(21.1	)%
Tax exempt income of foreign subsidiary (Macao)	(7.8	)%		(8.5	)%		(9.6	)%
Other, net	—	%		0.8	%		0.1	%
Effective tax rate	9.0	%		6.4	%		6.0	%

The Company’s foreign and U.S. tax rate differential reflects the fact that income earned and reinvested in Singapore and Macao is taxed at local rates, which are lower than U.S. tax rates. The Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. Had the Company not received the income tax exemption in Macao, consolidated net income attributable to Las Vegas Sands Corp. would have been reduced by $132.0 million, $219.8 million and $207.7 million, and diluted earnings per share would have been reduced by $0.17, $0.27 and $0.25 per share for the years ended December 31, 2015, 2014 and 2013, respectively. In May 2014, the Company entered into an agreement with the Macao government, effective through the end of 2018 that provides for an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on December 31, 2015) that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

paid from VML gaming profits. In September 2013, the Company and the Internal Revenue Service ("IRS") entered into a Pre-Filing Agreement providing that the Macao special gaming tax (35% of gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.

The primary tax affected components of the Company’s net deferred tax liabilities are as follows (in thousands):

	December 31,
	2015				2014
Deferred tax assets:
U.S. foreign tax credit carryforwards	$	3,094,835			$	2,257,048
Net operating loss carryforwards	243,737				255,623
Stock-based compensation	31,732				31,565
Accrued expenses	30,935				31,563
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo	29,801				31,412
Allowance for doubtful accounts	29,669				30,861
Pre-opening expenses	25,215				32,773
State deferred items	11,543				12,361
Other tax credit carryforwards	3,055				2,059
Other	4,305				5,443
	3,504,827				2,690,708
Less — valuation allowances	(3,302,137		)		(2,484,653		)
Total deferred tax assets	202,690				206,055
Deferred tax liabilities:
Property and equipment	(310,339		)		(319,354		)
Prepaid expenses	(5,402		)		(5,836		)
Other	(65,002		)		(50,602		)
Total deferred tax liabilities	(380,743		)		(375,792		)
Deferred tax liabilities, net	$	(178,053	)		$	(169,737	)

The Company recognizes tax benefits associated with stock-based compensation directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the cumulative book compensation charge associated with the award. As of December 31, 2015 and 2014, the Company has windfall tax benefits of $356.7 million and $354.6 million, respectively, which are not reflected in deferred tax assets. The Company uses a with-and-without approach to determine if the excess tax deductions associated with compensation costs have reduced income taxes payable.

During the year ended December 31, 2015, certain wholly owned foreign subsidiaries paid dividends resulting in incremental U.S. taxable income. The receipt of the dividends did not result in a cash tax liability for the Company as the incremental U.S. taxable income was fully offset by the utilization of the U.S. foreign tax credits generated as a result of the dividends. In addition, the dividends generated excess U.S. foreign tax credits that will be available to be carried forward to tax years beyond 2015. The Company’s U.S. foreign tax credit carryforwards were $3.27 billion and $2.43 billion as of December 31, 2015 and 2014, respectively, which will begin to expire in 2021. The Company’s state net operating loss carryforwards were $258.6 million and $251.2 million as of December 31, 2015 and 2014, respectively, which will begin to expire in 2024. The Company’s U.S. general business credits were $3.1 million and $2.1 million as of December 31, 2015 and 2014, respectively, which will begin to expire in 2032. There was a valuation allowance of $3.11 billion and $2.27 billion as of December 31, 2015 and 2014, respectively, provided on certain net U.S. deferred tax assets, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition. Net operating loss carryforwards for the Company’s foreign subsidiaries were $1.97 billion and $2.07

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

billion as of December 31, 2015 and 2014, respectively, which begin to expire in 2016. There are valuation allowances of $195.8 million and $215.2 million as of December 31, 2015 and 2014, respectively, provided on the net deferred tax assets of certain foreign jurisdictions, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company does not consider current year's tax earnings and profits of its foreign subsidiaries to be indefinitely reinvested. Beginning with the year ended December 31, 2015, certain of the Company’s foreign subsidiaries distributed, and may continue to distribute, earnings in excess of their current year’s tax earnings and profits in order to meet the Company’s liquidity needs. The Company has a plan for its other foreign subsidiaries that demonstrates that earnings attributable to periods before January 1, 2015, will be indefinitely reinvested in the applicable jurisdictions. As of December 31, 2015 and 2014, the amount of earnings and profits of foreign subsidiaries that the Company does not intend to repatriate was $5.24 billion and $6.07 billion, respectively. The Company has not provided deferred taxes for the remaining undistributed foreign earnings, as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. and other foreign income taxes that would result, should these earnings be distributed in the form of dividends or otherwise. The Company's cumulative temporary difference is less than its earnings and profits.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, which have been reclassified to conform to the current presentation for the years ended December 31, 2014 and 2013, is as follows (in thousands):

	December 31,
	2015				2014				2013
Balance at the beginning of the year	$	62,765			$	56,659			$	59,338
Additions to tax positions related to prior years	1,618				1,101				4,431
Reductions to tax positions related to prior years	(87		)		—				(11,625		)
Additions to tax positions related to current year	4,524				6,196				5,709
Settlements	(1,013		)		—				(753		)
Lapse in statutes of limitations	(1,742		)		(729		)		—
Exchange rate fluctuations	(698		)		(462		)		(441		)
Balance at the end of the year	$	65,367			$	62,765			$	56,659

As of December 31, 2015, 2014 and 2013, unrecognized tax benefits of $56.7 million, $50.6 million and $43.4 million, respectively, were recorded as reductions to the U.S. foreign tax credit deferred tax asset. As of December 31, 2015, 2014 and 2013, unrecognized tax benefits of $3.0 million, $12.2 million and $13.3 million, respectively, were recorded in other long-term liabilities. As of December 31, 2015, unrecognized tax benefits of $5.6 million were recorded in income taxes payable.

Included in the unrecognized tax benefit balance as of December 31, 2015, 2014 and 2013, are $53.2 million, $52.4 million and $47.3 million, respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.

The Company’s major tax jurisdictions are the U.S., Macao, and Singapore. The Company is subject to examination for tax years beginning 2010 in the U.S. and Singapore and tax years beginning in 2011 in Macao. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax returns for tax years 2010 through 2012. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome and that will impact the provision for income taxes.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company believes that it is reasonably possible that a decrease of up to $7.2 million in the Company’s unrecognized tax benefits will occur within the next 12 months, as a result of lapses of the statute of limitations and expected settlements with taxing authorities.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations. No interest or penalties were accrued as of December 31, 2015 and 2014.

Note 11 — Fair Value Measurements

Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. See "— Note 2 — Summary of Significant Accounting Policies" for additional disclosures regarding derivatives.

The Company currently uses certain derivatives as effective economic hedges to offset interest rate risk associated with its current and anticipated future borrowings (see "— Note 8 — Long-Term Debt") and foreign currency forward contracts to manage its foreign currency exposure. Foreign currency forward contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The aggregate notional value of these foreign currency contracts was $672.7 million as of December 31, 2015. As these derivatives have not been designated and/or do not qualify for hedge accounting, the changes in fair value are recognized as other income (expense) in the accompanying consolidated statements of operations.

The following table provides the assets carried at fair value (in thousands):

					Fair Value Measurements Using:
	Total Carrying Value				Quoted Market Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
As of December 31, 2015
Cash equivalents(1)	$	905,276			$	905,276			$	—			$	—
Forward contracts(2)	$	4,197			$	—			$	4,197			$	—
Interest rate caps(3)	$	—			$	—			$	—			$	—
As of December 31, 2014
Cash equivalents(1)	$	2,072,177			$	2,072,177			$	—			$	—
Interest rate caps(3)	$	3			$	—			$	3			$	—

---

(1)	The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

(2)	As of December 31, 2015, the Company had 19 foreign currency forward contracts with fair values based on quoted market transactions from the institutions holding the agreements.

(3)	As of December 31, 2015 and 2014, the Company had one and four interest rate cap agreements, respectively, with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 12 — Mall Sales

The Grand Canal Shoppes at The Venetian Las Vegas

In April 2004, the Company entered into an agreement to sell the portion of the Grand Canal Shoppes located within The Venetian Las Vegas (formerly referred to as "The Grand Canal Shoppes') and lease certain restaurant and other retail space at the casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the Master Lease agreement, The Venetian Las Vegas leased nineteen retail and restaurant spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various leases. In accordance with related accounting standards, the Master Lease agreement does not qualify as a sale of the real property assets, which real property was not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian Las Vegas, which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31, 2015, 2014 and 2013, $1.2 million of this deferred item was amortized and included in convention, retail and other revenue. In addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements as further described in “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments”; (ii) lease theater space located within The Grand Canal Shoppes from GGP for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) on the closing date of the sale was $77.2 million. In accordance with related accounting standards, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the lives of the leases. During the years ended December 31, 2015, 2014 and 2013, $2.8 million, $3.1 million and $3.5 million of this deferred item was amortized as an offset to convention, retail and other expense.

As of December 31, 2015, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

2016	$	7,718
2017	7,718
2018	7,718
2019	7,942
2020	8,103
Thereafter	70,229
	$	109,428

The Shoppes at The Palazzo

The Company contracted to sell a portion of the Grand Canal Shoppes (formerly referred to as The Shoppes at The Palazzo) to GGP and under the terms of the settlement with GGP on June 24, 2011, the Company retained $295.4 million of proceeds received and participates in certain potential future revenues earned by GGP. Pursuant to the Amended Agreement, the Company agreed with GGP to lease certain spaces located within The Shoppes at The Palazzo for a period of 10 years with total fixed minimum rents of $0.7 million per year, subject to extension options for a period of up to 10 years and automatic increases beginning on the second lease year. As of December 31, 2015, the Company was obligated to make future payments of approximately $0.9 million for each of the two years in the period ending December 31, 2017, and approximately $0.5 million for the year ending December 31, 2018. In accordance with related accounting standards, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Therefore, $268.4 million of the mall sale transaction has been recorded as deferred proceeds from the sale as of December 31, 2015, which accrues interest at an imputed interest rate offset by (i) imputed rental income and (ii) rent payments made to GGP related to those spaces leased back from GGP.

In the Amended Agreement, the Company agreed to lease certain restaurant and retail space on the casino level of The Palazzo to GGP pursuant to a master lease agreement (“The Palazzo Master Lease”). Under The Palazzo Master Lease, which was executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008, The Palazzo leased nine restaurant and retail spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various tenant operating leases for those spaces. In accordance with related accounting standards, The Palazzo Master Lease does not qualify as a sale of the real property, which real property was not separately legally demised. Accordingly, $22.5 million of the mall sale transaction has been deferred as prepaid operating lease payments to The Palazzo, which is amortized into income on a straight-line basis over the 89-year lease term.

Note 13 — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.

On October 15, 2004, Richard Suen and Round Square Company Limited ("Roundsquare") filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company’s motion. On October 17, 2013, the District Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, Roundsquare filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, Roundsquare filed their answering brief. On January 12, 2015, the defendants filed their reply brief. On January 27, 2015, Roundsquare filed their reply brief. The Nevada Supreme Court set oral argument for December 17, 2015, before a panel of justices

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled but no ruling date has been set nor is one estimable. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the District Court's decision. On January 17, 2012, plaintiff filed his opening brief with the Nevada Supreme Court regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to plaintiff’s opening brief. On March 8, 2012, the District Court set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing.

From September 10 to September 12, 2012, the District Court held a hearing to determine the outcome of certain discovery disputes and issued an order on September 14, 2012. In its order, the District Court fined LVSC $25,000 and, for the purposes of the jurisdictional discovery and evidentiary hearing, precluded the defendants from relying on the Macao Data Privacy Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court ordered the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On January 23, 2013, the defendants filed a writ with the Nevada Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court granted defendants' motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28th Order by the District Court until such time as the Nevada Supreme Court decided the April Writ. On June 18, 2013, the District Court scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the District Court vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs, each of which had been fully briefed to the Nevada Supreme Court on or before August 30, 2013. On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court's dismissal of plaintiff’s defamation claim against Mr. Adelson.

On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ, which became effective on March 24, 2014. On March 3, 2014, the Nevada Supreme Court heard oral arguments on the April and June Writs. On May 30, 2014, the Nevada Supreme Court overturned the

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District Court’s dismissal of Mr. Jacob’s defamation claim against Mr. Adelson and remanded the claim for further determination. On June 17, 2014, Mr. Adelson filed a petition for rehearing with the Nevada Supreme Court and, on June 20, 2014, the Nevada Supreme Court ordered Mr. Jacobs to answer the petition for rehearing, which he did on July 7, 2014.

On June 26, 2014, SCL filed a Motion for Summary Judgment with respect to jurisdiction with the District Court, which was denied on July 29, 2014. On June 30, 2014, Mr. Jacobs filed a motion for leave to file a second amended complaint. The defendants filed a notice of intent to oppose the motion for leave to file the second amended complaint. On July 1, 2014, Mr. Jacobs filed a motion to reconsider the dismissal of the defamation claim. On July 3, 2014, Mr. Adelson filed a notice of intent to oppose the motion to reconsider and requested oral argument. Also on July 3, 2014, the defendants filed a motion to continue the stay of the District Court’s March 26, 2013, order compelling the production of documents from Macao and a notice of intent to oppose plaintiff’s motion to reconsider the dismissal of his defamation claim against LVSC and SCL.

On July 22, 2014, the defendants filed a motion for leave to file a reply in support of their petition for rehearing on the defamation claim with the Nevada Supreme Court. On July 22, 2014, SCL filed its reply in support of its Motion for Summary Judgment on jurisdiction and opposition to plaintiff’s counter Motion for Summary Judgment. On July 25, 2014, the Nevada Supreme Court granted defendants’ motion for leave to file a reply. On July 29, 2014, the Nevada Supreme Court heard the Motions for Summary Judgment and denied them both. On August 7, 2014, the Nevada Supreme Court denied the writ challenging the District Court’s order on plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On August 7, 2014, the Nevada Supreme Court granted in part defendants’ writ with respect to the District Court’s June 19, 2013, order requiring the production of privileged material. On August 7, 2014, the Nevada Supreme Court also denied rehearing on its reversal of the dismissal of the defamation claim by a vote of 4-3. On August 13, 2014, the District Court ruled that plaintiff could amend his complaint except for the defamation claim against Mr. Adelson until the remittitur from the Nevada Supreme Court was received. The District Court also allowed the sanctions hearing to move forward and reviewed documents in camera to determine whether they were properly withheld on privilege grounds.

On September 4, 2014, SCL filed its pre-hearing memorandum regarding the sanctions hearing regarding plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On September 12, 2014, the plaintiff filed a motion for release of the privileged documents from the District Court appointed document custodian on the grounds of waiver. On September 16, 2014, the plaintiff filed a motion seeking to stop defendants from modifying their privilege log and seeking a waiver of all privilege claims as a result of alleged deficiencies in the original privilege. On September 26, 2014, after the Nevada Supreme Court issued its remittitur, plaintiff filed his motion for leave to file a third amended complaint against LVSC, SCL and Mr. Adelson. On September 26, 2014, the defendants filed their opposition to plaintiff’s motion for release of documents on the grounds of waiver. On October 3, 2014, the plaintiff filed his reply in support of his two waiver motions relating to the documents held by the District Court appointed custodian. On October 9, 2014, the District Court granted plaintiff's motion in part and denied the remainder. On October 10, 2014, Mr. Adelson filed his opposition to plaintiff's motion to file a third amended complaint, which SCL and LVSC joined on October 14, 2014. On October 17, 2014, SCL filed a motion to reconsider the District Court’s March 27, 2013, order concerning a discovery dispute. On October 30, 2014, the plaintiff filed his reply in support of his motion to file a third amended complaint. On November 5, 2014, the District Court ordered that SCL waived privilege on three confidential reports. On November 7, 2014, the District Court granted plaintiff's motion to file a third amended complaint. On November 7, 2014, defendants filed a motion for partial re-consideration of the November 5, 2014, order waiving privilege. On January 6, 2015, the District Court scheduled a sanctions hearing for February 9, 2015, and the evidentiary hearing on jurisdiction for April 20, 2015. On January 12, 2015, defendants each filed their motions to dismiss the third amended complaint. Defendants’ motions to dismiss the third amended complaint were fully briefed on February 19, 2015, and the District Court heard oral argument on February 27, 2015. In an order entered on March 30, 2015, the District Court denied Mr. Adelson’s motion to dismiss the defamation claim, but granted his motion to dismiss with respect to plaintiff’s wrongful discharge claim on the ground that Mr. Adelson was not the plaintiff’s employer. The District Court denied LVSC’s motion to dismiss and strike certain allegations in the complaint. The District Court reserved judgment on SCL’s motion to dismiss until after it ruled on jurisdiction. On April 7, 2015, LVSC filed a motion

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for reconsideration of the order on the limited ground that the District Court had erroneously stated that LVSC was in fact plaintiff’s employer rather than stating that plaintiff had alleged that he was LVSC’s employee. Plaintiff conceded that point in his response filed on April 20, 2015. A hearing was held on the motion for reconsideration on April 21, 2015.

The sanctions hearing was held over six days, beginning on February 9 and ending on March 3, 2015. On March 6, 2015, the District Court issued a decision and order imposing sanctions on SCL for violating its September 14, 2012 Order, which the District Court construed as prohibiting SCL from redacting any documents produced in response to jurisdictional discovery requests to comply with the Macao Data Privacy Act. On March 6, 2015, the District Court ordered additional discovery to be provided by SCL. The District Court also ordered SCL to pay a total of $250,000 to five different law-related entities. Finally, the District Court imposed evidentiary sanctions on SCL, prohibiting it from offering any affirmative evidence at the hearing on jurisdiction scheduled to begin on April 20, 2015, and stating that it would adversely infer, subject to SCL’s ability to rebut the inference within the evidentiary constraints imposed on it, that any document redacted to comply with the Macao Data Privacy Act would support plaintiff’s assertion of personal jurisdiction over SCL and would contradict SCL’s denial. SCL sought a stay of the order from the District Court on March 13, 2015, and when that was denied, sought a stay from the Nevada Supreme Court on March 16, 2015. The Nevada Supreme Court granted a partial stay on March 17, 2015, staying SCL’s obligation to pay $250,000 and to run additional searches, but declining to stay the April 20, 2015 hearing on jurisdiction. SCL filed a petition for mandamus in the Nevada Supreme Court on March 20, 2015. Plaintiff filed his response on March 27, 2015, and SCL filed its reply on March 31, 2015. On April 2, 2015, the Nevada Supreme Court denied the mandamus petition with respect to everything but the $250,000 sanction and lifted the stay except with respect to that sanction. The jurisdictional hearing began on April 20, 2015, and concluded on May 7, 2015. On May 28, 2015, the District Court issued an order finding specific and general jurisdiction over SCL. On June 19, 2015, SCL filed a petition for writ of mandamus seeking review of the decision. On June 23, 2015, the Nevada Supreme Court entered an Order Directing Answer to the jurisdictional writ petition and staying the May 28, 2015 order. Also on June 23, 2015, SCL filed a writ petition challenging the District Court's order requiring the deposition of an SCL independent board member on U.S. soil. In conjunction with the June 23 writ petition, SCL also moved to stay the scheduled deposition and plaintiff filed his opposition to the motion. The Nevada Supreme Court filed its June 23, 2015 order granting the emergency stay, accepting the writ and accepting plaintiff's opposition to the motion to stay as the answer to the June 23 petition. On June 26, 2015, defendants filed a writ petition challenging the expedited trial date and discovery schedule set by the District Court, followed by a June 29, 2015 motion to stay all proceedings pending a decision on the writ petition. Plaintiff opposed the motion to stay on June 30, 2015. On July 1, 2015, the Nevada Supreme Court entered an order consolidating the three pending writ petitions, granting in part the stay sought in conjunction with the June 26 petition, ordering briefing on that petition. The Nevada Supreme Court's July 1, 2015 order vacated the expedited trial date and the pretrial motions set by the District Court. On July 22, 2015, the plaintiff filed his answer to the writ petition challenging the expedited trial date and related pretrial deadlines, and on July 23, plaintiff answered the writ petition challenging the May 28 jurisdiction order. On September 1, 2015, the Nevada Supreme Court held a consolidated oral argument on all three pending writ petitions.

On September 18, 2015, plaintiff filed, with leave of court, a Fifth Amended Complaint, adding VML as a defendant on the two breach of contract claims alleged in the complaint. The Fifth Amended Complaint alleges that LVSC entered into a term sheet with plaintiff in which it promised certain benefits in the event that plaintiff was terminated without cause. Plaintiff claims that, in connection with SCL’s initial public offering, LVSC assigned the term sheet to both SCL and VML, which (together with LVSC) allegedly assumed liability for breaches of the term sheet. In Count I of the Fifth Amended Complaint, plaintiff alleges that he was terminated without cause and that LVSC, SCL and VML breached the term sheet by not paying the severance required under those circumstances. In Count II, plaintiff claims that certain stock options in SCL purportedly awarded to him should have vested when he was terminated and seeks damages from LVSC, SCL and VML for SCL’s refusal to recognize the options. Count III is a claim for breach of an implied covenant of good faith and fair dealing against LVSC, SCL and VML. Count IV repeats plaintiff’s earlier claim for tortious discharge in violation of public policy and is alleged against LVSC alone. Count V repeats plaintiff’s claims for defamation per se and is alleged against Mr. Adelson, LVSC and SCL. Count VI repeats a tortious

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discharge in violation of public policy claim against Mr. Adelson, which the District Court previously dismissed with prejudice. On November 13, 2015, the District Court granted Mr. Adelson's motion to strike Count VI in light of its prior dismissal of that count. Count VII alleges aiding and abetting tortious discharge in violation of public policy against SCL. Count VIII alleges a conspiracy between LVSC and SCL to tortiously discharge plaintiff in violation of public policy. LVSC, SCL and Mr. Adelson have answered the Fifth Amended Complaint and LVSC has re-filed its previously filed counterclaim against plaintiff.

On October 19, 2015, VML moved to quash service of the summons and on October 21, 2015, further moved to dismiss all claims against VML. VML also filed a peremptory challenge to the judge presiding over the case, causing it to be reassigned to another judge. On October 27, 2015, the new judge struck the peremptory challenge and the case was reassigned to the original judge. On November 3, 2015, VML filed a petition for a writ of prohibition or mandamus in the Nevada Supreme Court challenging the decision to strike its peremptory challenge; at the same time, VML filed a motion with the Nevada Supreme Court to stay all proceedings before the original judge pending the outcome of its writ petition. On November 4, 2015, the Nevada Supreme Court granted a stay with respect to proceedings against VML only and directed plaintiff to answer the writ petition within 30 days. Instead of answering, on December 18, 2015, plaintiff voluntarily dismissed VML from the action, without prejudice and then filed a notice with the Nevada Supreme Court claiming that VML’s petition was moot. On December 30, 2015, VML filed a motion with the Nevada Supreme Court asking it to grant its writ petition or, in the alternative, to permit the dismissal of VML only if it is with prejudice. The Nevada Supreme Court has not yet ruled on that motion.

On November 4, 2015, the Nevada Supreme Court issued an order granting in part and denying in part the three pending writ petitions filed by SCL that were argued on September 1, 2015. The Nevada Supreme Court held that the District Court had erred in concluding that it had general and transient jurisdiction over SCL, but held that plaintiff had met his burden of making a preliminary showing of specific jurisdiction over SCL in Nevada with respect to the particular claims plaintiff had made. The Nevada Supreme Court held that defendants’ writ petition addressing the expedited trial date was moot in light of the District Court’s order vacating that date; the Nevada Supreme Court noted, however, that defendants were correct that the previous stay of proceedings tolled the five-year time period for bringing the case to trial. The Nevada Supreme Court granted SCL’s writ petition to overturn the District Court’s order compelling one of SCL’s independent directors to appear for a deposition on U.S. soil. The Nevada Supreme Court also ruled on the previously stayed $250,000 sanction, upholding the amount but requiring the payment to be reallocated on remand. Finally, the Nevada Supreme Court denied defendants’ request that the case be reassigned to a different judge.

On November 17, 2015, plaintiff filed a petition for rehearing en banc in the Nevada Supreme Court, asking the Nevada Supreme Court to reconsider its ruling on the location of the deposition of SCL’s independent director. On November 24, 2015, SCL filed a petition for rehearing en banc in the Nevada Supreme Court, asking the Nevada Supreme Court to reconsider its conclusion that plaintiff had met his burden of making a preliminary showing of specific jurisdiction over SCL. On December 23, 2015, the Nevada Supreme Court issued an order requiring answers to both petitions for rehearing. Plaintiff filed his answer on January 8, 2016, and SCL filed its answer on January 22, 2016. On February 24, 2016, the Nevada Supreme Court granted plaintiff’s petition for rehearing concluding SCL is responsible for producing its director for a noticed deposition, the location of which may be determined by the District Court. On the same day, the Nevada Supreme Court denied SCL’s petition for rehearing regarding the finding of specific jurisdiction over SCL.

On November 19, 2015, SCL filed its answer to plaintiffs’ Fifth Amended Complaint, denying each of plaintiff’s claims and raising a number of affirmative and other defenses. Discovery is ongoing with respect to the Company and SCL. The District Court has entered a scheduling order under which discovery will close on May 5, 2016, and the case is to be tried to a jury beginning on or after June 27, 2016.

On December 18, 2015, plaintiff served a notice of the deposition of a Company executive. On December 31, 2015, counsel for the executive and defendants filed a motion for protective order. The District Court denied the motion in part and ordered the executive to appear for a deposition prior to January 12, 2016. The executive appeared for a deposition on January 11, 2016. When questions were posed during the deposition regarding the executive’s alleged

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communications with third parties, including the media, about media coverage of the court and the Jacobs case and about the purchase of the Las Vegas Review-Journal by members of the Adelson family, counsel for the executive instructed him not to answer. At a hearing the next day, the District Court “overruled” counsel’s instruction to the executive, but devised a procedure under which the executive’s counsel could refer objections to questions about his alleged communications with third parties, including the media, concerning the Jacobs litigation to a discovery master and/or a different judge, rather than to the presiding judge. On January 13, 2016, the executive filed a motion to expand the scope of the issues that would be referred to a discovery master to include all of the questions his counsel had instructed him not to answer, on the ground that comments the court had made to the media called into question the executive’s ability to obtain a fair and impartial hearing of his objections. On the same day, the Company filed a motion to disqualify the judge based on comments the court made to the media and during hearings related to the deposition of the executive, which raised reasonable doubts about the court’s impartiality. On January 15, 2016, the judge filed an affidavit regarding her contacts with the media involving this case and denying any bias. The motion to disqualify was set for hearing on February 18, 2016, before the Chief Judge of the District Court, but on January 29, 2016, the Chief Judge denied the motion to disqualify without providing the Company the opportunity to respond to the presiding judge’s affidavit.

On February 9, 2016, the Company filed a motion requesting the Chief Judge withdraw and reconsider the order denying the Company’s motion to disqualify the presiding judge. On February 12, 2016, the presiding judge filed an additional affidavit further denying any bias toward or against defendants. On the same day, the Company filed a request for the motion for reconsideration to be heard in open court. On February 16, 2016, in support of the motion for reconsideration, the Company filed a declaration of a legal scholar confirming the presiding judge’s contacts with the media created the appearance of partiality. On February 17, 2016, from chambers, the Chief Judge denied the Company’s request for reconsideration finding the record showed no evidence of judicial bias. On February 19, 2016, plaintiff filed a reply to the Company’s counterclaim.

On February 23, 2016, defendants filed a writ petition in the Nevada Supreme Court challenging the Chief Judge’s denial of the disqualification of the presiding judge. In conjunction with the writ, the defendants also filed an emergency motion to stay the proceedings in the District Court.

On January 29, 2016, Jacobs filed a complaint against VML in the United States District Court for the District of Nevada (the "U.S. District Court") alleging a breach of contract claim similar to the one he had brought against VML in the District Court and then dismissed. The Company intends to defend the matter vigorously.

Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from the lawsuit filed by Steven C. Jacobs described above.

After the Company’s receipt of the subpoena from the SEC on February 9, 2011, the Board of Directors delegated to the Audit Committee, comprised of three independent members of the Board of Directors, the authority to investigate the matters raised in the SEC subpoena and related inquiry of the DOJ.

As part of the 2012 annual audit of the Company’s financial statements, the Audit Committee advised the Company and its independent accountants that it had reached certain preliminary findings, including that there were likely violations of the books and records and internal controls provisions of the FCPA and that in recent years, the Company has improved its practices with respect to books and records and internal controls.

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Based on the information provided to management by the Audit Committee and its counsel, the Company believes, and the Audit Committee concurs, that the preliminary findings:

•	do not have a material impact on the financial statements of the Company;

•	do not warrant any restatement of the Company’s past financial statements; and

•	do not represent a material weakness in the Company’s internal controls over financial reporting as of December 31, 2015.

The investigation by the Audit Committee is complete. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any.

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants’ Motion for Partial Reconsideration of the U.S District Court’s order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closed on July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, the Company filed a motion for summary judgment as did co-defendant Mr. Weidner. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22, 2013. The District Court has granted several successive stays since that time, with the case currently stayed until April 18, 2016. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel District Court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion

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to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action in Kohanim described above. Following a January 22, 2016, status report by the parties, on January 27, 2016, the judge ordered another status report on May 16, 2016. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") purporting to act on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Board of Directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss the complaint on February 13, 2014. On February 28, 2014, defendant Hipwell filed his motion to dismiss the complaint. On March 12, 2014, the plaintiff filed its response to the Company’s motion to dismiss and on March 26, 2014, the Company filed its reply. On March 31, 2014, the plaintiff filed its response to Hipwell’s motion to dismiss and on April 10, 2014, Hipwell filed his reply. On April 1, 2014, the plaintiff filed a renewed motion for expedited discovery (the first motion was filed on January 24, 2014 and was denied by the judge). The Company filed its response on April 18, 2014. On May 2, 2014, the U.S. District Court denied this second motion. On May 9, 2014, Directors Ader, Chafetz, Chaltiel, Forman, Koppelman and Leven filed their motion to dismiss. On June 10, 2014, the plaintiff filed its opposition to these Directors motion to dismiss. On June 30, 2014, these Directors filed their reply. On July 30, 2014, the U.S. District Court granted the Company’s motion to dismiss the complaint, finding plaintiff had failed to allege stock ownership facts demonstrating standing to sue, with leave for plaintiff to amend his complaint to demonstrate stock ownership with more particularity. On August 29, 2014, the plaintiff filed an amended complaint and, on September 15, 2014, the served defendants filed their motions to dismiss the amended complaint. The plaintiff's opposition to the Company's motion to dismiss was filed on October 22, 2014, and to the individuals' motions to dismiss on October 29, 2014. Plaintiff also filed an opposition to Hipwell's motion on November 3, 2014, and opposed Mr. Adelson's joinder on December 9, 2014. The served defendants' reply briefs were filed on November 24, 25 and 26, 2014. On December 16, 2014, Mr. Adelson filed a reply brief. On March 3, 2015, the U.S. District Court denied, without prejudice, plaintiff's motion to substitute the estates of the late Messrs. Chaltiel and Schwartz. By order dated June 16, 2015, the U.S. District Court granted defendants’ motions to dismiss. The U.S. District Court did not dismiss the claims with prejudice, but it did not provide for further leave to amend and directed that the clerk close the case. On June 16, 2015, the U.S. District Court entered a “Judgment In A Civil Case” pursuant to the U.S District Court’s order. On June 29, 2015, plaintiff moved to re-open the dismissal order to request further leave to amend, arguing that no judgment was entered. On July 16, 2015, the Company filed an opposition to that motion. On July 27, 2015, plaintiff filed a reply in support of the motion. On July 30, 2015, the U.S. District Court denied the motion, affirming that it had entered a final judgment and had denied further leave to amend. On July16, 2015, the Company also filed a motion requesting the U.S. District Court make the findings regarding Federal Rules of Civil Procedure ("Rule 11") compliance required at the conclusion of an Exchange Act case, and to find that plaintiff's counsel violated Rule 11 by filing and defending the amended complaint. On August 27, 2015, plaintiff filed an opposition to the Company's motion. On September 21, 2015, the Company filed a reply in further support of the motion. On January 27, 2016, the judge denied the Company's request for sanctions. At this stage of the proceedings only a possible appeal by plaintiff is pending and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of

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reasonably possible loss, if any. The Company intends to defend this matter vigorously should plaintiff continue to pursue it.

On March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This letter recites substantially the same allegations as the complaint filed in the Sokolowski action and demands that the same claims be asserted by the Company, which was delivered to the Company by the same counsel representing Mr. Sokolowski. The Company responded, through its counsel, on March 26, 2014. Scarpa then sent a revised demand letter to the Board of Directors on March 31, 2014. The Company responded, through its counsel, on April 8, 2014. Scarpa then sent an additional demand letter dated August 14, 2014, to which the Company responded on August 22, 2014. This matter is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter, whether this matter will result in litigation or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.8 million at exchange rates in effect on December 31, 2015) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the three U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the three U.S. Defendants. On April 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the three U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the three U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S. judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the three U.S. Defendants applied to the Macao Judicial Court to dismiss the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The three U.S. Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from Portuguese and U.S. law experts representing the U.S. Defendants and the Macao Judicial Court is now considering the res judicata issue. On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The Macao Public Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect to that application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings was submitted to the Macao Lawyer's Association on October 19, 2015. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court against LVSC, LVSLLC, VCR, Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion. On November 4, 2014, plaintiff finally effected notice

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on the LVSC entities which was followed by a motion to dismiss by the U.S. Defendants on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the U.S. Defendants moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the U.S. Defendants' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the Defendants' sanctions motion. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount was paid during the year ended December 31, 2013, and the matter has been closed.

On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the information available to date and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.

Macao Concession and Subconcession

On June 26, 2002, the Macao government granted a concession to operate casinos in Macao through June 26, 2022, subject to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macao and Hong Kong-based investors. During December 2002, VML and Galaxy entered into a subconcession agreement that was recognized and approved by the Macao government and allows VML to develop and operate casino projects, including The Venetian Macao, Sands Cotai Central, the Plaza Casino at the Four Seasons Macao, Sands Macao and The Parisian Macao, once opened, separately from Galaxy. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31, 2015). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,578, $18,789 and $125,

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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respectively, at exchange rates in effect on December 31, 2015), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2015). The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company must also contribute 4% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. Based on the number and types of gaming tables employed and gaming machines in operation as of December 31, 2015, the Company was obligated under its subconcession to make minimum future payments of approximately $39.6 million in each of the next five years and approximately $59.4 million thereafter. These amounts are expected to increase when the Company opens The Parisian Macao, which is anticipated to open in the second half of 2016, subject to Macao government approval.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if the Company extends credit to its customers in Macao and is unable to collect on the related receivables, the Company must pay taxes on its winnings from these customers even though it was unable to collect on the related receivables. If the laws are not changed, the Company’s business in Macao may not be able to realize the full benefits of extending credit to its customers.

Operating Leases

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service agreements with terms in excess of one year. As of December 31, 2015, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

2016	$	20,537
2017	10,361
2018	8,045
2019	4,338
2020	4,432
Thereafter	108,778
Total minimum payments	$	156,491

Expenses incurred under operating lease agreements, including those that are short-term and variable-rate in nature, totaled $75.3 million, $67.4 million and $67.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with six of its executive officers, with remaining terms of one to five years. As of December 31, 2015, the Company was obligated to make future payments of $10.2 million, $8.7 million, $8.4 million, $8.4 million and $1.9 million during the years ending December 31, 2016, 2017, 2018, 2019 and 2020, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shoppes tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by The Grand Canal Shoppes tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2015, the Company was obligated under the remaining agreement still in effect to make future payments of approximately $0.5 million in each of the next five years and $5.2 million thereafter.

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Malls and Other

The Company leases space at several of its integrated resorts to various third parties. These leases are non-cancelable operating leases with lease periods that vary from 1 month to 21 years. The leases include minimum base rents with escalated contingent rent clauses. As of December 31, 2015, the future minimum rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect on December 31, 2015):

2016	$	431,797
2017	356,856
2018	267,993
2019	198,955
2020	144,577
Thereafter	240,402
Total minimum future rentals	$	1,640,580

The total minimum future rentals do not include the escalated contingent rent clauses. Contingent rentals amounted to $56.5 million, $103.9 million and $129.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 14 — Stock-Based Employee Compensation

The Company has two nonqualified stock option plans, the 2004 Plan and the SCL Equity Plan, which are described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is to give 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 affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of 26,344,000 shares of the Company’s common stock to be available for awards. The 2004 Plan originally had a term of ten years, but in June 2014, the Company's Board of Directors approved an amendment to the 2004 Plan, extending the term to December 2019. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2015, there were 4,379,164 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect 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.

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Sands China Ltd. Equity Award Plan

The Company’s subsidiary, SCL, adopted an equity award plan (the “SCL Equity Plan”) for grants of options to purchase ordinary shares of SCL. The purpose of the SCL Equity Plan is to give 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 defined in the SCL Equity Plan, SCL’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the SCL Equity Plan. The SCL Equity Plan provides for an aggregate of 804,786,508 shares of SCL’s common stock to be available for awards. The SCL Equity Plan has a term of ten years and no further awards may be granted after the expiration of the term. SCL’s remuneration committee may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2015, there were 756,474,620 shares available for grant under the SCL Equity Plan.

Stock option awards are granted with an exercise price not less than (i) the closing price of SCL’s stock on the date of grant or (ii) the average closing price of SCL’s stock for the five business days immediately preceding the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. SCL estimates the fair value of stock options using the Black-Scholes option-pricing model. For stock options granted subsequent to December 31, 2014, expected volatilities are based on SCL's historical volatility for a period equal to the expected life of the stock options. For stock options granted on or before December 31, 2014, expected volatilities are based on a combination of SCL’s historical volatilities and the historical volatilities from a selection of companies from SCL’s peer group due to SCL’s lack of historical information. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the Hong Kong Government Bond rate in effect at the time of the grant for stock options granted subsequent to March 31, 2015 and based on the Hong Kong Exchange Fund Note rate in effect at the time of the grant for stock options granted on or before March 31, 2015. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Stock-Based Employee Compensation Activity

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2015			2014			2013
LVSC 2004 Plan:
Weighted average volatility	37.3	%		56.5	%		94.8	%
Expected term (in years)	5.8			6.0			5.5
Risk-free rate	1.3	%		1.7	%		1.3	%
Expected dividends	4.7	%		4.6	%		2.5	%
SCL Equity Plan:
Weighted average volatility	40.4	%		65.1	%		67.7	%
Expected term (in years)	4.0			6.3			6.3
Risk-free rate	0.7	%		1.3	%		0.7	%
Expected dividends	5.6	%		3.0	%		3.1	%

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A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2015, is presented below:

	Shares			Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
LVSC 2004 Plan:
Outstanding as of January 1, 2015	6,964,169			$	58.25
Granted	441,809			55.35
Exercised	(688,743	)		19.33
Forfeited	(267,600	)		66.84
Outstanding as of December 31, 2015	6,449,635			$	61.86			5.34		$	11,074,005
Exercisable as of December 31, 2015	3,725,000			$	65.92			2.80		$	10,995,965
SCL Equity Plan:
Outstanding as of January 1, 2015	23,249,696			$	5.50
Granted	6,744,000			3.92
Exercised	(1,599,300	)		2.21
Forfeited	(2,920,600	)		6.49
Outstanding as of December 31, 2015	25,473,796			$	5.17			7.97		$	3,473,098
Exercisable as of December 31, 2015	9,062,496			$	4.47			6.71		$	3,459,473

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A summary of the unvested restricted stock and stock units under the Company’s equity award plans for the year ended December 31, 2015, is presented below:

	Shares			Weighted Average Grant Date Fair Value
LVSC 2004 Plan:
Unvested Restricted Stock
Balance as of January 1, 2015	508,805			$	51.15
Granted	49,438			59.57
Vested	(364,657	)		52.18
Forfeited	(2,000	)		47.14
Balance as of December 31, 2015	191,586			$	51.42
Unvested Restricted Stock Units
Balance as of January 1, 2015	159,150			$	55.98
Granted	—			—
Vested	(34,750	)		46.83
Forfeited	(22,500	)		51.70
Balance as of December 31, 2015	101,900			$	60.05
SCL Equity Plan:
Unvested Restricted Stock Units, Equity-Settled
Balance as of January 1, 2015	2,971,200			$	6.66
Granted	118,800			4.90
Vested	—			—
Modified to cash-settled	(1,603,849	)		5.94
Forfeited	(83,820	)		7.37
Balance as of December 31, 2015	1,402,331			$	7.29
Unvested Restricted Stock Units, Cash-Settled
Balance as of January 1, 2015	—			$	—
Granted	—			—
Modified from equity-settled	1,603,849			5.94
Vested	(805,475	)		5.99
Forfeited	—			—
Balance as of December 31, 2015	798,374			$	5.89

As a result of SCL cash-settling and planning to cash-settle certain future unvested restricted share units on their vesting dates, 1,603,849 outstanding restricted stock units under the SCL Equity Plan were modified from equity awards to cash-settled liability awards during the year ended December 31, 2015. The modification affected four employees and resulted in no additional compensation expense. The fair 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 higher of (i) the closing price of SCL's shares on the vesting date, and (ii) the average closing price of SCL's shares for the five trading days immediately preceding the vesting date. During the year ended December 31, 2015, SCL paid $3.3 million to settle vested restricted share units that were previously classified as equity awards. The accrued liability associated with these cash-settled restricted stock units was $1.9 million as of December 31, 2015.

As of December 31, 2015, under the 2004 Plan there was $33.4 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $4.7 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 3.8 years and 1.1 years, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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As of December 31, 2015, under the SCL Equity Plan there was $19.3 million of unrecognized compensation cost, net of estimated forfeitures of 9.5% per year, related to unvested stock options and there was $6.1 million of unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.9 years and 1.8 years, respectively.

The stock-based compensation activity for the 2004 Plan and SCL Equity Plan is as follows for the three years ended December 31, 2015 (in thousands, except weighted average grant date fair values):

	Year Ended December 31,
	2015				2014				2013
Compensation expense:
Stock options	$	25,507			$	24,964			$	32,549
Restricted stock and stock units	20,297				23,094				20,828
	$	45,804			$	48,058			$	53,377
Income tax benefit recognized in the consolidated statements of operations	$	7,163			$	6,743			$	—
Compensation cost capitalized as part of property and equipment	$	335			$	1,437			$	941
LVSC 2004 Plan:
Stock options granted	442				2,359				288
Weighted average grant date fair value	$	11.97			$	20.25			$	35.76
Restricted stock granted	49				31				47
Weighted average grant date fair value	$	59.57			$	75.46			$	54.72
Restricted stock units granted	—				10				123
Weighted average grant date fair value	$	—			$	68.30			$	58.82
Stock options exercised:
Intrinsic value	$	24,538			$	105,386			$	129,149
Cash received	$	13,313			$	44,973			$	50,223
Tax benefit realized for tax deductions from stock-based compensation	$	648			$	—			$	—
SCL Equity Plan:
Stock options granted	6,744				11,661				4,537
Weighted average grant date fair value	$	0.76			$	3.40			$	2.63
Equity-settled restricted stock units granted	119				363				2,608
Weighted average grant date fair value	$	4.90			$	6.81			$	6.64
Stock options exercised:
Intrinsic value	$	3,253			$	19,282			$	25,786
Cash received	$	3,563			$	10,677			$	19,373
Tax benefit realized for tax deductions from stock-based compensation	$	—			$	—			$	—

Note 15 — Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the accompanying consolidated balance sheets.

Participation in the VCR 401(k) employee savings plan is available for all eligible employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

gross wages. For the years ended December 31, 2015, 2014 and 2013, the Company’s matching contributions under the savings plan were $9.5 million, $8.7 million and $8.2 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive, upon resignation, 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the years ended December 31, 2015, 2014 and 2013, VML’s contributions into the provident fund were $33.5 million, $31.4 million and $28.6 million, respectively.

Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon joining the Company. As of December 31, 2015, MBS contributes 17% of each employee’s basic salary to the fund, subject to certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon meeting requirements set up by local regulations. For the years ended December 31, 2015, 2014 and 2013, MBS’s contributions into the provident fund were $47.3 million, $44.9 million and $40.4 million, respectively.

Note 16 — Related Party Transactions

During the years ended December 31, 2015, 2014 and 2013, the Principal Stockholder and his family purchased certain services from the Company including lodging, banquet services and the use of Company personnel for approximately $2.1 million, $1.2 million and $1.7 million, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company incurred and made payments of $2.3 million, $1.8 million and $1.1 million, respectively, for food and beverage services provided by restaurants that the Principal Stockholder has an ownership interest in.

During the years ended December 31, 2015, 2014 and 2013, the Company incurred and paid certain expenses totaling $3.5 million, $5.7 million and $11.4 million, respectively, to its Principal Stockholder related to the Company’s use of his personal aircraft for business purposes. In addition, during the years ended December 31, 2015, 2014 and 2013, the Company charged and received from the Principal Stockholder $19.9 million, $18.3 million and $17.6 million, respectively, related to aviation costs incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes.

During the years ended December 31, 2015, 2014 and 2013, the Company charged and received from one of its executive officers approximately $7,000, $0.3 million and $0.1 million, respectively, related to aviation costs incurred by the Company for the executive’s use of Company aviation personnel and assets for personal purposes.

During the year ended December 31, 2003, the Company purchased the lease interest and assets of Carnevale Coffee Bar, LLC, in which the Principal Stockholder is a partner, for $3.1 million, payable in installments of $0.6 million during 2003, and approximately $0.3 million annually over 10 years, beginning in 2004 through September 1, 2013.

Note 17 — Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao, the remainder of

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Sands Cotai Central and the Four Seasons Apartments in Macao, and the Las Vegas Condo Tower (which construction currently is suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information is as follows as of and for the years ended December 31, 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	2015				2014				2013
Net Revenues
Macao:
The Venetian Macao	$	2,986,851			$	4,040,681			$	3,851,230
Sands Cotai Central	2,181,877				3,133,864				2,698,430
Four Seasons Macao	691,037				1,107,779				1,065,405
Sands Macao	879,563				1,174,795				1,237,016
Other Asia	159,798				151,778				139,572
	6,899,126				9,608,897				8,991,653
Marina Bay Sands	2,952,400				3,214,210				2,968,366
United States:
Las Vegas Operating Properties	1,508,006				1,478,769				1,518,024
Sands Bethlehem	549,109				504,237				496,738
	2,057,115				1,983,006				2,014,762
Intersegment eliminations	(220,180		)		(222,264		)		(204,896		)
Total net revenues	$	11,688,461			$	14,583,849			$	13,769,885

	Year Ended December 31,
	2015				2014				2013
Intersegment Revenues
Macao:
The Venetian Macao	$	6,352			$	5,591			$	5,296
Sands Cotai Central	402				301				356
Other Asia	39,436				42,330				34,120
	46,190				48,222				39,772
Marina Bay Sands	9,739				12,209				9,548
Las Vegas Operating Properties	164,251				161,833				155,576
Total intersegment revenues	$	220,180			$	222,264			$	204,896

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

	Year Ended December 31,
	2015				2014				2013
Adjusted Property EBITDA(1)
Macao:
The Venetian Macao	$	1,078,590			$	1,546,323			$	1,499,937
Sands Cotai Central	651,524				1,001,487				739,723
Four Seasons Macao	243,390				374,899				305,040
Sands Macao	226,094				338,590				362,858
Other Asia	22,833				3,493				(3,855		)
	2,222,431				3,264,792				2,903,703
Marina Bay Sands	1,506,486				1,723,147				1,384,576
United States:
Las Vegas Operating Properties	305,469				313,913				351,739
Sands Bethlehem	135,844				120,491				123,337
	441,313				434,404				475,076
Total adjusted property EBITDA	4,170,230				5,422,343				4,763,355
Other Operating Costs and Expenses
Stock-based compensation	(21,909		)		(28,769		)		(30,053		)
Legal settlement	—				—				(47,400		)
Corporate	(176,169		)		(174,750		)		(189,535		)
Pre-opening	(47,509		)		(26,230		)		(13,339		)
Development	(10,372		)		(14,325		)		(15,809		)
Depreciation and amortization	(998,919		)		(1,031,589		)		(1,007,468		)
Amortization of leasehold interests in land	(38,645		)		(40,598		)		(40,352		)
Loss on disposal of assets	(35,232		)		(6,856		)		(11,156		)
Operating income	2,841,475				4,099,226				3,408,243
Other Non-Operating Costs and Expenses
Interest income	15,085				25,643				16,337
Interest expense, net of amounts capitalized	(265,220		)		(274,181		)		(271,211		)
Other income	30,542				1,965				4,321
Loss on modification or early retirement of debt	—				(19,942		)		(14,178		)
Income tax expense	(236,185		)		(244,640		)		(188,836		)
Net income	$	2,385,697			$	3,588,071			$	2,954,676

---

(1)

Adjusted property EBITDA, which is a non-GAAP financial measure, is net income before intersegment royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income, loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

	Year Ended December 31,
	2015				2014				2013
Capital Expenditures
Corporate and Other	$	10,518			$	32,030			$	41,152
Macao:
The Venetian Macao	82,402				125,293				96,172
Sands Cotai Central	403,149				345,748				262,540
Four Seasons Macao	14,937				41,440				15,003
Sands Macao	21,622				40,402				26,491
Other Asia	3,922				2,617				1,319
The Parisian Macao	766,674				390,582				212,842
	1,292,706				946,082				614,367
Marina Bay Sands	129,738				79,612				142,706
United States:
Las Vegas Operating Properties	77,556				108,666				93,191
Sands Bethlehem	18,124				12,266				6,695
	95,680				120,932				99,886
Total capital expenditures	$	1,528,642			$	1,178,656			$	898,111

	December 31,
	2015				2014				2013
Total Assets
Corporate and Other	$	463,339			$	558,753			$	630,673
Macao:
The Venetian Macao	2,999,873				3,900,921				4,367,533
Sands Cotai Central	4,400,465				4,761,907				4,669,358
Four Seasons Macao	1,038,573				1,157,502				1,273,654
Sands Macao	373,113				414,689				383,444
Other Asia	288,178				304,826				328,332
The Parisian Macao	1,648,562				805,220				376,014
Other Development Projects	82				91				169
	10,748,846				11,345,156				11,398,504
Marina Bay Sands	5,556,299				6,106,397				6,354,231
United States:
Las Vegas Operating Properties	3,525,881				3,630,505				3,653,127
Sands Bethlehem	693,056				713,236				687,729
	4,218,937				4,343,741				4,340,856
Total assets	$	20,987,421			$	22,354,047			$	22,724,264

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

	December 31,
	2015				2014				2013
Total Long-Lived Assets
Corporate and Other	$	334,540			$	357,071			$	388,448
Macao:
The Venetian Macao	1,795,042				1,893,032				1,925,040
Sands Cotai Central	3,943,966				3,814,699				3,772,095
Four Seasons Macao	903,649				932,034				928,396
Sands Macao	266,399				286,640				279,395
Other Asia	167,540				177,335				189,136
The Parisian Macao	1,645,881				804,328				376,014
	8,722,477				7,908,068				7,470,076
Marina Bay Sands	4,476,064				4,874,263				5,277,126
United States:
Las Vegas Operating Properties	2,909,294				3,024,380				3,073,793
Sands Bethlehem	551,395				561,782				578,329
	3,460,689				3,586,162				3,652,122
Total long-lived assets	$	16,993,770			$	16,725,564			$	16,787,772

Note 18 — Condensed Consolidating Financial Information

LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”) are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.

In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC (a subsidiary of VCR) was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $48.7 million (consisting of $268.4 million of liabilities, comprised of deferred proceeds from the sale, partially offset by $219.7 million of property and equipment) and $40.3 million (consisting of $268.8 million of liabilities, comprised primarily of deferred proceeds from the sale, partially offset by $228.5 million of property and equipment) as of December 31, 2015 and 2014, respectively, and a net loss (consisting primarily of depreciation expense) of $9.4 million, $11.8 million and $12.9 million for the years ended December 31, 2015, 2014 and 2013, respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.

Additionally, LVSC is a holding company and, as a result, its ability to pay dividends is dependent on its subsidiaries’ ability to provide funds to it. Restrictions imposed by the Company’s U.S., Macao and Singapore credit facilities may restrict the Company’s key subsidiaries holding a majority of the consolidated group’s total assets from making dividends or distributions, subject to certain exceptions as defined in the agreements, unless certain financial and non-financial criteria have been satisfied. LVSC received cash dividends of $2.36 billion, $3.41 billion and $1.84 billion from its subsidiaries during the years ended December 31, 2015, 2014 and 2013, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2015

	LVSC (Non-Guarantor Parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Cash and cash equivalents	$	64,817			$	359,467			$	1,755,206			$	—			$	2,179,490
Restricted cash and cash equivalents	—				—				7,901				—				7,901
Intercompany receivables	665,285				264,959				—				(930,244		)		—
Intercompany notes receivables	—				—				378,612				(378,612		)		—
Accounts receivable, net	6,640				263,705				997,503				—				1,267,848
Inventories	8,024				11,600				22,949				—				42,573
Prepaid expenses and other	23,659				13,151				74,661				(33		)		111,438
Total current assets	768,425				912,882				3,236,832				(1,308,889		)		3,609,250
Property and equipment, net	113,817				2,867,664				12,750,157				—				15,731,638
Investments in subsidiaries	6,464,794				4,804,582				—				(11,269,376		)		—
Deferred financing costs, net	65				19,569				150,059				—				169,693
Intercompany receivables	215				17,476				—				(17,691		)		—
Intercompany notes receivable	—				1,446,464				—				(1,446,464		)		—
Deferred income taxes, net	—				—				80,779				(57,098		)		23,681
Leasehold interests in land, net	—				—				1,262,132				—				1,262,132
Intangible assets, net	690				—				70,896				—				71,586
Other assets, net	380				21,903				97,158				—				119,441
Total assets	$	7,348,386			$	10,090,540			$	17,648,013			$	(14,099,518	)		$	20,987,421
Accounts payable	$	5,807			$	28,268			$	76,333			$	—			$	110,408
Construction payables	124				1,179				362,833				—				364,136
Intercompany payables	—				572,128				358,116				(930,244		)		—
Intercompany notes payable	378,612				—				—				(378,612		)		—
Accrued interest payable	79				1,290				494				—				1,863
Other accrued liabilities	34,458				220,978				1,438,869				—				1,694,305
Income taxes payable	38				—				198,051				(33		)		198,056
Current maturities of long-term debt	3,688				24,020				67,659				—				95,367
Total current liabilities	422,806				847,863				2,502,355				(1,308,889		)		2,464,135
Other long-term liabilities	1,610				9,780				101,978				—				113,368
Intercompany payables	—				—				17,691				(17,691		)		—
Intercompany notes payable	—				—				1,446,464				(1,446,464		)		—
Deferred income taxes	50,934				26,992				180,906				(57,098		)		201,734
Deferred amounts related to mall transactions	—				417,552				—				—				417,552
Long-term debt	56,295				2,818,239				6,498,111				—				9,372,645
Total liabilities	531,645				4,120,426				10,747,505				(2,830,142		)		12,569,434
Total Las Vegas Sands Corp. stockholders’ equity	6,816,741				5,969,709				5,299,667				(11,269,376		)		6,816,741
Noncontrolling interests	—				405				1,600,841				—				1,601,246
Total equity	6,816,741				5,970,114				6,900,508				(11,269,376		)		8,417,987
Total liabilities and equity	$	7,348,386			$	10,090,540			$	17,648,013			$	(14,099,518	)		$	20,987,421

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Cash and cash equivalents	$	114,125			$	345,399			$	3,046,795			$	—			$	3,506,319
Restricted cash and cash equivalents	—				—				6,566				—				6,566
Intercompany receivables	431,754				255,371				—				(687,125		)		—
Intercompany notes receivable	—				—				370,836				(370,836		)		—
Accounts receivable, net	15,144				270,838				1,224,790				—				1,510,772
Inventories	5,238				10,745				25,691				—				41,674
Prepaid expenses and other	26,210				11,889				87,530				(461		)		125,168
Total current assets	592,471				894,242				4,762,208				(1,058,422		)		5,190,499
Property and equipment, net	130,155				2,979,485				12,262,834				—				15,372,474
Investments in subsidiaries	7,010,357				5,864,848				—				(12,875,205		)		—
Deferred financing costs, net	123				25,153				180,320				—				205,596
Intercompany receivables	226				38,763				—				(38,989		)		—
Intercompany notes receivable	—				1,250,544				—				(1,250,544		)		—
Deferred income taxes, net	—				—				76,950				(52,874		)		24,076
Leasehold interests in land, net	—				—				1,353,090				—				1,353,090
Intangible assets, net	690				—				85,570				—				86,260
Other assets, net	714				19,736				101,602				—				122,052
Total assets	$	7,734,736			$	11,072,771			$	18,822,574			$	(15,276,034	)		$	22,354,047
Accounts payable	$	8,065			$	25,489			$	79,167			$	—			$	112,721
Construction payables	156				4,001				266,772				—				270,929
Intercompany payables	—				430,596				256,529				(687,125		)		—
Intercompany notes payable	370,836				—				—				(370,836		)		—
Accrued interest payable	76				1,030				6,837				—				7,943
Other accrued liabilities	31,050				233,781				1,719,613				—				1,984,444
Income taxes payable	—				—				224,662				(461		)		224,201
Current maturities of long-term debt	3,688				24,224				71,822				—				99,734
Total current liabilities	413,871				719,121				2,625,402				(1,058,422		)		2,699,972
Other long-term liabilities	3,014				9,255				112,345				—				124,614
Intercompany payables	—				—				38,989				(38,989		)		—
Intercompany notes payable	—				—				1,250,544				(1,250,544		)		—
Deferred income taxes	44,283				13,918				188,486				(52,874		)		193,813
Deferred amounts related to mall transactions	—				422,153				—				—				422,153
Long-term debt	59,983				3,230,653				6,602,277				—				9,892,913
Total liabilities	521,151				4,395,100				10,818,043				(2,400,829		)		13,333,465
Total Las Vegas Sands Corp. stockholders’ equity	7,213,586				6,677,266				6,197,939				(12,875,205		)		7,213,586
Noncontrolling interests	—				405				1,806,591				—				1,806,996
Total equity	7,213,586				6,677,671				8,004,530				(12,875,205		)		9,020,582
Total liabilities and equity	$	7,734,737			$	11,072,771			$	18,822,573			$	(15,276,034	)		$	22,354,047

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2015

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Revenues:
Casino	$	—			$	455,539			$	8,627,465			$	—			$	9,083,004
Rooms	—				543,994				925,880				—				1,469,874
Food and beverage	—				218,824				538,688				—				757,512
Mall	—				—				564,309				—				564,309
Convention, retail and other	—				324,554				399,220				(184,123		)		539,651
	—				1,542,911				11,055,562				(184,123		)		12,414,350
Less — promotional allowances	(763		)		(92,293		)		(630,185		)		(2,648		)		(725,889		)
Net revenues	(763		)		1,450,618				10,425,377				(186,771		)		11,688,461
Operating expenses:
Casino	—				300,954				4,816,106				(3,190		)		5,113,870
Rooms	—				151,297				111,143				—				262,440
Food and beverage	—				110,131				296,595				(4,066		)		402,660
Mall	—				—				61,299				—				61,299
Convention, retail and other	—				86,681				218,356				(28,216		)		276,821
Provision for doubtful accounts	—				35,912				119,723				—				155,635
General and administrative	—				319,763				948,845				(1,193		)		1,267,415
Corporate	135,822				294				190,098				(150,045		)		176,169
Pre-opening	—				—				47,514				(5		)		47,509
Development	10,414				—				14				(56		)		10,372
Depreciation and amortization	26,815				170,691				801,413				—				998,919
Amortization of leasehold interests in land	—				—				38,645				—				38,645
Loss on disposal of assets	—				13,016				22,216				—				35,232
	173,051				1,188,739				7,671,967				(186,771		)		8,846,986
Operating income (loss)	(173,814		)		261,879				2,753,410				—				2,841,475
Other income (expense):
Interest income	111				206,609				22,530				(214,165		)		15,085
Interest expense, net of amounts capitalized	(9,000		)		(108,818		)		(361,567		)		214,165				(265,220		)
Other income (expense)	—				(1,805		)		32,347				—				30,542
Income from equity investments in subsidiaries	1,941,839				1,567,804				—				(3,509,643		)		—
Income before income taxes	1,759,136				1,925,669				2,446,720				(3,509,643		)		2,621,882
Income tax benefit (expense)	207,100				(149,376		)		(293,909		)		—				(236,185		)
Net income	1,966,236				1,776,293				2,152,811				(3,509,643		)		2,385,697
Net income attributable to noncontrolling interests	—				(3,240		)		(416,221		)		—				(419,461		)
Net income attributable to Las Vegas Sands Corp.	$	1,966,236			$	1,773,053			$	1,736,590			$	(3,509,643	)		$	1,966,236

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2014

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Revenues:
Casino	$	—			$	509,206			$	11,495,155			$	—			$	12,004,361
Rooms	—				491,493				1,048,927				—				1,540,420
Food and beverage	—				201,892				576,877				—				778,769
Mall	—				—				553,534				—				553,534
Convention, retail and other	—				320,409				410,967				(182,672		)		548,704
	—				1,523,000				14,085,460				(182,672		)		15,425,788
Less — promotional allowances	(1,279		)		(88,929		)		(749,504		)		(2,227		)		(841,939		)
Net revenues	(1,279		)		1,434,071				13,335,956				(184,899		)		14,583,849
Operating expenses:
Casino	—				298,641				6,410,119				(3,226		)		6,705,534
Rooms	—				139,837				116,998				—				256,835
Food and beverage	—				99,427				297,212				(4,079		)		392,560
Mall	—				—				69,732				—				69,732
Convention, retail and other	—				101,983				249,968				(31,192		)		320,759
Provision for doubtful accounts	—				37,059				149,663				—				186,722
General and administrative	—				305,279				953,831				(977		)		1,258,133
Corporate	156,775				1,807				161,570				(145,402		)		174,750
Pre-opening	—				98				26,133				(1		)		26,230
Development	14,210				—				137				(22		)		14,325
Depreciation and amortization	26,020				183,566				822,003				—				1,031,589
Amortization of leasehold interests in land	—				—				40,598				—				40,598
(Gain) loss on disposal of assets	(42		)		7,233				(335		)		—				6,856
	196,963				1,174,930				9,297,629				(184,899		)		10,484,623
Operating income (loss)	(198,242		)		259,141				4,038,327				—				4,099,226
Other income (expense):
Interest income	180				178,136				30,406				(183,079		)		25,643
Interest expense, net of amounts capitalized	(6,442		)		(113,546		)		(337,272		)		183,079				(274,181		)
Other income (expense)	(791		)		(4,732		)		7,488				—				1,965
Loss on modification or early retirement of debt	—				—				(19,942		)		—				(19,942		)
Income from equity investments in subsidiaries	2,919,958				2,598,506				—				(5,518,464		)		—
Income before income taxes	2,714,663				2,917,505				3,719,007				(5,518,464		)		3,832,711
Income tax benefit (expense)	125,966				(141,089		)		(229,517		)		—				(244,640		)
Net income	2,840,629				2,776,416				3,489,490				(5,518,464		)		3,588,071
Net income attributable to noncontrolling interests	—				(2,274		)		(745,168		)		—				(747,442		)
Net income attributable to Las Vegas Sands Corp.	$	2,840,629			$	2,774,142			$	2,744,322			$	(5,518,464	)		$	2,840,629

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Revenues:
Casino	$	—			$	584,372			$	10,802,545			$	—			$	11,386,917
Rooms	—				472,518				908,163				—				1,380,681
Food and beverage	—				197,371				532,888				—				730,259
Mall	—				—				481,400				—				481,400
Convention, retail and other	—				310,276				377,791				(172,888		)		515,179
	—				1,564,537				13,102,787				(172,888		)		14,494,436
Less — promotional allowances	(1,455		)		(91,217		)		(629,994		)		(1,885		)		(724,551		)
Net revenues	(1,455		)		1,473,320				12,472,793				(174,773		)		13,769,885
Operating expenses:
Casino	—				314,966				6,171,744				(2,992		)		6,483,718
Rooms	—				157,497				114,449				(4		)		271,942
Food and beverage	—				90,507				283,366				(4,303		)		369,570
Mall	—				—				73,358				—				73,358
Convention, retail and other	—				106,242				238,296				(26,669		)		317,869
Provision for doubtful accounts	—				29,977				207,809				—				237,786
General and administrative	—				341,659				988,927				(846		)		1,329,740
Corporate	164,926				1,264				163,287				(139,942		)		189,535
Pre-opening	—				911				12,428				—				13,339
Development	15,207				—				619				(17		)		15,809
Depreciation and amortization	26,165				186,871				794,432				—				1,007,468
Amortization of leasehold interests in land	—				—				40,352				—				40,352
(Gain) loss on disposal of assets	(12,641		)		1,823				21,974				—				11,156
	193,657				1,231,717				9,111,041				(174,773		)		10,361,642
Operating income (loss)	(195,112		)		241,603				3,361,752				—				3,408,243
Other income (expense):
Interest income	1,155				173,203				18,189				(176,210		)		16,337
Interest expense, net of amounts capitalized	(4,269		)		(88,972		)		(354,180		)		176,210				(271,211		)
Other income (expense)	(5,282		)		(2,322		)		11,925				—				4,321
Loss on modification or early retirement of debt	—				(14,178		)		—				—				(14,178		)
Income from equity investments in subsidiaries	2,416,604				2,119,936				—				(4,536,540		)		—
Income before income taxes	2,213,096				2,429,270				3,037,686				(4,536,540		)		3,143,512
Income tax benefit (expense)	92,901				(133,519		)		(148,218		)		—				(188,836		)
Net income	2,305,997				2,295,751				2,889,468				(4,536,540		)		2,954,676
Net income attributable to noncontrolling interests	—				(2,894		)		(645,785		)		—				(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	2,305,997			$	2,292,857			$	2,243,683			$	(4,536,540	)		$	2,305,997

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2015

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net income	$	1,966,236			$	1,776,293			$	2,152,811			$	(3,509,643	)		$	2,385,697
Currency translation adjustment, net of reclassification adjustment and before and after tax	(142,384		)		(120,949		)		(141,012		)		263,333				(141,012		)
Total comprehensive income	1,823,852				1,655,344				2,011,799				(3,246,310		)		2,244,685
Comprehensive income attributable to noncontrolling interests	—				(3,240		)		(417,593		)		—				(420,833		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,823,852			$	1,652,104			$	1,594,206			$	(3,246,310	)		$	1,823,852

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2014

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net income	$	2,840,629			$	2,776,416			$	3,489,490			$	(5,518,464	)		$	3,588,071
Currency translation adjustment, before and after tax	(97,682		)		(83,039		)		(98,414		)		180,721				(98,414		)
Total comprehensive income	2,742,947				2,693,377				3,391,076				(5,337,743		)		3,489,657
Comprehensive income attributable to noncontrolling interests	—				(2,274		)		(744,436		)		—				(746,710		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,742,947			$	2,691,103			$	2,646,640			$	(5,337,743	)		$	2,742,947

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net income	$	2,305,997			$	2,295,751			$	2,889,468			$	(4,536,540	)		$	2,954,676
Currency translation adjustment, before and after tax	(89,295		)		(75,797		)		(89,976		)		165,092				(89,976		)
Total comprehensive income	2,216,702				2,219,954				2,799,492				(4,371,448		)		2,864,700
Comprehensive income attributable to noncontrolling interests	—				(2,894		)		(645,104		)		—				(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702			$	2,217,060			$	2,154,388			$	(4,371,448	)		$	2,216,702

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2015

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net cash generated from operating activities	$	2,221,658			$	2,601,691			$	3,229,278			$	(4,602,656	)		$	3,449,971
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—				—				(1,328		)		—				(1,328		)
Capital expenditures	(10,518		)		(74,789		)		(1,443,335		)		—				(1,528,642		)
Proceeds from disposal of property and equipment	10				81				1,413				—				1,504
Repayments of receivable from non-restricted subsidiaries	—				2,285				—				(2,285		)		—
Dividends received from non-restricted subsidiaries	—				1,506,308				—				(1,506,308		)		—
Capital contributions to subsidiaries	(22		)		(1,383,708		)		—				1,383,730				—
Net cash generated from (used in) investing activities	(10,530		)		50,177				(1,443,250		)		(124,863		)		(1,528,466		)
Cash flows from financing activities:
Proceeds from exercise of stock options	13,313				—				3,563				—				16,876
Excess tax benefit from stock option exercises	8,785				—				—				—				8,785
Repurchase of common stock	(205,084		)		—				—				—				(205,084		)
Dividends paid	(2,073,762		)		—				(619,120		)		—				(2,692,882		)
Distributions to noncontrolling interests	—				(3,240		)		(10,668		)		—				(13,908		)
Dividends paid to Las Vegas Sands Corp.	—				(2,220,335		)		(142,205		)		2,362,540				—
Dividends paid to Restricted Subsidiaries	—				—				(3,746,424		)		3,746,424				—
Capital contributions received	—				—				1,383,730				(1,383,730		)		—
Repayments on borrowings from Restricted Subsidiaries	—				—				(2,285		)		2,285				—
Proceeds from 2013 U.S. credit facility	—				1,090,000				—				—				1,090,000
Proceeds from 2011 VML credit facility	—				—				999,277				—				999,277
Repayments on 2013 U.S. credit facility	—				(1,502,500		)		—				—				(1,502,500		)
Repayments on 2011 VML credit facility	—				—				(820,188		)		—				(820,188		)
Repayments on 2012 Singapore credit facility	—				—				(67,403		)		—				(67,403		)
Repayments on airplane financings	(3,688		)		—				—				—				(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—				(1,725		)		(2,213		)		—				(3,938		)
Payments of deferred financing costs	—				—				(11,745		)		—				(11,745		)
Net cash used in financing activities	(2,260,436		)		(2,637,800		)		(3,035,681		)		4,727,519				(3,206,398		)
Effect of exchange rate on cash	—				—				(41,936		)		—				(41,936		)
Increase (decrease) in cash and cash equivalents	(49,308		)		14,068				(1,291,589		)		—				(1,326,829		)
Cash and cash equivalents at beginning of year	114,125				345,399				3,046,795				—				3,506,319
Cash and cash equivalents at end of year	$	64,817			$	359,467			$	1,755,206			$	—			$	2,179,490

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2014

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net cash generated from operating activities	$	3,223,393			$	2,915,949			$	4,643,445			$	(5,949,943	)		$	4,832,844
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—				—				270				—				270
Capital expenditures	(31,626		)		(102,502		)		(1,044,528		)		—				(1,178,656		)
Proceeds from disposal of property and equipment	42				671				1,105				—				1,818
Repayments of receivable from non-restricted subsidiaries	—				1,889				—				(1,889		)		—
Notes receivable to Las Vegas Sands Corp.	—				—				(114,155		)		114,155				—
Dividends received from non-restricted subsidiaries	—				1,418,221				—				(1,418,221		)		—
Capital contributions to subsidiaries	—				(1,327,991		)		—				1,327,991				—
Net cash used in investing activities	(31,584		)		(9,712		)		(1,157,308		)		22,036				(1,176,568		)
Cash flows from financing activities:
Proceeds from exercise of stock options	44,973				—				10,677				—				55,650
Excess tax benefit from stock option exercises	3,585				—				—				—				3,585
Repurchase of common stock	(1,676,802		)		—				—				—				(1,676,802		)
Dividends paid	(1,610,087		)		—				(776,570		)		—				(2,386,657		)
Distributions to noncontrolling interests	—				(2,274		)		(7,499		)		—				(9,773		)
Dividends paid to Las Vegas Sands Corp.	—				(3,279,161		)		(129,416		)		3,408,577				—
Dividends paid to Restricted Subsidiaries	—				—				(3,959,587		)		3,959,587				—
Capital contributions received	—				—				1,327,991				(1,327,991		)		—
Borrowings from non-restricted subsidiaries	114,155				—				—				(114,155		)		—
Repayments on borrowings from Restricted Subsidiaries	—				—				(1,889		)		1,889				—
Proceeds from 2013 U.S. credit facility	—				1,678,000				—				—				1,678,000
Proceeds from 2011 VML credit facility	—				—				819,725				—				819,725
Repayments on 2013 U.S. credit facility	—				(1,270,500		)		—				—				(1,270,500		)
Repayments on 2011 VML credit facility	—				—				(819,680		)		—				(819,680		)
Repayments on 2012 Singapore credit facility	—				—				(17,930		)		—				(17,930		)
Repayments on airplane financings	(3,688		)		—				—				—				(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—				(2,392		)		(3,276		)		—				(5,668		)
Payments of deferred financing costs	—				—				(88,048		)		—				(88,048		)
Net cash used in financing activities	(3,127,864		)		(2,876,327		)		(3,645,502		)		5,927,907				(3,721,786		)
Effect of exchange rate on cash	—				—				(28,585		)		—				(28,585		)
Increase (decrease) in cash and cash equivalents	63,945				29,910				(187,950		)		—				(94,095		)
Cash and cash equivalents at beginning of year	50,180				315,489				3,234,745				—				3,600,414
Cash and cash equivalents at end of year	$	114,125			$	345,399			$	3,046,795			$	—			$	3,506,319

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)				Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total
Net cash generated from operating activities	$	1,693,766			$	1,892,021			$	4,255,589			$	(3,401,964	)		$	4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—				1				(383		)		—				(382		)
Capital expenditures	(29,901		)		(91,900		)		(776,310		)		—				(898,111		)
Proceeds from disposal of property and equipment	31,000				121				1,034				—				32,155
Acquisition of intangible assets	—				—				(45,871		)		—				(45,871		)
Repayments of receivable from non-restricted subsidiaries	—				1,357				—				(1,357		)		—
Notes receivable to Las Vegas Sands Corp.	—				—				(251,537		)		251,537				—
Repayments of receivable from Las Vegas Sands Corp.	—				—				237,161				(237,161		)
Dividends received from non-restricted subsidiaries	—				1,383,116				—				(1,383,116		)		—
Capital contributions to subsidiaries	(68		)		(1,292,416		)		—				1,292,484				—
Net cash generated from (used in) investing activities	1,031				279				(835,906		)		(77,613		)		(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223				—				19,373				—				69,596
Repurchase of common stock	(561,150		)		—				—				—				(561,150		)
Proceeds from exercise of warrants	350				—				—				—				350
Dividends paid	(1,152,690		)		—				(411,359		)		—				(1,564,049		)
Distributions to noncontrolling interests	—				(2,894		)		(8,964		)		—				(11,858		)
Dividends paid to Las Vegas Sands Corp.	—				(1,732,152		)		(108,570		)		1,840,722				—
Dividends paid to Restricted Subsidiaries	—				—				(2,944,358		)		2,944,358				—
Capital contributions received	—				—				1,292,484				(1,292,484		)		—
Borrowings from non-restricted subsidiaries	251,537				—				—				(251,537		)		—
Repayments on borrowings from Restricted Subsidiaries	—				—				(1,357		)		1,357				—
Repayments on borrowings from non-restricted subsidiaries	(237,161		)		—				—				237,161				—
Proceeds from 2013 U.S. credit facility	—				2,828,750				—				—				2,828,750
Proceeds from senior secured credit facility	—				250,000				—				—				250,000
Proceeds from 2012 Singapore credit facility	—				—				104,357				—				104,357
Repayments on senior secured credit facility	—				(3,073,038		)		—				—				(3,073,038		)
Repayments on 2012 Singapore credit facility	—				—				(430,504		)		—				(430,504		)
Repayments on airplane financings	(3,688		)		—				—				—				(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—				(2,350		)		(3,452		)		—				(5,802		)
Payments of deferred financing costs	—				(27,529		)		(7,885		)		—				(35,414		)
Net cash used in financing activities	(1,652,579		)		(1,759,213		)		(2,500,235		)		3,479,577				(2,432,450		)
Effect of exchange rate on cash	—				—				(7,105		)		—				(7,105		)
Increase in cash and cash equivalents	42,218				133,087				912,343				—				1,087,648
Cash and cash equivalents at beginning of year	7,962				182,402				2,322,402				—				2,512,766
Cash and cash equivalents at end of year	$	50,180			$	315,489			$	3,234,745			$	—			$	3,600,414

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Note 19 — Selected Quarterly Financial Results (Unaudited)

	Quarter
	First				Second				Third				Fourth(1)				Total
	(In thousands, except per share data)
2015
Net revenues	$	3,011,622			$	2,921,421			$	2,893,683			$	2,861,735			$	11,688,461
Operating income	711,115				689,310				739,069				701,981				2,841,475
Net income	611,038				581,491				618,193				574,975				2,385,697
Net income attributable to Las Vegas Sands Corp.	511,923				469,173				519,358				465,782				1,966,236
Basic earnings per share	0.64				0.59				0.65				0.59				2.47
Diluted earnings per share	0.64				0.59				0.65				0.59				2.47
2014
Net revenues	$	4,010,384			$	3,624,350			$	3,533,122			$	3,415,993			$	14,583,849
Operating income	1,143,825				961,460				971,421				1,022,520				4,099,226
Net income	996,728				852,844				860,499				878,000				3,588,071
Net income attributable to Las Vegas Sands Corp.	776,185				671,434				671,705				721,305				2,840,629
Basic earnings per share	0.95				0.83				0.84				0.90				3.52
Diluted earnings per share	0.95				0.83				0.83				0.90				3.52

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(1)	The Company received a $90.1 million refund during December 2014 related to property taxes assessed and paid at Marina Bay Sands for the years 2010 through 2014.

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total earnings per share amounts for the respective year.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

For the Years Ended December 31, 2015, 2014 and 2013

Description		Balance at Beginning of Year				Provision for Doubtful Accounts			Write-offs, Net of Recoveries			Balance at End of Year
		(In thousands)
Allowance for doubtful accounts:
2013		$	491,682			237,786			(99,741	)		$	629,727
2014		$	629,727			186,722			(143,164	)		$	673,285
2015		$	673,285			155,635			(192,317	)		$	636,603

Description		Balance at Beginning of Year				Additions			Deductions			Balance at End of Year
		(In thousands)
Deferred income tax asset valuation allowance:
2013		$	1,390,900			149,893			(21,525	)		$	1,519,268
2014		$	1,519,268			1,012,126			(46,741	)		$	2,484,653
2015		$	2,484,653			840,157			(22,673	)		$	3,302,137